Exhibit 77 Q.1): Exhibits SUBADVISORY AGREEMENT This Subadvisory Agreement ("Agreement") is entered into as of October 24, 2005, by and among the MTB Group of Funds, a Delaware statutory trust (the "Trust"), MTB Investment Advisors, Inc., a Maryland...

Exhibit 77 Q.1): Exhibits


SUBADVISORY AGREEMENT

	This Subadvisory Agreement ("Agreement") is entered into as of
October 24, 2005, by and among the MTB Group of Funds, a Delaware
statutory trust (the "Trust"), MTB Investment Advisors, Inc., a
Maryland corporation (the "Adviser"), and ▇▇▇▇▇▇▇▇▇▇ Global Investors,
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-five portfolios, including the MTB International Equity
Fund (the "Fund");

	The Trust and the Adviser have entered into advisory agreements,
each 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" or
"Board") 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 and/or the Adviser has
furnished the Subadviser with copies, properly certified or otherwise
authenticated, of each of the following:

(a)	The Trust's Agreement and Declaration of Trust
("Declaration of Trust"), as in effect on the date hereof;

(b)	By-Laws of the Trust as in effect on the date hereof;

(c)	Resolutions of the Trustees selecting the Subadviser as the
sub-investment manager 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 Advisory Agreement;

(f)	The Trust's current  registration statement on Form N-1A as
filed with the Securities and Exchange Commission ("SEC"),
including the Fund's current prospectus and statement of
additional information (collectively called the
"Prospectus");



(g)	All current written guidelines, policies and procedures of
the Trust, which are applicable to the Fund, the Adviser or
the Subadviser and have been approved by the Board of
Trustees of the Trust;

(h)	The code of ethics of the Trust which has been approved by
the Trustees of the Trust in accordance with Rule 17j-1
under the 1940 Act;

(i)	The Adviser's most recent Form ADV as filed with the SEC
and/or provided to the Adviser's clients (which Form ADV
includes, among other things, a description of the
Adviser's policies regarding allocation of securities among
clients with common investment objectives, soft dollars and
brokerage selection);

(j)	Those provisions of the Adviser's Compliance Manual that
apply to the Fund;

(k)	A copy of the Adviser's Proxy Voting Policies and
Procedures; and

(l)	The Trust's Anti-Money Laundering Policies and Procedures.

	The Adviser will promptly furnish the Subadviser from time to
time with copies, properly certified or otherwise authenticated, of all
amendments of or supplements to any of the foregoing documents.  The
Adviser will also furnish the Subadviser with copies of all 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, investment strategies, investment policies,
investment restrictions, guidelines or procedures set forth in any of
the documents listed in Schedule 1.  In addition, the Chief Compliance
Officer for the Trust and the Adviser shall provide the Subadviser with
a certification that they have adopted and approved a compliance
program for the Trust adopted in accordance with Rule 38a-1 under the
1940 Act and the compliance program for the Adviser adopted in
accordance with Rule 206(4)-7 under the Investment Advisers Act of
1940, as amended ("Advisers Act"), respectively.

	The Chief Compliance Officer for the Subadviser shall provide the
Trust and the Adviser with copies of the Subadviser's Compliance
Policies and Procedures, a summary of its compliance program, and a
certification that the Subadviser has adopted and approved a compliance
program for the Subadviser in accordance with Rule 206(4)-7 under the
Advisers Act and such other information as may be reasonably requested
in order to permit the Board of Trustees of the Trust to make such
determinations with respect to the Subadviser's compliance program as
may be required under Rule 38a-1 under the 1940 Act.  The Subadviser
has furnished the Adviser with a copy of the Subadviser's Form ADV most
recently filed with the SEC, (which Form ADV includes a description of
the Subadviser's policies regarding allocation of securities among
clients with common investment objectives, soft dollars and brokerage
selection) and the code of ethics established by the Subadviser
pursuant to Rule 17j-1 under the 1940 Act ("Subadviser's Code of
Ethics").  The Subadviser will promptly furnish the Adviser with copies
of any amendments to each of those documents, including any revisions
required by Rule 204A-1 under the Advisers Act.  The Subadviser will
also provide the Adviser with the Subadviser's list of affiliated
persons at least annually, and will promptly notify Adviser in writing
of any changes to that list.

	The Subadviser will also provide the Adviser and the Fund
accountant 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 to that list.

2.	Investment Services.  Subject to the oversight of the Adviser and
the Trustees, the Subadviser will manage the portion of the Fund's
assets allocated to the Subadviser from time to time by the Adviser in
its sole discretion ("Assets") on a discretionary basis, including the
purchase, retention and disposition of securities, as the Fund's agent
and attorney-in-fact with full power and authority in connection with
such assets and in a manner that is (a) consistent with the investment
objectives, investment strategies, investment policies and restrictions
of the Fund as set forth in the Fund's Prospectus, (b) in conformity
with the 1940 Act, (c) compliant with the requirements applicable to
regulated investment companies under the Internal Revenue Code of 1986,
as amended, and (d) compliant with all other applicable federal
securities laws and regulations, instructions and directions received
by the Subadviser in writing from the Adviser or the Board of Trustees,
and all applicable provisions in the documents provided to the
Subadviser, pursuant to Section 1 above, as each of the documents may,
from time to time, be amended or supplemented.

	The Subadviser will discharge its duties under this Agreement
with the care, skill, prudence, and diligence under the circumstances
then prevailing that a prudent person acting in the capacity of an
investment adviser to a registered investment Trust and familiar with
such matters would use.

	The Subadviser will, at its own expense, and subject to the
oversight of the Adviser and the Board of Trustees:

(a)	Manage on a discretionary basis the Assets and determine
from time to time which securities will be purchased,
retained or sold by the Fund.

(b)	Place orders with or through brokers, dealers or issuers in
order to effect or execute portfolio transactions for the
Fund, subject at all times to the Subadviser's duty to (i)
use its best efforts to obtain for the Fund the most
favorable terms and best execution of such portfolio
transactions, (ii) comply with any policy with respect to
effecting or executing portfolio transactions for the Fund,
as set forth in the Fund's Prospectus, and (iii) comply
with any written policies and procedures of the Trust, as
approved by the Board of Trustees from time to time.

In using its best efforts to obtain for the Fund the most
favorable terms and best execution of portfolio securities,
the Subadviser, bearing in mind the Fund's best interests
at all times, shall consider all factors it deems relevant,
including but not limited to: the price and size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction,
market prices and trends, the reputation, experience and
financial stability of the broker or dealer involved in the
transaction, and the quality of service rendered by the
broker or dealer in other transactions.

Subject to such policies and procedures as the Board of
Trustees may approve, the Subadviser may, to the extent
authorized by Section 28(e) of the Securities Exchange Act
of 1934, as amended, cause the Fund to pay a broker or
dealer that provided brokerage and research services to the
Adviser or the Subadviser an amount of commission for
effecting a portfolio transaction in excess of the amount
of commission another broker or dealer would have charged
for effecting that transaction if the Subadviser
determines, in good faith, that  such amount of commission
is reasonable in relationship to the value of such
brokerage or research services provided viewed in terms of
that particular transaction or the Subadviser's overall
responsibilities to the Fund or its other advisory clients.
To the extent authorized by Section 28(e) and the Trust's
Board of Trustees, the Subadviser shall not be deemed to
have acted unlawfully or to have breached any duty created
by this Agreement or otherwise solely by reason of such
action.

Subadviser shall not be liable to the Adviser nor the Trust
nor the Fund for any act, conduct or omission of any broker
selected by Subadviser to provide transaction or other
services to the Fund, and/or any Fund Series, provided such
broker was selected with reasonable care and in accordance
with the provisions of this clause (b).

(c)	Submit information relating to the valuation of the Assets
as the Adviser or the Board may reasonably request.  The
Trust, the Fund and the Adviser agree and acknowledge that
Subadviser is not a pricing agent for the Fund or the Trust
and shall not be liable for any valuation determined or
adopted by the Trust or the Fund, the Fund's custodian
and/or portfolio accounting agent in accordance with any
information provided by the Subadviser, subject to the
provisions of Section 10(a).

(d)	Maintain all accounts, books and records pertaining to the
Assets ("Fund Assets' Books and Records") as are required
of an investment adviser of a registered investment company
pursuant to Section 31 of the 1940 Act and the rules and
regulations adopted thereunder and by applicable provisions
of the Advisers Act, including, without limitation, a daily
ledger of such assets and liabilities relating to the Fund,
and brokerage and other records of all portfolio
transactions for the Fund. The Fund Assets' Books and
Records shall be available for inspection or duplication by
the Adviser and the Trust on any day that the Fund is open
for business, upon reasonable request, and shall be
available for telecopying to the Adviser or the Trust on
any such business day.

