ITEM 77Q1(e)(x) - COPIES OF ANY NEW OR AMENDED REGISTRANT INVESTMENT ADVISORY
CONTRACTS
SUBADVISORY AGREEMENT
This Subadvisory Agreement ("Agreement") is entered into as of August 22,
2003, by and among the MTB Group of Funds, a Delaware statutory trust (the
"Trust"), MTB Investment Advisors, Inc., a Maryland corporation (the
"Adviser"), and UBS Global Asset Management (Americas) Inc. (the
"Subadviser").
Recitals:
The Trust is an open-end investment management company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), and has thirty-
four portfolios, including the MTB International Equity Fund (the "Fund");
The Trust and the Adviser have entered into an advisory agreement dated as of
August 22, 2003 (the "Advisory Agreement") as amended, pursuant to which the
Adviser provides portfolio management services to the Fund and the other
portfolios of the Trust;
The Advisory Agreement contemplates that the Adviser may fulfill its portfolio
management responsibilities under the Advisory Agreement by engaging one or
more subadvisers; and
The Adviser and the Board of Trustees of the Trust ("Trustees") desire to
retain the Subadviser to act as sub-investment manager of the Fund and to
provide certain other services, and the Subadviser desires to perform such
services under the terms and conditions hereinafter set forth.
Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Trust, the Adviser and the Subadviser agree as
follows:
1. Delivery of Documents. The Trust has furnished the Subadviser with
copies, properly certified or otherwise authenticated, of each of the
following:
(a) The Trust's Agreement and Declaration of Trust ("Declaration of
Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Subadviser as the investment
subadviser to the Fund and approving the form of this Agreement;
(d) Resolutions of the Trustees selecting the Adviser as investment adviser
to the Fund and approving the form of the Investment Advisory Agreement
and resolutions adopted by the initial shareholder of the Fund approving
the form of the Investment Advisory Agreement;
(e) The Adviser's Investment Advisory Agreement; and
(f) The Trust's registration statement, including the Fund's prospectus and
statement of additional information (collectively called the
"Prospectus").
The Adviser will furnish the Subadviser from time to time with copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any. The Adviser will also furnish the
Subadviser with copies of the documents listed on Schedule 1 to this
Agreement, and shall promptly notify the Subadviser of any material change in
any of the Fund's investment objectives, policies, limitations, guidelines or
procedures set forth in any of the documents listed in Schedule 1.
The Subadviser has furnished the Adviser with a copy of the Subadviser's
approved list of securities for equity portfolios, its Form ADV most recently
filed with the Securities and Exchange Commission, the code of ethics
established by the Subadviser pursuant to Rule 17j-1 of the 1940 Act
("Subadviser's Code of Ethics"), and the Subadviser's policies regarding
allocation of securities among clients with common investment objectives, soft
dollars and brokerage selection. The Subadviser will promptly furnish the
Adviser with copies of any amendments to such documents.
The Subadviser will also provide Adviser with a list and specimen signatures
of the parties who are authorized to act on behalf of the Subadviser and will
promptly notify Adviser in writing of any changes thereto.
2. Investment Services. Subject to the supervision and review of the
Adviser and the Trustees, the Subadviser will manage the investments of the
Fund on a discretionary basis, including the purchase, retention and
disposition of securities, in accordance with the investment policies,
objectives and restrictions of the Fund as set forth in the Fund's Prospectus,
and in conformity with the 1940 Act, the Internal Revenue Code of 1986, as
amended (including the requirements for qualification as a regulated
investment Trust), all other applicable laws and regulations, instructions and
directions received in writing from the Adviser or the Board of Trustees, and
the provisions contained in the documents delivered to the Subadviser pursuant
to Section 1 above, as each of the same may from time to time be amended or
supplemented, and copies delivered to the Subadviser.
The Subadviser will discharge its duties under this Agreement with the care,
skill, prudence, and diligence under the circumstances then prevailing that a
prudent person acting in the capacity of an investment adviser to a registered
investment Trust and familiar with such matters would use. The Subadviser
will, at its own expense:
(a) Manage on a discretionary basis the Fund's investments and determine
from time to time what securities will be purchased, retained, sold or
loaned by the Fund, and what portion of the Fund's assets will be
invested or held uninvested as cash.
