Exhibit (d)(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUBADVISORY AGREEMENT
This Subadvisory Agreement ("Agreement") is entered into as of August 22,
2003, by and among the MTB Group of Funds, a Delaware statutory trust (the
"Trust"), MTB Investment Advisors, Inc., a Maryland corporation (the "Adviser"),
and Independence Investment LLC. (the "Subadviser").
Recitals:
The Trust is an open-end investment management company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), and has thirty-four
portfolios, including the MTB Mid Cap Stock Fund (the "Fund");
The Trust and the Adviser have entered into an advisory agreement dated as
of August 22, 2003 (the "Advisory Agreement"), pursuant to which, as amended,
the Adviser provides portfolio management services to the Fund and the other
portfolios of the Trust;
The Advisory Agreement contemplates that the Adviser may fulfill its
portfolio management responsibilities under the Advisory Agreement by engaging
one or more subadvisers; and
The Adviser and the Board of Trustees of the Trust ("Trustees") desire to
retain the Subadviser to act as sub-investment manager of the Fund and to
provide certain other services, and the Subadviser desires to perform such
services under the terms and conditions hereinafter set forth.
Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Trust, the Adviser and the Subadviser agree as
follows:
1. Delivery of Documents. The Trust has furnished the Subadviser
with copies, properly certified or otherwise authenticated, of each of the
following:
(a) The Trust's Agreement and Declaration of Trust ("Declaration of
Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Subadviser as the
investment subadviser to the Fund and approving the form of this
Agreement;
(d) Resolutions of the Trustees selecting the Adviser as investment
adviser to the Fund and approving the form of the Investment
Advisory Agreement and resolutions adopted by the initial
shareholder of the Fund approving the form of the Investment
Advisory Agreement;
(e) The Adviser's Investment Advisory Agreement;
(f) Commitments, limitations and undertakings made by the Trust to
state "blue sky" authorities for the purpose of qualifying shares
of the Fund for sale in such states; and
(g) The Trust's registration statement, including the Fund's
prospectus and statement of additional information (collectively
called the "Prospectus").
The Adviser will furnish the Subadviser from time to time with copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any. The Adviser will also furnish the
Subadviser with copies of the documents listed on Schedule 1 to this Agreement,
and shall promptly notify the Subadviser of any material change in any of the
Fund's investment objectives, policies, limitations, guidelines or procedures
set forth in any of the documents listed in Schedule 1.
The Subadviser has furnished the Adviser with a copy of the Subadviser's
Form ADV most recently filed with the Securities and Exchange Commission, (which
Form ADV includes a description of the Subadviser's policies regarding
allocation of securities among clients with common investment objectives, soft
dollars and brokerage selection) and the code of ethics established by the
Subadviser pursuant to Rule 17j-1 of the 1940 Act ("Subadviser's Code of
Ethics"). The Subadviser will promptly furnish the Adviser with copies of any
amendments to such documents. The Subadviser will also provide the Adviser with
the Subadviser's approved list of securities for equity portfolios and any
updates or revisions thereto at least monthly.
The Subadviser will also provide Adviser with a list and specimen
signatures of the parties who are authorized to act on behalf of the Subadviser
and will promptly notify Adviser in writing of any changes thereto.
2. Investment Services. Subject to the supervision and review of the Adviser
and the Trustees, the Subadviser will manage the investments of the Fund on
a discretionary basis, including the purchase, retention and disposition of
securities, in accordance with the investment policies, objectives and
restrictions of the Fund as set forth in the Fund's Prospectus, and in
conformity with the 1940 Act, the Internal Revenue Code of 1986, as amended
(including the requirements for qualification as a regulated investment
company), all other applicable laws and regulations, instructions and
directions received in writing from the Adviser or the Board of Trustees,
and the provisions contained in the documents delivered to the Subadviser
pursuant to Section 1 above, as each of the same may from time to time be
amended or supplemented, and copies delivered to the Subadviser.
The Subadviser will discharge its duties under this Agreement with the
care, skill, prudence, and diligence under the circumstances then prevailing
that a prudent person acting in the capacity of an investment adviser to a
registered investment company and familiar with such matters would use. The
Subadviser will, at its own expense:
(a) Manage on a discretionary basis the Fund's investments and
determine from time to time what securities will be purchased,
retained, sold or loaned by the Fund, and what portion of the
Fund's assets will be invested or held uninvested as cash.
