Exhibit h(i) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
RECORDKEEPING AGREEMENT
This Agreement is entered into between
("Recordkeeping Agent") and Federated Shareholder Services
Company ("FSSC"), as agent for the MTB Group of Funds ("Funds"). Unless
otherwise defined, Section 16 of this Agreement sets forth the definitions
for capitalized terms used in this Agreement.
1. RECORDKEEPING SERVICES
(a) Recordkeeping Agent shall provide, or cause to be provided, the
following "Recordkeeping Services" for each Sub-Account (as defined below).
All Recordkeeping Services will be effected in accordance with each Fund's
then current Prospectus:
(i) Sub-Accounting. Recordkeeping Agent will maintain sub-accounts
(each a "Sub-Account" and collectively the "Sub-Accounts") for its
customers with respect to Shares held by Recordkeeping Agent on behalf of
its customers through one or more omnibus or master accounts in each Fund
(individually an "Account" and collectively, the "Accounts").
Recordkeeping Agent will reconcile the balances and transactions in the
Accounts with the Sub-Accounts on each business day.
(ii) Aggregating and processing purchase and redemption orders.
Recordkeeping Agent will execute for its customers any purchase,
redemption or exchange in the Shares at their net asset value and process
the net amount of such transactions through the Accounts on each business
day.
(iii) Providing customer confirmations and Sub-Account statements.
Recordkeeping Agent will prepare and deliver trade confirmations and
statements showing each customer's Share activity in their Sub-Account.
(iv) Processing dividend payments. Upon payment by the Funds of any
dividend to Shareholders, Recordkeeping Agent will process and pay to its
customers their respective share of such dividends.
(v) Forwarding shareholder communications. Recordkeeping Agent will
forward to its customers that are Shareholders all Disclosure Documents
that the Funds are required to deliver to their Shareholders. With
respect to any Shares, Disclosure Documents include the Prospectus
(including the SAI if expressly requested), the Fund's annual or
semi-annual reports, proxies for Shareholder meetings and tax notices. In
addition, Recordkeeping Agent will send to any customer that is a
Shareholder a copy of any requested Disclosure Document within three
business days of such request.
(vi) Proxies. Recordkeeping Agent will receive, tabulate, and
transmit to the Funds all proxies executed by its customers and will vote
and transmit proxies for any Shares over which Recordkeeping Agent has
discretionary voting authority.
(vii) Tax Reporting. Recordkeeping Agent shall provide to any customer
that is a Shareholder, and shall file with the Internal Revenue Service,
and any state or local tax authority, all forms, reports, certificates or
other documents required by law with respect to any distributions or
transactions involving Shares held in any Sub-Account. Recordkeeping
Agent shall obtain the taxpayer identification number certification from
its customers required under the Internal Revenue Code and shall withhold
and pay to the Internal Revenue Service or other appropriate authority any
backup withholding required from any of its customers.
(b) FSSC will establish Account(s) in Recordkeeping Agent's name, or such
other name as Recordkeeping Agent shall specify, in each Fund and class of
Shares for which Recordkeeping Agent maintains any Sub-Accounts. FSSC will
provide Recordkeeping Agent with the following for each Account:
(i) the net asset value per Share on each day for which a net asset
value is calculated in accordance with each Fund's Prospectus;
(ii) confirmations of all transactions in each Account on each
business day;
(iii) the amount and ex-date of any dividends declared on Shares held
in the Account and, in the case of income Funds, the daily accrual factor
(mil rate) for the Shares;
(iv) copies of the then-current Disclosure Documents requested by
Recordkeeping Agent to satisfy its obligations under Section 1(a)(v); and
(v) Account level tax information reasonably necessary to permit
Recordkeeping Agent to prepare any tax reports required by Section
1(a)(vii).
(c) With respect to Recordkeeping Services provided under this Agreement,
the parties agree to be bound by the Operational Guidelines. For purposes of
this section with respect to any Shares, a "business day" is any day on which
the Recordkeeping Agent and the Fund issuing such Shares are open for
business.
