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AMENDED AND RESTATED
SHAREHOLDER SERVICING PLAN AND AGREEMENT
AMENDED AND RESTATED SHAREHOLDER SERVICING PLAN AND AGREEMENT made as
of the 5th day of November, 1996 by and between Xxxxxxx Xxxxx U.S. Treasury
Money Fund, 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, diversified, 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 (such services being referred to as "MLPF&S
Administrative Services") which are being provided pursuant to the management
arrangements between the Fund and Xxxxxxx Xxxxx Asset Management, L.P.
("MLAM");
WHEREAS, MLPF&S account executives and other personnel spend
substantial amounts of time providing shareholder services to existing and
prospective MLPF&S Fund Accounts, including furnishing information as to the
status of such MLPF&S Fund Accounts and handling purchase and redemption orders
for Fund shares, for which they receive no compensation (such services being
referred to herein as "MLPF&S Shareholder Services and Activities");
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WHEREAS, pursuant to a Shareholder Servicing Plan and Agreement made
as of February 5, 1991 with MLPF&S (the "Plan") and continued annually
thereafter, pursuant to the provisions of Rule 12b-1 under the Investment
Company Act, the Trustees of the Fund have determined that the Trust should
make direct payments to MLPF&S for distribution to its financial consultants
and other directly involved MLPF&S personnel as compensation for the MLPF&S
Shareholder Services and Activities and that such payments should be in
addition to the management compensation being paid to MLAM;
WHEREAS, the Trustees of the Fund have determined that the Fund should
make direct payments to MLPF&S for distribution to its account executives and
other directly involved Xxxxxxx Xxxxx personnel as compensation for the MLPF&S
Shareholder Services and Activities and that such payments should be in
addition to the management compensation being paid to MLAM;
WHEREAS, the Trustees of the Fund have determined that in addition to
providing the services and activities provided in the Plan, MLPF&S in its
discretion may promote the sale, marketing and distribution of the shares of
the Fund by engaging in advertising activities in newspapers, magazines, radio,
television and other media and through direct mail solicitations and that a
portion of the aforesaid direct payments made to MLPF&S may be utilized to
reimburse MLPF&S for the costs (or a portion thereof) of preparing, running and
otherwise engaging in such advertising activities (the "Advertising
Expenditures");
WHEREAS, the Fund desires to adopt this Amended and Restated
Shareholder Servicing Plan and Agreement (referred to herein as the "Amended
Plan", which term shall be deemed to include the Plan when the context
requires) in the manner and on the terms and conditions hereinafter set forth,
which Amended Plan must be adopted pursuant to Rule 12b-1 under the
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Investment Company Act because the services for which compensation is to be
provided under the Amended Plan may include services associated with the
distribution of Fund shares;
WHEREAS, MLPF&S desires to enter into the Amended 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 Amended Plan will benefit the Fund
and its shareholders:
NOW, THEREFORE, the Fund hereby adopts the Amended 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 utilize its assets to make
payments to MLPF&S pursuant to the Amended Plan to (i) compensate MLPF&S
account executives and other directly involved MLPF&S personnel for providing
the MLPF&S Shareholder Services and Activities with respect to MLPF&S Fund
Accounts and (ii) subject to the limitations specified in Paragraph 2,
reimburse MLPF&S for part or all of any Advertising Expenditures incurred by
MLPF&S with respect to shares of the Fund.
2. The Fund shall pay MLPF&S a fee 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. Out of such fee, MLPF&S, in its sole discretion, may expend an
amount not exceeding 0.01% of the average daily net asset value of the MLPF&S
Fund Accounts as reimbursement for Advertising Expenditures; MLPF&S is
obligated to expend the remaining amount of the fee for compensation, including
incentives and bonuses, to MLPF&S account executives and other directly
involved MLPF&S personnel (such expenditures of the fee, including Advertising
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Expenditures, being referred to as the "Plan Expenditures"). The fee is for
direct personal services and is not to be considered compensation for the
MLPF&S Administrative Services.
3. 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 for Plan
Expenditures during such period. The report shall include an itemization of the
Plan Expenditures made by MLPF&S and the purpose of such Plan Expenditures.
4. In the event that the aggregate payments received by MLPF&S
under the Amended Plan in any year shall exceed the Plan Expenditures in such
fiscal year, MLPF&S shall be required to reimburse the Fund the amount of such
excess.
5. 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.
6. Nothing contained in the Amended 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.
7. The Amended 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 the Amended Plan or any agreements related to
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it (the "Rule 12b-1 Trustees"), cast in person at a meeting or meetings called
for the purpose of voting on the Amended Plan.
8. The Amended 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 Amended Plan in Paragraph 7.
9. The Amended 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.
10. The Amended 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 Paragraph 7 and approved by a vote of at least a
majority, as defined in the Investment Company Act, of the outstanding voting
securities of the Fund, and no other material amendment to the Amended Plan
shall be made unless approved in the manner provided for in Paragraph 7.
11. While the Amended 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.
12. The Fund shall preserve copies of the Plan and the Amended
Plan and any related agreements and all reports made pursuant to Paragraph 3,
for a period of not less than six years from the date of the Amended Plan, or
the agreements or such report, as the case may be, the first two years in an
easily accessible place.
13. The Declaration of Trust establishing Xxxxxxx Xxxxx U.S.
Treasury Money Fund, dated October 30, 1990, 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,
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provides that the name "Xxxxxxx Xxxxx U.S. Treasury Money Fund" 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. Treasury Money Fund 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. Treasury
Money Fund, but the Trust Property (as defined in the Declaration) only shall
be liable.
WHEREAS, the parties hereto have executed and delivered this Amended
and Restated Shareholder Servicing Plan and Agreement as of the date first
above written.
XXXXXXX XXXXX U.S. TREASURY MONEY FUND
By:
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XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:
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