(b) Place orders with or through such persons, brokers or dealers to carry
out the policy with respect to brokerage as set forth in the Fund's
Prospectus or as the Trustees may direct from time to time, subject to
the Subadviser's duty to obtain best execution.
In using its best efforts to obtain for the Fund best execution, the
Subadviser, bearing in mind the Fund's best interests at all times,
shall consider all factors it deems relevant, including by way of
illustration, price, the size of the transaction, the nature of the
market for the security, the amount of the commission, the timing of the
transaction, taking into account market prices and trends, the
reputation, experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or dealer in
other transactions. Subject to such policies as the Trustees of the
Trust may determine, the Subadviser shall not be deemed to have acted
unlawfully or to have breached a duty created by this Agreement or
otherwise, solely by reason of its having caused the Fund to pay a
broker or dealer that provides brokerage and research services to the
Subadviser or the Adviser an amount of commission for effecting a Fund
investment transaction that is greater than the amount of commission
that another broker or dealer would have charged for effecting the
transaction.
(c) Submit such reports relating to the valuation of the Fund's securities
as the Adviser may reasonably request.
(d) Maintain detailed books and records of all matters pertaining to the Fund
(the "Fund's Books and Records"), including, without limitation, a daily
ledger of such assets and liabilities relating thereto, and brokerage and
other records of all securities transactions. The Fund's Books and
Records shall be available to the Adviser at any time upon request and
shall be available for telecopying without delay to the Adviser during any
day that the Fund is open for business.
(e) Comply with all requirements of Rule 17j-1 under the 1940 Act ("Rule 17j-
1") including the requirement to submit its Code of Ethics and any
material changes thereto to the Trustees for approval. The Subadviser
will submit any material change in its Code of Ethics to the Trustees
promptly, but in no later than sixty days, after the adoption of such
change. The Subadviser will promptly report any significant violations of
its Code of Ethics or procedures and any related sanctions to the Trustees
and will provide a written report to the Trustees at least annually in
accordance with the requirements of Rule 17j-1. The Subadviser will also
require that its Access Persons (as such term is defined in Rule 17j-1)
provide the Subadviser with quarterly personal investment transaction
reports and initial and annual holdings reports, and otherwise require
such of those persons as is appropriate to be subject to the Subadviser's
Code of Ethics.
(f) From time to time, as the Adviser or the Trustees may reasonably
request, furnish the Adviser and to each of the Trustees reports of Fund
transactions and reports on securities held in the Fund's portfolio, all
in such detail as the Adviser or the Trustees may reasonably request.
(g) Inform the Adviser and the Trustees of changes in investment strategy or
tactics or in key personnel of the Subadviser (including any changes in
the personnel who manage the investments of the Fund).
(h) Make its officers and employees available to meet with the Trustees and
the Adviser at such times and with such frequency as the Trustees or the
Adviser reasonably requests, on due notice to the Subadviser, but at
least quarterly, to review the Fund's investments in light of current
and prospective market conditions.
(i) Furnish to the Trustees such information as may be reasonably necessary in
order for the Trustees to evaluate this Agreement or any proposed
amendments thereto for the purpose of casting a vote pursuant to Section
11 or 12 hereof. Furnish to the Adviser such information as may be
reasonably necessary in order for the Adviser to evaluate this Agreement
and the Subadviser's performance hereunder.
(j) The Subadviser will advise the Adviser, and, if instructed by the Adviser,
the Fund's custodian, on a prompt basis each day by electronic
communication of each confirmed purchase and sale of a Fund security
specifying the name of the issuer, the full description of the security
including its class, and amount or number of shares of the security
purchased or sold, the market price, commission, government charges and
gross or net price, trade date, settlement date, and identity of the
effecting broker or dealer and, if different, the identity of the clearing
broker.
(k) Cooperate generally with the Fund and the Adviser to provide information
in the possession of the Subadviser, or reasonably available to it,
necessary for the preparation of registration statements and periodic
reports to be filed by the Fund or the Adviser with the Securities and
Exchange Commission, including Form N-1A, semi-annual reports on Form N-
SAR, periodic statements, shareholder communications and proxy materials
furnished to holders of shares of the Fund, filings with state "blue
sky" authorities and with United States agencies responsible for tax
matters, and other reports and filings of like nature.
