Exhibit (h)(xvi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDED AND RESTATED
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of August 22, 2003 by and between MTB GROUP OF FUNDS
(formerly, VISION GROUP OF FUNDS) (the "Trust") and State Street Bank and Trust
Company ("State Street").
WHEREAS, the Trust is registered as an open-end, management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust desires to retain State Street as financial administrator
(the "Financial Administrator") to furnish certain financial administrative
services on behalf of certain portfolios of the Trust (the "Portfolios");
WHEREAS, the Trust desires to retain State Street as accounting agent (the
"Accounting Agent") to perform certain accounting and recordkeeping services on
behalf of the Portfolios; and
WHEREAS, State Street is willing to perform such services on the terms provided
herein.
NOW, THEREFORE, the parties agree as follows:
I. APPOINTMENT
A. Of State Street as the Financial Administrator
The Trust hereby appoints State Street to act as Financial Administrator with
respect to the Trust for purposes of providing certain financial administrative
services for the period and on the terms set forth in this Agreement. State
Street accepts such appointment and agrees to render the financial
administrative services stated herein.
The Trust will initially consist of the Portfolios identified on Exhibit A
hereto. In the event that the Trust establishes one or more additional
Portfolios with respect to which it wishes to retain the Financial Administrator
to act as financial administrator hereunder, the Trust shall notify the
Financial Administrator in writing. Upon such notification, such Portfolio shall
become subject to the provisions of this Agreement to the same extent as the
existing Portfolios, except to the extent that such provisions (including those
relating to compensation and expenses payable by the Trust and its Portfolios)
may be modified with respect to each additional Portfolio in writing by the
Trust and the Financial Administrator at the time of the addition of the
Portfolio.
B. Of State Street as the Accounting Agent
The Trust hereby appoints State Street to act as Accounting Agent with respect
to certain Portfolios for purposes of providing certain accounting and
recordkeeping services for the period and on the terms set forth in this
Agreement. State Street accepts such appointment and agrees to render the
accounting and recordkeeping services stated herein.
The Trust will initially consist of the Portfolios identified on Exhibit A. In
the event that the Trust establishes one or more additional Portfolios with
respect to which it wishes to retain the Accounting Agent to act as accounting
agent hereunder, the Trust shall notify the Accounting Agent in writing. Upon
such notification, such Portfolio shall become subject to the provisions of this
Agreement to the same extent as the existing Portfolios, except to the extent
that such provisions (including those relating to compensation and expenses
payable by the Trust and its Portfolios) may be modified with respect to each
additional Portfolio in writing by the Trust and the Accounting Agent at the
time of the addition of the Portfolio.
II. REPRESENTATIONS and WARRANTIES
A. By State Street. State Street represents and warrants that:
1. It is a Massachusetts trust company, duly organized and existing
under the laws of The Commonwealth of Massachusetts;
2. It has the corporate power and authority to carry on its business
in The Commonwealth of Massachusetts;
3. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
4. No legal or administrative proceedings have been instituted or
threatened which would impair State Street's ability to perform
its duties and obligations under this Agreement; and
5. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of State Street or any law or regulation applicable to
it.
b. By the Trust. The Trust represents and warrants that:
1. It is a statutory trust, duly organized, existing and in good
standing under the laws of the State of Delaware;
2. It has the power and authority under applicable laws and by its
Agreement and Declaration of Trust to enter into and perform this
Agreement;
3. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
4. With respect to each Portfolio, it is an investment company
properly registered under the 1940 Act;
5. A registration statement under the Securities Act of 1933, as
amended (the "1933 Act") and the 1940 Act has been filed and will
be effective and remain effective during the term of this
Agreement. The Trust also warrants that as of the effective date
of this Agreement, all necessary filings under the securities
laws of the states in which the Trust offers or sells its shares
have been made;
6. No legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform its
duties and obligations under this Agreement;
7. Its entrance into this Agreement will not cause a material breach
or be in material conflict with any other agreement or obligation
of the Trust or any law or regulation applicable to it; and
8. As of the close of business on the date of this Agreement, the
Trust is authorized to issue shares of beneficial interest.
