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SUBADVISORY AGREEMENT
This Subadvisory Agreement (Agreement) is entered into as
"of November 13, 2007, by and among the MTB Group of Funds, a"
"Delaware statutory trust (the Trust), MTB Investment Advisors,"
"Inc., a Maryland corporation (the Adviser), and NWQ Investment"
"Management Company, 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 MTB Large Cap Value Fund and MTB Large Cap"
"Value Fund II (individually and collectively, each the Fund)"
each is a series of the Trust;
The Trust and the Adviser have entered into advisory
"agreements, each 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 or Board) 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 and/or the Adviser has
"furnished the Subadviser with copies, properly certified or"
"otherwise authenticated, of each of the following:"
(a) The Trusts Agreement and Declaration of Trust (Declaration
" of Trust), as in effect on the date hereof;"
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Subadviser as the
sub-investment manager 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 Advisory Agreement;
(f) The Trusts current registration statement on Form N-1A as
" filed with the Securities and Exchange Commission (SEC),"
including the Funds current prospectus and statement of
additional information (collectively called the Prospectus);
" (g) All current written guidelines, policies and procedures of"
" the Trust, which are applicable to the Fund, the Adviser or the"
Subadviser and have been approved by the Board of Trustees of the
Trust;
(h) The code of ethics of the Trust which has been approved by
the Trustees of the Trust in accordance with Rule 17j-1 under the
1940 Act;
(i) The Advisers most recent Form ADV as filed with the SEC
and/or provided to the Advisers clients (which Form ADV
" includes, among other things, a description of the Advisers"
policies regarding allocation of securities among clients with
" common investment objectives, soft dollars and brokerage"
selection);
(j) Those provisions of the Advisers Compliance Manual that
apply to the Fund;
(k) A copy of the Advisers Proxy Voting Policies and
Procedures; and
(l) The Trusts Anti-Money Laundering Policies and Procedures.
The Adviser will promptly furnish the Subadviser from time
"to time with copies, properly certified or otherwise"
"authenticated, of all amendments of or supplements to any of the"
foregoing documents. The Adviser will also furnish the
Subadviser with copies of all the documents listed on Schedule 1
"to this Agreement, and shall promptly notify the Subadviser of"
"any material change in any of the Funds investment objectives,"
"investment strategies, investment policies, investment"
"restrictions, guidelines or procedures set forth in any of the"
"documents listed in Schedule 1. In addition, the Chief"
Compliance Officer for the Trust and the Adviser shall provide
the Subadviser with a certification that they have adopted and
approved a compliance program for the Trust adopted in accordance
with Rule 38a-1 under the 1940 Act and the compliance program for
the Adviser adopted in accordance with Rule 206(4)-7 under the
"Investment Advisers Act of 1940, as amended (Advisers Act),"
respectively.
The Chief Compliance Officer for the Subadviser shall
provide the Trust and the Adviser with copies of the Subadvisers
"Compliance Policies and Procedures, a summary of its compliance"
"program, and a certification that the Subadviser has adopted and"
approved a compliance program for the Subadviser in accordance
with Rule 206(4)-7 under the Advisers Act and such other
information as may be reasonably requested in order to permit the
Board of Trustees of the Trust to make such determinations with
respect to the Subadvisers compliance program as may be required
under Rule 38a-1 under the 1940 Act. The Subadviser has
furnished the Adviser with a copy of the Subadvisers Form ADV
most recently filed with the SEC (which Form ADV includes a
description of the Subadvisers 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 under the
1940 Act (Subadvisers Code of Ethics). The Subadviser will
promptly furnish the Adviser with copies of any amendments to
"each of those documents, including any revisions required by Rule"
204A-1 under the Advisers Act. The Subadviser will also provide
the Adviser with the Subadvisers approved list of securities for
"equity portfolios and list of affiliated persons, and any updates"
or revisions thereto at least monthly.
The Subadviser will also provide the Adviser and the Fund
accountant 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 to that list.