(b) Place orders with or through such persons, brokers or dealers to
carry out the policy with respect to brokerage as set forth in
the Fund's Prospectus or as the Trustees may direct from time to
time, subject to the Subadviser's duty to obtain best execution.
In using its best efforts to obtain for the Fund best execution,
the Subadviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant, including by
way of illustration, price, the size of the transaction, the
nature of the market for the security, the amount of the
commission, the timing of the transaction, taking into account
market prices and trends, the reputation, experience and
financial stability of the broker or dealer involved and the
quality of service rendered by the broker or dealer in other
transactions. Subject to such policies as the Trustees of the
Trust may determine, the Subadviser shall not be deemed to have
acted unlawfully or to have breached a duty created by this
Agreement or otherwise, solely by reason of its having caused the
Fund to pay a broker or dealer that provides brokerage and
research services to the Subadviser or the Adviser an amount of
commission for effecting a Fund investment transaction that is
greater than the amount of commission that another broker or
dealer would have charged for effecting the transaction.
(c) Submit such reports relating to the valuation of the Fund's
securities as the Adviser may reasonably request.
(d) Maintain detailed books and records of all matters pertaining to
the Fund (the "Fund's Books and Records"), including, without
limitation, a daily ledger of such assets and liabilities
relating thereto, and brokerage and other records of all
securities transactions. The Subadviser shall also require that
its Access Persons (as such term is defined in Rule 17j-1 under
the 0000 Xxx) provide the Subadviser with quarterly reports of
their personal securities transactions and otherwise require such
of those persons as is appropriate to be subject to the
Subadviser's Code of Ethics. The Fund's Books and Records shall
be available to the Adviser at any time upon request and shall be
available for telecopying without delay to the Adviser during any
day that the Fund is open for business.
(e) From time to time, as the Adviser or the Trustees may reasonably
request, furnish the Adviser and to each of the Trustees reports
of Fund transactions and reports on securities held in the Fund's
portfolio, all in such detail as the Adviser or the Trustees may
reasonably request.
(f) Inform the Adviser and the Trustees of material or significant
changes in investment strategy or tactics or in key personnel of
the Subadviser (including any change in the personnel who manage
the investments of the Fund.)
(g) Make its officers and employees available to meet with the
Trustees and the Adviser at such times and with such frequency as
the Trustees or the Adviser reasonably requests, on due notice to
the Subadviser, but at least quarterly, to review the Fund's
investments in light of current and prospective market conditions.
(h) Furnish to the Trustees such information as may be requested by
the Trustees and reasonably necessary in order for the Trustees
to evaluate this Agreement or any proposed amendments thereto for
the purpose of casting a vote pursuant to Section 11 or 12
hereof. Furnish to the Adviser such information as may be
requested by the Adviser and reasonably necessary in order for
the Adviser to evaluate this Agreement and the Subadviser's
performance hereunder.
(i) The Subadviser will advise the Adviser, and, if instructed by the
Adviser, the Fund's custodian on a prompt basis each day by
electronic communication of each confirmed purchase and sale of a
Fund security specifying the name of the issuer, the full
description of the security including its class, and amount or
number of shares of the security purchased or sold, the market
price, commission, government charges and gross or net price,
trade date, settlement date, and identity of the effecting broker
or dealer and, if different, the identity of the clearing broker.
(j) Cooperate generally with the Fund and the Adviser to provide
information requested by them in the possession of the
Subadviser, or reasonably available to it, necessary for the
preparation of registration statements and periodic reports to be
filed by the Fund or the Adviser with the Securities and Exchange
Commission, including Form N-1A, semi-annual reports on Form
N-SAR, periodic statements, shareholder communications and proxy
materials furnished to holders of shares of the Fund, filings
with state "blue sky" authorities and with United States agencies
responsible for tax matters, and other reports and filings of
like nature.
(k) Allow Adviser, its representative, internal or external auditors and
regulators to visit and audit Subadviser's operations relating to
Subadviser's services under this Agreement at such times and
frequencies as Adviser reasonably requests, at reasonable times
and upon reasonable notice, but at least annually.
