PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1
PLAN AND AGREEMENT made as of the 11th day of June, 1999, by and
between ACTIVA MUTUAL FUND TRUST, a Delaware business trust (hereinafter the
"Trust"), and ACTIVA ASSET MANAGEMENT, LLC, a Michigan LLC (hereinafter the
"Distributor").
WHEREAS, the Trust engages in business as an open-end management
investment company, and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, the Trust desires to finance the distribution of the shares of
beneficial interest ("shares"), of the Activa Mutual Funds (series of the
Trust), and for any additional such classes or series that may hereafter be
offered to the public in accordance with this Plan and Agreement of Distribution
pursuant to Rule 12b-1 under the Act (the "Plan and Agreement"); and
WHEREAS, the Distributor desires to be retained to perform services in
accordance with such Plan and Agreement and on said terms and conditions; and
WHEREAS, this Plan and Agreement has been approved by a vote of the
Board of Trustees of the Trust, including a majority of the Trustees who are not
interested persons of the Trust, as defined in the Act, and who have no direct
or indirect financial interest in the operation of this Plan and Agreement (the
"Disinterested Trustees") cast in person at a meeting called for the purpose of
voting on this Plan and Agreement; and
NOW, THEREFORE, the Trust adopts the Plan set forth herein and the
Trust and the Distributor hereby enter into this Agreement pursuant to the Plan
in accordance with the requirements of Rule 12b-1 under the Act, and provide and
agree as follows:
1. The Plan is defined as those provisions of this document by
which the Trust adopts a Plan pursuant to Rule 12b-1 under the
Act and authorizes payments as described herein. The Plan
shall not apply to Class R shares of the Activa Value Fund.
The Agreement is defined as those provisions of this document
by which the Trust retains the Distributor to provide
distribution services as described herein. The Trust may
retain the Plan notwithstanding termination of the Agreement.
The Trust is hereby authorized to utilize the assets of the
Trust to finance certain activities in connection with
distribution of the Trust's shares.
2. Subject to the supervision of the Board of Trustees, the
Trust hereby retains the Distributor to promote the
distribution of shares of the Trust by providing services and
engaging in activities as specified herein. The activities and
services to be provided by the Distributor hereunder shall
include one or more of the following: (a) the payment of
compensation (including trail commissions and incentive
compensation) to securities dealers, financial institutions
and other organizations, which may include companies
affiliated with the Distributor, that render distribution and
administrative services in connection with the distribution of
the shares of the Trust; (b) the printing and distribution of
reports and prospectuses for the use of potential investors in
the Trust; (c) the preparing and distributing of sales
literature; (d) the providing of advertising and engaging in
other promotional activities, including direct mail
solicitation, and television, radio, newspaper and other media
advertisements; (e) the qualification (other than auditing
expenses) of the shares for sale in the states and
jurisdictions where Trust sales are sold and the fees payable
to each such state or jurisdiction for maintaining the
qualification therein; and (f) the providing of support
services in connection with the distribution of the Trust's
shares, including but not limited to, office space and
equipment, telephone facilities, answering routine inquires
regarding the Trust, processing shareholder transactions and
providing any other shareholder services not otherwise
provided by the Trust's transfer agent and other services and
activities as may from time to time be agreed upon by the
Distributor and the Trust. Such reports and prospectuses,
sales literature, advertising and promotional activities and
other services and activities may be prepared and/or conducted
either by companies affiliated with the Distributor or by
third parties.
C-54
3. The Distributor hereby undertakes to use its best efforts
to promote sales of shares of the Trust to investors by
engaging in those activities specified in paragraph (2) above
as may be necessary and as it from time to time believes will
best further sales of such shares.
4. The Trust is hereby authorized to expend, out of the
Trust's assets, on a monthly basis, and shall pay to the
Distributor a maximum amount computed at an annual rate of
0.25 of 1% of the average daily net assets of the Trust during
the month. The Trust's Board of Trustees shall from time to
time determine the amounts, within the foregoing maximum
amounts, that the Trust will pay the Distributor hereunder. No
payments will be made by the Trust hereunder after the date of
termination of the Plan and Agreement. Payment from the Value
Fund will begin on September 1, 1999.
