Exhibit h(ii) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
RECORDKEEPING AGREEMENT
(NON-COMPENSATION)
This Agreement is entered into between _________________________ ("Recordkeeping
Agent") and Federated Shareholder Services Company ("FSSC"), as agent for the
MTB Group of Funds ("Funds"). Unless otherwise defined, Section 16 of this
Agreement sets forth the definitions for capitalized terms used in this
Agreement.
1. RECORDKEEPING SERVICES
(a) Recordkeeping Agent shall provide, or cause to be provided, the
following "Recordkeeping Services" for each Sub-Account (as defined below). All
Recordkeeping Services will be effected in accordance with each Fund's then
current Prospectus:
(i) Sub-Accounting. Recordkeeping Agent will maintain sub-accounts (each a
"Sub-Account" and collectively the "Sub-Accounts") for its customers with
respect to Shares held by Recordkeeping Agent on behalf of its customers through
one or more omnibus or master accounts in each Fund (individually an "Account"
and collectively, the "Accounts"). Recordkeeping Agent will reconcile the
balances and transactions in the Accounts with the Sub-Accounts on each business
day.
(ii) Aggregating and processing purchase and redemption orders.
Recordkeeping Agent will execute for its customers any purchase, redemption or
exchange in the Shares at their net asset value and process the net amount of
such transactions through the Accounts on each business day.
(iii) Providing customer confirmations and Sub-Account statements.
Recordkeeping Agent will prepare and deliver trade confirmations and statements
showing each customer's Share activity in their Sub-Account.
(iv) Processing dividend payments. Upon payment by the Funds of any
dividend to Shareholders, Recordkeeping Agent will process and pay to its
customers their respective share of such dividends.
(v) Forwarding shareholder communications. Recordkeeping Agent will forward
to its customers that are Shareholders all Disclosure Documents that the Funds
are required to deliver to their Shareholders. With respect to any Shares,
Disclosure Documents include the Prospectus (including the SAI if expressly
requested), the Fund's annual or semi-annual reports, proxies for Shareholder
meetings and tax notices. In addition, Recordkeeping Agent will send to any
customer that is a Shareholder a copy of any requested Disclosure Document
within three business days of such request.
(vi) Proxies. Recordkeeping Agent will receive, tabulate, and transmit to
the Funds all proxies executed by its customers and will vote and transmit
proxies for any Shares over which Recordkeeping Agent has discretionary voting
authority.
(vii) Tax Reporting. Recordkeeping Agent shall provide to any customer that
is a Shareholder, and shall file with the Internal Revenue Service, and any
state or local tax authority, all forms, reports, certificates or other
documents required by law with respect to any distributions or transactions
involving Shares held in any Sub-Account. Recordkeeping Agent shall obtain the
taxpayer identification number certification from its customers required under
the Internal Revenue Code and shall withhold and pay to the Internal Revenue
Service or other appropriate authority any backup withholding required from any
of its customers.
(b) FSSC will establish Account(s) in Recordkeeping Agent's name, or such
other name as Recordkeeping Agent shall specify, in each Fund and class of
Shares for which Recordkeeping Agent maintains any Sub-Accounts. FSSC will
provide Recordkeeping Agent with the following for each Account:
(i) the net asset value per Share on each day for which a net asset value
is calculated in accordance with each Fund's Prospectus;
(ii) confirmations of all transactions in each Account on each business
day;
(iii) the amount and ex-date of any dividends declared on Shares held in
the Account and, in the case of income Funds, the daily accrual factor (mil
rate) for the Shares;
(iv) copies of the then-current Disclosure Documents requested by
Recordkeeping Agent to satisfy its obligations under Section 1(a)(v); and
(v) Account level tax information reasonably necessary to permit
Recordkeeping Agent to prepare any tax reports required by Section 1(a)(vii).
(c) With respect to Recordkeeping Services provided under this Agreement,
the parties agree to be bound by the Operational Guidelines. For purposes of
this section with respect to any Shares, a "business day" is any day on which
the Recordkeeping Agent and the Fund issuing such Shares are open for business.
2. RECORDKEEPING FEE
No fees shall be paid for the Recordkeeping Services rendered hereunder.
