Exhibit (e)(x) under Form N1-A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
for
TRANSFER AGENCY SERVICES
AGREEMENT made as of July 1, 2004, by and between MTB GROUP OF FUNDS,
having its principal office and place of business in Pittsburgh, Pennsylvania
("Investment Company"), on behalf of its portfolios now existing or hereafter
created, as identified on Exhibit 1 hereto as the same may be amended from time
to time (each a "Fund" and collectively the "Funds"), and BOSTON FINANCIAL DATA
SERVICES, INC., a Massachusetts corporation, having its principal office and
place of business at 0 Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxxxxxxx, 00000 on
behalf of itself and its subsidiaries (the "BFDS").
WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), with authorized and issued shares of capital stock ("Shares");
WHEREAS, the Investment Company desires to appoint BFDS as its transfer
agent and dividend disbursing agent to provide it with transfer agency services
(as herein defined) and agent in connection with certain other activities, and
BFDS desires to accept such appointment; and
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:
SECTION ONE: Transfer Agency Services.
Article 1. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement, the
Investment Company hereby appoints BFDS to act as, and BFDS agrees to act as,
transfer agent and dividend disbursing agent for each Fund's Shares, and agent
in connection with any accumulation, open-account or similar plans provided to
the shareholders of any Fund ("Shareholder(s)"), including without limitation
any periodic investment plan or periodic withdrawal program. BFDS shall be held
to a standard of reasonable care in carrying out the provisions of this Section
One.
Article 2. Duties of BFDS.
BFDS shall perform the following services in accordance with Proper
Instructions as may be provided from time to time by the Investment Company as
to any Fund:
A. Purchases
(1) BFDS shall receive orders and payment for the purchase of shares and
promptly deliver payment and appropriate documentation therefor to the
custodian of the relevant Fund, (the "Custodian"). BFDS shall notify
the Fund and the Custodian on a daily basis of the total amount of
orders and payments so delivered.
(2) Pursuant to purchase orders and in accordance with the Fund's current
Prospectus, BFDS shall compute and issue the appropriate number of
Shares of each Fund and/or any classes of shares issued by any Fund
("Classes") and hold such Shares in the appropriate Shareholder
accounts.
(3) In the event that any check or other order for the purchase of Shares
of the Fund and/or Class is returned unpaid for any reason, BFDS shall
debit the Share account of the Shareholder by the number of Shares
that had been credited to its account upon receipt of the check or
other order, promptly mail a debit advice to the Shareholder, and
notify the Investment Company of its action. In the event that the
amount paid for such Shares exceeds proceeds of the redemption of such
Shares plus the amount of any dividends paid with respect to such
Shares, the Investment Company or its distributor will reimburse BFDS
on the amount of such excess.
B. Distribution
(1) Upon notification by the Funds of the declaration of any distribution
to Shareholders, BFDS shall act as Dividend Disbursing Agent for the
Funds in accordance with the provisions of its governing document and
the then-current prospectus and statement of additional information
("Prospectus") of the Fund. BFDS shall prepare and mail or credit
income, capital gain, or any other payments to Shareholders. As the
Dividend Disbursing Agent, BFDS shall, on or before the payment date
of any such distribution, notify the Custodian of the estimated amount
required to pay any portion of said distribution which is payable in
cash and request the Custodian to make available sufficient funds for
the cash amount to be paid out. BFDS shall reconcile the amounts so
requested and the amounts actually received with the Custodian on a
daily basis. If a Shareholder is entitled to receive additional Shares
by virtue of any such distribution or dividend, appropriate credits
shall be made to the Shareholder's account; and
(2) BFDS shall maintain records of account for each Fund and Class and
advise the Investment Company, each Fund and Class and its
Shareholders as to the foregoing.
