Exhibit 13(a)
DISTRIBUTION PLAN
FOR CLASS II SHARES OF BLACKROCK VARIABLE SERIES FUNDS, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the 29th day of September 2006, by and
between BLACKROCK VARIABLE SERIES FUNDS, INC., a Maryland corporation (the
"Company"), on behalf of each of its series listed on Exhibit A as such Exhibit
may be amended from time to time (the "Portfolios"), and the distributors listed
on Exhibit B (each a "Distributor").
WITNESSETH:
WHEREAS, the Company engages 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 Company (the "Directors") are authorized to
establish separate series relating to separate portfolios of securities, and the
Directors have established and designated the Portfolios as series of the
Company; and
WHEREAS, each Distributor 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 Company, on behalf of each Portfolio, has entered into a
Distribution Agreement with each Distributor, pursuant to which each Distributor
acts as a distributor and representative of the Company in the offer and sale of
shares of the common stock, par value $0.10 per share, of each Portfolio,
including the Class II shares of common stock of each Portfolio (collectively,
the "Class II Shares"); and
WHEREAS, the Company, on behalf of each Portfolio, desires to adopt this
Distribution Plan (this "Plan") pursuant to Rule 12b-1 under the Investment
Company Act, pursuant to which each Portfolio will pay a distribution fee to, or
at the direction of, a Distributor in connection with the distribution of Class
II Shares of the Portfolios; and
WHEREAS, Class II Shares of the Portfolios are sold to the separate
accounts ("Separate Accounts") of various insurance companies (the
"Participating Insurance Companies") that issue variable annuity or variable
life contracts (the "Contracts"); and
WHEREAS, the Directors of the Company have determined that there is a
reasonable likelihood that adoption of this Plan will benefit the Company and
its Class II shareholders.
NOW, THEREFORE, the Company hereby adopts, and each Distributor xxxxxx
agrees to the terms of, this Plan in accordance with Rule 12b-1 under the
Investment Company Act on the following terms and conditions:
1. The Company hereby authorizes each Distributor to arrange for the
Company to enter into Sub-Agreements substantially in the form attached hereto
with Participating Insurance Companies. Each such Sub-Agreement shall provide
that the Participating Insurance
Companies shall provide a Distributor with such information as is reasonably
necessary to permit the Distributor to comply with the reporting requirements
set forth in Paragraph 4 hereof.
2. Upon effectiveness of this Plan with respect to the Class II Shares of
a Portfolio, the Company, on behalf of such Portfolio, shall pay to each of the
Participating Insurance Companies a distribution fee under the Plan at the end
of each month equal to 0.15% of the average daily net asset value of the Class
II Shares of such Portfolio held by such Participating Insurance Company. Such
distribution fee shall be paid to the Participating Insurance Companies as
compensation for providing distribution related services to the Portfolios'
shareholders, including, but not limited to the following:
(a) printing and mailing of prospectuses relating to the Portfolios,
statements of additional information, any supplements thereto and
shareholder reports for existing and prospective Contract holders;
(b) services relating to the development, preparation, printing and
mailing of Company advertisements, sales literature and other
promotional materials describing and/or relating to the Portfolios
and including materials intended for use within the Participating
Insurance Company, or for broker-dealer only use or retail use;
(c) holding seminars and sales meetings designed to promote the
distribution of the Class II Shares of the Portfolios;
(d) obtaining information and providing explanations to Contract holders
regarding the investment objectives and policies and other
information about the Company and the Portfolios, including the
performance of the Portfolios;
(e) training sales personnel regarding the Company and the Portfolios;
(f) compensating sales personnel in connection with the allocation of
cash values and premiums of the Contract holders to the Company;
(g) providing personal services and/or maintenance of the accounts of
the Contract holders with respect to Class II Shares of the
Portfolios attributable to such accounts; and
(h) financing any other activity that the Company's Board of Directors
determines is primarily intended to result in the sale of the Class
II Shares.