3. NATURE OF RECORDKEEPING SERVICES
Recordkeeping Agent will not be performing any of the transfer agency
functions set forth in Section 3(a)(25) of the 1934 Act. As such, Recordkeeping
Agent's Sub-Accounts do not constitute the Fund's records and any errors in the
Sub-Account are Recordkeeping Agent's responsibility. FSSC will act only on
instructions given by Recordkeeping Agent and not on instructions of any
customers purporting to have beneficial ownership of any Shares held in the
Account.
4. REPRESENTATIONS
(a) Each party represents and warrants to the other party that:
(i) Status. It is duly organized and validly existing under the laws of the
jurisdiction of its organization or incorporation and, if relevant under such
laws, in good standing.
(ii) Powers. It has the power to execute this Agreement and any other
documentation relating to this Agreement to which it is a party, to deliver this
Agreement and any other documentation relating to this Agreement that it is
required by this Agreement to deliver and to perform its obligations under this
Agreement and has taken all necessary action to authorize such execution,
delivery and performance.
(iii) No Violation or Conflict. Such execution, delivery and performance do
not violate or conflict with any law applicable to it, any provision of its
constitutional documents, any order or judgment of any court or other agency of
government applicable to it or any contractual restriction binding on or
affecting it.
(iv) Obligations Binding. Its obligations under this Agreement constitute
its legal, valid and binding obligations, enforceable in accordance with their
respective terms (subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights generally and subject, as
to enforceability, to equitable principles of general application regardless of
whether enforcement is sought in a proceeding in equity or law).
(v) Compliance with Laws. It will comply with all applicable laws and
orders to which it may be subject if failure to do so would materially impair
its ability to perform its obligations under this Agreement.
(vi) Party Names. Neither party will use the name of the other party in any
manner without the other party's written consent, except as required by any
applicable federal or state law, rule or regulation, and except pursuant to any
mutually agreed upon promotional programs.
(b) Recordkeeping Agent represents and warrants to FSSC that:
(i) Customer Account. Recordkeeping Agent holds all Shares in any Account
on behalf of its customers and not on its own behalf.
(ii) Disclosure. Recordkeeping Agent will not make any representations
concerning any Shares other than those contained in the Disclosure Documents of
the applicable Fund.
(iii) Authorized Instructions. Any purchase orders and redemption and
exchange requests communicated to FSSC for the Account ("Instructions") with
respect to Shares held by the Sub-Accounts, are valid and duly authorized by the
Recordkeeping Agent's customers.
(iv) Internal Controls. Recordkeeping Agent has, and will maintain at all
times during the term of this Agreement, appropriate internal controls for the
segregation of Instructions received prior to the close of trading on the New
York Stock exchange on any business day, from Instructions received after the
close of trading on the New York Stock Exchange on any business day, as and to
the extent required by applicable SEC no-action letters, and/or other applicable
authority.
5. USE OF ELECTRONIC MEANS TO PERFORM CERTAIN DUTIES AND RECEIVE DOCUMENTS
(a) The parties may agree from time to time to set appropriate security
procedures and to perform electronically certain of their obligations under this
Agreement, including without limitation the delivery of Disclosure Documents,
opening Accounts, transmitting Instructions, and delivering and maintaining
shareholder communications.
(b) Where Recordkeeping Agent (i) has obtained the informed consent of the
underlying beneficial owner of a Sub-Account, and (ii) is the record owner of
such Sub-Account, Recordkeeping Agent hereby consents to the electronic
delivery, via FSSC's website ("Website"), of all Disclosure Documents.
Recordkeeping Agent acknowledges that FSSC utilizes portable document format
("PDF") files for Disclosure Documents on the Website and that Recordkeeping
Agent might incur costs in connection with the delivery of Disclosure Documents
(e.g., on-line time). If Recordkeeping Agent does not already have access to the
Adobe Acrobat Reader software necessary to view PDF files of Disclosure
Documents on the Website, Recordkeeping Agent acknowledges that such software
can be obtained for free through the Help tab on the Website. Recordkeeping
Agent further acknowledges that notice of updates to the Disclosure Documents
will be provided by FSSC, as appropriate, on the Account statement that is
regularly provided to Recordkeeping Agent.