III. DUTIES of STATE STREET
a. As the Financial Administrator. The Financial Administrator shall
provide the following services, in each case, subject to the control,
supervision and direction of the Trust and the review and comment by
the Trust's auditors and legal counsel and in accordance with
procedures which may be established from time to time between the
Trust and the Financial Administrator:
1. Oversee the determination and publication of the Trust's net
asset value ("NAV") in accordance with the Trust's policy as
adopted from time to time by the Board of Trustees of the Trust
(the "Board");
2. Oversee the maintenance by State Street, as custodian, of certain
books and records of the Trust as required under Rule 31a-1(b)
under the 1940 Act;
3. Compile and deliver to the Trust fund performance statistics,
including yields and total returns;
4. Prepare and submit for approval by officers of the Trust a fund
expense budget, review expense calculations and arrange for
payment of the Trust's expenses;
5. Prepare for review and approval by officers of the Trust
financial information for the Trust's semi-annual reports, proxy
statements and other communications required or otherwise to be
sent to shareholders;
6. Prepare for review by an officer of and legal counsel for the
Trust the Trust's periodic financial reports required to be filed
with the Securities and Exchange Commission ("SEC") on Form N-SAR
and financial information required by Form N-1A and Form 24F-2
and such other reports, forms or filings as may be mutually
agreed upon;
7. Prepare reports relating to the business and affairs of the Trust
as may be mutually agreed upon and not otherwise prepared by the
Trust's investment adviser, custodian, legal counsel or
independent accountants;
8. Make such reports and recommendations to the Trust concerning the
performance of the independent accountants as the Trust may
reasonably request;
9. Make such reports and recommendations to the Trust concerning the
performance and fees of the Trust's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Trust may
reasonably request or deems appropriate;
10. Oversee and review calculations of fees paid to the Trust's
investment adviser, custodian, fund administrator and Transfer
Agent;
11. Consult with the Trust's officers, independent accountants, legal
counsel, custodian, fund administrator and Transfer Agent in
establishing the accounting policies of the Trust;
12. Respond to, or refer to the Trust's officers or Transfer Agent,
shareholder inquiries relating to the Trust;
13. Prepare fund income forecasts and submit for approval by officers
of the Trust recommendations for fund income dividend
distributions;
14. Review and provide assistance on shareholder communications;
15. File annual and semi-annual Form N-SAR with the appropriate
regulatory agencies;
16. Review text of "President's letters" to shareholders and
"Management's Discussion of Trust Performance" (which shall also
be subject to review by the Trust's legal counsel);
17. Provide periodic testing of the Portfolios to assist the Trust's
investment adviser in complying with Internal Revenue Code
mandatory qualification requirements, the requirements of the
1940 Act and Trust prospectus limitations as may be mutually
agreed upon; and
18. Maintain continuing awareness of significant emerging regulatory
and legislative developments which may affect the Trust, and
provide related planning assistance where requested or
appropriate.
The Financial Administrator shall provide the office facilities and the
personnel required by it to perform the services contemplated herein.
B. As the Accounting Agent.
1. Books of Account. The Accounting Agent shall maintain the books
of account of the Trust and shall perform the following duties in
the manner prescribed by the Trust's currently effective
prospectus, statement of additional information or other
governing document, certified copies of which have been supplied
to the Accounting Agent (a "Governing Document"):
a. Value the assets of the Trust using: primarily, market
quotations including the use of matrix pricing supplied by
the independent pricing services selected by the Accounting
Agent in consultation with the Trust's investment adviser
(the "Adviser") and approved by the Board; secondarily, for
securities for which no market price is available, the
Pricing Committee of the Board (the "Committee") will
determine a fair value in good faith. Consistent with Rule
2a-4 under the 1940 Act, estimates may be used where
necessary or appropriate; or thirdly, such other procedures
as may be adopted by the Board. The Accounting Agent is not
the guarantor of the securities prices received from such
pricing agents and the Accounting Agent is not liable to the
Trust for potential errors in valuing a Portfolio's assets
or calculating the NAV per share of such Portfolio or class
when the calculations are based upon such prices;
b. Determine the NAV per share of each Portfolio and/or class,
at the time and in the manner from time to time determined
by the Board and as set forth in the prospectus of the
Trust;
c. Calculate the net income of each of the Portfolios, if any;
d. Calculate realized capital gains or losses of each of the
Portfolios resulting from sale or disposition of assets, if
any;
e. Maintain the general ledger and other accounts, books and
financial records of the Trust, including for each
Portfolio, and/or class, as required under Section 31(a) of
the 1940 Act and the rules thereunder in connection with the
services provided by State Street;
f. At the request of the Trust, prepare various reports or
other financial documents in accordance with generally
accepted accounting principles as required by federal, state
and other applicable laws and regulations; and
g. Such other similar services as may be reasonably requested
by the Trust.
The Trust shall provide timely prior notice to the Accounting Agent of any
modification in the manner in which such calculations are to be performed as
prescribed in any revision to the Trust's Governing Document. The Accounting
Agent shall not be responsible for any revisions to calculations unless such
revisions are communicated in writing to the Accounting Agent.
2. Records. The Accounting Agent shall create and maintain all
records relating to its activities and obligations under this
Agreement in such a manner as will meet the obligations of the
Trust under the 1940 Act, specifically Section 31 thereof and
Rules 31a-1 and 31a-2 thereunder. All such records shall be the
property of the Trust and shall at all times during the regular
business hours of the Accounting Agent be open for inspection by
duly authorized officers, employees or agents of the Trust and
employees and agents of the SEC. Subject to Section XVI below,
the Accounting Agent shall preserve for the period required by
law the records required to be maintained thereunder.
