AMENDMENT TO SUBADVISORY AGREEMENT AMONG MTB GROUP OF FUNDS MTB INVESTMENT ADVISORS, INC. AND INDEPENDENCE INVESTMENT, LLC

                                                Exhibit (d)(xvi) under Form N1-A
                                              Exhibit 10 under Item 601/Reg. S-K


                                  AMENDMENT TO
                              SUBADVISORY AGREEMENT
                                      AMONG
                               MTB GROUP OF FUNDS
                          MTB INVESTMENT ADVISORS, INC.
                                       AND
                          INDEPENDENCE INVESTMENT, LLC


     This Amendment to the Subadvisory Agreement  ("Agreement") dated August 22,
2003  among  MTB  Group  of  Funds  ("Trust"),  MTB  Investment  Advisors,  Inc.
("Adviser"),  and  Independence  Investment,  LLC.  ("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 Mid Cap Stock Fund ("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

                    INDEPENDENCE INVESTMENT, LLC

                    By:    /s/ Xxxx X. Xxxxxx
                           -----------------------------------------
                    Name:  Xxxx X. Xxxxxx
                    Title: President & CEO