DISTRIBUTION PLAN OF
PHEONIX MANAGEMENT FUND
PURSUANT TO RULE 12B-1
Distribution Plan, (the "Plan") of Phoenix Management Fund
(the "Fund"), a series of Questar Funds, Inc. (the "Corporation"), a Maryland
corporation.
WHEREAS, the Fund and AmeriMutual Funds Distributors, Inc.
(the "Distributor"), a broker-dealer registered under the Securities Exchange
Act of 1934, have entered into a Distribution Agreement pursuant to which the
Distributor will act as principal underwriter of shares of the Fund for sale to
the public;
WHEREAS, the Directors of the Corporation have determined to
adopt this Distribution Plan (the "Plan") on behalf of the Fund, in accordance
with the requirements of the Investment Company Act of 1940, as amended (the
"Act") and have determined that there is a reasonable likelihood that the Plan
will benefit the Fund and its shareholders.
NOW, THEREFORE, the Fund hereby adopts the Plan on the
following terms and conditions:
1. The Fund shall reimburse the Distributor, at the end of
each month, up to a maximum on an annual basis of 0.25% of the average daily
value of the net assets of the Fund, subject to any applicable restrictions
imposed by rules of the National Association of Securities Dealers, Inc., for
distribution expenditures incurred by the Distributor in connection with the
sale and promotion of the Fund and the furnishing of services to shareholders of
the Fund. Such expenditures shall consist of: (i) commissions to sales personnel
for selling shares of the Fund; (ii) compensation, sales incentives and payments
to sales, marketing and service personnel; (iii) payments to broker-dealers and
other financial institutions which have entered into agreements with the
Distributor in the form of the Dealer Agreement for National Affiliated
Investment Companies for services rendered in connection with the sale and
distribution of shares of the Fund; (iv) payment of expenses incurred in sales
and promotional activities, including advertising expenditures related to the
Fund; (v) the costs of preparing and distributing promotional materials; (vi)
the cost of printing the Fund's Prospectus and Statement of Additional
Information for distribution to potential investors; and (vii) such other
similar services that the Directors of the Corporation determine are reasonably
calculated to result in sales of shares of the Fund; provided, however, that a
portion of such amount paid to the Distributor, which portion shall be equal to
or less than 0.10% annually of the average daily net assets of the Fund shares,
may be paid for reimbursing the costs of providing services to shareholders,
including assistance in connection with inquiries related to shareholder
accounts (the "Service Fee").
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Amounts paid or payable by the Fund under this Plan or any
agreement with any person or entity relating to the implementation of this Plan
("related agreement") shall only be used to pay for, or reimburse payment for,
the distribution expenditures described in the preceding paragraph and shall,
given all surrounding circumstances, represent charges within the range of what
would have been negotiated at arm's-length as payment for the specific sales or
promotional services and activities to be financed hereunder and any related
agreement, as determined by the Directors, in the exercise of reasonable
business judgment, in light of fiduciary duties under state law and Sections
36(a) and (b) of the Act and based upon appropriate business estimated and
projections.
2. At least quarterly in each year the Plan remains in effect,
the Fund's Principal Financial Officer or Treasurer, or such other person
authorized to direct the disposition of monies paid or payable by the Fund,
shall prepare and furnish to the Directors for their review, and the Directors
shall review a written report complying with the requirements of Rule 12b-1
under the Act regarding the amounts expended under the Plan and the purposes for
which such expenditures were made.
3. This Plan shall not take effect until it, together with any
related agreements, have been approved by a vote of at least a majority of the
Directors, as well as a vote of at least a majority of the Directors who are not
interested persons (as defined in the Act) of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any related
agreements (the "Disinterested Directors"), cast in person at a meeting called
for the purpose of voting on the Plan or any related agreement, and the Plan
shall not take effect with respect to the Fund until it has been approved by a
vote of at least a majority of the outstanding voting securities (as defined in
the Act) of the Fund.
4. This Plan shall remain in effect for one year from the date
of its execution and may be continued thereafter if specifically approved at
least annually by a vote of at least a majority of the Directors, as well as a
majority of the Disinterested Directors. This Plan may be amended at any time,
provided that (a) the Plan may not be amended to increase materially the amount
of the distribution expenses provided in Paragraph 1 hereof (including the
Service Fee) without the approval of at least a majority of the outstanding
voting securities (as defined in the Act) of the Fund and (b) all material
amendments to this Plan must be approved by a vote of the Directors and the
Disinterested Directors cast in person at a meeting called for the purpose of
such vote.
5. While this Plan is in effect, the selection and nomination
of Directors who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the Disinterested Directors then in
office.
6. Any related agreement shall be in writing and shall provide
that (a) such agreement shall be subject to termination, without penalty, by
vote of a majority of the outstanding voting securities (as defined in the Act)
of the Fund on not more than 60 days' written notice to the other party to the
agreement, and (b) such agreement shall terminate automatically in the event of
its assignment.
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7. This Plan may be terminated at any time by a vote of a
majority of the Disinterested Directors or by a vote of a majority of the
outstanding voting securities (as defined in the Act) of the Fund. In the event
this Plan is terminated or otherwise discontinued, no further payments hereunder
will be made by the Plan.
8. The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 2 hereof, and any other
information, estimates, projections and other materials that serve as a basis
therefor, considered by the Directors, for a period of not less than six years
from the date of this Plan, the agreement or report, as the case may be, the
first two years in an easily accessible place.
Adopted as of the 21st
day of December, 1999.
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