E:\AGREEMENTS\12B1_PLANS_AND_SCHED\New BC Plan.doc
XXXXXXX SOCIAL INVESTMENT FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
CLASS A
AS PERMITTED BY RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 AND IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS DISTRIBUTION PLAN ("PLAN"), AS
HEREINAFTER SET FORTH, XXXXXXX SOCIAL INVESTMENT FUND ("FUND") MAY INCUR CERTAIN
EXPENDITURES TO PROMOTE THE FUND AND FURTHER THE DISTRIBUTION OF SHARES OF FUND.
1. PAYMENT OF DISTRIBUTION EXPENSES. (A) THE FUND MAY INCUR EXPENDITURES FOR
CERTAIN EXPENSES ASSOCIATED WITH THE DISTRIBUTION OF ITS SHARES. SUCH
DISTRIBUTION EXPENSES INCLUDE, BUT NEED NOT BE LIMITED TO: THE COST OF PRINTING
AND MAILING PROSPECTUSES, SALES LITERATURE AND OTHER RELEVANT MATERIAL TO OTHER
THAN CURRENT SHAREHOLDERS OF THE FUND; ADVERTISING AND PUBLIC RELATIONS; AND
PAYMENTS TO SALES PERSONNEL, BROKER-DEALERS AND OTHER THIRD PARTIES IN RETURN
FOR DISTRIBUTION ASSISTANCE. PAYMENTS FOR DISTRIBUTION EXPENSES INCURRED BY THE
FUND PURSUANT TO THIS PLAN MAY BE MADE DIRECTLY OR INDIRECTLY; HOWEVER, ALL
AGREEMENTS WITH ANY PERSON RELATING TO THE IMPLEMENTATION OF THIS PLAN SHALL BE
IN WRITING, AND SUCH AGREEMENTS SHALL BE SUBJECT TO TERMINATION, WITHOUT
PENALTY, PURSUANT TO THE PROVISIONS OF PARAGRAPH 2(C) OF THIS PLAN.
(B) DISTRIBUTION EXPENSES INCURRED BY THE FUND PURSUANT TO THIS PLAN MAY
NOT EXCEED, ON AN ANNUAL BASIS, 0.35% OF THE MANAGED GROWTH, EQUITY AND BOND
PORTFOLIOS' AVERAGE DAILY NET ASSETS AND 0.25% OF THE MONEY MARKET PORTFOLIO'S
AVERAGE DAILY NET ASSETS.
(C) NOTHING IN THIS PLAN SHALL OPERATE OR BE CONSTRUED TO LIMIT THE EXTENT
TO WHICH THE FUND'S INVESTMENT ADVISOR OR ANY OTHER PERSON, OTHER THAN THE FUND,
AT ITS EXPENSE APART FROM THIS PLAN, MAY INCUR COSTS AND PAY EXPENSES ASSOCIATED
WITH THE DISTRIBUTION OF FUND SHARES.
2. EFFECTIVE DATE AND TERM. (A) THIS PLAN SHALL BECOME EFFECTIVE UPON
APPROVAL BY MAJORITY VOTES OF (I) THE BOARD OF TRUSTEES OF THE FUND AND THE
TRUSTEES WHO ARE NOT INTERESTED PERSONS WITHIN THE MEANING OF SECTION 2(A) (19)
OF THE INVESTMENT COMPANY ACT OF 1940 AND HAVE NO DIRECT OR INDIRECT FINANCIAL O
INTEREST IN THE OPERATION OF THE PLAN OR IN ANY AGREEMENTS RELATED TO THE PLAN
(SUCH TRUSTEES ARE HEREINAFTER REFERRED TO AS "QUALIFIED TRUSTEES"), CAST IN
PERSON AT A MEETING CALLED FOR THE PURPOSE OF VOTING ON THIS PLAN, AND (II) THE
OUTSTANDING VOTING SECURITIES OF THE FUND.
B) THIS PLAN SHALL REMAIN IN EFFECT FOR ONE YEAR FROM ITS ADOPTION DATE
AND MAY CONTINUE IN EFFECT THEREAFTER IF THIS PLAN IS APPROVED AT LEAST ANNUALLY
BY A MAJORITY VOTE OF THE TRUSTEES OF THE FUND, INCLUDING A MAJORITY OF THE
QUALIFIED TRUSTEES, CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF VOTING
ON THE PLAN.
