0001193125-08-085703 Sample Contracts

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT Among MTB GROUP OF FUNDS, ALPS DISTRIBUTORS, INC., MTB INVESTMENT ADVISORS, INC., and THE HARTFORD LIFE INSURANCE COMPANY
Participation Agreement • April 21st, 2008 • MTB Funds • New York

This AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (“Amendment No. 1”), effective as of the 17th day of November, 2007, is made by and among THE HARTFORD LIFE INSURANCE COMPANY, a Connecticut corporation (“Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth in Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as an “Account”); MTB GROUP OF FUNDS, a Delaware statutory trust (the “Trust”), on its behalf and on behalf of each of its series set forth in Schedule A hereto; ALPS DISTRIBUTORS, INC., a Colorado corporation (the “Distributor”) and MTB INVESTMENT ADVISORS, INC., a registered investment adviser (the “Advisor”).

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CUSTODY AGREEMENT
Custody Agreement • April 21st, 2008 • MTB Funds • New York

AGREEMENT, dated as of September 10, 2007 between each entity listed on Schedule II hereto (each a “Fund”, collectively the “Funds”), a statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 100 E Pratt St, Baltimore Maryland 21202 and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

DISTRIBUTION AGREEMENT
Distribution Agreement • April 21st, 2008 • MTB Funds • New York

AGREEMENT dated as of October 1, 2007 and effective as of November 16, 2007, between MTB Group of Funds (the “Fund”), an open-end, management investment company organized as a Trust under the laws of the State of Delaware, having its principal place of business at 100 E. Pratt Street Suite 1530, Baltimore, Maryland 21202 and ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934 and registered broker-dealer and member of the National Association of Securities Dealers, Inc. (“NASD”), having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Distributor”).

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • April 21st, 2008 • MTB Funds • New York

AGREEMENT made effective as of September 10, 2007, by and between each entity listed on Exhibit A hereto (each a “Fund”, collectively the “Funds”), and The Bank of New York, a New York banking organization (“BNY”).

RECORDKEEPING AGREEMENT (NON-COMPENSATION)
Recordkeeping Agreement • April 21st, 2008 • MTB Funds • Colorado

This Agreement is entered into between (“Recordkeeping Agent”) and ALPS Distributors, Inc. (“ADI”), as agent for the MTB Group of Funds (“Funds”). Unless otherwise defined, Section 16 of this Agreement sets forth the definitions for capitalized terms used in this Agreement.

INTERMEDIARY SERVICING AGREEMENT
Shareholder Servicing Agreement • April 21st, 2008 • MTB Funds • Colorado

THIS SHAREHOLDER SERVING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and , a company having its principal place of business at , , (hereinafter “Servicer”).

TRANSFER AGENT INTERACTIVE CLIENT SERVICES AGREEMENT
Transfer Agent Interactive Client Services Agreement • April 21st, 2008 • MTB Funds • Colorado

AGREEMENT made this 16th day of November, 2007, (the “Effective Date”) between MTB Group of Funds a Trust established under the laws of the State of Delaware (the “Fund”) and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”). ALPS and the Fund are collectively referred to herein as the “Parties” and individually as the “Party”.

BROKER DEALER SELLING AGREEMENT
Broker Dealer Selling Agreement • April 21st, 2008 • MTB Funds • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and , a company having its principal place of business (hereinafter “Broker/Dealer”).

AGREEMENT For ADMINISTRATIVE SERVICES
Administrative Services Agreement • April 21st, 2008 • MTB Funds • Maryland

AGREEMENT FOR ADMINISTRATIVE SERVICES, dated as of April 1, 2008 (this “Agreement”), by and between MTB Group of Funds, a Delaware business trust having its principal office and place of business in Baltimore, Maryland (“Investment Company”), on behalf of its portfolios now existing or hereafter created, as identified on Exhibit 1 hereto as the same may be amended from time to time (each a “Fund” and collectively the “Funds”), and MTB Investment Advisors, Inc., a Maryland corporation and a registered investment adviser with its principal place in Baltimore, Maryland (“MTBIA”).

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