ITEM 77Q1(e)(iv) - COPIES OF ANY NEW OR AMENDED REGISTRANT INVESTMENT
ADVISORY CONTRACTS
SUBADVISORY AGREEMENT
This Subadvisory Agreement (this "Agreement") is entered into as
of the 22nd day of August, 2003, by and among MTB Group of Funds, a
Delaware statutory trust (the "Trust"), MTB Investment Advisors, Inc.,
a Maryland corporation (the "Adviser"), and Federated Investment
Management Company, a Delaware business trust ("FIMC").
RECITALS:
A. The Trust and the Adviser have entered into an advisory agreement
dated August 22, 2003 (the "Advisory Agreement"), pursuant to
which the Adviser provides portfolio management services to, among
others, the portfolio series of the Trust set forth on Schedule 1
to this Agreement (each a "Fund" and collectively the
"Funds");
B. The Advisory Agreement contemplates that the Adviser may fulfill
its portfolio management responsibilities under the Advisory
Agreement by engaging one or more subadvisers; and
C. The Adviser and the Board of Trustees (the "Board") of the Trust
desire to retain FIMC to render portfolio management services in
the manner and on the terms set forth in this Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Trust, the Adviser and FIMC
agree as follows:
SECTION 1. APPOINTMENT OF SUBADVISER.
The Adviser hereby appoints FIMC as subadviser for each Fund. The
Adviser authorizes FIMC, in its discretion and without prior
consultation with the Adviser, to invest and manage each Fund's
portfolio of Securities according to such Fund's stated investment
objective to the fullest extent permitted by:
(a) the Fund's investment policies, limitations, procedures and
guidelines set forth in the documents listed on Schedules 2 and 3
to this Agreement;
(b) any additional objectives, policies or guidelines
established by the Adviser or by the Board that have been
furnished in writing to FIMC;
(c) the provisions of the Investment Company Act of 1940 (the
"1940 Act") and the rules and regulations thereunder applicable
to the Fund, including rule
2a-7 promulgated thereunder ("Rule 2a-7"); and
(d) the provisions of Subchapter M of the Internal Revenue Code
applicable to "regulated investment companies."
For purposes of this Agreement, "Securities" include all investments
and investment techniques permitted under the foregoing policies,
limitations, procedures, guidelines, laws or regulations. Subject to the
supervision of the Adviser and the Board, FIMC shall determine the
structure and composition of the Fund's portfolio, including the
purchase, retention and disposition of, and exercise of all rights
pertaining to, the Securities comprising the portfolio.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
SECTION 2.1. REPRESENTATIONS AND WARRANTIES OF FIMC
FIMC represents and warrants to Adviser as follows:
(a) FIMC is a business trust duly organized, validly existing,
and in good standing under the laws of the State of Delaware.
(b) This Agreement constitutes the legal, valid, and binding
obligation of FIMC, enforceable against FIMC in accordance with
its terms. FIMC has the absolute and unrestricted right, power,
and authority to execute and deliver this and to perform its
obligations under this Agreement.
(c) Neither the execution and delivery of this Agreement by FIMC
nor the performance of any of its obligations hereunder will give
any person the right to prevent, delay, or otherwise interfere
with the performance of such obligations pursuant to:
(i) any provision of FIMC's Declaration of Trust or
By-Laws;
(ii) any resolution adopted by the board of trustees
or the shareholders of FIMC;
(iii) any law, regulation or administrative or court
order to which FIMC may be subject; or
(iv) any contract to which FIMC is a party or by which
FIMC may be bound.
FIMC is not and will not be required to obtain any consent from
any person in connection with the execution and delivery of this
Agreement or the performance of any obligations hereunder.
(d) FIMC is registered with the Securities and Exchange
Commission ("SEC") as an investment adviser under the Investment
Advisers Act of 1940 (the "Advisers Act") and is registered or
licensed as an investment adviser under the laws of all
jurisdictions in which its activities require it to be so
registered or licensed, except where the failure to be so licensed
would not have a material adverse effect on its business.