2. RECORDKEEPING FEE
(a) During the term of this Agreement, Recordkeeping Agent will be entitled
to receive Recordkeeping Fees paid by FSSC on behalf of each Fund as set
forth in Schedule 1 to this Agreement provided that, no recordkeeping fees
will be paid in any given payment period unless the applicable fee exceeds
the minimum fee amount set forth in Schedule 1. FSSC shall pay any amounts
owed to Recordkeeping Agent in accordance with its regular payment schedules
and in no event less frequently than quarterly.
(b) In connection with such payments, Recordkeeping Agent shall provide to
FSSC an invoice no more frequently than monthly and no less frequently than
quarterly, setting forth the average daily net asset value of open
Sub-Accounts invested in the Funds, the daily weighted average number of
Sub-Accounts maintained by Recordkeeping Agent in the Funds and the
appropriate fee to be paid to Recordkeeping Agent.
(c) All Recordkeeping Services will be performed at Recordkeeping Agent's
expense, provided that Recordkeeping Agent shall not have to pay the cost of
producing Disclosure Documents.
3. NATURE OF RECORDKEEPING SERVICES
(a) The parties agree that the payment of the Recordkeeping Fee is for
Recordkeeping Services only and not for any other services.
(b) Recordkeeping Agent will not be performing any of the transfer agency
functions set forth in Section 3(a)(25) of the 1934 Act. As such,
Recordkeeping Agent's Sub-Accounts do not constitute the Fund's records and
any errors in the Sub-Account are Recordkeeping Agent's responsibility. FSSC
will act only on instructions given by Recordkeeping Agent and not on
instructions of any customers purporting to have beneficial ownership of any
Shares held in the Account.
4. REPRESENTATIONS
(a) Each party represents and warrants to the other party that:
(i) Status. It is duly organized and validly existing under the laws
of the jurisdiction of its organization or incorporation and, if relevant
under such laws, in good standing.
(ii) Powers. It has the power to execute this Agreement and any other
documentation relating to this Agreement to which it is a party, to
deliver this Agreement and any other documentation relating to this
Agreement that it is required by this Agreement to deliver and to perform
its obligations under this Agreement and has taken all necessary action to
authorize such execution, delivery and performance.
(iii) No Violation or Conflict. Such execution, delivery and
performance do not violate or conflict with any law applicable to it, any
provision of its constitutional documents, any order or judgment of any
court or other agency of government applicable to it or any contractual
restriction binding on or affecting it.
(iv) Obligations Binding. Its obligations under this Agreement
constitute its legal, valid and binding obligations, enforceable in
accordance with their respective terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting
creditors' rights generally and subject, as to enforceability, to
equitable principles of general application regardless of whether
enforcement is sought in a proceeding in equity or law).
(v) Compliance with Laws. It will comply with all applicable laws
and orders to which it may be subject if failure to do so would materially
impair its ability to perform its obligations under this Agreement.
(vi) Party Names. Neither party will use the name of the other party
in any manner without the other party's written consent, except as
required by any applicable federal or state law, rule or regulation, and
except pursuant to any mutually agreed upon promotional programs.
(b) Recordkeeping Agent represents and warrants to FSSC that:
(i) Customer Account. Recordkeeping Agent holds all Shares in any
Account on behalf of its customers and not on its own behalf.
(ii) Disclosure. Recordkeeping Agent will not make any
representations concerning any Shares other than those contained in the
Disclosure Documents of the applicable Fund.
(iii) Authorized Instructions. Any purchase orders and redemption and
exchange requests communicated to FSSC for the Account ("Instructions")
with respect to Shares held by the Sub-Accounts, are valid and duly
authorized by the Recordkeeping Agent's customers.
(iv) Internal Controls. Recordkeeping Agent has, and will maintain at
all times during the term of this Agreement, appropriate internal controls
for the segregation of Instructions received prior to the close of trading
on the New York Stock exchange on any business day, from Instructions
received after the close of trading on the New York Stock Exchange on any
business day, as and to the extent required by applicable SEC no-action
letters, and/or other applicable authority.