C). THIS PLAN MAY BE TERMINATED AT ANY TIME BY A MAJORITY VOTE OF THE
QUALIFIED TRUSTEES OR BY VOTE OF A MAJORITY OF THE OUTSTANDING VOTING SECURITIES
OF THE FUND OR, WITH RESPECT TO A PORTFOLIO, BY A VOTE OF A MAJORITY OF THE
OUTSTANDING VOTING SECURITIES OF THAT PORTFOLIO.
3. REPORTS. THE PERSON AUTHORIZED TO DIRECT THE DISPOSITION OF MONIES
PAID OR PAYABLE BY THE FUND PURSUANT TO 'HE PLAN SHALL PROVIDE, ON AT LEAST A
QUARTERLY BASIS, A WRITTEN REPORT TO THE FUND'S BOARD OF TRUSTEES OF THE AMOUNTS
EXPENDED PURSUANT TO THIS PLAN OR ANY RELATED AGREEMENT AND THE PURPOSES FOR
WHICH SUCH EXPENDITURES WERE MADE.
4. SELECTION OF DISINTERESTED TRUSTEES. WHILE THIS PLAN IS IN EFFECT, THE
SELECTION AND NOMINATION OF THOSE TRUSTEES WHO ARE NOT INTERESTED PERSONS OF THE
FUND WITHIN THE MEANING OF SECTION 2(A)(19) OF THE INVESTMENT COMPANY ACT OF
1940 SHALL BE COMMITTED TO THE DISCRETION OF THE TRUSTEES THEN IN OFFICE WHO ARE
NOT INTERESTED PERSONS OF THE FUND.
5. EFFECT OF PLAN. THIS PLAN SHALL NOT OBLIGATE THE FUND OR ANY OTHER
PERSON TO ENTER INTO AN AGREEMENT WITH ANY PARTICULAR PERSON.
6. AMENDMENT. THIS PLAN MAY NOT BE AMENDED TO INCREASE MATERIALLY THE
AMOUNT AUTHORIZED IN PARAGRAPH L(B) HEREOF TO BE SPENT FOR DISTRIBUTION WITHOUT
APPROVAL BY A VOTE OF THE MAJORITY OF THE OUTSTANDING SECURITIES OF THE FUND OR,
WITH RESPECT TO A PORTFOLIO, BY A VOTE OF A MAJORITY OF THE OUTSTANDING VOTING
SECURITIES OF THE PORTFOLIO. ALL MATERIAL AMENDMENTS TO THIS PLAN MUST BE
APPROVED BY A MAJORITY VOTE OF THE BOARD OF TRUSTEES OF THE FUND, AND OF THE
QUALIFIED TRUSTEES, CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF VOTING
THEREON.
AS AMENDED BY SHAREHOLDERS
ON SEPTEMBER 28, 1990
E/12B-1/CLASS A/CSIF PLAN AND SCHED
XXXXXXX SOCIAL INVESTMENT FUND
MANAGED INDEX PORTFOLIO
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
CLASS A DISTRIBUTION PLAN EXPENSES INCURRED BY THE PORTFOLIO, PURSUANT TO THIS
PLAN MAY NOT EXCEED, ON AN ANNUAL BASIS, 0.25%, OF THE PORTFOLIO'S CLASS A
AVERAGE DAILY NET ASSETS.
E/12B-1/CLASS A/CSIF PLAN AND SCHED.
THE XXXXXXX GROUP OF FUNDS
CLASS B AND CLASS C
DISTRIBUTION PLAN
AS APPROVED BY THE BOARDS
IN NOVEMBER 1993 AND AS AMENDED AND RESTATED
FEBRUARY 1998 PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
THIS DISTRIBUTION PLAN APPLIES TO CLASS B AND CLASS C IN EACH PORTFOLIO OF
THE XXXXXXX FUNDS LISTED IN SCHEDULE A (EACH A "FUND" AND TOGETHER, THE "FUNDS")
AND TO ANY FUTURE CLASS FOR WHICH THIS DISTRIBUTION PLAN HAS BEEN APPROVED IN
ACCORDANCE WITH PARAGRAPH 2(A) BELOW. FOR PURPOSES OF THIS DISTRIBUTION PLAN
EACH SERIES PORTFOLIO OF A FUND IS REFERRED TO HEREIN AS A "SERIES" AND
TOGETHER, AS THE "SERIES".