(e) FIMC has furnished to the Adviser true and complete copies
of all the documents listed on Schedule 3 to this Agreement.
SECTION 2.2. REPRESENTATIONS AND WARRANTIES OF THE ADVISER
The Adviser represents and warrants to FIMC as follows:
(a) The Adviser is a bank and trust company duly organized,
validly existing, and in good standing under the laws of the State
of New York.
(b) This Agreement constitutes the legal, valid, and binding
obligation of the Adviser, enforceable against the Adviser in
accordance with its terms. The Adviser has the absolute and
unrestricted right, power, and authority to execute and deliver
this and to perform its obligations under this Agreement.
(c) Neither the execution and delivery of this Agreement by the
Adviser nor the performance of any of its obligations hereunder
will give any person the right to prevent, delay, or otherwise
interfere with the performance of such obligations pursuant to:
(i) any provision of the Adviser's Articles of
Incorporation or By-Laws;
(ii) any resolution adopted by the board of Trustees
or the shareholders of the Adviser;
(iii) any law, regulation or administrative or court
order to which the Adviser may be subject; or
(iv) the Advisory Agreement or any other contract to
which the Adviser is a party or by which the
Adviser may be bound.
Except for the approval of the Board and of each Fund's
shareholders as required by Section 15 of the 1940 Act, the
Adviser is not and will not be required to obtain any consent from
any person in connection with the execution and delivery of this
Agreement or the performance of any obligations hereunder.
(d) The Adviser is registered with the SEC or is otherwise
exempt from registration as an investment adviser under the
Advisers Act and is registered or licensed or is otherwise exempt
from registration or licensing as an investment adviser under the
laws of all jurisdictions in which its activities require it to be
so registered or licensed, except where the failure to be so
licensed would not have a material adverse effect on its business.
(e) The Adviser has furnished to FIMC true and complete copies
of all the documents listed on Schedule 2 to this Agreement.
SECTION 3. CONDITIONS TO AGREEMENT.
FIMC's and the Adviser's obligations under this Agreement are
subject to the satisfaction of the following conditions precedent:
(a) Receipt by FIMC of satisfactory evidence that (i) this
Agreement and the Advisory Agreement have been approved by the
vote of a majority of the Trustees, who are not interested persons
of FIMC or the Adviser, cast in person at a meeting of the Board
called for the purpose of voting on such approval, and (ii) this
Agreement and the Advisory Agreement have been approved by the
vote of a majority of the outstanding voting securities of the
Fund;
(b) Receipt by FIMC of copies of instructions from each Fund to
its custodian designating the persons specified by FIMC as
"Authorized Persons" under the Fund's custody agreement and the
custodian's agreement to provide such persons with cash balances
and similar information necessary to manage each Fund;
(c) The Trust's execution and delivery of a limited power of
attorney in favor of FIMC, in a form mutually acceptable to FIMC,
the Adviser and the Board;
(d) Receipt by FIMC and the Adviser of an endorsement adding the
Funds as named insureds to FIMC's Money Market Net Asset Value
Guaranty Policy at the Funds' expense;
(e) Receipt by FIMC of Board resolutions adopting all procedures
and guidelines listed on Schedule 3 to this Agreement and
identified as required by Rule 2a-7 or any other exemptive rule or
order that is or will become applicable to any Fund;
(f) Receipt by FIMC of complete copies of all other policies
procedures, guidelines, and codes listed on Schedule 2 to this
Agreement; and
(g) Any other documents, certificates or other instruments that
FIMC or the Adviser may reasonable request from the Fund.
SECTION 4. COMPENSATION.
For the services provided under this Agreement, the Adviser shall
pay to FIMC an annual fee equal to the percentage(s) of a Fund's average
daily net assets set forth opposite such Fund's name on Schedule 1. Such
fee accrues daily and shall be paid monthly. If this Agreement is
effective for only a portion of a month, the fee will be prorated for
the portion of such month during which this Agreement is in effect.
