EXHIBIT B
DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN
PURSUANT TO RULE 12b-1
DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN (the "Plan")
made as of the ___ day of __________, 2000, by and among OCC Cash Reserves,
Inc., a Maryland corporation (the "Fund"), and OpCap Advisors ("Adviser"), a
Delaware general partnership:
WHEREAS, the Fund engages in business as an open-end management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "Act");
WHEREAS, the Fund issues its common shares ("Shares") in separately
capitalized series ("Portfolios");
WHEREAS, the Fund desires to adopt a Distribution Assistance and
Administrative Services Plan pursuant to Rule 12b-1 under the Act and;
WHEREAS, the Board of Directors has determined that there is a reasonable
likelihood that adoption of the Plan will benefit the Fund and its shareholders;
and
WHEREAS, the Fund desires that the Adviser promote the sale of Shares of
each Portfolio and arrange for the provision of continuous service to Fund
shareholders in accordance with this plan and the Adviser is willing to provide
such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the Fund hereby adopts the Plan in accordance with Rule
12b-1 under the Act, and the parties hereto enter into this Agreement, as
amended, on the following terms and conditions:
1. The Fund is hereby authorized to use its assets to finance certain
activities in connection with distribution of its shares.
2. Under the Plan, subject to the supervision of the Board of
Directors, the Fund hereby authorizes and directs the Adviser (1) to
promote the distribution of Shares through broker-dealers, other financial
intermediaries, and others and (2) to arrange with financial
intermediaries, including depository institutions, for the provision of
administrative services to Fund shareholders.
3. The Fund agrees to pay the Adviser, and the Adviser agrees to
accept as full compensation for the performance of all its functions and
duties to be performed hereunder, a fee at an annual rate of .25 of 1% of
net assets of each Portfolio, as calculated each business day.
Determination of net asset value of each Portfolio will be made in
accordance with the policies disclosed in the Fund's registration statement
under the 1940 Act. The fee is payable as of the close of business on the
last day of each calendar month and shall be made on the following
business day. The payment due on such day shall be computed by (1) adding
together the results of multiplying (i) the total net assets of each
Portfolio on each day of the month by (ii) the applicable daily fraction
(based upon a 365 day year) of .25 of 1% and then (2) adding together the
total monthly amounts computed for each Portfolio. To the extent that any
expenditures by the Advisor or its affiliates to support the objectives of
this Plan may be deemed by anyone to constitute the use of Fund assets,
such use is hereby authorized.
4. The Fund shall, from time to time, furnish or otherwise make
available to the Adviser such financial reports, proxy statements and other
information relating to the business and affairs of the Fund and of each
Portfolio as the Adviser may reasonably require in order to discharge its
duties and obligations hereunder.
5. The Adviser will use its best efforts in rendering services to the
Fund, but in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations hereunder, the Adviser
shall not be liable to the Fund or any of its shareholders.
6. Nothing contained in this Plan shall prevent the Adviser or any
affiliated person thereof from performing services similar to those to be
performed hereunder for any other person, firm or corporation or for its or
their own accounts or for the accounts of others.
7. After the end of each fiscal quarter, the Adviser shall provide the
Fund for review by the Board, and the Board shall review, a written report
regarding the distribution activities undertaken on behalf of the Fund and,
separately, on behalf of each Portfolio as required by law, during such
fiscal quarter.
8. This Plan shall become effective with respect to any Portfolio upon
approval by a vote of at least a majority, as defined in the Act, of the
outstanding voting securities of that Portfolio and upon approval by a vote
of the Board, and of the Directors who are not interested persons of the
Fund, as defined in the Act, and who have no direct or indirect financial
interest in the operation of this Plan and Agreement, cast in person at a
meeting called for the purpose of voting on this Plan.
9. This Plan shall remain in effect until one year from its date and
from year to year thereafter, provided such continuance is approved
annually by a vote of the Board and of the Directors who are not interested
persons of the Fund, as defined in the Act, and who have no direct or
indirect financial interest in the operation of this Plan, cast in person
at a meeting called for the purpose of voting on this Plan. This Plan may
not be amended materially without shareholder approval, and all material
amendments of this Plan must be approved by the Board in the manner
provided in the foregoing sentence.
10. The Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Directors who are not interested
persons of the Fund and who have no direct or indirect financial interest
in the operation of this Plan or, with respect to a particular Portfolio,
by a vote of a majority, as defined in the Act, of the outstanding voting
securities of
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that Portfolio, on not more than 30 days' written notice to any other party
to this Plan. Any Agreement(s) entered into in furtherance of the
objectives of the Plan may be terminated by any party thereto upon at least
30 days written notice to any other party to such agreement(s).
11. While this Plan is in effect, the selection and nomination of
Directors who are not interested persons of the Fund shall be committed to
the discretion of the Directors who are not interested persons.
12. To the extent that this Plan constitutes a Plan of Distribution
adopted pursuant to Rule 12b-1 under the Act with respect to a particular
Portfolio, it shall remain in effect as such, so as to authorize the use of
assets for the purposes set forth herein, notwithstanding the occurrence of
an "assignment", as defined by the Act and the rules thereunder. To the
extent it constitutes an agreement pursuant to a plan, it shall terminate
automatically in the event of such "assignment," and the Fund may continue
to make payments pursuant to this Plan with respect to that Portfolio only
(1) upon the approval of the Fund's Board in accordance with the procedures
set forth in paragraph 9 above and (2) if the obligations of the Adviser
under this Plan are to be performed by any organization other than the
Adviser, upon such organization adopting and assuming in writing all
provisions of this Plan as a party hereto.
13. The Fund shall preserve copies of this Plan and all reports made
pursuant to paragraph 7 hereof, for a period of not less than six years
from the date of this Plan or any such report, as the case may be, the most
recent two years in an easily accessible place.
14. This Plan shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent
the applicable law of the State of New York or any of the provisions
herein, conflict with the applicable provisions of the Act, the latter
shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan on the day and year first above written in New York, New York.
OCC CASH RESERVES, INC.
By: Xxxxxx X. Xxxxx
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Secretary
Attest: Xxxxxx Xxxxx
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OPCAP ADVISORS
Attest: Xxxxxx Xxxxxx By: Xxxxx Xxxx
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Secretary
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