(l) Deliver instructions or directions to Adviser via Eligible Trade
Reports through the Depository Trust Company Institutional
Delivery system, in writing, or orally (if confirmed in writing
as soon as practicable thereafter.) Subadviser shall instruct
all brokers, dealers or other persons executing orders with
respect to the Fund to forward to Adviser copies of all brokerage
or dealer confirmations promptly after execution of all
transactions.
3. Expenses Paid by the Subadviser. The Subadviser will pay the
cost of maintaining the staff and personnel necessary for it to perform its
obligations under this Agreement, the expenses of office rent, telephone,
telecommunications and other facilities it is obligated to provide in order
to perform the services specified in Section 2, and any other costs and
expenses incurred by it in connection with the performance of its duties
hereunder.
4. Expenses of the Fund Not Paid by the Subadviser. The Subadviser
will not be required to pay any expenses which this Agreement does not
expressly state shall be payable by the Subadviser. In particular, and
without limiting the generality of the foregoing, the Subadviser will not be
required to pay under this Agreement:
(a) the compensation and expenses of Trustees and of independent
advisers, independent contractors, consultants, managers and
other agents employed by the Trust or the Fund other than through
the Subadviser;
(b) legal, accounting and auditing fees and expenses of the Trust or
the Fund;
(c) the fees and disbursements of custodians and depositories of the
Trust or the Fund's assets, transfer agents, disbursing agents,
plan agents and registrars;
(d) taxes and governmental fees assessed against the Trust or the
Fund's assets and payable by the Trust or the Fund;
(e) the cost of preparing and mailing dividends, distributions,
reports, notices and proxy materials to shareholders of the Trust
or the Fund except that the Subadviser shall bear the costs of
providing the information referred to in Section 2(j) to the
Adviser;
(f) brokers' commissions and underwriting fees; and
(g) the expense of periodic calculations of the net asset value of
the shares of the Fund.
5. Registration as an Adviser. The Subadviser hereby represents and
warrants that it is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and covenants that it
intends to remain so registered for the duration of this Agreement.
Subadviser shall notify the Adviser immediately in the event that Subadviser
ceases to be registered as an investment adviser under the Advisers' Act.
6. Compensation of the Subadviser. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Subadviser as herein
provided for the Fund, the Adviser will pay the Subadviser an annual fee
equal to 0.40% of the Fund's average daily net assets up to $500 million and
0.35% of such assets in excess thereof. Such fee shall accrue daily and be
paid monthly. The "average daily net assets" of the Fund shall be determined
on the basis set forth in the Fund's Prospectus or, if not described therein,
on such basis as is consistent with the 1940 Act and the regulations
promulgated thereunder. The Subadviser will receive a pro rata portion of
such monthly fee for any periods in which the Subadviser advises the Fund
less than a full month. The Subadviser understands and agrees that neither
the Trust nor the Fund has any liability for the Subadviser's fee hereunder.
Calculations of the Subadviser's fee will be based on average net asset
values as provided by the Adviser or the Trust.
In addition to the foregoing, the Subadviser may from time to time
agree in writing not to impose all or a portion of its fee otherwise payable
hereunder (in advance of the time such fee or portion thereof would otherwise
accrue) and/or undertake to pay or reimburse the Fund for all or a portion of
its expenses not otherwise required to be borne or reimbursed by the
Subadviser. Any such fee reduction or undertaking may be discontinued or
modified by the Subadviser at any time.
7. Other Activities of the Subadviser and Its Affiliates. Nothing
herein contained shall prevent the Subadviser or any of its affiliates or
associates from engaging in any other business or from acting as investment
adviser or investment manager for any other person or entity, whether or not
having investment policies or a portfolio similar to the Fund. It is
specifically understood that officers, directors and employees of the
Subadviser and those of its affiliates may engage in providing portfolio
management services and advice to other investment advisory clients of the
Subadviser or of its affiliates.
8. Avoidance of Inconsistent Position. In connection with purchases
or sales of portfolio securities for the account of the Fund, neither the
Subadviser nor any of its directors, officers or employees will act as
principal or agent or receive any commission, except in compliance with
applicable law and the relevant procedures of the Fund. The Subadviser shall
not knowingly recommend that the Fund purchase, sell or retain securities of
any issuer in which the Subadviser has a financial interest without obtaining
prior approval of the Adviser prior to the execution of any such transaction.