SECTION 5. INFORMATION AND REPORTS.
(a) The Adviser shall promptly notify FIMC of any (i) change in
the Advisory Agreement or (ii) material change in any of the
investment objectives, policies, limitations, guidelines or
procedures set forth in the documents listed on Schedules 2 and 3
to this Agreement, and shall provide FIMC with copies of any such
modified document; provided, however, that the Adviser shall
provide FIMC with such notice at least fifteen days in advance of
any proposed change in an objective, policy, limitation, guideline
or procedure specified in paragraphs ((a)) and ((b)) of SECTION
1.
(b) The Adviser shall also provide FIMC with a list, to the best
of the Adviser's knowledge, of all affiliated persons of Adviser
(and any affiliated person of such an affiliated person) and shall
promptly update the list whenever the Adviser becomes aware of any
additional affiliated persons.
(c) FIMC shall maintain separate books and detailed records of
all matters pertaining to all securities transactions on behalf of
each Fund hereunder as required by the 1940 Act, the Advisers Act,
or as reasonably requested in writing by the Adviser (a "Fund's
Books and Records"). Each Fund's Books and Records shall be
available to the Adviser at any time upon reasonable request and
shall be available for telecopying to the Adviser during any day
that a Fund is open for business.
(d) From time to time as the Adviser or the Board may reasonably
request, FIMC shall furnish to the Adviser and to the Board,
reports of portfolio transactions and reports on Securities held
by a Fund, and such other reports regarding FIMC's management of
any Fund as the Adviser or the Board may reasonably request, all
in such detail and form as the Adviser, the Board, and FIMC
mutually agree. FIMC will also inform the Adviser and the Board on
a current basis of changes in the investment strategy or in the
portfolio manager(s) for any Fund.
SECTION 6. NONEXCLUSIVE AGREEMENT; ALLOCATION OF TRANSACTIONS.
(a) The investment management services provided by FIMC
hereunder are not to be deemed to be exclusive, and nothing in
this Agreement shall prohibit FIMC from rendering similar services
to other advisers, investment companies, and other types of
clients. The Adviser and the Trust acknowledge that the investment
objectives of the Fund and those of other FIMC clients may be
similar and that the investment performance of the respective
portfolios of these clients and the Funds may differ.
(b) To the extent consistent with applicable law, FIMC may
aggregate purchase or sell orders for a Fund with contemporaneous
purchase or sell orders of other clients of FIMC or its affiliated
persons. In such event, allocation of the Securities so purchased
or sold, as well as the expenses incurred in the transaction,
shall be made by FIMC in the manner FIMC considers to be the most
equitable and consistent with its and its affiliates' fiduciary
obligations to the Fund and to such other clients. The Adviser
hereby acknowledges that such aggregation of orders may not result
in a more favorable price or lower brokerage commissions in all
instances.
(c) FIMC will place orders with or through such banks, brokers,
dealers, futures commission merchants and other firms
("Brokers") in accordance with the policy regarding brokerage
set forth in a Fund's registration statement or as the Board may
direct from time to time. Bearing in mind a Fund's best interest
at all times, FIMC shall use its best efforts to obtain the most
favorable price and execution for the Fund's transactions
available, considering all factors FIMC deems relevant, including
by way of illustration, the size of the transaction, the nature of
the market for the security and the difficulty expected to be
encountered in executing the transaction, the amount of the
commission, the timing of the transaction taking into account
market prices and trends, the reputation, experience and financial
stability of the Broker involved and the quality of service
rendered by the Broker in other transactions. Subject to such
policies as the Board may determine, FIMC shall not be deemed to
have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of having caused the Fund
to pay a Broker that provides brokerage and research services to
FIMC or the Adviser (or to their respective affiliated persons) an
amount of commission for effecting a Fund's transaction that is
greater than the amount of commission that another Broker would
have charged for effecting that transaction. FIMC may enter into
transactions on behalf of a Fund with Brokers that are affiliated
persons of FIMC, provided such transactions are exempt from the
provisions of Sections 17(a), (d) and (e) of the 1940 Act. The
Trust agrees that any change in the policies referred to in this
paragraph shall be subject to the proviso in SECTION 5((a)) of
this Agreement.
