Exhibit (m)(vi) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
RULE 12b-1 AGREEMENT
This Agreement is made between the Broker/Dealer or 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 the Institution to render or cause to be
rendered sales-related 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) maintaining and distributing current copies of prospectuses
and shareholder reports;
(b) advertising the availability of its services and products;
(c) 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;
(d) responding to customers' and potential customers' questions
about the Funds; and
(e) providing training and supervision of its personnel.
The services listed above are illustrative. The Institution is not
required to perform each service and may at any time perform either more
or fewer services than described above.
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 11 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 engage in a prohibited
transaction (as defined in Part 4 of ERISA or Section 4975 of the
Internal Revenue Code) or cause any employee benefit plan subject to
ERISA to engage in such a transaction with respect to the investment of
employee benefit plan assets in the Funds or the receipt of any
compensation or fees from the Funds. The Institution also agrees not to
violate any applicable state law with respect to the investment of
employee benefit plan assets or any other assets held in a fiduciary
capacity in the Funds or the receipt of compensation or other fees from
the Funds. FSC shall have no responsibility or liability with respect
to: (a) the determination of the applicability of any federal or state
law to the investment of employee benefit plan assets or other assets
held in a fiduciary capacity in the Funds or the receipt of compensation
or other fees from the Funds; or (b) the Institution's compliance with,
or violation of, any such laws.
5. 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, and unless such solicitation is required to
fulfill any fiduciary duty of the Institution by law. This paragraph 5
will survive the term of this Agreement.
6. With respect to each Fund, this Agreement shall continue in
effect for one year from the date of the execution of this Agreement,
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.
7. Notwithstanding paragraph 6, this Agreement may be
terminated with respect to each Fund 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 "Administrative Support and Distributor's
Contract" or "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.
8. The termination of this Agreement with respect to any one
Fund will not cause the Agreement's termination with respect to any
other Fund.
9. 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.
10. This Agreement supersedes any prior service agreements
between the parties for the Funds with respect to the subject matter
hereof.
11. 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.
12. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by an authorized
officer of the Trust, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or shareholders of
the Trust, but bind only the appropriate property of the Fund, or Class,
as provided in the Declaration of Trust.
12. 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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Name:
Title:
VISION GROUP OF FUNDS
EXHIBIT A to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
FSC will pay Institution fees for the following portfolios (the "Funds")
effective as of the dates set forth below:
Class A Shares
Vision Managed Allocation Fund - Aggressive Growth November 1,
2000
Vision Managed Allocation Fund - Conservative Growth November 1,
2000
Vision Managed Allocation Fund - Moderate Growth November 1,
2000
Vision Intermediate Term Bond Fund November 1, 2000
Vision International Equity Fund November 1, 2000
Vision Large Cap Core Fund November 1, 2000
Vision Large Cap Growth Fund November 1, 2000
Vision Large Cap Value Fund November 1, 2000
Vision Mid Cap Stock Fund November 1, 2000
Vision New York Municipal Income Fund November 1, 2000
Vision Pennsylvania Municipal Income Fund November 1, 2000
Vision Small Cap Stock Fund November 1, 2000
Vision U.S. Government Securities Fund November 1, 2000
Class S Shares
Vision Money Market Fund November 1, 2000
Vision Treasury Money Market Fund November 1, 2000
Class B Shares
Vision International Equity Fund November 1, 2000
Vision Large Cap Core Fund November 1, 2000
Vision Large Cap Growth Fund November 1, 2000
Vision Large Cap Value Fund November 1, 2000
Vision Managed Allocation Fund - Aggressive Growth March 1, 2002
Vision Managed Allocation Fund - Conservative Growth March 1, 2002
Vision Managed Allocation Fund - Moderate Growth March 1, 2002
Vision Mid Cap Stock Fund November 1, 2000
Vision Small Cap Stock Fund November 1, 2000
Undesignated Shares
Vision Large Cap Growth Fund II March 1, 2002
Vision Large Cap Value Fund II 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 .25% of the average net asset value of Class A Shares and
Class S Shares, and Vision Large Cap Growth Fund II and Vision Large Cap
Value Fund II held during the quarter in accounts for which the
Institution provides services under this Agreement and .75% of the
average net asset value of Class B 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.
Revised March 1, 2002
