Exhibit (d)(xiii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT
LETTER AGREEMENT
MTB Investment Advisors, Inc.
000 Xxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
February 15, 2005
MTB Group of Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Dear Sirs:
Under the Investment Advisory Contract between MTB Investment Advisors,
Inc. (the "Adviser") and MTB Group of Funds (the "Trust"), dated August 22,
2003, as amended, the Adviser agrees to contractually waive all or a portion of
its investment advisory fee (based on average daily net assets) to which it is
otherwise entitled to receive from the Funds listed below and/or to reimburse
certain operating expenses of the Funds in order to limit each Fund's total
operating expenses to not more than the stated amount of the Fund's average
daily net assets, for the period from May 1, 2005 through April 30, 2006.
Maximum Total Net
Operating Expenses
MTB Managed Allocation Fund - Aggressive Growth II 0.74%
MTB Managed Allocation Fund - Conservative Growth II 0.74%
MTB Managed Allocation Fund - Moderate Growth II 0.74%
MTB Large Cap Growth Fund II 1.00%
MTB Large Cap Value Fund II 1.00%
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof. This may be executed in counterpart.
Very truly yours,
MTB INVESTMENT ADVISORS, INC.
By: /w/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
ACCEPTED:
MTB GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