C. Redemptions and Transfers
(1) BFDS shall receive redemption requests and redemption directions and,
if such redemption requests comply with the procedures as may be
described in the Fund Prospectus or set forth in Proper Instructions,
deliver the appropriate instructions therefor to the Custodian. BFDS
shall notify the Funds on a daily basis of the total amount of
redemption requests processed and monies paid to BFDS by the Custodian
for redemptions.
(2) At the appropriate time upon receiving redemption proceeds from the
Custodian with respect to any redemption, BFDS shall pay or cause to
be paid the redemption proceeds in the manner instructed by the
redeeming Shareholders, pursuant to procedures described in the
then-current Prospectus of the Fund.
(3) If any certificate returned for redemption or other request for
redemption does not comply with the procedures for redemption approved
by the Fund, BFDS shall promptly notify the Shareholder of such fact,
together with the reason therefor, and shall effect such redemption at
the price applicable to the date and time of receipt of documents
complying with said procedures.
(4) BFDS shall effect transfers of Shares by the registered owners
thereof.
(5) BFDS shall identify and process abandoned accounts and uncashed checks
for state escheat requirements on an annual basis and report such
actions to the Fund.
D. Recordkeeping
(1) BFDS shall record the issuance of Shares of each Fund, and/or Class,
and maintain pursuant to applicable rules of the Securities and
Exchange Commission ("SEC") a record of the total number of Shares of
the Fund and/or Class which are authorized, based upon data provided
to it by the Fund, and issued and outstanding. BFDS shall also provide
the Fund on a regular basis or upon reasonable request with the total
number of Shares which are authorized and issued and outstanding, but
shall have no obligation when recording the issuance of Shares, except
as otherwise set forth herein, to monitor the issuance of such Shares
or to take cognizance of any laws relating to the issue or sale of
such Shares, which functions shall be the sole responsibility of the
Funds.
(2) BFDS shall establish and maintain records pursuant to applicable rules
of the SEC relating to the services to be performed hereunder in the
form and manner as agreed to by the Investment Company or the Fund to
include a record for each Shareholder's account of the following:
(a) Name, address and tax identification number (and whether such
number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account, including dividends
paid and date and price for all transactions;
(d) Any stop or restraining order placed against the account;
(e) Information with respect to withholding in the case of a foreign
account or an account for which withholding is required by the
Internal Revenue Code;
(f) Any dividend reinvestment order, plan application, dividend
address and correspondence relating to the current maintenance of
the account;
(g) Certificate numbers and denominations for any Shareholder holding
certificates;
(h) Any information required in order for BFDS to perform the
calculations contemplated or required by this Agreement.
(3) BFDS shall preserve any such records required to be maintained
pursuant to the rules of the SEC for the periods prescribed in said
rules as specifically noted below. Such records shall include, but not
be limited to records required by Section 31(a) of the Investment
Company Act of 1940 and the rules thereunder, pertaining to the
Transfer Agency Services performed by it and not otherwise created and
maintained by another party pursuant to contract with the Investment
Company. Where applicable, such records shall be maintained by BFDS
for the periods and in the places required by Rule 31a-2 under the
1940 Act. The books and records pertaining to the Investment Company
that are in the possession of BFDS shall be the property of the
Investment Company. Such record retention shall be at the expense of
BFDS, and such records may be inspected by the Fund at reasonable
times. BFDS may, at its option at any time, and shall forthwith upon
the Fund's demand, turn over to the Fund and cease to retain in BFDS's
files, records and documents created and maintained by BFDS pursuant
to this Agreement, which are no longer needed by BFDS in performance
of its services or for its protection. If not so turned over to the
Fund, such records and documents will be retained by BFDS for six
years from the year of creation, during the first two of which such
documents will be in readily accessible form. At the end of the
six-year period, such records and documents will either be turned over
to the Fund or destroyed in accordance with Proper Instructions.