AS PERMITTED BY RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 AND IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS PLAN, AS HEREINAFTER SET FORTH,
A FUND MAY INCUR CERTAIN EXPENDITURES TO PROMOTE ITSELF AND FURTHER THE
DISTRIBUTION OF ITS SHARES.
1. PAYMENT OF FEE
(A) AS COMPENSATION FOR CERTAIN SERVICES PERFORMED AND EXPENSES ASSUMED
BY EACH FUND'S DISTRIBUTOR AND PRINCIPAL UNDERWRITER ("DISTRIBUTOR") EACH FUND
MAY PAY THE DISTRIBUTOR A DISTRIBUTION FEE (THE "DISTRIBUTION FEE"). THE
DISTRIBUTION FEE IS INTENDED TO COMPENSATE THE DISTRIBUTOR FOR ITS MARKETING
EFFORTS, WHICH INCLUDE, BUT ARE NOT LIMITED TO THE FOLLOWING COSTS: COMMISSIONS
AND OTHER PAYMENTS ADVANCED TO SALES PERSONNEL AND THIRD PARTIES AND RELATED
INTEREST COSTS AS PERMITTED BY THE RULES OF THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS, INC. ("NASD"), PRINTING AND MAILING PROSPECTUSES, SALES
LITERATURE AND OTHER RELEVANT MATERIAL TO OTHER THAN CURRENT SHAREHOLDERS,
ADVERTISING AND PUBLIC RELATIONS, TELEMARKETING, MARKETING-RELATED OVERHEAD
EXPENSES AND OTHER DISTRIBUTION COSTS. SUCH DISTRIBUTION FEE IS IN ADDITION TO
ANY NASD SERVICE FEE THAT MAY BE PAID HEREUNDER AND AS DESCRIBED AT SECTION 3(B)
OF THE DISTRIBUTION AGREEMENT BETWEEN THE RESPECTIVE FUNDS AND THE DISTRIBUTOR,
OR ANY FRONT-END OR DEFERRED SALES CHARGES THE DISTRIBUTOR RECEIVES FROM A FUND
WITH RESPECT TO SALES OR REDEMPTION OF FUND SHARES. TOTAL FEES PAID PURSUANT TO
THIS PLAN, INCLUDING THE DISTRIBUTION FEE DESCRIBED ABOVE, AND THE NASD SERVICE
FEE, SHALL NOT EXCEED THE RATE SET FORTH IN THE ATTACHED SCHEDULE B TO THIS
PLAN. ALL AGREEMENTS WITH ANY PERSON RELATING TO THE IMPLEMENTATION OF THIS
PLAN SHALL BE IN WRITING, AND SUCH AGREEMENTS SHALL BE SUBJECT TO TERMINATION,
WITHOUT PENALTY, PURSUANT TO THE PROVISIONS OF PARAGRAPH 2(C) OF THIS PLAN.
-8-
(B) A FUND WILL PAY EACH PERSON WHICH HAS ACTED AS PRINCIPAL
UNDERWRITER OF ITS CLASS B SHARES ITS ALLOCABLE PORTION (AS SUCH TERM IS DEFINED
IN THE DISTRIBUTION AGREEMENT PURSUANT TO WHICH SUCH PERSON ACTS OR ACTED AS
PRINCIPAL UNDERWRITER OF THE CLASS B SHARES (THE "APPLICABLE DISTRIBUTION
AGREEMENT")) OF THE DISTRIBUTION FEE IN RESPECT OF CLASS B SHARES OF THE FUND.