SECTION 7. FUND EXPENSES.
FIMC shall bear its own costs of providing services hereunder;
provided that, nothing in this Agreement shall require FIMC to pay, and
each Fund shall pay or reimburse FIMC for, all of the Fund's own
expenses and its allocable share of the Trust's expenses incurred in
managing its portfolio of Securities, including all commissions, ▇▇▇▇-
ups, transfer fees, registration fees, ticket charges, transfer taxes,
custodian fees and similar expenses. Each Fund shall promptly reimburse
FIMC for any expense as may be reasonably incurred by FIMC on behalf of
the Fund; provided, however, that FIMC shall not incur any extraordinary
expense on behalf of the Fund without the prior written consent of the
Adviser. FIMC shall keep and provide to the Trust and the Adviser
adequate records of all expenses incurred by FIMC on behalf of the Fund.
SECTION 8. LIMITATION OF LIABILITY.
(a) In the absence of willful misfeasance, bad faith or gross
negligence on the part of FIMC, or of reckless disregard by FIMC
of its obligations and duties hereunder, FIMC shall not be subject
to any liability to the Adviser, the Fund, the Trust, any
shareholder of the Fund, or to any person, firm or organization.
Without limiting the foregoing, FIMC shall not have any liability
whatsoever for any investment losses incurred by a Fund, or
arising from transactions by a Fund, prior to the date on which
FIMC assumes responsibility for the management of the Fund's
portfolio.
(b) The Adviser, the Trust, and the Fund are hereby expressly
put on notice of the limitation of liability as set forth in the
Declaration of Trust of FIMC and agree that the obligations
assumed by FIMC pursuant to this Agreement shall be limited in any
case to FIMC and its assets and the Adviser, the Trust, and the
Fund shall not seek satisfaction of any such obligation from the
shareholders of FIMC, the trustees of FIMC, officers, employees or
agents of FIMC, or any of them.
SECTION 9. PRICING.
The Adviser, the Trust and the Fund hereby acknowledge that FIMC
is not responsible for pricing portfolio Securities, and that the
Adviser and FIMC will rely on the Amortized Cost Procedures listed in
Schedule 3.
SECTION 10. TERM.
This Agreement shall begin as of the date of its execution and
shall continue in effect for a period of two years from the date hereof
and thereafter for successive periods of one year, subject to the
provisions for termination and all of the other terms and conditions
hereof if such continuance is specifically approved at least annually in
conformity with the requirements of the 1940 Act; provided, however,
that this Agreement may be terminated by a Fund at any time, without the
payment of any penalty, by the Board or by vote of a majority of the
outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of a Fund, or
by the Adviser or FIMC at any time, without the payment of any penalty,
on not less than 60 days' written notice to the other parties. This
Agreement shall terminate automatically in the event of its assignment
or upon termination of the Advisory Agreement. In the event of
termination, FIMC shall immediately cease all activity on behalf of the
Fund and with respect to its Securities, except as expressly directed by
the Adviser. In addition, FIMC shall deliver the Fund's Books and
Records to the Adviser by such means and in accordance with such
schedule, and shall otherwise cooperate, as reasonably directed by the
Adviser, in the transition of managing the Fund's portfolio of
Securities to any successor of FIMC, including the Adviser. Any
reasonable third party expenses incurred in connection with the
termination shall be paid by the Fund. Termination of the Agreement
shall not relieve the Fund, the Adviser or FIMC of any liability
previously incurred hereunder.
