N-14

As filed with the Securities and Exchange Commission on September 22, 2009

1933 Act File No. 33-20673

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	¨
Post-Effective Amendment No.	¨

(Check appropriate box or boxes)

MTB GROUP OF FUNDS

(Exact Name of Registrant as Specified in Charter)

1 (800) 836-2211

(Registrant’s Area Code and Telephone Number)

100 EAST PRATT STREET, 15^TH FLOOR, BALTIMORE, MARYLAND 21202

(Address of Principal Executive Offices)

(Number, Street, City, State, Zip Code)

Michael D. Daniels

MTB Group of Funds

100 East Pratt Street, 15th floor

Baltimore, Maryland 21202

(Name and Address of Agent for Service of Process)

(Number, Street, City, State, Zip Code)

With a copy to

Alison M. Fuller, Esq.

Stradley Ronon Stevens & Young, LLP

1250 Connecticut Avenue, N.W., Suite 500

Washington, DC 20036

Approximate date of public offering: As soon as practicable following effectiveness of the Registration Statement.

Registrant has registered an indefinite amount of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended; accordingly, no fee is payable herewith in reliance upon section 24(f).

It is proposed that this filing will become effective on [October 22], 2009, pursuant to Rule 488 under the Securities Act of 1933, as amended.

PROXY MATERIALS

MTB GROUP OF FUNDS

MTB Multi Cap Growth Fund

100 East Pratt Street (15^th Floor)

Baltimore, MD 21202

1.800.836.2211

www.mtbfunds.com

[November 6], 2009

Dear Shareholder:

I am writing to let you know that a special meeting of the shareholders of MTB Multi Cap Growth Fund (“Target Fund”), a series of MTB Group of Funds (“Trust”), will be held at 3:00 p.m. on January 4, 2010, at the Trust’s principal executive offices at 100 East Pratt Street, 15^th Floor, Baltimore, Maryland 21202. The purpose of the meetings is to vote on a proposal to reorganize Target Fund into MTB Mid Cap Growth Fund (“Acquiring Fund”). If you are a shareholder of record of Target Fund as of the close of business on October 20, 2009, you have the opportunity to vote on the proposal. This package contains information about the proposal and the materials to use when casting your vote. Upon the proposed reorganization, Target Fund shareholders will be issued shares of Acquiring Fund that correspond to the class of shares currently held in Target Fund, as shown in the table below:

Target Fund	Acquiring Fund
MTB Multi Cap Growth Fund	MTB Mid Cap Growth Fund
Class A Shares	Class A Shares
Class B Shares	Class B Shares
Institutional I Shares	Institutional I Shares

The proposal has been carefully reviewed by the Board of Trustees for the Trust (“Board” or “Trustees”). MTB Investment Advisors, Inc. (“MTBIA”), the investment advisor of Target Fund and Acquiring Fund, believes that due to, among other things, the small size of Target Fund, and the comparatively better prospects for asset growth of Acquiring Fund, Target Fund and its shareholders’ best interests would be served by reorganizing Target Fund into Acquiring Fund. After reviewing MTBIA’s decision, the Board determined that the best course of action was to seek to reorganize Target Fund into Acquiring Fund, which has an identical investment goal and similar investment strategies.

The Trustees recommend that you vote for the proposed reorganization. Should the reorganization be approved by shareholders of Target Fund and other conditions to the reorganization be satisfied, your current shares in Target Fund will be exchanged for shares of Acquiring Fund. More information on the specific details of and reasons for Target Fund’s reorganization is contained in the enclosed combined Prospectus/Proxy Statement.

Although we are disappointed that Target Fund has not grown sufficiently in size to allow it to continue to be a competitive long-term investment vehicle, we believe that shareholders will be well served by the proposed reorganization, which will allow them to remain invested in a similar fund.

Please read the enclosed materials carefully and cast your vote on the proxy card. Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.

Voting is quick and easy. To cast your vote, simply complete the proxy card enclosed in this package. Be sure to sign the card before mailing it in the postage-paid envelope. You may also vote your shares by touch-tone telephone. Simply call the toll-free number on your proxy card, enter the control number found on the card(s), and follow the recorded instructions. If we do not hear from you after a reasonable amount of time, you may receive a call from our proxy solicitor, Broadridge Financial Solutions, Inc., reminding you to vote. If you have any questions before you vote, please call MTB Funds Shareholder Services toll-free at 1-800-836-2211. Thank you for your participation in this important initiative.

Sincerely,

Timothy L. Brenner

President, MTB Group of Funds

MTB GROUP OF FUNDS

MTB Multi Cap Growth Fund

100 East Pratt Street (15^th Floor)

Baltimore, MD 21202

1.800.836.2211

www.mtbfunds.com

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 4, 2010

To Our Shareholders:

Notice is hereby given that a special meeting of shareholders of MTB Multi Cap Growth Fund (“Target Fund”), a series of MTB Group of Funds (the “Trust”), will be held at 3:00 p.m. on January 4, 2010 at the Trust’s principal executive offices at 100 East Pratt Street, 15^th Floor, Baltimore, Maryland 21202 (the “Meeting”). The purpose of the Meeting is to consider and act upon the following proposal, and to transact such other business as may properly come before the Meeting or any adjournments thereof.

Proposal for shareholders of MTB Multi Cap Growth Fund: To approve a Plan of Reorganization providing for the (i) transfer of substantially all of the assets of Target Fund, a series of the Trust, to MTB Mid Cap Growth Fund (“Acquiring Fund”), a series of the Trust, (subject to the retention of certain assets to discharge liabilities) in exchange solely for Class A, Class B, and Institutional I shares of beneficial interest of Acquiring Fund, and (ii) distribution of such shares to Class A, Class B and Institutional I shareholders of Target Fund in connection with its liquidation.

It is not anticipated that any matters other than the approval of this proposal will be brought before the Meeting. If, however, any other business is properly brought before the Meeting, proxies will be voted in accordance with the judgment of the persons designated as proxies or otherwise as described in this Prospectus/Proxy Statement. Shareholders of record of Target Fund at the close of business on October 20, 2009, are entitled to notice of, and to vote at, such Meeting and any adjournments thereof.

You are cordially invited to attend the Meeting. Shareholders are requested and encouraged to complete, date and sign the enclosed proxy card and return it promptly in the postage-paid envelope provided for that purpose. Alternatively, to vote via telephone, please refer to the enclosed proxy card. If you intend to attend the Meeting in person, you may register your presence with the registrar and vote your shares in person, even if you have previously voted your shares by proxy. If you properly execute and return the enclosed proxy card in time to be voted at the Meeting, your shares represented by the proxy will be voted at the Meeting in accordance with your instructions. Unless revoked, proxies that have been executed and returned by shareholders without instructions will be voted in favor of the proposal.

The enclosed proxy is being solicited on behalf of the Board of Trustees of the Trust (“Board” or “Trustees”), on behalf of Target Fund.

The Board unanimously recommends that the shareholders of Target Fund vote FOR the proposal.

By order of the Board of Trustees

Lisa R. Grosswirth

Secretary, MTB Group of Funds

[November 6], 2009

YOUR VOTE IS IMPORTANT - PLEASE VOTE YOUR SHARES PROMPTLY

Shareholders are invited to attend the Meeting in person. Any shareholder who does not expect to attend the Meeting in person is urged to vote using the internet or touch-tone telephone instructions found below or indicate voting instructions on the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be.

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general rules for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card properly.

1. Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration on the proxy card.

3. All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card. For example:

REGISTRATION			VALID SIGNATURE
A.	1)	ABC Corp.	John Smith, Treasurer
	2)	ABC Corp. c/o John Smith, Treasurer	John Smith, Treasurer
B.	1)	ABC Corp. Profit Sharing Plan	Ann B. Collins, Trustee
	2)	ABC Trust	Ann B. Collins, Trustee
	3)	Ann B. Collins, Trustee u/t/d 12/28/78	Ann B. Collins, Trustee
C.	Anthony B. Craft, Cust. f/b/o Anthony B. Craft, Jr. UGMA		Anthony B. Craft

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE

1. Read the Prospectus/Proxy Statement, and have your proxy card with you.

2. Call the toll-free number indicated on your proxy card.

3. Enter the 12 digit control number found on the front of your proxy card.

4. Follow the recorded instructions to cast your vote.

INSTRUCTIONS FOR VOTING BY INTERNET

1. Read the Prospectus/Proxy Statement, and have your proxy card with you.

2. Go to the website indicated on your proxy card.

3. Enter the 12 digit control number found on the front of your proxy card.

4. Follow the recorded instructions to cast your vote.

COMBINED PROSPECTUS/PROXY STATEMENT

DATED [NOVEMBER 6], 2009

ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS OF

MTB MULTI CAP GROWTH FUND

BY AND IN EXCHANGE FOR SHARES OF

MTB MID CAP GROWTH FUND

This Prospectus/Proxy Statement solicits proxies to be voted at a special meeting of shareholders (the “Meeting”) of MTB Multi Cap Growth Fund (“Target Fund”), a series of MTB Group of Funds (the “Trust”).

At the Meeting, shareholders of Target Fund will be asked to approve a Plan of Reorganization (the “Plan”) relating to the reorganization of Target Fund into MTB Mid Cap Growth Fund (“Acquiring Fund”), a series of the Trust, as described more fully in the Plan (such reorganization, “Reorganization”).

The following table outlines the proposed Reorganization, showing the Acquiring Fund shares the shareholders of Target Fund will receive if the proposed Reorganization is approved:

Target Fund	Acquiring Fund
MTB Multi Cap Growth Fund	MTB Mid Cap Growth Fund
Class A Shares	Class A Shares
Class B Shares	Class B Shares
Institutional I Shares	Institutional I Shares

The Meeting will be held at the principal executive offices of the Trust at 100 East Pratt Street, 15^th Floor, Baltimore, Maryland 21202, on January 4, 2010 at 3:00 p.m., Eastern Time. The Board of Trustees of the Trust (“Board” or “Trustees”) is soliciting these proxies on behalf of Target Fund. This Prospectus/Proxy Statement will first be sent to shareholders on or about [November 6], 2009.

If Target Fund shareholders vote to approve the Plan, you will receive Acquiring Fund shares having an aggregate net asset value (“NAV”) equivalent to the aggregate NAV of your investment in Target Fund as of the time of the Reorganization, as determined pursuant to the Plan. Target Fund will then be liquidated and dissolved.

This Prospectus/Proxy Statement includes information about the proposed Reorganization and Acquiring Fund that you should know before voting on the Plan with respect to Target Fund.

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You should retain this Prospectus/Proxy Statement for future reference. Additional information about Acquiring Fund and the proposed Reorganization has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and can be found in the following documents and are incorporated into this Prospectus/Proxy Statement by reference:

• The retail and institutional prospectuses of the Trust dated August 31, 2009, as supplemented and amended to date, which are enclosed herewith and are incorporated herein by reference;

• A Statement of Additional Information (“SAI”) dated [November 6, 2009], relating to this Prospectus/Proxy Statement, which has been filed with the SEC and is incorporated herein by reference.

You may request a free copy of the SAI relating to this Prospectus/Proxy Statement or the Statement of Additional Information or annual or semiannual reports without charge by calling 1-800-836-2211 or by writing to the Trust at 100 East Pratt Street, Baltimore, Maryland 21202.

You can obtain copies of the Trust’s current prospectuses, Statement of Additional Information, or annual or semiannual reports without charge by contacting the Trust at 1-800-836-2211.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER U.S. GOVERNMENT AGENCY. MUTUAL FUND SHARES INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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TABLE OF CONTENTS

OVERVIEW	4
THE PROPOSAL	12
Summary of the Proposal	12
Comparison of Investment Goals and Strategies	13
Comparison of Principal Risks	14
Comparative Fee Tables	14
Expense Example	19
Comparison of Fund Performance	20
Rights of Target Fund and Acquiring Fund Shareholders	21
THE PROPOSED REORGANIZATION	22
Plan of Reorganization	22
Reasons for the Reorganization and Trustees’ Considerations	23
Description of the Securities to be Issued	24
Forms of Organization	24
Operation of Acquiring Fund Following the Reorganization	24
FINANCIAL STATEMENTS	25
Pro Forma Capitalization	25
Pro Forma Combined Statement of Investments	27
Pro Forma Combined Statement of Operations	54
ADDITIONAL INFORMATION ABOUT THE FUNDS	61
Management of Target Fund and Acquiring Fund	61
Distribution of Target Fund and Acquiring Fund Shares	62
VOTING INFORMATION	70
APPENDIX TO PROSPECTUS/PROXY STATEMENT	Appendix

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OVERVIEW

This is a summary of information contained elsewhere in this Prospectus/Proxy Statement, as well as the Plan, the retail and institutional prospectuses of the Trust dated August 31, 2009, as supplemented and amended to date (“Prospectuses”), and the SAI for this Prospectus/Proxy Statement, all of which are incorporated herein by reference. Shareholders should read the entire Prospectus/Proxy Statement and the Prospectuses of the Trust (which are included herewith) carefully for more complete information.

What proposal am I being asked to vote on?

As a Target Fund shareholder, you are being asked to vote on the Reorganization. The Reorganization consists of the transfer by Target Fund of substantially all of its assets, except for assets in an amount deemed necessary to discharge Target Fund’s liabilities, to Acquiring Fund in exchange for shares of Acquiring Fund having a value equal to the net assets of Target Fund, as determined pursuant to the Plan. These Acquiring Fund shares will be issued to Target Fund shareholders as part of the liquidation of Target Fund. Shareholders of a share class of Target Fund would receive their pro rata portion of the shares of the applicable class of Acquiring Fund as of the time the Reorganization occurs. The Reorganization is currently scheduled to take place as of 6:00 p.m., Eastern Time, on January 15, 2010, or such other date and time as the parties may agree (the “Closing Date”).

Why is the Reorganization being proposed?

MTB Investment Advisors, Inc. (“MTBIA”), the investment advisor to the Funds, believes that the Reorganization is in the best interests of Target Fund and its shareholders. MTBIA believes that, industry-wide, multi-cap funds like Target Fund are not growing, and MTBIA notes Target Fund has decreased in size by almost $100 million in the last five years. Target Fund’s small size makes it difficult to operate without significant subsidization from MTBIA. Although Acquiring Fund’s asset levels have fluctuated, there is no downward trend, and MTBIA expects that as the equity markets stabilize, mid cap growth stocks will remain attractive due to depressed prices. Acquiring Fund’s relative performance is superior to that of Target Fund, and its longer term performance is superior on an absolute basis. The fundamental investment goals of the two Funds are identical and Target Fund shareholders who become Acquiring Fund shareholders should have the potential for better performance as MTBIA focuses its internal resources and its external distribution efforts on its growth funds.

How would the Reorganization benefit shareholders of Target Fund?

Among other features, the Reorganization would offer shareholders of Target Fund the opportunity to invest in a larger combined portfolio that has an identical investment goal and principal investment strategies that are similar to those of Target Fund. Acquiring Fund has significantly more assets than Target Fund and as a result of the Reorganization, certain fixed expenses would be spread

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over a larger asset base, thereby reducing each Target Fund shareholder’s share of those expenses. Shareholders will benefit from a tax-free exchange (except with respect to any anticipated capital gain distributions) of their Target Fund shares for Acquiring Fund shares.

Who bears the expenses associated with the Reorganization?

The cost of the solicitation related to the Reorganization, including any costs directly associated with preparing, filing, printing, and distributing to the shareholders of Target Fund all materials relating to this Prospectus/Proxy Statement and soliciting shareholder votes, as well as the conversion costs associated with the Reorganization, will be allocated 50% to MTBIA or its affiliates, 25% to Acquiring Fund and 25% to Target Fund. In addition to solicitations through the mail, proxies may be solicited by officers, employees, and agents of the Trust, or, if necessary, a communications firm retained for this purpose. Both Target Fund and Acquiring Fund may incur brokerage fees and other transaction costs associated with the disposition and/or purchase of securities in contemplation of or as a result of the Reorganization.

Is the Reorganization considered a taxable event for federal income tax purposes?

The Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). Based on certain assumptions made and representations to be made on behalf of Acquiring Fund and Target Fund, it is expected that Stradley Ronon Stevens & Young, LLP will provide a legal opinion to the effect that, for federal income tax purposes: (i) shareholders of Target Fund will not recognize any gain or loss as a result of the exchange of their shares of Target Fund for shares of Acquiring Fund; (ii) Acquiring Fund and its shareholders will not recognize any gain or loss upon receipt of Target Fund’s assets; and (iii) the holding period and aggregate tax basis for Acquiring Fund shares that are received by a Target Fund shareholder will be the same as the holding period and aggregate tax basis of the shares of Target Fund previously held by such shareholder.

Opinions of counsel are not binding upon the Internal Revenue Service or the courts. If the Reorganization is consummated but does not qualify as a tax free reorganization under the Code, and thus is taxable, Target Fund would recognize gain or loss on the transfer of its assets to Acquiring Fund and each shareholder of Target Fund would recognize a taxable gain or loss equal to the difference between its tax basis in its Target Fund shares and the fair market value of the shares of Acquiring Fund it received.

Target Fund Dividend Distribution. Before the Reorganization, Target Fund expects to distribute ordinary income and realized capital gains (net of available capital loss carryovers) payable for any period prior to, and through, the Closing Date, if any, to shareholders.

Capital Loss Carryovers. Capital losses can generally be carried forward to each of the eight (8) taxable years succeeding the loss year to offset future capital gains. Acquiring Fund will succeed to the tax attributes of Target Fund, including any available capital loss carryforwards, as of the Closing Date. Based on the respective net asset values of Acquiring Fund and Target Fund as of

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August 31, 2009, the Reorganization will result in a more than 50% “change in ownership” of Target Fund as the smaller fund. As a result, the capital loss carryovers (together with any current year realized capital gain/loss and unrealized depreciation in value of investments, collectively referred to as “total net capital loss carryovers”) of Target Fund will be subject to an annual limitation for federal income tax purposes. In addition, for five years beginning after the Closing Date, the built-in gains of either Target Fund or Acquiring Fund, if any, will not be permitted to be offset by the capital losses (including capital loss carry-forwards) built in to the other Fund at the time of the Reorganization. The total net capital loss carryovers of Target Fund, as compared to those of Acquiring Fund, and the approximate annual limitation on the use of Target Fund’s total net capital loss carryovers following the Reorganization are as follows:

Line		(Target Fund) MTB Multi Cap Growth Fund			Acquiring Fund (MTB Mid Cap Growth Fund)
1	Capital Loss Carryovers at Fiscal Year End 4/30/2009
2	Expiring 2010	$	(28,412,636	)
3	Expiring 2011	$	(218,634	)
4	Expiring 2017	$	(2,362,392	)	$	(15,027,967	)
5	Total Capital Loss Carryovers	$	(30,993,662	)	$	(15,027,967	)
6	Net Realized Gain (Loss) on a Book Basis for Current Fiscal Year as of 8/31/09	$	509,256		$	(1,499,827	)
7	Total Capital Loss Carryovers	$	(30,484,406	)	$	(16,527,794	)
8	Net Unrealized Appreciation of Investments on a Book Basis as of 8/31/09	$	312,179		$	18,258,319
9	Net Unrealized Appreciation (Depreciation) for Book Purposes as Percentage of NAV [L8/ L10]		1.6	%		13.5	%
10	Net Asset Value (NAV) at 8/31/09	$	19,252,406		$	134,977,032
11	Tax-Exempt Rate (September 2009)		4.48	%		N/A
12	Annual Limitation (approximate) (1) [L10 x L11]	$	862,508			N/A

⁽¹⁾ The actual limitation will equal the aggregate net asset value of Target Fund on the closing date multiplied by the long-term tax-exempt rate for ownership changes during the month in which the Reorganization closes; such limitation is increased by the amount of any built-in gain, i.e., unrealized appreciation in value of investments, of the Fund on the closing date that is recognized in a taxable year.

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This annual limitation on use of Target Fund’s total net capital loss carryovers likely will result in some portion of such carryovers expiring unutilized, although a portion of such losses might have expired unutilized in any event.

Buying shares in a fund that has material unrealized appreciation in portfolio investments may be less tax efficient than buying shares in a fund with no such unrealized appreciation in value of investments. Conversely, buying shares in a fund with unrealized depreciation in value of investments may be more tax efficient because such deprecation when realized will offset other capital gains that might otherwise be distributed to shareholders causing the shareholders to pay tax on such distributions. These same considerations apply in the case of a reorganization. Based on Target Fund’s unrealized appreciation in value of investments on a book basis as a percentage of its net asset value as of August 31 2009 of 1.6% compared to that of Acquiring Fund of 13.5%, and 12% on a combined basis, the shareholders of Target Fund are being exposed to slightly more unrealized appreciation in value of portfolio investments post-Reorganization relative to what they are presently exposed. However, any such unrealized appreciation may be offset in whole or in part by any available capital loss carryovers.

Tracking Your Basis and Holding Period; State and Local Taxes. After the Reorganization, you will continue to be responsible for tracking the adjusted tax basis and holding period for your shares for federal income tax purposes. You should consult your tax adviser regarding the effect, if any, of the Reorganization in light of your individual circumstances. You should also consult your tax adviser about the state and local tax consequences, if any, of the Reorganization because this discussion only relates to the federal income tax consequences.

Has Target Fund’s Board approved the proposed Reorganization?

The Board has unanimously approved the proposal and recommends that you vote in favor of the Reorganization by voting to approve the Plan.

As described in more detail below, MTBIA and the Board have engaged in discussions regarding how to pursue the best interests of Target Fund and its shareholders in light of the decreasing asset size of the Fund. MTBIA proposed that the Board approve the Reorganization, as opposed to other alternatives, in light of a number of factors, including the similarity in the Funds’ investment goals and strategies. For information regarding the specific factors that were considered by the Trustees, please refer to the “The Proposed Reorganization – Reasons for the Reorganization and Trustees’ Considerations” section below.

How will the number of shares of Acquiring Fund that I will receive be determined?

As a Target Fund shareholder, you will receive your pro rata share of Acquiring Fund shares of the appropriate class received by Target Fund in the Reorganization. The number of shares Target Fund shareholders will receive will be based on the relative net asset values of Target Fund and Acquiring Fund as of 4:00 p.m., Eastern Time, on the Closing Date. Target Fund’s assets will be valued using the valuation procedures used to value the assets of Acquiring Fund. The total value of your holdings should not change as a result of the Reorganization.

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How do the fees of Acquiring Fund compare to those of Target Fund?

As a result of the proposed Reorganization, Target Fund shareholders could expect to experience lower expenses, as a percentage of average daily net assets, as shareholders in Acquiring Fund, due in part to the existing voluntary expense cap for Acquiring Fund. In addition, Target Fund shareholders who become Acquiring Fund shareholders will benefit from MTBIA’s commitment to keep the expense cap of Acquiring Fund at its current level for 12 months. Acquiring Fund, however, has a higher contractual investment management fee than Target Fund.

Will I have to pay any front-end sales charges on shares received in the Reorganization?

No. You will not have to pay any front-end sales charge on any shares of Acquiring Fund received as part of the Reorganization.

With respect to Class A shares of Acquiring Fund, shareholders will be subject to any applicable front-end sales charge on subsequent purchases into Acquiring Fund to the extent that such shareholders do not qualify for a reduction or elimination of a sales load under the Trust’s policies.

For a detailed discussion of these programs for Acquiring Fund, see the “Sales Charge When You Purchase Class A Shares” section of the Trust’s retail Prospectus, which is enclosed herewith.

For more information concerning the fees and expenses applicable to Acquiring Fund, see the applicable “Comparative Fee Table” under “The Proposal” in this Prospectus/Proxy Statement.

Will I have to pay any contingent deferred sales charges on shares exchanged in the Reorganization?

No. You will not have to pay any contingent deferred sales charge on any shares of Target Fund exchanged as part of the Reorganization.

In the proposed Reorganization, Class B shares of Target Fund, which have a maximum contingent deferred sales charge of 5.00%, will be exchanged for Class B shares of Acquiring Fund, which have the same maximum contingent deferred sales charge. Shareholders will be subject to any applicable contingent deferred sales charge on subsequent purchases into Acquiring Fund to the extent that such charges are applicable under the Trust’s policies.

For more information concerning the contingent deferred sales charges applicable to Acquiring Fund, see the “Sales Charge When You Redeem Class B Shares or Class C Shares” section of the Trust’s retail Prospectus and the applicable “Comparative Fee Table” under “The Proposal” in this Prospectus/Proxy Statement.

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Are the investment goal and strategies of Target Fund similar to the investment goals and strategies of Acquiring Fund?

Target Fund’s investment goal and strategies are similar to those of Acquiring Fund. For a detailed comparison of each Fund’s investment goals and strategies, see the “Comparison of Investment Goals and Strategies” section below.

Do the fundamental and non-fundamental investment policies differ between Target Fund and Acquiring Fund?

No. The fundamental investment policies of Target Fund and Acquiring Fund are identical, and include investment policies required by the Investment Company Act of 1940, as amended (“1940 Act”). The non-fundamental investment policies of Target Fund and Acquiring Fund are also similar to one another, except that each Fund has a differing non-fundamental investment policy related to the investment of at least 80% of the value of its assets – Target Fund has a non-fundamental investment policy related to the investment of at least 80% of the value of its assets in common stocks and securities convertible into common stocks of companies within a broad range of market capitalizations and Acquiring Fund has a non-fundamental investment policy related to the investment of at least 80% of the value of its assets in equity securities of mid cap companies.

Do the principal risks associated with investments in Target Fund differ from the principal risks associated with investments in Acquiring Fund?

The principal risks associated with investments in Target Fund are the same as the principal risks associated with investments in Acquiring Fund. For a detailed description of those risks, see the “Comparison of Principal Risks” section below.

In summary, what are some factors I should consider when comparing Target Fund and Acquiring Fund?

In considering whether to approve the proposed Reorganization, you should note that:

• Although past performance is not indicative of future performance, the 1-, 3-, and 5-year performance of Acquiring Fund as of June 30, 2009, relative to its benchmark, was better than that of Target Fund for the same periods against its benchmark, and Acquiring Fund’s performance for the 3- and 5- year periods as of June 30, 2009 on an absolute basis was better than that of Target Fund for the same periods;

• As a result of the proposed Reorganization, Target Fund shareholders could expect to experience, for at least the one year period following the Reorganization, lower net operating expenses, as a percentage of average daily net assets, as shareholders in Acquiring Fund. Acquiring Fund has a higher contractual investment management fee than Target Fund;

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• The maximum sales load imposed on purchases of Class A shares are the same for Target Fund and Acquiring Fund (5.50%);

• Acquiring Fund is the significantly larger portfolio (net assets of $134.98 million for Acquiring Fund versus $19.25 million for Target Fund, as of August 31, 2009);

• The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization. Accordingly, pursuant to this treatment, neither Target Fund nor its shareholders, nor Acquiring Fund nor its shareholders, are expected to recognize any gain or loss for federal income tax purposes from the Reorganization (except with respect to the potential capital gain distribution noted in the following bullet point); and

• In order to transition the portfolio, it is currently expected that a portion of the portfolio assets of Target Fund will be repositioned or sold prior to the Closing Date. Any such repositioning could cause Target Fund to distribute capital gains to its shareholders prior to the Closing Date and those distributions (if any) would be taxable to shareholders who hold shares in taxable accounts.

How many votes am I entitled to cast?

As a shareholder of Target Fund, you are entitled to one vote for each whole share, and a proportionate fractional vote for each fractional share, that you own of Target Fund on the record date. The record date is October 20, 2009.

How do I vote my shares?

You can vote your shares in person at the Meeting or by completing and signing the enclosed proxy card and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions or by internet by going to the web site printed on your proxy card and following the instructions. If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call 1-800-836-2211.

