Exhibit (d)(ix) 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
Montag & Xxxxxxxx, Inc. (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 Large Cap Growth Fund II (the "Fund");
The Trust and the Adviser have entered into an advisory agreement dated as of
August 22, 2003 (the "Advisory Agreement") as amended, pursuant to which 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 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; and
(f) 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
approved list of securities for equity portfolios, its Form ADV most recently
filed with the Securities and Exchange Commission, the code of ethics
established by the Subadviser pursuant to Rule 17j-1 of the 1940 Act
("Subadviser's Code of Ethics"), and the Subadviser's policies regarding
allocation of securities among clients with common investment objectives, soft
dollars and brokerage selection. The Subadviser will promptly furnish the
Adviser with copies of any amendments to such documents.
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, and
the diversification provisions of Section 817(h) of the Code and the
regulations thereunder relating to the diversification requirements
for variable life insurance policies and variable annuity contracts),
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 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) Comply with all requirements of Rule 17j-1 under the 1940 Act ("Rule
17j-1") including the requirement to submit its Code of Ethics and any
material changes thereto to the Trustees for approval. The Subadviser
will submit any material change in its Code of Ethics to the Trustees
promptly, but in no event later than sixty days, after the adoption of
such change. The Subadviser will promptly report any significant
violations of its Code of Ethics or procedures and any related
sanctions to the Trustees and will provide a written report to the
Trustees at least annually in accordance with the requirements of Rule
17j-1. The Subadviser will also require that its Access Persons (as
such term is defined in Rule 17j-1) provide the Subadviser with
quarterly personal investment transaction reports and initial and
annual holdings reports, and otherwise require such of those persons
as is appropriate to be subject to the Subadviser's Code of Ethics.
(f) 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.
(g) Inform the Adviser and the Trustees of changes in investment strategy
or tactics or in key personnel of the Subadviser (including any
changes in the personnel who manage the investments of the Fund).
(h) 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.
(i) Furnish to the Trustees such information as may be 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 reasonably necessary in order for the Adviser to evaluate this
Agreement and the Subadviser's performance hereunder.
(j) 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.
(k) Cooperate generally with the Fund and the Adviser to provide
information 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.
(l) Allow Adviser, its representatives, 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.
3. Expenses Paid by the Sub-Advisor. 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(k) 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 will 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 Adviser's 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
0.50% on the first $50 million of the Fund's average daily net assets,
0.40% on the next $50 million of the Fund's average daily net assets, 0.30%
on the next $100 million of the Fund's average daily net assets, and 0.20%
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, Trustees 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 Trustees, 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 reckless disregard of its
obligations and duties hereunder, the Subadviser shall not be subject
to any liability to the Adviser, the Trust, 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, Trustees,
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, Trustees, 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 a 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
be had to be 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 the Adviser (other
than the use of the Fund's name on a list of the 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: Montag & Xxxxxxxx, Inc.
The Pinnacle
0000 Xxxxxxxxx Xxxx, X. X.
Xxxxx 0000
Xxxxxxx XX 00000-0000
Attention: Xxxxx X. Xxxxxx
Facsimile Number: 000-000-0000
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. Sub-Adviser agrees to use and redisclose such NPI for the limited
purposes of processing and servicing transactions in furtherance of
fulfilling Sub-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
Name: Xxxxxxx X. Xxxxx
Title: President
MONTAG & XXXXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
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
Fund Participation Agreement dated June 1, 2002 among Nationwide Life Insurance
Company and Nationwide Life and Annuity Insurance Company; the variable annuity
portfolios of the Trust; the Adviser; and Federated Securities Corp.
Exhibit d(x) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDMENT TO
SUBADVISORY AGREEMENT
AMONG
MTB GROUP OF FUNDS
MTB INVESTMENT ADVISORS, INC.
AND
MONTAG & XXXXXXXX, INC.
This Amendment to the Subadvisory Agreement ("Agreement") dated August 22,
2003 among MTB Group of Funds ("Trust"), MTB Investment Advisors, Inc.
("Adviser"), and Montag & Xxxxxxxx, Inc. ("Subadviser") is made and entered into
as of the 15th day of December, 2003.
WHEREAS, the Subadviser, the Trust and the Adviser have entered into the
Agreement on behalf of MTB Large Cap Growth Fund II ("Fund"); and
WHEREAS, the Subadviser may deem it advantageous to the Fund to place
portfolio securities trades ("Rule 17a-10 Trades") for the Fund through (i) a
broker-dealer affiliate of the subadviser to another portfolio of the Trust; or
(ii) a broker-dealer affiliate of the subadviser to a discrete portion of the
Fund; and
WHEREAS, on January 24, 2003, the Securities and Exchange Commission took
action to permit a subadviser to engage in Rule 17a-10 Trades without complying
with certain provisions of Rule 17e-1 of the Investment Company Act of 1940,
provided that the relevant subadvisory contracts prohibit the relevant
subadvisers from consulting with each other concerning portfolio transactions;
NOW, THEREFORE, the parties, intending to be bound, hereby agree that the
Agreement is hereby amended to add a new Section 14(i), to read in its entirety
as follows:
"(i) Sub-Adviser is prohibited from consulting with any entity
which subadvises any other portfolio of the Trust, or any
portion of any such portfolio ("Another Subadvised Fund"),
concerning transactions for the Fund or Another Subadvised
Fund."
WITNESS the above execution hereof this 15th day of December, 2003.
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
Name: Xxxxxxx X. Xxxxx
Title: President & CIO
MONTAG & XXXXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President & Portfolio Manager