IV. DUTIES of the TRUST
A. Delivery of Documents. The Trust will promptly deliver to the Financial
Administrator copies of each of the following documents and all future
amendments and supplements, if any:
1. The Trust's Agreement and Declaration of Trust;
2. The Trust's currently effective registration statement under the
1933 Act"" and the 1940 Act and the Trust's prospectus(es) and
statement(s) of additional information (collectively, the
"Prospectus") relating to all Portfolios and all amendments and
supplements thereto as in effect from time to time;
3. Certified copies of resolutions of the Board authorizing (a) the
Trust to enter into this Agreement and (b) certain individuals on
behalf of the Trust to (i) give instructions to the Financial
Administrator pursuant to this Agreement and (ii) sign checks and
pay expenses;
4. The investment advisory agreement between the Trust and its
Adviser; and
5. Such other certificates, documents or opinions which the
Financial Administrator may, in its reasonable discretion, deem
necessary or appropriate in the proper performance of its duties.
The Trust shall provide, or shall cause a third party to provide, timely notice
to the Accounting Agent of all data reasonably required as a condition to the
Accounting Agent's performance described in Section III.B hereunder.
State Street is authorized and instructed to rely upon any and all information
it receives from the Trust or any third party. State Street shall have no
responsibility to review, confirm or otherwise assume any duty with respect to
the accuracy or completeness of any data supplied to it by or on behalf of the
Trust.
If so directed to calculate the Trust's NAV, State Street shall value the
Trust's securities and other assets utilizing prices obtained from sources
designated by the Trust, or the Trust's duly-authorized agent, on a Price Source
Authorization substantially in the form attached hereto or otherwise designated
by means of Proper Instructions (as such term is defined herein) (collectively,
the "Authorized Price Sources"). State Street shall not be responsible for any
revisions to the methods of calculation adopted by the Trust unless and until
such revisions are communicated in writing to the custodian.
B. Proper Instructions. The Trust shall communicate to State Street by
means of Proper Instructions. Proper Instructions shall mean (i) a writing
signed or initialed by one or more persons as the Board shall have from time to
time authorized or (ii) communication effected directly between the Trust or its
third-party agent and State Street by electro-mechanical or electronic devices,
provided that the Trust and State Street have approved such procedures. State
Street may rely upon any Proper Instruction believed by it to be genuine and to
have been properly issued by or on behalf of the Trust. Oral instructions shall
be considered Proper Instructions if State Street reasonably believes them to
have been given by a person authorized to give such instructions. The Trust
shall cause all oral instructions to be confirmed in accordance with clauses (i)
or (ii) above, as appropriate. The Trust shall give timely Proper Instructions
to State Street in regard to matters affecting accounting practices and State
Street's performance pursuant to this Agreement.
V. COMPLIANCE WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS
The Trust assumes full responsibility for complying with all securities, tax,
commodities and other laws, rules and regulations applicable to it.
VI. WARRANTIES
If, prior to the Accounting Agent's calculation of the current NAV, the Trust
notifies the Accounting Agent that any of its accounting services are erroneous
in any material respect, the Accounting Agent shall endeavor in a timely manner
to correct such failure. Organizations from which the Accounting Agent may
obtain certain data included in the accounting services are solely responsible
for the contents of such data and the Trust agrees to make no claim against the
Accounting Agent arising out of the contents of such third-party data including,
but not limited to, the accuracy thereof. The Accounting Agent makes no
warranties with respect to the calculations and data processing it provides the
Trust and/or any third party agent of the Trust insofar as it relates to the
qualification of the Trust as a regulated investment company under state or
federal securities and tax laws, or any requirements or obligations thereunder.
VII. FORCE MAJEURE
State Street shall have no liability for cessation of services hereunder or any
damages resulting therefrom to the Trust as a result of work stoppage, power or
other mechanical failure, natural disaster, governmental action, computer
viruses, communication disruption or other impossibility of performance.
VIII. INSTRUCTIONS and ADVICE
At any time, State Street may apply to any officer of the Trust for instructions
and may consult with its own legal counsel or outside counsel for the Trust or
the independent accountants for the Trust at the expense of the Trust, provided
that State Street first obtains consent of the Trust which shall not be
unreasonably withheld, with respect to any matter arising in connection with the
services to be performed by State Street under the terms of this Agreement. In
its capacity as the Financial Administrator or as the Accounting Agent under the
terms of this Agreement, State Street shall not be liable, and shall be
indemnified by the Trust for any action taken or omitted by it in good faith
reliance upon any such instructions or advice or upon any paper or document
believed by it to be genuine and to have been signed by the proper person or
persons. State Street shall not be held to have notice of any change of
authority of any person until receipt of written notice thereof from the Trust.
Nothing in this paragraph shall be construed as imposing upon State Street any
obligation to seek such instructions or advice, or to act in accordance with
such advice when received.
IX. NOTICES
All notices shall be in writing and deemed given when delivered in person, by
facsimile, by overnight delivery through a commercial courier service, or by
registered or certified mail, return receipt requested. Notices shall be
addressed to each party at its address set forth below, or such other address as
the recipient may have specified by earlier notice to the sender:
If to State Street: LaFayette Corporate Center
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ATTN: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Trust: MTB Group of Funds
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: Secretary
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
X. CONFIDENTIALITY
State Street agrees that, except as otherwise required by law or in connection
with any required disclosure to a banking or other regulatory authority, it will
keep confidential all records and information in its possession relating to the
Trust or its shareholders or shareholder accounts and will not disclose the same
to any person except at the request or with the written consent of the Trust.