5. To the extent that obligations incurred by the Distributor
out of its own resources to finance any activity primarily
intended to result in the sales of shares of the Trust,
pursuant to this Plan and Agreement or otherwise, may be
deemed to constitute the indirect use of Trust assets, such
indirect use of Trust assets is hereby authorized in addition
to, and not in lieu of, any other payments authorized under
this Plan and Agreement.
6. The Distributor shall provide to the Board of Trustees of
the Trust, at least quarterly, a written report of all moneys
spent by the Distributor on the activities and services
specified in paragraph (2) above pursuant to the Plan and
Agreement. Upon request, but no less frequently than annually,
the Distributor shall provide to the Board of Trustees of the
Trust such information as may reasonably be required for it to
review the continuing appropriateness of the Plan and
Agreement.
7. This Plan and Agreement shall become effective immediately
upon approval by a majority of the outstanding voting
securities as defined in the Actof each Fund, and shall
continue in effect until June 11, 2000 unless terminated as
provided below. Thereafter, the Plan and Agreement shall
continue in effect from year to year, provided that the
continuance of each is approved at least annually by a vote of
the Board of Trustees of the Trust, including a majority of
the Disinterested Trustees, cast in person at a meeting called
for the purpose of voting on such continuance. The Plan may be
terminated at any time, without penalty, by the vote of a
majority of the Disinterested Trustees or by the vote of a
majority of the outstanding voting securities of the Trust.
The Distributor, or the Trust, by vote of a majority of the
Disinterested Trustees or of the holders of a majority of the
outstanding voting securities of the Trust, may terminate the
Agreement under this Plan, without penalty, upon 30 days'
written notice to the other party.
C-55
8. So long as the Plan remains in effect, the selection of
persons to serve as Trustees of the Trust who are not
"interested persons" of the Trust shall be committed to the
discretion of the directors then in office who are not
"interested persons" of the Trust. However, nothing contained
herein shall prevent the participation of other persons in the
selection and nomination process, provided that a final
decision on any such selection or nomination is within the
discretion of, and approved by, a majority of the Trustees of
the Trust then in office who are not "interested persons" of
the Trust.
9. This Plan may not be amended to increase the amount to be
spent by the Trust hereunder without approval of a majority of
the outstanding voting securities of the Trust. All material
amendments to the Plan and Agreement must be approved by the
vote of the Board of Trustees of the Trust including a
majority of the Disinterested Trustees, cast in person at a
meeting called for the purpose of voting on such amendment.
10. To the extent that this Plan and Agreement constitutes a
Plan of Distribution adopted pursuant to Rule 12b-1 under the
Act it shall remain in effect as such, so as to authorize the
use by the Trust of its assets in the amounts and for the
purposes set forth herein, notwithstanding the occurrence of
an "assignment," as defined by the Act and the rules
thereunder. To the extent it constitutes an agreement with the
Distributor pursuant to a plan, it shall terminate
automatically in the event of such "assignment." Upon a
termination of the agreement with the Distributor, the Trust
may continue to make payments pursuant to the Plan only upon
the approval of a new agreement under this Plan and Agreement,
which may or may not be with the Distributor, or the adoption
of other arrangements regarding the use of the amounts
authorized to be paid by the Trust hereunder, by the Trust's
Board of Trustees in accordance with the procedures set forth
in paragraph 7 above.
11. The Trust shall preserve copies of this Plan and Agreement
and all reports made pursuant to paragraph 6 hereof, together
with minutes of all Board of Trustees meetings at which the
adoption, amendment of continuance of the Plan were considered
(describing the factors considered and the basis for
decision), for a period of not less than six years from the
date of this Plan and Agreement, or any such reports or
minutes, as the case may be, the first two years in an easily
accessible place.
C-56
12. This Plan and Agreement shall be construed in accordance
with the laws of the State of Michigan and applicable
provisions of the Act. To the extent the applicable laws of
the State of Michigan, or any provisions herein, conflict with
the applicable provisions of the Act, the latter shall
control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan and Agreement on the 11th day of June, 1999.
ACTIVA MUTUAL FUND TRUST
By: _____________________________
ATTEST: ___________________________
ACTIVA ASSET MANAGEMENT, LLC
_________________________________
By:______________________________
ATTEST: ___________________________
C-57