(e)	Unless otherwise directed by Adviser in writing, take
action, in accordance with Adviser's Proxy Voting Policy,
with respect to matters submitted to a vote of holders of
voting securities comprising the Assets, and provide
Adviser with information on securities voted by Subadviser
promptly after the vote occurs.  Adviser shall be solely
responsible for making all required filings of Form N-PX
with the appropriate regulatory bodies.

(f)	From time to time, as the Adviser or the Trustees may
reasonably request, furnish the Adviser and to each of the
Board members reports of Fund's securities transactions
with respect to the Assets and reports on securities
comprising the Assets, all in such detail as the Adviser or
the Trustees may reasonably request.

(g)	Inform the Adviser and the Trustees of material or
significant changes in (i) investment strategy or policies
that will be employed in managing the Assets or (ii) key
investment officers of the Subadviser substantially
involved in managing the Assets or (iii) Subadviser's
president, chief executive officer, chief financial
officer, chief operating officer or chief compliance
officer, or the persons performing the functions of any
such office for Subadviser.

(h)	Make its officers and employees available to meet with the
Trustees and the Adviser at such times and with such
frequency as the Trustees or the Adviser reasonably
request, on due notice to the Subadviser, but at least
annually, to review the Fund's investment of the Assets in
light of current and prospective market conditions.

(i)	Furnish to the Board members such information as may be
requested by them in writing and as reasonably necessary in
order for the Trustees to evaluate this Agreement or any
proposed amendments to this Agreement for the purpose of
casting a vote pursuant to Section 12 or 13 hereof.



(j)	Furnish to the Adviser such information as may be requested
by the Adviser and reasonably necessary in order for the
Adviser to evaluate this Agreement and the Subadviser's
performance hereunder.

(k)	The Subadviser will advise the Adviser, and, if instructed
by the Adviser, will advise the Fund's custodian on a
prompt basis and Fund accountant each day by electronic
communication of each confirmed purchase and sale of a
security for the Fund.  Such communication with respect to
each security purchased for or sold by the Fund shall
provide the following information: the name of the issuer;
the full description of the security including its class;
the amount or number of shares of the security purchased or
sold; the market price; commission paid; government
charges; the gross or net price of the security; the trade
date; the settlement date; the identity of the effecting
broker or dealer and, if different, the identity of the
clearing broker.

(l)	Cooperate generally with the Fund and the Adviser to
provide information requested by them in the possession of
the Subadviser, or reasonably available to it, necessary
for the preparation of the registration statement for the
Fund and all periodic reports to be filed by the Fund or
the Adviser with the SEC, including but not limited to,
Form N-1A, semi-annual reports for the Fund on Form N-SAR
and Form N-CSR, proxy voting results on Form N-PX,
portfolio holdings on Form N-Q, shareholder communications
regarding the Fund, proxy materials furnished to holders of
shares of the Fund, and filings with state "blue sky"
authorities and with United States agencies responsible for
tax matters regarding the Fund.

(m)	Allow the Chief Compliance Officer of the Trust and the
Adviser and/or his/her delegate, representatives of the
Adviser, internal or external auditors of the Trust and
Adviser, and regulators to visit and audit Subadviser's
operations relating to Subadviser's services under this
Agreement as may be reasonably requested, at reasonable
times and upon reasonable notice, but at least once
annually.

(n)	Deliver instructions or directions to the Adviser via such
written or oral reports as the Fund's custodian and fund
accountant may require.  Subadviser shall instruct all
brokers, dealers or other persons executing orders with
respect to the Assets to forward to the Adviser copies of
all brokerage or dealer confirmations promptly after
execution of all transactions.

(o)	Comply with all requirements of Rule 17j-1 under the 1940
Act, including the requirement to submit its Code of Ethics
and any material changes thereto to the Trustees for
approval, and such other requirements of Rule 204A-1 under
the Advisers Act.  The Subadviser will submit any material
change in its Code of Ethics to the Trustees promptly after
the adoption of such change.  The Subadviser will report at
least quarterly any material violations of its Code of
Ethics or related procedures and any related sanctions to
the Trustees, and will provide a written report to the
Trustees at least annually in accordance with the
requirements of Rule 17j-1 and any similar requirements as
may be adopted by the SEC under the Advisers Act.  The
Subadviser will also require that its "Access Persons" (as
such term is defined in Rule 17j-1 and Rule 204A-1) provide
the Subadviser with quarterly personal investment
transaction reports and initial and annual holdings
reports, and otherwise require such of those persons as is
appropriate to be subject to the Subadviser's Code of
Ethics.

(p)	Provide to the Adviser and the Trust a copy and summary of
its compliance program in accordance with Rule 206(4)-7
under the Advisers Act, and any material changes thereto,
at least annually.

3.	Expenses Paid by the Subadviser.  The Subadviser will pay the
cost of maintaining the staff and personnel necessary for it to perform
its obligations under this Agreement, the expenses of office rent,
telephone, telecommunications and other facilities it is obligated to
provide in order to perform the services specified in Section 2, and
any other costs and expenses incurred by it in connection with the
performance of its duties hereunder.

4.	Expenses of the Fund Not Paid by the Subadviser.  The Subadviser
will not be required to pay any expenses of the Fund, including those
expenses typically and customarily borne by a fund or adviser and not
otherwise specified herein, or any other expenses that this Agreement
does not expressly state shall be payable by the Subadviser.  In
particular, and without limiting the generality of the foregoing, the
Subadviser will not be required to pay under this Agreement:

(a)	the compensation and expenses of Trustees and of
independent advisers, independent contractors, consultants,
managers and other agents employed by the Trust or the Fund
other than through the Subadviser;

(b)	organization and offering expenses of the Fund (including
out of pocket expenses);

(c)	legal, accounting and auditing fees and expenses of the
Trust or the Fund;

(d)	the fees and disbursements of custodians and depositories
of the Trust or the Fund's assets, or any fees and expenses
of the Fund's administrator, transfer agents, disbursing
agents, plan agents and registrars;

(e)	the Fund's interest expenses;

(f)	taxes and governmental fees assessed against the Trust or
the Fund's assets and payable by the Trust or the Fund;

(g)	dues and expenses of each of the Fund or the Adviser for
its respective membership in investment trade
organizations;

(h)	cost of insurance relating to fidelity bond coverage or
directors and officers/ errors and omissions coverage for
the Fund or the Adviser;

(i)	the cost of preparing, printing and mailing Prospectuses,
dividends, distributions, reports, notices and proxy
materials to shareholders of the Trust or the Fund, except
that the Subadviser shall bear the costs of providing the
information referred to in Section 2(l) to the Adviser;

(j)	brokers' commissions and underwriting fees;

(k)	the payments for maintaining the Fund's books and records
(other than those books and records the Subadviser
maintains in connection with the performance or its duties
under this Agreement) and any expense associated with
calculating the daily net asset value of the shares of the
Fund; and

(l)	expenses of any shareholder meetings.



5.	Registration as an Adviser.  The Subadviser hereby represents and
warrants that it is registered with the SEC as an investment adviser,
and covenants that it intends to remain so registered for the duration
of this Agreement.  Subadviser shall notify the Adviser immediately in
the event that Subadviser ceases to be registered with the SEC as an
investment adviser under the Advisers Act.

6.	Compensation of the Subadviser. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Subadviser as
herein provided for the Funds, the Adviser will pay the Subadviser an
annual fee equal to 0.60% of the average daily net asset value of the
Assets.  Such fee shall accrue daily and be paid monthly.  The "average
daily net assets" of the Assets shall be determined on the basis set
forth in the Fund's Prospectus or, if not described therein, on such
basis as is consistent with Rule 2a-4 and Rule 22c-1 under the 1940 Act
and the regulations promulgated thereunder.  The Subadviser will
receive a pro rata portion of such monthly fee for any periods in which
the Subadviser advises the Fund less than a full month.  The Subadviser
understands and agrees that neither the Trust nor the Fund has any
liability for the payment of Subadviser's fee hereunder and that the
payment of fees owed to the Subadviser shall be the sole responsibility
of the Adviser.

7.	Other Activities of the Subadviser and Its Affiliates.  It is
understood that the services under this Agreement are not exclusive and
that nothing in this Agreement shall prevent the Subadviser or any of
its affiliates or associates from engaging in any other business or
from acting as investment adviser or manager for any other person or
entity or providing similar services to any other person or entity,
whether or not having investment policies or a portfolio similar to the
Fund.  It is specifically understood that officers, trustees/directors
and employees of the Subadviser and those of its affiliates may engage
in providing portfolio management services and advice to other
investment advisory clients of the Subadviser or of its affiliates.