3. Only distribution expenditures properly attributable to the sale of
Class II Shares of a Portfolio will be used to justify any fee paid by the
Company with respect to that Portfolio pursuant to this Plan, and, to the extent
that such expenditures relate to more than one Portfolio, the expenditures will
be allocated between or among the affected Portfolios in a manner deemed
appropriate by the Board of Directors of the Company.
4. Each Distributor shall provide the Company 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
distribution fee during such period.
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5. This Plan shall not take effect until it has been approved, together
with the provisions of any related agreements, by votes of a majority of both
(a) the Directors of the Company and (b) those Directors of the Company who are
not "interested persons" of the Company, 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 this Plan
and such related agreements.
6. This Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in Paragraph 5.
7. This Plan may be terminated with respect to a Portfolio at any time by
vote of a majority of the Rule 12b-1 Directors or by vote of a majority of the
outstanding Class II voting securities of that Portfolio.
8. This Plan may not be amended to increase materially the rate of
distribution payments provided for in Paragraph 2 hereof unless such amendment
is approved in the manner provided for initial approval in Paragraph 5 hereof
and by a vote of at least a majority of the outstanding Class II voting
securities, as defined in the Investment Company Act, of each Portfolio affected
by the amendment, and no material amendment to the Plan shall be made unless
approved in the manner provided for approval and annual renewal of Paragraph 5
hereof.
9. While this Plan is in effect, the selection and nomination of Directors
who are not interested persons, as defined in the Investment Company Act, of the
Company shall be committed to the discretion of the Directors who are not
interested persons.
10. The Company shall preserve copies of this Plan and any related
agreements and all reports made pursuant to Paragraph 4 hereof, for a period of
not less than six years from the date of this Plan, or the agreements or such
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 caused the foregoing
instrument to be executed by their duly authorized officers, all as of the day
and the year first above written.
BLACKROCK VARIABLE SERIES FUNDS, INC.
By: _____________________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President & Treasurer
FAM DISTRIBUTORS, INC.
By: _____________________________________
Name:
Title:
BLACKROCK DISTRIBUTORS, INC.
By: _____________________________________
Name:
Title:
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Exhibit A
BlackRock Balanced Capital V.I. Fund
BlackRock Basic Value V.I. Fund
BlackRock Bond V.I. Fund
BlackRock Fundamental Growth V.I. Fund
BlackRock Global Growth V.I. Fund
BlackRock Global Allocation V.I. Fund
BlackRock Government Income V.I. Fund
BlackRock High Income V.I. Fund
BlackRock S&P 500 Index V.I. Fund
BlackRock Large Cap Core V.I. Fund
BlackRock Large Cap Growth V.I. Fund
BlackRock Large Cap Value V.I. Fund
BlackRock Value Opportunities V.I. Fund
BlackRock Utilities and Telecommunications V.I. Fund
BlackRock Money Market V.I. Fund
BlackRock International Value V.I. Fund
As of September 29, 2006
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Exhibit B
Distributors
------------
BlackRock Distributors, Inc.
FAM Distributors, Inc.
As of September 29, 2006
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FORM OF DISTRIBUTION SUB-AGREEMENT
BLACKROCK VARIABLE SERIES FUNDS, INC. (the "Company"), on behalf of each
of its series listed on Exhibit A as such Exhibit may be amended from time to
time (the "Portfolios"), and _____________________ (the "Insurance Company")
mutually agree to the arrangements set forth in this Agreement (the "Agreement")
dated as of _________________.
WHEREAS, the Company is an open-end investment company registered under
the Investment Company Act of 1940, as amended (the "Investment Company Act");
and
WHEREAS, the Insurance Company issues variable life insurance policies
and/or variable annuity contracts (the "Contracts"); and
WHEREAS, amounts invested in the Contracts by Contract holders are
deposited in separate accounts of the Insurance Company which in turn purchase
Class II Shares of one or more of the Portfolios, each of which is an investment
option offered by the Contracts; and
WHEREAS, the Insurance Company will provide certain services to the
Contract holders; and
WHEREAS, the Insurance Company desires to be compensated for providing
such services to the Contract holders.
