1
Exhibit (m) (i) under Form N-1A
Exhibit (1) under Item 601/Reg.S-K
RULE 12b-1 AGREEMENT
This Agreement is made between the Financial Institution executing
this Agreement ("Institution") and Federated Securities Corp. ("FSC") for
the mutual funds (referred to individually as the "Fund" and collectively as
the "Funds") for which FSC 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. FSC 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, FSC will pay the Institution
fees for each Fund as set forth in a written schedule delivered to the
Institution pursuant to this Agreement. FSC's fee schedule for Institution
may be changed by FSC sending a new fee schedule to Institution pursuant to
Paragraph 12 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 will not perform or provide any duties which
would cause it to be a fiduciary under Section 4975 of the Internal Revenue
Code, as amended. For purposes of that Section, the Institution understands
that any person who exercises any discretionary authority or discretionary
control with respect to any individual retirement account or its assets, or
who renders investment advice for a fee, or has any authority or
responsibility to do so, or has any discretionary authority or discretionary
responsibility in the administration of such an account, is a fiduciary.
5. The Institution understands that the Department of Labor views
ERISA as prohibiting fiduciaries of discretionary ERISA assets from
receiving fees or other compensation from funds in which the fiduciary's
discretionary ERISA assets are invested. To date, the Department of Labor
has not issued any exemptive order or advisory opinion that would exempt
fiduciaries from this interpretation. Without specific authorization from
the Department of Labor, fiduciaries should carefully avoid investing
discretionary assets in any fund pursuant to an arrangement where the
fiduciary is to be compensated by the fund for such investment. Receipt of
such compensation could violate ERISA provisions against fiduciary
self-dealing and conflict of interest and could subject the fiduciary to
substantial penalties.
6. 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 6 will survive the term of this Agreement.
7. 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.
8. Notwithstanding paragraph 7, 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 FSC; 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.
9. The termination of this Agreement with respect to any one Fund
will not cause the Agreement's termination with respect to any other Fund.
10. 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 FSC 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.
11. This Agreement supersedes any prior service agreements between
the parties for the Funds.
12. This Agreement may be amended by FSC from time to time by the
following procedure. FSC 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 FSC within such thirty days.
13. This Agreement shall be construed in accordance with the Laws of
the Commonwealth of Pennsylvania.
[Institution]
Address
City
State Zip Code
Dated: By:
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Authorized Signature
Title
Print Name of Authorized Signature
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:
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Xxxxx X. Xxxxxxx, Vice President
CCMI Funds
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EXHIBIT A to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
Portfolios
FSC will pay Institution fees for the following portfolios (the
"Funds") effective as of the dates set forth below:
Name Date
CCMI Bond Fund March 1, 2002
Fees
1. During the term of this Agreement, FSC 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 FSC 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.