(c) FSSC represents to Recordkeeping Agent that any fees paid under this
Agreement will be paid by the Funds, and will not be derived, directly or
indirectly from any Fund distribution plan adopted pursuant to Rule 12b-1 of
the 1940 Act.
5. USE OF ELECTRONIC MEANS TO PERFORM CERTAIN DUTIES AND RECEIVE DOCUMENTS
(a) The parties may agree from time to time to set appropriate security
procedures and to perform electronically certain of their obligations under
this Agreement, including without limitation the delivery of Disclosure
Documents, opening Accounts, transmitting Instructions, and delivering and
maintaining shareholder communications.
(b) Where Recordkeeping Agent (i) has obtained the informed consent of the
underlying beneficial owner of a Sub-Account, and (ii) is the record owner of
such Sub-Account, Recordkeeping Agent hereby consents to the electronic
delivery, via FSSC's website ("Website"), of all Disclosure Documents.
Recordkeeping Agent acknowledges that FSSC utilizes portable document format
("PDF") files for Disclosure Documents on the Website and that Recordkeeping
Agent might incur costs in connection with the delivery of Disclosure
Documents (e.g., on-line time). If Recordkeeping Agent does not already have
access to the Adobe Acrobat Reader software necessary to view PDF files of
Disclosure Documents on the Website, Recordkeeping Agent acknowledges that
such software can be obtained for free through the Help tab on the Website.
Recordkeeping Agent further acknowledges that notice of updates to the
Disclosure Documents will be provided by FSSC, as appropriate, on the Account
statement that is regularly provided to Recordkeeping Agent.
(c) Recordkeeping Agent acknowledges and agrees that FSSC (i) offers the
Website solely as a convenience on an "as is" and "as available" basis;
subject to the terms and conditions specified on the Website from time to
time (ii) may discontinue the Website's availability at any time; and
(iii) disclaims all express and implied warranties regarding the Website,
including without limitation any warranty of merchantability, fitness for a
particular purpose, or arising from course of dealing or performance.
Recordkeeping Agent further acknowledges and agrees that in no event will
FSSC, any Fund, or any of their affiliates or employees be liable (in
contract, tort, or otherwise) to Recordkeeping Agent, its registered
representatives, or third parties for (i) Recordkeeping Agent's use or
non-use of the Website and any data or information in connection therewith;
(ii) any delay, malfunction, or lack of security associated with, or caused
by, the Website; or (iii) acts or omissions of third parties, including
without limitation any entity which has licensed software or systems to FSSC
or any of its affiliates in connection with the Website. Except as strictly
necessary pursuant to this Agreement, Recordkeeping Agent will not make or
permit any disclosure or use of the Website or any related documentation or
information without FSSC's prior written consent. Recordkeeping Agent agrees
to provide such security necessary to prevent any unauthorized use of the
Website. The provisions of this paragraph will survive the termination of
this Agreement.
(d) As a condition to using the Website, Recordkeeping Agent will complete
and regularly update, or cause to be updated, all such applications,
authorizations, and other documents that may be required from time to time by
FSSC and any entity that has licensed software or systems to FSSC in
connection with the Website. In addition, Recordkeeping Agent will
immediately notify FSSC if any password issued to Recordkeeping Agent in
connection herewith is or may be jeopardized.
(e) Recordkeeping Agent agrees to provide such security as is necessary to
prevent any unauthorized use of the Funds' recordkeeping system, accessed via
any computer hardware or software provided to Recordkeeping Agent by FSSC.
Recordkeeping Agent represents and warrants that it has examined and tested
the internal systems that it has developed to support the services outlined
in this Agreement and, as of the date of this Agreement, has no knowledge of
any situation or circumstance that will inhibit the system's ability to
perform the expected functions or inhibit Recordkeeping Agent's ability to
provide the expected services.
