Exhibit m(vi) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
CONTRACT DEFINING RESPONSIBILITY FOR FEES UNDER
NON-CONFORMING DEALER AGREEMENTS
THIS CONTRACT DEFINING RESPONSIBILITY FOR FEES UNDER NON-CONFORMING DEALER
AGREEMENTS (this "Contract") is made effective as of the 9th day of December,
2004, by MTB Investment Advisors, Inc. ("MTBIA"), Edgewood Services, Inc.,
Federated Securities Corp. and Federated Shareholder Services Company (together,
"Federated") and MTB Group of Funds (the "Funds").
WITNESSETH:
WHEREAS, the Funds and/or Federated, are parties to certain agreements with
dealers and other financial institutions ("Institutions") listed on Annex A to
this Contract ("Dealer Agreements"); and
WHEREAS, the Dealer Agreements provide for the payment by the Funds and/or
Federated of certain fees to Institutions in connection with the provision by
the Institution of: (i) various distribution related and/or recordkeeping and
administrative services for shareholders of the Funds ("Rule 12b-1 Fees'); and
(ii) certain personal services for shareholders and maintenance of shareholder
accounts ("Shareholder Services Fees"); and
WHEREAS, the total fees payable under a Dealer Agreement may at any time
exceed the maximum amounts of Rule 12b-1 Fees and Shareholder Services Fees
which the Fund is able to pay or is otherwise accruing for payment under the
Fund's Rule 12b-1 Plan and Shareholder Services Plan (together the "Plans"), as
disclosed in such Fund's current prospectus (the "Maximum Amounts"); and
WHEREAS, MTBIA, as investment adviser to the Funds, derives substantial
direct and indirect benefits as a result of the Institutions providing these
services to the Funds under the Dealer Agreements.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
covenants set forth below, the parties hereto, intending to bound, hereby agree
as follows:
1. The parties will amend this Agreement from time to time to reflect the
addition or deletion of Dealer Agreements that may require the payment of
Excess Amounts (as defined below).
2. With respect to each Dealer Agreement listed in Annex A, MTBIA will pay
directly to the Institution, in accordance with the terms of the applicable
Dealer Agreement, the amount by which the fees payable under the Dealer
Agreement exceed the Maximum Amounts payable under that Dealer Agreement
(such amount, the "Excess Amount").
3. MTBIA agrees to indemnify and hold harmless Federated, the Funds and each
of their directors, trustees, officers, employees, agents and each person,
if any, who controls them within the meaning of the Securities Act of 1933
(the "Indemnified Parties") against any losses, claims, damages,
liabilities or expenses (including the amount of any resulting dilution in
a Fund's net asset value) to which any of them may become subject insofar
as those losses, claims, damages, liabilities or expenses or actions in
respect thereof, arise out of or are based the failure of MTBIA to make any
payment it is obligated to make under Section 2 of this Contract.
MTBIA will reimburse the Indemnified Parties for any reasonable legal or
other expenses reasonably incurred, as incurred, by them in connection with
investigating or defending such loss, claim or action.
If any third party threatens to commence or commences any action for which
MTBIA may be required to indemnify an Indemnified Party, the Indemnified Party
shall promptly give notice thereof to MTBIA. MTBIA shall be entitled, at its own
expense and without limiting its obligations to indemnify the Indemnified Party,
to assume control of the defense of such action with counsel selected by MTBIA,
which counsel shall be reasonably satisfactory to the Indemnified Party. If
MTBIA assumes the control of the defense, the Indemnified Party may participate
in the defense of such claim at its own expense. In the event MTBIA, after
notification by the Indemnified Party of the commencement of an action, does not
elect to assume the defense of any such action, MTBIA will reimburse the
Indemnified Party(ies) named a defendant or defendants in such action for the
fees and expenses of one single counsel agreed upon by them. In any event, MTBIA
shall not be responsible for any claim settled or compromised, or for any
confession of judgment, without its prior written consent, which consent shall
not be unreasonably withheld.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed on their behalf by their duly authorized officers as of the day and
year written above.
EDGEWOOD SERVICES, INC. MTB INVESTMENT ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx
Title: President Title: Admin. Vice President
MTB GROUP OF FUNDS FEDERATED SECURITIES CORP.
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxx
Name: Xxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxx
Title: Vice President Title: President - Broker/Dealer
FEDERATED SHAREHOLDER
SERVICES COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
SCHEDULE A
TO
CONTRACT DEFINING RESPONSIBILITY FOR
FEES UNDER NON-CONFORMING DEALER AGREEMENTS
I. J.P. Xxxxxx Retirement Services LLC Recordkeeping Agreement
II Fidelity Brokerage LLC and National Financial Services Rule 12b-1
Agreement
