PROXY STATEMENT
CCMI FUNDS
CCMI Equity Fund
CCMI Bond Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 2003
A special meeting of the shareholders of CCMI Funds (the "Trust") will be
held at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, at 2:00 p.m.
(Eastern time), on June 27, 2003, to elect five Trustees and to transact such
other business as may properly come before the meeting or any adjournment
thereof. The Trust is composed of two separate investment portfolios: CCMI
Equity Fund and CCMI Bond Fund (individually referred to as a "Fund" or
collectively as the "Funds").
The Board of Trustees has fixed May 16, 2003, as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Board of Trustees
John W. McGonigle
Secretary
June 11, 2003
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
3
TABLE OF CONTENTS
About the Proxy Solicitation and the Special Meeting.. ....3
PROPOSAL: ELECTION OF FIVE TRUSTEES........................3
Nominees...................................................5
THE PRESENT BOARD OF TRUSTEES AND OFFICERS.................7
INFORMATION ABOUT THE TRUST................................12
Proxies, Quorum and Voting at the Special Meeting.........12
Share Ownership of the Trust...............................13
Other Matters and Discretion of Attorneys Named in the
Proxy........................................13
PROXY STATEMENT
CCMI FUNDS
CCMI Equity Fund
CCMI Bond Fund
5800 Corporate Drive
Pittsburgh, PA 15237-7010
About the Proxy Solicitation and the Special Meeting
The enclosed proxy is solicited on behalf of the Board of Trustees of the
Trust (the "Board" or "Trustees"). The proxies will be voted at the special
meeting of shareholders of the Trust to be held on June 27, 2003, at 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, at 2:00 p.m. (such special
meeting and any adjournment or postponement thereof are referred to as the
"Special Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Trust. In addition to solicitations through the
mails, proxies may be solicited by officers, employees, and agents, of the
Trust. Such solicitations may be by telephone, telegraph, or otherwise. Any
telephonic solicitations will follow procedures designed to ensure accuracy and
prevent fraud, including requiring identifying shareholder information,
recording the shareholder's instructions, and confirming to the shareholder
after the fact. Shareholders who communicate proxies by telephone or by other
electronic means have the same power and authority to issue, revoke, or
otherwise change their voting instruction as currently exists for instructions
communicated in written form. The Trust will reimburse custodians, nominees, and
fiduciaries for the reasonable costs incurred by them in connection with
forwarding solicitation materials to the beneficial owners of shares held of
record by such persons.
The purpose of the Special Meeting is set forth in the accompanying Notice.
The Trustees know of no business other than that mentioned in the Notice that
will be presented for consideration at the Special Meeting. Should other
business properly be brought before the Special Meeting, proxies will be voted
in accordance with the best judgment of the persons named as proxies. This proxy
statement and the enclosed proxy cards are expected to be mailed on or about
June 11, 2003, to shareholders of record at the close of business on May 16,
2003 (the "Record Date"). On the Record Date, the Funds had outstanding shares
of beneficial interest as follows: CCMI Equity Fund had 7,325,986 Shares and
CCMI Bond Fund had 10,477,496 Shares.
The most recent annual report for CCMI Equity Fund, which includes audited
financial statements for the fiscal year ended May 31, 2002, and the most recent
semi-annual reports for both Funds, which include unaudited financial statements
for the six months ended November 30, 2002, have been mailed to shareholders.
The Fund will furnish these reports without charge upon either written or
telephone request. The Trust's principal executive offices are located at 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7010. The Trust's toll free
number is 1-800-386-3111.
PROPOSAL: ELECTION OF FIVE TRUSTEES
The Trust is managed by a Board of Trustees (the "Board" or "Trustees").
The Board is responsible for managing the Trust's business affairs and for
exercising all of the Trust's powers except those reserved to the shareholders.
