DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN
PURSUANT TO RULE 12b-1
DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN (the "Plan") made
as of the 1st day of August, 1989, as amended March 31, 1995, by and among Quest
Cash Reserves, Inc., a Maryland corporation (the "Fund"), and Quest for Value
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
- 2 -
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 the date on which
the Registration Statement on Form N-1A is declared effective by the Securities
and Exchange Commission 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
- 3 -
Portfolio, by a vote of a majority, as defined in the Act, of the outstanding
voting securities of 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.
QUEST CASH RESERVES, INC.
By: Xxxxxxx Xxxxxx
-----------------
Treasurer
Attest: Xxxxxxx Xxxxxx
---------------
QUEST FOR VALUE ADVISORS
Attest: Xxxxxxx Xxxxxx By: Xxxxxx X. Xxxxxx
--------------- -----------------
Secretary