SECTION 11. GENERAL PROVISIONS
SECTION 11.1. NOTICES
All notices, consents, waivers, and other communications under
this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt),
(b) sent by telecopier (with written confirmation of receipt), provided
that a copy is mailed by registered mail, return receipt requested, or
(c) when received by the addressee, if sent by a nationally recognized
overnight delivery service (receipt requested), in each case to the
appropriate addresses and telecopier numbers set forth below (or to such
other addresses and telecopier numbers as a party may designate by
notice to the other parties):
FIMC: Federated Investment Management Company
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Adviser: MTB Investment Advisors, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
Trust: MTB Group of Funds
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Secretary
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
SECTION 11.2. FURTHER ASSURANCES
The parties agree (a) to furnish upon request to each other such
further information, (b) to execute and deliver to each other such other
documents, and (c) to do such other acts and things, all as the other
party may reasonably request for the purpose of carrying out the intent
of this Agreement and the documents referred to in this Agreement.
SECTION 11.3. WAIVER
The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any
party in exercising any right, power, or privilege under this Agreement
or the documents referred to in this Agreement will operate as a waiver
of such right, power, or privilege, and no single or partial exercise of
any such right, power, or privilege will preclude any other or further
exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege.
SECTION 11.4. ENTIRE AGREEMENT AND MODIFICATION
This Agreement supersedes all prior agreements between the parties
with respect to its subject matter and constitutes (along with the
documents referred to in this Agreement) a complete and exclusive
statement of the terms of the agreement between the parties with respect
to its subject matter. This Agreement may not be amended except by a
written agreement executed by the party to be charged with the
amendment.
SECTION 11.5. ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS
Subject to SECTION 10, this Agreement will apply to, be binding
in all respects upon, and inure to the benefit of the successors and
permitted assigns of the parties. Nothing expressed or referred to in
this Agreement will be construed to give any person other than the
parties to this Agreement any legal or equitable right, remedy, or claim
under or with respect to this Agreement or any provision of this
Agreement. This Agreement and all of its provisions and conditions are
for the sole and exclusive benefit of the parties to this Agreement and
their successors and assigns.
SECTION 11.6. SEVERABILITY
If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any
provision of this Agreement held invalid or unenforceable only in part
or degree will remain in full force and effect to the extent not held
invalid or unenforceable.
SECTION 11.7. SECTION HEADINGS, CONSTRUCTION
The headings of Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation.
All references to "Section" or "Sections" refer to the corresponding
Section or Sections of this Agreement. All words used in this Agreement
will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including"
does not limit the preceding words or terms. Any terms defined in the
1940 Act, and not otherwise defined in this Agreement, are used with the
same meaning in this Agreement.
SECTION 11.8. GOVERNING LAW
This Agreement will be governed by the laws of the State of
Pennsylvania without regard to conflicts of laws principles.
SECTION 11.9. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this Agreement and all
of which, when taken together, will be deemed to constitute one and the
same agreement.
SECTION 11.10. LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF THE
TRUST
The execution and delivery of this Agreement have been authorized
by the Trustees of the Trust and signed by an authorized officer of the
Trust, acting as such, and neither such authorization by such Trustees
nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any
of them personally, and the obligations of this Agreement are not
binding upon any of the Trustees or shareholders of the Trust, but bind
only the appropriate property of the Fund, or Class, as provided in the
Declaration of Trust.
SECTION 11.11. MISCELLANEOUS
Sub-Adviser agrees to maintain the security and confidentiality of
nonpublic personal information (NPI") of Fund customers and consumers,
as those terms are defined in ▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇ ▇▇▇ Part 248. Adviser
agrees to use and redisclose such NPI for the limited purposes of
processing and servicing transactions; for specific law enforcement and
miscellaneous purposes; and to service providers or in connection with
joint marketing arrangements directed by the Fund, in each instance in
furtherance of fulfilling Adviser's obligations under this Agreement and
consistent with the exceptions provided in 17 CFR Sections 248.14,
248.15 and 248.13, respectively.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be signed on their behalf by their duly authorized officers as of the
date first above written.
