Exhibit (m)(ii) under Form N-1A
Exhibit 1 under Item 601/Reg XX
XXXXXX OAK(R) FAMILY OF FUNDS
RULE 12b-1 AGREEMENT
This Agreement is made between the Financial Institution executing
this Agreement ("Institution") and Edgewood Services, Inc. ("ESI") for
the mutual funds (referred to individually as the "Fund" and collectively
as the "Funds") for which ESI serves as Distributor of shares of
beneficial interest or capital stock ("Shares") and which have adopted a
Rule 12b-1 Plan ("Plan") and approved this form of agreement pursuant to
Rule 12b-1 under the Investment Company Act of 1940. In consideration of
the mutual covenants hereinafter contained, it is hereby agreed by and
between the parties hereto as follows:
1. ESI hereby appoints Institution to render or cause to be
rendered distribution and sales services to the Funds and their
shareholders.
2. The services to be provided under Paragraph 1 may include,
but are not limited to, the following:
(a) making a cash sweep program available to certain
shareholders of a Fund;
(b) reviewing the activity in Fund accounts;
(c) providing training and supervision of its personnel;
(d) maintaining and distributing current copies of
prospectuses and shareholder reports;
(e) advertising the availability of its services and
products;
(f) providing assistance and review in designing materials
to send to customers and potential customers and
developing methods of making such materials accessible
to customers and potential customers; and
(g) responding to customers' and potential customers'
questions about the Funds.
3. During the term of this Agreement, ESI will pay the
Institution fees for each Fund as set forth in a written schedule
delivered to the Institution pursuant to this Agreement. ESI's fee
schedule for Institution may be changed by ESI sending a new fee schedule
to Institution pursuant to Paragraph 10 of this Agreement. For the
payment period in which this Agreement becomes effective or terminates,
there shall be an appropriate proration of the fee on the basis of the
number of days that the Rule 12b-1 Agreement is in effect during the
quarter.
4. The Institution agrees not to solicit or cause to be
solicited directly, or indirectly at any time in the future, any proxies
from the shareholders of any or all of the Funds in opposition to proxies
solicited by management of the Fund or Funds, unless a court of competent
jurisdiction shall have determined that the conduct of a majority of the
Board of Directors or Trustees of the Fund or Funds constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard of their
duties. This paragraph 4 will survive the term of this Agreement.
5. With respect to each Fund, this Agreement shall continue in
effect for one year from the date of its execution, and thereafter for
successive periods of one year if the form of this Agreement is approved
at least annually by the Directors or Trustees of the Fund, including a
majority of the members of the Board of Directors or Trustees of the Fund
who are not interested persons of the Fund and have no direct or indirect
financial interest in the operation of the Fund's Plan or in any related
documents to the Plan ("Disinterested Directors or Trustees") cast in
person at a meeting called for that purpose.
6. Notwithstanding paragraph 5, this Agreement may be terminated
as follows:
(a) at any time, without the payment of any penalty, by the
vote of a majority of the Disinterested Directors or
Trustees of the Fund or by a vote of a majority of the
outstanding voting securities of the Fund as defined in
the Investment Company Act of 1940 on not more than
sixty (60) days' written notice to the parties to this
Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act of
1940 or upon the termination of the "Distributor's
Contract" between the Fund and ESI; and
(c) by either party to the Agreement without cause by
giving the other party at least sixty (60) days'
written notice of its intention to terminate.
7. The termination of this Agreement with respect to any one
Fund will not cause the Agreement's termination with respect to any other
Fund.
8. The Institution agrees to obtain any taxpayer identification
number certification from its customers required under Section 3406 of
the Internal Revenue Code, and any applicable Treasury regulations, and
to provide ESI or its designee with timely written notice of any failure
to obtain such taxpayer identification number certification in order to
enable the implementation of any required backup withholding.
9. This Agreement supersedes any prior service agreements
between the parties for the Funds.
10. This Agreement may be amended by ESI from time to time by the
following procedure. ESI will mail a copy of the amendment to the
Institution's address, as shown below. If the Institution does not
object to the amendment within thirty (30) days after its receipt, the
amendment will become part of the Agreement. The Institution's objection
must be in writing and be received by ESI within such thirty days.
11. This Agreement shall be construed in accordance with the Laws
of the Commonwealth of Pennsylvania.
[Institution]
Address
City
State Zip Code
Dated: By:
------------------ ---------------------------------
Authorized Signature
Title
Print Name of Authorized Signature
EDGEWOOD SERVICES, INC.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:
---------------------------------
Xxxxx X. Xxxxxxx, President
GOLDEN OAK(R) FAMILY OF FUNDS
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EXHIBIT A to 12b-1 Agreement with
Edgewood Services, Inc. ("ESI")
Portfolios
ESI will pay Institution fees for the following portfolios (the
"Funds") effective as of the dates set forth below:
Name Date
---- ----
Class A Shares of:
Golden Oak(R) Growth Portfolio June 1, 2002
Golden Oak(R) Intermediate-Term Income Portfolio June 1, 2002
Golden Oak(R) International Equity Portfolio June 1, 2002
Golden Oak(R) Michigan Tax Free Bond Portfolio June 1, 2002
Golden Oak(R) Prime Obligation Money Market Portfolio June 1, 2002
Golden Oak(R) Small Cap Value Portfolio June 1, 2002
Golden Oak(R) Value Portfolio
Fees
1. During the term of this Agreement, ESI will pay Institution a
quarterly fee in respect of each Fund. This fee will be computed at the
annual rate of 0.25% of the average net asset value of Shares held during
the quarter in accounts for which the Institution provides services under
this Agreement, so long as the average net asset value of Shares in each
Fund during the quarter equals or exceeds such minimum amount as ESI
shall from time to time determine and communicate in writing to the
Institution.
2. For the quarterly period in which the Agreement becomes
effective or terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the Agreement is in
effect during the quarter.
