ITEM 77Q(e)(ii) - COPIES OF ANY NEW OR AMENDED REGISTRANT INVESTMENT
ADVISORY CONTRACTS
Amendment
to
Subadvisory Agreement
among
MTB Group of Funds
MTB Investment Advisors, Inc.
and
LSV Asset Management
This Amendment to the Agreement ("Agreement") among MTB Group of
Funds ("Trust"), MTB Investment Advisors, Inc. ("Advisor") and LSV
Asset Management ("Subadvisor") is made and entered into as of the 30th
day of January, 2007.
WHEREAS, the Funds and the Advisor have entered into the
Agreement with the Subadvisor, dated August 22, 2003, under and
pursuant to which the Subadvisor is a subadvisor of MTB Small Cap Stock
Fund ("Fund");
WHEREAS, it is necessary and desirable to amend Section 2(m) of
the Agreement, which deals with the Subadvisor's obligation to vote
proxies with respect to voting securities held in the Fund's portfolio,
in order to reflect the understanding among the parties that such
proxies will be voted in accordance with the Advisor's Proxy Voting
Policy;
NOW, THEREFORE, the parties, intending to be legally bound, agree
that Section 2 (m) of the Agreement is hereby amended in its entirety
to read as follows:
"Unless otherwise directed by Advisor in writing, LSV will take
action in accordance with Advisor's Proxy Voting Policies with respect
to matters submitted to a vote of holders of voting securities held in
the Fund's portfolio, and provide Adviser with information on
securities voted by Subadvisor promptly after the vote occurs. Advisor
shall be solely responsible for making all required filings of Form N-
PX with the appropriate regulatory bodies."
In all other respects, the Agreement shall remain in full force
and effect.
WITNESS the due execution hereof this 30th day of January, 2007.
MTB GROUP OF FUNDS
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
MTB INVESTMENT ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President & CIO
LSV ASSET MANAGEMENT
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: COO
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