Exhibit M
FORM OF DISTRIBUTION PLAN
DISTRIBUTION PLAN, dated as of , 2000, of The Diversified Investors Funds
Group II, a Massachusetts business trust (the "Trust").
W I T N E S S E T H:
WHEREAS, the Trust has been organized to operate as an open-end management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and
WHEREAS, the Shares of Beneficial Interest (par value $0.00001 per share)
of the Trust (the "Shares") are divided into separate series: Diversified
Institutional Money Market Fund, Diversified Institutional High Quality Bond
Fund, Diversified Institutional Intermediate Government Bond Fund, Diversified
Institutional Core Bond Fund, Diversified Institutional HighYield Bond Fund,
Diversified Institutional Balanced Fund, Diversified Institutional Stock Index
Fund, Diversified Value & Income Fund, Diversified Institutional Growth &
Income Fund, Diversified Institutional Equity Growth Fund, Diversified
Institutional Special Equity Fund, Diversified Institutional Aggressive Equity
and Diversified Institutional International Equity Fund (each a "Fund" and
collectively the "Funds") (each Fund, along with any series which may in the
future be established and become subject to this Distribution Plan pursuant to
Section 11 hereof, is a "Series"); and
WHEREAS, the Trust intends to distribute the Shares of each Series in
accordance with Rule 12b-1 under the 1940 Act ("Rule 12b-1"), and desires to
adopt this Distribution Plan (the "Plan") as a plan of distribution pursuant to
such Rule; and
WHEREAS, the Trust desires to engage Diversified Investors Securities
Corp. a Delaware corporation (the "Distributor"), to provide certain
distribution services for the Series; and
WHEREAS, the Trust desires to enter into a distribution agreement (in such
form as may from time to time be approved by the Board of Trustees of the Trust
in the manner specified in Rule 12b-1 (the "Distribution Agreement")) with the
Distributor, whereby the Distributor will provide facilities and personnel and
render services to the Trust in connection with the offering and distribution
of the Shares of each Series; and
WHEREAS, the Board of Trustees, in considering whether the Trust should
adopt and implement this Plan, has evaluated such information as it deemed
necessary to an informed determination as to whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of each Series of the
Trust for such purposes, and has determined that there is a reasonable
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likelihood that the adoption and implementation of this Plan will benefit each
Series and its shareholders.
NOW, THEREFORE, the Board of Trustees hereby adopts this Plan for the
Trust with respect to the Series as a plan of distribution in accordance with
Rule 12b-1, on the following terms and conditions:
1. As specified in the Distribution Agreement, the Trust will reimburse
the Distributor for costs and expenses incurred in connection with the
distribution and marketing of Shares of the Series. Such distribution costs
could include, without limitation, advertising expenses and the expenses of
printing (excluding typesetting) and distributing prospectuses and reports used
for sales purposes, expenses of preparing and printing sales literature;
expenses of sales employees or agents of the Distributor, including salary,
commissions, travel and related expenses, payments to broker-dealers for
services in connection with the distribution of Shares, including trail or
maintenance commissions calculated with reference to the average daily net
asset value of Shares held by shareholders who have a brokerage or other
service relationship with the broker-dealer or institution receiving such fees;
and other distribution-related expenses whether or not specifically required to
be made by the Distributor pursuant to the Distribution Agreement.
2. The Trust may pay the Distributor a fee from each Series not to exceed
on an annual basis 0.25% of the average daily net assets of the Series (and
with regard to future Series, such percentage of the average daily net assets
of such Series as is agreed to by the Trust and the Distributor) as
reimbursement for or in anticipation of costs and expenses incurred in
connection with the distribution and sales of Shares of the respective Series.
To the extent such expenses exceed the stated limit, the Distributor will bear
such expenses. To the extent that any payments made by the Trust to the
Distributor, including payment of fees, may be deemed to be indirect financing
of any amounts paid by the Distributor hereunder, which amounts are in excess
of the [0.25%] limit specified above, such payments shall be deemed to be
authorized by this Plan. Payments may accumulate without limit, provided that
all payments hereunder are in conformance with Rule 26(d) of the National
Association of Securities Dealers, Inc. Rules of Fair Practice as long as said
rule is in effect and as it may be amended from time to time.
3. The Trust shall pay or cause to be paid all fees and expenses of any
independent auditor, legal counsel, administrator, sponsor, transfer agent,
custodian, registrar or dividend disbursing agent of the Trust; expenses of
distributing and redeeming Shares and servicing shareholder accounts; expenses
of preparing, printing and mailing prospectuses, shareholder reports, notices,
proxy statements and reports to governmental officers and commissions and to
shareholders of the Trust; insurance premiums; expenses of calculating the net
asset value of Shares; expenses of shareholder meetings; and expenses relating
to the issuance, registration and qualification of Shares.
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4. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees of the responsibility for
and control of the conduct of the affairs of the Trust.
5. This Plan shall become effective upon (a) approval by a vote of at
least a "majority of the outstanding voting securities" of the Trust, and (b)
approval by a vote of the Board of Trustees and a vote of a majority of the
Trustees who are not "interested persons" of the Trust and who have no direct
or indirect financial interest in the operation of the Plan or in any agreement
related to the Plan (the "Qualified Trustees"), such votes to be cast in person
at a meeting called for the purpose of voting on this Plan.
6. This Plan shall continue in effect indefinitely; provided, however,
that such continuance is subject to annual approval by a vote of the Board of
Trustees and a majority of the Qualified Trustees, such votes to be cast in
person at a meeting called for the purpose of voting on continuance of this
Plan. If such annual approval is not obtained, this Plan shall expire on the
next anniversary of the date first written above.
7. This Plan may be amended at any time by the Board of Trustees, provided
that (a) any amendment to increase materially the amount that may be expended
from the assets of any Series for the services described herein shall be
effective only upon approval by a vote of a "majority of the outstanding voting
securities" of such Series, and (b) any material amendment of this Plan shall
be effective only upon approval by a vote of the Board of Trustees and a
majority of the Qualified Trustees, such votes to be cast in person at a
meeting called for the purpose of voting on such amendment. This Plan may be
terminated at any time with respect to any Series by a vote of a majority of
the Qualified Trustees or by a vote of a "majority of the outstanding voting
securities" of such Series.
8. The Trust and the Distributor each shall provide the Board of Trustees,
and the Board of Trustees shall review, at least quarterly, a written report of
the amounts expended under this Plan and the purposes for which such
expenditures were made.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not "interested persons" of the Trust shall be committed to the
discretion of the Trustees who are not "interested persons" of the Trust.
10. For the purposes of this Plan, the terms "interested persons" and
"majority of the outstanding voting securities" are used as defined in the 1940
Act. In addition, for purposes of determining the fees payable to the
Distributor, the value of the net assets of any Series shall be computed in the
manner specified in the then-current prospectus and statement of additional
information applicable to Shares of such Series.
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11. In the event that the Trust establishes one or more series of Shares,
in addition those set forth in the preamble above, which the Trust desires to
distribute pursuant to this Plan, such series shall become Series hereunder.
12. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 8 hereof (collectively,
the "Records") for a period of six years from the end of the fiscal year in
which such Record was made, and each such Record shall be kept in an easily
accessible place for the first two years of said record-keeping.
13. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
14. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Plan shall not be
affected thereby.