6. MAINTENANCE OF RECORDS
(a) Recordkeeping Agent will maintain and preserve all records as required
by law to be maintained and preserved in connection with providing
Recordkeeping Services. Upon the request of FSSC, Recordkeeping Agent will
provide copies of all records relating to the Funds as may reasonably be
requested to enable the Funds or their representatives to (i) respond to the
directors/trustees requests for information; (ii) monitor and review the
services provided under this agreement; or (iii) comply with any request of a
governmental body or self-regulatory organization. Recordkeeping Agent will
provide FSSC with access to the books and records in its possession relating
to the Sub-Accounts upon reasonable notice during Recordkeeping Agent's
normal business hours.
(b) If, based on a review of these records or other information, FSSC in
its reasonable judgment has any concerns regarding the adequacy of
Recordkeeping Agent's controls or financial viability, FSSC may request and
Recordkeeping Agent will provide, copies of (i) a report completed by
independent public accountants in conformance with Statement on Auditing
Standards # 70, if applicable; (ii) the Annual Study and Evaluation of
Internal Accounting Control required under Section 17Ad-13 of the Exchange
Act, if applicable; (iii) Recordkeeping Agent's audited financial statements;
and (iv) certificates of insurance for any policies applicable to
Recordkeeping Services, including without limitation errors and omissions or
fidelity bonds.
7. INDEMNIFICATION
(a) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of FSSC and
the Funds and their respective officers, directors, or employees (each a
"Fund Indemnified Party"), Recordkeeping Agent agrees to indemnify each Fund
Indemnified Party against any and all claims, demands, liabilities (including
the amount of any resulting dilution in a Fund's net asset value) and
reasonable expenses (including attorneys' fees) which any Fund Indemnified
Party may incur arising from, related to, or otherwise connected with:
(i) any breach by Recordkeeping Agent of any provision of this Agreement; or
(ii) any action by Recordkeeping Agent's Sub-Account customers relating to
the actual or alleged performance or non-performance of the Recordkeeping
Services under this Agreement. In no event shall Recordkeeping Agent be
liable to FSSC for special, indirect or consequential damages, or lost
profits or loss of business, arising under or in connection with any event
described in (i) or (ii) above.
(b) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of
Recordkeeping Agent and its officers, directors, or employees (each a
"Recordkeeping Agent Indemnified Party"), FSSC agrees to indemnify each
Recordkeeping Agent Indemnified Party against any and all claims, demands,
liabilities and reasonable expenses (including attorneys' fees) which any
Recordkeeping Agent Indemnified Party may incur arising from, related to, or
otherwise connected with, any breach by FSSC of any provision of this
Agreement. In no event shall FSSC be liable to Recordkeeping Agent for
special, indirect or consequential damages, or lost profits or loss of
business, arising under or in connection with any such breach.
(c) The parties' agreement in this Paragraph to indemnify each other is
conditioned upon the party entitled to indemnification ("Claimant") giving
notice to the party required to provide indemnification ("Indemnifier")
promptly after the summons or other first legal process for any claim as to
which indemnity may be sought is served on the Claimant. The Claimant will
permit the Indemnifier to assume the defense of any such claim or any
litigation resulting from it, provided that Indemnifier's counsel that is
conducting the defense of such claim or litigation will be approved by the
Claimant (which approval will not unreasonably be withheld), and that the
Claimant may participate in such defense at its expense. The failure of the
Claimant to give notice as provided in this subparagraph (c) will not relieve
the Indemnifier from any liability other than its indemnity obligation under
this Paragraph. No Indemnifier, in the defense of any such claim or
litigation, will, without the consent of the Claimant, consent to entry of
any judgment or enter into any settlement that does not include as an
unconditional term the giving by the alleging party or plaintiff to the
Claimant of a release from all liability in respect to such claim or
litigation.
(d) The provisions of this Section will survive the termination of this
Agreement.
8. PRIVACY POLICY
(a) Each party acknowledges that, in connection with the Recordkeeping
Services to be provided hereunder, each may come into possession of
non-public personal information regarding customers of the other ("Customer
NPI").