SUCH PERSON SHALL BE PAID ITS ALLOCABLE PORTION OF SUCH DISTRIBUTION FEES
NOTWITHSTANDING SUCH PERSON'S TERMINATION AS DISTRIBUTOR OF THE CLASS B SHARES
OF THE FUND, SUCH PAYMENTS TO BE CHANGED OR TERMINATED ONLY: (I) AS REQUIRED BY
A CHANGE IN APPLICABLE LAW OR A CHANGE IN ACCOUNTING POLICY ADOPTED BY THE
INVESTMENT COMPANIES COMMITTEE OF THE AICPA AND APPROVED BY FASB THAT RESULTS IN
A DETERMINATION BY THE FUND'S INDEPENDENT ACCOUNTANTS THAT ANY ASSET BASED SALES
CHARGES (AS THAT TERM IS DEFINED BY THE NASD) IN RESPECT OF SUCH FUND, AND WHICH
ARE NOT YET DUE AND PAYABLE, MUST BE ACCOUNTED FOR BY SUCH FUND AS A LIABILITY
IN ACCORDANCE WITH GAAP, EACH AFTER THE EFFECTIVE DATE OF THIS RESTATED
DISTRIBUTION PLAN; (II) IF IN THE SOLE DISCRETION OF THE BOARD OF
TRUSTEES/DIRECTORS, AFTER DUE CONSIDERATION OF THE RELEVANT FACTORS CONSIDERED
WHEN ADOPTING AND/OR AMENDING THIS DISTRIBUTION PLAN INCLUDING THE TRANSACTIONS
CONTEMPLATED IN THAT CERTAIN PURCHASE AND SALE AGREEMENT ENTERED INTO BETWEEN A
FUND'S DISTRIBUTOR AND THE COMMISSION FINANCING ENTITY, THE BOARD OF
TRUSTEES/DIRECTORS DETERMINES, SUBJECT TO ITS FIDUCIARY DUTY, THAT THIS
DISTRIBUTION PLAN AND THE PAYMENTS THEREUNDER MUST BE CHANGED OR TERMINATED,
NOTWITHSTANDING THE EFFECT THIS ACTION MIGHT HAVE ON THE FUND'S ABILITY TO OFFER
AND SELL CLASS B SHARES; OR (III) IN CONNECTION WITH A COMPLETE TERMINATION OF
THIS DISTRIBUTION PLAN, IT BEING UNDERSTOOD THAT FOR THIS PURPOSE A COMPLETE
TERMINATION OF THIS DISTRIBUTION PLAN OCCURS ONLY IF, AS TO A FUND OR SERIES,
THIS DISTRIBUTION PLAN IS TERMINATED AND THE FUND HAS NOT ADOPTED ANY OTHER
DISTRIBUTION PLAN WITH RESPECT TO ITS CLASS B OR OTHER SUBSTANTIALLY SIMILAR
CLASS OF SHARES. THE SERVICES RENDERED BY A DISTRIBUTOR FOR WHICH THAT
DISTRIBUTOR IS ENTITLED TO RECEIVE ITS ALLOCABLE PORTION OF THE DISTRIBUTION FEE
SHALL BE DEEMED TO HAVE BEEN COMPLETED AT THE TIME OF THE INITIAL PURCHASE OF
THE COMMISSION SHARES (AS DEFINED IN THE DISTRIBUTION AGREEMENT) TAKEN INTO
ACCOUNT IN COMPUTING THAT DISTRIBUTOR'S ALLOCABLE PORTION OF THE DISTRIBUTION
FEE.
THE OBLIGATION OF A FUND TO PAY THE DISTRIBUTION FEE SHALL TERMINATE UPON
THE TERMINATION OF THIS DISTRIBUTION PLAN AS TO SUCH FUND IN ACCORDANCE WITH THE
TERMS HEREOF. EXCEPT AS PROVIDED IN THE PRECEDING PARAGRAPH, A FUND'S
OBLIGATION TO PAY THE DISTRIBUTION FEE TO A DISTRIBUTOR OF THE CLASS B SHARES OF
THE FUND SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY
DISPUTE, OFFSET, COUNTERCLAIM OR DEFENSE WHATSOEVER (IT BEING UNDERSTOOD THAT
NOTHING IN THIS SENTENCE SHALL BE DEEMED A WAIVER BY A FUND OF ITS RIGHT
SEPARATELY TO PURSUE ANY CLAIMS IT MAY HAVE AGAINST SUCH DISTRIBUTOR AND ENFORCE
SUCH CLAIMS AGAINST ANY ASSETS (OTHER THAN ITS RIGHT TO BE PAID ITS ALLOCABLE
PORTION OF THE DISTRIBUTION FEE AND TO BE PAID THE CONTINGENT DEFERRED SALES
CHARGES) OF SUCH DISTRIBUTOR).