As of the date of this proxy statement, the Board (the "Present Board") consists
of twelve Trustees (the "Present Trustees"). All of the Present Trustees have
served in that capacity continuously since January 13, 1992, with the exception
of Thomas G. Bigley who has served continuously since November 15, 1994, John E.
Murray, Jr., who has served continuously since February 14, 1995, and Nicholas
P. Constantakis, John F. Cunningham, Charles F. Mansfield, Jr., and John S.
Walsh, who have served continuously since January 1, 1999 and J. Christopher
Donahue who has served continuously since January 1, 2000.
The Present Board recently approved a proposal for the appointment of a new
board (the "Nominees") that would serve in place of the Present Trustees,
subject to approval by shareholders of the Trust. The reason for this action is
to facilitate implementation of the joint decision of Federated Investors, Inc.
("Federated"), the Funds' current principal service provider, and Commerce
Capital Management, Inc. (the "Adviser"), the Funds' Adviser, that the Funds
withdraw from the Federated complex of funds served by the Present Board, and
become part of a fund complex which uses Unified Fund Services, Inc. as
principal service provider and is served by a board consisting of the Nominees.
While the Present Trustees have proposed that the Nominees listed below
succeed the Present Board (subject to shareholder approval), the Present
Trustees, as of the date of this proxy statement, have not considered any
changes in the service providers to the Trust. The Adviser will continue to
manage the Trust's investments. The Present Trustees are currently serving as
Trustees and will continue to serve in their capacities until the results of the
shareholder vote at the Special Meeting are certified and recorded, and the
Nominees will then become Trustees. In the event that the shareholders do not
elect the Nominees at the Special Meeting, the Present Trustees will continue to
serve in their current capacities, and will consider what action, if any, should
be taken.
At the Special Meeting, votes will be taken on the election of the Nominees
to serve as Trustees of the Trust to hold office until the election and
qualification of their successors. None of the Nominees is related to one
another. None of the Nominees is presently serving as a Trustee of the Trust.
All of the Nominees have consented to serve if elected at the Special Meeting.
The Nominees will be elected by a plurality of votes cast at the Special
Meeting, which means that the individuals receiving the greatest number of votes
at the Special Meeting will be elected. If elected, the Nominees will hold
office without limit in time until death, resignation, retirement or removal or
until the next meeting of shareholders to elect Trustees and the election and
qualifications of their successors.
Shares of both Funds will be voted together as a single class of shares on
the election of Trustees.
The Trustees shall hold office during the lifetime of this Trust, and until
its termination as hereinafter provided; except (a) that any Trustee may resign
his office at any time by written instrument signed by him and delivered to the
other Trustees, which shall take effect upon such delivery or upon such later
date as is specified therein; (b) that any Trustee may be removed at any time by
written instrument signed by at least two-thirds of the number of Trustees prior
to such removal, specifying the date when such removal shall become effective;
(c) that any Trustee who requests in writing to be retired or who has become
mentally or physically incapacitated may be retired by written instrument signed
by a majority of the other Trustees, specifying the date of his retirement; and
(d) a Trustee may be removed at any special meeting of Shareholders of the Trust
by a vote of two-thirds of the outstanding Shares. The Trustees will not fill
any vacancy by appointment if, immediately after filling such vacancy, less than
two-thirds of the Trustees then holding office would have been elected by the
shareholders. If, at any time, less than a majority of the Trustees holding
office have been elected by the shareholders, the Trustees then in office will
call a shareholders' meeting for the purpose of electing Trustees to fill
vacancies. Otherwise, there will normally be no meeting of shareholders called
for the purpose of electing Trustees.
Nominees
The Table below provides a listing of each Nominee standing for election
along with their addresses, birth dates, principal occupations during the past
five years, other directorships held by each Nominee, and aggregate compensation
from the Trust. None of the Nominees is affiliated with the Adviser or with the
Funds' principal underwriter, Federated Securities Corp. ("FSC"), a subsidiary
of Federated. None of the Nominees (1) own shares of the Trust, the Adviser or
FSC, or (2) directly or indirectly controls, is controlled by, or is under
common control with the Adviser or FSC.