What are the quorum and approval requirements for the Reorganization?

Holders of at least one-third of the total number of shares of Target Fund that are outstanding as of the record date, and who are present in person or by proxy at the Meeting, shall constitute a quorum for the purpose of voting on the proposal. Approval of the Reorganization requires the affirmative vote of 67% or more of the voting securities present at the Meeting, if the holders of more

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than 50% of the outstanding voting securities of Target Fund are present or represented by proxy, or of more than 50% of the outstanding voting securities of Target Fund, whichever is less (“1940 Act Majority”).

What if there are not enough votes to reach quorum or to approve the Reorganization by the scheduled Meeting date?

If there are not sufficient votes to approve the proposal or to achieve a quorum by the time of the Meeting (January 4, 2010), the Meeting may be adjourned from time to time to permit further solicitation of proxy votes. To facilitate the receipt of a sufficient number of votes, we may need to take additional action. Broadridge Financial Solutions, Inc., a proxy solicitation firm, may contact you by mail or telephone. Therefore, we encourage shareholders to vote as soon as they review the enclosed proxy materials to avoid additional mailings or telephone calls.

Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to make a call to you to solicit your vote.

What happens if the Reorganization is not approved by Target Fund’s shareholders?

If the shareholders of Target Fund do not approve the Reorganization, MTBIA and the Board will determine what, if any, other action should be taken with respect to Target Fund. Such action may include liquidation of Target Fund, which could be a taxable event for Target Fund shareholders.

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THE PROPOSAL

Reorganization of

MTB Multi Cap Growth Fund

Into

MTB Mid Cap Growth Fund

Proposal for shareholders of Target Fund: To approve a Plan providing for the (i) transfer of substantially all of the assets of Target Fund, a series of the Trust, to Acquiring Fund, a series of the Trust, (subject to the retention of certain assets to discharge liabilities) in exchange solely for Class A, Class B, and Institutional I shares of beneficial interest of Acquiring Fund, and (ii) distribution of such shares to Class A, Class B, and Institutional I shareholders of Target Fund in connection with its liquidation.

The Board of Trustees recommends that you vote FOR the proposal.

Summary of the Proposal

Shareholders of Target Fund are being asked to approve the Plan. As a result of the Reorganization (if approved by shareholders), shareholders of Target Fund, would receive shares in Acquiring Fund in an amount equal to the net asset value of their holdings in Target Fund as of the Closing Date, as determined pursuant to the Plan.

You should consult the Prospectuses dated August 31, 2009 (as supplemented), for more information about Target Fund which has been mailed with and is incorporated by reference into this Prospectus/Proxy Statement. For more information regarding shareholder approval of the Reorganization, please refer to the “What happens if the Reorganization is not approved by Target Fund’s shareholders?” section above. A form of the Plan is attached hereto as Appendix A to this Prospectus/Proxy Statement. For more information regarding the calculation of the number of Acquiring Fund shares to be issued, please refer to the “How will the number of shares of Acquiring Fund that I will receive be determined?” section above.

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Comparison of Investment Goals and Strategies

The following summarizes the investment goals, strategies and management differences, if any, between Target Fund and Acquiring Fund:

	Target Fund (MTB Multi Cap Growth Fund)	Acquiring Fund (MTB Mid Cap Growth Fund)
Investment Goal	Long-term capital appreciation	Long-term capital appreciation
Investment Strategies	The Fund seeks to achieve its investment goal by investing, under normal market conditions, at least 80% of the value of its assets in common stocks and securities convertible into common stocks of companies within a broad range of market capitalizations. MTBIA will shift the emphasis among companies within the capitalization range according to changes in economic conditions, stock market fundamentals and other pertinent factors. In selecting securities for the Fund, MTBIA considers each company’s current financial strength, as well as its revenue and earnings growth and the valuation of its stock. In doing so, the Fund’s Advisor will seek to build a broadly diversified portfolio of stocks with above-average capital growth potential. The Fund may engage in short sales transactions on securities in order to take advantage of an anticipated decline in the security’s price or to hedge against its potential price volatility. For the purposes of the 80% limitation, multi cap companies will be defined as companies with market capitalizations similar to companies in the Russell 3000 Index. The definition will be applied at the time of initial investment, and the Fund will not be required to sell (or be precluded from adding to) a pre-existing investment because a company’s market capitalization has grown or reduced outside the market capitalization range of the index. As of June 30, 2009, the market capitalization of companies in the Russell 3000 Index ranged from $39 million to $341 billion. The capitalization range is subject to frequent change, and thus the applicable range of market capitalizations defining multi-cap companies at time of purchase will likely differ from the range at June 30, 2009.	The Fund seeks to achieve its investment goal by investing primarily in common stocks and other equity securities of U.S. issuers. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in equity securities of mid cap companies. MTBIA chooses stocks of mid cap companies that have significant growth potential. In selecting securities for the Fund, MTBIA purchases securities of companies that have not reached full maturity, but that have above-average sales and earnings growth. The Fund may engage in short sales transactions on securities in order to take advantage of an anticipated decline in the security’s price or to hedge against its potential price volatility. For the purposes of the 80% limitation, mid cap companies will be defined as companies with market capitalizations similar to companies in the Russell Mid Cap Index. The definition will be applied at the time of initial investment, and the Fund will not be required to sell (or be precluded from adding to) a pre-existing investment because a company’s market capitalization has grown or reduced outside the market capitalization range of the indexes. As of June 30, 2009, the market capitalization of companies in the Russell Mid Cap Index ranged from $617 million to $13 billion. The capitalization ranges are subject to frequent change, and thus the applicable range of market capitalizations defining mid cap companies at time of purchase will likely differ from the range at June 30, 2009.
Portfolio Manager(s)	Allen J. Ashcroft, Jr. (large cap) Mark Schultz, CFA (mid cap) James Thorne, Ph.D. (small cap)	Mark Schultz, CFA

As you can see from the chart above, the investment goals and strategies and portfolio management team of Target Fund are similar to those of Acquiring Fund. Target Fund and Acquiring Fund both seek long-term capital appreciation and primarily invest in common stocks of U.S. issuers. In addition, Mark Schultz serves as a portfolio manager for both Funds. There are, however, differences that you should consider. As a multi cap fund, the capitalization emphasis of Target Fund shifts according to certain changes perceived by MTBIA. In selecting securities for Target Fund, MTBIA seeks to build a broadly diversified portfolio of stocks

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with above-average capital growth potential. Target Fund has a non-fundamental investment policy related to the investment of at least 80% of the value of its assets in common stocks and securities convertible into common stocks of companies within a broad range of market capitalizations. In contrast, Acquiring Fund invests at least 80% of the value of its net assets in equity securities of mid cap companies including mid cap companies that have significant growth potential and companies that have above-average sales and earnings growth.

Comparison of Principal Risks

The principal risks associated with Target Fund and Acquiring Fund are similar because they have identical investment goals and similar principal investment strategies. The actual risks of investing in each Fund depend on the securities held in each Fund’s portfolio and on market conditions, both of which change over time. Many factors affect a Fund’s performance. A Fund’s share price changes daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. A Fund’s reaction to these developments will be affected by the types of securities in which the Fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the Fund’s level of investment in the securities of that issuer. When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money.

Each Fund is subject to the following principal risks:

Stock Market Risk: The value of equity securities in the Funds’ portfolios will fluctuate and, as a result, each Fund’s share price may decline suddenly or over a sustained period of time.

Risk Related to Investing for Growth: The growth stocks in which the Funds invest are typically more volatile than value stocks and may depend more on price changes than dividends for return.

Risk Related to Company Size: Because the smaller companies in which the Funds may invest may have unproven track records, a limited product or service base and limited access to capital, they may be more likely to fail than larger companies.

Close Out Risk: In a short sale transaction, the party lending the security to a Fund may require the Fund to close out its short position at a price which would result in a loss to a Fund.

Leverage Risk: Leverage risk is created when an investment exposes a Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Funds’ risk of loss and potential for gain.

Comparative Fee Tables

The tables below allow a shareholder to compare the sales charges, management fees and expense ratios of Target Fund with Acquiring Fund and to analyze the estimated expenses that Acquiring Fund expects to bear following the Reorganization. The shareholder fees presented below for Acquiring Fund apply both before and after giving effect to the Reorganization. However, you

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will not have to pay any front-end sales charge on any shares of Acquiring Fund received as part of the Reorganization. Annual Fund Operating Expenses are paid by each Fund. They include management fees, administrative costs and distribution and shareholder servicing fees, including pricing and custody services. In addition, following the presentation of that information, Annual Fund Operating Expenses (and related Example Expenses) are presented on a pro forma combined basis.

The Annual Fund Operating Expenses shown in the table below are based on expenses for the year ended April 30, 2009, for Target Fund and Acquiring Fund and those projected for Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization, and are based on pro forma combined net assets as if the transaction had occurred on May 1, 2008.

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Annual Fund Operating Expenses (Before waivers and reduction)¹

Expenses that are deducted from Fund assets (as a percentage of average net assets)

	Class A Shares		Class B Shares		Institutional I Shares
Target Fund (MTB Multi Cap Growth Fund)
Management Fee2	0.70	%	0.70	%	0.70	%
Distribution (12b-1) Fee	0.25	%3	0.75	%	None
Other Expenses4	1.44	%	1.44	%	1.44	%
Total Fund Operating Expenses	2.39	%	2.89	%	2.14	%
Acquired Fund Fees and Expenses5	0.01	%	0.01	%	0.01	%
Total Direct and Acquired Annual Fund Operating Expenses6	2.40	%	2.90	%7	2.15	%
Acquiring Fund (MTB Mid Cap Growth Fund)
Management Fee2	0.85	%	0.85	%	0.85	%
Distribution (12b-1) Fee	0.25	%	0.75	%	None
Other Expenses4	0.54	%	0.54	%	0.54	%
Total Direct Annual Fund Operating Expenses	1.64	%	2.14	%	1.39	%
Acquired Fund Fees and Expenses5	0.02	%	0.02	%	0.02	%
Total Direct and Acquired Annual Fund Operating Expenses6	1.66	%	2.16	%7	1.41	%
Acquiring Fund (MTB Mid Cap Growth Fund) (pro forma combined)
Management Fee	0.85	%	0.85	%	0.85	%
Distribution (12b-1) Fee	0.25	%	0.75	%	None
Other Expenses	0.68	%	0.68	%	0.68	%
Total Direct Annual Fund Operating Expenses	1.78	%	2.28	%	1.53	%
Acquired Fund Fees and Expenses5	0.02	%	0.02	%	0.02	%
Total Direct and Acquired Annual Fund Operating Expenses	1.80	%	2.30	%	1.55	%
Contractual Fee Waiver8	(0.44	)%	(0.44	)%	(0.44	)%
Net Expenses9	1.36	%	1.86	%	1.11	%

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¹ The percentages shown are based on expenses for the entire fiscal year ended April 30, 2009. However, the rate at which expenses are accrued during the fiscal year may not be constant and, at any particular point, may be greater or less than the stated average percentage.

² MTBIA waived a portion of the management fee. MTBIA can terminate this waiver at any time. For the fiscal year ended April 30, 2009, the management fee paid by Acquiring Fund (after the waiver) was 0.56% and the management fee paid by Target Fund (after the waiver) was 0.00%.

³ A portion of the distribution (12b-1) fee for Target Fund’s Class A shares has been waived. The distributor can terminate this waiver at any time. The distribution (12b-1) fee paid by Target Fund’s Class A shares (after the waiver) was 0.25% for the fiscal year ending April 30, 2009.

⁴ The shareholder services provider waived a portion of its fee for the Funds. The shareholder services provider can terminate this waiver and reduction at any time. Total other expenses paid by the Funds’ Class A shares, Class B shares and Institutional I shares (after the waiver and reduction) were 0.29% , 0.52%, and 0.39%, respectively, for Acquiring Fund, and 1.19%, 1.43%, and 1.20%, respectively, for Target Fund, for the fiscal year ended April 30, 2009.

⁵ The Funds’ shareholders indirectly bear the expenses of the acquired fund in which the Funds invest. Each Fund’s indirect expenses from investing in the acquired fund is based upon the average allocation of the Fund’s investments in the acquired fund and upon the actual operating expenses of the acquired fund (including any current waivers and expense limitations) from its most recent shareholder report. Actual acquired fund expenses incurred by a Fund may vary with changes in the allocation of the Fund’s assets among the acquired fund and with other events that directly affect the expenses of the acquired fund.

⁶ MTBIA, the distributor, and the shareholder services provider voluntarily waived certain amounts, and expect these waivers to remain in effect until at least August 31, 2010. These waivers may be changed or terminated by the respective parties at any time. Additionally, the distributor did not charge certain amounts. These are shown below along with the net expenses the Funds actually paid for the fiscal year ended April 30, 2009.

	Target Fund						Acquiring Fund
	Class A shares		Class B shares		Institutional I shares		Class A shares		Class B shares		Institutional I shares
Total Waivers and Reduction of Fund Expenses	1.25	%	0.99	%	1.15	%	0.58	%	0.33	%	0.47	%
Total Direct and Acquired Annual Fund Operating Expenses (after waivers and reduction)	1.15	%	1.91	%	1.00	%	1.08	%	1.83	%	0.94	%

⁷ After Class B shares have been held for eight years from the date of purchase, they will automatically convert to Class A shares on or about the last day of the following month. Class A shares pay lower operating expenses than Class B shares.

⁸ MTBIA has contractually agreed to waive its management fee and, if necessary, reimburse other operating expenses in order to limit total annual operating expenses (excluding distribution and shareholder service fees) to 0.84% as a percentage of average daily net assets for one year from the Closing Date.

⁹ MTBIA, the distributor, and the shareholder services provider have voluntarily waived certain amounts, as indicated below, and expect these waivers to remain in effect for Acquiring Fund subsequent to the Reorganization until at least August 31, 2010. These waivers may be changed or terminated by the respective parties at any time.

17

	Acquiring Fund (MTB Mid Cap Growth Fund) (pro forma combined)
	Class A shares		Class B shares		Institutional I shares
Total Waivers and Reduction of Fund Expenses	0.26	%	0.02	%	0.17	%
Total Direct and Acquired Annual Fund Operating Expenses	1.10	%	1.84	%	0.94	%

The fees and expenses in the above-referenced table are based on average annual net assets for the fiscal year ended April 30, 2009, and do not reflect any change in expense ratios resulting from a change in assets under management since April 30, 2009. A decline in a Fund’s average net assets during the current fiscal year, as a result of market volatility or other factors, could cause the Fund’s expense ratio to be higher than the fees and expenses shown. Significant declines in a Fund’s net assets will increase your Fund’s total expense ratio, likely significantly. A Fund with a higher expense ratio means you could pay more if you buy or hold shares of the Fund. However, actual expenses paid by a shareholder of the Fund may be limited by voluntary waivers. These waivers may be changed or terminated at any time. Annualized expense ratios for the six-month period ending October 31, 2009 will be available in each Fund’s semi-annual report, which will be available on www.mtbfunds.com on or about December 31, 2009.

Shareholder Transaction Expenses (fees paid directly from your investment)

	Class A Shares		Class B Shares		Institutional I Shares
Target Fund (MTB Multi Cap Growth Fund)
Maximum sales charge (load) on purchases (as a percentage of offering price)	5.50	%	None		None
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable)	None	1	5.00	%	None
Redemption/Exchange Fee	None		None		None
Acquiring Fund (MTB Mid Cap Growth Fund)
Maximum sales charge (load) on purchases (as a percentage of offering price)	5.50	%	None		None
Maximum deferred sales charge (load) (as a percentage of original purchase price or redemption proceeds, as applicable)	None	1	5.00	%	None
Redemption/Exchange Fee	None		None		None

¹ For purchases over $1,000,000, a 1% contingent deferred sales charge may be imposed if redeemed within 18 months of purchase.

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Expense Example

The Example is intended to help you compare the cost of investing in shares of Target Fund with the cost of investing in Acquiring Fund currently and on a pro forma basis, and allows you to compare these costs with the cost of investing in other mutual funds. It illustrates the amount of fees and expenses you would pay at the end of the time periods indicated, assuming the following:

• $10,000 investment

• 5% annual return

• no changes in the Fund’s operating expenses

The costs reflect the effects of expense limitations and/or fee waivers on the part of MTBIA for the period of the contractual limitation and/or waiver. Absent such arrangements, the costs would be higher.

Because this Example is hypothetical and for comparison only, your actual costs may be higher or lower.

	Target Fund (MTB Multi Cap Growth Fund)								Acquiring Fund (MTB Mid Cap Growth Fund)								Acquiring Fund (MTB Mid Cap Growth Fund) (estimated pro forma)
	1 Year		3 Years		5 Years		10 Years		1 Year		3 Years		5 Years		10 Years		1 Year		3 Years		5 Years		10 Years
Class A Shares (assuming redemption)	$	780	$	1,258	$	1,761	$	3,136	$	709	$	1,044	$	1,402	$	2,406	$	681	$	1,045	$	1,433	$	2,515
Class B Shares (assuming redemption)	$	793	$	1,197	$	1,727	$	3,105	$	719	$	976	$	1,359	$	2,366	$	689	$	976	$	1,390	$	2,476
Class B Shares (assuming no redemption)	$	293	$	897	$	1,527	$	3,105	$	219	$	676	$	1,159	$	2,366	$	189	$	676	$	1,190	$	2,476
Institutional I Shares	$	218	$	673	$	1,154	$	2,482	$	144	$	447	$	772	$	1,691	$	113	$	446	$	802	$	1,808

The projected post-Reorganization pro forma combined Annual Fund Operating Expenses and Expense Example presented above are based on numerous material assumptions, including that the current contractual agreements will remain in place for one year. Although these projections represent good faith estimates, there can be no assurance that any particular level of expenses or expense

19

savings will be achieved because expenses depend on a variety of factors, including the future level of Acquiring Fund’s assets, many of which are beyond the control of Acquiring Fund or MTBIA.

If the Reorganization is approved, the resulting combined Fund will retain Acquiring Fund’s expense structure.

Comparison of Fund Performance

The following table represents the (unaudited) average annual total return for the Funds’ Institutional I shares for the 1-, 3-, and 5-year periods ended June 30, 2009, as compared with the performance of each Fund’s respective benchmark index over the same periods. The returns for other share classes will differ from the returns shown because of differences in expenses of each class. Performance is based on net expenses during the periods and takes into account fee waivers and/or expense reimbursements, if any, that may have been in place. If such waivers and/or reimbursements had not been in effect, performance would have been lower.

The performance for the benchmark indices shown below does not reflect sales charges, expenses or other fees that the SEC requires to be reflected in the Funds’ performance. The benchmark indices are unmanaged and, unlike the Funds, are not affected by cash flows. It is not possible to invest directly in an index. Each Fund’s past performance is not a guarantee of future results.

	Target Fund (MTB Multi Cap Growth Fund) Institutional I shares				Acquiring Fund (MTB Mid Cap Growth Fund) Institutional I shares
	Fund Returns		Benchmark Returns1		Fund Returns		Benchmark Returns2
1 Year	(27.20	)%	(24.53	)%	(30.29	)%	(30.33	)%
3 Years	(6.36	)%	(5.65	)%	(5.93	)%	(7.93	)%
5 Years	(2.13	)%	(1.78	)%	0.82	%	(0.44	)%

¹ The benchmark returns shown for Target Fund are those of the Russell 3000 Growth Index, an unmanaged, broad-based market index that measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values.

² The benchmark returns shown for Acquiring Fund are those of the Russell Mid Cap Growth Index, an unmanaged, broad-based market index comprised of the smallest 800 securities in the Russell 1000.

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For additional information regarding the performance of Acquiring Fund, including the annual total returns for the past ten years and the 1-, 5- and 10-year average annual total returns, see the “Performance Information” and “Financial Highlights” sections of the MTB Group of Funds Prospectuses, which have been mailed with this Prospectus/Proxy Statement.

Rights of Target Fund and Acquiring Fund Shareholders

Shareholders of Target Fund and Acquiring Fund have virtually identical rights. Target Fund and Acquiring Fund are both series of MTB Group of Funds, a Delaware statutory trust. Shares of Target Fund and Acquiring Fund are governed by the same Declaration of Trust and By-laws of MTB Group of Funds. As such, shareholders of Target Fund and Acquiring Fund have the same rights with regard to issues such as quorum, vote, notice, and adjournment requirements for shareholders’ meetings.

21

THE PROPOSED REORGANIZATION

Plan of Reorganization

If approved by shareholders of Target Fund, the Reorganization for that Fund is expected to occur on January 15, 2010, or such other date as the parties may agree.

The terms and conditions under which the Reorganization may be consummated are set forth in the Plan. Significant provisions of the Plan are summarized below; however, this summary is qualified in its entirety by reference to the Plan. A copy of the form of Plan is attached as Appendix A to this Prospectus/Proxy Statement.

The Plan provides that Target Fund will convey to Acquiring Fund all of its assets, except for assets in an amount deemed necessary to (i) discharge Target Fund’s unpaid liabilities, and (ii) pay contingent liabilities deemed to exist against Target Fund as of the Closing Date. In consideration, Acquiring Fund will deliver to Target Fund full and fractional shares of Class A, Class B and Institutional I shares having an aggregate net asset value equal to the aggregate value of the net assets of Target Fund, as determined pursuant to the terms of the Plan.

Immediately after the transfer of assets, Target Fund will distribute to its shareholders of record, with respect to each class of shares, the shares of Acquiring Fund of the corresponding class received by Target Fund, determined as of immediately after the close of business on the Closing Date, on a pro rata basis within that class. Subsequently, Target Fund will completely liquidate, except as to the contingent liability reserve, as described more fully in the Plan.

Target Fund will use commercially reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing Date, and Acquiring Fund will not assume any such liabilities existing at the Closing Date. Acquiring Fund specifically disclaims the assumption of any such liabilities.

Until the Closing Date, shareholders of Target Fund will continue to be able to redeem their shares. Redemption requests received after the Closing Date will be treated as requests received by Acquiring Fund for the redemption of its shares.

The obligations of the Funds under the Plan are subject to various conditions, including approval of the shareholders of Target Fund. The Plan also requires that Acquiring Fund and Target Fund take, or cause to be taken, all action, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by the Plan. The Plan may be terminated by mutual agreement of the parties or on certain other grounds. Please refer to Appendix A to this Prospectus/Proxy Statement to review the terms and conditions of the Plan.

22

Reasons for the Reorganization and Trustees’ Considerations

The Board considered the transactions at meetings held on September 9-10, 2009. The Board received, reviewed and discussed a significant amount of information concerning MTBIA, Target Fund, Acquiring Fund and the proposed Reorganization; met with representatives of MTBIA; and considered the terms of the Reorganization and the benefits to the shareholders of Target Fund. The Board, including the Trustees who are not “interested persons” of the Trust, as that term is defined in the 1940 Act (“Independent Trustees”), unanimously approved the Plan and the proposed Reorganization with respect to Target Fund and recommended the approval by its shareholders. In approving the Reorganization, the Board determined that participation in the Reorganization is in the best interests of Target Fund and Acquiring Fund and their respective shareholders and that the economic interests of the shareholders of Target Fund and Acquiring Fund would not be diluted as a result of the Reorganization. The shareholders of Acquiring Fund are not required to approve the Reorganization.

In approving the proposed Reorganization, the Board took into consideration the following factors, among others:

• The compatibility of the investment goals and strategies of the two Funds;

• The investment performance of the Funds;

• The terms and conditions of the Plan;

• The fact that half of the fees and expenses of the Reorganization are being borne by MTBIA or its affiliates;

• The relative sizes of Target Fund and Acquiring Fund both before and after the Reorganization, and that Target Fund’s small size makes it difficult to operate it without significant subsidization;

• The relative past and current growth in assets of each of the Funds and the anticipated future inability of Target Fund to continue to achieve satisfactory asset growth;

• The relative expense ratios of the Funds and the anticipated impact of the proposed Reorganization on the expense ratios of Acquiring Fund both before and after expense caps and fee waivers; and

• MTBIA’s agreement to implement an expense cap for Acquiring Fund for one year following the Closing Date of the Reorganization.

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In addition, the Board of Trustees considered that the Reorganization presents an opportunity for Acquiring Fund to acquire substantial investment assets without the obligation to pay commissions or other transactions costs that a fund normally incurs when purchasing securities.

Upon considering these factors, the Board of Trustees unanimously approved the Reorganization, and recommends shareholder approval.

Description of the Securities to be Issued

Holders of Target Fund Class A shares will receive Class A shares of Acquiring Fund. Holders of Target Fund Class B shares will receive Class B shares of Acquiring Fund. Holders of Target Fund Institutional I shares will receive Institutional I shares of Acquiring Fund.

Each share of Acquiring Fund represents an equal proportionate interest with each other share of the Fund, and each such share of Acquiring Fund is entitled to equal liquidation and redemption rights. The Trust does not hold annual meetings of shareholders. There will normally be no meetings of shareholders for the purpose of electing Trustees unless less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholder meeting for the election of Trustees. For more information about redemption rights and exchange privileges, please refer to the “How to Purchase, Redeem, and Exchange Shares” section in the Prospectuses.

Forms of Organization

Target Fund and Acquiring Fund are diversified series of the Trust, an open-end management investment company organized as a Delaware statutory trust. The Trust is authorized to issue an unlimited number of shares of beneficial interest of separate series.

Operation of Acquiring Fund Following the Reorganization

MTBIA does not expect Acquiring Fund to revise its investment goals or strategies as a result of the Reorganization. In addition, MTBIA does not anticipate significant changes to Acquiring Fund’s management or to entities that provide Acquiring Fund with services. Specifically, the Trustees, the investment manager, distributor, and other entities are expected to continue to serve Acquiring Fund in their current capacities. The portfolio manager of Acquiring Fund is expected to continue to manage the Fund.

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FINANCIAL STATEMENTS

Pro Forma Capitalization

The following table shows the capitalization of Target Fund and Acquiring Fund as of April 30, 2009, and on a pro forma combined basis (unaudited) as of April 30, 2009, giving effect to the Reorganization.

	Target Fund (MTB Multi Cap Growth Fund)		Acquiring Fund (MTB Mid Cap Growth Fund)		Pro Forma Adjustments			Pro Forma Acquiring Fund (MTB Mid Cap Growth Fund)
Class A shares
Net Assets	$	10,429,082	$	19,638,378	$	(16,688	)a	$	30,050,772
Shares Outstanding		861,494		2,345,565		384,945			3,592,004
Net Asset Value per Share	$	12.11	$	8.37				$	8.37
Class B shares
Net Assets	$	1,313,443	$	1,321,149	$	(1,891	)a	$	2,632,701
Shares Outstanding		116,475		166,027		48,580			331,082
Net Asset Value per Share	$	11.28	$	7.96				$	7.95
Institutional I shares
Net Assets	$	5,170,685	$	95,447,056	$	(23,921	)a	$	100,593,820
Shares Outstanding		419,464		11,177,408		186,156			11,783,028
Net Asset Value per Share	$	12.33	$	8.54				$	8.54

^a Reflects adjustments for estimated Reorganization expenses of Target Fund and Acquiring Fund.

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The table above assumes that the Reorganization occurred on January 15, 2010. The table is for informational purposes only. No assurance can be given as to how many Acquiring Fund shares will be received by shareholders of Target Fund on the date that the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Acquiring Fund that actually will be received on or after that date.

