Exhibit (e)(xii) under Form N1-A
Exhibit 10 under Item 601/Reg. S-K
Amendment #5 to Agreement for
Administrative Services and Transfer Agency Services
This Amendment #5 to the Agreement for 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 this 1st day of July, 2004 by and between the
Investment Company and the Company.
WHEREAS, the Company is selling its transfer agency business to Boston
Financial Data Services, Inc. ("BFDS") and will no longer be providing transfer
agency services under the Agreement;
WHEREAS, BFDS has indicated its willingness to provide transfer agency
services to the Investment Company on terms identical to those contained in the
Agreement;
WHEREAS, the Investment Company and BFDS intend to enter into a separate
agreement regarding the provision of transfer agency services by BFDS to the
Investment Company on terms identical to those contained in the Agreement;
WHEREAS, the parties wish to amend the Agreement as indicated herein to
reflect that the Company will no longer being providing transfer agency services
to the Investment Company.
NOW, THEREFORE, in consideration of the mutual promises contained within
the Agreement and the promises contained herein and for other good and
sufficient consideration, the parties, intending to be legally bound, agree as
follows:
1. Effective as of the date hereof, the Company shall no longer provide
the transfer agency services described in the Agreement, including but
not limited to all transfer agency services described in Section Two
of the Agreement. The Company shall have no further obligation with
regard to such services for the period from and after the date hereof
and the Investment Company shall look solely to any agreement it may
have with BFDS regarding such services.
2. If any provision of this Amendment conflicts in whole or in part, with
the terms and conditions of the Agreement, then the provisions of this
Amendment shall control. All other terms and conditions of the
Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Amendment #5 to be
executed as of the date first above written by their duly authorized
representatives.
MTB GROUP OF FUNDS FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer Title: Treasurer
