Exhibit 13
SECOND AMENDED AND RESTATED
ACCOUNT MAINTENANCE PLAN
PURSUANT TO RULE 12B-1
SECOND AMENDED AND RESTATED ACCOUNT MAINTENANCE PLAN made as
of the date indicated on Schedule A, by and between the Corporation listed on
Schedule A, a Maryland corporation (the "Corporation"), on behalf of each its
series as listed on Schedule A, as such Schedule may be amended from time to
time (each a "Fund," and collectively, the "Funds"), and FAM Distributors, Inc.,
a Delaware corporation ("FAMD" or the "Distributor").
W I T N E S S E T H:
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WHEREAS, the Corporation intends to engage 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 Directors of the Corporation (the "Directors") are
authorized to establish separate series relating to separate portfolios of
securities, each of which may offer separate classes of shares, and
WHEREAS, the Directors have established each Fund as a series of
the Corporation;
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 Corporation on behalf of the Funds proposes to enter
into an Amended and Restated Distribution Agreement with the Distributor,
pursuant to which the Distributor will act as the exclusive distributor and
representative of each Fund in the offer and sale of shares of common stock (the
"Class A Shares") of each Fund to the public; and
WHEREAS, the Corporation on behalf of each Fund desires to adopt
this Class A Account Maintenance Plan (the "Plan") pursuant to Rule 12b-1 under
the Investment Company Act pursuant to which each Fund will pay an account
maintenance fee to the Distributor with respect to the Fund's Class A shares;
and
WHEREAS, the Directors of the Corporation have determined that
there is a reasonable likelihood that adoption of the Plan will benefit each
Fund and its respective Class A shareholders.
NOW, THEREFORE, the Corporation on behalf of each Fund hereby
adopts, and the Distributor hereby agrees to the terms of, the Plan in
accordance with the Rule 12b-1 under the Investment Company Act on the following
terms and conditions:
1. The Corporation shall pay the Distributor with respect to the Class A
shares of each Fund an account maintenance fee under the Plan at the end of each
month at the annual rate of 0.25% of the average daily net assets of the Fund
relating to the Class A Shares to compensate the Distributor for providing, or
arranging for the provision of, account maintenance activities with respect to
Class A shareholders of the Fund. Expenditures under the Plan may consist of
payments to financial intermediaries for maintaining accounts in connection with
Class A shares and payment of expenses incurred in connection with such account
maintenance activities including the costs of making services available to
shareholders including assistance in connection with inquiries related to
shareholder accounts.
2. The Distributor shall provide the Corporation for review by the Board of
Directors, and the Directors shall review at least quarterly, a written report
complying with the requirements of Rule 12b-1 regarding the disbursement of the
account maintenance fee during such period.
3. This Plan shall not take effect with respect to a Fund until it has been
approved by votes of a majority of both (a) the Directors of the Corporation and
(b) those Directors of the Corporation who are not "interested persons" of the
Corporation, 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 Directors"), cast in person at a meeting or
meetings called for the purpose of voting on the Plan
4. The Plan shall continue in effect with respect to a Fund for so long as
such continuance is specifically approved at least annually in the manner
provided for approval of the Plan in Paragraph 3.
5. The Plan may be terminated at any time with respect to a Fund by vote of
a majority of the Rule 12b-1 Directors, or by vote of a majority of the
outstanding Class A voting securities of the applicable Fund.
6. The Plan may not be amended to increase materially the rate of payments
provided for in Paragraph 1 hereof with respect to any Fund unless such
amendment is approved by at least a majority, as defined in the Investment
Company Act, of the outstanding Class A voting securities of the applicable
Fund, and by the Directors of the Corporation in the manner provided for in
Paragraph 3 hereof, and no material amendment to the Plan shall be made unless
approved in the manner provided for approval and annual renewal in Paragraph 3
hereof.
7. While the Plan is in effect with respect to any Fund, the selection and
nomination of Directors who are not interested persons, as defined in the
Investment Company Act, of the Corporation shall be committed to the discretion
of the Directors who are not interested persons.
8. The Corporation shall preserve copies of the Plan and any related
agreements and all reports made pursuant to Paragraph 2 hereof, for a period of
not less than six years from the date of the Plan, or the date of such agreement
or report, as the case may be, the first two years in an easily accessible
place.
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IN WITNESS WHEREOF, the parties hereto have executed this Plan as
of the date first above written.
XXXXXXX XXXXX INDEX FUNDS, INC.
on behalf of each of its series listed on Schedule A
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President and Treasurer
FAM DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President and Treasurer
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Schedule A
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Corporation: Xxxxxxx Xxxxx Index Funds, Inc.
Date: April 15, 2003
Funds: Xxxxxxx Xxxxx S&P 500 Index Fund
Xxxxxxx Xxxxx Small Cap Index Fund
Xxxxxxx Xxxxx Aggregate Bond Index Fund
Xxxxxxx Xxxxx International Index Fund
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