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Pro Forma Combined Statement of Investments

MTB MID CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS

April 30, 2009 (unaudited)

Acquiring Fund (MTB Mid Cap Growth Fund) 243775 Number of Shares	Target Fund (MTB Multi Cap Growth Fund) 2437919 Number of Shares	Pro Forma Combined MTB Mid Cap Growth Fund 243775 Number of Shares	Description - Percent of Net Assets	Acquiring Fund (MTB Mid Cap Growth Fund) 243775 Market Value	Target Fund (MTB Multi Cap Growth Fund) 2437919 Market Value	Pro Forma Combined MTB Mid Cap Growth Fund 243775 Market Value
			COMMON STOCKS - 95.4%
			AEROSPACE & DEFENSE - 0.4%
11,400	225	11,625	Goodrich Corp.	$504,792	$9,963	$514,755
			AIR FREIGHT & LOGISTICS - 0.0%
	1,000	1,000	FedEx Corp.		55,960	55,960
			AIRLINES - 0.0%
	100	100	Allegiant Travel Co. *		5,204	5,204
	8,200	8,200	Southwest Airlines Co.		57,236	57,236
			TOTAL AIRLINES	–	62,440	62,440

27

			APPAREL - 1.6%
77,800	5,700	83,500	Coach, Inc. *	1,906,100	139,650	2,045,750
	1,000	1,000	NIKE, Inc., Class B		52,470	52,470
	600	600	Warnaco Group, Inc./The *		17,304	17,304
			TOTAL APPAREL	1,906,100	209,424	2,115,524
			AUTO PARTS & EQUIPMENT - 0.9%
36,500	4,225	40,725	BorgWarner, Inc.	1,056,675	122,313	1,178,988
	1,150	1,150	Cooper Tire & Rubber Co.		9,511	9,511
	1,425	1,425	PEP Boys-Manny Moe & Jack		10,545	10,545
	1,000	1,000	Spartan Motors, Inc.		8,070	8,070
			TOTAL AUTO PARTS & EQUIPMENT	1,056,675	150,439	1,207,114
			BANKS - 0.1%
	35	35	Anchor Bancorp Wisconsin, Inc.		57	57
	7,000	7,000	Bank of America Corp.		62,510	62,510
	3,700	3,700	Marshall & Ilsley Corp.		21,386	21,386
	350	350	SVB Financial Group *		7,266	7,266
			TOTAL BANKS		91,219	91,219

28

			BEVERAGES - 0.3%
	3,500	3,500	Coca-Cola Co./The		150,675	150,675
	4,700	4,700	PepsiCo, Inc.		233,872	233,872
			TOTAL BEVERAGES		384,547	384,547
			BIOTECHNOLOGY - 1.4%
	600	600	Alexion Pharmaceuticals, Inc. *		20,052	20,052
	350	350	AMAG Pharmaceuticals, Inc. *		15,698	15,698
	1,700	1,700	Amgen, Inc. *		82,399	82,399
	3,400	3,400	Celgene Corp. *		145,247	145,247
	300	300	Cougar Biotechnology, Inc. *		10,476	10,476
	725	725	Dendreon Corp. *		15,370	15,370
	3,000	3,000	Gilead Sciences, Inc. *		137,400	137,400
35,716	3,025	38,741	Life Technologies Corp. *	1,332,207	112,833	1,445,040
	670	670	Myriad Genetics, Inc. *		25,989	25,989
	400	400	OSI Pharmaceuticals, Inc. *		13,428	13,428
			TOTAL BIOTECHNOLOGY	1,332,207	578,892	1,911,099
			CHEMICALS - 1.2%
	750	750	Intrepid Potash, Inc. *		18,518	18,518
	1,200	1,200	Monsanto Co.		101,867	101,867
33,100	1,100	34,200	Mosaic Co./The	1,338,895	44,495	1,383,390

29

	750	750	Praxair, Inc.		55,958	55,958
	775	775	Rockwood Holdings, Inc. *		9,533	9,533
	7,125	7,125	Solutia, Inc. *		26,790	26,790
	400	400	Terra Industries, Inc.		10,600	10,600
			TOTAL CHEMICALS	1,338,895	267,761	1,606,656
			COAL - 1.0%
	525	525	Alpha Natural Resources, Inc. *		10,752	10,752
	2,500	2,500	Consol Energy, Inc.		78,200	78,200
	850	850	Foundation Coal Holdings Inc.		13,804	13,804
	1,225	1,225	Massey Energy Co.		19,490	19,490
44,100	1,500	45,600	Peabody Energy Corp.	1,163,799	39,585	1,203,384
	600	600	Walter Industries, Inc.		13,680	13,680
			TOTAL COAL	1,163,799	175,511	1,339,310
			COMMERCIAL SERVICES - 8.0%
	450	450	Coinstar, Inc. *		16,016	16,016
95,650	3,350	99,000	Dollar Financial Corp. *	966,065	33,835	999,900
37,800	1,300	39,100	Global Payments, Inc.	1,211,868	41,678	1,253,546
13,700	500	14,200	ITT Educational Services, Inc. *	1,380,549	50,385	1,430,934
53,350	1,775	55,125	Lender Processing Services, Inc.	1,529,011	50,872	1,579,883
	500	500	Mastercard, Inc., Class A		91,724	91,724

30

22,600	1,000	23,600	Moody’s Corp.	667,152	29,520	696,672
	950	950	Net 1 UEPS Technologies, Inc. *		15,675	15,675
49,500	1,700	51,200	Pharmaceutical Product Development, Inc.	970,695	33,337	1,004,032
78,600	2,700	81,300	Quanta Services, Inc. *	1,786,578	61,371	1,847,949
69,700	3,250	72,950	Ritchie Bros. Auctioneers, Inc.	1,561,280	72,800	1,634,080
	400	400	Team, Inc. *		5,748	5,748
	300	300	VistaPrint Ltd. *		10,305	10,305
	550	550	Wright Express Corp. *		12,584	12,584
			TOTAL COMMERCIAL SERVICES	10,073,198	525,850	10,599,048
			COMPUTERS - 2.9%
	2,400	2,400	Apple, Inc. *		301,991	301,991
	3,275	3,275	Brocade Communications Systems, Inc. *		18,930	18,930
16,876	800	17,676	Cognizant Technology Solutions Corp., Class A *	418,356	19,832	438,188
	2,025	2,025	Cogo Group, Inc. *		16,565	16,565
	5,300	5,300	Hewlett-Packard Co.		190,694	190,694
	1,900	1,900	International Business Machines Corp.		196,099	196,099
	1,300	1,300	Mentor Graphics Corp. *		8,736	8,736
	825	825	MICROS Systems, Inc. *		17,309	17,309
	600	600	NCI, Inc., Class A *		14,616	14,616
	1,150	1,150	Palm, Inc. *		12,064	12,064
	3,500	3,500	Research In Motion Ltd. *		243,249	243,249

31

	1,425	1,425	Seagate Technology		11,628	11,628
34,900	1,625	36,525	Synaptics, Inc. *	1,133,552	52,780	1,186,332
40,300	9,650	49,950	Western Digital Corp. *	947,856	226,968	1,174,824
			TOTAL COMPUTERS	2,499,764	1,331,461	3,831,225
			COSMETICS/PERSONAL CARE - 0.3%
	4,000	4,000	Avon Products, Inc.		91,040	91,040
	1,000	1,000	Colgate-Palmolive Co.		59,000	59,000
	4,500	4,500	Procter & Gamble Co./The		222,480	222,480
			TOTAL COSMETICS/PERSONAL CARE		372,520	372,520
			DISTRIBUTION/WHOLESALE - 2.1%
30,700	1,100	31,800	Fastenal Co.	1,177,652	42,196	1,219,848
90,700	3,500	94,200	LKQ Corp. *	1,540,086	59,430	1,599,516
			TOTAL DISTRIBUTION/WHOLESALE	2,717,738	101,626	2,819,364
			DIVERSIFIED FINANCIAL SERVICES - 3.5%
	225	225	Affiliated Managers Group, Inc. *		12,791	12,791
8,600	1,200	9,800	BlackRock, Inc.	1,260,072	175,824	1,435,896
	2,300	2,300	Goldman Sachs Group, Inc./The		295,550	295,550
	300	300	Interactive Brokers Group, Inc. *		4,425	4,425
19,500	1,700	21,200	IntercontinentalExchange, Inc. *	1,708,200	148,920	1,857,120

32

	775	775	KBW, Inc. *		18,747	18,747
	1,900	1,900	MF Global Ltd. *		11,590	11,590
	1,225	1,225	Och-Ziff Capital Management Group LLC, Class A		9,114	9,114
	625	625	optionsXpress Holdings, Inc.		10,288	10,288
23,000	3,500	26,500	T Rowe Price Group, Inc.	885,960	134,820	1,020,780
			TOTAL DIVERSIFIED FINANCIAL SERVICES	3,854,232	822,069	4,676,301
			ELECTRIC - 0.0%
	275	275	EnerNOC, Inc. *		4,804	4,804
			ELECTRICAL COMPONENTS & EQUIPMENT - 0.0%
	1,225	1,225	American Superconductor Corp. *		31,482	31,482
	95	95	General Cable Corp. *		2,578	2,578
	650	650	GrafTech International Ltd. *		5,714	5,714
			TOTAL ELECTRICAL COMPONENTS & EQUIPMENT		39,774	39,774
			ELECTRONICS - 1.0%
	3,900	3,900	Dolby Laboratories, Inc., Class A *		156,507	156,507
	25,650	25,650	Flextronics International Ltd. *		99,522	99,522
43,600	1,500	45,100	FLIR Systems, Inc. *	967,048	33,270	1,000,318
	900	900	On Track Innovations Ltd. *		1,125	1,125

33

	425	425	Plexus Corp. *		9,414	9,414
	475	475	Woodward Governor Co.		9,481	9,481
			TOTAL ELECTRONICS	967,048	309,319	1,276,367
			ENERGY-ALTERNATE SOURCES - 0.1%
	2,125	2,125	Clean Energy Fuels Corp. *		17,978	17,978
	400	400	First Solar, Inc. *		74,915	74,915
	5,825	5,825	FuelCell Energy, Inc. *		18,524	18,524
			TOTAL ENERGY-ALTERNATE SOURCES		111,417	111,417
			ENGINEERING & CONSTRUCTION - 1.5%
37,700	3,100	40,800	Foster Wheeler AG *	811,681	66,743	878,424
	300	300	Granite Construction, Inc.		11,835	11,835
53,600	9,350	62,950	McDermott International, Inc. *	865,104	150,909	1,016,013
	1,265	1,265	MYR Group, Inc. *		18,861	18,861
	825	825	Orion Marine Group, Inc. *		12,359	12,359
	725	725	Sterling Construction Co., Inc. *		13,608	13,608
			TOTAL ENGINEERING & CONSTRUCTION	1,676,785	274,315	1,951,100
			ENTERTAINMENT & LEISURE - 0.0%
	475	475	Bally Technologies, Inc. *		12,436	12,436

34

			ENVIRONMENTAL CONTROL - 1.9%
56,900	1,950	58,850	Calgon Carbon Corp.*	966,162	33,111	999,273
	200	200	Ceco Environmental Corp. *		710	710
	125	125	Clean Harbors, Inc. *		6,263	6,263
	3,450	3,450	Darling International, Inc. *		19,734	19,734
58,000	1,997	59,997	Waste Connections, Inc. *	1,495,240	51,482	1,546,722
			TOTAL ENVIRONMENTAL CONTROL	2,461,402	111,300	2,572,702
			HEALTH CARE - PRODUCTS - 4.2%
	1,400	1,400	Cepheid, Inc. *		13,580	13,580
35,114	1,500	36,614	DENTSPLY International, Inc.	1,004,963	42,930	1,047,893
16,100	700	16,800	Gen-Probe, Inc. *	775,376	33,712	809,088
	275	275	Haemonetics Corp. *		14,198	14,198
84,156	3,760	87,916	Hologic, Inc. *	1,250,557	55,873	1,306,430
8,550	254	8,804	Intuitive Surgical, Inc. *	1,228,892	36,508	1,265,400
	375	375	Inverness Medical Innovations, Inc. *		12,109	12,109
	575	575	Luminex Corp. *		9,436	9,436
	350	350	Masimo Corp. *		10,115	10,115
	600	600	NuVasive, Inc. *		22,740	22,740
21,900	800	22,700	ResMed, Inc. *	842,055	30,760	872,815
	3,300	3,300	St. Jude Medical, Inc. *		110,616	110,616
	375	375	STERIS Corp.		9,038	9,038

35

	1,200	1,200	TranS1, Inc. *		8,736	8,736
	1,800	1,800	Zimmer Holdings, Inc. *		79,181	79,181
			TOTAL HEALTH CARE - PRODUCTS	5,101,843	489,532	5,591,375
			HEALTH CARE PROVIDERS & SERVICES - 0.7%
	4,600	4,600	Aetna, Inc.		101,246	101,246
40,000	1,306	41,306	Psychiatric Solutions, Inc. *	775,600	25,323	800,923
	2,100	2,100	UnitedHealth Group, Inc.		49,392	49,392
			TOTAL HEALTH CARE PROVIDERS & SERVICES	775,600	175,961	951,561
			HOME BUILDERS - 0.3%
15,650	5,050	20,700	Toll Brothers, Inc. *	317,069	102,313	419,382
			HOUSEHOLD PRODUCTS - 0.9%
20,500	700	21,200	Church & Dwight Co., Inc.	1,115,405	38,087	1,153,492
			INSURANCE - 1.1%
	2,500	2,500	ACE Ltd.		115,799	115,799
50,650	1,966	52,616	HCC Insurance Holdings, Inc.	1,211,548	47,027	1,258,575
	3,800	3,800	MetLife, Inc.		113,050	113,050
	250	250	NYMAGIC, Inc.		2,948	2,948
			TOTAL INSURANCE	1,211,548	278,824	1,490,372

36

			INTERNET - 2.9%
	1,400	1,400	Amazon.com, Inc.*		112,727	112,727
	400	400	AsiaInfo Holdings, Inc. *		6,700	6,700
	725	725	Blue Coat Systems, Inc. *		9,614	9,614
	225	225	Blue Nile, Inc. *		9,576	9,576
	575	575	Cybersource Corp. *		8,401	8,401
	475	475	Digital River, Inc. *		18,250	18,250
39,100	1,300	40,400	F5 Networks, Inc. *	1,066,257	35,451	1,101,708
	800	800	Google, Inc., Class A *		316,775	316,775
	425	425	j2 Global Communications, Inc. *		10,196	10,196
	3,475	3,475	Limelight Networks, Inc. *		17,028	17,028
52,200	2,100	54,300	McAfee, Inc. *	1,959,588	78,834	2,038,422
	425	425	Mercadolibre, Inc. *		11,615	11,615
	150	150	NetFlix, Inc. *		6,797	6,797
	1,675	1,675	SonicWALL, Inc. *		9,095	9,095
	2,275	2,275	Sourcefire, Inc. *		24,638	24,638
	7,300	7,300	Yahoo!, Inc. *		104,317	104,317
			TOTAL INTERNET	3,025,845	780,014	3,805,859

37

			IRON/STEEL - 1.3%
	3,700	3,700	Cliffs Natural Resources, Inc.		85,322	85,322
126,600	4,925	131,525	Steel Dynamics, Inc.	1,576,170	61,316	1,637,486
			TOTAL IRON/STEEL	1,576,170	146,638	1,722,808
			LEISURE TIME - 0.0%
	425	425	WMS Industries, Inc. *		13,647	13,647
			LODGING - 0.0%
	500	500	Ameristar Casinos, Inc.		10,260	10,260
			MACHINERY - 3.4%
	475	475	AGCO Corp. *		11,543	11,543
	200	200	Astec Industries, Inc. *		6,164	6,164
	575	575	Bucyrus International, Inc.		12,483	12,483
	1,975	1,975	Chart Industries, Inc. *		27,314	27,314
47,200	4,300	51,500	Cummins, Inc.	1,604,800	146,199	1,750,999
37,761	1,400	39,161	Graco, Inc.	890,782	33,026	923,808
36,750	1,855	38,605	Joy Global, Inc.	937,125	47,303	984,428
22,200	1,050	23,250	Rockwell Automation, Inc.	701,298	33,170	734,468
	5,300	5,300	Terex Corp. *		73,140	73,140
	600	600	Wabtec Corp.		22,884	22,884
			TOTAL MACHINERY	4,134,005	413,226	4,547,231

38

			MEDIA - 0.2%
21,700		21,700	DISH Network Corp., Class A *	287,525		287,525
			METAL FABRICATE / HARDWARE - 0.0%
	750	750	Kaydon Corp.		23,970	23,970
	300	300	LB Foster Co., Class A *		9,825	9,825
			TOTAL METAL FABRICATE / HARDWARE		33,795	33,795
			METALS & MINING - 1.4%
	1,800	1,800	Freeport-McMoRan Copper & Gold, Inc.		76,770	76,770
	4,275	4,275	General Moly, Inc. *		6,498	6,498
	3,150	3,150	Hecla Mining Co. *		7,781	7,781
	700	700	HudBay Minerals, Inc. *		4,753	4,753
22,300	1,610	23,910	Precision Castparts Corp.	1,669,378	120,524	1,789,902
			TOTAL METALS & MINING	1,669,378	216,326	1,885,704
			MISCELLANEOUS MANUFACTURING - 1.4%
	250	250	Acuity Brands, Inc.		7,185	7,185
	275	275	ESCO Technologies, Inc. *		11,435	11,435
	4,800	4,800	General Electric Co.		60,720	60,720
58,425	6,169	64,594	Harsco Corp.	1,609,609	169,955	1,779,564
			TOTAL MISCELLANEOUS MANUFACTURING	1,609,609	249,295	1,858,904

39

			MUTUAL FUND - 3.0%
	750	750	iShares Dow Jones US Real Estate Index Fund		24,765	24,765
	350	350	iShares Russell 2000 Index Fund		16,982	16,982
102,700		102,700	iShares Russell Midcap Growth Index Fund	3,538,015		3,538,015
7,800		7,800	iShares S&P Midcap 400 Growth Index Fund	467,844		467,844
	300	300	SPDR KBW Regional Banking ETF.		6,255	6,255
			TOTAL MUTUAL FUND	4,005,859	48,002	4,053,861
			OIL & GAS - 5.8%
	1,700	1,700	Apache Corp.		123,862	123,862
	3,500	3,500	Chevron Corp.		231,350	231,350
68,534	3,475	72,009	Denbury Resources, Inc. *	1,115,734	56,573	1,172,307
	1,400	1,400	EOG Resources, Inc.		88,872	88,872
	600	600	EXCO Resources, Inc. *		7,068	7,068
	7,900	7,900	Exxon Mobil Corp.		526,694	526,694
	375	375	InterOil Corp. *		12,109	12,109
19,200		19,200	Marathon Oil Corp.	570,240		570,240
12,800	601	13,401	Newfield Exploration Co. *	399,104	18,739	417,843
27,100	935	28,035	Noble Energy, Inc.	1,537,925	53,061	1,590,986
	2,700	2,700	Occidental Petroleum Corp.		151,983	151,983

40

19,700	2,100	21,800	Patterson-UTI Energy, Inc.	250,387	26,691	277,078
	400	400	PetroHawk Energy Corp. *		9,440	9,440
63,454	6,175	69,629	Southwestern Energy Co. *	2,275,460	221,436	2,496,896
	200	200	Ultra Petroleum Corp. *		8,560	8,560
			TOTAL OIL & GAS	6,148,850	1,536,438	7,685,288
			OIL & GAS SERVICES - 3.7%
	950	950	Calfrac Well Services Ltd.		7,676	7,676
48,400	2,400	50,800	Cameron International Corp. *	1,238,072	61,392	1,299,464
	225	225	Dresser-Rand Group, Inc. *		5,542	5,542
31,000	1,350	32,350	FMC Technologies, Inc. *	1,061,130	46,211	1,107,341
	750	750	Matrix Service Co. *		7,185	7,185
	350	350	NATCO Group, Inc. *		8,421	8,421
41,267	5,680	46,947	National Oilwell Varco, Inc. *	1,249,565	171,989	1,421,554
	900	900	RPC, Inc.		9,630	9,630
	2,900	2,900	Schlumberger Ltd.		142,071	142,071
	625	625	Superior Well Services, Inc. *		6,688	6,688
	1,200	1,200	Transocean Ltd. *		80,976	80,976
	675	675	Trican Well Service Ltd. *		5,221	5,221
45,400	8,620	54,020	Weatherford International Ltd. *	755,002	143,351	898,353
			TOTAL OIL & GAS SERVICES	4,303,769	696,353	5,000,122

41

			PACKAGING & CONTAINERS - 1.1%
61,300	2,100	63,400	Crown Holdings, Inc. *	1,351,665	46,305	1,397,970
	225	225	Greif, Inc., Class A		10,186	10,186
			TOTAL PACKAGING & CONTAINERS	1,351,665	56,491	1,408,156
			PHARMACEUTICALS - 6.9%
	4,600	4,600	Abbott Laboratories		192,509	192,509
39,300	5,600	44,900	Allergan, Inc.	1,833,738	261,295	2,095,033
	2,575	2,575	Auxilium Pharmaceuticals, Inc. *		58,968	58,968
	375	375	BioMarin Pharmaceutical, Inc. *		4,823	4,823
8,993	300	9,293	Cephalon, Inc. *	590,031	19,683	609,714
	1,375	1,375	Cypress Bioscience, Inc. *		9,900	9,900
34,426	1,200	35,626	Express Scripts, Inc. *	2,202,231	76,764	2,278,995
63,400	2,200	65,600	Forest Laboratories, Inc. *	1,375,146	47,718	1,422,864
51,700	1,900	53,600	Herbalife Ltd.	1,024,694	37,658	1,062,352
	1,100	1,100	Isis Pharmaceuticals, Inc. *		17,248	17,248
	1,900	1,900	Medarex, Inc. *		11,248	11,248
	700	700	Medicines Co. *		6,986	6,986
	225	225	Onyx Pharmaceuticals, Inc. *		5,828	5,828
	375	375	Optimer Pharmaceuticals, Inc. *		5,239	5,239
	775	775	Orexigen Therapeutics, Inc. *		2,201	2,201
51,500	2,224	53,724	Perrigo Co.	1,334,880	57,646	1,392,526

42

	1,100	1,100	Savient Pharmaceuticals, Inc. *		5,808	5,808
	525	525	Valeant Pharmaceuticals International *		8,799	8,799
	575	575	Vivus, Inc. *		2,306	2,306
			TOTAL PHARMACEUTICALS	8,360,720	832,627	9,193,347
			REAL ESTATE INVESTMENT TRUSTS (REIT) - 0.9%
155,500	7,275	162,775	CB Richard Ellis Group, Inc., Class A *	1,166,250	54,562	1,220,812
	1,950	1,950	Developers Diversified Realty Corp.		8,054	8,054
	275	275	Digital Realty Trust, Inc.		9,903	9,903
	225	225	Mid-America Apartment Communities, Inc.		8,323	8,323
			TOTAL REAL ESTATE INVESTMENT TRUSTS (REIT)	1,166,250	80,842	1,247,092
			RETAIL - 10.9%
	700	700	Aeropostale, Inc. *		23,779	23,779
68,300	2,975	71,275	Brinker International, Inc.	1,210,276	52,717	1,262,993
	525	525	Buckle, Inc./The		19,619	19,619
	275	275	Buffalo Wild Wings, Inc. *		10,736	10,736
34,900	3,100	38,000	Burger King Holdings, Inc.	570,266	50,654	620,920
	700	700	Cheesecake Factory, Inc./The *		12,159	12,159
	300	300	Cracker Barrel Old Country Store, Inc.		9,783	9,783
8,700		8,700	Darden Restaurants, Inc.	321,639		321,639

43

	2,175	2,175	Denny’s Corp. *		5,829	5,829
9,000	775	9,775	DineEquity, Inc.	288,360	24,831	313,191
	975	975	Finish Line, Inc./The - Class A		8,288	8,288
	475	475	Foot Locker, Inc.		5,648	5,648
76,644	3,025	79,669	GameStop Corp., Class A *	2,311,583	91,234	2,402,817
	425	425	Gymboree Corp. *		14,620	14,620
	475	475	Hibbett Sports, Inc. *		9,904	9,904
	6,600	6,600	Lowe’s Cos., Inc.		141,900	141,900
130,700	5,800	136,500	Lululemon Athletica, Inc. *	1,823,265	80,910	1,904,175
	1,400	1,400	McDonald’s Corp.		74,606	74,606
	1,350	1,350	New York & Co., Inc. *		7,830	7,830
	6,000	6,000	Nordstrom, Inc.		135,780	135,780
16,100	775	16,875	Panera Bread Co., Class A *	901,761	43,408	945,169
	525	525	PetSmart, Inc.		12,012	12,012
	225	225	PF Chang’s China Bistro, Inc. *		6,791	6,791
	500	500	Red Robin Gourmet Burgers Inc. *		12,275	12,275
40,750	1,500	42,250	Ross Stores, Inc.	1,546,055	56,910	1,602,965
	750	750	Stage Stores, Inc.		9,188	9,188
	1,000	1,000	Texas Roadhouse, Inc., Class A *		11,380	11,380
29,700	1,000	30,700	Tiffany & Co.	859,518	28,940	888,458
45,000	1,600	46,600	TJX Cos., Inc.	1,258,650	44,752	1,303,402
112,500	7,700	120,200	Urban Outfitters, Inc. *	2,192,625	150,072	2,342,697

44

	3,000	3,000	Wal-Mart Stores, Inc.		151,199	151,199
			TOTAL RETAIL	13,283,998	1,307,754	14,591,752
			SEMICONDUCTORS - 2.8%
45,600	1,600	47,200	Altera Corp.	743,736	26,096	769,832
	1,625	1,625	Amkor Technologies, Inc. *		7,004	7,004
	3,900	3,900	Analog Devices, Inc.		82,992	82,992
286,800	12,225	299,025	Atmel Corp. *	1,101,312	46,944	1,148,256
41,000	1,500	42,500	Broadcom Corp., Class A *	950,790	34,785	985,575
	8,200	8,200	Intel Corp.		129,396	129,396
	2,800	2,800	Kulicke & Soffa Industries, Inc. *		11,200	11,200
	1,350	1,350	Microsemi Corp. *		18,117	18,117
	425	425	MKS Instruments, Inc. *		6,651	6,651
51,400	1,800	53,200	Nvidia Corp. *	590,072	20,664	610,736
	2,550	2,550	ON Semiconductor Corp. *		13,821	13,821
	600	600	Pericom Semiconductor Corp. *		5,346	5,346
	950	950	Semtech Corp. *		13,699	13,699
			TOTAL SEMICONDUCTORS	3,385,910	416,715	3,802,625
			SHIPPING - 0.0%
	1,000	1,000	Genco Shipping & Trading Ltd.		19,100	19,100

45

			SOFTWARE - 7.6%
125,600	4,320	129,920	Activision Blizzard, Inc. *	1,352,712	46,526	1,399,238
71,300	3,900	75,200	Allscripts-Misys Healthcare Solutions, Inc.	885,546	48,438	933,984
72,132	2,800	74,932	ANSYS, Inc. *	1,992,285	77,336	2,069,621
	800	800	ArcSight, Inc. *		12,080	12,080
	325	325	athenahealth, Inc. *		10,335	10,335
33,357	1,200	34,557	Autodesk, Inc. *	665,139	23,928	689,067
	375	375	Blackboard, Inc. *		12,761	12,761
23,430	833	24,263	Cerner Corp. *	1,260,534	44,815	1,305,349
57,500	2,500	60,000	Citrix Systems, Inc. *	1,640,475	71,325	1,711,800
	1,000	1,000	EPIQ Systems, Inc. *		15,470	15,470
	700	700	Informatica Corp. *		11,130	11,130
	1,050	1,050	MedAssets, Inc. *		18,102	18,102
	16,000	16,000	Microsoft Corp.		324,161	324,161
	900	900	Nuance Communications, Inc. *		12,015	12,015
	7,000	7,000	Oracle Corp.		135,380	135,380
	100	100	Quality Systems, Inc.		5,362	5,362
23,400	900	24,300	Salesforce.com, Inc. *	1,001,754	38,529	1,040,283
	450	450	Solera Holdings, Inc. *		10,269	10,269
	575	575	Sybase, Inc. *		19,527	19,527
18,200		18,200	Symantec Corp. *	313,950		313,950
	975	975	Take-Two Interactive Software, Inc.		8,853	8,853

46

	3,400	3,400	VMware, Inc., Class A *		88,672	88,672
			TOTAL SOFTWARE	9,112,395	1,035,014	10,147,409
			TELECOMMUNICATIONS - 3.4%
33,700	1,200	34,900	Adtran, Inc.	712,755	25,380	738,135
	11,800	11,800	Cisco Systems, Inc. *		227,976	227,976
	550	550	CommScope, Inc. *		13,805	13,805
	6,700	6,700	Corning, Inc.		97,954	97,954
58,900	2,061	60,961	Harris Corp.	1,801,162	63,025	1,864,187
	1,800	1,800	MasTec, Inc. *		22,518	22,518
	650	650	Polycom, Inc. *		12,116	12,116
	7,100	7,100	QUALCOMM, Inc.		300,471	300,471
538,400	29,050	567,450	RF Micro Devices, Inc. *	1,136,024	61,296	1,197,320
	1,000	1,000	SAVVIS, Inc. *		11,380	11,380
	650	650	Starent Networks Corp. *		12,825	12,825
	900	900	Switch & Data Facilities Co., Inc. *		10,413	10,413
			TOTAL TELECOMMUNICATIONS	3,649,941	859,159	4,509,100
			TOBACCO - 0.1%
	2,500	2,500	Philip Morris International, Inc.		90,500	90,500

47

			TOYS/GAMES/HOBBIES - 0.1%
	2,900	2,900	Marvel Entertainment, Inc. *		86,536	86,536
			TRANSPORTATION - 3.1%
	1,400	1,400	Burlington Northern Santa Fe Corp.		94,472	94,472
32,942	1,200	34,142	CH Robinson Worldwide, Inc.	1,751,197	63,792	1,814,989
57,538	2,200	59,738	Expeditors International of Washington, Inc.	1,997,144	76,362	2,073,506
	200	200	Genesee & Wyoming, Inc., Class A *		6,000	6,000
	300	300	Heartland Express, Inc.		4,485	4,485
	1,000	1,000	JB Hunt Transport Services, Inc.		28,120	28,120
	500	500	Knight Transportation, Inc.		8,840	8,840
	175	175	Ryder System, Inc.		4,846	4,846
	1,650	1,650	Union Pacific Corp.		81,081	81,081
			TOTAL TRANSPORTATION	3,748,341	367,998	4,116,339
			TOTAL COMMON STOCK (Cost $131,250,705)	110,894,330	16,384,494	127,278,824
Warrants	Warrants	Warrants
			WARRANTS - 0.0%
			BANKS - 0.0%
9,300		9,300	Washington Mutual, Inc. *(9)(13)	186		186

48

			BIOTECHNOLOGY - 0.0%
	488,542	488,542	Calypte Biomedical Corp., Expires 5/28/09 *(9)(12)				0		0
			TOTAL WARRANTS (Cost $0)		186				186
Par Value	Par Value	Par Value
			MONEY MARKET FUND - 4.9%
1,142,395		1,142,395	MTB Money Market Fund, Institutional I Shares, 0.10%		1,142,395				1,142,395
4,948,103	391,038	5,339,141	MTB Prime Money Market Fund, Corporate Shares, 0.14%		4,948,103		391,038		5,339,141
			TOTAL MONEY MARKET FUND (Cost $6,481,536)		6,090,498		391,038		6,481,536
			TOTAL INVESTMENTS - 100.3% (Cost $137,732,241)	$	116,985,014	$	16,775,532	$	133,760,546

49

Various inputs are used in determining the value of the portfolio's investments. These inputs are summarized in the three broad levels listed below.