Nothing herein contained shall limit or restrict the Subadviser or any
of its officers, affiliates or employees from buying, selling or trading in
any securities for its or their own account or accounts. The Trust and Fund
acknowledge that the Subadviser and its officers, affiliates and employees,
and its other clients may at any time have, acquire, increase, decrease or
dispose of positions in investments which are at the same time being acquired
or disposed of by the Fund. The Subadviser shall have no obligation to
acquire with respect to the Fund, a position in any investment which the
Subadviser, its officers, affiliates or employees may acquire for its or
their own accounts or for the account of another client if, in the sole
discretion of the Subadviser, it is not feasible or desirable to acquire a
position in such investment on behalf of the Fund. Nothing herein contained
shall prevent the Subadviser from purchasing or recommending the purchase of
a particular security for one or more funds or clients while other funds or
clients may be selling the same security. The Subadviser expressly
acknowledges and agrees, however, that in any of the above described
transactions, and in all cases, the Subadviser is obligated to fulfill its
fiduciary duty as Subadviser to the Fund and it shall require such of its
Access Persons as is appropriate to comply with the requirements of the
Subadviser's Code of Ethics.
When a security proposed to be purchased or sold for the Fund is also
to be purchased or sold for other accounts managed by the Subadviser at the
same time, the Subadviser shall make such purchase or sale on a pro-rata,
rotating or other equitable basis so as to avoid any one account being
preferred over any other account. The Subadviser shall disclose to the
Adviser and to the Trustees the method used to allocate purchases and sales
among the Subadviser's investment advisory clients.
9. No Partnership or Joint Venture. The Trust, the Fund, the
Adviser and the Subadviser are not partners of or joint venturers with each
other and nothing herein shall be construed so as to make them such partners
or joint venturers or impose any liability as such on any of them.
10. Limitation of Liability and Indemnification.
(a) In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Subadviser, or of reckless
disregard of its obligations and duties hereunder, the Subadviser
shall not be subject to any liability to the Adviser, the Trust
or the Fund, any shareholder of the Fund, or to any person, firm
or organization, for any act or omission in the course of or
connected with, rendering services hereunder. Nothing herein,
however, shall derogate from the Subadviser's obligations under
federal and state securities laws. Any person, even though also
employed by the Subadviser, who may be or become an employee of
and paid by the Trust or the Fund shall be deemed, when acting
within the scope of his employment by the Trust or the Fund, to
be acting in such employment solely for the Trust or the Fund and
not as the Subadviser's employee or agent. Subadviser will
maintain appropriate fidelity bond insurance coverage in a
reasonable amount and shall provide evidence of such coverage
upon request of Adviser.
(b) In the absence of willful misfeasance, bad faith or gross
negligence on the part of Adviser, or reckless disregard of its
obligations and duties hereunder, Adviser shall not be subject to
any liability to Subadviser for any act or omission in the course
of or connected with, the Adviser's carrying out its duties and
obligations under this Agreement.
(c) Subadviser and Adviser shall each defend, indemnify and hold
harmless the other party and the other party's affiliates,
officers, directors, members, employees and agents, from and
against any claim, loss, liability, damages, deficiency, penalty,
cost or expense (including without limitation reasonable
attorneys' fees and disbursements for external counsel) resulting
from the reckless disregard of the indemnifying party's
obligations and duties hereunder or willful misfeasance, bad
faith or gross negligence on the part of the indemnifying party,
its officers, directors, members, employees and agents with
respect to this Agreement or the Fund whether such claim, loss,
liability, damages, deficiency, penalty, cost or expense was
incurred or suffered directly or indirectly.
11. Assignment and Amendment. This Agreement may not be assigned by
the Subadviser, and shall automatically terminate, without the payment of any
penalty, in the event of: (a) its assignment, including any change in
control of the Adviser or the Subadviser which is deemed to be an assignment
under the 1940 Act, or (b) the termination of the Investment Advisory
Agreement. Trades that were placed prior to such termination will not be
canceled; however, no new trades will be placed after notice of such
termination is received. Termination of this Agreement shall not relieve the
Adviser or the Subadviser of any liability incurred hereunder.
The terms of this Agreement shall not be changed unless such change is
agreed to in writing by the parties hereto and is approved by the affirmative
vote of a majority of the Trustees of the Trust voting in person, including a
majority of the Trustees who are not interested persons of the Trust, the
Adviser or the Subadviser, at a meeting called for the purpose of voting on
such change, and (to the extent required by the 0000 Xxx) unless also
approved at a meeting by the affirmative vote of the majority of outstanding
voting securities of the Fund.