E. Confirmations/Reports
(1) BFDS shall furnish to the Fund periodically the following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and outstanding in each state
for "blue sky" purposes as determined according to Proper
Instructions delivered from time to time by the Fund to BFDS;
(d) Shareholder lists and statistical information; (e) Payments to
third parties relating to distribution agreements, allocations of
sales loads, redemption fees, or other transaction- or
sales-related payments;
(f) Such other information as may be agreed upon from time to time.
(2) BFDS shall prepare in the appropriate form, file with the Internal
Revenue Service and appropriate state agencies, and, if required, mail
to Shareholders, such notices for reporting dividends and
distributions paid as are required to be so filed and mailed and shall
withhold such sums as are required to be withheld under applicable
federal and state income tax laws, rules and regulations.
(3) In addition to and not in lieu of the services set forth above, BFDS
shall:
(a) Perform all of the customary services of a transfer agent,
dividend disbursing agent and, as relevant, agent in connection
with accumulation, open-account or similar plans (including
without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to: maintaining
all Shareholder accounts, mailing Shareholder reports and
Prospectuses to current Shareholders, withholding taxes on
accounts subject to back-up or other withholding (including
non-resident alien accounts), preparing and filing reports on
U.S. Treasury Department Form 1099 and other appropriate forms
required with respect to dividends and distributions by federal
authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders for
all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and mailing
activity statements for Shareholders, and providing Shareholder
account information; and
(b) provide a system that will enable the Fund to monitor the total
number of Shares of each Fund (and/or Class) sold in each state
("blue sky reporting"). The Fund shall by Proper Instructions (i)
identify to BFDS those transactions and assets to be treated as
exempt from the blue sky reporting for each state and (ii) verify
the classification of transactions for each state on the system
prior to activation and thereafter monitor the daily activity for
each state. The responsibility of BFDS for each Fund's (and/or
Class's) state blue sky registration status is limited solely to
the recording of the initial classification of transactions or
accounts with regard to blue sky compliance and the reporting of
such transactions and accounts to the Fund as provided above.
F. Other Duties
(1) BFDS shall answer correspondence from Shareholders relating to their
Share accounts and such other correspondence as may from time to time
be addressed to BFDS;
(2) BFDS shall prepare Shareholder meeting lists, mail proxy cards and
other material supplied to it by the Fund in connection with
Shareholder meetings of each Fund; receive, examine and tabulate
returned proxies, and certify the vote of the Shareholders;
(3) BFDS shall establish and maintain facilities and procedures for
safekeeping of stock certificates, check forms and facsimile signature
imprinting devices, if any; and for the preparation or use, and for
keeping account of, such certificates, forms and devices.
The foregoing, along with any additional services that BFDS shall agree in
writing to perform for the Investment Company under this Section One, shall
hereafter be referred to as "Transfer Agency Services."
Article 3. Duties of the Investment Company.
A. Compliance
The Investment Company or Fund assume full responsibility for the
preparation, contents and distribution of their own and/or their classes'
Prospectus and for complying with all applicable requirements of the
Securities Act of 1933, as amended (the "1933 Act"), the 1940 Act and any
laws, rules and regulations of government authorities having jurisdiction.
B. Distributions
The Fund shall promptly inform BFDS of the declaration of any dividend or
distribution on account of any Fund's shares.
Article 4. Compensation and Expenses.
A. Annual Fee
For performance by BFDS pursuant to Section One of this Agreement, the
Investment Company and/or the Fund agree to pay BFDS an annual maintenance
fee for each Shareholder account as agreed upon between the parties and as
may be added to or amended from time to time. Such fee may be changed from
time to time subject to written agreement between the Investment Company
and BFDS. Pursuant to information in the Fund Prospectus or other
information or instructions from the Fund, BFDS may sub-divide any Fund
into Classes or other sub-components for recordkeeping purposes.