Level 1 - quoted prices in active markets for identical securities

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 - significant unobservable inputs (including the portfolio's own assumptions in determining fair value of investments)

Valuation inputs of combined portfolio		Investments in Securities		Investments in Other Financial Instruments(1)
Level 1	Quoted Prices	$	133,760,546	—
Level 2	Other Significant Observable Inputs		—	—
Level 3	Significant Unobservable Inputs		0	—
		$	133,760,546	—

(1) Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards, and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of April 30, 2009, the combined fund did use significant unobservable inputs (Level 3) in determining the valuation of investments however, each component had a zero value.

50

Pro Forma Combined Statement of Assets and Liabilities

As of April 30, 2009

		Target Fund (MTB Multi Cap Growth Fund)		Acquiring Fund (MTB Mid Cap Growth Fund)		Pro Forma Adjustments	Pro Forma Combined
ASSETS:
	Investments at cost	$	18,766,361	$	118,965,880		$	137,732,241
	Investments, at value		16,384,494		110,894,516	—		127,279,010
	Affiliated Investments		391,038		6,090,498			6,481,536
	Receivable for securities sold		513,534		1,105,101			1,618,635
	Receivable for Fund shares sold		17,198		86,413	—		103,611
	Dividends and interest receivable		6,526		33,063	—		39,589
	Total Assets		17,312,790		118,209,591	—		135,522,381
LIABILITIES:
	Payable for securities purchased		338,552		1,714,074	—		2,052,626
	Payable for Fund shares repurchased		2,035		31,228	—		33,263
	Distribution fees payable		7,247		4,648	—		11,895

51

As of April 30, 2009

		Target Fund (MTB Multi Cap Growth Fund)			Acquiring Fund (MTB Mid Cap Growth Fund)			Pro Forma Adjustments			Pro Forma Combined
	Trustees’ fees payable		626			1,593			—			2,219
	Shareholder services fee payable		3,155			7,706			—			10,861
	Accrued expenses		47,965			43,759		$	42,500			134,224
	Total Liabilities		399,580			1,803,008			42,500			2,245,088
Total Net Assets		$	16,913,210		$	116,406,583		$	(42,500	)	$	133,277,293
NET ASSETS:
	Paid-in capital	$	52,892,806		$	142,788,175			—		$	195,680,981
	Undistributed net investment income		111,267			114,384		$	(42,500	)(a)		183,151
	Accumulated net realized loss on investments, futures contracts, options		(34,100,034	)		(24,515,110	)					(58,615,144	)
	Net unrealized depreciation on investments, futures contracts, options		(1,990,829	)		(1,980,866	)		—			(3,971,695	)
Total Net Assets		$	16,913,210		$	116,406,583		$	(42,500	)	$	133,277,293
Net Assets:

52

As of April 30, 2009

	Target Fund (MTB Multi Cap Growth Fund)		Acquiring Fund (MTB Mid Cap Growth Fund)		Pro Forma Adjustments			Pro Forma Combined
Class A	$	10,429,082	$	19,638,378	$	(16,688	)	$	30,050,772
Class B		1,313,443		1,321,149		(1,891	)	$	2,632,701
Class Institutional I		5,170,685		95,447,056		(23,921	)		100,593,820
	$	16,913,210	$	116,406,583	$	(42,500	)	$	133,277,293
Shares Outstanding:
Class A		861,494		2,345,565		384,945	(a)		3,592,004
Class B		116,475		166,027		48,580	(a)		331,082
Class Institutional I		419,464		11,177,408		186,156	(a)		11,783,028
Net Asset Value:
Class A	$	12.11	$	8.37				$	8.37
Class B	$	11.28	$	7.96				$	7.95
Class Institutional I	$	12.33	$	8.54				$	8.54

(a) Reflects adjustments to the number of shares outstanding due to the Reorganization

See Notes to Pro Forma Combined Financial Statements

53

Pro Forma Combined Statement of Operations

For the Year Ended April 30, 2009

	Target Fund (MTB Multi Cap Growth Fund)		Acquiring Fund (MTB Mid Cap Growth Fund)		Pro Forma Adjustments		Pro Forma Combined
INVESTMENT INCOME:
Dividends	$	360,014	$	717,540			$	1,077,554
TOTAL INVESTMENT INCOME		360,014		717,540				1,077,554
EXPENSES
Investment advisory fee		147,490		550,478	31,664	(a)		729,632
Administrative personnel and services fee		5,158		15,925				21,083
Portfolio accounting and custodian fees		18,267		27,578				45,845
Transfer and dividend disbursing agent fees and expenses		100,481		37,197				137,678
Trustees’ fees		10,046		10,125	(7,171	)(b)		13,000
Auditing fees and Legal		43,687		49,034	(44,221	)(b)		48,500
Distribution services fee—Class A Shares		30,933		14,258				45,191
Distribution services fee—Class B Shares		13,464		3,516				16,980
Shareholder services fee—Class A Shares		30,934		14,258				45,192
Shareholder services fee—Class B Shares		4,488		1,172				5,660
Shareholder services fee—Institutional I Shares		17,253		146,477				163,730

54

For the Year Ended April 30, 2009

	Target Fund (MTB Multi Cap Growth Fund)		Acquiring Fund (MTB Mid Cap Growth Fund)		Pro Forma Adjustments		Pro Forma Combined
Share registration costs	16,257		15,789				32,046
Printing and postage	34,122		11,207				45,329
Miscellaneous	13,620		15,824				29,444
TOTAL EXPENSES	486,200		912,838		(19,728	)	1,379,310
WAIVERS AND REIMBURSEMENTS (NOTE 5)
Waiver/reimbursement of investment advisory fee	(187,485	)	(188,131	)	(5,893	)	(381,509	)
Waiver of distribution fee—Class A Shares	(493	)	(85	)			(578	)
Waiver of shareholder services fee—Class A Shares	(30,933	)	(14,258	)			(45,191	)
Waiver of shareholder services fee—Class B Shares	(118	)	(82	)			(200	)
Waiver of shareholder services fee—Institutional I Shares	(16,850	)	(88,696	)			(105,546	)
Waiver of transfer agent fee	(3,840	)	(1,237	)			(5,077	)
Waiver of principal executive officer fee	(241	)	(425	)			(666	)
TOTAL WAIVERS AND REIMBURSEMENTS	(239,960	)	(292,914	)	(5,893	)	(538,767	)
Net Expenses	246,240		619,924		(25,621	)	840,543
Net investment income(loss)	113,774		97,616		25,621		237,011
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on investments	(5,319,072	)	(35,796,233	)			(41,115,305	)

55

For the Year Ended April 30, 2009

	Target Fund (MTB Multi Cap Growth Fund)			Acquiring Fund (MTB Mid Cap Growth Fund)			Pro Forma Adjustments		Pro Forma Combined
Net change in unrealized appreciation (depreciation) of investments		(4,449,598	)		13,398,976					8,949,378
Net realized and unrealized gain on investments		—			—			—
Contracts and written options		(9,768,670	)		(22,397,257	)		—		(32,165,927	)
Change in net assets resulting from operations	$	(9,654,896	)	$	(22,299,641	)	$	25,621	$	(31,928,916	)

(a) To adjust expenses to reflect the Combined Fund’s estimated fees and expenses based upon contractual rates in effect for the period.

(b) Reflects elimination of duplicative expenses and economies of scale achieved as a result of the proposed Reorganization.

56

MTB Mid Cap Growth Fund

Notes to Pro Forma April 30, 2009 Combined Financial Statements

(Unaudited)

1. Description of the Fund. The MTB Mid Cap Growth Fund (the “Mid Cap Growth Fund” or “Fund”), a series of MTB Group of Funds (the “Trust”), is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company. The Amended and Restated Agreement and Declaration of Trust permits the Board of Trustees (the ‘‘Trustees’’) to establish series of shares each of which constitutes a series separate and distinct from the shares of other series. As of April 30, 2009, the Trust offered 27 series.

The Fund offers 3 classes of shares: Class A Shares, Class B Shares, and Institutional I Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. As of the close of business on December 31, 2008, the Fund’s Class B Shares are no longer available for purchase by new or existing shareholders. Shareholders of Class B Shares of the Fund on that date may retain their current Class B Shares, but will not be able to purchase additional Class B Shares except through the reinvestment of dividends and distributions. Shareholders may still redeem their Class B Shares at any time, subject to any applicable deferred sales charges. Shareholders will also retain the ability to exchange their Class B Shares for Class B Shares of other series of the Trust. Additionally, Rule 12b-1 fees will continue to be assessed and collected on the Class B Shares of the Fund.

The assets of each series of the Trust are segregated and a shareholder’s interest is limited to the series in which shares are held.

2. Basis of Combination. The accompanying pro forma financial statements are presented to the show the effect of the proposed acquisition of the MTB Multi Cap Growth Fund (the “Multi Cap Growth Fund”), a series of the Trust, by the Mid Cap Growth Fund as if such acquisition had taken place as of May 1, 2008.

Under the terms of the Plan of Reorganization, the combination of the Multi Cap Growth Fund and the Mid Cap Growth Fund will be accounted for by the method of accounting for tax-free mergers of investment companies. The acquisition would be accomplished by an acquisition of the net assets of Multi Cap Growth Fund in exchange for shares of the Mid Cap Growth Fund at net asset value. The statement of assets and liabilities and the related statement of operations of the Multi Cap Growth Fund and the Mid Cap Growth Fund have been combined as of and for the year ended April 30, 2009. Following the acquisition, the Mid Cap Growth Fund will be the accounting survivor. In accordance with U.S. generally accepted accounting principles (“GAAP”), the historical cost of investment securities will be carried forward to the surviving Fund and the results of operations for the pre-combination periods of the surviving Fund will not be restated.

The accompanying pro forma financial statements should be read in conjunction with the financial statements of the Multi Cap Growth Fund and the Mid Cap Growth Fund included in their annual report dated April 30, 2009.

57

The following notes refer to the accompanying pro forma financial statements as if the above-mentioned acquisition of the Multi Cap Growth Fund by the Mid Cap Growth Fund had taken place as of May 1, 2008.

3. Summary of Significant Accounting Policies. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

Investment Valuations – Fair value of the Fund’s portfolio securities are determined as follows:

• for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;

• in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;

• for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

The Fund adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”), effective at the beginning of the Fund’s current fiscal year. This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. The three levels of the fair value hierarchy under SFAS 157 are described below:

• Level 1 – quoted prices in active markets for identical securities

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. A summary of the inputs used to value the Fund’s net assets as of April 30, 2009 is included in the Portfolio of Investments.

Investment Income, Gains and Losses, Expenses and Distributions – Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative daily net assets, except that each class bears certain expenses unique to that class such as distribution and shareholder services fees. Distributions are declared separately for each class. No class has preferential distribution rights; differences in per share distributions rates are generally due to differences in class specific expenses.

58

Federal Taxes – It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code of 1986, as amended (the “Code”), and to distribute to shareholders each year substantially all of its income. Accordingly, no provisions for federal income tax are necessary.

4. Advisory Fees, Servicing Fees and Other Service Providers.

Investment Advisor – MTB Investment Advisors, Inc. (the “Advisor”) receives for its services an investment advisory fee, accrued daily and paid monthly, at an annual rate of 0.85% of the Fund’s average daily net assets. The Advisor may voluntarily choose to waive any portion of its fee and/or reimburse certain operating expenses of the Fund. For the year ended April 30, 2009, the Advisor voluntarily agreed to waive, and/or reimburse operating expenses (excluding 12b-1 and shareholder services fees) of the Fund in order to limit the Fund’s average expenses for the year to 0.84% of average daily net assets. The Advisor can modify or terminate this voluntary agreement at any time in its sole discretion.

Administrative Fee – Bank of New York Mellon provides the Trust with fund administration, accounting, and custody services. Fees for such services are based on assets and volume of transactions. MTB Investment Advisors, Inc.(“MTBIA”) serves as co-administrator to the Trust. MTBIA, in its role as co-administrator, provides the Fund with certain administrative personnel and services necessary to operate the Funds. Administrative services were provided for at an aggregate annual fee of based on aggregate average net assets of the Trust as follows: 0.033% on the first $5 billion; 0.020% on the next $2 billion; 0.016% on the next $3 billion; and 0.015% on assets in excess of $10 billion. MTBIA may voluntarily choose to waive any portion of its fee. MTBIA can modify or terminate its voluntary waiver at any time at its sole discretion.

Distribution Services Fee – The Trust has adopted a Distribution Services Plan (the “Plan”) pursuant to Rule 12b-1 under the Act. The Plan allows the Fund to pay fees to financial intermediaries, which may be paid through ALPS Distributors Inc., (“ALPS”), the principal distributor, at an annual rate of up to 0.25% of the average daily net assets of the Fund’s Class A Shares and up to 0.75% of the average daily net assets of the Fund’s Class B Shares, for the sale, distribution, administration, customer servicing and recordkeeping of these Shares.

The Fund may waive or reduce the maximum amount of distribution services fees it pays from time to time in its sole discretion. In addition, a financial intermediary (including ALPS, the Advisor or their affiliates), may voluntarily waive or reduce any fees to which they are entitled.

Shareholder Services Fee – Pursuant to a Shareholder Services Plan adopted by the Fund and administered by ALPS Fund Services, Inc, the Fund may pay up to 0.25% of the average daily net assets of the Fund’s Class A Shares, Class B Shares, and Institutional I Shares to financial intermediaries (which may include ALPS, the Advisor or their affiliates) for providing shareholder services and maintaining shareholder accounts. M&T Securities, Inc. (“M&T”), an affiliate of the Advisor, has entered into a Shareholders Services Agreement with ALPS Fund Services, Inc., under which it is entitled to receive up to 0.25% of the average daily net assets of the Fund’s Shares for whom M&T provide shareholder services to. The Fund may waive/reimburse or reduce the maximum amount of shareholder service fees it pays from time to time at its sole discretion. In addition, a financial intermediary (including M&T) may waive/reimburse or reduce any fees to which they are entitled.

59

Other Service Providers – Foreside Management Services, LLC (“FMS”) provides a Principal Executive Officer to the Trust. FMS has no role in determining the investment policies or which securities are to be sold or purchased by the Trust or its Funds. For the period from September 10, 2007 through September 10, 2008, the Bank of New York Mellon agreed to pay FMS’ fee in excess of $135,000 per annum. For the twelve month period ending September 10, 2009, Bank of New York Mellon agreed to pay 50% of FMS’ fee in excess of $135,000. After September 10, 2009, the Funds will pay the entire FMS fee. The amounts paid by the Bank of New York Mellon are shown as reimbursements on the Pro Forma Statement of Operations.

ALPS Fund Services, Inc. provides transfer agency services to the Trust. For the period November 16, 2007, through November 16, 2010, the Bank of New York Mellon has agreed to pay the excess amount of fees payable to ALPS Fund Services, Inc. for transfer agency services when the total expenses payable by the Trust exceed $1,047,803 per year. These amounts are shown as reimbursements on the Pro Forma Statement of Operations.

5. Capital Share Transactions. The pro forma net asset value per share assumes the issuance of shares of the Mid Cap Growth Fund that would have been issued at April 30, 2009, in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the shares outstanding of each class of the Multi Cap Growth Fund multiplied by the ratio of the net asset value per share of each class of the Multi Cap Growth Fund, as of April 30, 2009, divided by the respective net asset value per share of the respective class of the Mid Cap Growth Fund as of April 30, 2009. The pro forma number of shares outstanding, by class, for the combined Fund consists of the following at April 30, 2009:

Class of Shares	Shares of Mid Cap Growth Fund Pre-Combination	Additional Shares Assumed Issued In Reorganization	Total Outstanding Shares Post-Combination
Class A	2,345,565	1,246,439	3,592,004
Class B	166,027	165,055	331,082
Class Institutional I	11,177,408	605,620	11,783,028

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ADDITIONAL INFORMATION ABOUT THE FUNDS

Management of Target Fund and Acquiring Fund

MTBIA is the investment advisor for Target Fund and Acquiring Fund. The principal business address of MTBIA is 100 East Pratt Street, 15^th Floor, Baltimore, Maryland 21202. As the investment advisor, MTBIA has overall responsibility for directing the investments of Target Fund and Acquiring Fund. As of June 30, 2009, MTBIA managed approximately $20.9 billion in assets.

Investment Advisory Contract

For its services as investment adviser, MTBIA is entitled to an annual advisory fee, which is equal to a percentage of each Fund’s average daily net assets, as set forth below.

Fund	Fee
Target Fund (MTB Multi Cap Growth Fund)	0.70	%
Acquiring Fund (MTB Mid Cap Growth Fund)	0.85	%

If the Reorganization is approved, the resulting combined Fund will retain Acquiring Fund’s management fee structure.

For more information about each of the Funds’ management, please refer to the “Who Manages the Funds?” section of the Prospectuses, which are incorporated herein by reference and to the “Who Manages and Provides Services to the Funds?” section of the Trust’s statement of additional information, which is incorporated by reference into the SAI related to this Prospectus/Proxy Statement. A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement for Target Fund and Acquiring Fund is available in the October 31, 2008 semi-annual report to shareholders.

Target Fund’s Portfolio Managers

Allen J. Ashcroft, Jr., Mark Schultz, CFA, and James Thorne, Ph.D., jointly manage Target Fund. Mr. Ashcroft makes decisions on purchases and sales, and sector and capitalization weightings, on the large cap portion of Target Fund, Mr. Schultz purchases, sells and decides on sector and capitalization weightings on the mid cap portion of Target Fund, and Mr. Thorne makes decisions on purchases and sales as well as sector and capitalization weightings on the small cap portion of Target Fund.

Allen J. Ashcroft, Jr. is an Administrative Vice President and has been Portfolio Manager of MTBIA since 1996 and a Vice President of M&T Bank since April 2003. He was a Vice President of AllFirst Bank from 1995 until its acquisition by M&T Bank on April 1, 2003. Mr. Ashcroft has more than 30 years of experience in investment research and equity analysis. He earned his B.A. from the University of Pittsburgh.

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Mark Schultz, CFA, has been a Senior Portfolio Manager of MTBIA since April 2007, a Vice President and Portfolio Manager of MTBIA since April 2003 and an Administrative Vice President, which he joined as a Vice President of M&T Bank since July 2001. In addition to his portfolio management duties, as an analyst, Mr. Schultz focuses on commercial services and supply companies. Prior to joining M&T Bank, Mr. Schultz worked as a portfolio manager with Caldwell Securities Ltd. in Toronto, Canada from June 1996 to September 1999, and was engaged in the process of becoming a permanent U.S. resident from September 1999 through July 2001. He began his career with Royal Bank of Canada in country risk analysis and multinational corporate banking. Mr. Schultz is a CFA charterholder and received his doctorate in politics from the University of Oxford.

James Thorne, Ph.D., has been a Senior Portfolio Manager of MTBIA since April 2007, and a Vice President and Portfolio Manager of MTBIA since April 2003, concentrating on equity selections as well as economic forecasting in addition to his portfolio management duties. Mr. Thorne has also been an Administrative Vice President, which he joined as a Vice President of M&T Bank since February 2001. From February 1994 through December 2000, he was Portfolio Manager at Caldwell Securities Investment Management. Prior to 1994 Mr. Thorne was a professor at the Schulich School of Business and at Bishop’s University. Mr. Thorne received his Ph.D. in Economics, in the fields of Finance and Industrial Organization from York University in June 1993.

Acquiring Fund’s Portfolio Manager

Mark Schultz, CFA, also manages Acquiring Fund. He purchases, sells and decides on sector and capitalization weightings.

Information about the portfolio managers’ compensation, other accounts managed by these individuals, and their ownership of securities in Acquiring Fund or other funds that they manage is available in the Trust’s SAI which is incorporated by reference into the SAI to this Prospectus/Proxy Statement.

Distribution of Target Fund and Acquiring Fund Shares

ALPS Distributors, Inc. (the “Distributor”), whose address is 1290 Broadway, Suite 1100 Denver, CO 80203, serves as the principal underwriter of Target Fund and Acquiring Fund under a Distribution Agreement with the Trust. The Distributor markets Target Fund and Acquiring Fund shares to institutions or individuals, directly or through a financial intermediary that has an agreement with the Distributor. When the Distributor receives marketing fees and sales charges, it may pay some or all of them to financial intermediaries. The Distributor and its affiliates may pay out of their assets other amounts (including items of material value) to financial intermediaries for marketing and servicing shares. Financial intermediaries include the Advisor and its affiliates. You should consult your financial intermediary to determine what types of compensation it may receive for selling Fund Shares. The Distributor and its affiliates also serve as distributor to other investment companies.

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The Trust has adopted a Rule 12b-1 Plan on behalf of Class A Shares and Class B Shares, which allows it to pay distribution fees to financial intermediaries (which may be paid through the Distributor) at an annual rate of up to 0.25% of the average daily net assets of the Funds’ Class A Shares and up to 0.75% of the average daily net assets of the Funds’ Class B Shares, for the sale, distribution, administration, customer servicing and recordkeeping of these shares. These fees may be paid to the Distributor, MTBIA and their affiliates. In the case of Class B Shares, the Rule 12b-1 Plan may also be used to compensate the Distributor, MTBIA, a sub-advisor, their affiliates or financial intermediaries for commissions advanced on the sale of those shares. The Funds may waive or reduce the maximum amount of Rule 12b-1 fees they pay from time to time in their sole discretion. In addition, a financial intermediary (including the Distributor, MTBIA or their affiliates) may voluntarily waive or reduce any fees to which they may be entitled. Because these shares pay marketing fees on an ongoing basis, a shareholder’s investment cost may be higher over time than other shares with different sales charges and marketing fees.

For more information about the Funds’ distribution, please refer to the “Accounts and Share Information” section of the Prospectuses, which are incorporated herein by reference, and to the “How Are the Funds Sold?” section of the Trust’s statement of additional information.

Financial Highlights

These tables present the Class A, Class B and Institutional I shares financial performance for the past five years for Target Fund and Acquiring Fund. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a fund assuming reinvestment of dividends and capital gains. This information has been derived from the financial statements audited by Ernst & Young, whose report, along with the Funds’ financial statements, is incorporated by reference into the SAI relating to this Prospectus/Proxy Statement. The information provided in the tables below is for a share outstanding throughout each year ended April 30, unless otherwise noted.