(l) Allow Adviser, its representatives, internal or external auditors and
regulators to visit and audit Subadviser's operations relating to
Subadviser's services under this Agreement at such times and frequencies
as Adviser reasonably requests, at reasonable times and upon reasonable
notice, but at least annually.
3. Expenses Paid by the Subadviser. The Subadviser will pay the cost of
maintaining the staff and personnel necessary for it to perform its
obligations under this Agreement, the expenses of office rent, telephone,
telecommunications and other facilities it is obligated to provide in order to
perform the services specified in Section 2, and any other costs and expenses
incurred by it in connection with the performance of its duties hereunder.
4. Expenses of the Fund Not Paid by the Subadviser. The Subadviser will
not be required to pay any expenses which this Agreement does not expressly
state shall be payable by the Subadviser. In particular, and without limiting
the generality of the foregoing, the Subadviser will not be required to pay
under this Agreement:
(a) the compensation and expenses of Trustees and of independent advisers,
independent contractors, consultants, managers and other agents employed
by the Trust or the Fund other than through the Subadviser;
(b) legal, accounting and auditing fees and expenses of the Trust or the
Fund;
(c) the fees and disbursements of custodians and depositories of the Trust
or the Fund's assets, transfer agents, disbursing agents, plan agents
and registrars;
(d) taxes and governmental fees assessed against the Trust or the Fund's
assets and payable by the Trust or the Fund;
(e) the cost of preparing and mailing dividends, distributions, reports,
notices and proxy materials to shareholders of the Trust or the Fund
except that the Subadviser shall bear the costs of providing the
information referred to in Section 2(k) to the Adviser;
(f) brokers' commissions and underwriting fees; and
(g) the expense of periodic calculations of the net asset value of the
shares of the Fund.
5. Registration as an Adviser. The Subadviser hereby represents and
warrants that it is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and covenants that it
will remain so registered for the duration of this Agreement. Subadviser
shall notify the Adviser immediately in the event that Subadviser ceases to be
registered as an investment adviser under the Adviser's Act.
6. Compensation of the Subadviser. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Subadviser as herein
provided for the Funds, the Adviser will pay the Subadviser an annual fee
equal to 0.40% on the first $50 million of the Funds' average daily net
assets, 0.35% on the next $150 million of the Funds' average daily net assets,
0.30% of such assets in excess thereof. Such fee shall accrue daily and be
paid monthly. The "average daily net assets" of the Fund shall be
determined on the basis set forth in the Fund's Prospectus or, if not
described therein, on such basis as is consistent with the 1940 Act and the
regulations promulgated thereunder. The Subadviser will receive a pro rata
portion of such monthly fee for any periods in which the Subadviser advises
the Fund less than a full month. The Subadviser understands and agrees that
neither the Trust nor the Fund has any liability for the Subadviser's fee
hereunder. Calculations of the Subadviser's fee will be based on average net
asset values as provided by the Adviser or the Trust.
In addition to the foregoing, the Subadviser may from time to time agree in
writing not to impose all or a portion of its fee otherwise payable hereunder
(in advance of the time such fee or portion thereof would otherwise accrue)
and/or undertake to pay or reimburse the Fund for all or a portion of its
expenses not otherwise required to be borne or reimbursed by the Subadviser.
Any such fee reduction or undertaking may be discontinued or modified by the
Subadviser at any time.
7. Other Activities of the Subadviser and Its Affiliates. Nothing herein
contained shall prevent the Subadviser or any of its affiliates or associates
from engaging in any other business or from acting as investment adviser or
investment manager for any other person or entity, whether or not having
investment policies or a portfolio similar to the Fund. It is specifically
understood that officers, Trustees and employees of the Subadviser and those
of its affiliates may engage in providing portfolio management services and
advice to other investment advisory clients of the Subadviser or of its
affiliates.
8. Avoidance of Inconsistent Position. In connection with purchases or sales
of portfolio securities for the account of the Fund, neither the Subadviser nor
any of its Trustees, officers or employees will act as principal or agent or
receive any commission, except in compliance with applicable law and the
relevant procedures of the Fund. The Subadviser shall not knowingly recommend
that the Fund purchase, sell or retain securities of any issuer in which the
Subadviser has a financial interest without obtaining prior approval of the
Adviser prior to the execution of any such transaction.
