Rule 12b-1 Related Agreement
Sun Consolidated Securities, Inc.
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____________, 1996
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and
agreement with respect to payments to be made to you
pursuant to a plan of distribution (the "Plan") adopted
by AMquest Matrix Funds, Inc. (the "Corporation"), on
behalf of the AMquest Matrix Income Fund, the AMquest
Matrix Total Return Fund and the AMquest Matrix Growth
Fund (individually referred to herein as a "Fund" and
collectively as the "Funds"), pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended
(the "Act"). The Plan and this related agreement (the
"Rule 12b-1 Related Agreement") have been approved by a
majority of the Board of Directors of the Corporation,
including a majority of the Board of Directors who are
not "interested persons" of the Corporation, as defined
in the Act, and who have no direct or indirect
financial interest in the operation of the Plan or in
this or any other Rule 12b-1 Related Agreement (the
"Disinterested Directors"), cast in person at a meeting
called for the purpose of voting thereon. Such
approval included a determination by the Board of
Directors that, in the exercise of its reasonable
business judgment and in light of its fiduciary duties,
there is a reasonable likelihood that the Plan will
benefit each of the Funds and their respective
shareholders.
1. To the extent you provide distribution and
marketing services in the promotion of shares of the
Funds, including furnishing services and assistance to
your customers who invest in and own shares of a Fund
or Funds, including, but not limited to, answering
routine inquiries regarding the Funds and assisting in
changing account designations and addresses, we shall
pay you a fee of up to 0.25% per annum of the net asset
value of each Fund's shares which are owned of record
by your firm as nominee for your customers or which are
owned by those customers of your firm whose records, as
maintained by the Corporation or its agent, designate
your firm as the customer's dealer or service provider
of record. We reserve the right to increase, decrease
or discontinue the fee at any time in our sole
discretion upon written notice to you.
We shall make the determination of the net asset
value of each Fund's shares, which determination shall
be made in the manner specified in the Funds' current
Prospectus, and pay to you quarterly, on the basis of
such determination, the fee specified above, to the
extent permitted under the Plan. No such quarterly fee
will be paid to you with respect to shares purchased by
you and redeemed or repurchased by the Corporation, its
agent or us within seven (7) business days after the
date of our confirmation of such purchase. In
addition, no such quarterly fee will be paid to you
with respect to any of your customers if the amount of
such fee based upon the value of such customer's shares
in one or more Funds will be less than $1.00. Payment
of such quarterly fee shall be made within 45 days
after the close of each quarter for which such fee is
payable.
2. You shall furnish us with such information as
shall reasonably be requested by the Board of
Directors, on behalf of the Funds, with respect to the
fees paid to you pursuant to this Rule 12b-1 Related
Agreement.
3. We shall furnish to the Board of Directors,
for its review, on a quarterly basis, a written report
of the amounts expended under the Plan by us and the
purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be
terminated with respect to any Fund by the vote of (a)
a majority of the outstanding shares of such Fund, or
(b) a majority of the Disinterested Directors, on sixty
(60) days' written notice, without payment of any
penalty. In addition, this Rule 12b-1 Related
Agreement will be terminated by any act which
terminates the Distribution Agreement between the
Corporation and us and shall terminate immediately in
the event of its assignment. This Rule 12b-1 Related
Agreement may be amended by us upon written notice to
you, and you shall be deemed to have consented to such
amendment upon effecting any purchases of shares for
your own account or on behalf of any of your customer's
accounts following your receipt of such notice.
5. The provisions of the Distribution Agreement
between the Corporation and us are incorporated herein
by reference. This Rule 12b-1 Related Agreement shall
become effective on the date accepted by you and shall
continue in full force and effect so long as the
continuance of the Distribution Agreement, the Plan and
this Rule 12b-1 Related Agreement are approved at least
annually by a vote of the Board of Directors of the
Corporation and of the Disinterested Directors, cast in
person at a meeting called for the purpose of voting
thereon. All communications to us should be sent to
the above address. Any notice to you shall be duly
given if mailed or telegraphed to you at the address
specified by you below. This Rule 12b-1 Related
Agreement shall be construed under the laws of the
State of Florida.
SUN CONSOLIDATED SECURITIES, INC.
By: _____________________________
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Accepted:
____________________________
(Dealer or Service Provider Name)
____________________________
(Street Address)
____________________________
(City) (State) (ZIP)
____________________________
(Telephone No.)
____________________________
(Facsimile No.)
By: _____________________________
(Name and Title)