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Name, Address & Date Principal Occupation(s) During Aggregate
of Birth Past 5 Years Other Directorships Compensation
Held From Trust
and Previous Positions
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Timothy L. Ashburn Principal Occupation: Chairman of $0
(1) Unified Financial Services, Inc.
1104 Buttonwood since 1989 and Chief Executive
Court Officer from 1989 to 1992 and 1994
Lexington, KY 40515 to April 2002; President of
Unified Financial Services from
Year of Birth: 1950 November 1997 to April 2000.
Other Directorships Held: Director
of Unified Financial Services,
Inc., Unified Fund Services, Inc.,
and Unified Financial Securities,
Inc.; Trustee of AmeriPrime Funds,
AmeriPrime Advisors Trust and
Unified Series Trust.
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Ronald C. Tritschler Principal Occupation: Chief $0
(1) Executive Officer, Director and
2361 Old Hickory Lane legal counsel of The Webb
Lexington, KY 40515 Companies, a national real estate
company, from 2001 to present;
Year of Birth: 1952 Executive Vice President and
Director of The Webb Companies
from 1990 to 2000.
Other Directorships Held: Director
of The Lexington Bank and The
Traxx Companies, an owner and
operator of convenience stores.
Trustee of AmeriPrime Funds,
Unified Series Trust and
AmeriPrime Advisors Trust.
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Gary E. Hippenstiel Principal Occupation: Director, $0
600 Jefferson Street Vice President and Chief
Suite 350 Investment Officer of Legacy Trust
Houston, TX 77002 Company since 1992.
Year of Birth: 1947
Other Directorships Held: Trustee
of AmeriPrime Funds, AmeriPrime
Advisors Trust , Unified Series
Trust and Access Variable
Insurance Trust.
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Name, Address, Date Principal Occupations Aggregate
of Birth for Past Five Years, Compensation
Other Directorships Held From Trust
and Previous Positions
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Stephen A. Little Principal Occupations: President $0
3647 Totem Lane and founder, The Rose, Inc., a
Indianapolis, IN registered investment advisor,
46208 since April 1993.
Year of Birth: 1946
Other Directorships Held: Trustee
of AmeriPrime Funds, Unified
Series Trust and AmeriPrime
Advisors Trust.
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Daniel J. Condon Principal Occupation: Vice $0
2385 The Woods Lane President and General Manager,
Lexington, KY 40502 International Crankshaft Inc., an
automotive equipment manufacturing
Year of Birth: 1950 company, 1990 to present.
Other Directorships Held: Trustee
of AmeriPrime Funds, Unified
Series Trust and AmeriPrime
Advisors Trust.
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(1) It is anticipated that following their election as Trustees, the
Nominees willl consider the selection of Unified Financial Securities Inc., to
replace FSC as the Funds' principal underwriter. If such proposal is approved,
Mr. Ashburn will be deemed to be an "interested person" of the Trust because he
is a director of Unified Financial Securities, Inc. and Mr. Tritschler will be
deemed to be an "interested person" of the Trust because he has an ownership
interest in Unified Financial Services, Inc., parent of Unified Financial
Securities, Inc.
The Present Board is comprised of twelve Trustees, three of whom are deemed
to be "interested persons" of the Trust as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). If the Nominees are elected, the Trust's
Board will be comprised of three non-interested Trustees and two interested
Trustees. The Present Board met four times during the fiscal year ended May 31,
2002, and each of the Present Trustees attended all of the Board meetings. It is
anticipated that the Nominees, upon being elected Trustees, will meet at least
four times a year at regularly scheduled meetings. The committees, organization
and activity of the Present Board are described in the section entitled "The
Present Board of Trustees and Officers" in this proxy statement. The Nominees
have not yet made any decision with respect to whether to designate
responsibilities to similar committees.
