Exhibit 13
AMENDED AND RESTATED
CLASS II SHARES DISTRIBUTION PLAN
OF
XXXXXXX XXXXX RETIREMENT RESERVES MONEY FUND
OF
XXXXXXX XXXXX RETIREMENT SERIES TRUST
PURSUANT TO RULE 12b-1
CLASS II SHARES DISTRIBUTION PLAN made as of the 29th day of September,
2006, by and between XXXXXXX XXXXX RETIREMENT SERIES TRUST, a Massachusetts
business trust (the "Trust"), and the distributors listed on Exhibit A (each a
"Distributor").
W I T N E S S E T H :
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WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Trust is authorized to establish separate series ("Series"),
each of which will offer separate classes of shares of beneficial interest, par
value $0.10 per share (the "Shares") to selected groups of purchasers; and
WHEREAS, each Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
financial intermediaries, including without limitation, brokers, dealers,
retirement plans, financial consultants, registered investment advisers and
mutual fund supermarkets; and
WHEREAS, the Trust has entered into a Distribution Agreement with each
Distributor, pursuant to which each such Distributor will act as the distributor
and representative of the Trust in the offer and sale of shares of beneficial
interest, par value $0.10 per share, including the Class II shares (the "Class
II shares"), of XXXXXXX XXXXX RETIREMENT RESERVES MONEY FUND (the "Fund") series
of the Trust to the public (such shares of beneficial interest being referred to
herein as the "Distributor Class II Shares"); and
WHEREAS, the Trust desires to adopt this Amended and Restated Class II
Distribution Plan (referred to herein as the "Class II Distribution Plan") in
the manner and on the terms and conditions hereinafter set forth, which Class II
Distribution Plan must be adopted in accordance with Rule 12b-1 under the
Investment Company Act;
WHEREAS, each Distributor desires to enter into the Class II Distribution
Plan on said terms and conditions;
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of the Class II Distribution Plan will
benefit the Fund and its Class II shareholders;
NOW, THEREFORE, the Trust hereby adopts, and each Distributor hereby
agrees to the terms of, the Class II Distribution Plan in accordance with Rule
12b-1 under the Investment Company Act on the following terms and conditions:
1. The Fund is hereby authorized to utilize its assets to make
payments to each Distributor pursuant to the Class II Distribution
Plan to defray the expenses of such Distributor associated with a
variety of marketing activities and services including advertising,
sales and marketing support and systems, and preparing and
distributing promotional materials ("Marketing Services") with
respect to Distributor Class II Shares.
2. The Fund shall pay each Distributor Class II Shares a fee at the
end of each month at the annual rate of 0.20% of average daily net
asset value of the Distributor Class II Shares sold by such
Distributor.
3. In the event that the aggregate payments received by a
Distributor under the Class II Distribution Plan in any year shall
exceed the Plan expenditures of such Distributor in such fiscal
year, such Distributor shall not reimburse the Fund the amount of
such excess.
4. Each Distributor shall provide the Trust 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 for expenses during such
period.
5. Each Distributor 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, neither Distributor
shall be liable to the Fund or any of its Class II shareholders for
any error of judgment or mistake of law for any act of omission or
for any losses sustained by the Fund or its Class II shareholders.
6. Nothing contained in the Class II Distribution Plan shall prevent
either Distributor or any affiliated person of such Distributor 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.
7. The Class II Distribution Plan shall not take effect until it has
been approved by a vote of at least a majority, as defined in the
Investment Company Act, of the outstanding Class II voting
securities of the Fund.
8. The Class II Distribution Plan shall not take effect until it has
been approved by votes of a majority of both (a) the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested
persons" of the Trust, as defined in the Investment Company Act, and
have no direct or indirect financial interest in the operation of
the Class II Distribution Plan or any agreements related to it, cast
in person at a meeting or meetings called for the purpose of voting
on the Class II Distribution Plan.
9. The Class II Distribution 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 Class II Distribution
Plan in Paragraph 8.
10. The Class II Distribution 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 Class II voting securities of the Fund.
11. The Class II Distribution Plan may not be amended to increase
materially the fee provided for in Paragraph 2 unless and until such
amendment is approved in the manner provided for in Paragraphs 7 and
8, and no other material amendment to the Class II Distribution Plan
shall be made unless approved in the manner provided for approval in
Paragraph 8.
12. While the Class II Distribution Plan is in effect, the selection
and nomination of Trustees who are not interested persons, as
defined in the Investment Company Act, of the Trust shall be
committed to the discretion of the Trustees who are not interested
persons.
13. The Trust shall preserve copies of the Class II Distribution
Plan and any related agreements and all reports made pursuant to
Paragraph 4, for a period of not less than six years, the first two
years in an easily accessible place.
14. The Declaration of Trust establishing the Trust, dated July 15,
1986, a copy of which, together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name "Xxxxxxx Xxxxx
Retirement Series Trust" 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 the Trust 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 the Trust but the "Trust Property" only shall
be liable.
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Class II Distribution Plan as of the date first above written.
XXXXXXX XXXXX RETIREMENT SERIES TRUST
By
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FAM DISTRIBUTORS, INC.
By
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BLACKROCK DISTRIBUTORS, INC.
By
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EXHIBIT A
Distributors
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BlackRock Distributors, Inc.
FAM Distributors, Inc.