XI. LIMITATION of LIABILITY and INDEMNIFICATION
State Street shall be responsible for the performance of only such duties as are
set forth in this Agreement and, except as otherwise provided under Section XVI,
shall have no responsibility for the actions or activities of any other party,
including other service providers. State Street shall have no liability for any
error of judgment or mistake of law or for any loss or damage resulting from the
performance or nonperformance of its duties hereunder unless solely and directly
caused by or resulting from the negligence, reckless misconduct, willful
malfeasance or lack of good faith of State Street, its officers or employees.
STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES) IN ANY WAY DUE TO THE TRUST'S USE OF THE SERVICES DESCRIBED
HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET'S OBLIGATIONS
UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims
regardless of the form of action, whether in contract (including negligence),
strict liability, or otherwise and regardless of whether such damages are
foreseeable.
The Trust shall indemnify and hold State Street harmless from all loss, cost,
damage and expense, including reasonable fees and expenses for counsel, incurred
by State Street resulting from any claim, demand, action or suit in connection
with State Street's acceptance of this Agreement, any action or omission by it
in the performance of its duties hereunder, or as a result of acting upon any
instructions reasonably believed by it to have been duly authorized by the
Trust, provided that this indemnification shall not apply to actions or
omissions of State Street, its officers or employees in cases of its or their
own negligence or willful misconduct.
The indemnification contained herein shall survive the termination of this
Agreement.
XII. EXCLUSIVE REMEDY
State Street's total liability under this Agreement during any twelve-month
period shall be limited to the actual or direct damage up to the aggregate
amount of two (2) times the fees earned by State Street under Section XV
hereunder during the last twelve months prior to the time the event giving rise
to liability occurs.
XIII. SERVICES NOT EXCLUSIVE
The services of State Street to the Trust are not to be deemed exclusive and
State Street shall be free to render similar services to others. State Street
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Trust from time to time, have no
authority to act or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
XIV. TERM; TERMINATION; AMENDMENT
A. Term. This Agreement shall become effective on the date first written
above and shall remain in full force and effect until September 30, 2005 (the
"Initial Term") and shall automatically continue in full force and effect after
such Initial Term unless either party terminates this Agreement by written
notice to the other party at least sixty (60) days prior to the expiration of
the Initial Term.
B. Termination. (i) Either party may terminate this Agreement at any time
after the Initial Term upon at least sixty (60) days' prior written notice to
the other party. Termination of this Agreement with respect to any given
Portfolio shall in no way affect the continued validity of this Agreement with
respect to any other Portfolio. Upon termination of this Agreement, the Trust
shall pay to State Street such compensation and any reimbursable expenses as may
be due under the terms hereof as of the date of such termination, including
reasonable out-of-pocket expenses associated with such termination.
C. Amendment. This Agreement may be modified or amended from time to time
by the mutual agreement of the parties hereto. No amendment to this Agreement
shall be effective unless it is in writing and signed by a duly authorized
representative of each party. The term "Agreement", as used herein, includes all
schedules and attachments hereto and any future written amendments,
modifications, or supplements made in accordance herewith.
XV. FEES, EXPENSES and EXPENSE REIMBURSEMENT
State Street shall receive from the Trust such compensation for its services
provided pursuant to this Agreement as may be agreed to from time to time in a
written fee schedule approved by the parties and initially set forth in the Fee
Schedule to this Agreement. The fees are accrued daily and billed monthly and
shall be due and payable upon receipt of the invoice. Upon the termination of
this Agreement before the end of any month, the fee for the part of the month
before such termination shall be prorated according to the proportion which such
part bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. In addition, the Trust shall reimburse State
Street for its out-of-pocket costs incurred in connection with this Agreement
including all costs and expenses including reasonable attorney's fees, incurred
by State Street to collect any charges due under this Agreement.
The Trust agrees to promptly reimburse State Street for any equipment and
supplies specially ordered by or for the Trust through State Street and for any
other expenses not contemplated by this Agreement that State Street may incur on
the Trust's behalf at the Trust's request or with the Trust's consent.
The Trust will bear all expenses that are incurred in its operation and not
specifically assumed by State Street. Expenses to be borne by the Trust include,
but are not limited to: organization expenses; cost of services of independent
accountants and outside legal and tax counsel (including such counsel's review
of the Trust's registration statement, proxy materials, federal and state tax
qualification as a regulated investment company and other reports and materials
prepared by State Street under this Agreement); cost of any services contracted
for by the Trust directly from parties other than State Street; cost of trading
operations and brokerage fees, commissions and transfer taxes in connection with
the purchase and sale of securities for the Trust; investment advisory fees;
taxes, insurance premiums and other fees and expenses applicable to its
operation; costs incidental to any meetings of shareholders including, but not
limited to, legal and accounting fees, proxy filing fees and the costs of
preparation, printing and mailing of any proxy materials; costs incidental to
Board meetings, including fees and expenses of Board members; the salary and
expenses of any officer, director/trustee or employee of the Trust; costs
incidental to the preparation, printing and distribution of the Trust's
registration statements and any amendments thereto and shareholder reports; cost
of typesetting and printing of prospectuses; cost of preparation and filing of
the Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices,
registrations and amendments associated with applicable federal and state tax
and securities laws; fidelity bond and directors' and officers' liability
insurance; and cost of independent pricing services used in computing the
Trust's NAV.
