ITEM 77Q1(e)(iii) - COPIES OF ANY NEW OR AMENDED REGISTRANT INVESTMENT
ADVISORY CONTRACTS
MTB GROUP OF FUNDS
INVESTMENT ADVISORY CONTRACT
This Contract is made this 22nd day of August, 2003, between MTB
Investment Advisors, Inc., a Maryland corporation, having its principal
place of business in Baltimore, Maryland (the "Adviser"), and MTB Group
of Funds, a Delaware statutory trust, having its principal place of
business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
(the "Trust").
WHEREAS the Trust is an open-end management investment company as
that term is defined in the Investment Company Act of 1940, as
amended, and is registered as such with the Securities and Exchange
Commission; and
WHEREAS Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for
each of the portfolios ("Funds") of the Trust which executes an exhibit
to this Contract, and Adviser accepts the appointments. Subject to the
direction of the Trustees of the Trust, Adviser shall provide investment
research and supervision of the investments of the Funds and conduct a
continuous program of investment evaluation and of appropriate sale or
other disposition and reinvestment of each Fund's assets.
2. Adviser, in its supervision of the investments of each of the
Funds will be guided by each of the Fund's investment objective and
policies and the provisions and restrictions contained in the Articles
of Incorporation and By-Laws of the Trust and as set forth in the
Registration Statements and exhibits as may be on file with the
Securities and Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its own
expenses and its allocable share of Trust expenses, including, without
limitation, the expenses of organizing the Trust and continuing its
existence; fees and expenses of Trustees and officers of the Trust; fees
for investment advisory services and administrative personnel and
services; expenses incurred in the distribution of its shares
("Shares"), including expenses of administrative support services; fees
and expenses of preparing and printing its Registration Statements under
the Securities Act of 1933 and the Investment Company Act of 1940, as
amended, and any amendments thereto; expenses of registering and
qualifying the Trust, the Funds, and Shares of the Funds under federal
and state laws and regulations; expenses of preparing, printing, and
distributing prospectuses (and any amendments thereto) to shareholders;
interest expense, taxes, fees, and commissions of every kind; expenses
of issue (including cost of Share certificates), purchase, repurchase,
and redemption of Shares, including expenses attributable to a program
of periodic issue; charges and expenses of custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents, and
registrars; printing and mailing costs, auditing, accounting, and legal
expenses; reports to shareholders and governmental officers and
commissions; expenses of meetings of Trustees and shareholders and proxy
solicitations therefor; insurance expenses; association membership dues
and such nonrecurring items as may arise, including all losses and
liabilities incurred in administering the Trust and the Funds. Each
Fund will also pay its allocable share of such extraordinary expenses as
may arise including expenses incurred in connection with litigation,
proceedings, and claims and the legal obligations of the Trust to
indemnify its officers and Trustees and agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all services
rendered to each Fund by Adviser hereunder, the fees set forth in the
exhibits attached hereto.
5. The net asset value of each Fund's Shares as used herein will
be calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as it
deems appropriate reduce its compensation (and, if appropriate, assume
expenses of one or more of the Funds) to the extent that any Fund's
expenses exceed such lower expense limitation as the Adviser may, by
notice to the Fund, voluntarily declare to be effective.
7. This Contract shall begin for each Fund as of the date of
execution of the applicable exhibit and shall continue in effect with
respect to each Fund presently set forth on an exhibit (and any
subsequent Funds added pursuant to an exhibit during the initial term of
this Contract) for two years from the date of this Contract set forth
above and thereafter for successive periods of one year, subject to the
provisions for termination and all of the other terms and conditions
hereof if: (a) such continuation shall be specifically approved at
least annually by the vote of a majority of the Trustees of the Trust,
including a majority of the Trustees who are not parties to this
Contract or interested persons of any such party cast in person at a
meeting called for that purpose; and (b) Adviser shall not have notified
a Fund in writing at least sixty (60) days prior to the anniversary date
of this Contract in any year thereafter that it does not desire such
continuation with respect to that Fund. If a Fund is added after the
first approval by the Trustees as described above, this Contract will be
effective as to that Fund upon execution of the applicable exhibit and
will continue in effect until the next annual approval of this Contract
by the Trustees and thereafter for successive periods of one year,
subject to approval as described above.
8. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of
any penalty, by the Trustees of the Trust or by a vote of the
shareholders of that Fund on sixty (60) days' written notice to Adviser.
9. This Contract may not be assigned by Adviser and shall
automatically terminate in the event of any assignment. Adviser may
employ or contract with such other person, persons, corporation, or
corporations at its own cost and expense as it shall determine in order
to assist it in carrying out this Contract.
10. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties under
this Contract on the part of Adviser, Adviser shall not be liable to the
Trust or to any of the Funds or to any shareholder for any act or
omission in the course of or connected in any way with rendering
services or for any losses that may be sustained in the purchase,
holding, or sale of any security.
11. This Contract may be amended at any time by agreement of the
parties provided that the amendment shall be approved both by the vote
of a majority of the Trustees of the Trust, including a majority of the
Trustees who are not parties to this Contract or interested persons of
any such party to this Contract (other than as Trustees of the Trust)
cast in person at a meeting called for that purpose, and on behalf of a
Fund by a majority of the outstanding voting securities of such Fund.
12. The Adviser acknowledges that all sales literature for
investment companies (such as the Trust) are subject to strict
regulatory oversight. The Adviser agrees to submit any proposed sales
literature for the Trust (or any Fund) or for itself or its affiliates
which mentions the Trust (or any Fund) to the Trust's distributor for
review and filing with the appropriate regulatory authorities prior to
the 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 Adviser to produce sales literature for the Trust (or
any Fund). The Trust agrees to cause its distributor to promptly review
all such sales literature to ensure compliance with relevant
requirements, to promptly advise Adviser of any deficiencies contained
in such sales literature, to promptly file complying sales literature
with the relevant authorities, and to cause such sales literature to be
distributed to prospective investors in the Trust.
14. 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(s), in
each instance in furtherance of fulfilling Adviser's obligations under
this Contract and consistent with the exceptions provided in 17 CFR
Sections 248.14, 248.15 and 248.13, respectively.
14. This Contract shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
15. This Contract will become binding on the parties hereto upon
their execution of the attached exhibits to this Contract.
16. 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.
SCHEDULE A
to the
Investment Advisory Contract
Funds
Fee (based on average daily
net assets)
MTB Large Cap Growth Fund
0.85%
MTB Large Cap Value Fund
0.70%
MTB Mid Cap Stock Fund
0.85%
MTB New York Municipal Bond Fund
0.70%
MTB U.S. Government Bond Fund
0.70%
Witness the due execution hereof this 22nd day of August, 2003.
MTB INVESTMENT ADVISORS, INC. MTB GROUP OF FUNDS
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxxxxxx
Title: President Title: Vice President