8.	Avoidance of Inconsistent Position.  In connection with purchases or
sales of portfolio securities for the account of the Fund with respect to
the Assets, neither the Subadviser nor any of its trustees/directors,
officers or employees will act as principal or agent or receive any
commission, except in compliance with applicable law and the relevant
policies and procedures of the Fund.  The Subadviser shall not knowingly
recommend that the Fund, with respect to the Assets, purchase, sell or
retain securities of any issuer in which the Subadviser has a financial
interest without obtaining prior approval of the Adviser prior to the
execution of any such transaction.

	Nothing herein contained shall limit or restrict the Subadviser
or any of its officers, affiliates or employees from buying, selling or
trading in any securities for its or their own account or accounts.
The Trust and Fund acknowledge that the Subadviser and its officers,
affiliates and employees, and its other clients may at any time have,
acquire, increase, decrease or dispose of positions in investments
which are at the same time being acquired or disposed of by the Fund
with respect to the Assets.  The Subadviser shall have no obligation to
acquire with respect to the Assets, a position in any investment that
the Subadviser, its officers, affiliates or employees may acquire for
its or their own accounts or for the account of another client if, in
the sole discretion of the Subadviser, it is not feasible or desirable
to acquire a position in such investment for the Fund.  Nothing herein
contained shall prevent the Subadviser from purchasing or recommending
the purchase of a particular security for one or more funds or clients
while other funds or clients may be selling the same security.  The
Subadviser expressly acknowledges and agrees, however, that in any of
the above described transactions, and in all cases, the Subadviser is
obligated to fulfill its fiduciary duty as Subadviser to the Fund, with
respect to the Assets, and it shall require such of its Access Persons
as is appropriate to comply with the requirements of the Subadviser's
Code of Ethics.



	When a security proposed to be purchased or sold for the Assets
is also to be purchased or sold for other accounts managed by the
Subadviser at the same time, the Subadviser shall make such purchase or
sale on a pro-rata, rotating or other fair and equitable basis so as to
avoid any one account being preferred over any other account.  The
Subadviser shall disclose to the Adviser and to the Trustees the method
used to allocate purchases and sales among the Subadviser's investment
advisory clients.  It is further understood that the Subadviser may,
but shall not be obligated to, aggregate the orders for securities to
be purchased or sold.

9.	No Partnership or Joint Venture.  The Trust, the Fund, the
Adviser and the Subadviser are not partners of or joint venturers with
each other and nothing herein shall be construed so as to make them
such partners or joint venturers or impose any liability as such on any
of them.

10.	Limitation of Liability and Indemnification.

(a)	In the absence of (i) willful misfeasance, bad faith, or
gross negligence on the part of the Subadviser or reckless
disregard of its duties, (ii) the failure to disclose to
the Adviser a material fact regarding the Subadviser or its
investment advisory services as they relate to the Fund;
(iii) the failure to correct any untrue statement of a
material fact regarding the Subadviser made by the
Subadviser to the Adviser, or (iv) the reckless disregard
by the Subadviser of its obligations and duties under this
Agreement, the Subadviser shall not be subject to any
liability to the Adviser, the Trust or the Fund, any
shareholder of the Fund, or to any person, firm or
organization, for any act or omission in the course of or
in connection with rendering its services under this
Agreement.  Specifically, the Subadviser shall not be
liable to the Adviser, the Trust or the Fund for any error
of judgment or mistake of law, subject to the limitations
of Section 17(j) of the 1940 Act.  Nothing herein, however,
shall derogate from the Subadviser's obligations under
federal and state securities laws.  Subadviser will
maintain a reasonable amount of fidelity bond insurance
coverage and shall provide evidence of such coverage upon
request of Adviser.
(b)	In the absence of (i) willful misfeasance, bad faith or
gross negligence on the part of the Adviser or reckless
disregard of its duties, (ii) the failure of the Adviser to
disclose in the Prospectus or any filing made with the SEC
with respect to the Trust, the Fund or the Adviser any
material fact; (iii) the failure by the Adviser to correct
any untrue statement of a material fact contained in the
Prospectus or any other filing made with the SEC regarding
the Trust, the Fund or the Adviser; or (iv) the reckless
disregard by the Adviser of its obligations and duties
under this Agreement, Adviser shall not be subject to any
liability to Subadviser for any act or omission in the
course of or in connection with the Adviser's carrying out
its duties and obligations under this Agreement.
Specifically, the Adviser shall not be liable to the
Subadviser for any error of judgment or mistake of law.
Nothing herein, however, shall derogate from the Adviser's
obligations under federal and state securities laws.
(c)	Subadviser and Adviser shall each defend, indemnify and
hold harmless the other party and the other party's
affiliates, officers, trustees/directors, members,
employees and agents, from and against any claim, loss,
liability, judgment, awards, settlements for which prior
approval of the indemnifying party is obtained, damages,
deficiency, penalty, cost or expense (including without
limitation reasonable attorneys' fees and disbursements for
external counsel) resulting from (i) the reckless disregard
of the indemnifying party's obligations and duties
hereunder; (ii) willful misfeasance, bad faith or gross
negligence on the part of the indemnifying party, its
officers, trustees/directors, members, employees and agents
with respect to this Agreement or the Fund or (iii) the
failure of the indemnifying party to disclose any material
fact or the failure of the indemnifying party to correct
any untrue statement of a material fact whether such claim,
loss, liability, damages, deficiency, penalty, cost or
expense was incurred or suffered directly or indirectly.

(d)	Adviser is liable to, and shall indemnify, the Fund and the
Trust for any acts and omissions of the Subadviser to the
same extent the Adviser, under the terms of the Advisory
Agreement, is liable to, and must indemnify the Fund and
the Trust for the Adviser's acts and omissions.

(e) 	The indemnification provisions in Section 10 of the
Agreement shall survive the termination of this Agreement.

11.	Assignment and Amendment.  This Agreement may not be assigned by
the Subadviser, and shall automatically terminate, without the payment
of any penalty, in the event: (a) of its assignment, including any
change in control of the Adviser or the Subadviser which is deemed to
be an assignment under the 1940 Act, or (b) that the Advisory Agreement
is assigned or terminates for any reason.  Trades that were placed
prior to such termination will not be canceled; however, no new trades
will be placed after such termination is effective.  Termination of
this Agreement shall not relieve the Adviser or the Subadviser of any
liability incurred hereunder.

	The terms of this Agreement shall not be changed unless such
change is agreed to in writing by the parties hereto and is approved by
the affirmative vote of a majority of the Trustees of the Trust voting
in person, including a majority of the Trustees who are not interested
persons of the Trust, the Adviser or the Subadviser, at a meeting
called for the purpose of voting on such change, and (to the extent
required by the ▇▇▇▇ ▇▇▇) unless also approved at a meeting by the
affirmative vote of the majority of outstanding voting securities of
the Fund.

12.	Duration and Termination.  This Agreement shall become effective
as of the date first above written and shall remain in full force and
effect for a period of two years from such date, and thereafter for
successive periods of one year (provided such continuance is approved
at least annually in conformity with the requirements of Section 15 of
the ▇▇▇▇ ▇▇▇) unless the Agreement is terminated automatically as set
forth in Section 11 hereof or until terminated as follows:

(a)	The Trust or the Adviser may at any time terminate this
Agreement, without payment of any penalty, by not more than
60 days' prior written notice delivered or mailed by
registered mail, postage prepaid, or by nationally
recognized overnight delivery service, receipt requested,
to the Subadviser.  Action of the Trust under this
subsection may be taken either by (i) vote of its Trustees,
or (ii) the affirmative vote of the outstanding voting
securities of the Fund; or

(b)	The Subadviser may at any time terminate this Agreement by
not less than one hundred twenty (120) days' prior written
notice by facsimile or delivered via  registered mail,
postage prepaid or a nationally recognized overnight
delivery service, receipt requested,  to the Adviser.

	Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.

	Fees payable to Subadviser for services rendered under this
Agreement will be prorated to the date of termination of the Agreement.

	In the event of termination of this Agreement for any reason, the
Subadviser shall, immediately upon receiving notice of termination or a
receipt acknowledging delivery of a notice of termination to Adviser,
or such later date as may be specified in such notice, cease all
activity on behalf of the Fund and with respect to the Assets, except
as expressly directed by the Adviser, and except for the settlement of
securities transactions already entered into for the account of the
Fund with respect to the Assets.  In addition, the Subadviser shall
deliver copies of the Fund Assets' Books and Records to the Adviser
upon request by such means and in accordance with such schedule as the
Adviser shall reasonably direct and shall otherwise cooperate, as
reasonably directed by the Adviser, in the transition of Fund
investment management to any successor to the Subadviser, including the
Adviser; provided however that the Subadviser shall be permitted to
retain at its own expense a separate copy of such records for its own
protection and may not disclose such information to other parties
unless required to comply with any law, rule, regulation or order of a
court or government authority.

