Exhibit (m)(xviii) 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")
PORTFOLIOS
FSC will pay Institution fees for the following portfolios (the "Funds")
effective as of the dates set forth below:
NAME DATE
CLASS A SHARES
Vision U.S. Government Securities Fund November 1, 2000 Vision New York
Municipal Income Fund November 1, 2000 Vision Large Cap Value Fund
November 1, 2000 Vision Large Cap Growth Fund November 1, 2000 Vision Mid
Cap Stock Fund November 1, 2000 Vision Large Cap Core Fund November 1,
2000 Vision Small Cap Stock Fund November 1, 2000 Vision Intermediate Term
Bond Fund November 1, 2000 Vision International Equity Fund November 1,
2000 Vision Managed Allocation Fund - Conservative Growth November 1, 2000
Vision Managed Allocation Fund - Moderate Growth November 1, 2000 Vision
Managed Allocation Fund - Aggressive Growth November 1, 2000 Vision
Pennsylvania Municipal Income 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 Mid Cap Stock Fund November 1, 2000
Vision Large Cap Growth Fund November 1, 2000
Vision Large Cap Value Fund November 1, 2000
Vision Large Cap Core Fund November 1, 2000
Vision Small Cap Stock Fund November 1, 2000
Vision International Equity Fund November 1, 2000
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 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 unde 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.
