Exhibit (d)(xxvi) 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 Agreement ("AGREEMENT") among MTB Group of Funds
("TRUST"), MTB Investment Advisors, Inc. ("ADVISOR") and LSV Asset Management
("SUBADVISOR") is made and entered into as of the 30th day of January, 2007.
WHEREAS, the Funds and the Advisor have entered into the Agreement with
the Subadvisor, dated August 22, 2003, under and pursuant to which the
Subadvisor is a subadvisor of MTB Small Cap Stock Fund ("FUND");
WHEREAS, it is necessary and desirable to amend Section 2(m) of the
Agreement, which deals with the Subadvisor's obligation to vote proxies with
respect to voting securities held in the Fund's portfolio, in order to reflect
the understanding among the parties that such proxies will be voted in
accordance with the Advisor's Proxy Voting Policy;
NOW, THEREFORE, the parties, intending to be legally bound, agree that
Section 2 (m) of the Agreement is hereby amended in its entirety to read as
follows:
"Unless otherwise directed by Advisor in writing, LSV will take action in
accordance with Advisor's Proxy Voting Policies with respect to matters
submitted to a vote of holders of voting securities held in the Fund's
portfolio, and provide Adviser with information on securities voted by
Subadvisor promptly after the vote occurs. Advisor shall be solely responsible
for making all required filings of Form N-PX with the appropriate regulatory
bodies."
In all other respects, the Agreement shall remain in full force and
effect.
WITNESS the due execution hereof this 30th day of January, 2007.
MTB GROUP OF FUNDS
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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MTB INVESTMENT ADVISORS, INC.
By: /s/ Xxxxxxx X. Dwyer________
Name: Xxxxxxx X. Xxxxx
Title: President & CIO
LSV ASSET MANAGEMENT
By: /s/ Tremaine Atkinson_______
Name: Xxxxxxxx Xxxxxxxx
Title: COO
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