Exhibit (h)(xxvi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDMENT TO AMENDED AND RESTATED
FINANCIAL ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT
AMENDMENT, made as of June 30, 2005 to the Amended and Restated Financial
Administration and Accounting Services Agreement dated as of August 22, 2003
(the "Agreement"), 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 the Agreement for
the provision by State Street of certain financial administrative and accounting
services on behalf of certain portfolios of the Trust (the "Portfolios"); and
WHEREAS, the Trust and State Street wish to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
A. Pursuant to Section III.a. of the Agreement entitled "Duties of
State Street - As the Financial Administrator," State Street agrees
to perform the following tax administration services for the
Portfolios listed on Exhibit A to the Agreement, as such Exhibit
may be amended from time to time:
Tax Administration Services:
{circle}Prepare and review annual federal income tax basis
provisions for both excise and income tax purposes;
{circle}Prepare each Portfolio's federal, state, and local
income tax returns and extension requests for review by the
Trust's independent accountants and execution and filing by the
Trust's treasurer, including Form 1120-RIC, Form 8613 and Form
1099-MISC;
{circle}Coordinate information for Forms 1042/1042S with the
Trust's transfer agent;
{circle}Prepare, calculate and/or review information for FORM
1099 DIV and inserts, including treasury income percentages,
dividend received deduction (DRD) information, state income
percentage breakdowns, foreign tax credit information, AMT
percentages, qualified dividend income (QDI) percentages,
Return of Capital amounts, if applicable, Florida intangibles
and various sate specific capital gain information;
{circle}Prepare and review periodic tests of the portfolios for
compliance with Internal Revenue Code mandatory qualification
requirements and provide Sub Chapter M results to the Treasurer
or fund auditor on a quarterly basis; prepare and review
periodic tests of the variable annuity portfolios for
compliance with Internal Revenue Code Sub Chapter L (Section
817) Issuer Diversification and provide results to the
Treasurer or fund auditor on a monthly and quarterly basis;
{circle}Prepare and review periodic income distribution
calculations and annual minimum distribution calculations
(income and capital gain) prior to their declaration, providing
such calculations to the Administrator's Treasury Department at
least two (2) days prior to the ex-date of capital gain
distributions, or other agreed upon date. The financial
administrator will characterize the type of capital gain
distributions, including, as applicable, long-term or short-
term capital gain and type of long-term capital gain (ie., 15%
or 20%);
{circle}Provide administrator with capital gain distribution
estimates as of 8/31, 9/30 and 10/31;
{circle}Provide and review income and capital gain tax
adjustments for each Portfolio, including
1.) Market discount at disposition/1276 reclass
2.) REMIC accretion/amortization adjustments
3.) Litigation recovery
4.) Paydown gain or loss reclass
5.) Corporate actions
6.) Defaulted securities
B. 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
and initially set forth in the Fee Schedule to this Amendment.
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 prior Agreement, this Amendment shall control, but the prior
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
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