TARGET FUND (MULTI CAP GROWTH FUND)

	2009			2008			2007			2006			2005
CLASS A SHARES
Net Asset Value, Beginning of Period	$	18.34		$	18.44		$	16.67		$	14.03		$	13.82
Income (Loss) From Operations:
Net Investment Income (Loss)		0.08	(c)		0.03	(c)		0.01	(c)		(0.00	)(c)(d)		0.01
Net Realized and Unrealized Gain (Loss)		(6.29	)		(0.12	)		1.76			2.66			0.20
Total Income (Loss) From Operations		(6.21	)		(0.09	)		1.77			2.66			0.21

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TARGET FUND (MULTI CAP GROWTH FUND)

Less Distributions From:
Net Investment Income		(0.02	)		—			—			(0.02	)		—
Net Realized Gains		—			(0.01	)		—			—			—
Total Distributions		(0.02	)		(0.01	)		—			(0.02	)		—
Net Asset Value, End of Period	$	12.11		$	18.34		$	18.44		$	16.67		$	14.03
Total Return(a)		(33.84	)%		(0.51	)%		10.62	%		18.95	%		1.52	%
Net Assets, End of Period (000’s omitted)	$	10,429		$	17,199		$	20,035		$	19,561		$	20,121
Ratios to Average Net Assets
Gross Expense		2.33	%		1.95	%		1.70	%		1.57	%		1.58	%
Net Expenses(b)		1.15	%		1.09	%		1.15	%		1.19	%		1.20	%
Net Investment Income (Loss)		0.57	%		0.16	%		0.08	%		(0.03	)%		0.07	%
Portfolio Turnover Rate		180	%		138	%		118	%		124	%		264	%
CLASS B SHARES
Net Asset Value, Beginning of Period	$	17.17		$	17.43		$	15.88		$	13.44		$	13.34
Income (Loss) From Operations:
Net Investment Income (Loss)		(0.03	)(c)		(0.13	)(c)		(0.10	)(c)		(0.11	)		(0.09	)
Net Realized and Unrealized Gain (Loss)		(5.86	)		(0.13	)		1.65			2.55			0.19
Total Income (Loss) From Operations		(5.89	)		(0.26	)		1.55			2.44			0.10

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TARGET FUND (MULTI CAP GROWTH FUND)

	2009			2008			2007			2006			2005
Less Distributions From:
Net Investment Income		—			—			—			—			—
Net Realized Gains		—			—			—			—			—
Total Distributions		—			—			—			—			—
Net Asset Value, End of Period	$	11.28		$	17.17		$	17.43		$	15.88		$	13.44
Total Return(a)		(34.30	)%		(1.49	)%		9.76	%		18.15	%		0.75	%
Net Assets, End of Period (000’s omitted)	$	1,313		$	2,608		$	4,068		$	7,428		$	8,808
Ratios to Average Net Assets
Gross Expense		2.81	%		2.43	%		2.20	%		2.07	%		2.09	%
Net Expenses(b)		1.91	%		1.96	%		1.91	%		1.89	%		1.90	%
Net Investment Income (Loss)		(0.21	)%		(0.72	)%		(0.66	)%		(0.73	)%		(0.63	)%
Portfolio Turnover Rate		180	%		138	%		118	%		124	%		264	%
INSTITUTIONAL I SHARES
Net Asset Value, Beginning of Period	$	18.66		$	18.76		$	16.94		$	14.26		$	14.03
Income (Loss) From Operations:
Net Investment Income		0.10	(c)		0.04	(c)		0.03	(c)		0.02			0.05
Net Realized and Unrealized Gain (Loss)		(6.39	)		(0.13	)		1.79			2.70			0.18
Total Income (Loss) From Operations		(6.29	)		(0.09	)		1.82			2.72			0.23
Less Distributions From:
Net Investment Income		(0.04	)		—			—			(0.04	)		—

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TARGET FUND (MULTI CAP GROWTH FUND)

	2009			2008			2007			2006			2005
Net Realized Gains		—			(0.01	)		—			—			—
Total Distributions		(0.04	)		(0.01	)		—			(0.04	)		—
Net Asset Value, End of Period	$	12.33		$	18.66		$	18.76		$	16.94		$	14.26
Total Return(a)		(33.70	)%		(0.50	)%		10.74	%		19.12	%		1.64	%
Net Assets, End of Period (000’s omitted)	$	5,171		$	10,164		$	19,577		$	32,773		$	51,880
Ratios to Average Net Assets
Gross Expense		2.14	%		1.64	%		1.45	%		1.32	%		1.32	%
Net Expenses(b)		1.00	%		1.05	%		1.04	%		1.03	%		1.04	%
Net Investment Income		0.69	%		0.19	%		0.21	%		0.12	%		0.24	%
Portfolio Turnover Rate		180	%		138	%		118	%		124	%		264	%

(a) Based on net asset value, which does not reflect the sales charge or redemption fee or CDSC, if applicable.

(b) MTBIA and other service providers voluntarily waived or reimbursed a portion of their fees.

(c) Per share numbers have been calculated using the average shares method.

(d) Represents less than $0.01.

ACQUIRING FUND (MID CAP GROWTH FUND)

	2009			2008			2007			2006			2005
CLASS A SHARES
Net Asset Value, Beginning of Period	$	13.43		$	15.05		$	16.29		$	14.06		$	13.49
Income (Loss) From Operations:
Net Investment Income (Loss)(c)		(0.01	)		(0.09	)		(0.07	)		(0.06	)		(0.12	)

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ACQUIRING FUND (MID CAP GROWTH FUND)

	2009			2008			2007			2006			2005
Net Realized and Unrealized Gain (Loss)		(4.74	)		0.74			0.99			4.13			0.92
Total Income (Loss) From Operations		(4.75	)		0.65			0.92			4.07			0.80
Less Distributions From:
Net Investment Income		—			—			—			—			—
Net Realized Gains		(0.31	)		(2.27	)		(2.16	)		(1.84	)		(0.23	)
Total Distributions		(0.31	)		(2.27	)		(2.16	)		(1.84	)		(0.23	)
Net Asset Value, End of Period	$	8.37		$	13.43		$	15.05		$	16.29		$	14.06
Total Return(a)		(34.75	)%		4.48	%		6.64	%		30.27	%		5.83	%
Net Assets, End of Period (000’s omitted)	$	19,638		$	6,314		$	6,930		$	7,734		$	6,317
Ratios to Average Net Assets
Gross Expense		1.59	%		1.66	%		1.64	%		1.61	%		1.63	%
Net Expenses(b)		1.08	%		1.25	%		1.29	%		1.29	%		1.29	%
Net Investment Income (Loss)		(0.10	)%		(0.60	)%		(0.51	)%		(0.41	)%		(0.86	)%
Portfolio Turnover Rate		90	%		58	%		75	%		79	%		52	%
CLASS B SHARES
Net Asset Value, Beginning of Period	$	12.90		$	14.65		$	16.02		$	13.96		$	13.50
Income (Loss) From Operations:
Net Investment Income (Loss)(c)		(0.06	)		(0.19	)		(0.18	)		(0.18	)		(0.23	)
Net Realized and Unrealized Gain (Loss)		(4.57	)		0.71			0.97			4.08			0.92

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ACQUIRING FUND (MID CAP GROWTH FUND)

	2009			2008			2007			2006			2005
Total Income (Loss) From Operations		(4.63	)		0.52			0.79			3.90			0.69
Less Distributions From:
Net Investment Income		—			—			—			—			—
Net Realized Gains		(0.31	)		(2.27	)		(2.16	)		(1.84	)		(0.23	)
Total Distributions		(0.31	)		(2.27	)		(2.16	)		(1.84	)		(0.23	)
Net Asset Value, End of Period	$	7.96		$	12.90		$	14.65		$	16.02		$	13.96
Total Return(a)		(35.26	)%		3.67	%		5.91	%		29.23	%		5.01	%
Net Assets, End of Period (000’s omitted)	$	1,321		$	528		$	646		$	647		$	312
Ratios to Average Net Assets
Gross Expense		2.11	%		2.05	%		2.13	%		2.12	%		2.13	%
Net Expenses(b)		1.83	%		1.90	%		2.04	%		2.05	%		2.05	%
Net Investment Income (Loss)		(0.80	)%		(1.35	)%		(1.26	)%		(1.14	)%		(1.62	)%
Portfolio Turnover Rate		90	%		58	%		75	%		79	%		52	%
INSTITUTIONAL I SHARES
Net Asset Value, Beginning of Period	$	13.66		$	15.25		$	16.45		$	14.17		$	13.57
Income (Loss) From Operations
Net Investment Income (Loss)(c)		0.02			(0.07	)		(0.05	)		(0.04	)		(0.10	)
Net Realized and Unrealized Gain (Loss)		(4.83	)		0.75			1.01			4.16			0.93
Total Income (Loss) From Operations		(4.81	)		0.68			0.96			4.12			0.83
Less Distributions From:

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ACQUIRING FUND (MID CAP GROWTH FUND)

	2009			2008			2007			2006			2005
Net Investment Income		—						—			—			—
Net Realized Gains		(0.31	)		(2.27	)		(2.16	)		(1.84	)		(0.23	)
Total Distributions		(0.31	)		(2.27	)		(2.16	)		(1.84	)		(0.23	)
Net Asset Value, End of Period	$	8.54		$	13.66		$	15.25		$	16.45		$	14.17
Total Return(a)		(34.60	)%		4.63	%		6.83	%		30.39	%		6.02	%
Net Assets, End of Period (000’s omitted)	$	95,447		$	68,987		$	53,180		$	81,759		$	75,904
Ratios to Average Net Assets
Gross Expense		1.39	%		1.41	%		1.39	%		1.36	%		1.38	%
Net Expenses(b)		0.94	%		1.11	%		1.14	%		1.13	%		1.13	%
Net Investment Income (Loss)		0.18	%		(0.49	)%		(0.35	)%		(0.25	)%		(0.70	)%
Portfolio Turnover Rate		90	%		58	%		75	%		79	%		52	%

(a) Based on net asset value, which does not reflect the sales charge or redemption fee or CDSC, if applicable.

(b) The investment manager and other service providers voluntarily waived or reimbursed a portion of their fees.

(c) Per share numbers have been calculated using the average shares method.

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VOTING INFORMATION

This Prospectus/Proxy Statement is furnished in connection with a solicitation of proxies by, and on behalf of, the Board, to be used at the Meeting. This Prospectus/Proxy Statement, along with a Notice of the Meeting and a proxy card, is first being mailed to shareholders of Target Fund on or about [November 6], 2009. Only shareholders of record as of the close of business on the Record Date, October 20, 2009, will be entitled to notice of, and to vote at, the Meeting. If the enclosed form of proxy card is properly executed and returned in time to be voted at the Meeting, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. Unmarked but properly executed proxy cards will be voted FOR the proposed Reorganization and FOR any other matters deemed appropriate.

You can vote in any one of four ways:

• By mail, with the enclosed proxy card;

• In person at the Meeting;

• By telephone; or

• By internet.

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE

1. Read the Prospectus/Proxy Statement, and have your proxy card handy.

2. Call the toll-free number indicated on your proxy card.

3. Enter the 12 digit control number found on the front of your proxy card.

4. Follow the recorded instructions to cast your vote.

INSTRUCTIONS FOR VOTING BY INTERNET

1. Read the Prospectus/Proxy Statement, and have your proxy card handy.

2. Go to the website indicated on your proxy card.

3. Enter the 12 digit control number found on the front of your proxy card.

4. Follow the recorded instructions to cast your vote.

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We encourage you to vote by telephone or internet by using the control number that appears on your enclosed proxy card. Use of telephone and internet voting will reduce the time and costs associated with this proxy solicitation.

A shareholder signing and returning a proxy has the power to revoke it at any time before it is exercised: (i) by sending a written notice of revocation to Broadridge Financial Solutions, Inc., at the following address: 51 Mercedes Way, Edgewood, New York 11717; (ii) by returning a duly executed proxy with a later date before the time of the Meeting, or (iii) if a shareholder has executed a proxy but is present at the Meeting and wishes to vote in person, by notifying the Secretary of the Trust (without complying with any formalities) at any time before it is voted. Being present at the Meeting alone does not revoke a previously executed and returned proxy. Unless revoked, all valid and executed proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, FOR approval of the Plan and the Reorganization contemplated thereby.

Solicitation of Votes

In addition to the mailing of this Prospectus/Proxy Statement, proxies may be solicited by telephone or in person by the Trustees, officers of the Trust, by personnel of MTBIA, the Funds’ administrator or distributor, and personnel of the Funds’ transfer agent, or by broker-dealer firms.

Broadridge Financial Solutions, Inc., a professional proxy solicitation firm (the “Solicitor”), has been engaged to assist in the solicitation of proxies, at an estimated cost of approximately $22,000. It is expected that the solicitation will be primarily by mail. As the date of the Meeting approaches, however, certain Target Fund shareholders may receive a telephone call from a representative of the Solicitor if their votes have not yet been received. Authorization to permit the Solicitor to execute proxies may be obtained by telephonic instructions from shareholders of Target Fund. Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below. The Trustees believe that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.

In all cases where a telephonic proxy is solicited, the Solicitor representative is required to ask for each shareholder’s full name and address and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Solicitor representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information provided by the person corresponds to the information that the Solicitor has, then the Solicitor representative may ask for the shareholder’s instructions on the proposal described in this Prospectus/Proxy Statement. Although the Solicitor representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than by reading any recommendation set forth in this Prospectus/Proxy Statement. The Solicitor representative will record the shareholder’s instructions on the proxy card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call the Solicitor immediately if his or her instructions are not correctly reflected in the confirmation.

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If a shareholder wishes to participate in the Meeting, but does not wish to give a proxy by telephone, the shareholder may still submit the proxy card originally sent with this Prospectus/Proxy Statement or attend the Meeting in person.

Target Fund will request broker-dealer firms, custodians, nominees, and fiduciaries to forward proxy material to the beneficial owners of the shares of record. Such broker-dealer firms, custodians, nominees, and fiduciaries may be reimbursed for their reasonable expenses incurred in connection with such proxy solicitation. In addition, certain officers and representatives of MTBIA or its affiliates, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram, or personally.

Quorum and Voting Requirements

Holders of at least one-third of the total number of shares of Target Fund outstanding as of the Record Date, present in person or by proxy, shall constitute a quorum for the purpose of voting on the proposal. Approval of the proposal requires the affirmative vote of a 1940 Act Majority.

Effect of Abstention and Broker “Non-Votes”

For purposes of determining the presence of a quorum for transacting business at the Meeting, executed proxies marked as abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present for quorum purposes but which have not been voted. Such instructions will have the same effect as that of a vote against approval of the Plan, because approval requires the affirmative vote of a 1940 Act Majority.

Adjournment

If a quorum is not present in person or by proxy at the time the Meeting is called to order, the persons named as proxies may vote those proxies that have been received to adjourn the Meeting to a later date. If a quorum is present but there are not sufficient votes in favor of the Plan, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies concerning the Plan. Any adjournment will require the affirmative vote of a majority of Target Fund’s shares present at the Meeting. If an adjournment of the Meeting is proposed because there are not sufficient votes in favor of the Plan, the persons named as proxies will vote their proxies as they deem appropriate under the circumstances.

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Other Matters

The Board does not intend to bring any matters before the Meeting other than those described in this Prospectus/Proxy Statement. The Trustees are not aware of any other matters to be brought before the Meeting by others. If any other matter legally comes before the Meeting, proxies for which discretion has been granted will be voted in accordance with the views of management.

Future Shareholder Proposals

You may request inclusion in the Trust’s proxy statement for shareholder meetings certain proposals for action which you intend to introduce at such meeting. Any shareholder proposals must be presented a reasonable time before the proxy materials for the next meeting are sent to shareholders. The submission of a proposal does not guarantee its inclusion in the proxy statement and is subject to limitations under the federal securities laws. The Trust is not required to hold regular meetings of shareholders, and in order to minimize its costs, does not intend to hold meetings of the shareholders unless so required by applicable law, regulation, regulatory policy, or unless otherwise deemed advisable by the Board. Therefore, it is not practicable to specify a date by which proposals must be received in order to be incorporated in an upcoming proxy statement for a meeting of shareholders.

Record Date and Outstanding Shares

Target Fund

Only shareholders of record of Target Fund at the close of business on the Record Date are entitled to notice of and to vote at the Meeting and at any postponement or adjournment thereof.

The following table shows the number of shares of each class and the total number of outstanding shares of Target Fund as of August 31, 2009:

Target Fund	Shares
MTB Multi Cap Growth Fund – Class A shares	854,300.926
MTB Multi Cap Growth Fund – Class B shares	89,629.163
MTB Multi Cap Growth Fund – Institutional I shares	412,529.598
Total	1,356,459.687

As of September 10, 2009, the current officers and Trustees of the Trust in the aggregate beneficially owned less than 1% of the Class A, Class B, and Institutional I shares of Target Fund.

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As of August 19, 2009, no Target Fund Class A or Class B shareholders owned of record or beneficially 5% or more of the outstanding shares of the class. As of August 19, 2009, the following persons owned of record or beneficially 5% or more of the outstanding Institutional I shares of Target Fund:

Target Fund - Institutional I shares	No. of Shares	Percent of the Class Total Assets Held by Shareholder
SEI Private Trust Co. One Freedom Valley Drive Oaks, Pennsylvania 19456	39,201.0470	9.52	%
SEI Private Trust Co. One Freedom Valley Drive Oaks, Pennsylvania 19456	50,990.8120	12.38	%
MG Trust Company Cust. FBO The Phoenix Forge Group 401(k) Savings Plan 700 17th Street Denver, Colorado 80202	25,713.7140	6.24	%
MG Trust Company Cust. FBO Herley Industries Sav. & Inv. 700 17th Street Denver, Colorado 80202	248,184.8990	60.24	%

Acquiring Fund

The following table shows the number of shares of each class and the total number of outstanding shares of Acquiring Fund as of August 31, 2009:

Fund	Shares
MTB Mid Cap Growth Fund – Class A shares	2,331,048.909
MTB Mid Cap Growth Fund – Class B shares	142,214.125
MTB Mid Cap Growth Fund – Institutional I shares	11,192,264.648
Total	13,665,527.682

As of September 10, 2009, the current officers and Trustees of the Trust in the aggregate beneficially owned less than 1% of the Class A, Class B, and Institutional I shares of Acquiring Fund.

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As of August 19, 2009, no Acquiring Fund Class A or Class B shareholders owned of record or beneficially 5% or more of the outstanding shares of the class. As of August 19, 2009, the following persons owned of record or beneficially 5% or more of the outstanding shares of the class identified of Acquiring Fund:

Acquiring Fund - Institutional I shares	No. of Shares	Percent of the Class Total Assets Held by the Shareholder
T Rowe Price Retirement Plan 4515 Painters Mill Road Owings Mills, Maryland 21117	4,250,474.9800	38.17	%
SEI Private Trust Co. One Freedom Valley Drive Oaks, Pennsylvania 19456	1,234,086.7510	11.08	%
SEI Private Trust Co. One Freedom Valley Drive Oaks, Pennsylvania 19456	2,924,620.0750	26.26	%

The votes of the shareholders of Acquiring Fund are not being solicited since their approval or consent is not necessary for the Reorganization to take place.

Information About the Funds

Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and certain other federal securities statutes, and files reports and other information with the SEC. Proxy materials, reports and other information filed by the Trust can be inspected and copied at the Public Reference Facilities maintained by the SEC at 100 F Street NE, Room 1580, Washington, DC 20549. The SEC maintains a web site (at http://www.sec.gov) which contains other information about the Trust.

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APPENDIX TO PROSPECTUS/PROXY STATEMENT

Appendix A Form of Plan of Reorganization

Appendix A

PLAN OF REORGANIZATION

THIS PLAN OF REORGANIZATION is made as of                     , 2009 (the ‘‘Plan’’) by MTB Group of Funds, a Delaware statutory trust, with its principal place of business at 100 East Pratt Street, Baltimore, MD 21202 (‘‘MTB Trust” or the “Trust”), on behalf of its series, MTB Mid Cap Growth Fund (“Acquiring Fund”) and MTB Multi Cap Growth Fund (“Acquired Fund” and, together with Acquiring Fund, the “Funds”).

This Plan is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368 of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder. The reorganization will consist of: (i) the transfer of all of the assets of each class of Acquired Fund shares in exchange for the corresponding class of shares of Acquiring Fund (“Acquiring Fund Shares”); (ii) the distribution of each class of Acquiring Fund Shares to the holders of the corresponding class of shares of Acquired Fund and (iii) the liquidation of Acquired Fund as provided herein, all upon the terms and conditions set forth in this Plan (the “Reorganization”).

WHEREAS, Acquiring Fund and Acquired Fund are separate series of MTB Trust and MTB Trust is an open-end, registered management investment company and Acquired Fund owns securities that generally are assets of the character in which Acquiring Fund is permitted to invest;

WHEREAS, Acquiring Fund and Acquired Fund are each authorized to issue their shares of beneficial interest;

WHEREAS, the Trustees of MTB Trust have determined that the Reorganization, with respect to Acquiring Fund, is in the best interests of Acquiring Fund and that the interests of the existing shareholders of Acquiring Fund will not be diluted as a result of the Reorganization; and

WHEREAS, the Trustees of MTB Trust have determined that the Reorganization, with respect to Acquired Fund, is in the best interests of Acquired Fund and that the interests of the existing shareholders of Acquired Fund will not be diluted as a result of the Reorganization;

NOW, THEREFORE, in order to consummate the Reorganization and in consideration of the premises and of the covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:

ARTICLE I: TRANSFER OF ASSETS OF ACQUIRED FUND IN EXCHANGE FOR ACQUIRING

FUND SHARES AND LIQUIDATION OF ACQUIRED FUND

1.1 THE EXCHANGE. Subject to the terms and conditions contained herein and on the basis of the representations and warranties of Acquiring Fund contained herein, Acquired Fund agrees to sell, convey, transfer and deliver all of its assets, as set forth in paragraph 1.2, to Acquiring Fund. In exchange, Acquiring Fund agrees to deliver to Acquired Fund the number of full and fractional Acquiring Fund Shares, determined, with respect to each class of shares of Acquired Fund and the corresponding class of shares of Acquiring Fund, by (a) multiplying the shares outstanding of Acquired Fund by (b) the ratio computed by dividing (x) the net asset value per share of Acquired Fund by (y) the net asset value per share of Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2. Holders of each class of shares of Acquired Fund will receive shares of the corresponding class of Acquiring Fund. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.

1.2 ASSETS TO BE ACQUIRED. The assets of Acquired Fund to be acquired by Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivable, stock splits, settlement rights and payments, including any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and any and all resulting recoveries, free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders’ rights of redemption) owned by Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of Acquired Fund on the Closing Date (as defined in paragraph 3.1), except for cash, bank deposits, or cash equivalent

securities in an estimated amount necessary (1) to discharge all of Acquired Fund’s liabilities on its books on the Closing Date including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to, and through, the Closing Date and (2) to pay such contingent liabilities as the trustees of the Trust shall reasonably deem to exist against Acquired Fund, if any, on the Closing Date, for which contingent and other appropriate liability reserves shall be established on the books of Acquired Fund.

Acquired Fund has provided Acquiring Fund with its most recent audited financial statements, which contain a list of all of Acquired Fund’s assets as of the date of such statements. Acquired Fund hereby represents that as of the date of the execution of this Plan, there have been no changes in its financial position as reflected in such financial statements other than those occurring in the ordinary course of business in connection with the purchase and sale of securities, the issuance and redemption of Acquired Fund shares and the payment of normal operating expenses, dividends and capital gains distributions.

1.3 LIABILITIES TO BE DISCHARGED. Acquired Fund will discharge all of its liabilities and obligations prior to the Closing Date (as defined in paragraph 3.1). In no event will Acquiring Fund assume or otherwise be responsible for any liabilities of Acquired Fund.

1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable: (a) Acquired Fund will distribute in complete liquidation of Acquired Fund, pro rata to its shareholders of record, all of Acquiring Fund Shares received by Acquired Fund pursuant to paragraph 1.1, determined as of the close of business on the Closing Date (the “Acquired Fund Shareholders”); and (b) Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of Acquired Fund on the books of Acquiring Fund to open accounts on the share records of Acquiring Fund in the name of Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of Acquired Fund (the “Acquired Fund Shares”) will simultaneously be canceled on the books of Acquired Fund and shall no longer evidence ownership thereof. Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, Acquired Fund shall not conduct any business except in connection with its termination. Fractional shares of beneficial interest of Acquiring Fund shall be carried to the third decimal place.

1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown on the books of Acquiring Fund’s transfer agent. Acquiring Fund Shares will be issued simultaneously to Acquired Fund, in an amount equal in value to the aggregate net asset value of each class of shares of Acquired Fund Shares, to be distributed to Acquired Fund Shareholders.

1.6 TRANSFER TAXES. Any transfer taxes payable upon the issuance of Acquiring Fund Shares in a name other than the registered holder of Acquired Fund Shares on the books of Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.

1.7 REPORTING RESPONSIBILITY. Any reporting responsibility of Acquired Fund is and shall remain the responsibility of Acquired Fund.

1.8 TERMINATION. Acquired Fund shall be terminated promptly following the Closing Date and the making of all distributions pursuant to paragraph 1.4.

1.9 BOOKS AND RECORDS. All books and records of Acquired Fund, including all books and records required to be maintained under the Investment Company Act of 1940 (the “1940 Act”), and the rules and regulations thereunder, shall be available to Acquiring Fund from and after the Closing Date and shall be turned over to Acquiring Fund as soon as practicable following the Closing Date.

1.10. UNPAID DIVIDENDS AND DISTRIBUTIONS. On the Closing Date (as defined in paragraph 3.1), each Acquired Fund Shareholder as of the record date (the “Distribution Record Date”) with respect to any unpaid dividends and other distributions that were declared prior to the Closing Date shall have the right to receive such unpaid dividends and distributions with respect to the shares of Acquired Fund that such person had on the Distribution Record Date.

ARTICLE II: VALUATION

2.1 VALUATION OF ASSETS. The value of Acquired Fund’s assets to be acquired by Acquiring Fund hereunder shall be the value of such assets at the closing on the Closing Date, using the valuation procedures set forth in MTB Trust’s Amended and Restated Agreement and Declaration of Trust (the “Trust Instrument”), Acquiring Fund’s then current Prospectus and Statement of Additional Information, and MTB Trust’s Pricing Committee Procedures, or such other valuation procedures as shall be mutually agreed upon by the parties.

2.2 VALUATION OF SHARES. The net asset value per share of each class of Acquiring Fund Shares shall be the net asset value per share computed at the closing on the Closing Date, determined to the nearest full cent, using the valuation procedures set forth in the Trust Instrument, Acquiring Fund’s then current Prospectus and Statement of Additional Information, and MTB Trust’s Pricing Committee Procedures, or such other valuation procedures as shall be mutually agreed upon by the parties.

2.3 SHARES TO BE ISSUED. The number of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for Acquired Fund’s assets, shall be determined, with respect to each class of shares of Acquired Fund and each corresponding class of shares of Acquiring Fund, by (a) multiplying the shares outstanding of Acquired Fund by (b) the ratio computed by (x) dividing the net asset value per share of Acquired Fund by (y) the net asset value per share of Acquiring Fund determined in accordance with paragraph 2.2.

2.4 DETERMINATION OF VALUE. All computations of value shall be made by The Bank of New York Mellon, on behalf of Acquiring Fund and Acquired Fund.

ARTICLE III: CLOSING AND CLOSING DATE

3.1 CLOSING DATE. The closing shall occur on or about January 15, 2010, or such other date(s) as the parties may agree to (the “Closing Date”). All acts taking place at the closing shall be deemed to take place at 4:00 p.m. Eastern Time on the Closing Date unless otherwise provided herein. The closing shall be held at the offices of MTB Trust, or at such other time and/or place as the parties may agree.

3.2 CUSTODIAN’S CERTIFICATE. Acquired Fund shall cause its custodian (the “Custodian”) to deliver on the Closing Date a certificate of an authorized officer stating that: (a) Acquired Fund’s portfolio securities, cash, and any other assets have been delivered in proper form to Acquiring Fund on the Closing Date; and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by Acquired Fund.

3.3 EFFECT OF SUSPENSION IN TRADING. In the event that on the scheduled Closing Date, either: (a) the NYSE or another primary exchange on which the portfolio securities of Acquiring Fund or Acquired Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of Acquiring Fund or Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading is fully resumed and reporting is restored, or to such other date(s) as the parties may agree.

3.4 TRANSFER AGENT’S CERTIFICATE. Acquired Fund shall cause ALPS Fund Services, Inc. (“ALPS”), as transfer agent for Acquired Fund as of the Closing Date, to deliver at the closing a certificate of an authorized officer stating that its records contain the names and addresses of Acquired Fund Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing Date. Acquiring Fund shall issue and deliver or cause ALPS, its transfer agent, to issue and deliver a confirmation evidencing Acquiring Fund Shares to be credited on the Closing Date to the Secretary of MTB Trust or provide evidence satisfactory to Acquired Fund that Acquiring Fund Shares have been credited to Acquired Fund’s account on the books of Acquiring Fund. On the Closing Date, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts and other documents, if any, as such other party or its counsel may reasonably request.