If a Nominee for election as a Trustee named above shall by reason of death
or for any other reason become unavailable as a candidate at the Special
Meeting, votes pursuant to the enclosed proxy will be cast for a substitute
candidate by the proxies named on the proxy card, or their substitutes, present
and acting at the Special Meeting. Any such substitute candidate for election as
a Trustee who is an "interested person" (as defined in the 1940 Act) of the
Trust shall be nominated by the Executive Committee. The selection of any
substitute candidate for election as a Trustee who is not an "interested person"
shall be made by a majority of the Trustees who are not "interested persons" of
the Trust. The Board has no reason to believe that any Nominee will become
unavailable for election as a Trustee.
THE PRESENT BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS ELECT THE NOMINEES
The following table gives information about each Board member and the
senior officers of the Funds. The tables separately list Board members who are
"interested persons" of the Fund (i.e., "Interested" Board members) and those
who are not (i.e., "Independent" Board members). Unless otherwise noted, the
address of each person listed is Federated Investors Tower, 1001 Liberty Avenue,
Pittsburgh, PA. The CCMI Complex consists of two investment company portfolios.
Unless otherwise noted, each Officer is elected annually. Unless otherwise
noted, each Board member oversees all portfolios in the CCMI Complex; serves for
an indefinite term; and also serves as a Board member of the following
investment company complexes: Banknorth Funds-four portfolios; Federated
Investors Funds - 138 portfolios; Regions Morgan Keegan Select Funds-nine
portfolios; Riggs Funds-eight portfolios; WesMark Funds-five portfolios; and
Golden Oak(R) Family of Funds- seven portfolios.
THE PRESENT BOARD OF TRUSTEES AND OFFICERS
INTERESTED TRUSTEES BACKGROUND AND COMPENSATION
Name Principal Occupation(s) for Past Aggregate
Birth Date Five Years, Other Directorships Compensation
Address Held and Previous Position(s) From Trust
Positions Held with (past
Trust fiscal
Date Service Began year)
Principal Occupations: Chairman $0
John F. Donahue* and Director or Trustee of the
Birth Date: July 28, Federated Fund Complex; Chairman
1924 and Director, Federated
CHAIRMAN AND TRUSTEE Investors, Inc.
Began serving: ---------------------------------
January 31, 1992
Previous Positions: Trustee,
Federated Investment Management
Company and Chairman and
Director, Federated Investment
Counseling
Principal Occupations: Principal $0
J. Christopher Executive Officer and President
Donahue* of the Federated Fund Complex;
Birth Date: April Director or Trustee of some of
11, 1949 the Funds in the Federated Fund
EXECUTIVE VICE Complex; President, Chief
PRESIDENT AND TRUSTEE Executive Officer and Director,
Began serving: Federated Investors, Inc.;
January 2000 Chairman and Trustee, Federated
Investment Management Company;
Trustee, Federated Investment
Counseling; Chairman and
Director, Federated Global
Investment Management Corp.;
Chairman, Passport Research,
Ltd.; Trustee, Federated
Shareholder Services Company;
Director, Federated Services
Company.
Previous Positions: President,
Federated Investment Counseling;
President and Chief Executive
Officer, Federated Investment
Management Company; President
and Chief Executive Officer,
Federated Global Investment
Management Corp.; President and
Chief Executive Officer,
Passport Research, Ltd.
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Name Principal Occupation(s) for Past Aggregate
Birth Date Five Years, Other Directorships Compensation
Address Held and Previous Position(s) From Trust
Positions Held with (past
Trust fiscal
Date Service Began year)
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Principal Occupations: Director
Lawrence D. Ellis, or Trustee of the Federated Fund $1,056.71
M.D.* Complex; Professor of Medicine,
Birth Date: October University of Pittsburgh;
11, 1932 Medical Director, University of
3471 Fifth Avenue Pittsburgh Medical Center
Suite 1111 Downtown; Hematologist,
Pittsburgh, PA Oncologist and Internist,
TRUSTEE University of Pittsburgh Medical
Began serving: Center.