THE RIGHT OF A DISTRIBUTOR TO RECEIVE THE DISTRIBUTION FEE, BUT NOT THE
RELEVANT DISTRIBUTION AGREEMENT OR THAT DISTRIBUTOR'S OBLIGATIONS THEREUNDER,
MAY BE TRANSFERRED BY THAT DISTRIBUTOR IN ORDER TO RAISE FUNDS WHICH MAY BE
USEFUL OR NECESSARY TO PERFORM ITS DUTIES AS PRINCIPAL UNDERWRITER, AND ANY SUCH
TRANSFER SHALL BE EFFECTIVE UPON WRITTEN NOTICE FROM THAT DISTRIBUTOR TO THE
FUND. IN CONNECTION WITH THE FOREGOING, EACH FUND IS AUTHORIZED TO PAY ALL OR
PART OF THE DISTRIBUTION FEE DIRECTLY TO SUCH TRANSFEREE AS DIRECTED BY THAT
DISTRIBUTOR.
(C) NOTHING IN THIS DISTRIBUTION PLAN SHALL OPERATE OR BE CONSTRUED TO
LIMIT THE EXTENT TO WHICH THE FUND'S INVESTMENT ADVISOR OR ANY OTHER PERSON,
OTHER THAN THE FUND, AT ITS EXPENSE APART FROM THE DISTRIBUTION PLAN, MAY INCUR
COSTS AND PAY EXPENSES ASSOCIATED WITH THE DISTRIBUTION OF FUND SHARES.
2. EFFECTIVE DATE AND TERM
(A) THIS DISTRIBUTION PLAN SHALL BECOME EFFECTIVE AS TO ANY CLASS OF
ANY SERIES UPON APPROVAL BY MAJORITY VOTES OF (I) THE BOARD OF THE FUND AND THE
MEMBERS THEREOF WHO ARE NOT INTERESTED PERSONS WITHIN THE MEANING OF SECTION
2(A)(19) OF THE INVESTMENT COMPANY ACT OF 1940 AND HAVE NO DIRECT OR INDIRECT
FINANCIAL INTEREST IN THE OPERATION OF THE DISTRIBUTION PLAN OR IN ANY
AGREEMENTS RELATED TO THE DISTRIBUTION PLAN ("QUALIFIED TRUSTEES/DIRECTORS"),
CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF VOTING ON THIS
DISTRIBUTION PLAN, AND (II) THE OUTSTANDING VOTING SECURITIES OF THE FUND.
(B) THIS DISTRIBUTION PLAN SHALL REMAIN IN EFFECT FOR ONE YEAR FROM ITS
ADOPTION DATE AND MAY CONTINUE IN EFFECT THEREAFTER IF THIS DISTRIBUTION PLAN IS
APPROVED AT LEAST ANNUALLY BY A MAJORITY VOTE OF THE BOARD OF THE FUND,
INCLUDING A MAJORITY OF THE QUALIFIED TRUSTEES/DIRECTORS, CAST IN PERSON AT A
MEETING CALLED FOR THE PURPOSE OF VOTING ON THE DISTRIBUTION PLAN.
(C) SUBJECT TO PARAGRAPH 1(B) ABOVE, THIS DISTRIBUTION PLAN MAY BE
TERMINATED AT ANY TIME WITHOUT PAYMENT OF ANY PENALTY BY A MAJORITY VOTE OF THE
QUALIFIED TRUSTEES/DIRECTORS OR BY VOTE OF A MAJORITY OF THE OUTSTANDING VOTING
SECURITIES OF THE FUND, OR, WITH RESPECT TO THE TERMINATION OF THIS DISTRIBUTION
PLAN AS TO A PARTICULAR CLASS OF A PORTFOLIO, BY A VOTE OF A MAJORITY OF THE
OUTSTANDING VOTING SECURITIES OF THAT CLASS.
(D) THE PROVISIONS OF THIS DISTRIBUTION PLAN ARE SEVERABLE FOR EACH
SERIES OR CLASS, AND WHENEVER ACTION IS TO BE TAKEN WITH RESPECT TO THIS
DISTRIBUTION PLAN, THAT ACTION MUST BE TAKEN SEPARATELY FOR EACH SERIES OR CLASS
AFFECTED BY THE MATTER.
3. REPORTS
THE PERSON AUTHORIZED TO DIRECT THE DISPOSITION OF MONIES PAID OR PAYABLE
BY THE FUND PURSUANT TO THE DISTRIBUTION PLAN SHALL PROVIDE, ON AT LEAST A
QUARTERLY BASIS, A WRITTEN REPORT TO EACH FUND'S BOARD OF THE AMOUNTS EXPENDED
PURSUANT TO THIS DISTRIBUTION PLAN OR ANY RELATED AGREEMENTS AND THE PURPOSES
FOR WHICH SUCH EXPENDITURES WERE MADE.
