Exhibit (d)(vii) 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 LSV
Asset Management (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 Small Cap Stock Fund (the "Fund");
The Trust and the Adviser have entered into an advisory agreement dated as of
August 22, 2003 (the "Advisory Agreement") 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 a 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 an 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. Subadviser shall comply with any such
material change promptly after receipt of any such notice.
The Subadviser has furnished the Adviser with a copy of the Subadviser's
methodology for security selection, 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 portion of the Fund's
assets allocated to the Subadviser from time to time by the Adviser in its
sole discretion ("Assets") on a discretionary basis, including the
purchase, retention and disposition of securities, in accordance with the
investment policies, objectives and restrictions of the Fund as set forth
in the Fund's Prospectus, and in conformity with the 1940 Act, the Internal
Revenue Code of 1986, as amended (including the requirements for
qualification as a regulated investment company), all other applicable laws
and regulations, instructions and directions received in writing from the
Adviser or the Board of Trustees, and the provisions contained in the
documents delivered to the Subadviser pursuant to Section 1 above, as each
of the same may from time to time be amended or supplemented, and copies
delivered to the Subadviser. It is understood and agreed that the Adviser
may also retain one or more subadvisers to manage portions of the Fund
other than the Assets, and that the amount of the Fund's total assets
managed by Subadviser may from time to time be modified at the Adviser's
sole discretion.
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 Assets and determine from time to
time what securities will be purchased, retained, sold or loaned by
the Fund in respect of the assets.
(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 securities
comprising the Assets as the Adviser may reasonably request.
(d) Maintain detailed books and records of all matters pertaining to the
Fund (the "Fund Assets' 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 Assets' 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
transactions with respect to the Assets and reports on securities
comprising the Assets, all in such detail as the Adviser or the
Trustees may reasonably request.
(g) Inform the Adviser and the Trustees of material changes in investment
strategy or tactics or in key personnel of the Subadviser (including
any changes in the personnel who manage the investment of the Assets).
(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 investment of the Assets 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.
(m) Unless the Adviser gives written instructions to the contrary, the
Subadviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies with respect to the
Assets. Without diminution of its responsibilities hereunder,
Subadviser will delegate to a third party provider (currently "ISS")
the review and voting of proxies with respect to the Assets.
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, other subadvirs 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
0.65% on the first $50 million of the average daily net asset value of the
Assets, and 0.55% of such assets in excess thereof. Such fee shall accrue
daily and be paid monthly. The "average daily net asset value" of the
Assets 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, so long as the Fund has paid
the Adviser. Calculations of the Subadviser's fee will be based on the
average daily net asset value of the Assets as determined by the Adviser or
the Trust. Unless otherwise directed by the Adviser, the Subadviser will
fully invest the Assets.
In addition to the foregoing, the Subadviser may from time to time agree in
writing not to impose all or a portion of its fee otherwise payable hereunder
(in advance of the time such fee or portion thereof would otherwise accrue)
and/or undertake to pay or reimburse the Fund for all or a portion of its
expenses not otherwise required to be borne or reimbursed by the Subadviser. Any
such fee reduction or undertaking may be discontinued or modified by the
Subadviser at any time.
7. Other Activities of the Subadviser and Its Affiliates. Nothing herein
contained shall prevent the Subadviser or any of its affiliates or
associates from engaging in any other business or from acting as investment
adviser or investment manager for any other person or entity, whether or
not having investment policies or a portfolio similar to the Fund. It is
specifically understood that officers, directors and employees of the
Subadviser and those of its affiliates may engage in providing portfolio
management services and advice to other investment advisory clients of the
Subadviser or of its affiliates.
8. Avoidance of Inconsistent Position. In connection with purchases or sales
of portfolio securities for the account of the Fund with respect to the
Assets, neither the Subadviser nor any of its directors, officers or
employees will act as principal or agent or receive any commission, except
in compliance with applicable law and the relevant procedures of the Fund.