12. Duration and Termination. This Agreement shall become effective
as of the date first above written and shall remain in full force and effect
for a period of two years from such date, and thereafter for successive
periods of one year (provided such continuance is approved at least annually
in conformity with the requirements of the 0000 Xxx) unless the Agreement is
terminated automatically as set forth in Section 11 hereof or until
terminated as follows:
(a) The Trust or the Adviser may at any time terminate this
Agreement, without payment of any penalty, by not more than 60
days' prior written notice delivered or mailed by registered
mail, postage prepaid, or by nationally recognized overnight
delivery service, receipt requested, to the Subadviser. Action
of the Trust under this subsection may be taken either by (i)
vote of its Trustees, or (ii) the affirmative vote of the
outstanding voting securities of the Fund; or
(b) The Subadviser may at any time terminate this Agreement by not
less than one hundred twenty (120) days' prior written notice
delivered or mailed by registered mail, postage prepaid, or by
nationally recognized overnight delivery service, receipt
requested, to the Adviser.
Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.
Fees payable to Subadviser for services rendered under this Agreement
will be prorated to the date of termination of the Agreement.
In the event of termination of this Agreement for any reason, the
Subadviser shall, immediately upon receiving notice of termination or a
receipt acknowledging delivery of a notice of termination to Adviser, or such
later date as may be specified in such notice, cease all activity on behalf
of the Fund and with respect to any of its assets, except as expressly
directed by the Adviser, and except for the settlement of securities
transactions already entered into for the account of the Fund. In addition,
the Subadviser shall deliver copies of the Fund's Books and Records to the
Adviser upon request by such means and in accordance with such schedule as
the Adviser shall reasonably direct and shall otherwise cooperate, as
reasonably directed by the Adviser, in the transition of Fund investment
management to any successor to the Subadviser, including the Adviser.
13. Shareholder Approval of Agreement. The parties hereto
acknowledge and agree that the obligations of the Trust, the Adviser, and the
Subadviser under this Agreement shall be subject to the following conditions
precedent: (a) this Agreement shall have been approved by the vote of a
majority of the Trustees, who are not interested persons of the Trust, the
Adviser or the Subadviser, at a meeting called for the purpose of voting on
such approval, and (b) this Agreement shall have been approved by the vote of
a majority of the outstanding voting securities of the Fund.
14. Miscellaneous.
(a) The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument. The obligations of the Trust and the Fund are not
personally binding upon, nor shall resort to the private property
of, any of the Trustees, shareholders, officers, employees or
agents of the Trust or the Fund, but only the Fund's property
shall be bound. The Trust or the Fund shall not be liable for
the obligations of any other series of the Trust.
(b) Any information supplied by the Trust or the Adviser to the
Subadviser in connection with the performance of its duties
hereunder, or learned by the Subadviser as a result of its
position as Subadviser to the Fund, which is not otherwise in the
public domain, is to be regarded as confidential and for use only
by the Subadviser in connection with the performance of its
duties hereunder. Any information supplied by the Subadviser,
which is not otherwise in the public domain, in connection with
the performance of its duties hereunder is to be regarded as
confidential and for use only by the Adviser, the Fund and/or its
agents, and only in connection with the Fund and its
investments. Any such information in the hands of either party
may be disclosed as necessary to comply with any law, rule,
regulation or order of a court or government authority.
(c) The Subadviser agrees to submit any proposed sales literature
(including advertisements, whether in paper, electronic or
Internet medium) for the Trust, the Fund, the Subadviser or for
any of its affiliates which mentions the Trust, the Fund or
Adviser (other than the use of the Fund's name in a list of
clients of the Subadviser) to the Adviser and to the Fund's
distributor for review and filing with the appropriate regulatory
authority prior to public release of any such sales literature;
provided, however, that nothing herein shall be construed so as
to create any obligation or duty on the part of the Subadviser to
produce sales literature for the Trust or the Fund. The Trust
and the Adviser agree to submit any proposed sales literature
that mentions the Subadviser to the Subadviser for review prior
to use and the Subadviser agrees to promptly review such
materials by a reasonable and appropriate deadline. The Trust
agrees to cause the Adviser and the Trust's distributor to
promptly review all such sales literature for compliance with
relevant requirements, to promptly advise the Subadviser of any
deficiencies contained in such sales literature, and to promptly
file complying sales literature with the relevant authorities.
