0001318148-06-000529 Sample Contracts

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MUTUAL FUNDS SALES AND SERVICE AGREEMENT
Sales Contracts • April 28th, 2006 • MTB Group of Funds • Pennsylvania
INVESTMENT ADVISORY CONTRACT LETTER AGREEMENT
Investment Advisory Contract • April 28th, 2006 • 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, as amended, 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, 2006 through April 30, 2007.

Amendment #5 to Agreement for Administrative Services
Agreement for Administrative Services • April 28th, 2006 • MTB Group of Funds
EXHIBIT 1 to the Agreement for Administrative Services [and Transfer Agency Services] with Federated Services Company CONTRACT DATE MTB Group of Funds ------------------------------------------------------------------------------ August 22, 2003 MTB...
Agreement for Administrative Services [And Transfer Agency Services] • April 28th, 2006 • MTB Group of Funds

CONTRACT DATE MTB Group of Funds ------------------------------------------------------------------------------ August 22, 2003 MTB Balanced Fund August 22, 2003 MTB Equity Income Fund August 22, 2003 MTB Equity Index Fund August 22, 2003 MTB Income Fund August 15, 2003 MTB Intermediate-Term Bond Fund November 1, 2000 MTB International Equity Fund November 1, 2000 MTB Large Cap Growth Fund March 1, 2002 MTB Large Cap Growth Fund II August 15, 2003 MTB Large Cap Stock Fund November 1, 2000 MTB Large Cap Value Fund March 1, 2002 MTB Large Cap Value Fund II November 1, 2000 MTB Managed Allocation Fund - Aggressive Growth April 29, 2005 MTB Managed Allocation Fund - Aggressive Growth II November 1, 2000 MTB Managed Allocation Fund - Conservative Growth April 29, 2005 MTB Managed Allocation Fund - Conservative Growth II November 1, 2000 MTB Managed Allocation Fund - Moderate Growth March 1, 2002 MTB Managed Allocation Fund - Moderate Growth II August 22, 2003 MTB Maryland Municipal Bond Fun

Exhibit (h)(xxii) under Form N-1A Exhibit 10 under Item 601/Reg. S-K EXHIBIT 1 to the Administrative Services Agreement with M&T Securities, Inc. CONTRACT DATE MTB Group of Funds...
Administrative Services Agreement • April 28th, 2006 • MTB Group of Funds

CONTRACT DATE MTB Group of Funds ----------------------------------------------------------------------------- August 22, 2003 MTB Balanced Fund August 22, 2003 MTB Equity Income Fund August 22, 2003 MTB Equity Index Fund August 22, 2003 MTB Income Fund August 15, 2003 MTB Intermediate-Term Bond Fund November 1, 2000 MTB International Equity Fund November 1, 2000 MTB Large Cap Growth Fund March 1, 2002 MTB Large Cap Growth Fund II August 15, 2003 MTB Large Cap Stock Fund November 1, 2000 MTB Large Cap Value Fund March 1, 2002 MTB Large Cap Value Fund II November 1, 2000 MTB Managed Allocation Fund - Aggressive Growth April 29, 2005 MTB Managed Allocation Fund - Aggressive Growth II November 1, 2000 MTB Managed Allocation Fund - Conservative Growth April 29, 2005 MTB Managed Allocation Fund - Conservative Growth II November 1, 2000 MTB Managed Allocation Fund - Moderate Growth March 1, 2002 MTB Managed Allocation Fund - Moderate Growth II August 22, 2003 MTB Maryland Municipal Bond Fund

Exhibit (m)(vii) under Form N-1A Exhbit 1 under Item 601/Reg. S-K EXHIBIT A to the 12b-1 Agreement
12b-1 Agreement • April 28th, 2006 • MTB Group of Funds
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