Q1 Exhibits
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 theInternal 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:
Authorized Signature
Title
Print Name of Authorized Signature
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:
Xxxxx X. Xxxxxxx, Vice President
CCMI 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
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.
EXHIBIT A
TO THE CUSTODY AGREEMENT BETWEEN
CCMI FUNDS AND THE FIFTH THIRD BANK
Name of Fund Date:
CCMI Bond Fund March 1, 2002
CCMI Equity Fund September 12, 1996
EXHIBIT B
CCMI Bond Fund
For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to .60 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of .60 of 1% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 1st day of March, 2002.
COMMERCE CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Chairman and CEO
CCMI FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Exhibit D
CCMI FUNDS
CCMI Bond Fund
The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 1st day of May, 1992,
between CCMI Funds and Federated Securities Corp. ("FSC") with respect
to the Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Class.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Class ("Shares"),
at the current offering price thereof as described and set forth in the
respective prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, FSC
is authorized to select a group of Administrators ("Administrators") to
render administrative support services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following eleven functions: (1) account openings: the
Broker or Administrator communicates account openings via computer
terminals located on the Broker or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase transactions
are entered through the Broker or Administrator's own personal computer or
through the use of a toll-free telephone number; 4) enter redemption
transactions: Broker or Administrator enters redemption transactions in
the same manner as purchases; 5) account maintenance: Broker or
Administrator provides or arranges to provide accounting support for all
transactions. Broker or Administrator also wires funds and receives funds
for Trust share purchases and redemptions, confirms and reconciles all
transactions, reviews the activity in the Trust's accounts, and provides
training and supervision of its personnel; 6) interest posting: Broker or
Administrator posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator maintains and
distributes current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists: the Broker
or Administrator continuously provides names of potential customers; 10)
design services: the Broker or Administrator continuously designs
material to send to customers and develops methods of making such
materials
accessible to customers; and 11) consultation services: the Broker or
Administrator continuously provides information about the product needs
of customers.
3. During the term of this Agreement, the Trust will pay FSC
for services pursuant to this Agreement, a monthly fee computed at the
annual
rate of .25% of the average aggregate net asset value of the Shares held
during the month. For the month in which this 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
month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1 herein.
FSC, in its sole discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such fees
will be paid shall be determined from time to time by FSC in its sole
discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 1, 1992, between CCMI Funds and Federated
Securities Corp., CCMI Funds executes and delivers this Exhibit on behalf of
the Funds, and with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.
Witness the due execution hereof this 1st day of March, 2002.
CCMI FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SECURITIES CORP.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT A
to the
Distribution Plan
CCMI FUNDS
CCMI Bond Fund
This Distribution Plan is adopted by CCMI FUNDS with respect to the
Class of Shares of the portfolio of the Trust set forth above.
In compensation for the services provided pursuant to this Plan, FSC
will be paid a monthly fee computed at the annual rate of 0.25% of the average
aggregate net asset value of the CCMI Bond Fund held during the month.
Witness the due execution hereof this 1st day of March, 2002.
CCMI FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
CCMI FUNDS
DISTRIBUTION PLAN
This Distribution Plan ("Plan") is adopted as of February 14, 2002,
by the Board of Trustees of CCMI FUNDS (the "Trust"), a Massachusetts
business trust with respect to certain classes of shares ("Classes") of
the portfolios of the Trust (the "Funds") set forth in exhibits hereto.
1. This Plan is adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended ("Act"), so as to allow the Trust to make
payments as contemplated herein, in conjunction with the distribution of
Classes of the Funds ("Shares").
2. This Plan is designed to finance activities of Federated
Securities Corp. ("FSC") principally intended to result in the sale of
Shares to include: (a) providing incentives to financial institutions
("Financial Institutions") to sell Shares; (b) advertising and marketing
of Shares to include preparing, printing and distributing prospectuses and
sales literature to prospective shareholders and with Financial
Institutions; and (c) implementing and operating the Plan. In compensation
for services provided pursuant to this Plan, FSC will be paid a fee in
respect of the following Classes set forth on the applicable exhibit.
3. Any payment to FSC in accordance with this Plan will be made
pursuant to the "Distributor's Contract" entered into by the Trust and FSC.
Any payments made by FSC to Financial Institutions with funds received as
compensation under this Plan will be made pursuant to the "Financial
Institution Agreement" entered into by FSC and the Institution.
4. FSC has the right (i) to select, in its sole discretion, the
Financial Institutions to participate in the Plan and (ii) to terminate
without cause and in its sole discretion any Financial Institution
Agreement.
5. Quarterly in each year that this Plan remains in effect, FSC shall
prepare and furnish to the Board of Trustees of the Trust, and the Board of
Trustees shall review, a written report of the amounts expended under the
Plan and the purpose for which such expenditures were made.
