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Exhibit (n)(1)
NEW ENGLAND ZENITH FUND
PLAN PURSUANT TO RULE 18f-3(d) UNDER THE
INVESTMENT COMPANY ACT OF 1940
New England Zenith Fund (the "Fund") may from time to time issue Class A
Shares and Class B Shares as set forth in this plan (the "Plan") adopted by the
Fund pursuant to Rule 18f-3 under the Investment Company Act of 1940. To the
extent that a subject matter set forth in this Plan is covered by the Fund's
Agreement and Declaration of Trust or By-Laws, such governing documents will
control in the event of any inconsistencies with descriptions contained in this
Plan.
CLASS DESIGNATIONS
Each of the Fund's constituent series (each, a "Series") may from time to
time issue one or more of the following classes of shares: Class A shares and
Class B shares. Each of the two classes of shares will represent interests in
the same portfolio of investments of the Series and, except as described herein,
shall have the same rights and obligations as each other class. Each class shall
be subject to any investment minimums and other conditions of eligibility as may
be set forth in the Fund's prospectus or statement of additional information as
from time to time in effect (the "Prospectus").
CLASS CHARACTERISTICS
Class A shares are offered at a public offering price that is equal to
their net asset value ("NAV") without an initial sales charge or a contingent
deferred sales charge ("CDSC").
Class B shares are offered at their NAV, without an initial sales charge
or a CDSC, but may be subject to a fee imposed in accordance with Rule 12b-1
under the Act ("Rule 12b-1 fees"), as described in the Prospectus.
ALLOCATIONS TO EACH CLASS
EXPENSE ALLOCATIONS
The Fund shall allocate to each class of shares of a Series any fees and
expenses incurred by the Fund in connection with the distribution or servicing
of such class of shares, including Rule 12b-1 fees, if any, for such class. All
other expenses, to the extent they are determined by the Trustees, or by the
Trust's investment adviser, to have been incurred by or in respect of one but
not both classes of a Series or otherwise unequally as between such classes,
shall be allocated as between such classes of a Series in any manner, consistent
with Rule 18f-3, that the Trustees may in their discretion consider fair and
equitable.
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WAIVERS AND REIMBURSEMENTS
Any service provider to a Series may choose to waive or reimburse Rule
12b-1 fees or any other fees on a voluntary basis. Such waiver or reimbursement
may be applicable to one or more of the Series or classes thereof of the classes
and may be in different amounts for one or more Series or classes thereof.
INCOME, GAINS AND LOSSES
Income and realized and unrealized capital gains and losses of a Series
will be allocated to each class of shares of such Series on the basis of the net
asset value of each such class in relation to the net asset value of the Series,
or by such other method as the Trustees may direct as permitted by Rule 18f-3.
CONVERSION AND EXCHANGE
Any class of shares may automatically convert into another class in
accordance with the terms set forth in the Prospectus from time to time, subject
to the terms and conditions of Rule 18f-3 that apply to such conversions.
EXCHANGE FEATURES
Shares of each class generally will be permitted to be exchanged for
shares of any class in another Portfolio, subject, however, to the terms and
conditions of any sales agreements pursuant to which those shares are issued.
DIVIDENDS
Dividends and any other distributions paid by the Fund with respect to
Class A shares and Class B shares of any Series, to the extent any dividends are
paid, will be allocated as between those classes on the same basis as such
Series's expenses are allocated.
VOTING RIGHTS
Each class will vote separately with respect to any Rule 12b-1 Plan
related to that class and will have such other voting rights as are set forth in
the Declaration of Trust and By-laws of the Trust, as amended from time to time.
AMENDMENTS
The Plan may be amended from time to time in accordance with the
provisions and Requirements of Rule 18f-3 under the Act.
Adopted as of the 1st day of February, 2001.
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