ARTICLE IV: REPRESENTATIONS AND WARRANTIES

4.1 NECESSARY FINDINGS OF FACT BY THE MTB TRUST ON BEHALF OF ACQUIRED FUND AND ACQUIRING FUND:

(a) Each Fund is a legally designated, separate series of a statutory trust duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) MTB Trust is duly registered as an open-end management investment company under the 1940 Act, and MTB Trust’s registration with the Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act is in full force and effect as of the date hereof and will be in full force and effect as of the Closing Date.

(c) The current Prospectus and Statement of Additional Information of each Fund conform in all material respects to the applicable requirements of the Securities Act of 1933 (the “1933 Act’’) and the 1940 Act, and the rules and regulations. All of the shares of Acquired Fund and Acquiring Fund sold were sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exception for the purpose of raising initial capital or obtaining any required initial shareholder approvals. The Prospectus and Statement of Additional Information of each Fund, as well as the proxy statement pursuant to which approval of Acquired Fund’s shareholders will be sought, shall not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) The books and records of Acquired Fund, including FIN 48 work papers and supporting statements (“FIN 48 Workpapers”), made available to Acquiring Fund are true and correct in all material respects and contain no material omissions with respect to the business and operations of Acquired Fund. The books and records of Acquiring Fund, including FIN 48 Workpapers, made available to Acquired Fund are true and correct in all material respects and contain no material omissions with respect to the business and operations of Acquiring Fund.

(e) The execution, delivery, and performance of this Plan on behalf of each Fund (subject to Acquired Fund Shareholder approval) will not result in the violation of any provision of MTB Trust’s Trust Instrument or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which either is a party or by which it is bound.

(f) Acquired Fund has no material contracts or other commitments (other than this Plan) that will be terminated with liability to it before the Closing Date, except for liabilities, if any, to be discharged as provided in paragraph 1.3 hereof.

(g) Except as otherwise disclosed in writing to and accepted by the relevant Fund, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against either Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business, or the ability of the Fund to carry out the transactions contemplated by this Plan. Neither Fund knows of any facts that might form the basis for the institution of such proceedings and neither Fund is a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that could materially and adversely affect its business or its ability to consummate the transactions contemplated herein. Neither Fund is charged with, or to its knowledge, threatened with, any violation or investigation of any possible violation of any provision of any federal, state or local law or regulation or administrative ruling relating to any aspect of its business.

(h) The audited financial statements of each Fund as of April 30, 2009, and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles, and such statements fairly reflect the financial condition of each Fund as of such date, and there are no known contingent liabilities of either Fund as of such date that are not disclosed in such statements.

(i) [Intentionally omitted].

(j) The statement of assets and liabilities of Acquired Fund and Acquiring Fund to be furnished by MTB Trust as of the Closing Date for the purpose of determining the number of shares of beneficial interest of Acquiring Fund to be issued pursuant to Article I hereof will accurately reflect the net assets of Acquired Fund and Acquiring Fund and their outstanding shares of beneficial interest as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.

(k) Since the date of the financial statements referred to in paragraph (h) above, there have been no material adverse changes in either Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by either Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by MTB Trust on behalf of the relevant Fund. For the purposes of this paragraph (k), a decline in the net asset value of Acquired Fund shall not constitute a material adverse change.

(l) It has duly and timely filed, on behalf of Acquired Fund and Acquiring Fund, as appropriate, all Tax (as defined below) returns and reports (including information returns), which are required to be filed by Acquired Fund or Acquiring Fund, and all such returns and reports accurately state the amount of Tax owed for the periods covered by the returns, or, in the case of information returns, the amount and character of income required to be reported by Acquired Fund or Acquiring Fund. On behalf of Acquired Fund or Acquiring Fund, as appropriate, it has paid or made provision and properly accounted for all Taxes (as defined below) due or properly shown to be due on such returns and reports. The amounts set up as provisions for Taxes in the books and records of Acquired Fund or Acquiring Fund, as appropriate, as of the Closing Date will, to the extent required by generally accepted accounting principles, be sufficient for the payment of all Taxes of any kind, whether accrued, due, absolute, contingent or otherwise, which were or which may be payable by Acquired Fund or Acquiring Fund, as appropriate, for any periods or fiscal years prior to and including the Closing Date, including all Taxes imposed before or after the Closing Date that are attributable to any such period or fiscal year. To the best of MTB Trust’s knowledge, no return filed by it, on behalf of Acquired Fund or Acquiring Fund, as appropriate, is currently being audited by the Internal Revenue Service or by any state or local taxing authority. As used in this Plan, “Tax” or “Taxes” means all federal, state, local and foreign (whether imposed by a country or political subdivision or authority thereunder) income, gross receipts, excise, sales, use, value added, employment, franchise, profits, property, ad valorem or other taxes, stamp taxes and duties, fees, assessments or charges, whether payable directly or by withholding, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority (foreign or domestic) with respect thereto. To its knowledge, there are no levies, liens or encumbrances relating to Taxes existing, threatened or pending with respect to the assets of Acquired Fund or Acquiring Fund, as appropriate. There are no known actual or proposed deficiency assessments with respect to any Taxes payable by the Trust.

(m) All issued and outstanding shares of each Fund are duly and validly issued and outstanding, fully paid and non-assessable by the Fund. All of the issued and outstanding shares of Acquired Fund will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of Acquired Fund’s transfer agent as provided in paragraph 3.4. Neither Fund has any outstanding options, warrants, or other rights to subscribe for or purchase any of its shares, and has no outstanding securities convertible into any of its shares. Acquired Fund and Acquiring Fund are each authorized to issue an unlimited number of shares of beneficial interest, with no par value.

(n) At the Closing Date, Acquired Fund will have good and marketable title to Acquired Fund’s assets to be transferred to Acquiring Fund pursuant to paragraph 1.2, and full right, power, and authority to sell, assign, transfer, and deliver such assets hereunder, free of any lien or other encumbrance, except those liens or encumbrances to which Acquiring Fund has received notice, and, upon delivery and payment for such assets, and the filing of any articles, certificates or other documents under the laws of the state of Delaware, Acquiring Fund will acquire good and marketable title, subject to no restrictions on the full transfer of such assets, other than such restrictions as might arise under the 1933 Act, and such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto, and other than as disclosed to and accepted by Acquiring Fund.

(o) Acquired Fund does not have any unauthorized or unpaid organizational fees or expenses.

(p) Acquiring Fund Shares to be issued and delivered to Acquired Fund for the accounts of Acquired Fund Shareholders pursuant to the terms of this Plan will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable.

(q) MTB Trust has the necessary trust power and trust authority to conduct its business and the business of Acquiring Fund and Acquired Fund as such businesses are now being conducted. MTB Trust has full trust power and trust authority to enter into and perform its obligations under this Plan. The execution, delivery and performance of this Plan have been duly authorized by all necessary action on the part of each Fund. Subject to approval by Acquired Fund Shareholders, this Plan constitutes a legally valid

and binding obligation of each Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, arrangement among creditors, fraudulent transfer or conveyance and other laws relating to or affecting creditors’ rights and to general equity principles.

(r) The information to be furnished by each Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations.

(s) From the effective date of the Registration Statement (as defined in paragraph 5.7), through the time of the meeting of Acquired Fund Shareholders and on the Closing Date, any written information furnished by MTB Trust with respect to each Fund for use in the Proxy Materials (as defined in paragraph 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

(t) Acquired Fund has elected to qualify and has qualified as a “regulated investment company” under Subchapter M of the Code (a ‘‘RIC’’), as of and since its first taxable year; is a “fund” as defined in Section 851(g)(2) of the Code; has been a RIC under the Code at all times since the end of its first taxable year when it so qualified; and qualifies and will continue to qualify as a RIC under the Code for its taxable year ending upon its liquidation, and the consummation of the transactions contemplated by this Plan will not cause it to fail to be qualified as a RIC as of the Closing Date.

(u) Acquiring Fund has elected to qualify and has qualified as a RIC under Subchapter M of the Code as of and since its first taxable year; is a “fund” as deemed in Section 851(g)(2) of the Code; has been a RIC under the Code at all times since the end of its first taxable year when it so qualified; and qualifies and shall continue to qualify as a RIC under the Code for its current taxable year and the consummation of the transactions contemplated by this Plan will not cause it to fail to be qualified as a RIC as of the Closing Date

(v) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934 (the “1934 Act”), the 1940 Act or Delaware law for the execution of this Plan by MTB Trust, for itself and on behalf of each Fund, except for the effectiveness of the Registration Statement, and the filing of any articles, certificates or other documents that may be required under Delaware law, and except for such other consents, approvals, authorizations and filings as have been made or received, and such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date, it being understood, however, that this Plan and the transactions contemplated herein must be approved by the shareholders of Acquired Fund as described in paragraph 5.2.

(w) On the Closing Date, each class of shares of beneficial interest of Acquiring Fund to be issued pursuant to this Plan will be eligible for offering to the public in those states of the United States and jurisdictions in which the corresponding class of shares of Acquired Fund are presently eligible for offering to the public, and there are an unlimited number of shares registered under the 1933 Act such that there is a sufficient number of such shares to permit the transfers contemplated by this Plan to be consummated.

(x) Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

ARTICLE V: COVENANTS OF ACQUIRING FUND AND ACQUIRED FUND

5.1 OPERATION IN ORDINARY COURSE. Each Fund will operate its respective business in the ordinary course between the date of this Plan and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

5.2 APPROVAL OF SHAREHOLDERS. The Board of Trustees of MTB Trust will call a special meeting of Acquired Fund Shareholders to consider and act upon this Plan and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

5.3 INVESTMENT REPRESENTATION. Acquired Fund covenants that Acquiring Fund Shares to be issued pursuant to this Plan are not being acquired for the purpose of making any distribution, other than in connection with the Reorganization and in accordance with the terms of this Plan.

5.4 ADDITIONAL INFORMATION. Acquired Fund will assist Acquiring Fund in obtaining such information as Acquiring Fund reasonably requests concerning the beneficial ownership of Acquired Fund’s shares.

5.5 FURTHER ACTION. Subject to the provisions of this Plan, each Fund will take or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Plan, including any actions required to be taken after the Closing Date.

5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within sixty days after the Closing Date, Acquired Fund shall furnish Acquiring Fund, in such form as is reasonably satisfactory to Acquiring Fund, a statement of the earnings and profits of Acquired Fund for federal income tax purposes that will be carried over by Acquiring Fund as a result of Section 381 of the Code, and which will be certified by MTB Trust’s Treasurer.

5.7 PREPARATION OF REGISTRATION STATEMENT AND SCHEDULE 14A PROXY STATEMENT. MTB Trust will prepare and file with the Commission a registration statement on Form N-14 relating to Acquiring Fund Shares to be issued to shareholders of Acquired Fund (the “Registration Statement”). The Registration Statement on Form N-14 shall include a proxy statement of Acquired Fund and a Prospectus of Acquiring Fund relating to the transactions contemplated by this Plan. The Registration Statement shall be in compliance in all material respects with the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations promulgated thereunder as applicable. The Registration Statement will not contain untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the Registration Statement becomes effective, at the time of Acquired Fund’s shareholders’ meeting, and on the Closing Date, the prospectus and statement of additional information included in the Registration Statement did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Fund will provide the other party with the materials and information necessary to prepare the registration statement on Form N-14 (the “Proxy Materials”), for inclusion therein, in connection with the meeting of Acquired Fund’s Shareholders to consider the approval of this Plan and the transactions contemplated herein.

5.8 SHARES OF BENEFICIAL INTEREST. The shares of beneficial interest of Acquiring Fund to be issued and delivered to Acquired Fund pursuant to the terms of Article I hereof shall have been duly authorized as of the Closing Date and, when so issued and delivered, shall be registered under the 1933 Act, validly issued and fully paid and non-assessable, and no shareholder of Acquiring Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof other than any rights created pursuant to this Plan.

5.9 TAX RETURNS. Each Fund covenants that by the Closing Date, all federal and other Tax returns and reports required by law to be filed on or before such date shall have been filed and all federal and other Taxes shown as due on said returns either shall have been paid or adequate liability reserves shall have been provided for the payment of such Taxes.

ARTICLE VI: CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRED FUND

The obligations of Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by Acquiring Fund of all the obligations to be performed by Acquiring Fund pursuant to this Plan on or before the Closing Date, and, in addition, subject to the following conditions:

6.1 All representations and warranties of Acquiring Fund contained in this Plan shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date and all covenants and obligations of Acquiring Fund contained in this Plan shall have been complied with in all material respects as of the Closing Date. Acquiring Fund shall have delivered to Acquired Fund a certificate executed in Acquiring Fund’s name by MTB Trust’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to Acquired Fund and dated as of the Closing Date, to such effect and as to such other matters as Acquired Fund shall reasonably request.

6.2 PAYMENT OF DIVIDENDS AND CAPITAL GAINS. Acquired Fund shall have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders all of Acquired Fund’s investment company taxable income (computed without regard to any deduction for dividends paid), if any, plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods or years ending on or before the Closing Date, and all of its net capital gains realized (after reduction for any capital loss carry forward), if any, in all taxable periods or years ending on or before the Closing Date.

ARTICLE VII: CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND

The obligations of Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by Acquired Fund of all the obligations to be performed by Acquired Fund pursuant to this Plan, on or before the Closing Date and, in addition, shall be subject to the following conditions:

7.1 All representations and warranties of Acquired Fund contained in this Plan shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date and all covenants of Acquired Fund contained in this Plan shall have been complied with in all material respects as of the Closing Date. Acquired Fund shall have delivered to Acquiring Fund on such Closing Date a certificate executed in Acquired Fund’s name by MTB Trust’s President or Vice President and Treasurer or Assistant Treasurer, in form and substance satisfactory to Acquiring Fund and dated as of such Closing Date, to such effect and as to such other matters as Acquiring Fund shall reasonably request.

7.2 Acquired Fund shall have delivered to Acquiring Fund a statement of Acquired Fund’s assets and liabilities, together with a list of Acquired Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of MTB Trust.

ARTICLE VIII: FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE

ACQUIRING FUND AND ACQUIRED FUND

If any of the conditions set forth below do not exist on or before the Closing Date with respect to either Acquired Fund or Acquiring Fund, the other party to this Plan shall, at its option, not be required to consummate the transactions contemplated by this Plan:

8.1 This Plan and the transactions contemplated herein, with respect to Acquired Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of Acquired Fund in accordance with applicable law and the provisions of MTB Trust’s Trust Instrument and By-Laws. Certified copies of the resolutions evidencing such approval shall have been delivered to Acquiring Fund. Notwithstanding anything herein to the contrary, neither Acquiring Fund nor Acquired Fund may waive the conditions set forth in this paragraph 8.1.

8.2 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Plan under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with this Plan or the transactions contemplated herein.

8.3 All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of State securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated herein shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of Acquiring Fund or Acquired Fund, provided that either party hereto may waive any such conditions for itself.

8.4 The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued prior to the Closing Date or shall be in effect on the Closing Date. To the best knowledge of the parties to this Plan, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.5 The parties shall have received an opinion of counsel substantially to the effect that for federal income tax purposes:

(a) The transfer of all of Acquired Fund’s assets to Acquiring Fund solely in exchange for Acquiring Fund Shares (followed by the distribution of Acquiring Fund Shares to Acquired Fund Shareholders in dissolution and liquidation of Acquired Fund) will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and Acquiring Fund and Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

(b) No gain or loss will be recognized by Acquiring Fund upon the receipt of the assets of Acquired Fund solely in exchange for Acquiring Fund Shares under Section 1032(a) of the Code.

(c) No gain or loss will be recognized by Acquired Fund upon the transfer of Acquired Fund’s assets to Acquiring Fund solely in exchange for Acquiring Fund Shares or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to Acquired Fund Shareholders in exchange for their Acquired Fund Shares under Section 361(a) and Section 357(a) of the Code.

(d) No gain or loss will be recognized by any Acquired Fund Shareholder upon the exchange of its Acquired Fund Shares for Acquiring Fund Shares, (including fractional shares to which they may be entitled) under Section 354(a) of the Code.

(e) The aggregate tax basis of Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to the Reorganization (including fractional shares to which they may be entitled) will be the same as the aggregate tax basis of Acquired Fund Shares held by it immediately prior to the Reorganization under Section 358(a)(1) of the Code. The holding period of Acquiring Fund Shares received by each Acquired Fund Shareholder will include the period during which Acquired Fund Shares exchanged therefore were held by such shareholder, provided Acquired Fund Shares are held as capital assets at the time of the Reorganization under Section 1223(1) of the Code.

(f) The tax basis of Acquired Fund’s assets acquired by Acquiring Fund will be the same as the tax basis of such assets to Acquired Fund immediately prior to the Reorganization under Section 362(b) of the Code. The holding period of the assets of Acquired Fund in the hands of Acquiring Fund will include the period during which those assets were held by Acquired Fund under Section 1223(2) of the Code.

(g) Acquiring Fund will succeed to and take into account as of the date of transfer (as defined in Section l.381(b)-1(b) of the regulations issued by the United States Treasury (the “Treasury Regulations”)) the items of Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations described in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations.

Such opinion shall be based on customary assumptions and such representations as the law firm of Stradley Ronon Stevens & Young, LLP, counsel to Acquired Fund and Acquiring Fund (“Counsel”), may reasonably request, and Acquired Fund and Acquiring Fund will cooperate to make and certify the accuracy of such representations. The foregoing opinion may state that no opinion is expressed as to the effect of the Reorganization on Acquiring Fund, Acquired Fund or any Acquired Fund Shareholder with respect to any asset as to which unrealized gain or loss is required to be reorganized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting. Notwithstanding anything herein to the contrary, neither Acquiring Fund nor Acquired Fund may waive the conditions set forth in this paragraph 8.5.

8.6 That on the Closing Date, Acquired Fund transfers to Acquiring Fund aggregate net assets of Acquired Fund comprising at least 90% in fair market value of the total net assets and 70% of fair market value of the total gross assets recorded on the books of Acquired Fund on the Closing Date.

8.7 That there be delivered to Acquiring Fund (a) information concerning the tax basis and holding period of Acquired Fund in all securities transferred to Acquiring Fund; (b) shareholder information including: the names, addresses, and taxpayer identification numbers of the shareholders of Acquired Fund as of the Closing Date; the number of shares held by each shareholder; the dividend reinvestment elections applicable to each shareholder; and the backup withholding and nonresident alien withholding certifications, notices or records on file with Acquired Fund with respect to each shareholder; (c) all FIN 48 Workpapers; and (d) the tax books and records of Acquired Fund for purposes of preparing any tax returns required by law to be filed after the Closing Date.

8.8 That the Trust shall have received an opinion in form and substance reasonably satisfactory to it from Counsel to the effect that:

(a) The Trust was created as a business trust under the laws of the State of Delaware on [August 11, 2000] and is validly existing and in good standing under the laws of the State of Delaware.

(b) The Trust is an open-end, investment company of the management type registered as such under the 1940 Act;

(c) The Trust is authorized to issue an unlimited number of shares of beneficial interest, without par value, of Acquired Fund and Acquiring Fund.

(d) Assuming that the initial shares of beneficial interest of Acquired Fund were issued in accordance with the 1940 Act, and the Trust Instrument and By-Laws of the Trust, and that all other such outstanding shares of Acquired Fund were sold, issued and paid for in accordance with the terms of Acquired Fund’s prospectus in effect at the time of such sales, each such outstanding share is validly issued, fully paid and non-assessable;

(e) Assuming that the initial shares of beneficial interest of Acquiring Fund were issued in accordance with the 1940 Act and the Trust Instrument and By-Laws, and that all other such outstanding shares of Acquiring Fund were sold, issued and paid for in accordance with the terms of Acquiring Fund’s prospectus in effect at the time of such sales, each such outstanding share is validly issued, fully paid and non-assessable;

(f) Except as disclosed in Acquired Fund’s and Acquiring Fund’s currently effective prospectus, Counsel does not know of any material suit, action, or legal or administrative proceeding pending or threatened against the Trust, the unfavorable outcome of which would materially and adversely affect the Trust, Acquired Fund or Acquiring Fund;

(g) The shares of beneficial interest of Acquiring Fund to be issued pursuant to the terms of Article I hereof have been duly authorized and, when issued and delivered as provided in this Plan, will have been validly issued and fully paid and will be non-assessable by the Trust or Acquiring Fund, and to Counsel’s knowledge, no shareholder has any preemptive right to subscription or purchase in respect thereof other than any rights that may be deemed to have been granted pursuant to this Plan;

(h) To Counsel’s knowledge, no consent, approval, authorization or order of any court, governmental authority or agency is required for the consummation by the Trust of the transactions contemplated by this Plan, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and Delaware laws (including, in the case of each of the foregoing, the rules and regulations thereunder and such as may be required under state securities laws); and

(i) Neither the execution nor performance of this Plan by the Trust violates any provision of its Trust Instrument, its By-Laws, or the provisions of any agreement or other instrument, known to such Counsel to which the Trust is a party or by which the Trust is otherwise bound.

(j) In rendering such opinion, Counsel may (i) rely, as to matters governed by the laws of the State of Delaware, on an opinion of competent Delaware counsel, (ii) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, and other customary assumptions as the parties may agree, (iii) limit such opinion to applicable federal and state law, (iv) define the word “knowledge” and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Plan and the Reorganization; and (v) rely on certificates of officers or trustees of MTB Trust, in each case reasonably acceptable to MTB Trust.

ARTICLE IX: EXPENSES

9.1 MTB Investment Advisors, Inc., or its affiliates (“MTBIA”), on behalf of each Fund will pay fifty percent (50%) of the expenses associated with the Funds’ participation in the Reorganization. Acquiring Fund and Acquired Fund will each pay twenty-five percent (25%) of the expenses associated with the Reorganization. Reorganization expenses include, without limitation: (a) expenses associated with the preparation and filing of the Proxy Materials; (b) postage; (c) printing; (d) accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs of the transaction; and (g) other related administrative or operational costs. Registration fees will be borne by MTB Trust on an as-incurred basis.

ARTICLE X: FINAL TAX RETURNS AND FORMS 1099 OF ACQUIRED FUND

10.1 After the Closing Date, MTB Trust shall or shall cause its agents to prepare any federal, state or local tax returns, including any Forms 1099, required to be filed by MTB Trust with respect to Acquired Fund’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall further cause such tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities.

10.2 Notwithstanding the provisions of Article IX hereof, any expenses incurred by MTB Trust or Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns and Forms 1099 after the Closing Date, shall be borne by Acquired Fund to the extent such expenses have been or should have been accrued by Acquired Fund in the ordinary course without regard to this Plan; any excess expenses shall be borne by MTBIA, at the time such tax returns and Forms 1099 are prepared.

ARTICLE XI: ENTIRE PLAN; SURVIVAL OF WARRANTIES

11.1 MTB Trust, on behalf of each Fund, agrees that it has not made any representation, warranty and/or covenant not set forth herein, and that this Plan constitutes the entire agreement between the parties.

11.2 Except as specified in the next sentence set forth in this paragraph 11.2, the representations, warranties, and covenants contained in this Plan or in any document delivered pursuant to or in connection with this Plan, shall not survive the consummation of the transactions contemplated hereunder and neither MTB Trust, Acquiring Fund, nor Acquired Fund, nor any of their officers, trustees, agents or shareholders shall have any liability with respect to such representations or warranties after the Closing Date. The covenants to be performed after the Closing Date shall continue in effect beyond the consummation of the transactions contemplated hereunder.

ARTICLE XII: TERMINATION

12.1 This Plan may be terminated at any time (whether before or after adoption thereof by the shareholders of Acquired Fund) by the consent of MTB Trust. In addition, MTB Trust may at its option terminate this Plan on behalf of either Fund at or before the Closing Date due to:

(a) A breach of any representation, warranty, or Plan contained herein to be performed at or before the Closing Date, if not cured within 30 days;

(b) A condition herein expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met; or

(c) A determination by the MTB Board of Trustees that the consummation of the transactions contemplated herein is not in the best interest of a Fund.

12.2 In the event of any such termination, this Plan shall become void and have no further effect, and there shall be no liability for damages on the part of Acquiring Fund, Acquired Fund, MTB Trust, or persons who are their agents, shareholders, Trustees or officers.

ARTICLE XIII: AMENDMENTS

13.1 This Plan may be amended, modified, or supplemented in such manner as may be approved in writing by the officers of MTB Trust as specifically authorized by the Board of Trustees; provided, however, that following the meeting of Acquired Fund Shareholders called by Acquired Fund pursuant to paragraph 5.2 of this Plan, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to Acquired Fund Shareholders under this Plan to the detriment of such shareholders without their further approval.

ARTICLE XIV: HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF

LIABILITY

14.1 The Article and paragraph headings contained in this Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of this Plan.

14.2 This Plan may be executed in any number of counterparts, each of which shall be deemed an original.

14.3 This Plan shall be governed by and construed in accordance with the laws of the State of Delaware.

14.4 This Plan shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Plan.

14.5 It is expressly agreed that the obligations of the Funds shall not be binding upon any of the MTB Trust Trustees, shareholders, nominees, officers, agents or employees of MTB Trust personally, but shall bind only the trust property of the Funds as provided in the Trust Instrument of MTB Trust. No other series of MTB Trust shall be liable with respect to this Plan or in connection with the transactions contemplated herein. MTB Trust, Acquiring Fund and Acquired Fund shall not seek satisfaction of any obligation or liability from shareholders of any other Fund, or the trustees, officers, employees or agents of MTB Trust. The execution and delivery of this Plan have been authorized by the Trustees of MTB Trust and signed by authorized officers of MTB Trust acting as such. Neither the authorization of such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Funds as provided in the Trust Instrument.

IN WITNESS WHEREOF, the parties have duly executed this Plan, all as of the date first written above.

MTB GROUP OF FUNDS

By:

Name:

Title:

MTB INVESTMENT ADVISORS, INC.,

with respect to the agreement described in Article IX, Section 9.1 of the Plan

By:

Name:

Title:

STATEMENT OF ADDITIONAL INFORMATION

FOR MTB GROUP OF FUNDS

DATED [NOVEMBER 6], 2009

ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS OF

MTB MULTI CAP GROWTH FUND

BY AND IN EXCHANGE FOR SHARES OF

MTB MID CAP GROWTH FUND

This Statement of Additional Information (“SAI”) relates specifically to the proposed acquisition of substantially all of the assets of MTB Multi Cap Growth Fund (“Target Fund”) by and in exchange for shares of MTB Mid Cap Growth Fund (“Acquiring Fund”) as indicated below:

Target Fund	Acquiring Fund
MTB Multi Cap Growth Fund	MTB Mid Cap Growth Fund
Class A Shares	Class A Shares
Class B Shares	Class B Shares
Institutional I Shares	Institutional I Shares

This SAI consists of this Cover Page and the following documents, each of which was filed electronically with the Securities and Exchange Commission and is incorporated by reference herein (is legally considered to be part of this SAI):

1. Statement of Additional Information of MTB Group of Funds dated August 31, 2009 as previously filed via EDGAR is incorporated herein by reference to MTB Group of Funds’ filing under Rule 485(b) [Accession No. 0001193125-09-182934] filed August 31, 2009 and will be mailed to any shareholder who requests this SAI.

2. Annual Report of MTB Group of Funds for the fiscal year ended April 30, 2009 as previously filed via EDGAR is incorporated herein by reference to MTB Group of Funds’ Form N-CSR [Accession No. 0001193125-09-142806] filed July 1, 2009 and will be mailed to any shareholder who requests this SAI.