2. Investment Services. Subject to the oversight 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, as the Funds"
agent and attorney-in-fact with full power and authority in
connection with such assets and in a manner that is (a)
"consistent with the investment objectives, investment strategies,"
investment policies and restrictions of the Fund as set forth in
"the Funds Prospectus, (b) in conformity with the 1940 Act, (c)"
compliant with the requirements applicable to regulated
"investment companies under the Internal Revenue Code of 1986, as"
"amended, and (d) compliant with all other applicable federal"
"securities laws and regulations, instructions and directions"
received by the Subadviser in writing from the Adviser or the
"Board of Trustees, and all applicable provisions in the documents"
"provided to the Subadviser, pursuant to Section 1 above, as each"
"of the documents may, from time to time, be amended or"
supplemented.
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
Trust and familiar with such matters would use.
" The Subadviser will, at its own expense, and subject to the"
oversight of the Adviser and the Board of Trustees:
(a) Manage on a discretionary basis the Funds investments
and determine from time to time which securities will
" be purchased, retained, sold or loaned by the Fund, and"
what portion of the Funds assets will be invested or
held uninvested as cash.
" (b) Place orders with or through brokers, dealers or"
issuers in order to effect or execute portfolio
" transactions for the Fund, subject at all times to the"
Subadvisers duty to (i) use its best efforts to obtain
for the Fund the most favorable terms and best
" execution of such portfolio transactions, (ii) comply"
with any policy with respect to effecting or executing
" portfolio transactions for the Fund, as set forth in"
" the Funds Prospectus, and (iii) comply with any"
" written policies and procedures of the Trust, as"
approved by the Board of Trustees from time to time.
In using its best efforts to obtain for the Fund the
most favorable terms and best execution of portfolio
" securities, the Subadviser, bearing in mind the Funds"
" best interests at all times, shall consider all factors"
" it deems relevant, including but not limited to: the"
" price and size of the transaction, the nature of the"
" market for the security, the amount of the commission,"
" the timing of the transaction, market prices and"
" trends, the reputation, experience and financial"
stability of the broker or dealer involved in the
" transaction, and the quality of service rendered by the"
broker or dealer in other transactions.
Subject to such policies and procedures as the Board of
" Trustees may approve, the Subadviser may, to the extent"
authorized by Section 28(e) of the Securities Exchange
" Act of 1934, as amended, cause the Fund to pay a broker"
or dealer that provided brokerage and research services
to the Adviser or the Subadviser an amount of
commission for effecting a portfolio transaction in
excess of the amount of commission another broker or
dealer would have charged for effecting that
" transaction if the Subadviser determines, in good"
" faith, that such amount of commission is reasonable in"
relationship to the value of such brokerage or research
services provided viewed in terms of that particular
transaction or the Subadvisers overall
responsibilities to the Fund or its other advisory
clients. To the extent authorized by Section 28(e) and
" the Trusts Board of Trustees, the Subadviser shall not"
be deemed to have acted unlawfully or to have breached
any duty created by this Agreement or otherwise solely
by reason of such action.
Subadviser shall not be liable to the Adviser nor the
" Trust nor the Fund for any act, conduct or omission of"
any broker selected by Subadviser to provide
" transaction or other services to the Fund, and/or any"
" Fund Series, provided such broker was selected with"
reasonable care and in accordance with the provisions
of this clause (b).
(c) Submit information relating to the valuation of the
Funds securities as the Adviser or the Board may
" reasonably request. The Trust, the Fund and the"
Adviser agree and acknowledge that Subadviser is not a
pricing agent for the Fund or the Trust and shall not
be liable for any valuation determined or adopted by
" the Trust or the Fund, the Funds custodian and/or"
portfolio accounting agent in accordance with any
" information provided by the Subadviser, subject to the"
provisions of Section 10(a).
