0001056288-04-000252 Sample Contracts

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INVESTMENT ADVISORY CONTRACT LETTER AGREEMENT
Investment Advisory Contract • April 28th, 2004 • MTB Group of Funds

Under the Investment Advisory Contract between MTB Investment Advisors, Inc. (the "Adviser") and MTB Group of Funds (the "Trust"), dated August 22, 2003, the Adviser agrees to contractually waive all or a portion of its investment advisory fee (based on average daily net assets) to which it is otherwise entitled to receive from the Funds listed below and/or to reimburse certain operating expenses of the Funds in order to limit each Fund's total operating expenses to not more than the stated amount of the Fund's average daily net assets, for the period from May 1, 2004 through April 30, 2005.

WITNESSETH:
Service Mark License Agreement • April 28th, 2004 • MTB Group of Funds • New York
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