EXHIBIT 15(D)
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the Distribution Plan
of Cash Resource New York Tax-Exempt Money Market Fund (the "Fund"), a series of
shares of beneficial interest of Cash Resource Trust, a Massachusetts business
trust (the "Trust"), adopted pursuant to the provisions of Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the related
agreement between the Trust and Mentor Distributors, Inc. ("Mentor
Distributors"), the principal underwriter of the Trust's shares. During the
effective term of this Plan, the Trust may make payments to Mentor Distributors
upon the terms and conditions hereinafter set forth:
Section 1. The Fund may make payments to Mentor Distributors, in the
form of fees or reimbursements, to compensate Mentor Distributors for services
provided and expenses incurred by it for purposes of promoting the sale of
shares of the Fund, reducing redemptions of shares, or maintaining or improving
services provided to shareholders by Mentor Distributors and financial
institutions, including without limitation investment dealers. The amount of
such payments and the purposes for which they are made shall be determined by
the Qualified Trustees. Payments under this Plan shall not exceed in any fiscal
year the annual rate of 0.50% of the average net asset value of the Fund, as
determined at the close of each business day during the year. A majority of the
Qualified Trustees (as defined below) may, at any time and from time to time,
reduce the amount of such payments, or may suspend the operation of the Plan for
such period or periods of time as they may determine.
Section 2. This Plan shall not take effect until:
(a) it has been approved by a vote of a majority of the
outstanding voting securities of the Fund; and
(b) it has been approved, together with any related
agreements, by votes, of the majority (or whatever greater percentage
may, from time to time, be required by Section 12(b) of the Act or the
rules and regulations thereunder) of both (i) the Trustee of the Trust,
and (ii) the Qualified Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such
agreement.
Section 3. 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 2(b).
Section 4. Mentor Distributors shall provide to the Trustees of the
Trust, 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.
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Section 5. This Plan may be terminated at any time by vote of a
majority of the Qualified Trustees, or by vote of a majority of the Fund's
outstanding voting securities.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
(a) that such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Qualified Trustees
or by vote of a majority of the Fund's outstanding voting securities,
on not more than 60 days' written notice to any other party to the
agreement; and
(b) that such agreement shall terminate automatically in the
event of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of distribution expenses permitted pursuant to Section 1 hereof without
the approval of a majority of the outstanding voting securities of the Fund, and
all material amendments to this Plan shall be approved in the manner provided
for approval of this Plan in Section 2(b).
Section 8. As used in this Plan, (a) the term "Qualified Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, 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 "vote of a majority of the outstanding voting
securities" shall have the respective meaning specified in the Act and the rules
and regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
Section 9. A copy of the Agreement and Declaration of Trust of the
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Trust as Trustees and not individually, and that
the obligations of or arising out of this instrument are not binding upon any of
the Trustees, officers, or shareholders individually but are binding only upon
the assets and property of the Fund.
Executed as of September 29, 1996.
MENTOR DISTRIBUTORS, INC. CASH RESOURCE TRUST
on behalf of
Cash Resource New York
Tax-Exempt Money Market Fund
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
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