Nothing herein contained shall limit or restrict the Subadviser or any of its
officers, affiliates or employees from buying, selling or trading in any
securities for its or their own account or accounts. The Trust and Fund
acknowledge that the Subadviser and its officers, affiliates and employees,
and its other clients may at any time have, acquire, increase, decrease or
dispose of positions in investments which are at the same time being acquired
or disposed of by the Fund. The Subadviser shall have no obligation to
acquire with respect to the Fund, a position in any investment which the
Subadviser, its officers, affiliates or employees may acquire for its or their
own accounts or for the account of another client if, in the sole discretion
of the Subadviser, it is not feasible or desirable to acquire a position in
such investment on behalf of the Fund. Nothing herein contained shall prevent
the Subadviser from purchasing or recommending the purchase of a particular
security for one or more funds or clients while other funds or clients may be
selling the same security. The Subadviser expressly acknowledges and agrees,
however, that in any of the above described transactions, and in all cases,
the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the
Fund and it shall require such of its Access Persons as is appropriate to
comply with the requirements of the Subadviser's Code of Ethics.
When a security proposed to be purchased or sold for the Fund is also to be
purchased or sold for other accounts managed by the Subadviser at the same
time, the Subadviser shall make such purchase or sale on a pro-rata, rotating
or other equitable basis so as to avoid any one account being preferred over
any other account. The Subadviser shall disclose to the Adviser and to the
Trustees the method used to allocate purchases and sales among the
Subadviser's investment advisory clients.
9. No Partnership or Joint Venture. The Trust, the Fund, the Adviser and
the Subadviser are not partners of or joint venturers with each other and
nothing herein shall be construed so as to make them such partners or joint
venturers or impose any liability as such on any of them.
10. Limitation of Liability and Indemnification.
(a) In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Subadviser, or reckless disregard of its obligations and
duties hereunder, the Subadviser shall not be subject to any liability to the
Adviser, the Trust, the Fund, any shareholder of the Fund, or to any person,
firm or organization, for any act or omission in the course of or connected
with, rendering services hereunder. Nothing herein, however, shall derogate
from the Subadviser's obligations under federal and state securities laws.
Any person, even though also employed by the Subadviser, who may be or become
an employee of and paid by the Trust or the Fund shall be deemed, when acting
within the scope of his employment by the Trust or the Fund, to be acting in
such employment solely for the Trust or the Fund and not as the Subadviser's
employee or agent. Subadviser will maintain appropriate fidelity bond
insurance coverage in a reasonable amount and shall provide evidence of such
coverage upon request of Adviser.
(b) In the absence of willful misfeasance, bad faith or gross negligence on
the part of Adviser, or reckless disregard of its obligations and duties
hereunder, Adviser shall not be subject to any liability to Subadviser for any
act or omission in the course of or connected with, the Adviser's carrying out
its duties and obligations under this Agreement.
(c) Subadviser and Adviser shall each defend, indemnify and hold harmless
the other party and the other party's affiliates, officers, Trustees,
employees and agents, from and against any claim, loss, liability, damages,
deficiency, penalty, cost or expense (including without limitation reasonable
attorneys' fees and disbursements for external counsel) resulting from the
reckless disregard of the indemnifying party's obligations and duties
hereunder or willful misfeasance, bad faith or gross negligence on the part of
the indemnifying party, its officers, Trustees, employees and agents with
respect to this Agreement or the Fund whether such claim, loss, liability,
damages, deficiency, penalty, cost or expense was incurred or suffered
directly or indirectly.
11. Assignment and Amendment. This Agreement may not be assigned by the
Subadviser, and shall automatically terminate, without the payment of any
penalty, in the event of: (a) its assignment, including any change in control
of the Adviser or the Subadviser which is deemed to be an assignment under the
1940 Act, or (b) the termination of the Investment Advisory Agreement. Trades
that were placed prior to such termination will not be canceled; however, no
new trades will be placed after notice of such termination is received.
Termination of this Agreement shall not relieve the Adviser or the Subadviser
of any liability incurred hereunder.