MTB INVESTMENT ADVISORS, INC. FEDERATED INVESTMENT MANAGEMENT
COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President Title: Vice President
MTB GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
SCHEDULE 1 - FUNDS AND SUBADVISORY FEES
Name of Series Subadvisory Fees
MTB New York Tax-Free Money Market Fund
- first $100 million average daily net assets .20%
- next $100 million average daily net assets .18%
- average daily net assets over $200 million .15%
SCHEDULE 2 - FUND DOCUMENTATION
1. Trust's Declaration of Trust and Bylaws.
2. Currently effective registration statement for each class of each
Fund's shares and any pending amendments to such registration
statement.
3. Any supplements to any prospectus or statement of additional
information for any class of any Fund's shares.
4. Custody Agreement between the Trust and State Street Bank and Trust
Company, as Custodian for each Fund's securities, including
information as to:
* each Fund's nominee,
* the Federal tax identification numbers of each Fund and its
nominee,
* all routing, bank, participant and account numbers and other
information necessary to provide proper instructions for transfer
and delivery of Securities to each Fund's accounts at the
Custodian,
* the name, address, phone and fax number of the Custodian's
employees responsible for each Fund's accounts, and
* each Fund's pricing service and contact persons.
5. All SEC exemptive orders applicable to any Fund, and all procedures
and guidelines adopted by the Board under the terms of such orders.
6. All procedures and guidelines adopted by the Board or the Adviser
regarding:
* Transactions with affiliated persons,
* Evaluating the liquidity of securities, including restricted
securities, municipal leases and stripped U.S. government
securities,
* Segregation of liquid assets in connection with firm commitments
and standby commitments,
* Derivative contracts and securities,
* Rule 10f-3 (relating to affiliated underwriting syndicates),
* Rule 17a-7 (relating to interfund transactions),
* Rule 17e-1 (relating to transactions with affiliated Brokers), and
* Release No. IC-22362 (granting exemptions for investments in money
market funds).
7. Any master agreements that the Trust has entered into on behalf of
any Fund, including:
* Master Repurchase Agreement,
* Master Futures and Options Agreements,
* Master Foreign Exchange Netting Agreements, and
* Master Swap Agreements.
8. CFTC Rule 4.5 letter.
9. Schedule of the current year's Board meetings, and any reports needed
by the Board.
10. Names, addresses, phone numbers and contacts for entities responsible
for performance calculations.
SCHEDULE 3 - SUBADVISER DOCUMENTATION
1. Part II of FIMC's Form ADV most recently filed with the SEC.
2. Guidelines and procedures required by Rule 2a-7, consisting of:
* Forms of resolutions authorizing use of the amortized cost method,
* Amortized Cost Procedures, and
* Federated Investment Adviser Guidelines
3. Procedures and checklists required by the following exemptive rules
and orders under the 1940 Act:
* Rule 17f-4 (relating to securities held in securities
depositories),
* Rule 17j-1 (relating to a code of ethics), and
* Release No. IC-19816 (granting exemptions for transactions with
"affiliated banks").
4. Policies regarding the allocation of securities among clients with
common investment objectives.
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of August 22, 2003, that
MTB Group of Funds, a statutory trust duly organized under the laws of
the state of Delaware (the "Trust"), does hereby nominate, constitute
and appoint Federated Investment Management Company, a business trust
duly organized under the laws of the Delaware (the "Subadviser"), to act
hereunder as the true and lawful agent and attorney-in-fact of the
Trust, acting on behalf of each of the series portfolios for which the
Subadviser acts as investment adviser shown on Schedule 1 attached
hereto and incorporated by reference herein (each such series portfolio
being hereinafter referred to as a "Fund" and collectively as the
"Funds"), for the specific purpose of executing and delivering all such
agreements, instruments, contracts, assignments, bond powers, stock
powers, transfer instructions, receipts, waivers, consents and other
documents, and performing all such acts, as the Subadviser may deem
necessary or reasonably desirable, related to the acquisition,
disposition and/or reinvestment of the funds and assets of a Fund of the
Trust in accordance with Subadviser's supervision of the investment,
sale and reinvestment of the funds and assets of each Fund pursuant to
the authority granted to the Subadviser as investment adviser of each
Fund under that certain subadvisory contract dated August 22, 2003, by
and between the Subadviser and the Trust (such subadvisory contract, as
may be amended, supplemented or otherwise modified from time to time is
hereinafter referred to as the "Subadvisory Contract").