The Subadviser shall not knowingly recommend that the Fund, with respect to
the Assets, 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, with respect to the Assets. The Subadviser shall have
no obligation to acquire with respect to the Fund Assets, 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, with respect to the Assets, 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 Assets is also to
be purchased or sold for other accounts managed by the Subadviser at the same
time, at the sole discretion of the Subadviser as to whether to aggregate such
purchases or sales, the Subadviser shall make such purchase or sale on a
pro-rata, rotating or other equitable basis, subject to cash considerations, 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 and/or Fund
Assets, 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. Subadviser will maintain appropriate fidelity bond
insurance coverage in a reasonable amount and shall provide evidence
of such coverage upon request of Adviser.
(b) In the absence of willful misfeasance, bad faith or gross negligence
on the part of Adviser, or reckless disregard of its obligations and
duties hereunder, Adviser shall not be subject to any liability to
Subadviser for any act or omission in the course of or connected with,
the Adviser's carrying out its duties and obligations under this
Agreement.
(c) Subadviser and Adviser shall each defend, indemnify and hold harmless
the other party and the other party's affiliates, officers, directors,
employees and agents, from and against any third party claim, loss,
liability, damages, deficiency, penalty, cost or expense (including
without limitation reasonable attorneys' fees and disbursements for
external counsel) resulting from the reckless disregard of the
indemnifying party's obligations and duties hereunder or willful
misfeasance, bad faith or gross negligence on the part of the
indemnifying party, its officers, directors, employees and agents with
respect to this Agreement or the Fund whether such third party 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 by Subadviser. 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 1940 Act, after giving effect to any exemption
therefrom) 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 (i) for any
reason whatsoever, 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, or (ii) for cause, by not less than
thirty (30) 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 the 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 with respect to the Assets. In addition, the Subadviser
shall deliver copies of the Fund Assets' 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 and,
if appropriate, provide approval, of 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:
LSV Asset Management
000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention : Xxxxxxxx Xxxxxxxx
Facsimile Number :
Adviser: MTB Investment Advisors, Inc.
000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: President
Trust: MTB Group of Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Secretary
Facsimile Number: (000) 000-0000
(e) For purposes of this Agreement: (i) "affirmative vote of a majority of
the outstanding voting securities of the Fund" means the affirmative
vote, at an annual meeting or a special meeting of the shareholders of
the Fund, duly called and held, (A) of 67% or more of the shares of
the Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of
the Fund entitled to vote at such meeting are present (in person or by
proxy), or (B) of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting, whichever is less; and (ii)
"interested person" and "assignment" shall have the respective
meanings as set forth in the 1940 Act, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission
under said Act.
(f) This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the 1940 Act.
(g) The provisions of this Agreement are independent of and separable from
each other and no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other or
others of them may be deemed invalid or unenforceable in whole or in
part.
(h) Sub-Adviser agrees to maintain the security and confidentiality of
nonpublic personal information (NPI") of Fund customers and consumers,
as those terms are defined in Xxxxxxxxxx X-X, 00 XXX Part 248. Adviser
agrees to use and redisclose such NPI for the limited purposes of
processing and servicing transactions; for specific law enforcement
and miscellaneous purposes; and to service providers or in connection
with joint marketing arrangements directed by the Fund, in each
instance in furtherance of fulfilling Adviser's obligations under this
Agreement and consistent with the exceptions provided in 17 CFR
Sections 248.14, 248.15 and 248.13, respectively.
15. Limitations of Liability of Trustees and Shareholders of the Trust. The
execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an authorized officer of the Trust,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon any
of the Trustees or shareholders of the Trust, but bind only the appropriate
property of the Fund, or Class, as provided in the Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
on their behalf by their duly authorized officers as of the date first above
written.
MTB GROUP OF FUNDS MTB INVESTMENT ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: President
LSV ASSET MANAGEMENT
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Partner
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
Exhibit (d)(xiii) 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
LSV ASSET MANAGEMENT
This Amendment to the Subadvisory Agreement ("Agreement") dated August 22,
2003 among MTB Group of Funds ("Trust"), MTB Investment Advisors, Inc.
("Adviser"), and LSV Asset Management ("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 Small 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
LSV ASSET MANAGEMENT
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: COO