The terms of this Agreement shall not be changed unless such change is agreed
to in writing by the parties hereto and is approved by the affirmative vote of
a majority of the Trustees of the Trust voting in person, including a majority
of the Trustees who are not interested persons of the Trust, the Adviser or
the Subadviser, at a meeting called for the purpose of voting on such change,
and (to the extent required by the 0000 Xxx) unless also approved at a meeting
by the affirmative vote of the majority of outstanding voting securities of
the Fund.
12. Duration and Termination. This Agreement shall become effective as of
the date first above written and shall remain in full force and effect for a
period of two years from such date, and thereafter for successive periods of
one year (provided such continuance is approved at least annually in
conformity with the requirements of the 0000 Xxx) unless the Agreement is
terminated automatically as set forth in Section 11 hereof or until terminated
as follows:
(a) The Trust or the Adviser may at any time terminate this Agreement,
without payment of any penalty, by not more than 60 days' prior written
notice delivered or mailed by registered mail, postage prepaid, or by
nationally recognized overnight delivery service, receipt requested, to
the Subadviser. Action of the Trust under this subsection may be taken
either by (i) vote of its Trustees, or (ii) the affirmative vote of the
outstanding voting securities of the Fund; or
(b) The Subadviser may at any time terminate this Agreement by not less than
one hundred twenty (120) days' prior written notice delivered or mailed
by registered mail, postage prepaid, or by nationally recognized
overnight delivery service, receipt requested, to the Adviser.
Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.
Fees payable to Subadviser for services rendered under this Agreement will be
prorated to the date of termination of the Agreement.
In the event of termination of this Agreement for any reason, the Subadviser
shall, immediately upon receiving a notice of termination or a receipt
acknowledging delivery of a notice of termination to Adviser, or such later
date as may be specified in such notice, cease all activity on behalf of the
Fund and with respect to any of its assets, except as expressly directed by
the Adviser, and except for the settlement of securities transactions already
entered into for the account of the Fund. In addition, the Subadviser shall
deliver copies of the Fund's Books and Records to the Adviser upon request by
such means and in accordance with such schedule as the Adviser shall
reasonably direct and shall otherwise cooperate, as reasonably directed by the
Adviser, in the transition of Fund investment management to any successor to
the Subadviser, including the Adviser.
13. Shareholder Approval of Agreement. The parties hereto acknowledge and
agree that the obligations of the Trust, the Adviser, and the Subadviser under
this Agreement shall be subject to the following conditions precedent: (a)
this Agreement shall have been approved by the vote of a majority of the
Trustees, who are not interested persons of the Trust, the Adviser or the
Subadviser, at a meeting called for the purpose of voting on such approval,
and (b) this Agreement shall have been approved by the vote of a majority of
the outstanding voting securities of the Fund.
14. Miscellaneous.
(a) The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one
and the same instrument. The obligations of the Trust and the Fund are
not personally binding upon, nor shall resort be had to be private
property of, any of the Trustees, shareholders, officers, employees or
agents of the Trust or the Fund, but only the Fund's property shall be
bound. The Trust or the Fund shall not be liable for the obligations of
any other series of the Trust.
(b) Any information supplied by the Trust or the Adviser to the Subadviser
in connection with the performance of its duties hereunder, or learned
by the Subadviser as a result of its position as Subadviser to the Fund,
which is not otherwise in the public domain, is to be regarded as
confidential and for use only by the Subadviser in connection with the
performance of its duties hereunder. Any information supplied by the
Subadviser, which is not otherwise in the public domain, in connection
with the performance of its duties hereunder is to be regarded as
confidential and for use only by the Adviser, the Fund and/or its
agents, and only in connection with the Fund and its investments. Any
such information in the hands of either party may be disclosed as
necessary to comply with any law, rule, regulation or order of a court
or government authority.
(c) The Subadviser agrees to submit any proposed sales literature (including
advertisements, whether in paper, electronic or Internet medium) for the
Trust, the Fund, the Subadviser or for any of its affiliates which
mentions the Trust, the Fund or the Adviser (other than the use of the
Fund's name on a list of the clients of the Subadviser), to the Adviser
and to the Fund's distributor for review and filing with the appropriate
regulatory authority prior to public release of any such sales
literature; provided, however, that nothing herein shall be construed so
as to create any obligation or duty on the part of the Subadviser to
produce sales literature for the Trust or the Fund. The Trust and the
Adviser agree to submit any proposed sales literature that mentions the
Subadviser to the Subadviser for review prior to use and the Subadviser
agrees to promptly review such materials by a reasonable and appropriate
deadline. The Trust agrees to cause the Adviser and the Trust's
distributor to promptly review all such sales literature for compliance
with relevant requirements, to promptly advise the Subadviser of any
deficiencies contained in such sales literature, and to promptly file
complying sales literature with the relevant authorities.