January 1992
Other Directorships Held:
Member, National Board of
Trustees, Leukemia Society of
America.
Previous Positions: Trustee,
University of Pittsburgh;
Director, University of
Pittsburgh Medical Center.
INDEPENDENT TRUSTEES BACKGROUND AND COMPENSATION
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Name Principal Occupation(s) for Past Aggregate
Birth Date Five Years, Other Directorships Compensation
Address Held and Previous Position(s) From Trust
Positions Held with past
Trust (fiscal
- -------------------- year)
Date Service Began
Principal Occupation: Director
Thomas G. Bigley or Trustee of the Federated Fund $1,162.55
Birth Date: Complex.
February 3, 1934
15 Old Timber Trail Other Directorships Held:
Pittsburgh, PA Director, Member of Executive
TRUSTEEE Committee, Children's Hospital
Began serving: of Pittsburgh; Director,
November 1994 University of Pittsburgh.
Previous Position: Senior
Partner, Ernst & Young LLP.
Principal Occupations: Director
John T. Conroy, Jr. or Trustee of the Federated Fund $1,162.55
Birth Date: June Complex; Chairman of the Board,
23, 1937 Investment Properties
Grubb & Corporation; Partner or Trustee
Ellis/Investment in private real estate ventures
Properties in Southwest Florida.
Corporation
3838 Tamiami Trail Previous Positions: President,
N. Investment Properties
Naples, FL Corporation; Senior Vice
TRUSTEE President, John R. Wood and
Began serving: Associates, Inc., Realtors;
January 1992 President, Naples Property
Management, Inc. and Northgate
Village Development Corporation.
Principal Occupation: Director
Nicholas P. or Trustee of the Federated Fund $1,162.55
Constantakis Complex.
Birth Date:
September 3, 1939 Other Directorships Held:
175 Woodshire Drive Director, Michael Baker
Pittsburgh, PA Corporation (engineering and
TRUSTEE energy services worldwide).
Began serving:
January 1999 Previous Position: Partner,
Andersen Worldwide SC.
* Family relationships and reasons for "interested" status: John F. Donahue
is the father of J. Christopher Donahue; both are "interested" due to the
positions they hold with Federated and its subsidiaries. Lawrence D. Ellis, M.D.
is "interested" because his son-in-law is employed by the Fund's principal
underwriter, Federated Securities Corp.
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Name Principal Occupation(s) for Past Aggregate
Birth Date Five Years, Other Directorships Compensation
Address Held and Previous Position(s) From Trust
Positions Held with past
Trust (Fiscal
- -------------------- year)
Date Service Began
Principal Occupation: Director
John F. Cunningham or Trustee of the Federated Fund $1,056.71
Birth Date: March Complex.
5, 1943
353 El Brillo Way Other Directorships Held:
Palm Beach, FL Chairman, President and Chief
TRUSTEE Executive Officer, Cunningham &
Began serving: Co., Inc. (strategic business
January 1999 consulting); Trustee Associate,
Boston College.
Previous Positions: Director,
Redgate Communications and EMC
Corporation (computer storage
systems); Chairman of the Board
and Chief Executive Officer,
Computer Consoles, Inc.;
President and Chief Operating
Officer, Wang Laboratories;
Director, First National Bank of
Boston; Director, Apollo
Computer, Inc.
Principal Occupation: Director
Peter E. Madden or Trustee of the Federated Fund $1,056.71
Birth Date: March Complex; Management Consultant.
