Exhibit (b)(iii) under Form N-1A
                                           Exhibit 3(ii) under Item 601/Reg. S-K


                               Amendment #2 to the
                           Amended & Restated By-Laws
                              of MTB Group of Funds

                         (effective September 15, 2004)


Insert the following as Section 12 of Article V, Officers.

     Section 12. CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer shall be
     responsible for administering the Trust's policies and procedures  approved
     by the  Board  under  Rule  38a-1 of the  Investment  Company  Act of 1940.
     Notwithstanding  any other  provision of these  By-Laws,  the  designation,
     removal and  compensation of Chief  Compliance  Officer are subject to Rule
     38a-1 under the Investment Company Act of 1940.