B. Reimbursements
Unless otherwise agreed in writing between the parties, BFDS will bear
reasonable out-of-pocket expenses associated with performing its Transfer
Agency Services. Any other non-routine expenses (reasonable or otherwise)
incurred by BFDS at the request or with the consent of the Investment
Company and/or the Fund that are not normally associated with performing
Transfer Agency Services, will be reimbursed by the appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be accrued daily by the
Fund and shall be paid to BFDS no less frequently than monthly, and shall
be paid daily upon request of BFDS. BFDS will maintain detailed information
about the compensation and out-of-pocket expenses by Fund and Class.
D. Any amendments or adjustments to the schedule of compensation agreed to
hereunder shall be dated and signed by a duly authorized officer of the
Investment Company and/or the Funds and a duly authorized officer of
BFDS.
SECTION TWO: General Provisions.
Article 5. Proper Instructions.
As used throughout this Agreement, a "Proper Instruction" means a writing
signed or initialed by one or more person or persons as the Investment Company's
Board of Trustees ("Board") shall have from time to time authorized. Each such
writing shall set forth the specific transaction or type of transaction
involved. Oral instructions will be deemed to be Proper Instructions if (a) BFDS
reasonably believes them to have been given by a person previously authorized in
Proper Instructions to give such instructions with respect to the transaction
involved, and (b) the Investment Company, or the Fund, and BFDS promptly cause
such oral instructions to be confirmed in writing. Proper Instructions may
include communications effected directly between electro-mechanical or
electronic devices provided that the Investment Company, or the Fund, and BFDS
are satisfied that such procedures afford adequate safeguards for the Fund's
assets. Proper Instructions may only be amended in writing.
Article 6. Assignment.
Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement may be assigned by either party without the
written consent of the other party.
A. Either party may assign all of or a substantial portion of its
business to a successor, or to a party controlling, controlled by, or
under common control with such party upon prior written notice. This
Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
B. BFDS may without further consent on the part of the Investment Company
subcontract for the performance of Transfer Agency Services with such
other provider of services duly registered as a transfer agent under
Section 17A(c)(1) as BFDS shall select, provided that BFDS provides
prior written notice to the Investment Company . BFDS shall be fully
responsible to the Investment Company for the acts and omissions of
this subcontractor as it is for its own acts and omissions.
C. BFDS shall upon instruction from the Investment Company subcontract
for the performance of services under this Agreement with an Agent
selected by the Investment Company, other than as described in B.
above; provided, however, that BFDS shall in no way be responsible for
the acts and omissions of the Agent.
Article 7. Documents.
A. In connection with the appointment of BFDS under this Agreement, the
Investment Company shall file with BFDS the following documents:
(1) A copy of the Declaration of Trust and By-Laws of the Investment
Company and all amendments thereto ("Charter Documents");
(2) A copy of the resolution of the Board of the Investment Company
authorizing this Agreement;
(3) Printed documentation from the recordkeeping system representing any
outstanding Share certificates of the Investment Company or the Funds;
(4) All account application forms and other documents relating to
Shareholders accounts; and
(5) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the following documents:
(1) Each resolution of the Board of the Investment Company authorizing the
original issuance of each Fund's, and/or Class's Shares;
(2) Each Registration Statement filed with the SEC and amendments thereof,
including prospectuses and statements of additional information as
amended from time to time, and orders relating thereto in effect with
respect to the sale of Shares of any Fund, and/or Class;
(3) A certified copy of each amendment to the governing document
and the By-Laws of the Investment Company;
(4) Certified copies of each vote of the Board authorizing officers
to give Proper Instructions to the Custodian and agents for
fund accountant, and shareholder recordkeeping or transfer
agency services; and
(5) Such other certifications, documents or opinions that BFDS may,
in its discretion, deem necessary or appropriate in the proper
performance of its duties.
Article 8. Representations and Warranties.