The Subadviser shall exercise or omit to exercise the powers and
authorities granted herein in each case as the Subadviser in its sole
and absolute discretion deems desirable or appropriate under existing
circumstances. The Trust hereby ratifies and confirms as good and
effectual, at law or in equity, all that the Subadviser, and its
officers and employees, may do by virtue hereof. However, despite the
above provisions, nothing herein shall be construed as imposing a duty
on the Subadviser to act or assume responsibility for any matters
referred to above or other matters even though the Subadviser may have
power or authority hereunder to do so. Nothing in this Limited Power of
Attorney shall be construed (i) to be an amendment or modifications of,
or supplement to, the Subadvisory Contract, (ii) to amend, modify, limit
or denigrate any duties, obligations or liabilities of the Subadviser
under the terms of the Subadvisory Contract or (iii) exonerate, relieve
or release the Subadviser any losses, obligations, penalties, actions,
judgments and suits and other costs, expenses and disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or
asserted against the Subadviser (x) under the terms of the Subadvisory
Contract or (y) at law, or in equity, for the performance of its duties
as the investment adviser of any of the Funds.
The Trust hereby agrees to indemnify and save harmless the
Subadviser and its trustees, officers and employees (each of the
foregoing an "Indemnified Party" and collectively the "Indemnified
Parties") against and from any and all losses, obligations, penalties,
actions, judgments and suits and other costs, expenses and disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against an Indemnified Party, other than as a consequence of
gross negligence or willful misconduct on the part of an Indemnified
Party, arising out of or in connection with this Limited Power of
Attorney or any other agreement, instrument or document executed in
connection with the exercise of the authority granted to the Subadviser
herein to act on behalf of the Trust, including without limitation the
reasonable costs, expenses and disbursements in connection with
defending such Indemnified Party against any claim or liability related
to the exercise or performance of any of the Subadviser's powers or
duties under this Limited Power of Attorney or any of the other
agreements, instruments or documents executed in connection with the
exercise of the authority granted to the Subadviser herein to act on
behalf of the Trust, or the taking of any action under or in connection
with any of the foregoing. The obligations of the Trust under this
paragraph shall survive the termination of this Limited Power of
Attorney with respect to actions taken by the Subadviser on behalf of
the Trust during the term of this Limited Power of Attorney. No Fund
shall have any joint or several obligation with any other Fund to
reimburse or indemnify an Indemnified Party for any action, event,
matter or occurrence performed or omitted by or on behalf of the
Subadviser in its capacity as agent or attorney-in-fact of Trust acting
on behalf of any other Fund hereunder.
Any person, partnership, Trust or other legal entity dealing with
the Subadviser in its capacity as attorney-in-fact hereunder for the
Trust is hereby expressly put on notice that the Subadviser is acting
solely in the capacity as an agent of the Trust and that any such
person, partnership, Trust or other legal entity must look solely to the
Trust in question for enforcement of any claim against the Trust, as the
Subadviser assumes no personal liability whatsoever for obligations of
the Trust entered into by the Subadviser in its capacity as attorney-in-
fact for the Trust.