16, 1942
One Royal Palm Way Other Directorships Held: Board
100 Royal Palm Way of Overseers, Babson College.
Palm Beach, FL
TRUSTEE Previous Positions:
Began serving: Representative, Commonwealth of
January 1992 Massachusetts General Court;
President, State Street Bank and
Trust Company and State Street
Corporation (retired); Director,
VISA USA and VISA International;
Chairman and Director,
Massachusetts Bankers
Association; Director,
Depository Trust Corporation;
Director, The Boston Stock
Exchange.
Principal Occupations: Director
Charles F. or Trustee of the Federated Fund $1,162.55
Mansfield, Jr. Complex; Management Consultant;
Birth Date: April Executive Vice President, DVC
10, 1945 Group, Inc. (marketing,
80 South Road communications and technology)
Westhampton Beach, (prior to 9/1/00).
NY
TRUSTEE Previous Positions: Chief
Began serving: Executive Officer, PBTC
January 1999 International Bank; Partner,
Arthur Young & Company (now
Ernst & Young LLP); Chief
Financial Officer of Retail
Banking Sector, Chase Manhattan
Bank; Senior Vice President,
HSBC Bank USA (formerly, Marine
Midland Bank); Vice President,
Citibank; Assistant Professor of
Banking and Finance, Frank G.
Zarb School of Business, Hofstra
University.
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Name Principal Occupation(s) for Past Aggregate
Birth Date Five Years, Other Directorships Compensation
Address Held and Previous Position(s) From Trust
Positions Held with past
Trust (Fiscal
- -------------------- year)
Date Service Began
John E. Murray, Principal Occupations: Director
Jr., J.D., S.J.D. or Trustee of the Federated Fund $1,089.29
Birth Date: Complex; Chancellor and Law
December 20, 1932 Professor, Duquesne University;
Chancellor, Consulting Partner, Mollica &
Duquesne University Murray.
Pittsburgh, PA
TRUSTEE Other Directorships Held:
Began serving: Director, Michael Baker Corp.
February 1995 (engineering, construction,
operations and technical
services).
Previous Positions: President,
Duquesne University; Dean and
Professor of Law, University of
Pittsburgh School of Law; Dean
and Professor of Law, Villanova
University School of Law.
Principal Occupations: Director
Marjorie P. Smuts or Trustee of the Federated Fund $1,056.71
Birth Date: June Complex; Public
21, 1935 Relations/Marketing
4905 Bayard Street Consultant/Conference
Pittsburgh, PA Coordinator.
TRUSTEE
Began serving: Previous Positions: National
January 1992 Spokesperson, Aluminum Company
of America; television producer;
President, Marj Palmer Assoc.;
Owner, Scandia Bord.
Principal Occupations: Director
John S. Walsh or Trustee of the Federated Fund $1,056.71
Birth Date: Complex; President and Director,
November 28, 1957 Heat Wagon, Inc. (manufacturer
2604 William Drive of construction temporary
Valparaiso, IN heaters); President and
TRUSTEE Director, Manufacturers
Began serving: Products, Inc. (distributor of
January 1999 portable construction heaters);
President, Portable Heater
Parts, a division of
Manufacturers Products, Inc.
Previous Position: Vice
President, Walsh & Kelly, Inc.
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OFFICERS**
Name Principal Occupation(s) and Previous Position(s)
Birth Date
Address
Positions Held with Trust
- -----------------------------
Date Service Began
Principal Occupations: Senior Vice President and
Peter J. Germain Director of Proprietary Fund Services, Federated
Birth Date: September 3, 1959 Services Company.
PRESIDENT
- -----------------------------
Began serving: August 2000
Principal Occupations: Executive Vice President and
John W. McGonigle Secretary of the Federated Fund Complex; Executive Vice
Birth Date: October 26, 1938 President, Secretary and Director, Federated Investors,
EXECUTIVE VICE PRESIDENT AND Inc.
SECRETARY
Began serving: June 1995
Richard J. Thomas Principal Occupations: Principal Financial Officer and
Birth Date: June 17, 1954 Treasurer of the Federated Fund Complex; Senior Vice
TREASURER President, Federated Administrative Services.