A. Representations and Warranties of BFDS
BFDS represents and warrants to the Fund that:
(1) it is a corporation duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(2) it is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires such
qualification;
(3) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement;
(4) all requisite corporate proceedings have been taken to
authorize it to enter into and perform its obligations under
this Agreement;
(5) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement;
(6) it is in compliance with federal securities law requirements
and in good standing as a registered transfer agent; and
B. Representations and Warranties of the Investment Company
The Investment Company represents and warrants to BFDS that:
(1) It is an investment company duly organized and existing and in
good standing under the laws of its state of organization;
(2) It is empowered under applicable laws and by its Charter
Documents to enter into and perform its obligations under this
Agreement;
(3) All corporate proceedings required by said Charter Documents
have been taken to authorize it to enter into and perform its
obligations under this Agreement;
(4) The Investment Company is an open-end investment company
registered under the 1940 Act; and
(5) A registration statement under the 1933 Act will be effective,
and appropriate authorizations for state securities law filings
have been made and will continue to be made, with respect to
all Shares of each Fund being offered for sale.
Article 9. Indemnification.
A. Indemnification by Investment Company
BFDS shall not be responsible for and the Investment Company or Fund
shall indemnify and hold BFDS, including its officers, directors,
trustees, shareholders and their agents, employees and affiliates,
harmless against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of or attributable
to:
(1) The acts or omissions of any Custodian, Fund Accountant,
Adviser, Sub-adviser, administrator other than BFDS, or other
party contracted by or approved by the Investment Company or
Fund,
(2) The reliance on or use by BFDS or its agents or subcontractors
of information, records and documents in proper form which
(a) are received by BFDS or its agents or subcontractors and
furnished to it by or on behalf of the Fund, its
Shareholders or investors regarding the purchase,
redemption or transfer of Shares and Shareholder account
information;
(b) are received by BFDS or its agents or subcontractors
from Advisers, Sub-advisers, administrator other than
BFDS, or other third parties contracted by or approved
by the Investment Company or the Fund for use in the
performance of services under this Agreement; or
(c) have been prepared and/or maintained by the Fund or its
affiliates or any other person or firm on behalf of the
Investment Company.
(3) The reliance on, or the carrying out by BFDS or its agents or
subcontractors of Proper Instructions of the Investment Company
or the Fund.
(4) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares be
registered in such state or in violation of any stop order or
other determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares in such
state.
Provided, however, that BFDS shall not be protected by this
Article 9.A. from liability for any act or omission resulting
from BFDS's willful misfeasance, bad faith, negligence, or
reckless disregard of its duties.
B. Reliance
At any time BFDS may apply to any officer of the Investment Company or
Fund for instructions, and may consult with legal counsel (who may be
counsel for the Investment Company) with respect to any matter arising
in connection with the services to be performed by BFDS under this
Agreement, and BFDS and its agents or subcontractors shall not be
liable and shall be indemnified by the Investment Company or the
appropriate Fund for any action reasonably taken or omitted by it in
good faith reliance upon such instructions or upon the opinion of such
counsel, provided such action is not in violation of applicable federal
or state laws or regulations. BFDS, its agents and subcontractors shall
be protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Investment Company or the Fund, and
the proper countersignature of any former transfer agent or registrar,
or of a co-transfer agent or co-registrar.
C. Notification
In order that the indemnification provisions contained in this
Agreement shall apply, however, it is understood that the party seeking
indemnification ("Claimant") will use all reasonable care to promptly
identify and notify the party against whom indemnification is sought
("Indemnifier") concerning any situation which presents or appears
likely to present the probability of a claim for indemnification, and
shall advise the Indemnifier of all pertinent facts and developments
concerning the situation in question. The Indemnifier shall have the
option to defend the Claimant against any claim which may be the
subject of this indemnification. In the event that the Indemnifier so
elects, it will so notify the Claimant and thereupon the Indemnifier
shall take over complete defense of the claim, and the Claimant shall
in such situation initiate no further legal or other expenses for which
it shall seek indemnification under this Agreement. The Claimant shall
in no case confess any claim or make any compromise in any case in
which the Indemnifier will be asked to indemnify the Claimant, except
with the Indemnifier's prior written consent.
