Exhibit (h)(xviv) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
Amendment #10 to Agreement
for Administrative Services [and Transfer Agency Service]
This Amendment #10 to the Administrative Services [and Transfer Agency
Services], dated November 1, 2000 (as amended, the "Agreement") by and between
MTB Group of Funds (the "Investment Company") and Federated Services Company
(the "Company") is made and entered into as of the 1st day of October, 2005, by
and between the Investment Company and the Company.
WHEREAS, Investment Company entered into an Agreement for Administrative
Services and Transfer Agency Services with Federated on November 1, 2000; and
WHEREAS, Investment Company and Federated have agreed to amend the
Agreement, in certain respects;
NOW, THEREFORE, the parties intending to be legally bound agree as
follows:
I. Article 6. Compensation is hereby deleted in its entirety and replaced with
the following:
"Article 6. Compensation.
For the Administrative Services provided, the Investment Company hereby
agrees to pay and Federated hereby accepts as full compensation for its
services rendered hereunder an administrative fee at an annual rate of the
average daily net assets of the Funds, as set forth below.
Max. Admin. Average Daily Net Assets
Fee of the Funds
.04% on first $2 billion
.03% on the next $2 billion ($2-4 billion)
.02% on the next $3 billion ($4-7 billion)
.0125% on the next $3 billion ($7-10 billion)
.010% on assets in excess of $10 billion
(Average Daily Net Asset break points are on a complex-wide basis)
The compensation and out-of-pocket expenses attributable to the Funds
shall be accrued daily by the Funds and paid to Federated no less
frequently than monthly, and shall be paid daily upon request of
Federated. Federated will maintain detailed information about the
compensation and out-of-pocket expenses by the Funds."
II. The first paragraph of Article 17. Term and Termination of Agreement is
hereby deleted in its entirety and replaced with the following:
"This Agreement shall be effective from the date signed above and shall
continue through September 30, 2007 ("Initial Term"). Thereafter, the
Agreement will continue for consecutive 12-month terms (a "Renewal Term")
unless one party receives written notice of termination from the other
party no less than 120 days prior to the expiration of the Initial Term or
a Renewal Term. The termination date for all original or after-added Funds
that are, or become, a party to this Agreement shall be coterminous."
WITNESS the due execution hereof this 1st day of October, 2005.
MTB GROUP OF FUNDS
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
