Exhibit (d)(xx) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
INVESTMENT ADVISORY CONTRACT
LETTER AGREEMENT
MTB Investment Advisors, Inc.
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January 6, 2006
MTB Group of Funds
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Dear Sirs:
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) and other fees
(including Rule 12b-1 and shareholder services fees) which it is otherwise
entitled to receive from the Funds listed below and/or to reimburse operating
expenses of the Funds in order to limit each Fund's total operating expenses for
Class A Shares to not more than the stated amount of the Fund's average daily
net assets, for the period starting from January 6, 2006 through the latter date
of April 30, 2008 or two years from the closing date of the Reorganization with
corresponding portfolios of The FBR Funds.
Maximum Total Net
Operating Expenses
Class A Shares
MTB Maryland Municipal Bond Fund - Class A Shares 0.85%
MTB Virginia Municipal Bond Fund - Class A Shares 0.90%
If the foregoing correctly sets forth the agreement between the Trust and
the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof. This may be executed in counterpart.
Very truly yours,
MTB INVESTMENT ADVISORS, INC.
By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ACCEPTED BY:
MTB GROUP OF FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President