Article 10. Term and Termination of Agreement.
This Agreement shall be effective from the date signed above and shall
continue through September 30, 2005 ("Initial Term"). Thereafter, the Agreement
will continue for consecutive 12-month terms (a "Renewal Term") unless one party
receives written notice of termination from the other party no less than 120
days prior to the expiration of the Initial Term or a Renewal Term. The
termination date for all original or after-added Funds that are, or become, a
party to this Agreement shall be coterminous.
In addition, each party reserves the right to immediately terminate this
Agreement upon the giving of written notice in the event of: the dissolution or
liquidation of either party or other cessation of business other than a
reorganization or recapitalization of such party as an ongoing business;
financial difficulties on the part of either party which is evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any applicable
law, other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the rights
of creditors; or a final, unappealable judicial, regulatory or administrative
ruling or order in which either party has been found guilty of criminal behavior
in the conduct of its business.
Should the Investment Company exercise its rights to terminate, all
reasonable out-of-pocket expenses associated with the movement of records and
materials will be borne by the Investment Company or the appropriate Fund.
Additionally, BFDS reserves the right to charge for any other reasonable
expenses associated with such termination. The provisions of Article 9 shall
survive the termination of this Agreement.
Article 11. Amendment.
This Agreement may be amended or modified only by a written agreement
executed by both parties.
Article 12. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, BFDS and the Investment
Company may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Charter Documents. No interpretive or additional provisions made as provided
in the preceding sentence shall be deemed to be an amendment of this Agreement.
Article 13. Governing Law.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Pennsylvania.
Article 14. Notices.
Except as otherwise specifically provided herein, Notices and other writings
delivered or mailed postage prepaid to the Investment Company at 0000 Xxxxxxxxx
Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention: Secretary or to BFDS at Boston
Financial Data Services, Inc., 0 Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxxxxxxx
00000, Attention: Secretary, or to such other address as the Investment Company
or BFDS may hereafter specify, shall be deemed to have been properly delivered
or given hereunder to the respective address.
Article 15. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 16. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof whether
oral or written.
Article 17. Successor Agent.
If the Investment Company shall appoint a successor agent, BFDS shall upon
termination of this Agreement deliver to such successor agent at the office of
BFDS all properties of the Investment Company held by BFDS hereunder. If no such
successor agent shall be appointed, BFDS shall at its office upon receipt of
Proper Instructions deliver such properties in accordance with such
instructions.
In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to BFDS on or before the date when such
termination shall become effective, then BFDS shall have the right to deliver to
a bank or trust company, which is a "bank" as defined in the 1940 Act, 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 BFDS under this Agreement. Thereafter, such bank or trust company shall
be the successor of BFDS under this Agreement.
Article 18. Force Majeure.
BFDS shall have no liability for cessation of services hereunder or any
damages resulting therefrom to the Fund as a result of work stoppage, power or
other mechanical failure, natural disaster, governmental action, communication
disruption or other impossibility of performance.
Article 19. Severability.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
Article 20. Privacy.
A. The Fund and BFDS hereby acknowledge that the Funds may disclose
shareholder nonpublic personal information ("NPI") to BFDS as agent of
the Funds and solely in furtherance of fulfilling BFDS's contractual
obligations under the Agreement in the ordinary course of business to
support the Funds and their respective shareholders.
B. BFDS hereby agrees to be bound to use and redisclose NPI only for the
limited purpose of fulfilling its duties and obligations under the
Agreement, for law enforcement and miscellaneous purposes as permitted
in 17 CFR xx.xx. 248.15, or in connection with joint marketing
arrangements that the Funds may establish with BFDS in accordance with
the limited exception set forth in 17 CFR ss. 248.13.
