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Exhibit (m)(1)
NEW ENGLAND ZENITH FUND
CLASS B
DISTRIBUTION PLAN
This Plan (the "Plan") constitutes the Distribution Plan relating to Class
B Shares of series (each a "Series") of New England Zenith Fund (the "Fund").
Section 1. The Fund is authorized to pay a fee (the "Distribution Fee")
for services rendered and expenses borne in connection with the distribution of
the Class B shares of the Fund, at an annual rate with respect to each Series
not to exceed 0.50% of the average daily net assets attributable to such Series'
Class B shares. Some or all of such fee may be paid to New England Securities
Corporation, a Massachusetts corporation that acts as the Principal Distributor
of the Fund's Class B Shares, or such other entity as shall from time to time
act as the Principal Distributor of the Fund's Class B shares (the
"Distributor"). Subject to such limit and subject to the provisions of Section 8
hereof, the Distribution Fee shall be as approved from time to time by (a) the
Trustees of the Fund and (b) the Independent Trustees of the Fund. The Fund is
not obligated to pay any distribution expense in excess of the Distribution Fee
described in this Section 1. If at any time this Plan shall not be in effect
with respect to the Class B shares of all Series of the Fund, the Distribution
Fee shall be computed on the basis of the net assets of the Class B shares of
those Series for which the Plan is in effect. The Distribution Fee payable with
respect to a particular Series may not be used to subsidize the sale of shares
of any class or Series other than the Class B shares of that Series. The
Distribution Fee shall be accrued daily and paid quarterly or at such other
intervals as the Trustees shall determine.
Section 2. Some or all of the Distribution Fee paid to the Distributor may
be spent on any activities or expenses primarily intended to result in the sale
of Class B shares of the Fund, including, but not limited to the following:
(a) compensation to and expenses of employees of the Distributor,
including overhead and telephone expenses, who engage in the distribution
of Class B shares;
(b) printing and mailing of prospectuses, statements of additional
information and reports for prospective purchasers of variable annuity or
variable life insurance contracts ("Variable Contracts") investing
indirectly in Class B shares of the Fund;
(c) compensation to financial intermediaries and broker-dealers to pay or
reimburse them for their services or expenses in connection with the
distribution of Variable Contracts;
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(d) expenses relating to the development, preparation, printing and
mailing of Fund advertisements, sales literature and other promotional
materials describing and/or relating to the Fund;
(e) expenses of holding seminars and sales meetings designed to promote
the distribution of Class B shares of the Fund;
(f) expenses of obtaining information and providing explanations to
Variable Contract owners regarding Fund investment objectives and policies
and other information about the Fund and its Series, including the
performance of the Series;
(g) expenses of training sales personnel regarding the Fund;
(h) expenses of compensating sales personnel in connection with the
allocation of cash values and premiums of the Variable Contracts to the
Fund; and
(i) expenses of personal services and/or maintenance of Variable Contract
owner accounts with respect to Fund Class B shares attributable to such
accounts.
Section 3. This Plan shall not take effect until it has been approved by
votes of the majority (or whatever greater percentage may, from time to time, be
required by Section 12(b) of the Investment Company Act of 1940 (the "Act") or
the rules and regulations thereunder) of both (a) the Trustees of the Fund, and
(b) the Independent Trustees of the Fund cast in person at a meeting called for
the purpose of voting on this Plan.
Section 4. This Plan shall continue in effect 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 3.
Section 5. Any person authorized to direct the disposition of monies paid
or payable by the Class B shares of any Series pursuant to this Plan or any
related agreement shall provide to the Trustees of the Fund, 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 6. This Plan may be terminated at any time with respect to the
Class B shares of any Series by vote of a majority of the Independent Trustees,
or by vote of a majority of the outstanding voting securities representing the
Class B shares of that Series.
Section 7. All agreements with any person relating to implementation of
this Plan with respect to the Class B shares of any Series shall be in writing,
and any agreement related to this Plan with respect to the Class B shares of any
Series shall provide:
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(a) that such agreement shall continue in effect 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 3;
(b) that such agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Independent Trustees or by vote
of a majority of the outstanding voting securities representing the Class
B shares of such Series, on not more than 60 days' written notice to any
other party to the agreement; and
(c) that such agreement shall terminate automatically in the event of its
assignment.
Section 8. This Plan may not be amended to increase materially the amount
of distribution fees permitted to be paid by a Series pursuant to Section 1
hereof without approval by a vote of at least a majority of the outstanding
voting securities representing the Class B shares of that Series, and all
material amendments to this Plan shall be approved in the manner provided for
approval of this Plan in Section 3.
Section 9. While this Plan is in effect, the selection and nomination of
the Trustees who are not interested persons of the Fund will be committed to the
discretion of such disinterested Trustees.
Section 10. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Fund who are not interested persons of the
Fund, and have no direct or indirect financial interest in the operation of this
Plan or any agreements related to it, and (b) the terms "assignment",
"interested person" and "majority of the outstanding voting securities" shall
have the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemptions or interpretations as may be granted or
issued by the Securities and Exchange Commission.
Adopted as of February 1, 2000
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