(c) Recordkeeping Agent acknowledges and agrees that FSSC (i) offers the
Website solely as a convenience on an "as is" and "as available" basis; subject
to the terms and conditions specified on the Website from time to time (ii) may
discontinue the Website's availability at any time; and (iii) disclaims all
express and implied warranties regarding the Website, including without
limitation any warranty of merchantability, fitness for a particular purpose, or
arising from course of dealing or performance. Recordkeeping Agent further
acknowledges and agrees that in no event will FSSC, any Fund, or any of their
affiliates or employees be liable (in contract, tort, or otherwise) to
Recordkeeping Agent, its registered representatives, or third parties for (i)
Recordkeeping Agent's use or non-use of the Website and any data or information
in connection therewith; (ii) any delay, malfunction, or lack of security
associated with, or caused by, the Website; or (iii) acts or omissions of third
parties, including without limitation any entity which has licensed software or
systems to FSSC or any of its affiliates in connection with the Website. Except
as strictly necessary pursuant to this Agreement, Recordkeeping Agent will not
make or permit any disclosure or use of the Website or any related documentation
or information without FSSC's prior written consent. Recordkeeping Agent agrees
to provide such security necessary to prevent any unauthorized use of the
Website. The provisions of this paragraph will survive the termination of this
Agreement.
(d) As a condition to using the Website, Recordkeeping Agent will complete
and regularly update, or cause to be updated, all such applications,
authorizations, and other documents that may be required from time to time by
FSSC and any entity that has licensed software or systems to FSSC in connection
with the Website. In addition, Recordkeeping Agent will immediately notify FSSC
if any password issued to Recordkeeping Agent in connection herewith is or may
be jeopardized.
(e) Recordkeeping Agent agrees to provide such security as is necessary to
prevent any unauthorized use of the Funds' recordkeeping system, accessed via
any computer hardware or software provided to Recordkeeping Agent by FSSC.
Recordkeeping Agent represents and warrants that it has examined and tested the
internal systems that it has developed to support the services outlined in this
Agreement and, as of the date of this Agreement, has no knowledge of any
situation or circumstance that will inhibit the system's ability to perform the
expected functions or inhibit Recordkeeping Agent's ability to provide the
expected services.
6. MAINTENANCE OF RECORDS
(a) Recordkeeping Agent will maintain and preserve all records as required
by law to be maintained and preserved in connection with providing Recordkeeping
Services. Upon the request of FSSC, Recordkeeping Agent will provide copies of
all records relating to the Funds as may reasonably be requested to enable the
Funds or their representatives to (i) respond to the directors/trustees requests
for information; (ii) monitor and review the services provided under this
agreement; or (iii) comply with any request of a governmental body or
self-regulatory organization. Recordkeeping Agent will provide FSSC with access
to the books and records in its possession relating to the Sub-Accounts upon
reasonable notice during Recordkeeping Agent's normal business hours.
(b) If, based on a review of these records or other information, FSSC in
its reasonable judgment has any concerns regarding the adequacy of Recordkeeping
Agent's controls or financial viability, FSSC may request and Recordkeeping
Agent will provide, copies of (i) a report completed by independent public
accountants in conformance with Statement on Auditing Standards # 70, if
applicable; (ii) the Annual Study and Evaluation of Internal Accounting Control
required under Section 17Ad-13 of the Exchange Act, if applicable; (iii)
Recordkeeping Agent's audited financial statements; and (iv) certificates of
insurance for any policies applicable to Recordkeeping Services, including
without limitation errors and omissions or fidelity bonds.
7. INDEMNIFICATION
(a) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of FSSC and
the Funds and their respective officers, directors, or employees (each a "Fund
Indemnified Party"), Recordkeeping Agent agrees to indemnify each Fund
Indemnified Party against any and all claims, demands, liabilities (including
the amount of any resulting dilution in a Fund's net asset value) and reasonable
expenses (including attorneys' fees) which any Fund Indemnified Party may incur
arising from, related to, or otherwise connected with: (i) any breach by
Recordkeeping Agent of any provision of this Agreement; or (ii) any action by
Recordkeeping Agent's Sub-Account customers relating to the actual or alleged
performance or non-performance of the Recordkeeping Services under this
Agreement. In no event shall Recordkeeping Agent be liable to FSSC for special,
indirect or consequential damages, or lost profits or loss of business, arising
under or in connection with any event described in (i) or (ii) above.