C. BFDS further represents and warrants that, in accordance with 17 CFR ss.
248.30, it has implemented, and will continue to carry out for the term
of the Agreement, policies and procedures reasonably designed to:
(1) insure the security and confidentiality of records and NPI of the
customers of each of the Funds,
(2) protect against any anticipated threats or hazards to the security or
integrity of each of the Fund's customer records and NPI, and
(3) protect against unauthorized access to or use of each of the Fund's
customer records or NPI that could result in substantial harm or
inconvenience to any of the Fund's customers.
D. BFDS may redisclose Section 248.13 NPI only to: (a) the Funds and
affiliated persons of the Funds ("Fund Affiliates"); (b) affiliated
persons of BFDS ("BFDS Affiliates") (which in turn may disclose or use
the information only to the extent permitted under the original
receipt); (c) a third party not affiliated with BFDS ("Nonaffiliated
Third Party") under the service and processing (ss.248.14) or
miscellaneous (ss.248.15) exceptions, but only in the ordinary course of
business to carry out the activity covered by the exception under which
BFDS received the information in the first instance; and (d) a
Nonaffiliated Third Party under the service provider and joint marketing
exception (ss.248.13), provided BFDS enters into a written contract with
the Nonaffiliated Third Party that prohibits the Nonaffiliated Third
Party from disclosing or using the information other than to carry out
the purposes for which the Funds disclosed the information in the first
instance.
E. BFDS may redisclose Section 248.14 NPI and Section 248.15 NPI to: (a)
the Funds and Fund Affiliates; (b) BFDS Affiliates (which in turn may
disclose the information to the same extent permitted under the original
receipt); and (c) a Nonaffiliated Third Party to whom the Funds might
lawfully have disclosed NPI directly.
F. BFDS is obligated to maintain beyond the termination date of the
Agreement the confidentiality of any NPI it receives from the Fund in
connection with the Agreement or any joint marketing arrangement, and
hereby agrees that this Article 20 shall survive such termination.
Article 21. Anti-Money Laundering and Customer Identification Program
A. Each Fund represent and warrant to each other Fund that it has
established, and covenants that during the term of the Agreement it will
maintain, a written anti-money laundering and customer identification
program ("Program") in compliance with the series of rules and
regulations arising out of the USA PATRIOT Act (together with such rules
and regulations, the "Applicable Law") adopted by the Securities and
Exchange Commission and the United States Treasury Department ("Treasury
Department") "), specifically requiring certain financial institutions
including the Funds, to establish a Program.
B. The Funds hereby delegate to BFDS, the responsibility to perform or
contract for the performance of, for and on behalf of the Funds, all
required activities under the Funds' Program.
C. BFDS 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.
D. BFDS 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
BFDS for purposes of examining the Program and its operation to the full
extent required by Applicable Law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
MTB GROUP OF FUNDS
By: /s/ Xxxxxxx X. Xxxxx, Xx.