(b) Each party hereby covenants that any Customer NPI which a party
receives from the other will be subject to the following limitations and
restrictions:
(i) Each party may redisclose Customer NPI to its own affiliates, who
will be limited by the same disclosure and use restrictions that are
imposed on the parties under this Agreement; and
(ii) Each party may redisclose and use Customer NPI only as necessary
in the ordinary course of business to provide the services identified in
the Agreement except as permitted under Regulation S-P and as required by
any applicable federal or state law.
(c) Each party represents and warrants that it has implemented, and will
continue to carry out for the term of the Agreement, policies and procedures
reasonably designed to:
(i) Insure the security and confidentiality of records and Customer
NPI,
(ii) Protect against any anticipated threats or hazards to the
security or integrity of customer records and Customer NPI, and
(iii) Protect against unauthorized access or use of such customer
records or Customer NPI that could result in substantial harm or
inconvenience to any customer.
(d) The provisions of this Section shall survive the termination of the
Agreement.
9. NOTICES
(a) Except as otherwise specifically provided in this Agreement, all
notices required or permitted to be given pursuant to this Agreement will be
given in writing and delivered by personal delivery or by postage prepaid,
registered or certified United States first class mail, return receipt
requested, overnight courier services, or by fax or e-mail (with a confirming
copy by mail).
(b) Unless otherwise notified in writing, all notices to FSSC will be given
or sent to:
Federated Shareholder Services Company
Federated Investors Tower
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: President
With a copy to the attention of: General Counsel, at the address above.
(c) Unless otherwise notified in writing, all notices to Recordkeeping
Agent will be given or sent to it at its address shown on the next page.
10. ASSIGNMENTS AND NO THIRD-PARTY RIGHTS
(a) This Agreement may not be assigned or subcontracted by either party,
without the prior written consent of the other party, except that (i) either
party may assign or subcontract this Agreement to an affiliate having the
same ultimate ownership as the assigning or subcontracting party and
(ii) FSSC may, on behalf of the Funds, instruct the Funds' transfer agent to
discharge some or all of its obligations hereunder, in either case without
such consent. Subject to the preceding, this Agreement will apply to, be
binding in all respects upon, and inure to the benefit of permitted assigns
and subcontractors of the parties. In no event shall FSSC or the Funds be
obligated to make any payment under this Agreement to any person other than
Recordkeeping Agent.
(b) Nothing expressed or referred to in this Agreement will be construed to
give anyone other than the parties to this Agreement any legal or equitable
right, remedy or claim under or with respect to this Agreement or any
provision of this Agreement. This Agreement and all of its provisions and
conditions are for the sole and exclusive benefit of the parties to this
Agreement and their permitted assigns and subcontractors.
11. NON-EXCLUSIVITY
FSSC acknowledges and agrees that Recordkeeping Agent may enter into
agreements similar to this Agreement with other mutual funds and transfer
agents. Recordkeeping Agent acknowledges and agrees that FSSC and the Funds
may enter into agreements similar to this Agreement with other financial
Recordkeeping Agents, securities brokers and dealers, recordkeepers and other
organizations providing Recordkeeping Services to their customers.
12. FORCE MAJEURE
If either Party is unable to carry out any of its obligations under this
Agreement because of conditions beyond its reasonable control, including, but
not limited to, acts of war or terrorism, work stoppages, fire, civil
disobedience, delays associated with hardware malfunction or availability,
riots, rebellions, storms, electrical failures, acts of God, and similar
occurrences ("Force Majeure"), this Agreement will remain in effect and the
non-performing party's obligations shall be suspended without liability for a
period equal to the period of the continuing Force Majeure (which such period
shall not exceed fifteen (15) business days), provided that:
(i) the non-performing party gives the other party prompt notice
describing the Force Majeure, including the nature of the occurrence and
its expected duration and, where reasonably practicable, continues to
furnish regular reports with respect thereto during the period of Force
Majeure;
(ii) the suspension of obligations is of no greater scope and of no
longer duration than is required by the Force Majeure;
(iii) no obligations of either party that accrued before the Force
Majeure are excused as a result of the Force Majeure;
(iv) the non-performing Party uses all reasonable efforts to remedy
its inability to perform as quickly as possible.