(b) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of
Recordkeeping Agent and its officers, directors, or employees (each a
"Recordkeeping Agent Indemnified Party"), FSSC agrees to indemnify each
Recordkeeping Agent Indemnified Party against any and all claims, demands,
liabilities and reasonable expenses (including attorneys' fees) which any
Recordkeeping Agent Indemnified Party may incur arising from, related to, or
otherwise connected with, any breach by FSSC of any provision of this Agreement.
In no event shall FSSC be liable to Recordkeeping Agent for special, indirect or
consequential damages, or lost profits or loss of business, arising under or in
connection with any such breach.
(c) The parties' agreement in this Paragraph to indemnify each other is
conditioned upon the party entitled to indemnification ("Claimant") giving
notice to the party required to provide indemnification ("Indemnifier") promptly
after the summons or other first legal process for any claim as to which
indemnity may be sought is served on the Claimant. The Claimant will permit the
Indemnifier to assume the defense of any such claim or any litigation resulting
from it, provided that Indemnifier's counsel that is conducting the defense of
such claim or litigation will be approved by the Claimant (which approval will
not unreasonably be withheld), and that the Claimant may participate in such
defense at its expense. The failure of the Claimant to give notice as provided
in this subparagraph (c) will not relieve the Indemnifier from any liability
other than its indemnity obligation under this Paragraph. No Indemnifier, in the
defense of any such claim or litigation, will, without the consent of the
Claimant, consent to entry of any judgment or enter into any settlement that
does not include as an unconditional term the giving by the alleging party or
plaintiff to the Claimant of a release from all liability in respect to such
claim or litigation.
(d) The provisions of this Section will survive the termination of this
Agreement.
8. PRIVACY POLICY
(a) Each party acknowledges that, in connection with the Recordkeeping
Services to be provided hereunder, each may come into possession of non-public
personal information regarding customers of the other ("Customer NPI").
(b) Each party hereby covenants that any Customer NPI which a party
receives from the other will be subject to the following limitations and
restrictions:
(i) Each party may redisclose Customer NPI to its own affiliates, who will
be limited by the same disclosure and use restrictions that are imposed on the
parties under this Agreement; and
(ii) Each party may redisclose and use Customer NPI only as necessary in
the ordinary course of business to provide the services identified in the
Agreement except as permitted under Regulation S-P and as required by any
applicable federal or state law.
(c) Each party represents and warrants that it has implemented, and will
continue to carry out for the term of the Agreement, policies and procedures
reasonably designed to:
(i) Insure the security and confidentiality of records and Customer NPI,
(ii) Protect against any anticipated threats or hazards to the security or
integrity of customer records and Customer NPI, and
(iii) Protect against unauthorized access or use of such customer records
or Customer NPI that could result in substantial harm or inconvenience to any
customer.
(d) The provisions of this Section shall survive the termination of the
Agreement.
9. NOTICES
(a) Except as otherwise specifically provided in this Agreement, all
notices required or permitted to be given pursuant to this Agreement will be
given in writing and delivered by personal delivery or by postage prepaid,
registered or certified United States first class mail, return receipt
requested, overnight courier services, or by fax or e-mail (with a confirming
copy by mail).
(b) Unless otherwise notified in writing, all notices to FSSC will be given
or sent to:
Federated Shareholder Services Company
Federated Investors Tower
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: President
With a copy to the attention of: General Counsel, at the address above.
(c) Unless otherwise notified in writing, all notices to Recordkeeping
Agent will be given or sent to it at its address shown on the signature page.
10. ASSIGNMENTS AND NO THIRD-PARTY RIGHTS
(a) This Agreement may not be assigned or subcontracted by either party,
without the prior written consent of the other party, except that (i) either
party may assign or subcontract this Agreement to an affiliate having the same
ultimate ownership as the assigning or subcontracting party and (ii) FSSC may,
on behalf of the Funds, instruct the Funds' transfer agent to discharge some or
all of its obligations hereunder, in either case without such consent. Subject
to the preceding, this Agreement will apply to, be binding in all respects upon,
and inure to the benefit of permitted assigns and subcontractors of the parties.
In no event shall FSSC or the Funds be obligated to make any payment under this
Agreement to the Recordkeeping Agent or any other person.
(b) Nothing expressed or referred to in this Agreement will be construed to
give anyone other than the parties to this Agreement any legal or equitable
right, remedy or claim under or with respect to this Agreement or any provision
of this Agreement. This Agreement and all of its provisions and conditions are
for the sole and exclusive benefit of the parties to this Agreement and their
permitted assigns and subcontractors.
