Exhibit (m)(ii) under Form N-1A
Exhibit 1 under Item 601/ Reg. X-X
XXXXXX OAK(R) FAMILY OF FUNDS
RULE 12b-1 AGREEMENT
This Agreement is made between the Financial Institution
executing this Agreement ("Institution") and Edgewood Services, Inc.
("ESI") for the mutual funds (referred to individually as the "Fund"
and collectively as the "Funds") for which ESI 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. ESI 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, ESI will pay the
Institution fees for each Fund as set forth in a written schedule
delivered to the Institution pursuant to this Agreement. ESI's fee
schedule for Institution may be changed by ESI sending a new fee
schedule to Institution pursuant to Paragraph 10 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 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 4 will survive the
term of this Agreement.
5. 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.
6. Notwithstanding paragraph 5, 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 ESI; 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.
7. The termination of this Agreement with respect to any one
Fund will not cause the Agreement's termination with respect to any
other Fund.
8. 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 ESI 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.
9. This Agreement supersedes any prior service agreements
between the parties for the Funds.
10. This Agreement may be amended by ESI from time to time by
the following procedure. ESI 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 ESI within such thirty
days.
11. 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
EDGEWOOD SERVICES, INC.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:
Xxxxx X. Xxxxxxx, President
GOLDEN OAK(R) FAMILY OF FUNDS
_______________________
EXHIBIT A to 12b-1 Agreement with
Edgewood Services, Inc. ("ESI")
Portfolios
ESI will pay Institution fees for the following portfolios (the
"Funds") effective as of the dates set forth below:
Name Date
Class A Shares of:
Golden Oak(R) Growth Portfolio June 1, 2002
Golden Oak(R) Intermediate-Term Income Portfolio June 1, 2002
Golden Oak(R) International Equity Portfolio June 1, 2002
Golden Oak(R) Michigan Tax Free Bond Portfolio June 1, 2002
Golden Oak(R) Prime Obligation Money Market Portfolio June 1, 2002
Golden Oak(R) Small Cap Value Portfolio June 1, 2002
Golden Oak(R) Value Portfolio
Fees
1. During the term of this Agreement, ESI 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 ESI 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.