State Street is authorized to and may employ or associate with such person or
persons as it may deem desirable to assist it in performing its duties under
this Agreement; provided, however, that the compensation of such person or
persons shall be paid by State Street and State Street shall be as fully
responsible to the Trust for the acts and omissions of any such person or
persons as it is for its own acts and omissions.
XVI. ASSIGNMENT; SUCCESSOR AGENT
A. Assignment. This Agreement shall not be assigned by either party without
the prior written consent of the other party, except that either party may
assign to a successor all of or a substantial portion of its business, or to a
party controlling, controlled by, or under common control with such party.
B. Successor Agent. This Agreement shall be binding on and shall inure to
the benefit of each party and to their successors and permitted assigns. If a
successor agent for the Trust shall be appointed by the Trust, State Street
shall upon termination deliver to such successor agent at the office of State
Street all properties of the Trust held by it hereunder.
In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to State Street on or before the date
when such termination shall become effective, then State Street shall have the
right to deliver to a bank or trust company, which is a "bank" as defined in the
1940 Act, doing business in Boston, Massachusetts, of its own selection, having
an aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $2,000,000, all properties held by State
Street under this Agreement. Thereafter, such bank or trust company shall be the
successor of State Street under this Agreement.
XVII. ENTIRE AGREEMENT
This Agreement (including all schedules and attachments hereto) constitutes the
entire Agreement between the parties with respect to the subject matter hereof
and terminates and supersedes all prior agreements, representations, warranties,
commitments, statements, negotiations and undertakings with respect to such
services to be performed hereunder whether oral or in writing.
XXIII. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver nor shall it deprive
such party of the right thereafter to insist upon strict adherence to that term
or any term of this Agreement. Any waiver must be in writing signed by the
waiving party.
XIX. HEADINGS NOT CONTROLLING
Headings used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
XX. SURVIVAL
After expiration or termination of this Agreement, all provisions relating to
payment shall survive until completion of required payments. In addition to
those provisions which specifically provide for survival beyond expiration or
termination, all provisions regarding indemnification, warranty, liability and
limits thereon shall survive, unless and until the expiration of any time period
specified elsewhere in this Agreement with respect to the provision in question.
XXI. SEVERABILITY
In the event any provision of this Agreement is held illegal, invalid, void or
unenforceable, the balance shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
XXII. GOVERNING LAW; JURISDICTION
This Agreement shall be deemed to have been made in The Commonwealth of
Massachusetts and shall be governed by and construed under and in accordance
with the laws of The Commonwealth of Massachusetts without giving effect to its
conflict of laws principles and rules. The parties agree that any dispute
arising herefrom shall be subject to the exclusive jurisdiction of courts
sitting in The Commonwealth of Massachusetts.
XXIII. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments hereto
may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties hereto each agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
STATE STREET BANK AND TRUST COMPANY
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
MTB GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT A
to the Financial Administration and Accounting Services Agreement
MTB GROUP OF FUNDS
MTB Balanced Fund
MTB Equity Income Fund
MTB Equity Index Fund
MTB Income Fund
MTB Intermediate-Term Bond Fund
MTB International Equity 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 Fund - Aggressive Growth
MTB Managed Allocation Fund - Aggressive Growth II
MTB Managed Allocation Fund - Conservative Growth
MTB Managed Allocation Fund - Conservative Growth II
MTB Managed Allocation Fund - Moderate Growth
MTB Managed Allocation Fund - 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 New York Municipal Bond Fund
MTB New York Tax Free Money Market Fund
MTB Pennsylvania Muni Bond Fund
MTB Prime Money Market Fund
MTB Pennsylvania Tax Free Money Market Fund
MTB Short Duration Government Bond Fund
MTB Short-Term Corporate Bond Fund
MTB Small Cap Stock Fund
MTB Small Cap Growth Fund
MTB Tax Free Money Market Fund
MTB US Government Bond
Fund MTB US Government Money Market Fund
MTB US Treasury Money Market Fund
Revised 6/30/05
STATE STREET
MTB Group of Funds
Custody, Fund Accounting and Financial Administration
and Compliance Fee Schedule
CUSTODY AND FUND ACCOUNTING SERVICES:
Maintain custody of fund assets. Settle portfolio purchases and sales. Report
buy and sell fails. Determine and collect portfolio income. Make cash
disbursements and report cash transactions in local and base currency. Withhold
foreign taxes. File foreign tax reclaims. Monitor corporate actions. Report
portfolio positions. Maintain investment ledgers, provide selected general
ledger reports, provide selected portfolio transactions, position and income
reports. Maintain general ledger and capital stock accounts. Prepare daily trial
balance. Calculate net asset value daily.