Began serving: August 2000
Principal Occupations: Vice President, Federated
Beth S. Broderick Services Company.
Birth Date: August 2, 1965
VICE PRESIDENT
- -----------------------------
Began serving: August 2000
** Officers do not receive any compensation from the Fund.
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Thomas R. Donahue, Chief Financial Officer, Vice President, Treasurer and
Assistant Secretary of Federated Investors, Inc. and an officer of its various
advisory and underwriting subsidiaries, has served as a Term Member on the Board
of Directors of Duquesne University, Pittsburgh, Pennsylvania, since May 12,
2000. Mr. John E. Murray, Jr., an Independent Trustee of the Fund, served as
President of Duquesne from 1988 until his retirement from that position in 2001,
and became Chancellor of Duquesne on August 15, 2001. It should be noted that
Mr. Donahue abstains on any matter that comes before Duquesne's Board that
affects Mr. Murray personally.
COMMITTEES of the board
Committee Functions Meetings Held
Board Committee During Last
Committee Members Fiscal Year
Executive John F. Donahue In between meetings of the full Board, One
John E. Murray, the Executive Committee generally may
Jr. exercise all the powers of the full Board
in the management and direction of the
business and conduct of the affairs of
the Trust in such manner as the Executive
Committee shall deem to be in the best
interests of the Trust. However, the
Executive Committee cannot elect or
remove Board members, increase or
decrease the number of Trustees, elect or
remove any Officer, declare dividends,
issue shares or recommend to shareholders
any action requiring shareholder approval.
Audit Thomas G. Bigley The Audit Committee reviews and Three
John T. Conroy, recommends to the full Board the
Jr. independent auditors to be selected to
Nicholas P. audit the Fund's financial statements;
Constantakis meet with the independent auditors
Charles F. periodically to review the results of the
Mansfield, Jr. audits and report the results to the full
Board; evaluate the independence of the
auditors, review legal and regulatory
matters that may have a material effect
on the financial statements, related
compliance policies and programs, and the
related reports received from regulators;
review the Fund`s internal audit
function; review compliance with the
Fund`s code of conduct/ethics; review
valuation issues; monitor inter-fund
lending transactions; review custody
services and issues and investigate any
matters brought to the Committee's
attention that are within the scope of
its duties.
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Board ownership of shares in the fund and in the CCMI family of Investment
companies AS OF dECEMBER 31, 2002
Aggregate
Dollar Dollar Range of
Range of Shares Owned in
Shares CCMI Family of
Interested Owned Investment
Board Member Name in Fund Companies
John F. Donahue NONE NONE
J. Christopher NONE NONE
Donahue
Lawrence D. Ellis, NONE NONE
M.D.
Independent
Board Member Name
Thomas G. Bigley NONE NONE
John T. Conroy, Jr. NONE NONE
Nicholas P. NONE NONE
Constantakis
John F. Cunningham NONE NONE
Peter E. Madden NONE NONE
Charles F. NONE NONE
Mansfield, Jr.
John E. Murray, NONE NONE
Jr., J.D., S.J.D. --
Marjorie P. Smuts NONE NONE
John S. Walsh NONE NONE
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INFORMATION ABOUT THE TRUST
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Proxies, Quorum and Voting at the Special Meeting
Only shareholders of record on the Record Date will be entitled to vote at
the Special Meeting. Each share of each Fund is entitled to one vote with
respect to matters impacting that Fund or the Trust generally. Fractional shares
are entitled to proportionate shares of one vote. Election of Trustees shall be
decided by a plurality of the votes cast.