" (d) Maintain all accounts, books and records pertaining to"
the Fund (Funds Books and Records) as are required
of an investment adviser of a registered investment
company pursuant to Section 31 of the 1940 Act and the
rules and regulations adopted thereunder and by
" applicable provisions of the Advisers Act, including,"
" without limitation, a daily ledger of such assets and"
" liabilities relating to the Fund, and brokerage and"
other records of all portfolio transactions for the
Fund. The Funds Books and Records shall be available
for inspection or duplication by the Adviser and the
" Trust on any day that the Fund is open for business,"
" upon reasonable request, and shall be available for"
telecopying to the Adviser or the Trust on any such
business day.
" (e) Unless otherwise directed by Adviser in writing, take"
" action, in accordance with Advisers Proxy Voting"
" Policy, with respect to matters submitted to a vote of"
holders of voting securities held in the Funds
" portfolio, and provide Adviser with information on"
securities voted by Subadviser promptly after the vote
occurs. Adviser shall be solely responsible for making
all required filings of Form N-PX with the appropriate
regulatory bodies.
" (f) From time to time, as the Adviser or the Trustees may"
" reasonably request, furnish the Adviser and to each of"
the Board members reports of Funds securities
transactions and reports on securities held in the
" Funds portfolio, all in such detail as the Adviser or"
the Trustees may reasonably request.
(g) Inform the Adviser and the Trustees of material or
significant changes in (i) investment strategy or
policies that will be employed in managing the Funds
investments or (ii) key investment officers of the
Subadviser substantially involved in managing the
investments of the Fund or (iii) Subadvisers
" president, chief executive officer, chief financial"
" officer, chief operating officer or chief compliance"
" officer, or the persons performing the functions of any"
such office for Subadviser.
(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 request, on due notice to the Subadviser,"
" but at least annually, to review the Funds investments"
in light of current and prospective market conditions.
(i) Furnish to the Board members such information as may be
requested by them in writing and as reasonably
necessary in order for the Trustees to evaluate this
Agreement or any proposed amendments to this Agreement
for the purpose of casting a vote pursuant to Section
12 or 13 hereof.
(j) 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 Subadvisers performance hereunder.
" (k) The Subadviser will advise the Adviser, and, if"
" instructed by the Adviser, will advise the Funds"
custodian on a prompt basis and Fund accountant each
day by electronic communication of each confirmed
purchase and sale of a security for the Fund. Such
communication with respect to each security purchased
for or sold by the Fund shall provide the following
information: the name of the issuer; the full
description of the security including its class; the
amount or number of shares of the security purchased or
sold; the market price; commission paid; government
charges; the gross or net price of the security; the
trade date; the settlement date; the identity of the
" effecting broker or dealer and, if different, the"
identity of the clearing broker.
(l) 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 the registration
statement for the Fund and all periodic reports to be
" filed by the Fund or the Adviser with the SEC,"
" including but not limited to, Form N-1A, semi-annual"
" reports for the Fund on Form N-SAR and Form N-CSR,"
" proxy voting results on Form N-PX, portfolio holdings"
" on Form N-Q, shareholder communications regarding the"
" Fund, proxy materials furnished to holders of shares of"
" the Fund, and filings with state blue sky authorities"
and with United States agencies responsible for tax
matters regarding the Fund.
(m) Allow the Chief Compliance Officer of the Trust and the
" Adviser and/or his/her delegate, representatives of the"
" Adviser, internal or external auditors of the Trust and"
" Adviser, and regulators to visit and audit Subadvisers"
operations relating to Subadvisers services under this
" Agreement as may be reasonably requested, at reasonable"
" times and upon reasonable notice, but at least once"
annually.
(n) Deliver instructions or directions to the Adviser via
such written or oral reports as the Funds custodian
and fund accountant may require. Subadviser shall
" instruct all brokers, dealers or other persons"
executing orders with respect to the Fund to forward to
the Adviser copies of all brokerage or dealer
confirmations promptly after execution of all
transactions.
(o) Comply with all requirements of Rule 17j-1 under the
" 1940 Act, including the requirement to submit its Code"
of Ethics and any material changes thereto to the
" Trustees for approval, and such other requirements of"
Rule 204A-1 under the Advisers Act. The Subadviser
will submit any material change in its Code of Ethics
to the Trustees promptly after the adoption of such
change. The Subadviser will report at least quarterly
any material violations of its Code of Ethics or
related 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 and any similar requirements
as may be adopted by the SEC under the Advisers Act.
