ITEM 77Q1(e)(v) - COPIES OF ANY NEW OR AMENDED REGISTRANT
INVESTMENT ADVISORY CONTRACTS
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