6. This Plan shall become effective with respect to each Class (i)
after approval as required by Rule 12b-1 under the Act as in effect on the
date of the execution hereof; and (ii) upon execution of an exhibit
adopting this Plan with respect to such Class.
7. This Plan shall remain in effect with respect to each Class
presently set forth on an exhibit and any subsequent Classes added pursuant
to an exhibit during the initial year of this Plan for the period of one
year from the date set forth above and may be continued thereafter if this
Plan is approved with respect to each Class at least annually by a majority
of the Trust's Board of Trustees and a majority of the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting on
such Plan. If this Plan is adopted with respect to a Class after the first
annual approval by the Trustees as described above, this Plan will be
effective as to that Class upon execution of the applicable exhibit pursuant
to the provisions of paragraph 6(ii) above and will continue in effect
until the next annual approval of this Plan by the Trustees and thereafter
for successive periods of one year subject to approval as described above.
8. All material amendments to this Plan must be approved by a vote of
the Board of Trustees of the Trust and of the Disinterested Trustees, cast
in person at a meeting called for the purpose of voting on it.
9. This Plan may not be amended in order to increase materially the
costs which the Classes may bear for distribution pursuant to the Plan
without being approved by a majority vote of the outstanding voting
securities of the Classes as defined in Section 2(a)(42) of the Act.
10. This Plan may be terminated with respect to a particular Class at
any time by: (a) a majority vote of the Disinterested Trustees; or (b) a
vote of a majority of the outstanding voting securities of the particular
Class as defined in Section 2(a)(42) of the Act; or (c) by FSC on 60 days'
notice to the Trust.
11. While this Plan shall be in effect, the selection and nomination
of Disinterested Trustees of the Trust shall be committed to the
discretion of the Disinterested Trustees then in office.
12. All agreements with any person relating to the implementation of
this Plan shall be in writing and any agreement related to this Plan shall
be subject to termination, without penalty, pursuant to the provisions of
Paragraph 10 herein.
13. This Plan shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
CCMI FUNDS
Amendment No. 9
to
DECLARATION OF TRUST
Dated December 11, 1991
This Declaration of Trust is amended as follows:
Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:
"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth
in Article XII, Section 8, inter alia, to establish and designate any
additional series or class or to modify the rights and preferences of any
existing Series or Class, the initial series shall be, and are
established and designated as:
CCMI Bond Fund
CCMI Equity Fund
The undersigned hereby certify that the above stated Amendment
is a true and correct Amendment to the Declaration of Trust, as adopted
by the Board of Trustees at a meeting on the 14th day of February 2002.
WITNESS the due execution hereof this 14th day of February 2002.
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxxxx X. Xxxxx, M.D.
Xxxx X. Xxxxxxx Xxxxxxxx X. Xxxxx, M.D.
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx, Xx. /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
Xxxx X. Xxxxxx, Xx. Xxxxxxx X. Xxxxxxxxx, Xx.
/s/ Xxxxxxxx X. Xxxxxxxxxxxx /s/ Xxxx X. Xxxxxx, Xx.
Xxxxxxxx X. Xxxxxxxxxxxx Xxxx X. Xxxxxx, Xx.
/s/ Xxxx X. Xxxxxxxxxx /s/ Xxxxxxxx X. Xxxxx
Xxxx X. Xxxxxxxxxx Xxxxxxxx X. Xxxxx
/s/ J. Xxxxxxxxxxx Xxxxxxx /s/ Xxxx X. Xxxxx
J. Xxxxxxxxxxx Xxxxxxx Xxxx X. Xxxxx
EXHIBIT D
to the
Shareholder Services Agreement
CCMI Funds
CCMI Bond Fund
This Shareholder Services Agreement is adopted by CCMI Funds
with respect to the class(es) of the Trust set forth above.
In compensation for the services provided pursuant to this
Shareholder Services Agreement, Federated Administrative Services
will be paid a
monthly fee computed at the annual rate of .25 of 1% of the average
aggregate net asset value
of the CCMI Bond Fund held during the month.
Witness the due execution hereof this 1st day of March, 2002
CCMI Funds
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
EXHIBIT D
to Shareholder Services Plan of
CCMI FUNDS
CCMI Bond Fund
This Plan is adopted by CCMI Funds with respect to the portfolio of
the Trust as set forth above.
In compensation for the services provided pursuant to this Plan,
Providers will be paid a monthly fee computed at the annual rate of 0.25 of
1% of the average aggregate net asset value of the CCMI Bond Fund held during
the month.
Witness the due execution hereof this 1st day of March, 2002.
CCMI FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