13. AMENDMENT
This Agreement may be amended, only by a writing signed by both parties,
provided that FSSC may amend Schedule 1 from time to time by sending a copy
of the amended schedule to Recordkeeping Agent. Any such amendment shall be
effective ten (10) days after notice thereof.
14. TERMINATION
(a) This Agreement may be terminated as follows:
(i) upon a material breach by either party immediately after notice
thereof; and
(ii) by either party without cause by giving the other party at least
thirty (30) days' written notice of its intention to terminate.
(b) The termination of this Agreement with respect to any one class of
Shares or Fund will not cause the Agreement's termination with respect to any
other Fund.
(c) Recordkeeping Agent will be obligated to return any payments made to it
by FSSC following an event which causes the immediate termination of the
Agreement.
15. MISCELLANEOUS
(a) This Agreement will become effective as of the date executed by FSSC.
(b) This Agreement supersedes any prior agreements between the parties with
respect to its subject matter and constitutes (along with its Schedules and
Exhibits) a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter.
(c) This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the
same instrument.
(d) If any provision of this Agreement is held invalid or unenforceable,
the other provisions of this Agreement will remain in full force and effect.
Any provision of this Agreement held invalid or unenforceable only in part or
degree will remain in full force and effect to the extent not held invalid or
unenforceable.
(e) This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania, without regard to conflicts of laws principles thereof.
16. DEFINITIONS OF TERMS
(a) "1934 Act" means the Securities Exchange Act of 1934, and "1940 Act"
means the Investment Company Act of 1940, in each case as amended and in
effect at the relevant time.
(b) "Fund" means each individual portfolio of MTB Group of Funds set forth
on Schedule 1 to this Agreement from time to time. "Funds" means the MTB
Group of Funds, collectively.
(c) "Operational Guidelines" means those procedures established between
FSSC and Recordkeeping Agent as appended hereto as Exhibit A.
(d) "Prospectus" means, with respect to any Shares the most recent
Prospectus and Statement of Additional Information and any supplement
thereto, pursuant to which a Fund publicly offers the Shares; provided,
however, that this definition shall not be construed to require FSSC,
Recordkeeping Agent or any Fund to deliver any Statement of Additional
Information other than at the express request of Recordkeeping Agent's
customer.
(e) "SEC" means the Securities and Exchange Commission.
(f) "Shares" means (1) shares of beneficial interest in a Fund organized as
a business trust; and (2) shares of capital stock in a Fund organized as a
corporation. With respect to a Fund that has established separate classes of
Shares in accordance with Rule 18f-3 under the 1940 Act, Shares refers to the
relevant class. "Shareholder" means the beneficial owner of any Share.
IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth
below by a duly authorized officer of each party.
FEDERATED SHAREHOLDER SERVICES COMPANY
By:
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Name:
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Title:
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Date:
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RECORDKEEPING AGENT
(please print or type)
By:
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Name:
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Title:
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Date:
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Address
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City State Zip Code
SCHEDULE 1
2
Schedule 1 to Recordkeeping Agreement
SCHEDULE 1
Schedule 1 to Recordkeeping Agreement
RECORDKEEPING AGREEMENT
FEE SCHEDULE
Recordkeeping Agent shall receive a fee at the rates set forth
below.
o $7.00 per Sub-Account
The amount of the fee shall be determined and shall become payable as of the
last business day of each quarter. Upon FSSC's request, Recordkeeping Agent
will provide the Funds and FSSC with an audit report of the records upon
which such numbers are based.
It is understood and agreed that FSSC makes no representation or warranty as
to whether payment of the fees contemplated herein with respect to a
retirement plan constitutes a prohibited transaction as defined in Section
406 of The Employee Retirement Income Security Act of 1974 (ERISA) (29 U.S.C.
Sec. 1106), or Section 4975 of The Internal Revenue Code of 1986 as amended
(IRC) (26 U.S.C. Sec. 4975).