The Subadviser will also require that its Access
Persons (as such term is defined in Rule 17j-1 and
Rule 204A-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
Subadvisers Code of Ethics.
(p) Provide to the Adviser and the Trust a copy and summary
of its compliance program in accordance with Rule
" 206(4)-7 under the Advisers Act, and any material"
" changes thereto, at least annually."
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 of the Fund
or any other expenses that 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) organization and offering expenses of the Fund (including
out of pocket expenses);
" (c) legal, accounting and auditing fees and expenses of the"
Trust or the Fund;
(d) the fees and disbursements of custodians and depositories of
" the Trust or the Funds assets, or any fees and expenses of the"
" Funds administrator, transfer agents, disbursing agents, plan"
agents and registrars;
(e) the Funds interest expenses;
(f) taxes and governmental fees assessed against the Trust or
the Funds assets and payable by the Trust or the Fund;
(g) dues and expenses of each of the Fund or the Adviser for its
respective membership in investment trade organizations;
(h) cost of insurance relating to fidelity bond coverage or
directors and officers/ errors and omissions coverage for the
Fund or the Adviser;
" (i) the cost of preparing, printing and mailing Prospectuses,"
" 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(l) to the Adviser;
(j) brokers commissions and underwriting fees;
(k) the payments for maintaining the Funds books and records
(other than those books and records the Subadviser maintains in
connection with the performance or its duties under this
Agreement) and any expense associated with calculating the daily
net asset value of the shares of the Fund; and
(l) expenses of any shareholder meetings.
5. Registration as an Adviser. The Subadviser hereby
represents and warrants that it is registered with the SEC as an
"investment adviser, 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 with the SEC 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 0.45% of the value of
the average daily net assets managed by Subadviser during the
annual period for which the annual fee is paid. 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
"Funds Prospectus or, if not described therein, on such basis as"
is consistent with Rule 2a-4 and Rule 22c-1 under 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 payment of Subadvisers fee
hereunder and that the payment of fees owed to the Subadviser
shall be the sole responsibility of the Adviser.
7. Other Activities of the Subadviser and Its Affiliates. It
is understood that the services under this Agreement are not
exclusive and that nothing in this Agreement shall prevent the
Subadviser or any of its affiliates or associates from engaging
in any other business or from acting as investment adviser or
manager for any other person or entity or providing similar
"services to 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/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 trustees/directors,"
officers or employees will act as principal or agent or receive
"any commission, except in compliance with applicable law and the"
relevant policies and 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 that 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 for 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 Subadvisers 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 fair and"
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 Subadvisers investment advisory clients. It
"is further understood that the Subadviser may, but shall not be"
"obligated to, aggregate the orders for securities to be purchased"
or sold.
"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 (i) willful misfeasance, bad faith,"
or gross negligence on the part of the Subadviser or
" reckless disregard of its duties, (ii) the failure to"
disclose to the Adviser a material fact regarding the
Subadviser or its investment advisory services as they
relate to the Fund; (iii) the failure to correct any
untrue statement of a material fact regarding the
" Subadviser made by the Subadviser to the Adviser, or"
(iv) the reckless disregard by the Subadviser of its
" obligations and duties under this Agreement, 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 in connection with
rendering its services under this Agreement.
" Specifically, the Subadviser shall not be liable to the"
" Adviser, the Trust or the Fund for any error of"
" judgment or mistake of law, subject to the limitations"
" of Section 17(j) of the 1940 Act. Nothing herein,"
" however, shall derogate from the Subadvisers"
obligations under federal and state securities laws.
Subadviser will maintain a reasonable amount of
fidelity bond insurance coverage and shall provide
evidence of such coverage upon request of Adviser.
