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EXHIBIT 15
ACCOUNT MAINTENANCE PLAN
OF
XXXXXXX XXXXX INDEX FUNDS, INC.
PURSUANT TO RULE 12B-1
ACCOUNT MAINTENANCE PLAN made as of January 1, 1997, by and between
Xxxxxxx Xxxxx Index Funds, Inc., a Maryland corporation (the "Corporation"), on
behalf of it series listed on Appendix A hereto (the "Funds"), and Xxxxxxx
Xxxxx Funds Distributor, Inc., a Delaware corporation ("MLFD").
W I T N E S S E T H:
WHEREAS, the Corporation 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, MLFD is a securities firm engaged in the business of selling
shares of investment companies either directly to purchasers or through other
securities dealers; and
WHEREAS, the Corporation proposes to enter into a Distribution
Agreement with MLFD, pursuant to which MLFD will act as the exclusive
distributor and representative of the Corporation in the offer and sale of
shares of common stock, par value $0.0001 per share (the "shares"), of the
Funds to the public; and
WHEREAS, the Corporation on behalf of the Funds desires to adopt this
Account Maintenance Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act pursuant to which each separate Fund will pay an account
maintenance fee to MLFD with respect to the Fund's Class D shares; and
WHEREAS, the Directors of the Corporation have determined that there
is a reasonable likelihood that adoption of the Plan will benefit the Funds and
their respective Class D shareholders.
NOW, THEREFORE, the Corporation on behalf of each Fund hereby adopts,
and MLFD hereby agrees to the terms of, the Plan in accordance with Rule 12b-1
under the Investment Company Act on the following terms and conditions:
1. The Corporation shall pay MLFD with respect to the Class D 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 average daily net assets attributable to the
Class D shares of the Fund to compensate MLFD and securities firms with which
MLFD enters into related agreements pursuant to Paragraph 2 hereof
("Sub-Agreements") for providing account maintenance activities with respect to
Class D
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shareholders of the Fund. Expenditures under the Plan may consist of payments
to financial consultants for maintaining accounts in connection with Class D
shares of the Fund and payment of expenses incurred in connection with such
account maintenance activities including the costs of making services
available to Class D shareholders (including assistance in connection with
inquiries related to shareholder accounts).
2. The Corporation hereby authorizes MLFD to enter into
Sub-Agreements with certain securities firms ("Securities Firms"), including
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, to provide compensation to
such Securities Firms for activities and services of the type referred to in
Paragraph 1 hereof. MLFD may reallocate all or a portion of its account
maintenance fee to such Securities Firms as compensation for the
above-mentioned activities and services. Such compensation will be in an
amount as set forth in the individual Sub-Agreements. Such Sub-Agreements
shall provide that the Securities Firms shall provide MLFD with such
information as is reasonably necessary to permit MLFD to comply with the
reporting requirements set forth in Paragraph 3 hereof.
3. MLFD 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.
4. This Plan shall not take effect until it has been approved,
together with any related agreements, 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
and such related agreements.
5. 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 4.
6. The Plan may be terminated at any time by vote of a majority of
the Rule 12b-1 Directors, or with respect to any Fund by vote of a majority of
the outstanding Class D shares of that Fund.
7. The Plan may not be amended to increase materially the rate of
payments provided for herein 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 D shares of the Fund, and by the Directors of the
Corporation in the manner provided for in Paragraph 4 hereof, and no material
amendment to the Plan shall be made unless approved in the manner provided for
approval and annual renewal in Paragraph 4 hereof.
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8. While the Plan is in effect, 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.
9. The Corporation shall preserve copies of the Plan and any related
agreements and all reports made pursuant to Paragraph 3 hereof, for a period of
not less than six years from the date of the Plan, or the agreements or such
report, as the case may be, the first two years in an easily accessible place.
IN WITNESS WHEREOF, the parties hereto have executed this Account
Maintenance Plan as of the date first above written.
XXXXXXX XXXXX INDEX FUNDS, INC.
By: /s/ Xxxxx X. Xxxxx
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Title: President
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President and Treasurer
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Appendix A
SERIES OF XXXXXXX XXXXX INDEX FUNDS, INC.
Xxxxxxx Xxxxx S&P 500 Index Fund
Xxxxxxx Xxxxx Small Cap Index Fund
Xxxxxxx Xxxxx Aggregate Bond Index Fund
Xxxxxxx Xxxxx International Index Fund
As of January 1, 1997
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EXHIBIT 15
ACCOUNT MAINTENANCE PLAN SUB-AGREEMENT
AGREEMENT made as of January 1, 1997, by and between Xxxxxxx Xxxxx
Funds Distributor, Inc. ("MLFD"), and Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx
Incorporated (the "Securities Firm").
W I T N E S S E T H :
WHEREAS, MLFD has entered into an agreement with Xxxxxxx Xxxxx Index
Funds, Inc., a Maryland corporation (the "Corporation"), pursuant to which it
acts as the exclusive distributor for the sale of shares of common stock, par
value $0.0001 per share (the "shares"), of the several series of the
Corporation (the "Funds"); and
WHEREAS, MLFD and the Corporation have entered into an Account
Maintenance Plan (the "Plan") pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "Act") pursuant to which MLFD receives an account
maintenance fee from each Fund at the annual rate of 0.25% of the average daily
net assets attributable to the Class D shares of the Fund for account
maintenance activities related to Class D shares of the Fund; and
WHEREAS, MLFD desires the Securities Firm to perform certain account
maintenance activities for the Funds' Class D shareholders and the Securities
Firm is willing to perform such activities and services;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:
1. The Securities Firm shall provide account maintenance
activities with respect to the Class D shares of each Fund of the types
referred to in Paragraph 1 of the Plan.
2. As compensation for its activities and services performed
under this Sub-Agreement, MLFD shall pay the Securities Firm an account
maintenance fee at the end of each calendar month in an amount agreed upon by
the parties hereto.
3. The Securities Firm shall provide MLFD, at least quarterly,
such information as reasonably requested by MLFD to enable MLFD to comply with
the reporting requirements of Rule 12b-1 regarding the disbursement of the
account maintenance fee during such period referred to in Paragraph 3 of the
Plan.
4. This Sub-Agreement shall not take effect 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 Act, and have no direct or indirect
financial interest in the operation of the Plan, this Agreement or any
agreements related to the Plan or this Agreement (the "Rule 12b-1 Directors"),
cast in person at a meeting or meetings called for the purpose of voting on
this Agreement.
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5. This Agreement shall continue in effect for as long as such
continuance is specifically approved at least annually in the manner provided
for approval of the Plan in Paragraph 5.
6. This Agreement shall automatically terminate in the event of
its assignment or in the event of the termination of the Plan or any amendment
to the Plan that requires such termination.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President and Treasurer
XXXXXXX LYNCH, XXXXXX, XXXXXX &
XXXXX INCORPORATED
By: /s/ Xxxxx Xxxxxx
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