FINANCIAL ADMINISTRATION AND COMPLIANCE SERVICES:
Reporting/ Audit Coordination: Semi-annual and annual financial statement
preparation, NSAR preparation and filing, drafting of Form 24f-2 fee
calculation, audit coordination including completion of audit letters,
rating and survey agency reporting and daily and periodic client reporting
Performance: Total returns (before and after tax) and SEC Yield calculation
oversight
Treasury Services: Expense budgeting and invoice processing, income distribution
forecasting and calculations, NAV oversight
Compliance: Perform SEC and prospectus compliance tests and provide periodic
reports and results to portfolio manager.
Fees
The fee below is an annual charge, billed and payable monthly, based on average
monthly net assets.
Domestic Custody (Global schedule attached - Exhibit 1)
First $250 Million .50 BP
Next $250 Million .33 BP
Excess .25 BP
Fund Accounting and Financial Administration and Compliance Administration
(Domestic and Global)
First $5 Billion 3.70 BP's
Next $5 Billion 3.40 BP's
Next $10 Billion 3.15 BP's
Over $20 Billion 2.90 BP's
Out of Pocket
Domestic Waived
Global ▇▇▇▇ as incurred
Payment
The above fees will be charged monthly against the fund's custodian checking
account five (5) days after the invoice is mailed to the fund's offices.
------------------------------------------------------------ ------------------------------------------------------------
MTB Group of Funds State Street Bank and Trust Company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------- -----------------------------------------
---------------------------------------- -----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------- -----------------------------------------
---------------------------------------- -----------------------------------------
Title: Vice President Title: Senior Vice President
---------------------------------------- -----------------------------------------
---------------------------------------- -----------------------------------------
Date: Date: 3/29/05
------------------- ---------------------------------------- ------------------ -----------------------------------------
Exhibit 1
Attachment to Custody, Fund Accounting, Financial Administration and
Compliance Services Fee Schedule
State Street
Global Custody Fee Schedule
MTB Group of Funds, Inc.
Custody: Maintain custody of fund assets. Settle portfolio purchases and sales.
Report buy and sell fails. Determine and collect portfolio income. Make cash
disbursements and report cash transactions in local and base currency. Withhold
foreign taxes. File foreign tax reclaims. Monitor corporate actions. Report
portfolio positions.
COUNTRY * HOLDING CHARGES IN BASIS TRANSACTION CHARGES COUNTRY *HOLDING CHARGES IN BASIS TRANSACTION CHARGES
POINTS (ANNUAL FEE) (PER TRADE) POINTS (ANNUAL FEE) (PER TRADE)
Argentina 35.0 $125 Lebanon 40.0 $100
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ -----------------
Australia 5.0 $25 Lithuania 35.0 $50
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Austria 10.0 $25 Luxembourg 35.0 $100
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Bahrein 50.0 $150 Malaysia 15.0 $50
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Bangladesh 45.0 $125 Mauritius 45.0 $125
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Belgium 10.0 $50 Mexico 15.0 $50
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Bermuda 65.0 $150 Morocco 35.0 $100
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Bolivia 45.0 $125 Namibia 45.0 $125
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Botswana 40.0 $150 Netherlands 15.0 $50
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Brazil 35.0 $100 New Zealand 5.0 $25
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Bulgaria 50.0 $100 Norway 15.0 $50
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Canada 3.0 $25 Oman 65.0 $150
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Chile 40.0 $100 Pakistan 45.0 $125
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
China 35.0 $100 Peru 45.0 $125
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
------------------------- ------------------ ----------------- --------------------- -------------------------------------------
Colombia 45.0 $150 Philippines 15.0 $50
------------------------- ----------------- ----------------- --------------------- -------------------------------------------
------------------------- ----------------- ----------------- --------------------- -------------------------------------------
Croatia 50.0 $100 Poland 45.0 $125
------------------------- ----------------- ----------------- --------------------- -------------------------------------------
------------------------- ----------------- ----------------- --------------------- -------------------------------------------
Cyprus 45.0 $125 Portugal 15.0 $50
------------------------- ----------------- ----------------- --------------------- -------------------------------------------
------------------------- ----------------- ----------------- --------------------- -------------------------------------------
Czech Republic 35.0 $100 Romania 75.0 $100
------------------------- ----------------- ------- --------------------- ----------------------------- -------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Denmark 5.0 $25 Russia 55.0 $300