11. NON-EXCLUSIVITY
FSSC acknowledges and agrees that Recordkeeping Agent may enter into
agreements similar to this Agreement with other mutual funds and transfer
agents. Recordkeeping Agent acknowledges and agrees that FSSC and the Funds may
enter into agreements similar to this Agreement with other financial
Recordkeeping Agents, securities brokers and dealers, recordkeepers and other
organizations providing Recordkeeping Services to their customers.
12. FORCE MAJEURE
If either Party is unable to carry out any of its obligations under this
Agreement because of conditions beyond its reasonable control, including, but
not limited to, acts of war or terrorism, work stoppages, fire, civil
disobedience, delays associated with hardware malfunction or availability,
riots, rebellions, storms, electrical failures, acts of God, and similar
occurrences ("Force Majeure"), this Agreement will remain in effect and the
non-performing party's obligations shall be suspended without liability for a
period equal to the period of the continuing Force Majeure (which such period
shall not exceed fifteen (15) business days), provided that:
(i) the non-performing party gives the other party prompt notice describing
the Force Majeure, including the nature of the occurrence and its expected
duration and, where reasonably practicable, continues to furnish regular reports
with respect thereto during the period of Force Majeure;
(ii) the suspension of obligations is of no greater scope and of no longer
duration than is required by the Force Majeure;
(iii) no obligations of either party that accrued before the Force Majeure
are excused as a result of the Force Majeure;
(iv) the non-performing Party uses all reasonable efforts to remedy its
inability to perform as quickly as possible.
13. AMENDMENT
This Agreement may be amended, only by a writing signed by both parties.
14. TERMINATION
(a) This Agreement may be terminated as follows:
(i) upon a material breach by either party immediately after notice
thereof; and
(ii) by either party without cause by giving the other party at least
thirty (30) days' written notice of its intention to terminate.
(b) The termination of this Agreement with respect to any one class of
Shares or Fund will not cause the Agreement's termination with respect to any
other Fund.
15. MISCELLANEOUS
(a) This Agreement will become effective as of the date executed by FSSC.
(b) This Agreement supersedes any prior agreements between the parties with
respect to its subject matter and constitutes (along with its Exhibits) a
complete and exclusive statement of the terms of the agreement between the
parties with respect to its subject matter.
(c) This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the same
instrument.
(d) If any provision of this Agreement is held invalid or unenforceable,
the other provisions of this Agreement will remain in full force and effect. Any
provision of this Agreement held invalid or unenforceable only in part or degree
will remain in full force and effect to the extent not held invalid or
unenforceable.
(e) This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania, without regard to conflicts of laws principles thereof.
16. DEFINITIONS OF TERMS
(a) "1934 Act" means the Securities Exchange Act of 1934, and "1940 Act"
means the Investment Company Act of 1940, in each case as amended and in effect
at the relevant time.
(b) "Fund" means each individual portfolio of MTB Group of Funds set forth
on Schedule 1 to this Agreement from time to time. "Funds" mean the MTB Group of
Funds collectively.
(c) "Operational Guidelines" means those procedures established between
FSSC and Recordkeeping Agent as appended hereto as Exhibit A.
(d) "Prospectus" means, with respect to any Shares the most recent
Prospectus and Statement of Additional Information and any supplement thereto,
pursuant to which a Fund publicly offers the Shares; provided, however, that
this definition shall not be construed to require FSSC, Recordkeeping Agent or
any Fund to deliver any Statement of Additional Information other than at the
express request of Recordkeeping Agent's customer.
(e) "SEC" means the Securities and Exchange Commission.
(f) "Shares" means (1) shares of beneficial interest in a Fund organized as
a business trust; and (2) shares of capital stock in a Fund organized as a
corporation. With respect to a Fund that has established separate classes of
Shares in accordance with Rule 18f-3 under the 1940 Act, Shares refers to the
relevant class. "Shareholder" means the beneficial owner of any Share.
IN WITNESS WHEREOF, this Agreement has been executed as of the date set
forth below by a duly authorized officer of each party.