NOW, THEREFORE, the parties agree as follows:
1. Services. The Insurance Company shall provide the services listed below
in respect of the Class II Shares of the Portfolios held by the Insurance
Company's separate accounts. Such services include, but are not limited to, the
following:
(a) printing and mailing of Company prospectuses, statements of
additional information, any supplements thereto and shareholder reports for
existing and prospective Contract holders;
(b) services relating to the development, preparation, printing and
mailing of Company advertisements, sales literature and other promotional
materials describing and/or relating to the Portfolios and including materials
intended for use within the Insurance Company, or for broker-dealer only use or
retail use;
(c) holding seminars and sales meetings designed to promote the
distribution of the Class II Shares of the Portfolios;
(d) obtaining information and providing explanations to Contract
holders regarding the investment objectives and policies and other information
about the Company and the Portfolios, including the performance of the
Portfolios;
(e) training sales personnel regarding the Company and the
Portfolios;
(f) compensating sales personnel in connection with the allocation
of cash values and premiums of the Contract holders to the Company;
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(g) providing personal services and/or maintenance of the accounts
of Contract holders with respect to Class II Shares of the Portfolios
attributable to such accounts;
(h) financing any other activity that the Company's Board of
Directors determines is primarily intended to result in the sale of the Class II
Shares.
2. Distribution Fee Payments. The Company agrees to pay, with respect to
each Portfolio, to the Insurance Company at the end of each month an amount
equal to 0.15% of the average daily net asset value of the Class II Shares of
such Portfolio held by the Insurance Company separate accounts during that
month.
The Insurance Company shall provide [insert name of applicable
distributor] (the "Distributor"), at least quarterly, such information as
reasonably requested by the Distributor to enable the Distributor to comply with
the reporting requirements of Rule 12b-1 under the Investment Company Act ("Rule
12b-1") regarding the disbursement of the distribution fee during such period
referred to in Paragraph 4 of the Distribution Plan entered into by the Company
and the Distributor pursuant to Rule 12b-1 (the "Plan").
3. Termination. This Agreement may be terminated at any time with respect
to a Portfolio, without the payment of any penalty, by vote of a majority of the
members of the Board of Directors of the Company who are not "interested
persons" of the Company, as defined in the Investment Company Act, and have no
direct or indirect financial interest in the operation of the Company, the Plan
or in any agreements related to the Plan or a majority of the outstanding voting
securities (as defined in the Investment Company Act) of the Portfolio on not
more that 60 days' written notice to the Insurance Company.
4. Amendment. This Agreement may be amended only upon mutual agreement of
the parties hereto in writing.
5. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered.
(a) To the Company c/o BlackRock Advisors, LLC at 000 Xxxxxxxx Xxxx
Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, attention: General Counsel; and (b) To the
Insurance Company, at ________________________, attention:
______________________________.
6. Miscellaneous.
(a) Assignment. This Agreement shall automatically terminate in the
event of its assignment (as defined in the Investment Company Act) or in the
event of the termination of the Plan or any amendment to the Plan that requires
such termination.
(b) Intended Beneficiaries. Nothing in this Agreement shall be
construed to give any person or entity other than the parties hereto any legal
or equitable claim, right or remedy. Rather, this Agreement is intended to be
for the sole and exclusive benefit of the parties hereto.
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(c) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which shall together
constitute one and the same instrument.
(d) Applicable Law. This Agreement shall be interpreted, construed,
and enforced in accordance with the laws of the State of New York, without
reference to the conflict of law principles thereof.
(e) Severability. If any portion of this Agreement shall be found to
be invalid or unenforceable by a court or tribunal or regulatory agency of
competent jurisdiction, the remainder shall not be affected thereby, but shall
have the same force and effect as if the invalid or unenforceable portion had
not been inserted.
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IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers, all as of the day
and the year first above written.
BLACKROCK VARIABLE SERIES FUNDS, INC.
By: _____________________________________
Name:
Title:
[INSURANCE COMPANY].
By: _____________________________________
Name:
Title:
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