...... Any person giving a proxy has the power to revoke it any time prior
to its exercise by executing a superseding proxy or by submitting a written
notice of revocation to the Secretary of the Trust. In addition, although mere
attendance at the Special Meeting will not revoke a proxy, a shareholder present
at the Special Meeting may withdraw his or her proxy and vote in person. All
properly executed and unrevoked proxies received in time for the Special Meeting
will be voted in accordance with the instructions contained in the proxies. If
no instruction is given on the proxy, the persons named as proxies will vote the
shares represented thereby in favor of the matters set forth in the attached
Notice.
In order to hold the Meeting, a "quorum" of shareholders must be present.
Holders of more than fifty percent of the shares of the Trust entitled to vote,
present in person or by proxy, shall be required to constitute a quorum for the
purpose of voting on the election of Trustees.
......If a quorum is not present, the persons named as proxies may vote
those proxies,
which have been received to adjourn the Special Meeting to a later date.
Share Ownership of the Trust
Officers and Trustees of the Trust own less than 1% of the Trust's
outstanding shares.
At the close of business on the Record Date, the following persons owned,
to the knowledge of management, more than 5% of the outstanding shares of the
Funds:
CCMI Equity Fund
Central Carolina Bank & Trust owned approximately 6,550, 853 (89.42%)
Shares.
CCMI Bond Fund
Central Carolina Bank & Trust owned approximately 10,474,783 (99.97%)
Shares.
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OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
- --------------------------------------------------------------------------------
......The Trust is not required, and does not intend, to hold annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for the next meeting of
shareholders should send their written proposals to CCMI Funds, 5800 Corporate
Drive, Pittsburgh, Pennsylvania 15237-7010, so that they are received within a
reasonable time before any such meeting.
......No business other than the matter described above is expected to come
before the Special Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or postponement
of the Special Meeting, the persons named on the enclosed proxy card will vote
on such matters according to their best judgment in the interests of the Trust.
- --------------------------------------------------------------------------------
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES.
- --------------------------------------------------------------------------------
By Order of the Trustees
John W. McGonigle
Secretary
June 11, 2003
CCMI FUNDS
Investment Adviser
COMMERCE CAPITAL MANAGEMENT, INC.
850 Ridgelake Boulevard #101
Memphis, TN 38120
Distributor
FEDERATED SECURITIES CORP.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Administrator
FEDERATED ADMINISTRATIVE SERVICES
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
Cusip 12501 K 302
Cusip 12501 K 401
(6/03)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
CCMI FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Federated Administrative Services
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1)....Amount Previously Paid:
____________________________________________________________
2)....Form, Schedule or Registration Statement No.:
____________________________________________________________
3)....Filing Party:
____________________________________________________________
4)....Date Filed:
.............____________________________________________________________
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of CCMI
Funds, hereby appoint C. Grant Anderson, Suzanne W. Land, Alecia A. Allison,
Catherine C. Ryan and Heidi B. Loeffert, or any one of them, true and lawful
attorneys, with the power of substitution of each, to vote all shares of CCMI
Funds, which the undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on June 27, 2003, at 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7010, at 2:00 p.m. (Eastern Time), and at any adjournment
thereof.
The attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this ballot. If no choice is indicated as to
the item, this proxy will be voted affirmatively on the matters. Discretionary
authority is hereby conferred as to all other matters as may properly come
before the Special Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF CCMI FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
Proposal 1 To elect Timothy L. Ashburn, Ronald C. Tritschler, Gary E.
Hippenstiel, Stephen A. Little and Daniel J. Condon as Trustees of the Trust.
FOR [ ]
WITHHOLD ALL [ ]
FOR ALL EXCEPT* [ ]
Proposal 2 To transact such other business as may properly come before the
Meeting or any adjournment thereof.
FOR [ ]
AGAINST [ ]
*If you do not wish your shares to be voted "FOR" a particular nominee,
mark the "For All Except" box and strike a line through the nominee (s') name.
Your shares will be voted for the remaining nominees.
YOUR VOTE IS IMPORTANT
Please complete, sign and return this
card as soon as possible.
Dated
_____________________
Signature
________________________
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the
Trust. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.