FEDERATED SHAREHOLDER SERVICES COMPANY
By:
---------------------------------
Name:
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Title:
------------------------------
Date:
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RECORDKEEPING AGENT
{FIRM NAME}
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Date:
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Address:
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City State Zip Code
EXHIBIT A
Exhibit A to Recordkeeping Agreement
OPERATIONAL GUIDELINES
EXHIBIT A
2
Exhibit A to Recordkeeping Agreement
(a) Recordkeeping Agent will, on behalf of FSSC, receive instructions from
the Sub-Accounts for acceptance prior to the applicable cut-off time for a Fund
as set forth in such Fund's then current Prospectus ("Close of Trading") on each
business day that the New York Stock Exchange, the Recordkeeping Agent and the
Fund issuing such Shares are open for business ("Business Day"). Recordkeeping
Agent will, upon its acceptance of any such instructions, communicate such
acceptance to the Sub-Accounts.
(b) Recordkeeping Agent or its designee will communicate to FSSC, by means
of electronic transmission or other mutually acceptable means, a report of the
trading activity of each Account in any of the Funds for the most recent
Business Day in accordance with each Fund's prospectus. However, if
Recordkeeping Agent will be communicating such information after the Close of
Trading, then the Recordkeeping Agent will be considered the Fund's agent for
purposes of Rule 22c-1 of the Investment Company Act of 1940, as amended, and
the procedures outlined in the National Securities Clearing Corporation's (the
"NSCC") Rules and Procedures, as the same may be amended from time to time,
shall apply. In the event of the unavailability of the NSCC at any time, the
following procedures will apply:
(i) FSSC shall use its best efforts to provide information listed in
Section 1(b) of the Agreement to Recordkeeping Agent by means of electronic
transmission or other mutually acceptable means by 7:00 p.m. Eastern Time on
each Business Day.
(ii) Recordkeeping Agent or its designee will communicate to FSSC, by means
of electronic transmission or other mutually acceptable means, a report of the
trading activity of each Account in any of the Funds for the most recent
Business Day ("Trade Date") by 9:00 a.m. Eastern Time on the Business Day
following the Trade Date ("Settlement Date"). The number of shares to be
purchased or redeemed for a Sub-Account will be determined based upon the net
asset value at the Close of Trading on the Trade Date, provided that, if FSSC
receives the trading information called for by this sub-paragraph after 9:00
a.m. Eastern Time on a Settlement Date, FSSC will use its best efforts to enter
an Account's purchase or redemption order at the net asset value at the Close of
Trading on the Trade Date, but if FSSC is unable to do so, the transaction will
be entered at the net asset value next determined after FSSC receives the
trading information.
(iii) In the event there is a net purchase for an Account in any Fund,
Recordkeeping Agent or its designee will exercise its best efforts to direct
wire payment in the dollar amount of the net purchase to be received by FSSC by
the close of the Federal Reserve Wire Transfer System on the Settlement Date. If
the wire is not received by FSSC by such time, and such delay was not caused by
the negligence or willful misconduct of FSSC, FSSC shall be entitled to receive
from Recordkeeping Agent the dollar amount of any overdraft plus any associated
bank charges incurred.
(iv) In the event there is a net redemption by an Account in any Fund, FSSC
will wire the redemption proceeds to the Account's custodial account, or to the
designated depository for an Account, specified by Recordkeeping Agent or its
designee. If FSSC receives the redemption information by 9:00 a.m. Eastern Time
on the Settlement Date, the redemption proceeds will be wired so as to be
received on the Settlement Date. If FSSC receives the redemption information
after that time, FSSC will use its best efforts to wire the redemption proceeds
so that they are received by the Close of Trading on the Settlement Date, but if
FSSC is unable to do so, the redemption proceeds will be wired so as to be
received by the Close of Trading on the Business Day following the Settlement
Date. If the wire is not received by the time specified in this sub-paragraph,
and such delay was not caused by the negligence or willful misconduct of
Recordkeeping Agent or its designee, Recordkeeping Agent or Recordkeeping
Agent's designee shall be entitled to receive from FSSC the dollar amount of any
overdraft plus any associated bank charges incurred; provided, however, that if
the delay was due to factors beyond the control of FSSC and its subsidiaries,
FSSC will not be liable for any overdraft or any associated bank charges
incurred.
(v) If the dollar amount of the redemption proceeds wired by FSSC exceeds
the amount that should have been transmitted, Recordkeeping Agent will use its
best efforts to have such excess amount returned to FSSC as soon as possible.