4. SELECTION OF DISINTERESTED TRUSTEES/DIRECTORS
WHILE THIS DISTRIBUTION PLAN IS IN EFFECT, THE SELECTION AND NOMINATION OF
THOSE TRUSTEES/DIRECTORS WHO ARE NOT INTERESTED PERSONS OF A FUND WITHIN THE
MEANING OF SECTION 2(A)(19) OF THE INVESTMENT COMPANY ACT OF 1940 SHALL BE
COMMITTED TO THE DISCRETION OF THE TRUSTEES/DIRECTORS THEN IN OFFICE WHO ARE NOT
INTERESTED PERSONS OF THE FUND.
5. EFFECT OF PLAN
THIS DISTRIBUTION PLAN SHALL NOT OBLIGATE THE FUND OR ANY OTHER PARTY TO
ENTER INTO AN AGREEMENT WITH ANY PARTICULAR PERSON.
6. AMENDMENT
THIS DISTRIBUTION PLAN MAY NOT BE AMENDED TO INCREASE MATERIALLY THE AMOUNT
AUTHORIZED IN PARAGRAPH 1 HEREOF TO BE SPENT BY A FUND FOR DISTRIBUTION WITHOUT
APPROVAL BY A VOTE OF THE MAJORITY OF THE OUTSTANDING SHARES OF SUCH FUND,
EXCEPT THAT IF THE AMENDMENT RELATES ONLY TO A PARTICULAR CLASS OF A FUND, SUCH
APPROVAL NEED ONLY BE BY A VOTE OF THE MAJORITY OF THE OUTSTANDING SHARES OF
THAT CLASS. ALL MATERIAL AMENDMENTS TO THIS DISTRIBUTION PLAN MUST BE APPROVED
BY A MAJORITY VOTE OF THE BOARD OF THE FUND, AND OF THE QUALIFIED
TRUSTEES/DIRECTORS, CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF VOTING
THEREON.
SCHEDULE A
THE XXXXXXX FUND
XXXXXXX TAX-FREE RESERVES
XXXXXXX MUNICIPAL FUND
XXXXXXX SOCIAL INVESTMENT FUND
XXXXXXX WORLD VALUES FUND
XXXXXXX NEW WORLD FUND
FIRST VARIABLE RATE FUND
SCHEDULE B
THE TOTAL FEES PAID BY THE RESPECTIVE CLASS OF EACH SERIES OF A FUND
PURSUANT TO THIS DISTRIBUTION PLAN SHALL NOT EXCEED THE RATE, AS A PERCENTAGE OF
THAT CLASS' AVERAGE ANNUAL NET ASSETS, SET FORTH BELOW:
FUND/SERIES CLASS B CLASS C
DISTRIBUTION SERVICE DISTRIBUTION
SERVICE
FEE FEE FEE FEE
THE XXXXXXX FUND
XXXXXXX NEW VISION
SMALL CAP FUND 0.75 0.25 0.75 0.25
XXXXXXX INCOME FUND 0.75 0.25 0.75 0.25
XXXXXXX TAX-FREE RESERVES
LONG-TERM 0.75 0.25 0.75 0.25
VERMONT MUNICIPAL 0.75 0.25 0.75 0.25
XXXXXXX MUNICIPAL FUND
NATIONAL 0.75 0.25 N/A N/A
CALIFORNIA 0.75 0.25 N/A N/A
MARYLAND 0.75 0.25 N/A N/A
VIRGINIA 0.75 0.25 N/A N/A
XXXXXXX SOCIAL INVESTMENT FUND
MANAGED GROWTH 0.75 0.25 0.75 0.25
EQUITY 0.75 0.25 0.75 0.25
BOND 0.75 0.25 0.75 0.25
MANAGED INDEX 0.75 0.25 0.75 0.25
XXXXXXX WORLD VALUES FUND
INTERNATIONAL EQUITY 0.75 0.25 0.75
0.25
CAPITAL ACCUMULATION 0.75 0.25 0.75
0.25
XXXXXXX NEW WORLD FUND
XXXXXXX NEW AFRICA 0.75 0.25 0.75 0.25
FIRST VARIABLE RATE FUND
XXXXXXX FIRST GOV.
MONEY MARKET 0.75 0.25 0.75 0.25
RESTATED FEB. 1998
E:\AGREEMENTS\MULTI FUND AGMTS\NEW BC PLAN.DOC