----------------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Executive Officer
BOSTON FINANCIAL DATA SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Operating Officer
EXHIBIT 1 to the
Agreement for Transfer Agency Services
CONTRACT
DATE MTB Group of Funds
-----------------------------------------------------------------------------
July 1, 2004 MTB Balanced Fund
July 1, 2004 MTB Equity Income Fund
July 1, 2004 MTB Equity Index Fund
July 1, 2004 MTB Income Fund
July 1, 2004 MTB Intermediate-Term Bond Fund
July 1, 2004 MTB International Equity Fund
(formerly: Vision International Equity Fund)
July 1, 2004 MTB Large Cap Growth Fund
(formerly: Vision Large Cap Growth Fund)
July 1, 2004 MTB Large Cap Growth Fund II
(formerly: Vision Large Cap Growth Fund II)
July 1, 2004 MTB Large Cap Stock Fund
July 1, 2004 MTB Large Cap Value Fund
(formerly: Vision Large Cap Value Fund)
July 1, 2004 MTB Large Cap Value Fund II
(formerly: Vision Large Cap Value Fund II)
July 1, 2004 MTB Managed Allocation Fund - Aggressive Growth )
(formerly: Vision Managed Allocation Fund - Aggressive Growth)
July 1, 2004 MTB Managed Allocation Fund - Conservative Growth
(formerly: Vision Managed Allocation Fund - Conservative Growth)
July 1, 2004 MTB Managed Allocation Fund - Moderate Growth
(formerly: Vision Managed Allocation Fund - Moderate Growth)
July 1, 2004 MTB Managed Allocation Fund - Moderate Growth II
(formerly: Vision Managed Allocation Fund - Moderate Growth II)
July 1, 0000 XXX Xxxxxxxx Municipal Bond Fund
July 1, 2004 MTB Mid Cap Growth Fund
July 1, 2004 MTB Mid Cap Stock Fund
(formerly: Vision Mid Cap Stock Fund)
July 1, 2004 MTB Money Market Fund
(formerly: Vision Money Market Fund)
July 1, 2004 MTB Multi Cap Growth Fund
July 1, 2004 MTB New York Municipal Bond Fund
(formerly: Vision New York Municipal Income Fund)
July 1, 2004 MTB New York Tax-Free Money Market Fund
(formerly: Vision New York Tax-Free Money Market Fund)
July 1, 0000 XXX Xxxxxxxxxxxx Municipal Bond Fund
July 1, 0000 XXX Xxxxxxxxxxxx Tax Free Money Market Fund
July 1, 2004 MTB Prime Money Market Fund
(formerly: Vision Institutional Prime Money Market Fund)
July 1, 2004 MTB Short Duration Government Bond Fund
(formerly: Vision Institutional Limited Duration U.S. Government Fund)
July 1, 2004 MTB Short-Term Corporate Bond Fund
July 1, 2004 MTB Small Cap Growth Fund
July 1, 2004 MTB Small Cap Stock Fund
(formerly: Vision Small Cap Stock Fund)
July 1, 2004 MTB Social Balanced Fund
July 1, 2004 MTB Tax Free Money Market Fund
July 1, 0000 XXX X.X. Government Bond Fund
(formerly: Vision U.S. Government Securities Fund)
July 1, 2004 MTB US. Government Money Market Fund
July 1, 0000 XXX X.X. Treasury Money Market Fund
(formerly: Vision Treasury Money Market Fund)
SCHEDULE A
Fees and Expenses
Pursuant to Article 4 of the Agreement for Transfer Agency Services for
MTB Group of Funds, dated as of July 1, 2004, the transfer agency fee schedule
is set forth as follows:
Annual Base Fees* - Per Cusip Charge
? A Shares $10,000.00
? B Shares $10,000.00
? C Shares $10,000.00
? S Shares $10,000.00
? Institutional Shares $10,000.00
? Institutional I Shares $10,000.00
? Institutional II Shares $10,000.00
? Variable Annuity Shares $10,000.00
Annual Account Fees* - Per Account Charge
? Daily Dividend Fund $9.00
? Non-Daily Dividend Fund $5.00
Out-of-Pocket Expenses**
Out-of-Pocket Expenses may include, but are not limited to, the following:
? Postage (including overnight courier service)
? Statement Stock
? Envelopes
? Telephones
? Telecommunication Charges (including FAX and Dedicated Line Charges)
? Travel
? Forms
? Supplies
? Microfiche/CD Rom
? Computer Access Charges
? Customized Programming and Reporting
? Disaster Recovery
? Other as Incurred
* Fees are annualized and will be prorated on a monthly basis for billing
purposes. ** Out-of-Pocket Expenses are not covered by the above fees and will
be charged as incurred and billed separately.
WITNESS the due execution hereof as of the 1st day of July, 2004.
MTB GROUP OF FUNDS
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Executive Officer
BOSTON FINANCIAL DATA SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Operating Officer