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Ecuador 35.0 $100 Singapore 15.0 $50
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Egypt 35.0 $100 Slovakia 45.0 $125
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Estonia 50.0 $50 Slovak Republic 45.0 $75
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Euroclear 5.0 $25 Slovania 75.0 $100
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Finland 15.0 $60 South Africa 5.0 $25
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
France 6.0 $25 South Korea 45.0 $125
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Germany 5.0 $25 Spain 15.0 $50
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Ghana 35.0 $100 Sri Lanka 35.0 $100
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Greece 45.0 $125 Swaziland 75.0 $200
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Hong Kong 9.0 $50 Sweden 15.0 $50
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Hungary 45.0 $125 Switzerland 5.0 $25
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Iceland 35.0 $50 Taiwan 35.0 $100
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
India 45.0 $125 Thailand 15.0 $50
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Indonesia 15.0 $50 Trinidad & Tobago 35.0 $100
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Ireland 15.0 $50 Tunisia 45.0 $125
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Israel 35.0 $100 Turkey 35.0 $100
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Italy 5.0 $25 Ukraine 75.0 $300
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Ivory Coast 75.0 $150 United Kingdom 5.0 $25
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Jamaica 45.0 $125 Uruguay 45.0 $125
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- --------------------------------------------
Japan 5.0 $25 USA Refer to Domestic Fee
Schedule
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Jordan 45.0 $125 Venezuela 45.0 $125
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Kenya 35.0 $100 Zambia 35.0 $100
------------------------- ----------------- ---------------- --------------------- -------------------------------------------
Latvia 65.0 $50 Zimbabwe 35.0 $100
------------------------- ----------------- ---------------- -- --------------------- -------------------------------------------
AMENDMENT TO AMENDED AND RESTATED FINANCIAL
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AMENDMENT, made as of August 3, 2004 to the Amended and Restated Financial
Administration and Accounting Services Agreement dated as of August 22, 2003 by
and between MTB Group of Funds (formerly, Vision Group of Funds) (the "Trust")
and State Street Bank and Trust Company, a Massachusetts corporation ("▇▇▇▇▇
▇▇▇▇▇▇").
WHEREAS, the Trust and State Street have entered into an Amended and
Restated Financial Administration and Accounting Services Agreement for the
provision by State Street of certain portfolio accounting and financial
administrative services the Trust and;
WHEREAS, the Trust and State Street wish to amend the Amended and Restated
Financial Administration and Accounting Services Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Pursuant to Section III.A entitled "Duties of State Street as the
Financial Administrator," State Street agrees to perform the following financial
administration services:
Prepare two quarterly portfolio listings per year for inclusion in the
Trust's Form N-Q filing with the Securities and Exchange Commission;
and
Prepare a tabular or graphic presentation of the Trust's portfolio
holdings and an enhanced expense disclosure example as mutually agreed
upon by the Trust and State Street for inclusion in the Trust's
shareholder reports.
State Street shall receive from the Trust such compensation for its
services provided pursuant to this Amendment as may be agreed to from time to
time in a written fee schedule approved by the parties. This Amendment contains
the entire understanding between the parties with respect to the transactions
contemplated hereby. To the extent that any provision of this Amendment modifies
or is otherwise inconsistent with any provision of the Amended and Restated
Financial Administration and Accounting Services Agreement, this Amendment shall
control, but the Amended and Restated Financial Administration and Accounting
Services Agreement shall otherwise remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their officers designated below as of the date first written above.
MTB GROUP OF FUNDS STATE STREET BANK AND
TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------ -----------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Senior Vice President
STATE STREET BANK AND TRUST COMPANY
MTB GROUP OF FUNDS
FINANCIAL ADMINISTRATON FEE SCHEDULE
I. FINANCIAL ADMINISTRATION SERVICES
Services to be performed by State Street Financial Administration shall
include the preparation of two quarterly portfolio listings per year for
inclusion in Form N-Q and preparation of a tabular or graphic presentation
of the fund portfolio holdings and an enhanced expense disclosure example
for inclusion in shareholder reports.
Financial Administration Service Fee Annual Fee Per Fund
$4,000
II. TERM OF THE CONTRACT
The parties agree that this fee schedule shall remain in effect until it is
revised as a result of negotiations initiated by either party.