13.	Approval of Agreement.  The parties hereto acknowledge and agree
that the obligations of the Trust, the Adviser, and the Subadviser
under this Agreement shall be subject to the following condition
precedent: this Agreement shall have been approved by the vote of a
majority of the Trustees, who are not interested persons of the Trust,
the Adviser or the Subadviser, at a meeting called for the purpose of
voting on such approval.

14.	Miscellaneous.

(a)	The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.  This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one
and the same instrument.  The obligations of the Trust and
the Fund are not personally binding upon, nor shall resort
be had to be private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or
the Fund, but only the Fund's property shall be bound.  The
Trust or the Fund shall not be liable for the obligations
of any other series of the Trust.

(b)	Any information supplied by the Trust or the Adviser to the
Subadviser in connection with the performance of the
Subadviser's duties hereunder, or learned by the Subadviser
as a result of its position as Subadviser to the Fund,
which information is not otherwise in the public domain, is
to be regarded as confidential information for use by the
Subadviser only in connection with the performance of its
duties hereunder.  Any such information in the hands of the
Subadviser may be disclosed as necessary to comply with any
law, rule, regulation or order of a court or government
authority.

(c)	Any information supplied by the Subadviser to the Trust or
the Adviser in connection with the performance of the
Subadviser's duties under this Agreement or learned by the
Trust or the Adviser as a result of the services provided
by the Subadviser under this Agreement, which information
is not otherwise in the public domain, is to be regarded as
confidential information for use by the Adviser, the Fund
and/or its agents only in connection with the Fund and its
investments.  Any such information in the hands of either
party may be disclosed as necessary to comply with any law,
rule, regulation or order of a court or government
authority.

(d)	The Subadviser agrees to submit any proposed sales
literature (including advertisements, whether in paper,
electronic or Internet medium) for the Trust, the Fund, the
Subadviser or for any of its affiliates which mentions the
Trust, the Fund or Adviser (other than the use of the
Fund's name in a list of clients of the Subadviser, for
which Subadviser is specifically authorized so to use), to
the Adviser and to the Fund's distributor for review and
filing with the appropriate regulatory authority prior to
public release of any such sales literature; provided,
however, that nothing herein shall be construed so as to
create any obligation or duty on the part of the Subadviser
to produce sales literature for the Trust or the Fund.

(e)	The Trust and the Adviser agree to submit any proposed
sales literature that mentions the Subadviser  (other than
identifying the Subadviser as subadviser to the Fund) to
the Subadviser for review prior to use and the Subadviser
agrees to promptly review such materials by a reasonable
and appropriate deadline.  The Trust agrees to cause the
Adviser and the Trust's distributor to promptly review all
such sales literature for compliance with relevant
requirements, to promptly advise the Subadviser of any
deficiencies contained in such sales literature, and to
promptly file complying sales literature with the relevant
regulatory authorities.  Neither the Adviser, nor the Trust
nor the Fund nor any affiliate of the foregoing will use
the registered trademarks, service marks, logos, names or
any other proprietary designations of Subadviser, its
subsidiaries and/or affiliates (collectively, "Subadviser
Marks") in any advertising or promotional materials without
Subadviser's prior written approval, which will not be
unreasonably withheld.  Adviser and Subadviser will work
together to develop mutually agreeable standards and
procedures for the review of materials bearing Subadviser
Marks to facilitate the efficient creation and use of such
advertising or promotional materials.

(f)	All notices, consents, waivers and other communications
under this Agreement must be in writing and, other than
notices governed by Section 12 above, will be deemed to
have been duly given when (i) delivered by hand (with
written confirmation of receipt), (ii) sent by telecopier,
provided that receipt is confirmed by return telecopy and a
copy is sent by overnight mail via a nationally recognized
overnight delivery service (receipt requested); (iii) when
received by the addressee, if sent via a nationally
recognized overnight delivery service (receipt requested)
or U.S. mail (postage prepaid), in each case to the
appropriate address and telecopier number set forth below
(or to such other address and telecopier number as a party
may designate by notice to the other parties):

       	Subadviser: 	▇▇▇▇▇▇▇▇▇▇ Global Investors, Inc.
       			▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
       			▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇
                      	Attention:  President
                      	Telephone Number:  (▇▇▇) ▇▇▇-▇▇▇▇
                      	Facsimile Number:  (▇▇▇) ▇▇▇-▇▇▇▇
                      with a copy addressed to General Counsel

       	Adviser: 	MTB Investment Advisors, Inc.
                      	▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
                      	▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇
                      	Attention:  President
                      	Telephone Number:   (▇▇▇) ▇▇▇-▇▇▇▇
                      	Facsimile Number:   (▇▇▇) ▇▇▇-▇▇▇▇

       	Trust: 		MTB Group of Funds
                      	▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
                      	▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
                      	Attention: Secretary
                      	Telephone Number:  (▇▇▇) ▇▇▇-▇▇▇▇
                      	Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇

(g)	For purposes of this Agreement: (i) "affirmative vote of a
majority of the outstanding voting securities of the Fund"
means the affirmative vote, at an annual meeting or a
special meeting of the shareholders of the Fund, duly
called and held, (A) of 67% or more of the shares of the
Fund present (in person or by proxy) and entitled to vote
at such meeting, if the holders of more than 50% of the
outstanding shares of the Fund entitled to vote at such
meeting are present (in person or by proxy), or (B) of more
than 50% of the outstanding shares of the Fund entitled to
vote at such meeting, whichever is less; and (ii)
"interested person" and "assignment" shall have the
respective meanings as set forth in the 1940 Act, subject,
however, to such exemptions as may be granted by the SEC
under the 1940 Act.

(h)	This Agreement shall be construed in accordance with the
laws of the State of New York and the applicable provisions
of the 1940 Act.

(i)	The provisions of this Agreement are independent of and
separable from each other and  no provision shall be
affected or rendered invalid or unenforceable by virtue of
the fact that for any reason any other or others of them
may be deemed invalid or unenforceable in whole or in part.

(j)	Subadviser 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.  Subadviser 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 Subadviser's obligations under
this Agreement and consistent with the exceptions provided
in 17 CFR Sections 248.14, 248.15 and 248.13, respectively.

(k)	Any question of interpretation of any term or section of
this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act or Advisers Act
shall be resolved by reference to such term or provision of
the 1940 Act or Advisers Act and interpretation thereof, if
any, by the United States courts or, in the absence of any
controlling decision of any such court, by rules,
regulations or orders of the SEC validly issued pursuant to
the 1940 Act or Advisers Act.  In addition, where the
effect of a requirement of the 1940 Act or Advisers Act
reflected in any provision of this Agreement is relaxed by
rule, regulation or order of the SEC, whether of special or
general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.

(l)	In the event the Subadviser may deem it advantageous to the
Fund to place portfolio securities trades for the Fund
through (a) a broker-dealer affiliate of the subadviser to
another portfolio of the Trust; or (b) a broker-dealer
affiliate of the subadviser to a discrete portion of the
Fund, the Subadviser may engage in such trades under Rule
17a-10 under the 1940 Act without complying with certain
provisions of Rule 17e-1 of the Investment Company Act of
1940, provided that Subadviser does not consult with any
entity which subadvises any other portfolio of the Trust,
or any portion of any such portfolio ("Another Subadvised
Fund"), concerning transactions for the Fund or Another
Subadvised Fund.

(m)	Each of the Adviser and Subadviser represents and warrants
to the other that it has a business continuity plan
designed to restore services as promptly as practical as a
result of work stoppage, power or other mechanical failure,
natural disaster, governmental action, communication
disruption or other impossibility of performance.



15.	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.

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 GROUP OF FUNDS


By:  /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:  Vice President


MTB INVESTMENT ADVISORS, INC.


By:  /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President


▇▇▇▇▇▇▇▇▇▇ GLOBAL INVESTORS, INC.


By:  /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name:  ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title:  President



	SCHEDULE 1

Custody Agreement between the Trust and the Fund's custodian
("Custodian"), including information as to:
       The Fund's nominee
       The federal tax identification numbers of the 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 the Fund's account
at the Custodian
Name, address, telephone and Fax number of the Custodian's
employees responsible for the Fund's accounts
       The Fund's pricing service and contact persons

All applicable procedures and guidelines adopted by the Board of
Trustees or the Adviser regarding management of the Fund, including but
not limited to:
       Transactions with affiliated persons
       Guidelines for Determining Fair Value of Securities
       Net Asset Value Correction Policies and Procedures
       Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm commitments
and standby commitments
       Derivative contracts and securities
       Repurchase Agreement Guidelines
       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
       Procedures for cash sweep investments in money market funds
       Monitoring portfolio compliance
       Subadviser supervision
       Daily review of pricing

Any master agreements that the Trust has entered into on behalf of the
Fund, including:
       Master Repurchase Agreement
       Master Foreign Exchange Netting Agreements
       Master Swap Agreements
       Form of Securities Lending Agency Agreement

Other agreements that the Trust has entered into on behalf of the Fund,
including:
	Investment Advisory Agreement

Other relevant documents, including:
	CFTC Rule 4.5 letter




Exhibit 77Q.1a): Exhibits


SUBADVISORY AGREEMENT

	This Subadvisory Agreement ("Agreement") is entered into as of
October 24, 2005, by and among the MTB Group of Funds, a Delaware
statutory trust (the "Trust"), MTB Investment Advisors, Inc., a
Maryland corporation (the "Adviser"), and LSV Asset Management (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-five portfolios, including the MTB International Equity
Fund (the "Fund");

	The Trust and the Adviser have entered into advisory agreements,
each 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" or
"Board") 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 and/or the Adviser has
furnished the Subadviser with copies, properly certified or otherwise
authenticated, of each of the following:

(m)	The Trust's Agreement and Declaration of Trust
("Declaration of Trust"), as in effect on the date hereof;

(n)	By-Laws of the Trust as in effect on the date hereof;

(o)	Resolutions of the Trustees selecting the Subadviser as the
sub-investment manager to the Fund and approving the form
of this Agreement;

(p)	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;

(q)	The Advisory Agreement;

(r)	The Trust's current  registration statement on Form N-1A as
filed with the Securities and Exchange Commission ("SEC"),
including the Fund's current prospectus and statement of
additional information (collectively called the
"Prospectus");



(s)	All current written guidelines, policies and procedures of
the Trust, which are applicable to the Fund, the Adviser or
the Subadviser and have been approved by the Board of
Trustees of the Trust;

(t)	The code of ethics of the Trust which has been approved by
the Trustees of the Trust in accordance with Rule 17j-1
under the 1940 Act;

(u)	The Adviser's most recent Form ADV as filed with the SEC
and/or provided to the Adviser's clients (which Form ADV
includes, among other things, a description of the
Adviser's policies regarding allocation of securities among
clients with common investment objectives, soft dollars and
brokerage selection);

(v)	Those provisions of the Adviser's Compliance Manual that
apply to the Fund;

(w)	A copy of the Adviser's Proxy Voting Policies and
Procedures; and

(x)	The Trust's Anti-Money Laundering Policies and Procedures.

	The Adviser will promptly furnish the Subadviser from time to
time with copies, properly certified or otherwise authenticated, of all
amendments of or supplements to any of the foregoing documents.  The
Adviser will also furnish the Subadviser with copies of all 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, investment strategies, investment policies,
investment restrictions, guidelines or procedures set forth in any of
the documents listed in Schedule 1.  In addition, the Chief Compliance
Officer for the Trust and the Adviser shall provide the Subadviser with
a certification that they have adopted and approved a compliance
program for the Trust adopted in accordance with Rule 38a-1 under the
1940 Act and the compliance program for the Adviser adopted in
accordance with Rule 206(4)-7 under the Investment Advisers Act of
1940, as amended ("Advisers Act"), respectively.

	The Chief Compliance Officer for the Subadviser shall provide the
Trust and the Adviser with copies of the Subadviser's Compliance
Policies and Procedures, a summary of its compliance program, and a
certification that the Subadviser has adopted and approved a compliance
program for the Subadviser in accordance with Rule 206(4)-7 under the
Advisers Act and such other information as may be reasonably requested
in order to permit the Board of Trustees of the Trust to make such
determinations with respect to the Subadviser's compliance program as
may be required under Rule 38a-1 under the 1940 Act.  The Subadviser
has furnished the Adviser with a copy of the Subadviser's Form ADV most
recently filed with the SEC, (which Form ADV includes a description of
the Subadviser's policies regarding allocation of securities among
clients with common investment objectives, soft dollars and brokerage
selection) and the code of ethics established by the Subadviser
pursuant to Rule 17j-1 under the 1940 Act ("Subadviser's Code of
Ethics").  The Subadviser will promptly furnish the Adviser with copies
of any amendments to each of those documents, including any revisions
required by Rule 204A-1 under the Advisers Act.  The Subadviser will
also provide the Adviser with the Subadviser's approved list of
securities for equity portfolios and list of affiliated persons, and
any updates or revisions thereto at least monthly.

	The Subadviser will also provide the Adviser and the Fund
accountant 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 to that list.

2.	Investment Services.  Subject to the oversight of the Adviser and
the Trustees, the Subadviser will manage the portion of the Fund's
assets allocated to the Subadviser from time to time by the Adviser in
its sole discretion ("Assets) on a discretionary basis, including the
purchase, retention and disposition of securities, as the Fund's agent
and attorney-in-fact with full power and authority in connection with
such assets and in a manner that is (a) consistent with the investment
objectives, investment strategies, investment policies and restrictions
of the Fund as set forth in the Fund's Prospectus, (b) in conformity
with the 1940 Act, (c) compliant with the requirements applicable to
regulated investment companies under the Internal Revenue Code of 1986,
as amended, and (d) compliant with all other applicable federal
securities laws and regulations, instructions and directions received
by the Subadviser in writing from the Adviser or the Board of Trustees,
and all applicable provisions in the documents provided to the
Subadviser, pursuant to Section 1 above, as each of the documents may,
from time to time, be amended or supplemented.

	The Subadviser will discharge its duties under this Agreement
with the care, skill, prudence, and diligence under the circumstances
then prevailing that a prudent person acting in the capacity of an
investment adviser to a registered investment Trust and familiar with
such matters would use.

	The Subadviser will, at its own expense, and subject to the
oversight of the Adviser and the Board of Trustees:

(a)	Manage on a discretionary basis the Assets and determine
from time to time which securities will be purchased,
retained, sold or loaned by the Fund.

(b)	Place orders with or through brokers, dealers or issuers in
order to effect or execute portfolio transactions for the
Fund, subject at all times to the Subadviser's duty to (i)
use its best efforts to obtain for the Fund the most
favorable terms and best execution of such portfolio
transactions, (ii) comply with any policy with respect to
effecting or executing portfolio transactions for the Fund,
as set forth in the Fund's Prospectus, and (iii) comply
with any written policies and procedures of the Trust, as
approved by the Board of Trustees from time to time.

In using its best efforts to obtain for the Fund the most
favorable terms and best execution of portfolio securities,
the Subadviser, bearing in mind the Fund's best interests
at all times, shall consider all factors it deems relevant,
including but not limited to: the price and size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction,
market prices and trends, the reputation, experience and
financial stability of the broker or dealer involved in the
transaction, and the quality of service rendered by the
broker or dealer in other transactions.

Subject to such policies and procedures as the Board of
Trustees may approve, the Subadviser may, to the extent
authorized by Section 28(e) of the Securities Exchange Act
of 1934, as amended, cause the Fund to pay a broker or
dealer that provided brokerage and research services to the
Adviser or the Subadviser an amount of commission for
effecting a portfolio transaction in excess of the amount
of commission another broker or dealer would have charged
for effecting that transaction if the Subadviser
determines, in good faith, that  such amount of commission
is reasonable in relationship to the value of such
brokerage or research services provided viewed in terms of
that particular transaction or the Subadviser's overall
responsibilities to the Fund or its other advisory clients.
To the extent authorized by Section 28(e) and the Trust's
Board of Trustees, the Subadviser shall not be deemed to
have acted unlawfully or to have breached any duty created
by this Agreement or otherwise solely by reason of such
action.

(c)	Submit information relating to the valuation of the Assets
as the Adviser or the Board may reasonably request.  The
Trust, the Fund and the Adviser agree and acknowledge that
Subadviser is not a pricing agent for the Fund or the Trust
and shall not be liable for any valuation determined or
adopted by the Trust or the Fund, the Fund's custodian
and/or portfolio accounting agent in accordance with any
information provided by the Subadviser, subject to the
provisions of Section 10(a).

(d)	Maintain all accounts, books and records pertaining to the
Assets ("Fund Assets' Books and Records") as are required
of an investment adviser of a registered investment company
pursuant to Section 31 of the 1940 Act and the rules and
regulations adopted thereunder and by applicable provisions
of the Advisers Act, including, without limitation, a daily
ledger of such assets and liabilities relating to the Fund,
and brokerage and other records of all portfolio
transactions for the Fund. The Fund Assets' Books and
Records shall be available for inspection or duplication by
the Adviser and the Trust on any day that the Fund is open
for business, upon reasonable request, and shall be
available for telecopying to the Adviser or the Trust on
any such business day.

(e)	Unless otherwise directed by Adviser in writing, take
action, in accordance with Adviser's Proxy Voting Policy,
with respect to matters submitted to a vote of holders of
voting securities comprising the Assets, and provide
Adviser with information on securities voted by Subadviser
promptly after the vote occurs.  Adviser shall be solely
responsible for making all required filings of Form N-PX
with the appropriate regulatory bodies.

(f)	From time to time, as the Adviser or the Trustees may
reasonably request, furnish the Adviser and to each of the
Board members reports of Fund's securities transactions
with respect to the Assets and reports on securities
comprising the Assets, all in such detail as the Adviser or
the Trustees may reasonably request.

(g)	Inform the Adviser and the Trustees of material or
significant changes in (i) investment strategy or policies
that will be employed in managing the Assets or (ii) key
investment officers of the Subadviser substantially
involved in managing the Assets or (iii) Subadviser's
president, chief executive officer, chief financial
officer, chief operating officer or chief compliance
officer, or the persons performing the functions of any
such office for Subadviser.

(h)	Make its officers and employees available to meet with the
Trustees and the Adviser at such times and with such
frequency as the Trustees or the Adviser reasonably
request, on due notice to the Subadviser, but at least
annually, to review the Fund's investment of the Assets in
light of current and prospective market conditions.

(i)	Furnish to the Board members such information as may be
requested by them in writing and as reasonably necessary in
order for the Trustees to evaluate this Agreement or any
proposed amendments to this Agreement for the purpose of
casting a vote pursuant to Section 12 or 13 hereof.



(j)	Furnish to the Adviser such information as may be requested
by the Adviser and reasonably necessary in order for the
Adviser to evaluate this Agreement and the Subadviser's
performance hereunder.

(k)	The Subadviser will advise the Adviser, and, if instructed
by the Adviser, will advise the Fund's custodian on a
prompt basis and Fund accountant each day by electronic
communication of each confirmed purchase and sale of a
security for the Fund.  Such communication with respect to
each security purchased for or sold by the Fund shall
provide the following information: the name of the issuer;
the full description of the security including its class;
the amount or number of shares of the security purchased or
sold; the market price; commission paid; government
charges; the gross or net price of the security; the trade
date; the settlement date; the identity of the effecting
broker or dealer and, if different, the identity of the
clearing broker.

(l)	Cooperate generally with the Fund and the Adviser to
provide information requested by them in the possession of
the Subadviser, or reasonably available to it, necessary
for the preparation of the registration statement for the
Fund and all periodic reports to be filed by the Fund or
the Adviser with the SEC, including but not limited to,
Form N-1A, semi-annual reports for the Fund on Form N-SAR
and Form N-CSR, proxy voting results on Form N-PX,
portfolio holdings on Form N-Q, shareholder communications
regarding the Fund, proxy materials furnished to holders of
shares of the Fund, and filings with state "blue sky"
authorities and with United States agencies responsible for
tax matters regarding the Fund.

(m)	Allow the Chief Compliance Officer of the Trust and the
Adviser and/or his/her delegate, representatives of the
Adviser, internal or external auditors of the Trust and
Adviser, and regulators to visit and audit Subadviser's
operations relating to Subadviser's services under this
Agreement as may be reasonably requested, at reasonable
times and upon reasonable notice, but at least once
annually.

(n)	Deliver instructions or directions to the Adviser via such
written or oral reports as the Fund's custodian and fund
accountant may require.  Subadviser shall instruct all
brokers, dealers or other persons executing orders with
respect to the Assets to forward to the Adviser copies of
all brokerage or dealer confirmations promptly after
execution of all transactions.

(o)	Comply with all requirements of Rule 17j-1 under the 1940
Act, including the requirement to submit its Code of Ethics
and any material changes thereto to the Trustees for
approval, and such other requirements of Rule 204A-1 under
the Advisers Act.  The Subadviser will submit any material
change in its Code of Ethics to the Trustees promptly after
the adoption of such change.  The Subadviser will report at
least quarterly any material violations of its Code of
Ethics or related procedures and any related sanctions to
the Trustees, and will provide a written report to the
Trustees at least annually in accordance with the
requirements of Rule 17j-1 and any similar requirements as
may be adopted by the SEC under the Advisers Act.  The
Subadviser will also require that its "Access Persons" (as
such term is defined in Rule 17j-1 and Rule 204A-1) provide
the Subadviser with quarterly personal investment
transaction reports and initial and annual holdings
reports, and otherwise require such of those persons as is
appropriate to be subject to the Subadviser's Code of
Ethics.

(p)	Provide to the Adviser and the Trust a copy and summary of
its compliance program in accordance with Rule 206(4)-7
under the Advisers Act, and any material changes thereto,
at least annually.

3.	Expenses Paid by the Subadviser.  The Subadviser will pay the
cost of maintaining the staff and personnel necessary for it to perform
its obligations under this Agreement, the expenses of office rent,
telephone, telecommunications and other facilities it is obligated to
provide in order to perform the services specified in Section 2, and
any other costs and expenses incurred by it in connection with the
performance of its duties hereunder.

4.	Expenses of the Fund Not Paid by the Subadviser.  The Subadviser
will not be required to pay any expenses of the Fund or any other
expenses that this Agreement does not expressly state shall be payable
by the Subadviser.  In particular, and without limiting the generality
of the foregoing, the Subadviser will not be required to pay under this
Agreement:

(m)	the compensation and expenses of Trustees and of
independent advisers, independent contractors, consultants,
managers and other agents employed by the Trust or the Fund
other than through the Subadviser;

(n)	organization and offering expenses of the Fund (including
out of pocket expenses);

(o)	legal, accounting and auditing fees and expenses of the
Trust or the Fund;

(p)	the fees and disbursements of custodians and depositories
of the Trust or the Fund's assets, or any fees and expenses
of the Fund's administrator, transfer agents, disbursing
agents, plan agents and registrars;

(q)	the Fund's interest expenses;

(r)	taxes and governmental fees assessed against the Trust or
the Fund's assets and payable by the Trust or the Fund;

(s)	dues and expenses of each of the Fund or the Adviser for
its respective membership in investment trade
organizations;

(t)	cost of insurance relating to fidelity bond coverage or
directors and officers/ errors and omissions coverage for
the Fund or the Adviser;

(u)	the cost of preparing, printing and mailing Prospectuses,
dividends, distributions, reports, notices and proxy
materials to shareholders of the Trust or the Fund, except
that the Subadviser shall bear the costs of providing the
information referred to in Section 2(l) to the Adviser;

(v)	brokers' commissions and underwriting fees;

(w)	the payments for maintaining the Fund's books and records
(other than those books and records the Subadviser
maintains in connection with the performance or its duties
under this Agreement) and any expense associated with
calculating the daily net asset value of the shares of the
Fund; and

(x)	expenses of any shareholder meetings.



5.	Registration as an Adviser.  The Subadviser hereby represents and
warrants that it is registered with the SEC as an investment adviser,
and covenants that it intends to remain so registered for the duration
of this Agreement.  Subadviser shall notify the Adviser immediately in
the event that Subadviser ceases to be registered with the SEC as an
investment adviser under the Advisers Act.

6.	Compensation of the Subadviser. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Subadviser as
herein provided for the Funds, the Adviser will pay the Subadviser an
annual fee equal to 0.49% of the average daily net asset value of the
Assets.  Such fee shall accrue daily and be paid monthly.  The "average
daily net assets" of the Assets shall be determined on the basis set
forth in the Fund's Prospectus or, if not described therein, on such
basis as is consistent with Rule 2a-4 and Rule 22c-1 under the 1940 Act
and the regulations promulgated thereunder.  The Subadviser will
receive a pro rata portion of such monthly fee for any periods in which
the Subadviser advises the Fund less than a full month.  The Subadviser
understands and agrees that neither the Trust nor the Fund has any
liability for the payment of Subadviser's fee hereunder and that the
payment of fees owed to the Subadviser shall be the sole responsibility
of the Adviser.

7.	Other Activities of the Subadviser and Its Affiliates.  It is
understood that the services under this Agreement are not exclusive and
that nothing in this Agreement shall prevent the Subadviser or any of
its affiliates or associates from engaging in any other business or
from acting as investment adviser or manager for any other person or
entity or providing similar services to any other person or entity,
whether or not having investment policies or a portfolio similar to the
Fund.  It is specifically understood that officers, trustees/directors
and employees of the Subadviser and those of its affiliates may engage
in providing portfolio management services and advice to other
investment advisory clients of the Subadviser or of its affiliates.

8.	Avoidance of Inconsistent Position.  In connection with purchases or
sales of portfolio securities for the account of the Fund with respect to
the Assets, neither the Subadviser nor any of its trustees/directors,
officers or employees will act as principal or agent or receive any
commission, except in compliance with applicable law and the relevant
policies and procedures of the Fund.  The Subadviser shall not knowingly
recommend that the Fund, with respect to the Assets, purchase, sell or
retain securities of any issuer in which the Subadviser has a financial
interest without obtaining prior approval of the Adviser prior to the
execution of any such transaction.

	Nothing herein contained shall limit or restrict the Subadviser
or any of its officers, affiliates or employees from buying, selling or
trading in any securities for its or their own account or accounts.
The Trust and Fund acknowledge that the Subadviser and its officers,
affiliates and employees, and its other clients may at any time have,
acquire, increase, decrease or dispose of positions in investments
which are at the same time being acquired or disposed of by the Fund,
with respect to the Assets.  The Subadviser shall have no obligation to
acquire with respect to the Assets, a position in any investment that
the Subadviser, its officers, affiliates or employees may acquire for
its or their own accounts or for the account of another client if, in
the sole discretion of the Subadviser, it is not feasible or desirable
to acquire a position in such investment for the Fund.  Nothing herein
contained shall prevent the Subadviser from purchasing or recommending
the purchase of a particular security for one or more funds or clients
while other funds or clients may be selling the same security.  The
Subadviser expressly acknowledges and agrees, however, that in any of
the above described transactions, and in all cases, the Subadviser is
obligated to fulfill its fiduciary duty as Subadviser to the Fund, with
respect to the Assets, and it shall require such of its Access Persons
as is appropriate to comply with the requirements of the Subadviser's
Code of Ethics.



	When a security proposed to be purchased or sold for the Assets
is also to be purchased or sold for other accounts managed by the
Subadviser at the same time, the Subadviser shall make such purchase or
sale on a pro-rata, rotating or other fair and equitable basis so as to
avoid any one account being preferred over any other account.  The
Subadviser shall disclose to the Adviser and to the Trustees the method
used to allocate purchases and sales among the Subadviser's investment
advisory clients.  It is further understood that the Subadviser may,
but shall not be obligated to, aggregate the orders for securities to
be purchased or sold.

9.	No Partnership or Joint Venture.  The Trust, the Fund, the
Adviser and the Subadviser are not partners of or joint venturers with
each other and nothing herein shall be construed so as to make them
such partners or joint venturers or impose any liability as such on any
of them.

10.	Limitation of Liability and Indemnification.

(a)	In the absence of (i) willful misfeasance, bad faith, or
gross negligence on the part of the Subadviser or reckless
disregard of its duties, (ii) the failure to disclose to
the Adviser a material fact regarding the Subadviser or its
investment advisory services as they relate to the Fund;
(iii) the failure to correct any untrue statement of a
material fact regarding the Subadviser made by the
Subadviser to the Adviser, or (iv) the reckless disregard
by the Subadviser of its obligations and duties under this
Agreement, the Subadviser shall not be subject to any
liability to the Adviser, the Trust or the Fund, any
shareholder of the Fund, or to any person, firm or
organization, for any act or omission in the course of or
in connection with rendering its services under this
Agreement.  Specifically, the Subadviser shall not be
liable to the Adviser, the Trust or the Fund for any error
of judgment or mistake of law, subject to the limitations
of Section 17(j) of the 1940 Act.  Nothing herein, however,
shall derogate from the Subadviser's obligations under
federal and state securities laws.  Subadviser will
maintain a reasonable amount of fidelity bond insurance
coverage and shall provide evidence of such coverage upon
request of Adviser.
(b)	In the absence of (i) willful misfeasance, bad faith or
gross negligence on the part of the Adviser or reckless
disregard of its duties, (ii) the failure of the Adviser to
disclose in the Prospectus or any filing made with the SEC
with respect to the Trust, the Fund or the Adviser any
material fact; (iii) the failure by the Adviser to correct
any untrue statement of a material fact contained in the
Prospectus or any other filing made with the SEC regarding
the Trust, the Fund or the Adviser; or (iv) the reckless
disregard by the Adviser of its obligations and duties
under this Agreement, Adviser shall not be subject to any
liability to Subadviser for any act or omission in the
course of or in connection with the Adviser's carrying out
its duties and obligations under this Agreement.
Specifically, the Adviser shall not be liable to the
Subadviser for any error of judgment or mistake of law.
Nothing herein, however, shall derogate from the Adviser's
obligations under federal and state securities laws.
(c)	Subadviser and Adviser shall each defend, indemnify and
hold harmless the other party and the other party's
affiliates, officers, trustees/directors, members,
employees and agents, from and against any claim, loss,
liability, judgment, awards, settlements for which prior
approval of the indemnifying party is obtained, damages,
deficiency, penalty, cost or expense (including without
limitation reasonable attorneys' fees and disbursements for
external counsel) resulting from (i) the reckless disregard
of the indemnifying party's obligations and duties
hereunder; (ii) willful misfeasance, bad faith or gross
negligence on the part of the indemnifying party, its
officers, trustees/directors, members, employees and agents
with respect to this Agreement or the Fund or (iii) the
failure of the indemnifying party to disclose any material
fact or the failure of the indemnifying party to correct
any untrue statement of a material fact whether such claim,
loss, liability, damages, deficiency, penalty, cost or
expense was incurred or suffered directly or indirectly.

(d)	Adviser is liable to, and shall indemnify, the Fund and the
Trust for any acts and omissions of the Subadviser to the
same extent the Adviser, under the terms of the Advisory
Agreement, is liable to, and must indemnify the Fund and
the Trust for the Adviser's acts and omissions.

(e) 	The indemnification provisions in Section 10 of the
Agreement shall survive the termination of this Agreement.

11.	Assignment and Amendment.  This Agreement may not be assigned by
the Subadviser, and shall automatically terminate, without the payment
of any penalty, in the event: (a) of its assignment, including any
change in control of the Adviser or the Subadviser which is deemed to
be an assignment under the 1940 Act, or (b) that the Advisory Agreement
is assigned or terminates for any reason.  Trades that were placed
prior to such termination will not be canceled; however, no new trades
will be placed after notice of such termination is received.
Termination of this Agreement shall not relieve the Adviser or the
Subadviser of any liability incurred hereunder.

	The terms of this Agreement shall not be changed unless such
change is agreed to in writing by the parties hereto and is approved by
the affirmative vote of a majority of the Trustees of the Trust voting
in person, including a majority of the Trustees who are not interested
persons of the Trust, the Adviser or the Subadviser, at a meeting
called for the purpose of voting on such change, and (to the extent
required by the ▇▇▇▇ ▇▇▇) unless also approved at a meeting by the
affirmative vote of the majority of outstanding voting securities of
the Fund.

12.	Duration and Termination.  This Agreement shall become effective
as of the date first above written and shall remain in full force and
effect for a period of two years from such date, and thereafter for
successive periods of one year (provided such continuance is approved
at least annually in conformity with the requirements of Section 15 of
the ▇▇▇▇ ▇▇▇) unless the Agreement is terminated automatically as set
forth in Section 11 hereof or until terminated as follows:

(a)	The Trust or the Adviser may at any time terminate this
Agreement, without payment of any penalty, by not more than
60 days' prior written notice delivered or mailed by
registered mail, postage prepaid, or by nationally
recognized overnight delivery service, receipt requested,
to the Subadviser.  Action of the Trust under this
subsection may be taken either by (i) vote of its Trustees,
or (ii) the affirmative vote of the outstanding voting
securities of the Fund; or

(b)	The Subadviser may at any time terminate this Agreement by
not less than one hundred twenty (120) days' prior written
notice by facsimile or delivered via  registered mail,
postage prepaid or a nationally recognized overnight
delivery service, receipt requested,  to the Adviser.

	Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.

	Fees payable to Subadviser for services rendered under this
Agreement will be prorated to the date of termination of the Agreement.

	In the event of termination of this Agreement for any reason, the
Subadviser shall, immediately upon receiving notice of termination or a
receipt acknowledging delivery of a notice of termination to Adviser,
or such later date as may be specified in such notice, cease all
activity on behalf of the Fund and with respect to the Assets, except
as expressly directed by the Adviser, and except for the settlement of
securities transactions already entered into for the account of the
Fund, with respect to the Assets.  In addition, the Subadviser shall
deliver copies of the Fund Assets' Books and Records to the Adviser
upon request by such means and in accordance with such schedule as the
Adviser shall reasonably direct and shall otherwise cooperate, as
reasonably directed by the Adviser, in the transition of Fund
investment management to any successor to the Subadviser, including the
Adviser; provided however that the Subadviser shall be permitted to
retain at its own expense a separate copy of such records for its own
protection and may not disclose such information to other parties
unless required to comply with any law, rule, regulation or order of a
court or government authority.

13.	Approval of Agreement.  The parties hereto acknowledge and agree
that the obligations of the Trust, the Adviser, and the Subadviser
under this Agreement shall be subject to the following condition
precedent: this Agreement shall have been approved by the vote of a
majority of the Trustees, who are not interested persons of the Trust,
the Adviser or the Subadviser, at a meeting called for the purpose of
voting on such approval.

14.	Miscellaneous.

(a)	The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.  This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one
and the same instrument.  The obligations of the Trust and
the Fund are not personally binding upon, nor shall resort
be had to be private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or
the Fund, but only the Fund's property shall be bound.  The
Trust or the Fund shall not be liable for the obligations
of any other series of the Trust.

(b)	Any information supplied by the Trust or the Adviser to the
Subadviser in connection with the performance of the
Subadviser's duties hereunder, or learned by the Subadviser
as a result of its position as Subadviser to the Fund,
which information is not otherwise in the public domain, is
to be regarded as confidential information for use by the
Subadviser only in connection with the performance of its
duties hereunder.  Any such information in the hands of the
Subadviser may be disclosed as necessary to comply with any
law, rule, regulation or order of a court or government
authority.

(c)	Any information supplied by the Subadviser to the Trust or
the Adviser in connection with the performance of the
Subadviser's duties under this Agreement or learned by the
Trust or the Adviser as a result of the services provided
by the Subadviser under this Agreement, which information
is not otherwise in the public domain, is to be regarded as
confidential information for use by the Adviser, the Fund
and/or its agents only in connection with the Fund and its
investments.  Any such information in the hands of either
party may be disclosed as necessary to comply with any law,
rule, regulation or order of a court or government
authority.

(d)	The Subadviser agrees to submit any proposed sales
literature (including advertisements, whether in paper,
electronic or Internet medium) for the Trust, the Fund, the
Subadviser or for any of its affiliates which mentions the
Trust, the Fund or Adviser (other than the use of the
Fund's name in a list of clients of the Subadviser), to the
Adviser and to the Fund's distributor for review and filing
with the appropriate regulatory authority prior to public
release of any such sales literature; provided, however,
that nothing herein shall be construed so as to create any
obligation or duty on the part of the Subadviser to produce
sales literature for the Trust or the Fund.

(e)	The Trust and the Adviser agree to submit any proposed
sales literature that mentions the Subadviser  (other than
identifying the Subadviser as subadviser to the Fund) to
the Subadviser for review prior to use and the Subadviser
agrees to promptly review such materials by a reasonable
and appropriate deadline.  The Trust agrees to cause the
Adviser and the Trust's distributor to promptly review all
such sales literature for compliance with relevant
requirements, to promptly advise the Subadviser of any
deficiencies contained in such sales literature, and to
promptly file complying sales literature with the relevant
regulatory authorities.  Neither the Adviser, nor the Trust
nor the Fund nor any affiliate of the foregoing will use
the registered trademarks, service marks, logos, names or
any other proprietary designations of Subadviser, its
subsidiaries and/or affiliates (collectively, "Subadviser
Marks") in any advertising or promotional materials without
Subadviser's prior written approval, which will not be
unreasonably withheld.  Adviser and Subadviser will work
together to develop mutually agreeable standards and
procedures for the review of materials bearing Subadviser
Marks to facilitate the efficient creation and use of such
advertising or promotional materials.

(f)	All notices, consents, waivers and other communications
under this Agreement must be in writing and, other than
notices governed by Section 12 above, will be deemed to
have been duly given when (i) delivered by hand (with
written confirmation of receipt), (ii) sent by telecopier,
provided that receipt is confirmed by return telecopy and a
copy is sent by overnight mail via a nationally recognized
overnight delivery service (receipt requested); (iii) when
received by the addressee, if sent via a nationally
recognized overnight delivery service (receipt requested)
or U.S. mail (postage prepaid), in each case to the
appropriate address and telecopier number set forth below
(or to such other address and telecopier number as a party
may designate by notice to the other parties):

       	Subadviser: 	LSV Asset Management
       	▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
       	▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇
                      	Attention:  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
                      	Telephone Number:   (▇▇▇) ▇▇▇-▇▇▇▇
                      	Facsimile Number:   (▇▇▇) ▇▇▇-▇▇▇▇

       	Adviser: 	MTB Investment Advisors, Inc.
                      	▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
                      	▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇
                      	Attention:  President
                      	Telephone Number:   (▇▇▇) ▇▇▇-▇▇▇▇
                      	Facsimile Number:   (▇▇▇) ▇▇▇-▇▇▇▇

       	Trust: 		MTB Group of Funds
                      	▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
                      	▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
                      	Attention: Secretary
                      	Telephone Number:  (▇▇▇) ▇▇▇-▇▇▇▇
                      	Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇

(g)	For purposes of this Agreement: (i) "affirmative vote of a
majority of the outstanding voting securities of the Fund"
means the affirmative vote, at an annual meeting or a
special meeting of the shareholders of the Fund, duly
called and held, (A) of 67% or more of the shares of the
Fund present (in person or by proxy) and entitled to vote
at such meeting, if the holders of more than 50% of the
outstanding shares of the Fund entitled to vote at such
meeting are present (in person or by proxy), or (B) of more
than 50% of the outstanding shares of the Fund entitled to
vote at such meeting, whichever is less; and (ii)
"interested person" and "assignment" shall have the
respective meanings as set forth in the 1940 Act, subject,
however, to such exemptions as may be granted by the SEC
under the 1940 Act.

(h)	This Agreement shall be construed in accordance with the
laws of the State of New York and the applicable provisions
of the 1940 Act.

(i)	The provisions of this Agreement are independent of and
separable from each other and  no provision shall be
affected or rendered invalid or unenforceable by virtue of
the fact that for any reason any other or others of them
may be deemed invalid or unenforceable in whole or in part.

(j)	Subadviser 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.  Subadviser 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 Subadviser's obligations under
this Agreement and consistent with the exceptions provided
in 17 CFR Sections 248.14, 248.15 and 248.13, respectively.

(k)	Any question of interpretation of any term or section of
this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act or Advisers Act
shall be resolved by reference to such term or provision of
the 1940 Act or Advisers Act and interpretation thereof, if
any, by the United States courts or, in the absence of any
controlling decision of any such court, by rules,
regulations or orders of the SEC validly issued pursuant to
the 1940 Act or Advisers Act.  In addition, where the
effect of a requirement of the 1940 Act or Advisers Act
reflected in any provision of this Agreement is relaxed by
rule, regulation or order of the SEC, whether of special or
general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.

(l)	In the event the Subadviser may deem it advantageous to the
Fund to place portfolio securities trades for the Fund
through (a) a broker-dealer affiliate of the subadviser to
another portfolio of the Trust; or (b) a broker-dealer
affiliate of the subadviser to a discrete portion of the
Fund, the Subadviser may engage in such trades under Rule
17a-10 under the 1940 Act without complying with certain
provisions of Rule 17e-1 of the Investment Company Act of
1940, provided that Subadviser does not consult with any
entity which subadvises any other portfolio of the Trust,
or any portion of any such portfolio ("Another Subadvised
Fund"), concerning transactions for the Fund or Another
Subadvised Fund.

(m)	Each of the Adviser and Subadviser represents and warrants
to the other that it has a business continuity plan
designed to restore services as promptly as practical as a
result of work stoppage, power or other mechanical failure,
natural disaster, governmental action, communication
disruption or other impossibility of performance.



16.	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.

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 GROUP OF FUNDS


By:  /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:  Vice President


MTB INVESTMENT ADVISORS, INC.


By:  /s. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:  President


LSV ASSET MANAGEMENT


By:  /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:  Chief Operating Officer



	SCHEDULE 1

Custody Agreement between the Trust and the Fund's custodian
("Custodian"), including information as to:
       The Fund's nominee
       The federal tax identification numbers of the 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 the Fund's account
at the Custodian
Name, address, telephone and Fax number of the Custodian's
employees responsible for the Fund's accounts
       The Fund's pricing service and contact persons

All applicable procedures and guidelines adopted by the Board of
Trustees or the Adviser regarding management of the Fund, including but
not limited to:
       Transactions with affiliated persons
       Guidelines for Determining Fair Value of Securities
       Net Asset Value Correction Policies and Procedures
       Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm commitments
and standby commitments
       Derivative contracts and securities
       Repurchase Agreement Guidelines
       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
       Procedures for cash sweep investments in money market funds
       Monitoring portfolio compliance
       Subadviser supervision
       Daily review of pricing

Any master agreements that the Trust has entered into on behalf of the
Fund, including:
       Master Repurchase Agreement
       Master Foreign Exchange Netting Agreements
       Master Swap Agreements
       Form of Securities Lending Agency Agreement

Other agreements that the Trust has entered into on behalf of the Fund,
including:
	Investment Advisory Agreement

Other relevant documents, including:
	CFTC Rule 4.5 letter