MERRILL LYNCH READY ASSETS TRUST SHAREHOLDER SERVICING PLAN PURSUANT TO RULE 12b-1
EXHIBIT
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XXXXXXX XXXXX READY ASSETS TRUST
PURSUANT TO RULE 12b-1
SHAREHOLDER SERVICING PLAN made as of the 1st day of October, 2008 by and among Xxxxxxx Xxxxx Ready
Assets Trust, a Massachusetts business trust (the “Trust”), and BlackRock Investments, Inc., a
Delaware corporation (the “Distributor”).
W I T N E S S E T H:
WHEREAS, the Trust 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, the 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 (“financial intermediaries”); and
WHEREAS, the Trust has entered into a Distribution Agreement with the Distributor, pursuant to
which the Distributor acts as the distributor and representative of the Trust in the offer and sale
of shares of beneficial interest of the Trust, to the public (such shares of beneficial interest
being referred to herein as the “Distributor Trust Shares”); and
WHEREAS, the Trust desires to adopt this Shareholder Servicing Plan (referred to herein as the
“Plan”) in the manner and on the terms and conditions hereinafter set forth, which Plan must be
adopted pursuant to the provisions of Paragraph 6 of the Plan as they relate to material amendments
which do not increase the fee paid pursuant to the Plan and in accordance with Rule 12b-1 under the
Investment Company Act; and
WHEREAS, the Distributor desires to enter into the Plan on said terms and conditions; and
WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that
adoption of the Plan will benefit the Trust and its shareholders:
NOW, THEREFORE, the Trust hereby adopts the Plan in accordance with the requirements of
Paragraph 6 of the Plan and Rule 12b-1 under the Investment Company Act and the parties hereto
enter into this agreement on the following terms and conditions:
1. The Trust is hereby authorized to pay each Distributor 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 Distributor
Trust Shares sold through the Distributor for providing, or arranging for the provision of, account
maintenance and sales and promotional activities and services with respect to shares of the Trust.
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 Trust and the costs of preparing and
distributing promotional materials). The fee may also be used to pay the financing costs of
carrying the unreimbursed expenditures described in this Paragraph 1. Payment of the fee described
in this Paragraph 1 shall be subject to any limitations set forth in any applicable regulation of
the Financial Industry Regulatory Authority, Inc.
2. In the event that the aggregate payments received by the Distributor under the Plan in any
year shall exceed the amount of the distribution and shareholder servicing expenditures of the
Distributor incurred by the Distributor in such year, the Distributor shall be required to
reimburse the Trust the amount of such excess.
3. The 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 during such period. The report shall include an itemization
of the distribution and shareholder servicing expenses incurred by the Distributor, the purpose of
such expenditures and a description of the benefits derived by the Trust therefrom.
4. The Distributor will use its best efforts in rendering and causing its employees to render
services to the Trust, but in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations hereunder, the Distributor shall not be liable to the Trust
or any of its shareholders for any error of judgment or mistake of law for any act of omission or
for any losses sustained by the Trust or its shareholders.
5. Nothing contained in the Plan shall prevent the Distributor or any affiliated person of the
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.
6. The 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 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 Trust.
9. The Plan may not be amended to increase materially the fee provided for in Paragraph 1
unless and until such amendment is approved in the manner provided for in Paragraph 6 and approved
by a vote of at least a majority, as defined in the Investment Company
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Act, of the outstanding voting securities of the Trust, and no other material amendment to the Plan
shall be made unless approved in the manner provided for approval in Paragraph 6.
10. While the 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.
11. The Trust shall preserve copies of the Plan and any related agreements and all reports
made pursuant to Paragraph 3, for a period of not less than six years, the first two years in an
easily accessible place.
12. The Declaration of Trust establishing Xxxxxxx Xxxxx Ready Assets Trust, dated May 14,
1987, 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
Ready Assets 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 Xxxxxxx
Xxxxx Ready Assets 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 said Xxxxxxx Xxxxx Ready Assets
Trust, but the Trust Property only shall be liable.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Shareholder Servicing
Plan as of the date first above written.
| XXXXXXX XXXXX READY ASSETS TRUST | ||||||
| By: | ||||||
| Title: | ||||||
| BLACKROCK INVESTMENTS, INC. | ||||||
| By: | ||||||
| Title: | ||||||
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