MTB GROUP OF FUNDS STATE STREET BANK AND
TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------ -----------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Senior Vice President
Date: Date: 3/29/05
---------------------
Fair Value Pricing Authorization Form
Fund Entity Name: (MTB Group of Funds)
Fair Value for: MTB International Equity Fund
(Attach list, if required, of funds and portfolios, if applicable, or create
separate forms if multiple triggers apply)
Effective Date: January 18, 2005
Vendor: ITG
Market Trigger(s): ▇▇▇▇▇▇▇ 1000
Timing of Trigger(s): London Close to NYSE Close or NYSE Open to NYSE Close
Threshold to Invoke Fair Value (+ or -) .5 %
-----------------------
Filter on Confidence Interval (FT Interactive Only):
Yes No
------ -----
Minimum Confidence Interval %
--------------------------
Authorized by: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Officer of the Fund
Accepted by: /s/ ▇▇▇ ▇'▇▇▇▇▇▇▇
Name: ▇▇▇ ▇'▇▇▇▇▇▇▇
Vice President
State Street Bank and Trust Company
Fair Value Pricing Authorization Form
Explanation of Fields
------------------------------------------------ -----------------------------------------------------------------------------------
Fund Entity Name Indicate fund name or if multiple funds or portfolios of a fund,
attach a complete list
------------------------------------------------ -----------------------------------------------------------------------------------
------------------------------------------------ -----------------------------------------------------------------------------------
Effective Date Dates the funds are to begin Fair Value vendor feed at SSC
------------------------------------------------ -----------------------------------------------------------------------------------
------------------------------------------------ -----------------------------------------------------------------------------------
Vendor Name of Fair Value vendor to be used
------------------------------------------------ -----------------------------------------------------------------------------------
------------------------------------------------ -----------------------------------------------------------------------------------
Market Trigger(s) Name of Trigger used to determine when to invoke Fair Value Pricing procedures,
i.e., S&P ▇▇▇, ▇▇▇▇▇▇
------------------------------------------------ -----------------------------------------------------------------------------------
------------------------------------------------ -----------------------------------------------------------------------------------
Timing of Trigger(s) A specific time
at which the Trigger determines
Fair Value Pricing procedures
should be initiated, i.e.,
Japan close to 4PM EST (Nikkei
Futures), 4PM EST prior day to
4PM EST current day (S&P500)
------------------------------------------------ -----------------------------------------------------------------------------------
------------------------------------------------ -----------------------------------------------------------------------------------
Threshold to Invoke Fair Value Minimum percentage of movement of designated Trigger to determine that
Fair Value should be invoked
------------------------------------------------ -----------------------------------------------------------------------------------
------------------------------------------------ -----------------------------------------------------------------------------------
FT Interactive Only
Filter on Confidence Interval
Indicate "Yes" if the fund should impose a confidence interval filter to
determine which securities
Minimum Confidence Interval should be Fair Valued
Minimum confidence interval percentage used to apply Fair Value Adjustment Factors
------------------------------------------------ -----------------------------------------------------------------------------------
------------------------------------------------ -----------------------------------------------------------------------------------
Authorized By Provide signature of the Fund Officer authorizing the completion of the
Fair Value Pricing Authorization Form
------------------------------------------------ -----------------------------------------------------------------------------------
------------------------------------------------ -----------------------------------------------------------------------------------
Accepted By Provide signature of a Vice President from State Street Fund Group accepting
the completion of the Fair Value Pricing Authorization Form
------------------------------------------------ -----------------------------------------------------------------------------------
To: State Street Bank and Trust Company
From: M&T Bank
Fund Entity Name: MTB Group of Funds
Fund Entity Address: ▇▇▇ ▇&▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Date: January 18, 2005
Re: FAIR VALUE PRICING AUTHORIZATION
Reference is made to the Financial Services and Fund Administration Agreement
(the "Agreement") dated August 22, 2003, between the MTB Group of Funds (the
"Fund") and State Street Bank and Trust Company ("State Street"). Capitalized
terms used in this Fair Value Pricing Authorization or in any attachment or
supplement shall have the meanings provided in the Agreement unless otherwise
specified. Pursuant to Agreement, the Fund hereby directs State Street to
calculate the net asset value ("NAV") of the Fund or, if applicable, its
Portfolios, in accordance with the terms of the Fund's or Portfolio's currently
effective Prospectus or other governing documents. State Street will perform the
NAV calculation subject to the terms and conditions of the Agreement, the Price
Source Authorization, and this Authorization.
The Fund's Board of Directors/Trustees has approved the vendor and fair value
procedures as detailed on the Fair Value Pricing Authorization Form on Page 2.
The Fund hereby authorizes State Street to use the Fair Value pricing source
specified on the attached Fair Value Authorization Form to obtain adjustment
factors to be applied to the closing prices of the securities of the Fund or the
Fund's portfolio(s) to calculate a fair-value-adjusted market value to the used
in the calculation of the net asset value of the Fund or its Portfolios. The
Fund understands that State Street does not assume responsibility for the
accuracy of the adjustment factors or other fair value pricing information
provided by the specified fair value vendor and that State Street shall have no
liability for any incorrect data provided by said vendor specified by the Fund,
except as may arise from State Street's lack of reasonable care in applying any
adjustment factors to the closing prices of the Fund's or Portfolio's securities
and/or (if applicable) calculating the fair value adjusted net asset value of
the Fund or Portfolio in accordance with the data furnished to State Street.
The Fund agrees to indemnify and hold State Street harmless from any claim, loss
or damage arising as a result of using Fair Value adjustment factors or prices
furnished by any specified Fair Value pricing source.
The Fund agrees to notify State Street promptly in writing if the fair value
pricing procedures authorized by the Fund's Board have been changed.
Kindly acknowledge your acceptance of the terms of this letter in the space
provided below.
MTB Group of Funds
On behalf of its Portfolio,
MTB International Equity Fund
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ The foregoing terms are hereby accepted.
------------------------
[Authorized Officer of the Fund]
Title: Vice President STATE STREET BANK AND TRUST COMPANY
By: ▇▇▇ ▇'▇▇▇▇▇▇▇
Vice President
