Exhibit 15(ii) 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 ("Administrator") and Federated
Securities Corp. ("FSC") for the shares of beneficial interest or
capital stock ("Shares") which Shares may be offered in one or
more series (the "Funds") and one or more classes thereof (the
"Class") and which have adopted a Rule 12b-1 Plan ("Plan") in
relation to such Funds and Classes 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 Administrator to render or cause to be
rendered sales and administrative support services to the Funds
with respect to the Classes thereof and their shareholders.
2. The services to be provided under Paragraph 1 may include,
but are not limited to, the following:
(a) communicating account openings through computer
terminals located on the Administrator's premises ("computer
terminals"), through a toll-free telephone number or
otherwise;
(b) communicating account closings via the computer
terminals, through a toll-free telephone number or
otherwise;
(c) entering purchase transactions through the computer
terminals, through a toll-free telephone number or
otherwise;
(d) entering redemption transactions through the computer
terminals, through a toll-free telephone number or
otherwise;
(e) electronically transferring and receiving funds for
Fund Share purchase and redemptions, and confirming and
reconciling all such transactions;
(f) reviewing the activity in Fund accounts;
(g) providing training and supervision of its personnel;
(h) maintaining and distributing current copies of
prospectuses and shareholder reports;
(i) advertising the availability of its services and
products;
(j) 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
(k) responding to customers' and potential customers'
questions about the Funds.
The services listed above are illustrative. The Administrator 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
Administrator fees for each Fund or Class thereof set forth in a
written schedule delivered to the Administrator pursuant to this
Agreement. FSC's fee schedule for Administrator may be changed
by FSC sending a new fee schedule to the Administrator 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
period.
4. The Administrator 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 Administrator understands that any person who
exercises any discretionaly 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 Administrator understands that the Department of
Labor views ERISA as prohibiting fiduciaries of discretionary
ERISA assets from receiving administrative service 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 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 Administrator 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 mutual 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 mutual 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 or Class thereof, 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 mutual fund, including a
majority of the members of the Board of Directors or Trustees of
the mutual fund who are not interested persons of the mutual fund
and have no direct or indirect financial interest in the
operation of the mutual fund's Plan or in any related documents
to the Plan ("Disinterested Directors or Trustees") cast in
person at a meeting 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 mutual fund or by a vote of a majority of
the outstanding voting securities of the Fund or any Class
thereof 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 mutual fund or funds 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 or Class thereof will not cause the Agreement's
termination with respect to any other Fund or Class thereof.
10. The Administrator agrees to obtain any taxpayer
identification number certification form 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 mutual 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 Administrator's address, as shown below. If the
Administrator does not object to the amendment within thirty (30)
days after its receipt, the amendment will become part of the
Agreement. The Administrator'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.
Administrator
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:
Xxxxxxx X. Xxxxxx, President
FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH
FEDERATED SECURITIES CORP.
May 21, 1991
FSC will pay the Administrator a periodic fee for the following
Funds
For Classes thereof computed at an annual rate of the average net
asset value of Shares held in each of these Funds during the
period in accounts for which the Administrator provides Services
under the Rule 12b-1 Agreement, so long as the average net asset
value of the Shares in a Class of the Fund during the period is
at least $100,000.
Funds Fee Rate Period
Fountain Square Funds -
Fountain Square Commercial Paper Fund -
Investment Shares .25 of 1% Monthly
Fountain Square Government
Cash Reserves Fund -
Investment Shares .25 of 1% Monthly