(d) All notices, consents, waivers and other communications under
this Agreement must be in writing and, other than notices
governed by Section 12 above, will be deemed to have been duly
given when (i) delivered by hand (with written confirmation of
receipt), (ii) sent by telecopier, provided that receipt is
confirmed by return telecopy and a copy is sent by overnight mail
via a nationally recognized overnight delivery service (receipt
requested); (iii) when received by the addressee, if sent via a
nationally recognized overnight delivery service (receipt
requested) or U.S. mail (postage prepaid), in each case to the
appropriate address and telecopier number set forth below (or to
such other address and telecopier number as a party may designate
by notice to the other parties):
Subadviser: Independence Investment LLC.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
Facsimile Number: 617-228-8895
Adviser: MTB Investment Advisors, Inc.
000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: President
Trust: MTB Group of Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Secretary
Facsimile Number: 000-000-0000
(e) For purposes of this Agreement: (i) "affirmative vote of a
majority of the outstanding voting securities of the Fund" means
the affirmative vote, at an annual meeting or a special meeting
of the shareholders of the Fund, duly called and held, (A) of 67%
or more of the shares of the Fund present (in person or by proxy)
and entitled to vote at such meeting, if the holders of more than
50% of the outstanding shares of the Fund entitled to vote at
such meeting are present (in person or by proxy), or (B) of more
than 50% of the outstanding shares of the Fund entitled to vote
at such meeting, whichever is less; and (ii) "interested person"
and "assignment" shall have the respective meanings as set forth
in the 1940 Act, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act.
(f) This Agreement shall be construed in accordance with the laws of
the State of New York and the applicable provisions of the 1940
Act.
(g) The provisions of this Agreement are independent of and separable
from each other and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any
reason any other or others of them may be deemed invalid or
unenforceable in whole or in part.
(h) Sub-Adviser agrees to maintain the security and confidentiality
of nonpublic personal information (NPI") of Fund customers and
consumers, as those terms are defined in Xxxxxxxxxx X-X, 00 XXX
Part 248. Adviser agrees to use and redisclose such NPI for the
limited purposes of processing and servicing transactions; for
specific law enforcement and miscellaneous purposes; and to
service providers or in connection with joint marketing
arrangements directed by the Fund, in each instance in
furtherance of fulfilling Adviser's obligations under this
Agreement and consistent with the exceptions provided in 17 CFR
Sections 248.14, 248.15 and 248.13, respectively.
15. Limitations of Liability of Trustees and Shareholders of the
Trust. The execution and delivery of this Agreement have been authorized by
the Trustees of the Trust and signed by an authorized officer of the Trust,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon any of
the Trustees or shareholders of the Trust, but bind only the appropriate
property of the Fund, or Class, as provided in the Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their duly authorized officers as of the date
first above written.
MTB GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
MTB INVESTMENT ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxx
By: Xxxxxxx X. Xxxxx
Title: President
INDEPENDENCE INVESTMENT LLC
By: /s/ Xxxx X. Xxxxxx
By: Xxxx X. Xxxxxx
Title: President and CEO
SCHEDULE 1
Custody Agreement between the Trust and the Fund's custodian ("Custodian"),
including information as to:
The Fund's nominee
The federal tax identification numbers of the Fund and its nominee
All routing, bank participant and account numbers and other information
necessary to provide proper instructions for transfer and
delivery of securities to the Fund's account at the Custodian
The name address and telephone and Fax number of the Custodian's
employees responsible for the Fund's accounts
The Fund's pricing service and contact persons
All procedures and guidelines adopted by the Board of Trustees or the Adviser
regarding:
Transactions with affiliated persons
Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm commitments and
standby commitments
Derivative contracts and securities
Rule 10f-3 (relating to affiliated underwriting syndicates)
Rule 17a-7 (relating to interfund transactions)
Rule 17e-1 (relating to transactions with affiliated brokers) and
Release No. IC-22362 (granting exemptions for investments in money
market funds)
Any master agreements that the Trust has entered into on behalf of the Fund,
including:
Master Repurchase Agreement
Master Futures and Options Agreements
Master Foreign Exchange Netting Agreements
Master Swap Agreements
CFTC Rule 4.5 letter
