Exhibit (b)(ii) under Form N1-A
                                           Exhibit 3(ii) under Item 601/Reg. S-K

                               Amendment #1 to the
                           Amended & Restated By-Laws
                              of MTB Group of Funds

                            (effective June 24, 2004)

     Strike the last two sentences of Article V,  Officers,  Section 6, Chairman
of the Board (In the absence, resignation, disability or death of the president,
the  chairman  shall  exercise  all  powers  and  perform  all the duties of the
president  until his or her return,  such  disability  shall be removed or a new
president shall have been elected. The chairperson is not required to be a Board
Member.) and replace them with the following sentence:

     "The chairman is required to be a board member."


     Strike  the  first  sentence  of  Article  V,  Officers,  Sections  9, Vice
Presidents (In the absence,  or disability of the president,  the executive vice
presidents  or vice  presidents,  if any, in order of their rank as fixed by the
Board or if not ranked, a vice president  designated by the Board, shall perform
all the duties of the president and when so acting shall have all powers of, and
be subject to all  restrictions  upon, the  president.)  and replace it with the
following sentence:

     "In the absence,  resignation,  disability or death of the  president,  the
     executive  vice  presidents or vice  presidents,  if any, in order of their
     rank as fixed by the Board or if not ranked, a vice president designated by
     the Board, shall perform all the duties of the president and when so acting
     shall have all powers of,  and be  subject to all  restrictions  upon,  the
     president."