This SAI is not a prospectus; you should read this SAI in conjunction with the Prospectus/Proxy Statement dated [November 6], 2009, relating to the above- referenced transaction. You can request a copy of the Prospectus/Proxy Statement by calling 1-800-831-2211 or by writing to the MTB Group of Funds at 100 East Pratt Street, Baltimore, Maryland 21202.

MTB Group of Funds

N-14

PART C

OTHER INFORMATION

Item 15. Indemnification.

Indemnification is provided to Officers and Trustees of the Registrant pursuant to Article VII of the Registrant’s Amended and Restated Agreement and Declaration of Trust. The Investment Advisory Contract provides that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Investment Advisory Contract on the part of MTB Investment Advisors, Inc., MTB Investment Advisors, Inc. shall not be liable to the Registrant or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security. The Registrant’s Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees, Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying with the applicable provisions of the Declaration of Trust or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee, or controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.

The following exhibits are incorporated by reference to the Registrant’s previously filed registration statements on Form N-1A indicated below, except as noted:

Item 16. Exhibits.

(1)(i)	Form of Amended and Restated Agreement and Declaration of Trust of MTB Group of Funds, a Delaware Statutory Trust (filed herewith).
(1)(ii)	Conformed copy of Amendment to Certificate of Trust of MTB Group of Funds, a Delaware Statutory Trust; incorporated by reference to Registrant’s Post-Effective Amendment No. 57 on Form N-1A filed August 22, 2003.
(2)(i)	Copy of Amended and Restated By-Laws of MTB Group of Funds, a Delaware Statutory Trust; incorporated by reference to Registrant’s Post-Effective Amendment No. 57 on Form N-1A filed August 22, 2003.
(2)(ii)	Copy of Amendment #1 to the Amended and Restated By-Laws of MTB Group of Funds; incorporated by reference to Registrant’s Post-Effective Amendment No. 61 on Form N-1A filed August 30, 2004.
(2)(iii)	Copy of Amendment #2 to the Amended and Restated By-Laws of MTB Group of Funds; incorporated by reference to Registrant’s Post-Effective Amendment No. 65 on Form N-1A filed August 29, 2005.
(2)(iv)	Copy of Amendment #3 to the Amended and Restated By-Laws of MTB Group of Funds dated December 7, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(3)	Not applicable.
(4)(i)	Plan of Reorganization by MTB Group of Funds on behalf of MTB Multi Cap Growth Fund and MTB Mid Cap Growth Fund (filed herewith as Exhibit A to the Proxy Statement/Prospectus contained within this Registration Statement).
(5)	Not applicable.
(6)(i)	Conformed copy of Investment Advisory Agreement of the Registrant (27 funds) dated August 22, 2003; incorporated by reference to Registrant’s Post-Effective Amendment No. 59 on Form N-1A filed April 28, 2004.
(6)(ii)	Conformed copy of Investment Advisory Agreement of the Registrant (2 money market funds) dated August 22, 2003; incorporated by reference to Registrant’s Post-Effective Amendment No. 59 on Form N-1A filed April 28, 2004.
(6)(iii)	Conformed copy of Investment Advisory Agreement of the Registrant (5 funds) dated August 22, 2003; incorporated by reference to Registrant’s Post-Effective Amendment No. 59 on Form N-1A filed April 28, 2004.
(6)(iv)	Conformed copy of Investment Advisory Contract Letter Agreement, dated April 1, 2004; incorporated by reference to Registrant’s Post-Effective Amendment No. 59 on Form N-1A filed April 28, 2004.
(6)(v)	Conformed copy of Investment Advisory Contract Letter Agreement, dated February 15, 2005 (Variable Annuity Funds); incorporated by reference to Registrant’s Post-Effective Amendment No. 65 on Form N-1A filed August 29, 2005.
(6)(vi)	Conformed copy of Schedule A to the Investment Advisory Agreement of the Registrant (2 money market funds) dated April 1, 2005; incorporated by reference to Registrant’s Post-Effective Amendment No. 65 on Form N-1A filed August 29, 2005.

(6)(vii)	Conformed copy of Schedule A to the Investment Advisory Agreement of the Registrant (27 funds) dated January 11, 2006; incorporated by reference to Registrant’s Post-Effective Amendment No. 70 on Form N-1A filed August 28, 2006.
(6)(viii)	Conformed copy of Investment Advisory Contract Letter Agreement, dated January 6, 2006 (Maryland and Virginia Municipal Bond Funds); incorporated by reference to Registrant’s Post-Effective Amendment No. 68 on Form N-1A filed April 27, 2006.
(6)(ix)	Conformed copy of Investment Advisory Contract Letter Agreement, dated March 30, 2007 (Variable Annuity Funds); all exhibits have been filed electronically.
(6)(x)	Conformed copy of Subadvisory Agreement for International Equity Fund (LSV Asset Management) dated October 24, 2005; incorporated by reference to Registrant’s Post-Effective Amendment No. 69 on Form N-1A filed June 29, 2006.
(6)(xi)	Conformed copy of Sub-Advisory Agreement for Large Cap Value Fund (NWQ Investment Management Company, LLC) dated July 28, 2005; incorporated by reference to the Registrant’s Post-Effective Amendment No. 70 on Form N-1A filed August 28, 2006.
(6)(xii)	Conformed copy of Amendment to Subadvisory Contract among MTB Group of Funds, MTB Investment Advisors, Inc. and LSV Asset Management dated January 30, 2007; incorporated by reference to Registrant’s Post-Effective Amendment No. 71 on Form N-1A filed March 1, 2007.
(6)(xiii)	Conformed copy of Subadvisory Agreement for Balanced Fund (DePrince, Race Zollo, Inc.) dated November 1, 2006; incorporated by reference to Registrant’s Post-Effective Amendment No. 71 on Form N-1A filed March 1, 2007.
(6)(xiv)	Conformed copy of Subadvisory Agreement for International Equity Fund (Hansberger Global Investors, Inc.) dated February 28, 2007; incorporated by reference to Registrant’s Post-Effective Amendment No. 72 on Form N-1A filed April 26, 2007.
(6)(xv)	Form of Subadvisory Agreement for International Equity Fund (Baring International Investment, Limited); incorporated by reference to Registrant’s Post-Effective Amendment No. 77 on Form N-1A filed April 16, 2009.
(7)	Form of Distribution Agreement between the Registrant and ALPS Distributors, Inc. dated October 1, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(8)	Not applicable.
(9)	Form of Custody Agreement between the Registrant and The Bank of New York dated September 10, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(10)(i)	Rule 12b-1 Agreement of the Registrant and ALPS Distributors, Inc. (to be filed by amendment).
(10)(ii)	Rule 12b-1 Plan regarding Class B Shares and Class C Shares of the Registrant (to be filed by amendment).
(10)(iii)	Form of Dealer (Sales) Agreement, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(10)(iv)	Conformed copy of Contract Defining Responsibility for Fees Under Non-Conforming Dealer Agreement; incorporated by reference to Registrant’s Post-Effective Amendment No. 63 on Form N-1A filed April 28, 2005.

(10)(viii)	Conformed copy of Multiple Class Plan of the Registrant, dated September 13, 2006, including Exhibits A-J; all exhibits have been filed electronically.
(10)(v)	Form of Shareholder Services Agreement of the Registrant, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(10)(vi)	Form of Shareholder Services Plan (to be filed by amendment).
(10)(vii)	Shareholder Services Plan for the VA Funds (to be filed by amendment).
(11)	Opinion and Consent of Counsel as to legality of shares being registered (filed herewith).
(12)	Opinion and Consent of Counsel as to the tax matters and consequences to shareholders (to be filed by amendment).
(13)(i)	Form of Recordkeeping Agreement of the Registrant, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(13)(ii)	Form of Recordkeeping Agreement of the Registrant for the VA Funds, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(13)(iii)	Form of Administration Services Agreement between Registrant and MTB Investment Advisors, Inc. dated April 1, 2008, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(13)(iv)	Form of Fund Administration and Accounting Agreement between Registrant and The Bank of New York, dated September 10, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(13)(v)	Conformed copy of Indemnification Agreement of the Registrant; incorporated by reference to Registrant’s Post-Effective Amendment No. 54 on Form N-1A filed June 27, 2002.
(13)(vi)	Conformed copy of Service Mark License Agreement; incorporated by reference to Registrant’s Post-Effective Amendment No. 59 on Form N-1A filed April 28, 2004
(13)(vii)	Conformed copy of Assignment and Consent of Fund Participation Agreement; incorporated by reference to Registrant’s Post-Effective Amendment No. 60 on Form N-1A filed July 1, 2004.
(13)(viii)	Participation Agreement among MTB Group of Funds, ALPS Distributors, Inc., MTB Investment Advisors, Inc., TransAmerica Life Insurance Co. and TransAmerica Financial Life Insurance Co. dated September 6, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(13)(ix)	Participation Agreement among MTB Group of Funds, ALPS Distributors, Inc., MTB Investment Advisors, Inc., and Hartford Life Insurance Company, dated November 17, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(13)(x)	Transfer Agency and Services Agreement between the Registrant and ALPS Fund Services, Inc., dated November 16, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(13)(xi)	Participation Agreement among MTB Group of Funds, ALPS Distributors, Inc., MTB Investment Advisors, Inc., and First SunAmerica Life Insurance Company, dated November 16, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.

(13)(xii)	Participation Agreement among MTB Group of Funds, MTB Investment Advisors, Inc. and AIG SunAmerica Life Assurance Company, dated November 16, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(13)(xiii)	Conformed copy of June 1, 2007 Letter Agreement (Administrative Services Agreement); all exhibits have been filed electronically.
(13)(xiv)	Conformed copy of August 1, 2007 Letter Agreement (Administrative Services Agreement); all exhibits have been filed electronically.
(13)(xv)	Conformed copy of Fax-in Processing Instructions; all exhibits have been filed electronically.
(14)	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith).
(15)	Not applicable.
(16)	Conformed copy of Power of Attorney (filed herewith).
(17)	Form of Voting Instruction Card (filed herewith).

Item 17. Undertakings.

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement on Form N-14 by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement on Form N-14 and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees to file, by post-effective amendment, an opinion of counsel supporting the tax consequences of the Reorganization within a reasonably prompt time after receipt of such opinion.

SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registration in the City of New York, and State of New York, on this 22^nd day of September, 2009.

MTB GROUP OF FUNDS
By:	/s/ Lisa R. Grosswirth
	Lisa R. Grosswirth, Secretary
	September 22, 2009

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

NAME		TITLE	DATE
By:	/s/ Lisa R. Grosswirth	Attorney-in-Fact	September 22, 2009
	Lisa R. Grosswirth	For the Persons
	Secretary	Listed Below
NAME		TITLE
Joseph J. Castiglia*		Chairman of the Board and Trustee
Richard J. Berthy*		Chief Executive Officer
		(Principal Executive Officer)
Timothy L. Brenner*		President
Guy Nordahl*		Chief Financial Officer and Treasurer
		(Principal Financial Officer)
William H. Cowie, Jr.*		Trustee
John S. Cramer*		Trustee
Daniel R. Gernatt, Jr.*		Trustee
Richard B. Seidel*		Trustee
Dr. Marguerite D. Hambleton*		Trustee
Jeffrey Durkee*		Trustee
Kenneth G. Thompson*		Trustee

* By Power of Attorney

EXHIBIT INDEX

MTB GROUP OF FUNDS

Exhibit #	Title of Exhibit
(1)(i)	Form of Amended and Restated Agreement and Declaration of Trust of MTB Group of Funds, a Delaware Statutory Trust.
(11)	Opinion and Consent of Counsel as to legality of shares being registered.
(14)	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
(16)	Conformed copy of Power of Attorney.
(17)	Form of Voting Instruction Card.

EX-1

AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

of

MTB GROUP OF FUNDS

a Delaware Statutory Trust

TABLE OF CONTENTS

ARTICLE I. Name and Definitions		1
Section 1.	Name	1
Section 2.	Registered Agent and Registered Office; Principal Place of Business.	1
Section 3.	Definitions	2
ARTICLE II. Purpose of Trust		3
ARTICLE III. Shares		6
Section 1.	Division of Beneficial Interest	6
Section 2.	Ownership of Shares	7
Section 3.	Investments in the Trust	7
Section 4.	Status of Shares and Limitation of Personal Liability	8
Section 5.	Power of Board of Trustees to Change Provisions Relating to Shares	8
Section 6.	Establishment and Designation of Series	8
ARTICLE IV. The Board of Trustees		11
Section 1.	Number, Election and Tenure	11
Section 2.	Effect of Death, Resignation, Removal, etc. of a Trustee	12
Section 3.	Powers	12
Section 4.	Payment of Fees and Expenses by the Trust	13
Section 5.	Payment of Fees and Expenses by Shareholders	14
Section 6.	Ownership of Trust Property	14
Section 7.	Service Contracts.	14
Section 8.	Compensation	15
ARTICLE V. Shareholders’ Voting Powers and Meetings		15
Section 1.	Voting Powers	15
Section 2.	Meetings	16
Section 3.	Quorum and Required Vote	16
Section 4.	Shareholder Action by Written Consent without a Meeting	16
Section 5.	Record Dates	16
Section 6.	Additional Provisions	17
ARTICLE VI. Net Asset Value, Distributions and Redemptions		17
Section 1.	Determination of Net Asset Value, Net Income and Distributions	17
Section 2.	Redemptions at the Option of a Shareholder	18
Section 3.	Redemptions at the Option of the Trust	19
ARTICLE VII. Limitation of Liability; Indemnification		19
Section 1.	Trustees, Shareholders, etc	19
Section 2.	Officers and Trustees’ Good Faith Action, Expert Advice, No Bond or Surety	19
Section 3.	Indemnification of Shareholders	20
Section 4.	Indemnification of Trustees, Officers, etc	20
Section 5.	Compromise Payment	21

(i)

Section 6.	Indemnification Not Exclusive, etc	21
Section 7.	Insurance	21
Section 8.	Liability of Third Persons Dealing with Trustees	22
Section 9.	Derivative Actions	22
ARTICLE VIII. Miscellaneous		22
Section 1.	Dissolution and Liquidation of Trust, Series, or Class	22

(ii)

AMENDED & RESTATED AGREEMENT

AND DECLARATION OF TRUST

OF

MTB GROUP OF FUNDS

AGREEMENT AND DECLARATION OF TRUST made as of 8^th day of August, 2000, restated and amended as of the 11th day of June, 2009, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided. This Agreement and Declaration of Trust shall be effective upon the filing of the Certificate of Trust in the office of the Secretary of State of the State of Delaware.

W  I  T  N  E  S  S  E  T  H:

WHEREAS this Trust has been formed to carry on the business of an investment company; and

WHEREAS this Trust is authorized to issue its shares of beneficial interest in separate Series, and to issue classes of Shares of any Series or divide Shares of any Series into two or more classes, all in accordance with the provisions hereinafter set forth; and

WHEREAS the Trustees have agreed to manage all property coming into their hands as trustees of a Delaware statutory trust in accordance with the provisions of the Delaware Statutory Trust Act (12 Del. C. §3801, et seq.), as from time to time amended and including any successor statute of similar import (the “DSTA”), and the provisions hereinafter set forth.

NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities and other assets which they may from time to time acquire in any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the following terms and conditions for the benefit of the holders from time to time of shares of beneficial interest in this Trust and the Series created hereunder as hereinafter set forth.

ARTICLE I.

Name and Definitions

Section 1. Name. This Trust shall be known as “MTB Group of Funds” and the Trustees shall conduct the business of the Trust under that name, or any other name as they may from time to time determine.

Section 2. Registered Agent and Registered Office; Principal Place of Business.

(a) Registered Agent and Registered Office. The name of the registered agent of the Trust and the address of the registered office of the Trust are as set forth on the Certificate of Trust.

(b) Principal Place of Business. The principal place of business of the Trust is 5800 Corporate Drive, Pittsburgh, Pennsylvania, 15237-7010 or such other location within or outside of the State of Delaware as the Board of Trustees may determine from time to time.

Section 3. Definitions. Whenever used herein, unless otherwise required by the context or specifically provided:

(a) “1940 Act ” shall mean the Investment Company Act of 1940 and the rules and regulations thereunder, all as adopted or amended from time to time;

(b) “Affiliate ” shall have the meaning given to it in Section 2(a)(3) of the 1940 Act when used with reference to a specified Person;

(c) “Board of Trustees” shall mean the governing body of the Trust, which is comprised of the Trustees of the Trust;

(d) “By-Laws” shall mean the By-Laws of the Trust, as amended from time to time in accordance with Article IX of the By-Laws, and incorporated herein by reference;

(e) “Certificate of Trust” shall mean the certificate of trust filed with the Office of the Secretary of State of the State of Delaware as required under the DSTA to form the Trust;

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder;

(g) “Commission” shall have the meaning given it in Section 2(a)(7) of the 1940 Act;

(h) “DSTA” shall mean the Delaware Statutory Trust Act (12 Del. C. §3801, et seq.), as amended from time to time;

(i) “Declaration of Trust” shall mean this Agreement and Declaration of Trust, as amended or restated from time to time;

(j) “General Liabilities” shall have the meaning given it in Article III, Section 6(b) of this Declaration Trust;

(k) “Interested Person” shall have the meaning given it in Section 2(a)(19) of the 1940 Act;

(l) “Investment Adviser” or “Adviser” shall mean a party furnishing services to the Trust pursuant to any contract described in Article IV, Section 7(a) hereof;

(m) “Person” shall include a natural person, partnership, limited partnership, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity;

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(n) “Principal Underwriter” shall have the meaning given to it in Section 2(a)(29) of the 1940 Act;

(o) “Series” shall refer to each Series of Shares established and designated under or in accordance with the provisions of Article III and shall mean an entity such as that described in Section 18(f)(2) of the 1940 Act, and subject to Rule 18f-2 thereunder;

(p) “Shares” shall mean the outstanding shares of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time, and shall include fractional and whole shares;

(q) “Shareholder” shall mean a record owner of Shares;

(r) “Trust” shall refer to the Delaware statutory trust established by this Declaration of Trust, as amended from time to time;

(s) “Trust Property” shall mean any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or one or more of any Series, including, without limitation, the rights referenced in Article VIII, Section 2 hereof; and

(t) “Trustee” or “Trustees” shall refer to each signatory to this Declaration of Trust as a trustee, so long as such signatory continues in office in accordance with the terms hereof, and all other Persons who may, from time to time, be duly elected or appointed, qualified and serving on the Board of Trustees in accordance with the provisions hereof. Reference herein to a Trustee or the Trustees shall refer to such Person or Persons in their capacity as trustees hereunder.

ARTICLE II.

Purpose of Trust

The purpose of the Trust is to conduct, operate and carry on the business of a registered management investment company registered under the 1940 Act through one or more Series investing primarily in securities and, in addition to any authority given by law, to exercise all of the powers and to do any and all of the things as fully and to the same extent as any private corporation organized for profit under the general corporation law of the State of Delaware, now or hereafter in force, including, without limitation, the following powers:

(a) To invest and reinvest cash, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, mortgage, transfer, exchange, distribute, write options on, lend or otherwise deal in or dispose of contracts for the future acquisition or delivery of fixed income or other securities, and securities or property of every nature and kind, including, without limitation, all types of bonds, debentures, stocks, preferred stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers’ acceptances, and other securities of any kind, issued, created, guaranteed, or sponsored by any and all Persons, including, without limitation, states, territories, and possessions of the United States and the District of Columbia and any political subdivision, agency,

3

or instrumentality thereof, any foreign government or any political subdivision of the U.S. Government or any foreign government, or any international instrumentality, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in “when issued” contracts for any such securities, and to change the investments of the assets of the Trust;

(b) To exercise any and all rights, powers and privileges with reference to or incident to ownership or interest, use and enjoyment of any of such securities and other instruments or property of every kind and description, including, but without limitation, the right, power and privilege to own, vote, hold, purchase, sell, negotiate, assign, exchange, lend, transfer, mortgage, hypothecate, lease, pledge or write options with respect to or otherwise deal with, dispose of, use, exercise or enjoy any rights, title, interest, powers or privileges under or with reference to any of such securities and other instruments or property, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons, to exercise any of said rights, powers, and privileges in respect of any of said instruments, and to do any and all acts and things for the preservation, protection, improvement and enhancement in value of any of such securities and other instruments or property;

(c) To sell, exchange, lend, pledge, mortgage, hypothecate, lease or write options with respect to or otherwise deal in any property rights relating to any or all of the assets of the Trust or any Series, subject to any requirements of the 1940 Act;

(d) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper;

(e) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities;

(f) To hold any security or property in a form not indicating that it is trust property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depository;

(g) To consent to, or participate in, any plan for the reorganization, consolidation or merger of any corporation or issuer of any security which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security held in the Trust;

(h) To join with other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper;

4

(i) To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including but not limited to claims for taxes;

(j) To enter into joint ventures, general or limited partnerships and any other combinations or associations;

(k) To endorse or guarantee the payment of any notes or other obligations of any Person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof;

(l) To purchase and pay for entirely out of Trust Property such insurance as the Trustees may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust or payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, Investment Advisers, Principal Underwriters, or independent contractors of the Trust, individually against all claims and liabilities of every nature arising by reason of holding Shares, holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person as Trustee, officer, employee, agent, Investment Adviser, Principal Underwriter, or independent contractor, to the fullest extent permitted by this Declaration of Trust, the Bylaws and by applicable law;

(m) To adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust;

(n) To purchase or otherwise acquire, own, hold, sell, negotiate, exchange, assign, transfer, mortgage, pledge or otherwise deal with, dispose of, use, exercise or enjoy, property of all kinds;

(o) To buy, sell, mortgage, encumber, hold, own, exchange, rent or otherwise acquire and dispose of, and to develop, improve, manage, subdivide, and generally to deal and trade in real property, improved and unimproved, and wheresoever situated; and to build, erect, construct, alter and maintain buildings, structures, and other improvements on real property;

(p) To borrow or raise moneys for any of the purposes of the Trust, and to mortgage or pledge the whole or any part of the property and franchises of the Trust, real, personal, and mixed, tangible or intangible, and wheresoever situated;

(q) To enter into, make and perform contracts and undertakings of every kind for any lawful purpose, without limit as to amount; and

(r) To issue, purchase, sell and transfer, reacquire, hold, trade and deal in Shares, bonds, debentures and other securities,

instruments or other property of the Trust, from time to time, to such extent as the Board of Trustees shall, consistent with the provisions of this Declaration of Trust, determine; and to repurchase, re-acquire and redeem, from time to time, its Shares or, if any, its bonds, debentures and other securities.

5

The Trust shall not be limited to investing in obligations maturing before the possible dissolution of the Trust or one or more of its Series. The Trust shall not in any way be bound or limited by any present or future law or custom in regard to investment by fiduciaries. Neither the Trust nor the Trustees shall be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder.

The foregoing clauses shall each be construed as purposes, objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific purposes, objects and powers shall not be held to limit or restrict in any manner the powers of the Trust, and that they are in furtherance of, and in addition to, and not in limitation of, the general powers conferred upon the Trust by the DSTA and the other laws of the State of Delaware or otherwise; nor shall the enumeration of one thing be deemed to exclude another, although it be of like nature, not expressed.

ARTICLE III.

Shares

Section 1. Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes.

The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees.

The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. The Board of Trustees may classify or

6

reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or canceled.

Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 1 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class or Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series.

Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Section 2. Ownership of Shares. The ownership of Shares shall be recorded on the books of the Trust kept by the Trust or by a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series and class thereof that has been established and designated. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Board of Trustees may make such rules not inconsistent with the provisions of the 1940 Act as it considers appropriate for the issuance of Share certificates, the transfer of Shares of each Series or class and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each Series or class thereof and as to the number of Shares of each Series or class thereof held from time to time by each such Shareholder.

Section 3. Investments in the Trust. Investments may be accepted by the Trust from such Persons, at such times, on such terms, and for such consideration as the Board of Trustees may, from time to time, authorize. Each investment shall be credited to the

7

individual Shareholder’s account in the form of full and fractional Shares of the Trust, in such Series or class as the purchaser may select, at the net asset value per Share next determined for such Series or class after receipt of the investment; provided, however, that the Principal Underwriter may, in its sole discretion, impose a sales charge upon investments in the Trust.

Section 4. Status of Shares and Limitation of Personal Liability. Shares shall be deemed to be personal property giving to Shareholders only the rights provided in this Declaration of Trust and under applicable law. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto. The death of a Shareholder during the existence of the Trust shall not operate to dissolve the Trust or any Series, nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees or any Series, but entitles such representative only to the rights of said deceased Shareholder under this Declaration of Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust, shall have any power to bind personally any Shareholder, nor, except as specifically provided herein, to call upon any Shareholder for the payment of any sum of money other than such as the Shareholder may at any time personally agree to pay. All Shares when issued on the terms determined by the Board of Trustees shall be fully paid and nonassessable. As provided in the DSTA, Shareholders of the Trust shall be entitled to the same limitation of personal liability extended to stockholders of a private corporation organized for profit under the general corporation law of the State of Delaware.

Section 5. Power of Board of Trustees to Change Provisions Relating to Shares. Notwithstanding any other provisions of this Declaration of Trust and without limiting the power of the Board of Trustees to amend this Declaration of Trust or the Certificate of Trust as provided elsewhere herein, the Board of Trustees shall have the power to amend this Declaration of Trust, or the Certificate of Trust, at any time and from time to time, in such manner as the Board of Trustees may determine in its sole discretion, without the need for Shareholder action, so as to add to, delete, replace or otherwise modify any provisions relating to the Shares contained in this Declaration of Trust, provided that Shareholder approval is not otherwise required by the 1940 Act or other applicable law.

The Board of Trustees shall have the power, in its discretion, to make such elections as to the tax status of the Trust as may be permitted or required under the Code as presently in effect or as amended, without the vote of any Shareholder.

Section 6. Establishment and Designation of Series. The establishment and designation of any Series or class of Shares shall be effective upon the resolution by a majority of the then Board of Trustees, adopting a resolution which sets forth such establishment and designation and the relative rights and preferences of such Series or class. Each such resolution shall be incorporated herein by reference upon adoption.

Each Series shall be separate and distinct from any other Series and shall maintain separate and distinct records on the books of the Trust, and the assets and liabilities belonging to any such Series shall be held and accounted for separately from the assets and liabilities of the Trust or any other Series.

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Shares of each Series or class established pursuant to this Section 6, unless otherwise provided in the resolution establishing such Series, shall have the following relative rights and preferences:

(a) Assets Held with Respect to a Particular Series. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably be held with respect to that Series for all purposes, subject only to the rights of creditors with respect to that Series, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as “assets held with respect to” that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as assets held with respect to any particular Series (collectively “General Assets”), the Board of Trustees shall allocate such General Assets to, between or among any one or more of the Series in such manner and on such basis as the Board of Trustees, in its sole discretion, deems fair and equitable, and any General Asset so allocated to a particular Series shall be held with respect to that Series. Each such allocation by the Board of Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes.

(b) Liabilities Held with Respect to a Particular Series or Class. The assets of the Trust held with respect to each particular Series shall be charged against the liabilities of the Trust held with respect to that Series and all expenses, costs, charges and reserves attributable to that Series, and any liabilities, expenses, costs, charges and reserves of the Trust which are not readily identifiable as being held with respect to any particular Series (collectively “General Liabilities”) shall be allocated and charged by the Board of Trustees to and among any one or more of the Series in such manner and on such basis as the Board of Trustees, in its sole discretion, deems fair and equitable. The liabilities, expenses, costs, charges, and reserves so charged to a Series are herein referred to as “liabilities held with respect to” that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Board of Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. All Persons who have extended credit which has been allocated to a particular Series, or who have a claim or contract which has been allocated to any particular Series, shall look, and shall be required by contract to look exclusively, to the assets of that particular Series for payment of such credit, claim, or contract. In the absence of an express contractual agreement so limiting the claims of such creditors, claimants and contract providers, each creditor, claimant and contract provider will be deemed nevertheless to have impliedly agreed to such limitation.