" (b) In the absence of (i) willful misfeasance, bad faith or"
gross negligence on the part of the Adviser or reckless
" disregard of its duties, (ii) the failure of the"
Adviser to disclose in the Prospectus or any filing
" made with the SEC with respect to the Trust, the Fund"
or the Adviser any material fact; (iii) the failure by
the Adviser to correct any untrue statement of a
material fact contained in the Prospectus or any other
" filing made with the SEC regarding the Trust, the Fund"
or the Adviser; or (iv) the reckless disregard by the
Adviser of its obligations and duties under this
" Agreement, Adviser shall not be subject to any"
liability to Subadviser for any act or omission in the
course of or in connection with the Advisers carrying
out its duties and obligations under this Agreement.
" Specifically, the Adviser shall not be liable to the"
Subadviser for any error of judgment or mistake of law.
" Nothing herein, however, shall derogate from the"
Advisers obligations under federal and state
securities laws.
" (c) Subadviser and Adviser shall each defend, indemnify and"
hold harmless the other party and the other partys
" affiliates, officers, trustees/directors, members,"
" employees and agents, from and against any claim, loss,"
" liability, judgment, awards, settlements for which"
" prior approval of the indemnifying party is obtained,"
" damages, deficiency, penalty, cost or expense"
(including without limitation reasonable attorneys
fees and disbursements for external counsel) resulting
from (i) the reckless disregard of the indemnifying
partys obligations and duties hereunder; (ii) willful
" misfeasance, bad faith or gross negligence on the part"
" of the indemnifying party, its officers,"
" trustees/directors, members, employees and agents with"
respect to this Agreement or the Fund or (iii) the
failure of the indemnifying party to disclose any
material fact or the failure of the indemnifying party
to correct any untrue statement of a material fact
" whether such claim, loss, liability, damages,"
" deficiency, penalty, cost or expense was incurred or"
suffered directly or indirectly.
" (d) Adviser is liable to, and shall indemnify, the Fund and"
the Trust for any acts and omissions of the Subadviser
" to the same extent the Adviser, under the terms of the"
" Advisory Agreement, is liable to, and must indemnify"
the Fund and the Trust for the Advisers acts and
omissions.
(e) The indemnification provisions in Section 10 of the
Agreement shall survive the termination of this
Agreement.
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: (a) of 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) that the Advisory Agreement is assigned or terminates"
for any reason. 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 Section 15 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 by facsimile or delivered via
" registered mail, postage prepaid or a 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 Funds 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; provided"
however that the Subadviser shall be permitted to retain at its
own expense a separate copy of such records for its own
protection and may not disclose such information to other parties
"unless required to comply with any law, rule, regulation or order"
of a court or government authority.
13. 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
condition precedent: 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.
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 Funds 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
" the Subadvisers duties hereunder, or learned by the"
Subadviser as a result of its position as Subadviser to
" the Fund, which information is not otherwise in the"
" public domain, is to be regarded as confidential"
information for use by the Subadviser only in
connection with the performance of its duties
hereunder. Any such information in the hands of the
Subadviser may be disclosed as necessary to comply with
" any law, rule, regulation or order of a court or"
government authority.
(c) Any information supplied by the Subadviser to the Trust
or the Adviser in connection with the performance of
the Subadvisers duties under this Agreement or learned
by the Trust or the Adviser as a result of the services
" provided by the Subadviser under this Agreement, which"
" information is not otherwise in the public domain, is"
to be regarded as confidential information for use by
" the Adviser, the Fund and/or its agents 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.
(d) 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 Funds name in a list of clients of the
" Subadviser), to the Adviser and to the Funds"
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.
(e) The Trust and the Adviser agree to submit any proposed
sales literature that mentions the Subadviser (other
than identifying the Subadviser as subadviser to the
Fund) 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 Trusts 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 regulatory
" authorities. Neither the Adviser, nor the Trust nor"
the Fund nor any affiliate of the foregoing will use
" the registered trademarks, service marks, logos, names"
" or any other proprietary designations of Subadviser,"
" its subsidiaries and/or affiliates (collectively,"
Subadviser Marks) in any advertising or promotional
" materials without Subadvisers prior written approval,"
which will not be unreasonably withheld. Adviser and
Subadviser will work together to develop mutually
agreeable standards and procedures for the review of
materials bearing Subadviser Marks to facilitate the
efficient creation and use of such advertising or
promotional materials.
