Exhibit (e)(viii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Amendment to
Agreement for
Administrative Services and Transfer Agency Services
between
MTB Group of Funds
and
Federated Services Company
This Amendment to the Agreement for Fund Accounting Services,
Administrative Services and Transfer Agency Services ("Agreement") between
MTB Group of Funds ("Funds") and Federated Services Company ("Transfer
Agent") is made and entered into as of the 22nd day of September, 2003.
WHEREAS, the Funds have entered into the Agreement, dated November 1,
2000, as amended, with the Transfer Agent;
WHEREAS, the Securities and Exchange Commission and the United States
Treasury Department ("Treasury Department") have adopted a series of rules
and regulations arising out of the USA PATRIOT Act (together with such rules
and regulations, the "Applicable Law"), specifically requiring certain
financial institutions including the Funds, to establish a written anti-money
laundering and customer identification program ("Program");
WHEREAS, in establishing requirements for registered investment
companies, Applicable Law provides that it is permissible for a mutual fund
to contractually delegate the implementation and operation of its Program to
another affiliated or unaffiliated service provider, such as Transfer Agent,
but that any mutual fund delegating responsibility for aspects of its Program
to a third party must obtain written consent from the third party ensuring
the ability of federal examiners to obtain information and records relating
to the Program and to inspect the third party for purposes of the Program; and
WHEREAS, the Funds have established a Program and wish to amend the
Agreement to: (a) reflect the existence of such Program; (b) to delegate
responsibility for performance under the Funds' Program to the Transfer
Agent; and (c) to make such other changes as are required by Applicable Law.
NOW, THEREFORE, the parties intending to be legally bound agree as
follows:
1. The Funds represent and warrant to the other that they have
established, and covenant that during the term of the Agreement they
will maintain, a Program in compliance with Applicable Law.
2. The Funds hereby delegate to the Transfer Agent, the responsibility to
perform or contract for the performance of, for and on behalf of the
Funds, all required activities under the Funds' Program.
3. The Transfer Agent hereby accepts such delegation and represents and
warrants that: (a) it has implemented, and will continue to (i)
monitor the operation of, (ii) assess the effectiveness of, and (iii)
modify, as appropriate or as required by Applicable Law, procedures
necessary to effectuate the Program; (b) it will annually certify, in a
manner acceptable to the Funds under Applicable Law, that it has
implemented the Program and that it will perform or cause to be
performed the customer identification and other activities required by
Applicable Law and the Program; and (c) it will provide such other
information and reports to the Funds' designated Compliance Officer, as
may from time to time be requested, and will provide such Compliance
Officer with notice of any contact by any regulatory authority with
respect to the operation of the Program.
4. The Transfer Agent does hereby covenant that: (a) it will provide to
any federal examiners of the Funds such information and records
relating to Program as may be requested; and (b) it will allow such
examiners to inspect the Transfer Agent for purposes of examining the
Program and its operation to the full extent required by Applicable
Law.
In all other respects, the Agreement first referenced above shall remain in
full force and effect.
WITNESS the due execution hereof this 22nd day of September, 2003.
MTB GROUP OF FUNDS
By:/s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By:/s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
