EQUITRUST SERIES FUND, INC.
DISTRIBUTION PLAN AND AGREEMENT
PLAN AND AGREEMENT amended and restated as of the 1st day of December,
2003, by and between EQUITRUST SERIES FUND, INC., a Maryland corporation (the
"Fund"), and EQUITRUST MARKETING SERVICES, LLC, a Delaware limited liability
company (the "Underwriter").
WHEREAS, Rule 12b-1 under the Investment Company Act of 1940 (the
"Act"), provides that a registered open-end management investment company may
act as a distributor of securities of which it is the issuer, provided that any
payments made by such company in connection with such distribution are made
pursuant to a written plan describing all material aspects of the proposed
financing of distribution;
WHEREAS, the Fund is a registered open-end investment company
authorized to issue shares of common stock in separate series, with the shares
representing interests in separate portfolios of securities and other assets
(the Fund's series together with all the series subsequently established by the
Fund being referred to herein individually as a "Series" and collectively, the
"Series"); and the Fund is authorized to and has divided the Shares of each
Series into two classes designated as Class B Shares and Class I (or
"Institutional") Shares;
WHEREAS, EquiTrust Investment Management Services, Inc. shall cease
functioning as underwriter and distributor of the Fund effective December 1,
2003;
WHEREAS, the Underwriter desires to act and shall act as the
underwriter in selling shares of the Fund, and the Underwriter and various
securities dealers (the "Dealers") sell shares of the Fund and provide services
to existing shareholders;
WHEREAS, the Board of Directors of the Fund has determined that the
Fund should make direct payments to the Underwriter to compensate the
Underwriter and to permit it to compensate Dealers in connection with the
selling of the Fund's Class B Shares only, and that such payments should be
separate from the administrative services fee paid to EquiTrust Marketing
Services, LLC pursuant to a separate agreement;
WHEREAS, the original Plan and Agreement between the Fund and EquiTrust
Investment Management Services, Inc., was approved by the vote of at least a
majority (as defined in the Act) of the outstanding shares of the Fund and
became effective on December 1, 1987 and was amended on November 25, 1991,
December 1, 1997 and December 1, 2002, and is further amended hereby;
WHEREAS, the Fund wants to enter into this EquiTrust Series Fund, Inc.
Distribution Plan and Agreement ("the Plan") with the Underwriter, an affiliate
of EquiTrust Investment Management Services, Inc., in the manner and on the
terms and conditions hereinafter set forth pursuant to Rule 12b-1 under the Act;
WHEREAS, the Underwriter wants to enter into the Plan on said terms and
conditions; and
WHEREAS, the Board of Directors of the Fund has determined that there
is a reasonable likelihood that the Plan will benefit the Fund and the Class B
shareholders;
NOW, THEREFORE, the following shall constitute the written Plan:
SECTION 1. The Fund is hereby authorized to make payments from its
assets to the Underwriter pursuant to this Plan to compensate the Underwriter
and to permit it to compensate Dealers for rendering assistance in the
distribution and promotion of the sale of the Fund's Class B Shares to the
public with respect to the Series presently established and to such other Series
as may hereafter be established by the Board of Directors. Amounts paid under
this Plan shall comply with guidelines concerning asset-based sales charges as
set forth in the Conduct Rules of the National Association of Securities
Dealers, Inc.
In consideration of the activities described above, the Fund shall pay
the Underwriter a fee after the end of each month at the annual rate of 0.50% of
the average daily net assets of the Class B Shares of the Fund. The Underwriter
may compensate Dealers for sales of the Fund's Class B Shares in amounts up to
4% of the amount invested. The Underwriter shall be entitled to retain any
contingent deferred sales charges imposed pursuant to the Fund's prospectus on
the Class B Shares.
SECTION 2. This Plan, which is to continue in effect in this amended
form until November 30, 2004 and shall thereafter continue in effect so long as
such continuance is specifically approved at least annually by votes of the
majority of both (a) the Board of Directors of the Fund, and (b) those Directors
of the Fund who, except for their positions as Directors of the Fund, are not
"interested persons" (as defined in the Act) of the Fund and who have no direct
or indirect financial interest in the operation of this Plan or any agreements
related to this Plan (the "Disinterested Directors"), cast in person at a
meeting called for the purpose of voting on this Plan or such agreements.
SECTION 3. The President of the Underwriter, or such other person as he
may designate, shall provide to the Board and the Board shall review at least
quarterly a written report of the amounts so expended and purposes for which
such expenditures were made.
SECTION 4. This Plan may be terminated at any time by vote of a
majority of the Disinterested Directors, or by vote of a majority (as defined in
the Act) of the Fund's outstanding Class B Shares.
SECTION 5. Any agreement of the Fund to this Plan shall be in writing
and shall provide:
A. That such agreement may be terminated at any time, without
payment of any penalty by vote of a majority of the members of
the Board of Directors of the Fund who are not interested persons
of the Fund and have no direct or indirect financial interest in
the operation of the Plan or in any agreements related to the
Plan or by a vote of a majority (as defined in the Act) of the
Fund's outstanding Class B Shares on not more than sixty days'
written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the event of
its assignment.
SECTION 6. While the Plan is in effect, the selection and nomination of
Directors who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the Fund Directors who are not
interested persons.
SECTION 7. The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to Section 3, for a period of not less
than six years from the date of the Plan, or the agreements or such reports, as
the case may be, the first two years in an easily accessible place.
SECTION 8. This Plan may not be amended to increase materially the
amount of distribution expenses provided for in Section 1 hereof unless such
amendment is approved in the manner provided for in Section 2 as well as being
approved by a vote of at least a majority (as defined in the Act) of the
outstanding Class B Shares of the Fund and no other material amendment to this
Plan shall be made unless approved in the manner provided for in Section 2
hereof.
SECTION 9. This Plan supersedes all prior distribution plans and
agreements between the Fund and the Underwriter.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan as of the day first written above.
ATTEST: EQUITRUST SERIES FUND, INC.
/s/ XXXXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
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Xxxxxxx X. Xxxx Xxxxxx X. Xxxxxx
Vice President Chief Executive Officer
ATTEST: EQUITRUST INVESTMENT MANAGEMENT SERVICES, INC.
/s/ XXXXXX XXXXXX By: /s/ XXXXXX X. XXXXXX
-------------------------- --------------------------
Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx
Secretary President
ATTEST: EQUITRUST MARKETING SERVICES, LLC
/s/ XXXXXX XXXXXX By: /s/ XXXXXX X. XXXXXX
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Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx
Secretary Vice President - Investment
Administration