" (f) 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:
" NWQ Investment Management Company, LLC"
0000 Xxxxxxx Xxxx Xxxx
" Xxx Xxxxxxx, XX 00000"
Attention: General Counsel
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
" Adviser: MTB Investment Advisors, Inc."
" 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx"
" Xxxxxxxxx, XX 00000"
Attention: President
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
Trust: MTB Group of Funds
0000 Xxxxxxxxx Xxxxx
" Pittsburgh, Pennsylvania 15237-7010"
Attention: Secretary
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
(g) 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"
SEC under the 1940 Act.
(h) This Agreement shall be construed in accordance with
the laws of the State of New York and the applicable
provisions of the 1940 Act.
(i) 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.
(j) Subadviser 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."
Subadviser 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 Subadvisers obligations under this
Agreement and consistent with the exceptions provided
" in 17 CFR Sections 248.14, 248.15 and 248.13,"
respectively.
(k) Any question of interpretation of any term or section
of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act or
Advisers Act shall be resolved by reference to such
term or provision of the 1940 Act or Advisers Act and
" interpretation thereof, if any, by the United States"
" courts or, in the absence of any controlling decision"
" of any such court, by rules, regulations or orders of"
the SEC validly issued pursuant to the 1940 Act or
" Advisers Act. In addition, where the effect of a"
requirement of the 1940 Act or Advisers Act reflected
" in any provision of this Agreement is relaxed by rule,"
" regulation or order of the SEC, whether of special or"
" general application, such provision shall be deemed to"
" incorporate the effect of such rule, regulation or"
order.
(l) In the event the Subadviser may deem it advantageous to
the Fund to place portfolio securities trades for the
Fund through (a) a broker-dealer affiliate of the
subadviser to another portfolio of the Trust; or (b) a
broker-dealer affiliate of the subadviser to a discrete
" portion of the Fund, the Subadviser may engage in such"
trades under Rule 17a-10 under the 1940 Act without
complying with certain provisions of Rule 17e-1 of the
" Investment Company Act of 1940, provided that"
Subadviser does not consult 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.
(m) Each of the Adviser and Subadviser represents and
warrants to the other that it has a business continuity
plan designed to restore services as promptly as
" practical as a result of work stoppage, power or other"
" mechanical failure, natural disaster, governmental"
" action, communication disruption or other impossibility"
of performance.
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/
Name: Xxxx X. Xxxxxxxx
Title: VP
" MTB INVESTMENT ADVISORS, INC."
By: /S/
Name: Xxxxxxx X. Xxxxx
Title:
NWQ INVESTMENT MANAGEMENT COMPANY
LLC
By: /S/
Name: Xxxxx X. Xxxxx
Title: Vice President
SCHEDULE 1
Custody Agreement between the Trust and the Funds custodian
"(Custodian), including information as to:"
The Funds 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 Funds
account at the Custodian
" Name, address, telephone and Fax number of the Custodians"
employees responsible for the Funds accounts
The Funds pricing service and contact persons
All applicable procedures and guidelines adopted by the Board of
"Trustees or the Adviser regarding management of the Fund,"
including but not limited to:
Transactions with affiliated persons
Guidelines for Determining Fair Value of Securities
Net Asset Value Correction Policies and Procedures
Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm
commitments and standby commitments
Derivative contracts and securities
Repurchase Agreement Guidelines
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
Procedures for cash sweep investments in money market funds
Monitoring portfolio compliance
Subadviser supervision
Daily review of pricing
Any master agreements that the Trust has entered into on behalf
"of the Fund, including:"
Master Repurchase Agreement
Master Foreign Exchange Netting Agreements
Master Swap Agreements
Form of Securities Lending Agency Agreement
Other agreements that the Trust has entered into on behalf of the
"Fund, including:"
Investment Advisory Agreement
"Other relevant documents, including:"
CFTC Rule 4.5 letter