MTB Group of Funds:
MTB Balanced Fund
MTB Equity Income Fund
MTB Equity Index Fund
MTB Income Fund
MTB International Equity Fund
MTB Intermediate-Term Bond 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 - Aggressive Growth
MTB Managed Allocation - Conservative Growth
MTB Managed Allocation - Moderate Growth
MTB Managed Allocation - 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 NY Municipal Bond Fund
MTB NY Tax Free Money Market Fund
MTB Pennsylvania Muni Bond Fund
MTB Pennsylvania Tax Free Money Market Fund
MTB Prime Money Market Fund
MTB Short Duration Government Bond Fund
MTB Short-Term Corporate Bond Fund
MTB Small Cap Growth Fund
MTB Small Cap Stock Fund
MTB Social Balanced Fund
MTB Tax Free Money Market Fund
MTB US Government Bond Fund
MTB US Government Money Market Fund
MTB US Treasury Money Market Fund
EXHIBIT A
Exhibit A to Recordkeeping Agreement
OPERATIONAL GUIDELINES
EXHIBIT A
2
Exhibit A to Recordkeeping Agreement
(a) Recordkeeping Agent will, on behalf of FSSC, receive instructions from
the Sub-Accounts for acceptance prior to the applicable cut-off time for a
Fund as set forth in such Fund's then current Prospectus ("Close of Trading")
on each business day that the New York Stock Exchange, the Recordkeeping
Agent and the Fund issuing such Shares are open for business ("Business
Day"). Recordkeeping Agent will, upon its acceptance of any such
instructions, communicate such acceptance to the Sub-Accounts.
(b) Recordkeeping Agent or its designee will communicate to FSSC, by means
of electronic transmission or other mutually acceptable means, a report of
the trading activity of each Account in any of the Funds for the most recent
Business Day in accordance with each Fund's prospectus. However, if
Recordkeeping Agent will be communicating such information after the Close of
Trading, then the Recordkeeping Agent will be considered the Fund's agent for
purposes of Rule 22c-1 of the Investment Company Act of 1940, as amended, and
the procedures outlined in the National Securities Clearing Corporation's
("NSCC") Rules and Procedures, as the same may be amended from time to time,
shall apply. In the event of the unavailability of the NSCC at any time, the
following procedures will apply:
(i) FSSC shall use its best efforts to provide information listed in
Section 1(b) of the Agreement to Recordkeeping Agent by means of
electronic transmission or other mutually acceptable means by 7:00 p.m.
Eastern Time on each Business Day.
(ii) Recordkeeping Agent or its designee will communicate to FSSC, by
means of electronic transmission or other mutually acceptable means, a
report of the trading activity of each Account in any of the Funds for the
most recent Business Day ("Trade Date") by 9:00 a.m. Eastern Time on the
Business Day following the Trade Date ("Settlement Date"). The number of
shares to be purchased or redeemed for a Sub-Account will be determined
based upon the net asset value at the Close of Trading on the Trade Date,
provided that, if FSSC receives the trading information called for by this
sub-paragraph after 9:00 a.m. Eastern Time on a Settlement Date, FSSC will
use its best efforts to enter an Account's purchase or redemption order at
the net asset value at the Close of Trading on the Trade Date, but if FSSC
is unable to do so, the transaction will be entered at the net asset value
next determined after FSSC receives the trading information.
(iii) In the event there is a net purchase for an Account in any Fund,
Recordkeeping Agent or its designee will exercise its best efforts to
direct wire payment in the dollar amount of the net purchase to be
received by FSSC by the close of the Federal Reserve Wire Transfer System
on the Settlement Date. If the wire is not received by FSSC by such time,
and such delay was not caused by the negligence or willful misconduct of
FSSC, FSSC shall be entitled to receive from Recordkeeping Agent the
dollar amount of any overdraft plus any associated bank charges incurred.
