Exhibit 13
AMENDED AND RESTATED
ACCOUNT MAINTENANCE PLAN
PURSUANT TO RULE 12b-1
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 of 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 the division of Princeton Funds Distributor,
Inc., a Delaware corporation, indicated on Schedule A (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 D
Shares") of each Fund to the public; and
WHEREAS, the Corporation on behalf of each Fund desires to adopt this Class
D 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 D 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
Class D 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 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 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 of the Fund
relating to the Class D Shares to compensate the Distributor for providing, or
arranging for the provision of, account maintenance activities with respect to
Class D shareholders of the Fund. Expenditures under the Plan may consist of
payments to financial intermediaries for maintaining accounts in connection with
Class D 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 any Fund by vote
of a majority of the Rule 12b-1 Directors, or by vote of a majority of the
outstanding Class D 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 D 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.
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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
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Title:
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC., a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
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Title:
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Schedule A
Corporation: Xxxxxxx Xxxxx Index Funds, Inc.
Date: May 1, 2000
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
Xxxxxxx Xxxxx Mid Cap Index Fund
Division of Princeton Funds Distributor, Inc.: Xxxxxxx Xxxxx Funds Distributor,
Inc.
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