Exhibit h(iv) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of November 8, 2000 by and between 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 and State Street entered into a certain custody contract
dated as of November 8, 2000, as amended and in effect from time to time (the
"Custody Contract"), on behalf of certain portfolios of the Trust (the
"Portfolios");
WHEREAS, the Trust desires to retain State Street as financial administrator
(the "Financial Administrator") to furnish certain financial administrative
services on behalf of 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 under the
Custody Contract. 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 Company 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 under the
Custody Contract. 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 Company 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 authorized 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 business trust, duly organized, existing and in good standing
under the laws 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 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 capital stock.
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) of 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 SEC Rule 24f-2
notices 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 N-SAR with the appropriate regulatory
agencies;
16. Review text of "President's letters" to shareholders and "Management's
Discussion of Corporate Performance" (which shall also be subject
to review by the Trust's legal counsel); and
17. 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") or sources selected by the Adviser and reviewed 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 of 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 Securities and Exchange Commission.
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
Securities Act of 1933, as amended (the "1933 Act") and the 1940
Act and the Trust's Prospectus(es) and Statement(s) of Additional
Information (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 investment
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 as Exhibit A
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: Vision 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 during any twelve-month period shall be
limited to the aggregate amount of fees earned by State Street during the
last twelve months prior to the time the event giving rise to liability
occurs pursuant to: Article 3 of the Portfolio and Administrative Services
Agreement between Federated Services Company and State Street Bank and Trust
Company dated November 3, 1997, as may be amended from time to time; Article
XV of the Financial Administration and Accounting Services Agreement between
4 Winds Family of Funds and State Street Bank and Trust Company dated October
13, 2000, as may be amended from time to time; and Article XV hereunder.
Provided however, claims for any such actual or direct damages shall be paid
on a first come first serve basis to the Trust, Federated Services Company
and 4 Winds Family of Funds, as the case may be.
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 unless either party
terminates this Agreement as provided herein.
B. Termination. Either party may terminate this Agreement by 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.
[Remainder of Page Intentionally Blank]
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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice Chairman and Chief Operating Officer
VISION 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 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
Revised 4/29/05
STATE STREET
MTB Group of Funds
Custody, Fund Accounting and Fund Administration 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.
FUND ADMINISTRATION SERVICES:
Reporting/
Audit Coordination: Semi-annual and annual financial statement
preparation, NSAR preparation and filing, drafting of Form
24 notice, audit co-ordination 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,
distribution forecasting, NAV oversight
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 Fund 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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
=============================================================================
=============================================================================
TITLE: VICE PRESIDENT TITLE: SENIOR VICE PRESIDENT
=============================================================================
=============================================================================
DATE: 12/3/03 DATE: 12/15/03
-----------------------------------------------------------------------------
Exhibit # 1
Attachment to Custody, Fund Accounting and Fund Administration Fee Schedule
State Street
Global Custody Fee Schedule
MTB Group of Funds
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 TRANSACTION COUNTRY *HOLDING TRANSACTION
CHARGES IN CHARGES CHARGES IN CHARGES
BASIS POINTS (PER TRADE) BASIS POINTS (PER TRADE)
(ANNUAL FEE) (ANNUAL FEE)
=================================================================================================
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 45.0 $75
Republic
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
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 & 35.0 $100
Tobago
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
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 5.0 $25
Kingdom
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
2
::ODMA\PCDOCS\PGHLIB\1557839\1
Page 2 of 19
STATE STREET BANK - MUTUAL FUNDS
PRICE SOURCE AUTHORIZATION
FUND: VISION FUNDS
-----------------------------------------------
SIGNATURE:
--------------------------
---------------------------------------------------------------------------------------------------------
INVESTMENT BRIDGE BRIDGE BRIDGE OPTIONS (3) (2) (1) (1)
--------
TYPE NYSE NASDAQ INTERNATIONAL REPORTING MANUAL BACK-UP TOLERANCE
---------
AMEX LS/BID LS/MEAN MEAN PRICE AUTHORITY QUOTES SOURCE INDEX PERCENTAGE
---------------
LS/BID
LS/MEAN
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
I. LISTED X X X IDC SP500/ 10%
EQUITIES NASD
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
II. OTC X X IDC SP500/ 10%
EQUITIES NASD
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
III. FOREIGN
EQUITIES
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
IV. EQUITY X X X REUTERS CBOT 5%
OPTIONS
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
V. FUTURES X X X REUTERS CBOT 5%
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
VI. MUTUAL
FUNDS/
PENSION
FUNDS/
SEPARATE
ACCOUNTS
---------------------------------------------------------------------------------------------------------
INSTRUCTIONS: For each security type, allowed by the Fund prospectus,
please indicate the primary price source and a back-up source to be used in
calculating
Net Asset Value for the Fund identified above. In the instance the primary
and secondary vendor do not cover the issue an alternative independent
pricing service valuation will be used. Also, please indicate a published
market index and tolerance range (in terms of percent) to be used for
reasonability testing. If you do not wish to use a published index please
indicate N/A but do not leave blank.
(1) * INDEX/TOLERANCE CHECK: The price movement for a particular investment
is compared to the index movement. If the price movement of the investment
exceeds the index movement by more than the percentage authorized on this
form, then the investment price will be verified using the back-up source
authorized. The index and tolerance information authorized here will be the
basis for this reasonability test.
(2) BACK-UP SOURCE: The following sources are available for back-up, price
verification and historical price and yield
information: Bloomberg, Bridge, Reuters, and Telerate. Please do not leave
blank.
(3) MANUAL QUOTES AND PRIVATE PLACEMENTS: Please specify the source for
private placements or manual quotes as necessary.
See page 3 to list additional information if needed.
Prices1doc
STATE STREET BANK - MUTUAL FUNDS
PRICE SOURCE AUTHORIZATION
----------------------------------------------------------------------------------------
INVESTMENT TYPE ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ / S& ▇▇▇▇▇▇ INTERACTIVE FRI (3) (2) (1) (1)
SECURITIES P / BRIDGE DATA DATA CORP. MANUAL BACK-UP TOLERANCE
PRICING CORP QUOTES QUOTES INDEX PERCENTAGE
SERVICE
MEAN MEAN MEAN
BID BID BID
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
VII. LISTED BONDS
IS LAST SALE
REQUIRED
WHEN X IDC USTB 1%
AVAILABLE
YES__X__
NO_______
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
VIII. CORPORATE BONDS
X IDC USTB 1%
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
IX. U.S. GOVERNMENT
OBLIGATIONS X IDC USTB 1%
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
X. MORTGAGE -
BACKED X IDC USTB 1%
SECURITIES
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
XI. MUNICIPAL BONDS
X IDC CBOT 1%
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
XII. FIXED INCOME
OPTIONS
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
XIII. FOREIGN BONDS
----------------------------------------------------------------------------------------
STATE STREET BANK - MUTUAL FUNDS
PRICE SOURCE AUTHORIZATION
XIII. Private Placements and Other Manual Quotes Information *Please
Reference Single Quote Broker Report.
INVESTMENT TYPE ADVISOR BROKER OTHER ADDITIONAL INFORMATION:
CONTACT NAME, TELEPHONE
NUMBER
---------------------------------------------------------------------------
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---------------------------------------------------------------------------
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---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
INSTRUCTIONS: For all investment types which require manual quotes,
please list the source of the quotes and any additional information needed to
obtain these quotes.
For `Funds of Funds' holding mutual funds, separate
accounts, or pensions funds that are not listed or are not available via
NASDAQ, please specify source and additional information.
psa.doc/3