0001193125-08-261076 Sample Contracts

MERRILL LYNCH U.S.A. GOVERNMENT RESERVES SHAREHOLDER SERVICING PLAN PURSUANT TO RULE 12b-1
Merrill Lynch Usa Government Reserves • December 29th, 2008

SHAREHOLDER SERVICING PLAN made as of the 1st day of October, 2008 by and between Merrill Lynch U.S.A. Government Reserves, a Massachusetts business trust (the “Fund”), and BlackRock Investments, Inc., a Delaware corporation (the “Distributor”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED UNIFIED TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND SHAREHOLDER SERVICING AGENCY AGREEMENT
Shareholder Servicing Agency Agreement • December 29th, 2008 • Merrill Lynch Usa Government Reserves • New York

THIS AMENDMENT, effective as of the 1 ST day of October, 2008, by and between each of the registered investment companies executing this amendment on the signature page hereto, on behalf of itself and each of its respective series (collectively, the “Funds”), and Financial Data Services, Inc. (“FDS”) (each Fund and FDS each being a “Party” and collectively, the “Parties”).

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