ITEM 77Q1(e)(ix) - COPIES OF ANY NEW OR AMENDED REGISTRANT INVESTMENT

ADVISORY CONTRACTS







	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 Montag & Caldwell, Inc. (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 Large Cap Growth Fund II

(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 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 the

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.



The Subadviser has furnished the Adviser with a copy of the Subadviser's

approved list of securities for equity portfolios, 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 investments of

the Fund 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, and the diversification provisions of

Section 817(h) of the Code and the regulations thereunder relating to

the diversification requirements for variable life insurance policies

and variable annuity contracts), 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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC