Exhibit (6)(s)
INVESTMENT ADVISORY CONTRACT
LETTER AGREEMENT
MTB Investment Advisors, Inc.
100 East Pratt Street
17th Floor
Baltimore, MD 21202
January 6, 2006
MTB Group of Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7010
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/ Scot A Millen
Name: Scot A. Millen
Title: Vice President
ACCEPTED BY:
MTB GROUP OF FUNDS
By: /s/ Judith J. Mackin
---------------------------
Name: Judith J. Mackin
Title: Vice President