(iv) In the event there is a net redemption by an Account in any Fund,
FSSC will wire the redemption proceeds to the Account's custodial account,
or to the designated depository for an Account, specified by Recordkeeping
Agent or its designee. If FSSC receives the redemption information by
9:00 a.m. Eastern Time on the Settlement Date, the redemption proceeds
will be wired so as to be received on the Settlement Date. If FSSC
receives the redemption information after that time, FSSC will use its
best efforts to wire the redemption proceeds so that they are received by
the Close of Trading on the Settlement Date, but if FSSC is unable to do
so, the redemption proceeds will be wired so as to be received by the
Close of Trading on the Business Day following the Settlement Date. If
the wire is not received by the time specified in this sub-paragraph, and
such delay was not caused by the negligence or willful misconduct of
Recordkeeping Agent or its designee, Recordkeeping Agent or Recordkeeping
Agent's designee shall be entitled to receive from FSSC the dollar amount
of any overdraft plus any associated bank charges incurred; provided,
however, that if the delay was due to factors beyond the control of FSSC
and its subsidiaries, FSSC will not be liable for any overdraft or any
associated bank charges incurred.
(v) If the dollar amount of the redemption proceeds wired by FSSC
exceeds the amount that should have been transmitted, Recordkeeping Agent
will use its best efforts to have such excess amount returned to FSSC as
soon as possible.
(vi) All wire payments referenced in this Agreement shall be
transmitted via the Federal Reserve Wire Transfer System. Notwithstanding
any other provision of this Agreement, in the event that the Federal
Reserve Wire Transfer System is closed on any Business Day, the duties of
FSSC, Recordkeeping Agent, and their designees under this Agreement shall
be suspended, and shall resume on the next Business Day that the Federal
Reserve Wire Transfer System is open as if such period of suspension had
not occurred.
(c) In the event a Fund is required (under the then prevailing pricing
error guidelines of the Fund) to recalculate purchases and redemptions on any
business day of Shares held in an Account due to an error in calculating the
net asset value of such class of Shares (a "Pricing Error"):
(i) FSSC shall promptly notify Recordkeeping Agent in writing of the
Pricing Error, which written notice shall identify the class of Shares,
the business day(s) on which the Pricing Error(s) occurred and the
corrected net asset value of the Shares on each business day.
(ii) Upon such notification, Recordkeeping Agent shall promptly
determine, for all Sub-Accounts which purchased or redeemed Shares on each
business day on which a Pricing Error occurred, the correct number of
Shares purchased or redeemed using the corrected price and the amount of
transaction proceeds actually paid or received. Following such
determination, the Recordkeeping Agent shall adjust the number of Shares
held in each Sub-Account to the extent necessary to reflect the correct
number of Shares purchased or redeemed for the Sub-Account. Following
such determination, Recordkeeping Agent shall notify FSSC of the net
changes in transactions for the relevant Account and FSSC shall adjust the
Account accordingly.
(iii) If, after taking into account the adjustments required by
subparagraph (c)(ii), Recordkeeping Agent determines that some Sub-Account
customers were still entitled to additional redemption proceeds (a
"Redemption Shortfall"), it shall notify FSSC of the aggregate amount of
the Redemption Shortfalls and provide supporting documentation for such
amount. Upon receipt of such documentation, FSSC will cause the relevant
Fund to remit to Recordkeeping Agent additional redemption proceeds in the
amount of such Redemption Shortfalls and Recordkeeping Agent will apply
such funds to payment of the Redemption Shortfalls.
(iv) If, after taking into account the adjustments required by
subparagraph (c)(ii), Recordkeeping Agent determines that a Sub-Account
customer still received excess redemption proceeds (a "Redemption
Overage"), Recordkeeping Agent shall use its best efforts to collect the
balance of such Redemption Overage from such Sub-Account customer. In no
event, however, shall Recordkeeping Agent be liable to FSSC or any Fund
for any Redemption Overage. Nothing in this subparagraph (c) shall be
deemed to limit the right of any Fund to recover any Redemption Overage
directly or to be indemnified by any party for losses arising from a
Pricing Error.
(a) 3 Schedule 2 to Recordkeeping Agreement
