▇▇▇▇▇▇ VARIABLE TRUST
CLASS IB
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes
the Distribution Plan for the Class IB shares of the
portfolio series (each a "Fund" and collectively the
"Funds") of ▇▇▇▇▇▇ Variable Trust, a Massachusetts
business trust (the "Trust"), adopted pursuant to the
provisions of Rule 12b-1 under the Investment
Company Act of 1940 (the "Act") and the related agreement between
the Trust and ▇▇▇▇▇▇ Mutual Funds Corp. ("PMF"), the principal
underwriter of the Trust's shares. During the effective term of
this Plan, the Trust may make payments to PMF upon the terms and
conditions hereinafter set forth:
Section 1. The Trust may make payments to PMF, in the form
of fees or reimbursements, to compensate PMF for services
provided and expenses incurred by it for purposes of promoting
the sale of Class IB shares of the Funds, reducing redemptions of
shares, or maintaining or improving services provided to
shareholders by PMF and investment dealers. The amount of such
payments and the purposes for which they are made shall be
determined by the Qualified Trustees (as defined below).
Payments under this Plan shall not exceed in any fiscal year the
annual rate of 0.35% of the average net asset value of the Class
IB shares of each Fund, as determined at the close of each
business day during the year. A majority of the Qualified
Trustees may, at any time and from time to time, reduce the
amount of such payments, or may suspend the operation of the Plan
for such period or periods of time as they may determine.
Section 2. This Plan shall not take effect with respect to
a Fund until:
(a) it has been approved by a vote of a majority of
the outstanding Class IB shares of the Fund, but only if the
Plan is adopted after the commencement of any public
offering of the Fund's Class IB shares or the sale of the
Fund's Class IB shares to persons who are not affiliated
persons of the Fund, affiliated persons of such persons,
promoters of the Fund or affiliated persons of such
promoters;
(b) it has been approved, together with any related
agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section
12(b) of the Act or the rules and regulations thereunder) of
both (i) the Trustees of the Trust, and (ii) the Qualified
Trustees of the Trust, cast in person at a meeting called
for the purpose of voting on this Plan or such agreement;
and
(c) the Fund has received the proceeds of the initial
public offering of its Class IB shares.
Section 3. This Plan shall continue in effect with respect
to a Fund for a period of more than one year after it takes
effect only so long as such continuance is specifically approved
at least annually in the manner provided for approval of this
Plan in Section 2(b).
Section 4. PMF shall provide to the Trustees of the Trust,
and the Trustees shall review, at least quarterly, a written
report of the amounts so expended and the purposes for which such
expenditures were made.
Section 5. This Plan may be terminated at any time with
respect to a Fund by vote of a majority of the Qualified
Trustees, or by vote of a majority of the outstanding Class IB
shares of the Fund.
Section 6. All agreements with any person relating to
implementation of this Plan shall be in writing, and any
agreement related to this Plan shall provide:
(a) that such agreement may be terminated with respect
to a Fund at any time, without payment of any penalty, by
vote of a majority of the Qualified Trustees or by vote of a
majority of the outstanding Class IB shares of the Fund, on
not more than 60 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 7. This Plan may not be amended to increase
materially the amount of distribution expenses with respect to a
Fund permitted pursuant to Section 1 hereof without the approval
of a majority of the outstanding Class IB shares of the Fund, and
all material amendments to this Plan with respect to a Fund shall
be approved in the manner provided for approval of this Plan in
Section 2(b).
Section 8. As used in this Plan, (a) the term "Qualified
Trustees" shall mean those Trustees of the Trust who are not
interested persons of the Trust, and have no direct or indirect
financial interest in the operation of this Plan or any
agreements related to it, (b) the term "majority of the
outstanding Class IB shares of the Fund" means the affirmative
vote, at a duly called and held meeting of Class IB shareholders
of the relevant Fund, (i) of the holders of 67% or more of the
Class IB shares of such Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50%
of the outstanding Class IB shares of such Fund entitled to vote
at such meeting are present in person or by proxy, or (ii) of the
holders of more than 50% of the outstanding Class IB shares of
such Fund entitled to vote at such meeting, whichever is less,
and (c) the terms "assignment," "affiliated person," "interested
person" and "promoter" shall have the respective meanings
specified in the Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities
and Exchange Commission.
Section 9. A copy of the Agreement and Declaration of Trust
of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and notice is hereby given that
this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of
the Trustees, officers or shareholders individually but are
binding only upon the assets and property of the relevant Fund.
Executed as of (Trustee approval date).
▇▇▇▇▇▇ MUTUAL FUNDS CORP. ▇▇▇▇▇▇ VARIABLE TRUST
By: By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President Executive Vice President
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