(vi) All wire payments referenced in this Agreement shall be transmitted
via the Federal Reserve Wire Transfer System. Notwithstanding any other
provision of this Agreement, in the event that the Federal Reserve Wire Transfer
System is closed on any Business Day, the duties of FSSC, Recordkeeping Agent,
and their designees under this Agreement shall be suspended, and shall resume on
the next Business Day that the Federal Reserve Wire Transfer System is open as
if such period of suspension had not occurred.
(c) In the event a Fund is required (under the then prevailing pricing
error guidelines of the Fund) to recalculate purchases and redemptions on any
business day of Shares held in an Account due to an error in calculating the net
asset value of such class of Shares (a "Pricing Error"):
(i) FSSC shall promptly notify Recordkeeping Agent in writing of the
Pricing Error, which written notice shall identify the class of Shares, the
business day(s) on which the Pricing Error(s) occurred and the corrected net
asset value of the Shares on each business day.
(ii) Upon such notification, Recordkeeping Agent shall promptly determine,
for all Sub-Accounts which purchased or redeemed Shares on each business day on
which a Pricing Error occurred, the correct number of Shares purchased or
redeemed using the corrected price and the amount of transaction proceeds
actually paid or received. Following such determination, the Recordkeeping Agent
shall adjust the number of Shares held in each Sub-Account to the extent
necessary to reflect the correct number of Shares purchased or redeemed for the
Sub-Account. Following such determination, Recordkeeping Agent shall notify FSSC
of the net changes in transactions for the relevant Account and FSSC shall
adjust the Account accordingly.
(iii) If, after taking into account the adjustments required by
subparagraph (c)(ii), Recordkeeping Agent determines that some Sub-Account
customers were still entitled to additional redemption proceeds (a "Redemption
Shortfall"), it shall notify FSSC of the aggregate amount of the Redemption
Shortfalls and provide supporting documentation for such amount. Upon receipt of
such documentation, FSSC will cause the relevant Fund to remit to Recordkeeping
Agent additional redemption proceeds in the amount of such Redemption Shortfalls
and Recordkeeping Agent will apply such funds to payment of the Redemption
Shortfalls.
(iv) If, after taking into account the adjustments required by subparagraph
(c)(ii), Recordkeeping Agent determines that a Sub-Account customer still
received excess redemption proceeds (a "Redemption Overage"), Recordkeeping
Agent shall use its best efforts to collect the balance of such Redemption
Overage from such Sub-Account customer. In no event, however, shall
Recordkeeping Agent be liable to FSSC or any Fund for any Redemption Overage.
Nothing in this subparagraph (c) shall be deemed to limit the right of any Fund
to recover any Redemption Overage directly or to be indemnified by any party for
losses arising from a Pricing Error.
(a)
EXHIBIT A
4
SCHEDULE 1
Schedule 1 to Recordkeeping Agreement
MTB Group of Funds:
MTB Balanced Fund
MTB Equity Income Fund
MTB Equity Index Fund
MTB Income Fund
MTB International Equity Fund
MTB Intermediate-Term Bond Fund
MTB Large Cap Growth Fund
MTB Large Cap Growth Fund II
MTB Large Cap Stock Fund
MTB Large Cap Value Fund
MTB Large Cap Value Fund II
MTB Managed Allocation - Aggressive Growth
MTB Managed Allocation - Conservative Growth
MTB Managed Allocation - Moderate Growth
MTB Managed Allocation - Moderate Growth II
MTB Maryland Municipal Bond Fund
MTB Mid Cap Growth Fund
MTB Mid Cap Stock Fund
MTB Money Market Fund
MTB Multi Cap Growth Fund
MTB NY Municipal Bond Fund
MTB NY Tax Free Money Market Fund
MTB Pennsylvania Muni Bond Fund
MTB Pennsylvania Tax Free Money Market Fund
MTB Prime Money Market Fund
MTB Short Duration Government Bond Fund
MTB Short-Term Corporate Bond Fund
MTB Small Cap Growth Fund
MTB Small Cap Stock Fund
MTB Social Balanced Fund
MTB Tax Free Money Market Fund
MTB US Government Bond Fund
MTB US Government Money Market Fund
MTB US Treasury Money Market Fund