Each person, partnership, Trust or other legal entity which deals
with a Fund of the Trust through the Subadviser in its capacity as agent
and attorney-in-fact of the Trust, is hereby expressly put on notice (i)
that all persons or entities dealing with the Trust must look solely to
the assets of the Fund of the Trust on whose behalf the Subadviser is
acting pursuant to its powers hereunder for enforcement of any claim
against the Trust, as the Trustees, officers and/or agents of such
Trust, the shareholders of the various classes of shares of the Trust
and the other Funds of the Trust assume no personal liability whatsoever
for obligations entered into on behalf of such Fund of the Trust, and
(ii) that the rights, liabilities and obligations of any one Fund are
separate and distinct from those of any other Fund of the Trust.
The execution of this Limited Power of Attorney by the Trust
acting on behalf of the several Funds shall not be deemed to evidence
the existence of any express or implied joint undertaking or appointment
by and among any or all of the Funds. Liability for or recourse under
or upon any undertaking of the Subadviser pursuant to the power or
authority granted to the Subadviser under this Limited Power of Attorney
under any rule of law, statute or constitution or by the enforcement of
any assessment or penalty or by legal or equitable proceedings or
otherwise shall be limited only to the assets of the Fund of the Trust
on whose behalf the Subadviser was acting pursuant to the authority
granted hereunder.
The Trust hereby agrees that no person, partnership, Trust or
other legal entity dealing with the Subadviser shall be bound to inquire
into the Subadviser's power and authority hereunder and any such person,
partnership, Trust or other legal entity shall be fully protected in
relying on such power or authority unless such person, partnership,
Trust or other legal entity has received prior written notice from the
Trust that this Limited Power of Attorney has been revoked. This Limited
Power of Attorney shall be revoked and terminated automatically upon the
cancellation or termination of the Subadvisory Contract between the
Trust and the Subadviser. Except as provided in the immediately
preceding sentence, the powers and authorities herein granted may be
revoked or terminated by the Trust at any time provided that no such
revocation or termination shall be effective until the Subadviser has
received actual notice of such revocation or termination in writing from
the Trust.
This Limited Power of Attorney constitutes the entire agreement
between the Trust and the Subadviser, may be changed only by a writing
signed by both of them, and shall bind and benefit their respective
successors and assigns; provided, however, the Subadviser shall have no
power or authority hereunder to appoint a successor or substitute
attorney in fact for the Trust.
This Limited Power of Attorney shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania without
reference to principles of conflicts of laws. If any provision hereof,
or any power or authority conferred upon the Subadviser herein, would be
invalid or unexercisable under applicable law, then such provision,
power or authority shall be deemed modified to the extent necessary to
render it valid or exercisable while most nearly preserving its original
intent, and no provision hereof, or power or authority conferred upon
the Subadviser herein, shall be affected by the invalidity or the non-
exercisability of another provision hereof, or of another power or
authority conferred herein.
This Limited Power of Attorney may be executed in as many
identical counterparts as may be convenient and by the different parties
hereto on separate counterparts. This Limited Power of Attorney shall
become binding on the Trust when the Trust shall have executed at least
one counterpart and the Subadviser shall have accepted its appointment
by executing this Limited Power of Attorney. Immediately after the
execution of a counterpart original of this Limited Power of Attorney
and solely for the convenience of the parties hereto, the Trust and the
Subadviser will execute sufficient counterparts so that the Subadviser
shall have a counterpart executed by it and the Trust, and the Trust
shall have a counterpart executed by the Trust and the Subadviser. Each
counterpart shall be deemed an original and all such taken together
shall constitute but one and the same instrument, and it shall not be
necessary in making proof of this Limited Power of Attorney to produce
or account for more than one such counterpart.
IN WITNESS WHEREOF, the Trust has caused this Limited Power of
Attorney to be executed by its duly authorized officer as of the date
first written above.
MTB GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Accepted and agreed to August 22, 2003
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /s. G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of August 22, 2003
by MTB Group of Funds
(the Trust "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Investment Management Company
the attorney-in-fact of the
Trust
List of Series Portfolios
MTB New York Tax-Free Money Market Fund