(d) All notices, consents, waivers and other communications under this
Agreement must be in writing and, other than notices governed by Section
12 above, will be deemed to have been duly given when (i) delivered by
hand (with written confirmation of receipt), (ii) sent by telecopier,
provided that receipt is confirmed by return telecopy and a copy is sent
by overnight mail via a nationally recognized overnight delivery service
(receipt requested); (iii) when received by the addressee, if sent via a
nationally recognized overnight delivery service (receipt requested) or
U.S. mail (postage prepaid), in each case to the appropriate address and
telecopier number set forth below (or to such other address and
telecopier number as a party may designate by notice to the other
parties):
Subadviser: UBS Global Asset Management (Americas), Inc.
00 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx X. Doberman
Facsimile Number: 000-000-0000
Adviser: MTB Investment Advisors, Inc.
000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: President
Trust: MTB Group of Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Secretary
Facsimile Number: (000) 000-0000
(e) For purposes of this Agreement: (i) "affirmative vote of a majority of
the outstanding voting securities of the Fund" means the affirmative
vote, at an annual meeting or a special meeting of the shareholders of
the Fund, duly called and held, (A) of 67% or more of the shares of the
Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of
the Fund entitled to vote at such meeting are present (in person or by
proxy), or (B) of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting, whichever is less; and (ii)
"interested person" and "assignment" shall have the respective
meanings as set forth in the 1940 Act, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission
under said Act.
(f) This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the 1940 Act.
(g) The provisions of this Agreement are independent of and separable from
each other and no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other or
others of them may be deemed invalid or unenforceable in whole or in
part.
(h) Sub-Adviser agrees to maintain the security and confidentiality of
nonpublic personal information (NPI") of Fund customers and consumers,
as those terms are defined in Xxxxxxxxxx X-X, 00 XXX Part 248. Adviser
agrees to use and redisclose such NPI for the limited purposes of
processing and servicing transactions; for specific law enforcement and
miscellaneous purposes; and to service providers or in connection with
joint marketing arrangements directed by the Fund, in each instance in
furtherance of fulfilling Adviser's obligations under this Agreement and
consistent with the exceptions provided in 17 CFR Sections 248.14,
248.15 and 248.13, respectively.
15. Limitations of Liability of Trustees and Shareholders of the Trust. 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 Trust's Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.
MTB GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
MTB INVESTMENT ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
UBS GLOBAL ASSET MANAGEMENT
(AMERICAS), INC.
By: /s/ Xxx X. Doberman
Name: Xxx X. Doberman
Title: Managing Director & General
Counsel
UBS GLOBAL ASSET MANAGEMENT (AMERICAS),
INC.
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Chief Financial Officer
SCHEDULE 1
Custody Agreement between the Trust and the Fund's custodian ("Custodian"),
including information as to:
The Fund's nominee
The federal tax identification numbers of the Fund and its nominee
All routing, bank participant and account numbers and other information
necessary to provide proper instructions for transfer and delivery
of securities to the Fund's account at the Custodian
The name address and telephone and Fax number of the Custodian's
employees responsible for the Fund's accounts
The Fund's pricing service and contact persons
All procedures and guidelines adopted by the Board of Trustees or the Adviser
regarding:
Transactions with affiliated persons
Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm commitments and
standby commitments
Derivative contracts and securities
Rule 10f-3 (relating to affiliated underwriting syndicates)
Rule 17a-7 (relating to interfund transactions)
Rule 17e-1 (relating to transactions with affiliated brokers) and
Release No. IC-22362 (granting exemptions for investments in money
market funds)
Any master agreements that the Trust has entered into on behalf of the Fund,
including:
Master Repurchase Agreement
Master Futures and Options Agreements
Master Foreign Exchange Netting Agreements
Master Swap Agreements
CFTC Rule 4.5 letter
1
