EXHIBIT 99.15
DISTRIBUTION PLAN
OF
XXXXXXX XXXXX VARIABLE SERIES FUNDS, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the _____ day of __________, 1997, by and
between XXXXXXX XXXXX VARIABLE SERIES FUNDS, INC., a Maryland corporation (the
"Company"), and XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC., a Delaware corporation
("MLFD").
W I T N E S S E T H:
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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 Company comprises sixteen separate funds (the "Funds"),
each of which pursues its own investment objective through separate investment
policies, and may in the future comprise one or more additional funds; 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 Company has entered into a Distribution Agreement with
MLFD, pursuant to which MLFD acts as the exclusive distributor and
representative of the Company in the offer and sale of shares of the Class B
Common Stock of each Fund (collectively, the "Class B Shares") of the Company;
and
WHEREAS, the Company desires to adopt this Distribution Plan pursuant
to Rule 12b-1 under the Investment Company Act, pursuant to which the Company
will pay a distribution fee to, or at the direction of, MLFD in connection with
the distribution of Class B Shares of each Fund; and
WHEREAS, Class B Shares of the Company's Funds are sold to the
separate accounts ("Separate Accounts") of various insurance companies (the
"Insurance Companies") that issue variable annuity or variable life contracts;
and
WHEREAS, the Directors of the Company have determined that there is a
reasonable likelihood that adoption of this Distribution Plan will benefit the
Company and its Class B shareholders.
NOW, THEREFORE, the Company hereby adopts, and the Distributor xxxxxx
agrees to the terms of, this Distribution Plan (the "Plan") in accordance with
Rule 12b-1 under the Investment Company Act on the following terms and
conditions:
1. The Company hereby authorizes MLFD to arrange for the Company to
enter into Sub-Agreements substantially in the form attached hereto with
Insurance Companies (the "Participating Insurance Companies"). Such Sub-
Agreement shall provide that the Participating Insurance Companies 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.
2. Upon effectiveness of the this Plan with respect to the Class B
Shares of a Fund, the Company, on behalf of such Fund, 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
B Shares of such Fund 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 Company's
shareholders, including, but 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 Separate Account owners;
(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 Company 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 B Shares of the Funds;
(d) obtaining information and providing explanations to Separate
Account owners regarding the investment objectives and policies and other
information about the Company and its Funds, including the performance of
the Funds;
(e) training sales personnel regarding the Company and the Funds;
(f) compensating sales personnel in connection with the allocation of
cash values and premiums of the Separate Accounts to the Company;
(g) providing personal services and/or maintenance of the Separate
Accounts with respect to Class B Shares of the Funds attributable to such
accounts; and
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(h) financing any other activity that the Company's Board of Directors
determines is primarily intended to result in the sale of the Class B
Shares.
Only distribution expenditures properly attributable to the sale of Class B
Shares of a Fund will be used to justify any fee paid by the Company with
respect to that Fund pursuant to this Plan, and, to the extent that such
expenditures relate to more than one Fund, the expenditures will be allocated
between or among the affected Funds in a manner deemed appropriate by the Board
of Directors of the Company.
3. MLFD 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.
4. 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.
5. 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 4.
6. This Plan may be terminated with respect to a Fund at any time by
vote of a majority of the Rule 12b-1 Directors or by vote of a majority of the
outstanding Class B voting securities of that Fund.
7. 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 4 hereof
and by a vote of at least a majority, as defined in the Investment Company Act,
of the outstanding Class B voting securities of each Fund 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 4 hereof.
8. 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 [and a majority of the Directors shall be Rule 12b-1
Directors.]
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9. The Company shall preserve copies of this 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 this 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 Distribution
Plan as of the date first above written.
XXXXXXX XXXXX VARIABLE SERIES FUNDS, INC.
By:______________________________________
XXXXXXX XXXXX FUNDS DISTRIBUTOR, INC.
By:_____________________________________
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