Exhibit 13
AMENDED AND RESTATED XXXXXXX XXXXX SHAREHOLDER
SERVICING PLAN AND AGREEMENT
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AMENDED AND RESTATED XXXXXXX XXXXX SHAREHOLDER SERVICING PLAN AND AGREEMENT
made as of the _____ day of _____, 200_ by and between Xxxxxxx Xxxxx U.S.A.
Government Reserves, a Massachusetts business trust (the "Fund"), and Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, a Delaware corporation ("MLPF&S").
WHEREAS, the Fund is a no-load open-end investment company registered under
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
which operates as a money market fund;
WHEREAS, MLPF&S acts as a dealer selling shares of the Fund to its
customers and substantially all of the shareholders of the Fund are MLPF&S
customers who maintain their Fund accounts through MLPF&S (such accounts being
referred to herein as the "MLPF&S Fund Accounts");
WHEREAS, MLPF&S provides a variety of administrative and operational
services to MLPF&S Fund Accounts including processing shareholder orders and
administering MLPF&S Fund Accounts which are being provided pursuant to the
management arrangements between the Fund and Xxxxxxx Xxxxx Investment Managers,
L.P. ("MLIM");
WHEREAS, MLPF&S financial advisors and other personnel spend substantial
amounts of time providing services of the type described in Paragraph 1 hereto;
WHEREAS, the Trustees of the Fund have determined that the Fund should make
direct payments to MLPF&S for distribution to its financial advisors and other
directly involved Xxxxxxx Xxxxx personnel as compensation for the services
described in paragraph 1 hereto, and that such payments should be in addition to
the management compensation being paid to MLIM;
WHEREAS, the Fund desires to adopt this Amended and Restated Xxxxxxx Xxxxx
Shareholder Servicing Plan and Agreement (the "Plan") in the manner and on the
terms and conditions hereinafter set forth, which Plan must be adopted pursuant
to Rule 12b-1 under the Investment Company Act because the services for which
compensation is to be provided under the Plan may include services associated
with the distribution of Fund shares;
WHEREAS, MLPF&S desires to enter into the Plan on said terms and
conditions; and
WHEREAS, the Trustees of the Fund have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
shareholders:
NOW, THEREFORE, the Fund hereby adopts the Plan in accordance with Rule
12b-1 under the Investment Company Act and the parties hereto enter into this
agreement on the following terms and conditions:
1. The Fund is hereby authorized to pay MLPF&S a fee under the Plan at the end
of each month at the annual rate of 0.125% of the average daily net asset
value of the MLPF&S Fund Accounts for providing, or arranging for the
provision of, account maintenance and sales and promotional activities and
services with respect to shares of the Fund. Such activities and services
will relate to account maintenance activities relating to MLPF&S Fund
Accounts and the sale, promotion and marketing of the Shares of the Fund.
Such expenditures may consist of the costs of making services available to
shareholders (including assistance in connection with inquiries related to
shareholder accounts), sales commissions to financial intermediaries for
selling Shares, compensation, sales incentives and payments to sales and
marketing personnel and the payment of expenses incurred in sales and
promotional activities (including advertising expenditures related to the
Fund and the costs of preparing and distributing promotional materials).
The fee may also be used to pay the financing costs of
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carrying the unreimbursed expenditures described in this Paragraph 1. The
fee is not payable with respect to the net asset value of shareholders who
maintain their accounts directly with the Fund's Transfer Agent and whose
accounts are not serviced by MLPF&S. Payment of the fee described in this
Paragraph 1 shall be subject to any limitations set forth in any applicable
regulation of the National Association of Securities Dealers, Inc.
2. MLPF&S shall provide the Fund for review by the Trustees, and the Trustees
shall review, at least quarterly, a written report complying with the
requirements of Rule 12b-1 regarding the disbursement of the fee during
such period. The report shall include an itemization of the distribution
and shareholder servicing expenses made by MLPF&S, the purpose of such
expenditures and a description of the benefits derived by the Fund
therefrom.
3. In the event that the aggregate payments received by MLPF&S under the Plan
in any year shall exceed the amount of the distribution and shareholder
servicing expenditures incurred by MLPF&S in such year, MLPF&S shall be
required to reimburse the Fund the amount of such excess.
4. MLPF&S will use its best efforts in rendering and causing its employees to
render services to the Fund, but in the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations hereunder.
MLPF&S shall not be liable to the Fund or any of its shareholders for any
error of judgment or mistake of law or for any act of omission or for any
losses sustained by the Fund or its shareholders.
5. Nothing contained in the Plan shall prevent MLPF&S or any affiliated person
of MLPF&S from performing services similar to those to be performed
hereunder for any other person, firm or corporation or for its or their own
accounts or for the accounts of others.
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6. The Plan shall not take effect until it has been approved by votes of a
majority of both (a) the Trustees of the Fund and (b) those Trustees of the
Fund who are not "interested persons" of the Fund, as defined in the
Investment Company Act, and have no direct or indirect financial interest
in the operation of this Plan or any agreements related to it (the "Rule
12b-1 Trustees"), cast in person at a meeting or meetings called for the
purpose of voting on the Plan.
7. The Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval
of the Plan in Paragraph 6.
8. The Plan may be terminated at any time by vote of a majority of the Rule
12b-1 Trustees, or by vote of a majority of the outstanding voting
securities of the Fund.
9. The Plan may not be amended to increase materially the fee provided for in
Paragraph 1 unless such amendment is approved in the manner provided for
initial approval in paragraph 6, and no material amendment to the Plan
shall be made unless approved in the manner provided for approval and
annual renewal in Paragraph 6.
10. While the Plan is in effect, the selection and nomination of the Trustees
who are not interested persons, as defined in the Investment Company Act,
of the Fund shall be committed to the discretion of the Trustees who are
not interested persons.
11. The Fund shall preserve copies of this Plan and any related agreements and
all reports made pursuant to Paragraph 2, for a period of not less than six
years from the date of the Plan, or the agreements or such report, as the
case may be, the first two years in an easily accessible place.
12. The Declaration of Trust establishing Xxxxxxx Xxxxx U.S.A. Government
Reserves Fund, dated July 29, 1982, a copy of which, together with all
amendments thereto (the
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"Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name "Xxxxxxx Xxxxx U.S.A.
Government Reserves" refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no
Trustee, shareholder, officer, employee or agent of Xxxxxxx Xxxxx U.S.A.
Government Reserves shall be held to any personal liability, nor shall
resort be had to their private property for the satisfaction of any
obligation or claim of said Xxxxxxx Xxxxx U.S.A. Government Reserves, but
the Trust Property only shall be liable.
WHEREAS, the parties hereto have executed and delivered this Amended
and Restated Xxxxxxx Xxxxx Shareholder Servicing Plan and Agreement as of the
date first above written.
XXXXXXX XXXXX, U.S.A. GOVERNMENT
RESERVES
By
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XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By
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