Subject to the right of the Board of Trustees in its discretion to allocate General Liabilities as provided herein, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series, whether such

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Series is now authorized and existing pursuant to this Declaration of Trust or is hereafter authorized and existing pursuant to this Declaration of Trust, shall be enforceable against the assets held with respect to that Series only, and not against the assets of any other Series or the Trust generally and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets held with respect to such Series. Notice of this limitation on liabilities between and among Series shall be set forth in the Certificate of Trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the DSTA, and upon the giving of such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the DSTA relating to limitations on liabilities between and among Series (and the statutory effect under Section 3804 of setting forth such notice in the Certificate of Trust) shall become applicable to the Trust and each Series.

Liabilities, debts, obligations, costs, charges, reserves and expenses related to the distribution of, and other identified expenses that should properly be allocated to, the Shares of a particular class may be charged to and borne solely by such class. The bearing of expenses solely by a particular class of Shares may be appropriately reflected (in a manner determined by the Board of Trustees) and may affect the net asset value attributable to, and the dividend, redemption and liquidation rights of, such class. Each allocation of liabilities, debts, obligations, costs, charges, reserves and expenses by or under the direction of the Board of Trustees shall be conclusive and binding upon the Shareholders of all classes for all purposes. All Persons who have extended credit that has been allocated to a particular class, or who have a claim or contract that has been allocated to any particular class, shall look, and may be required by contract to look exclusively, to that particular class for payment of such credit, claim, or contract.

(c) Dividends, Distributions, Redemptions and Repurchases. Notwithstanding any other provisions of this Declaration of Trust, including, without limitation, Article VI, no dividend or distribution including, without limitation, any distribution paid upon dissolution of the Trust or of any Series or class with respect to, nor any redemption or repurchase of, the Shares of any Series or class shall be effected by the Trust other than from the assets held with respect to such Series or class, nor, except as specifically provided in Section 4 of Article VII or Section 5 of Article IV, shall any Shareholder of any particular Series or class otherwise have any right or claim against the assets held with respect to any other Series or class or the Trust generally except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series or class. The Board of Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

(d) Voting. All Shares of the Trust entitled to vote on a matter shall vote on the matter in the aggregate without differentiation between the separate Series or classes. Notwithstanding the foregoing, (i) if any matter affects only the interests of some but not all Series or classes, then only the Shareholders of such affected Series or classes shall be entitled to vote on the matter; and (ii) with respect to matters which would otherwise be voted on by two or more Series or classes as a single class, the Trustees may, in their sole discretion, submit such matters to the Shareholders of any or all such Series or classes, separately.

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(e) Equality. All Shares of each particular Series shall represent an equal proportionate undivided beneficial interest in the assets held with respect to that Series (subject to the liabilities held with respect to that Series and such rights and preferences as may have been established and designated with respect to classes of Shares within such Series), and each Share of any particular Series shall be equal to each other Share of that Series (subject to the rights and preferences with respect to separate classes of such Series).

(f) Fractions. Any fractional Share of a Series shall carry proportionately all the rights and obligations of a whole Share of that Series, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and dissolution of the Trust or that Series.

(g) Exchange Privilege. The Board of Trustees shall have the authority to provide that the holders of Shares of any Series or class shall have the right to exchange said Shares for Shares of one or more other Series or classes in accordance with such requirements and procedures as may be established by the Board of Trustees, and in accordance with the 1940 Act and the rules and regulations thereunder.

(h) Combination of Series or Class. The Board of Trustees shall have the authority, without the approval of the Shareholders of any Series or class, unless otherwise required by applicable law, to combine the assets and liabilities held with respect to any two or more Series or two or more classes into assets and liabilities held with respect to a single Series or class, respectively.

(i) Elimination of Series or Class. At any time that there are no Shares outstanding of any particular Series or class previously established and designated, the Board of Trustees may by resolution of a majority of the then Board of Trustees abolish that Series or class and rescind the establishment and designation thereof.

ARTICLE IV.

The Board of Trustees

Section 1. Number, Election and Tenure. The number of Trustees constituting the Board of Trustees may be fixed from time to time by a written instrument signed, or by resolution approved at a duly constituted meeting, by a majority of the Board of Trustees, provided, however, that the number of Trustees shall in no event be less than one (1) nor more than twenty (20). The Board of Trustees, by action of a majority of the then Trustees at a duly constituted meeting, may fill vacancies in the Board of Trustees. The Board of Trustees, by action of a two-thirds of the then Trustees at a duly constituted meeting, may remove any trustee with or without cause. The Shareholders may elect Trustees, including filling any vacancies in the Board of Trustees, at any meeting of Shareholders called by the Board of Trustees for that purpose. A meeting of Shareholders for the purpose of electing one or more Trustees may be called by the Board of Trustees or, to the extent provided by the 1940 Act and the rules and regulations thereunder, by the Shareholders. Shareholders shall have the power to remove a Trustee only to the extent provided by the 1940 Act and the rules and regulations thereunder.

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Each Trustee shall serve during the continued lifetime of the Trust until he or she dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner than any of such events, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor. Any Trustee may resign at any time by written instrument signed by him or her and delivered to any officer of the Trust or to a meeting of the Board of Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some later time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following any such event or any right to damages on account of such events or any actions taken in connection therewith following his or her resignation or removal.

Section 2. Effect of Death, Resignation, Removal, etc. of a Trustee. The death, declination, resignation, retirement, removal, declaration as bankrupt or incapacity of one or more Trustees, but not all of them, shall not operate to dissolve the Trust or any Series or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled as provided in the By-Laws, the Trustee(s) in office, regardless of the number, shall have all the powers granted to the Board of Trustees and shall discharge all the duties imposed upon the Board of Trustees by this Declaration of Trust.

Section 3. Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but, subject to the other provisions of the Declaration of Trust and By-Laws, shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust or the By-Laws, and may elect and remove such officers and appoint and terminate such agents as they consider appropriate; (3) to delegate such authority as they consider desirable to a committee or committees comprised of Trustees or any officers or agents of the Trust including, without limitation, an Executive Committee; (4) employ one or more custodians of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, fund accountant, or all of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more

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Principal Underwriters or otherwise; (7) retain one or more Investment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters, in the manner provided in Article V, Section 5 of this Declaration of Trust; (10) declare and pay dividends and distributions to Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees and to any agent or employee of the Trust or to any such custodian, transfer, dividend disbursing or shareholder servicing agent, fund accountant, legal counsel, independent auditors for the Trust, Principal Underwriter or Investment Adviser. The powers of the Board of Trustees set forth in the Section 3 are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust and By-Laws. Any determination as to what is in the best interests of the Trust made by the Board of Trustees in good faith shall be conclusive.

In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Unless otherwise specified herein or required by law, any action by the Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office.

The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor the officers, directors, shareholders or partners of the Trustees, shall be expected to devote their full time to the performance of such duties. The Trustees, or any Affiliate shareholder, officer, director, partner or employee thereof, or any Person owning a legal or beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the account of others.

The Trustees shall be subject to the same fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, the Shareholders were shareholders of such Delaware corporation and the Trustees were directors of such Delaware corporation, and such modified duties shall replace any fiduciary duties to which the Trustees would otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the provisions of this Declaration of Trust and the Bylaws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust to replace such other duties and liabilities of such Trustee.

Section 4. Payment of Fees and Expenses by the Trust. The Board of Trustees is authorized to pay or cause to be paid out of the principal or income of the Trust or any particular Series or class, or partly out of the principal and partly out of the income of the

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Trust or any particular Series or class, and to charge or allocate the same to, between or among such one or more of the Series or classes that may be established or designated pursuant to Article III, Section 6, as it deems fair, all expenses, fees, charges, taxes and liabilities incurred by or arising in connection with the maintenance or operation of the Trust or a particular Series or class, or in connection with the management thereof, including, but not limited to, the Trustees’ compensation and such expenses, fees, charges, taxes and liabilities for the services of the Trust’s officers, employees, Investment Adviser, Principal Underwriter, fund accountant, auditors, counsel, custodian, sub-custodian (if any), transfer agent, dividend disbursing agent, shareholder servicing agent, and such other agents or independent contractors and such other expenses, fees, charges, taxes and liabilities as the Board of Trustees may deem necessary or proper to incur.

Section 5. Payment of Fees and Expenses by Shareholders. The Board of Trustees shall have the power, as frequently as it may determine, to cause each Shareholder of the Trust, or each Shareholder of any particular Series, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, dividend disbursing, fund accounting, shareholder servicing or similar agent, an amount fixed from time to time by the Board of Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Section 6. Ownership of Trust Property. Legal title to all of the Trust Property shall at all times be considered to be vested in the Trust, except that the Board of Trustees shall have the power to cause legal title to any Trust Property to be held by or in the name of any Person as nominee, on such terms as the Board of Trustees may determine, in accordance with applicable law.

Section 7. Service Contracts.

(a) Subject to such requirements and restrictions as may be set forth in the By-Laws and/or the 1940 Act, the Board of Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust or for any Series with any corporation, trust, association or other organization, including any Affiliate; and any such contract may contain such other terms as the Board of Trustees may determine, including without limitation, authority for the Investment Adviser or administrator to determine from time to time without prior consultation with the Board of Trustees what securities and other instruments or property shall be purchased or otherwise acquired, owned, held, invested or reinvested in, sold, exchanged, transferred, mortgaged, pledged, assigned, negotiated, or otherwise dealt with or disposed of, and what portion, if any, of the Trust Property shall be held uninvested and to make changes in the Trust’s or a particular Series’ investments, or such other activities as may specifically be delegated to such party.

(b) The Board of Trustees may also, at any time and from time to time, contract with any corporation, trust, association or other organization, including any Affiliate, appointing it or them as the exclusive or nonexclusive distributor or Principal Underwriter for the Shares of the Trust or one or more of the Series or classes thereof or for other securities to be issued by the Trust, or appointing it or them to act as the custodian, transfer agent, dividend disbursing agent, fund accountant, and/or shareholder servicing agent for the Trust or one or more of the Series or classes thereof.

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(c) The Board of Trustees is further empowered, at any time and from time to time, to contract with any Persons to provide such other services to the Trust or one or more of its Series, as the Board of Trustees determines to be in the best interests of the Trust or one or more of its Series.

(d) The fact that:

(i) any of the Shareholders, Trustees, employees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, Adviser, Principal Underwriter, distributor, or Affiliate or agent of or for any corporation, trust, association, or other organization, or for any parent or Affiliate of any organization with which an Adviser’s, management or administration contract, or Principal Underwriter’s or distributor’s contract, or custodian, transfer, dividend disbursing, fund accounting, shareholder servicing or other type of service contract may have been or may hereafter be made, or that any such organization, or any parent or Affiliate thereof, is a Shareholder or has an interest in the Trust, or that

(ii) any corporation, trust, association or other organization with which an Adviser’s, management or administration contract or Principal Underwriter’s or distributor’s contract, or custodian, transfer, dividend disbursing, fund accounting, shareholder servicing or other type of service contract may have been or may hereafter be made also has an Adviser’s, management or administration contract, or Principal Underwriter’s or distributor’s contract, or custodian, transfer, dividend disbursing, shareholder servicing or other service contract with one or more other corporations, trusts, associations, or other organizations, or has other business or interests, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee, employee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or its Shareholders, provided that the establishment of and performance under each such contract is permissible under the provisions of the 1940 Act.

Section 8. Compensation. Except as set forth in the last sentence of this Section 8, the Board of Trustees may, from time to time, fix a reasonable amount of compensation to be paid by the Trust to the Trustees and officers of the Trust. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust.

ARTICLE V.

Shareholders’ Voting Powers and Meetings

Section 1. Voting Powers. Subject to the provisions of Article III, Section 6(d), the Shareholders shall have power to vote only (i) for the election of Trustees, including the filling of any vacancies in the Board of Trustees, as provided in Article IV, Section 1; (ii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws, the 1940 Act or any registration statement of the Trust filed with the Commission; and (iii) on such other matters as the Board of Trustees

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may consider necessary or desirable. The Shareholder of record (as of the record date established pursuant to Section 5 of this Article V) of each Share shall be entitled to one vote for each full Share, and a fractional vote for each fractional Share. Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter. Shares may be voted in person or by proxy.

Section 2. Meetings. Meetings of the Shareholders may be called by the Board of Trustees for the purpose of electing Trustees as provided in Article IV, Section 1 and for such other purposes as may be prescribed by law, by this Declaration of Trust or by the By-Laws. Meetings of the Shareholders may also be called by the Board of Trustees from time to time for the purpose of taking action upon any other matter deemed by the Board of Trustees to be necessary or desirable.

Section 3. Quorum and Required Vote. Except when a larger quorum is required by applicable law, by the By-Laws or by this Declaration of Trust, thirty-three and one-third percent (33-1/3%) of the Shares present in person or represented by proxy and entitled to vote at a Shareholders’ meeting shall constitute a quorum at such meeting. When a separate vote by one or more Series or classes is required, thirty-three and one-third percent (33-1/3%) of the Shares of each such Series or class present in person or represented by proxy and entitled to vote shall constitute a quorum at a Shareholders’ meeting of such Series or class. Subject to the provisions of Article III, Section 6(d), Article VIII, Section 3 and any other provision of this Declaration of Trust, the By-Laws or applicable law which requires a different vote: (1) in all matters other than the election of Trustees, the affirmative vote of the majority of votes cast at a Shareholders’ meeting at which a quorum is present shall be the act of the Shareholders; (2) Trustees shall be elected by a plurality of the votes cast at a Shareholders’ meeting at which a quorum is present.

Section 4. Shareholder Action by Written Consent without a Meeting. Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary.

If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.

Section 5. Record Dates. For purposes of determining the Shareholders entitled to notice of any meeting or to vote or entitled to give consent to action without a meeting, the Board of Trustees may fix in advance a record date which shall not be more than one hundred eighty (180) days nor less than seven (7) days before the date of any such meeting.

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If the Board of Trustees does not so fix a record date:

(a) The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day before the notice is given or, if notice is waived, at the close of business on the business day which is five (5) business days before the day on which the meeting is held.

(b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action by the Board of Trustees has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Trustees has been taken, shall be at the close of business on the day on which the Board of Trustees adopts the resolution taking such prior action.

For the purpose of determining the Shareholders of any Series or class who are entitled to receive payment of any dividend or of any other distribution, the Board of Trustees may from time to time fix a date, which shall be before the date for the payment of such dividend or such other distribution, as the record date for determining the Shareholders of such Series or class having the right to receive such dividend or distribution. Nothing in this Section shall be construed as precluding the Board of Trustees from setting different record dates for different Series or classes.

Section 6. Additional Provisions. The By-Laws may include further provisions for Shareholders’ votes, meetings and related matters.

ARTICLE VI.

Net Asset Value, Distributions and Redemptions

Section 1. Determination of Net Asset Value, Net Income and Distributions. Subject to Article III, Section 6 hereof, the Board of Trustees shall have the power to fix an initial offering price for the Shares of any Series or class thereof which shall result in such Series or class being valued at not less than the net asset value thereof, at which price the Shares of such Series or class shall be offered initially for sale, and to determine from time to time thereafter the offering price which shall result in such Series or class being valued at not less than the net asset value thereof from sales of the Shares of such Series or class; provided, however, that no Shares of a Series or class thereof shall be issued or sold for consideration which shall result in such Series or class being valued at less than the net asset value of the Shares of such Series or class next determined after the receipt of the order (or at such other times set by the Board of Trustees), except in the case of Shares of such Series or class issued in payment of a dividend properly declared and payable.

Subject to Article III, Section 6 hereof, the Board of Trustees, in its absolute discretion, may prescribe and shall set forth in the By-laws or in a duly adopted vote of the Board of Trustees such bases and time for determining the per Share or net asset value of the Shares of any Series or net income attributable to the Shares of any Series, or the declaration and payment of dividends and distributions on the Shares of any Series, as they may deem necessary or desirable.

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Section 2. Redemptions at the Option of a Shareholder. Unless otherwise provided in the prospectus of the Trust relating to the Shares, as such prospectus may be amended from time to time (“Prospectus”):

(a) The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Board of Trustees may from time to time authorize; and the Trust will pay therefore the net asset value thereof, in accordance with the By-Laws and applicable law. The payment of redemption proceeds may be reduced by any applicable sales charges or fees described in the Prospectus. Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the date on which the request is received in proper form. The obligation set forth in this Section 2 may be suspended or postponed in accordance with Section 22(e) of the 1940 Act and the rules and regulations thereunder or as otherwise permitted by the Commission. If certificates have been issued to a Shareholder, any such request by such Shareholder must be accompanied by surrender of any outstanding certificate or certificates for such Shares in form for transfer, together with such proof of the authenticity of signatures as may reasonably be required on such Shares and accompanied by proper stock transfer stamps, if applicable.

(b) Payments for Shares so redeemed by the Trust shall be made in cash, except payment for such Shares may, at the option of the Board of Trustees, or such officer or officers as it may duly authorize in its complete discretion, be made in kind or partially in cash and partially in kind. In case of any payment in kind, the Board of Trustees, or its delegate, shall have absolute discretion as to what security or securities of the Trust shall be distributed in kind and the amount of the same; and the securities shall be valued for purposes of distribution at the value at which they were appraised in computing the then current net asset value of the Shares, provided that any Shareholder who cannot legally acquire securities so distributed in kind by reason of the prohibitions of the 1940 Act or the provisions of the Employee Retirement Income Security Act (“ERISA”) shall receive cash. Shareholders shall bear the expenses of in-kind transactions, including, but not limited to, transfer agency fees, custodian fees and costs of disposition of such securities.

(c) If payment for Shares shall be made other than exclusively in cash, any securities to be delivered as part of such payment shall be delivered as promptly as any necessary transfers of such securities on the books of the several corporations whose securities are to be delivered practicably can be made, which may not necessarily occur within such seven day period. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.

(d) The right of Shareholders to receive dividends or other distributions on Shares may be set forth in a Plan adopted by the Board of Trustees and amended from time to time pursuant to Rule 18f-3 of the 1940 Act. The right of any Shareholder of the Trust to receive dividends or other distributions on Shares redeemed and all other rights of such Shareholder with respect to the Shares so redeemed by the Trust, except the right of such Shareholder to receive payment for such Shares, shall cease at the time as of which the purchase price of such Shares shall have been fixed, as provided above.

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Section 3. Redemptions at the Option of the Trust. The Board of Trustees may, from time to time, without the vote or consent of the Shareholders, and subject to the 1940 Act, redeem Shares or authorize the closing of any Shareholder account, subject to such conditions as may be established by the Board of Trustees.

ARTICLE VII.

Limitation of Liability; Indemnification

Section 1. Trustees, Shareholders, etc. Not Personally Liable. The Trustees, officers, employees and agents of the Trust, in incurring any debts, liabilities or obligations, or in limiting or omitting any other actions for or in connection with the Trust, are or shall be deemed to be acting as Trustees, officers, employees or agents of the Trust and not in their own capacities. No Shareholder shall be subject to any personal liability whatsoever in tort, contract or otherwise to any other Person or Persons in connection with the assets or the affairs of the Trust or of any Series or class, and subject to Sections 3 and 5 of this Article VII, no Trustee, officer, employee or agent of the Trust shall be subject to any personal liability whatsoever in tort, contract, or otherwise, to any other Person or Persons in connection with the assets or affairs of the Trust or of any Series or class, save only that arising from his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office or the discharge of his or her duties. The Trust (or if the matter relates only to a particular Series or class, that Series or class) shall be solely liable for any and all debts, claims, demands, judgments, decrees, liabilities or obligations of any and every kind, against or with respect to the Trust or such Series or class in tort, contract or otherwise in connection with the assets or the affairs of the Trust or such Series or class, and all Persons dealing with the Trust or any Series or class shall be deemed to have agreed that resort shall be had solely to the Trust Property of the Trust (or if the matter relates only to a particular Series or class, that of such Series or class), for the payment or performance thereof.

The Trustees may provide that every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers shall give notice that a Certificate of Trust in respect of the Trust is on file with the Secretary of State of the State of Delaware and may recite to the effect that the same was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as officer or officers, and not individually, and that the obligations of any instrument made or issued by the Trustees or by any officer or officers of the Trust are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust, or the particular Series in question, as the case may be. The omission of any statement to such effect from such instrument shall not operate to bind any Trustee or Trustees or officer or officers or Shareholder or Shareholders individually, or to subject the assets of any Series or class to the obligations of any other Series or class.

Section 2. Officers and Trustees’ Good Faith Action, Expert Advice, No Bond or Surety. The exercise by the Trustees of their powers and discretion hereunder shall be binding upon everyone interested. An officer or Trustee shall be liable to the Trust and to any Shareholder solely for such officer’s or Trustee’s own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of such officer or Trustee, and for nothing else, and shall not be liable for errors of

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judgment or mistakes of fact or law. Subject to the foregoing, the Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, consultant, investment adviser, administrator, distributor, underwriter, custodian or transfer agent, dividend disbursing agent, shareholder servicing agent or accounting agent of the trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. In discharging their duties, the Trustees, when acting in good faith, shall be entitled to rely upon the books of account of the Trust and upon written reports made to the Trustees by an officer appointed by them, any independent public accountant or auditor, and (with respect to the subject matter of the relevant contract involved) any officer, partner or responsible employee of a contracting party employed by the Trust. The officers and Trustees may obtain the advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and their duties as officers or Trustees. No such officer or Trustee shall be liable for any act or omission in accordance with such advice and no inference concerning liability shall arise from a failure to follow such advice. The officers and Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

Section 3. Indemnification of Shareholders. If any Shareholder (or former Shareholder) of the Trust shall be charged or held to be personally liable for any obligation or liability of the Trust solely by reason of being or having been a Shareholder and not because of such Shareholder’s acts or omissions or for some other reason, the Trust (upon proper and timely request by the Shareholder) may assume the defense against such charge and satisfy any judgment thereon or may reimburse the Shareholder or former Shareholder for expenses, and the Shareholder or former Shareholder (or the heirs, executors, administrators or other legal representatives thereof, or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled (but solely out of the assets of the Series of which such Shareholder or former Shareholder is or was the holder of Shares) to be held harmless from and indemnified against all loss and expense arising from such liability.

Section 4. Indemnification of Trustees, Officers, etc. Subject to the limitations, if applicable, hereinafter set forth in this Section 4, the Trust shall indemnify (from the assets of one or more Series to which the conduct in question related) each of its Trustees, officers, employees and agents (including Persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter, together with such Person's heirs, executors, administrators or personal representatives, referred to as a “Covered Person”)) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, except with respect to any matter arising from his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office or the discharge of his or her duties (hereinafter as “Disabling Conduct”). A determination that the Covered Person is entitled to indemnification may be found by (i) a final decision on the merits by a court or other body before whom the proceeding was

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brought that the Covered Person to be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the indemnitee was not liable by reason of Disabling Conduct by (a) a vote of the a majority of a quorum of the Trustees who are neither Interested Persons of the Trust nor parties to the proceeding (the “Disinterested Trustees”), or (b) an independent legal counsel, selected by the Disinterested Trustees, in a written opinion. Expenses, including accountants' and counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by one or more Series to which the conduct in question related in advance of the final disposition of any such action, suit or proceeding; provided that the Covered Person shall have undertaken to repay the amounts so paid to such Series if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII and (i) the Covered Person shall have provided security for such undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Disinterested Trustees, or an independent legal counsel in a written opinion, shall have determined, based on a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

Section 5. Compromise Payment. As to any matter disposed of by a compromise payment by any such Covered Person referred to in Section 4 of this Article VII, pursuant to a consent decree or otherwise, no such indemnification either for said payment or for any other expenses shall be provided unless such indemnification shall be approved (i) by a majority of a quorum of the Disinterested Trustees or (ii) by an independent legal counsel in a written opinion. Approval by the Trustees pursuant to clause (i) or by independent legal counsel pursuant to clause (ii) shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with either of such clauses as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person’s action was in or not opposed to the best interests of the Trust or to have been liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Covered Person’s office.

Section 6. Indemnification Not Exclusive, etc. The right of indemnification provided by this Article VII shall not be exclusive of or affect any other rights to which any such Covered Person or shareholder may be entitled. As used in this Article VII, a “disinterested” Person is one against whom none of the actions, suits or other proceedings in question, and no other action, suit or other proceeding on the same or similar grounds is then or has been pending or threatened. Nothing contained in this Article VII shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other Persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such Person.

Section 7. Insurance. To the fullest extent permitted by applicable law, the officers and Trustees shall be entitled and have the authority to purchase with Trust Property, insurance for liability and for all expenses reasonably incurred or paid or expected to be

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paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which such Person becomes involved by virtue of such Person’s capacity or former capacity with the Trust, whether or not the Trust would have the power to indemnify such Person against such liability under the provisions of this Article.

Section 8. Liability of Third Persons Dealing with Trustees. No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any actions made or to be made by the Trustees.

Section 9. Derivative Actions. Subject to the requirements set forth in Section 3816 of the DSTA, a Shareholder or Shareholders may bring a derivative action on behalf of the Trust only if the Shareholder or Shareholders first make a pre-suit demand upon the Board of Trustees to bring the subject action unless an effort to cause the Board of Trustees to bring such action is excused. A demand on the Board of Trustees shall only be excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, has a material personal financial interest in the action at issue. A Trustee shall not be deemed to have a material personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment advisor or underwriter.

ARTICLE VIII.

Miscellaneous

Section 1. Dissolution and Liquidation of Trust, Series, or Class. Unless dissolved as provided herein, the Trust shall have perpetual existence. The Trust may be dissolved at any time by vote of a majority of the Shares of the Trust entitled to vote or by the Board of Trustees by written notice to the Shareholders. Any Series or class may be dissolved or liquidated at any time by vote of a majority of the Shares of that Series or class or by the Board of Trustees by written notice to the Shareholders of that Series or class.

Upon dissolution of the Trust (or a particular Series or class, as the case may be), the Trustees shall (in accordance with Section 3808 of the DSTA) pay or make reasonable provision to pay all claims and obligations of each Series or class (or the particular Series or class, as the case may be), including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust but for which the identity of the claimant is unknown. If there are sufficient assets held with respect to each Series or class of the Trust (or the particular Series or class, as the case may be), such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If there are insufficient assets held with respect to each Series or class of the Trust (or the particular Series or class, as the case may be), such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including without limitation, cash, securities or any combination thereof) held with respect to each Series or class of the Trust (or the particular Series or class, as the case may be) shall be distributed to the Shareholders of

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such Series or class, ratably according to the number of Shares of such Series or class held by the several Shareholders on the record date for such dissolution distribution. Upon the winding up of the Trust in accordance with Section 3808 of the DSTA and its termination, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the DSTA

Section 2. Merger and Consolidation; Conversion.

(a) Merger and Consolidation. Pursuant to an agreement of merger or consolidation, the Trust, or any one or more Series or classes, may, by act of a majority of the Board of Trustees, merge or consolidate with or into one or more statutory trusts or other business entities formed or organized or existing under the laws of the State of Delaware or any other state or the United States or any foreign country or other foreign jurisdiction. Any such merger or consolidation shall not require the vote of the Shareholders affected thereby, unless such vote is required by the 1940 Act, or unless such merger or consolidation would result in an amendment of this Declaration of Trust which would otherwise require the approval of such Shareholders. In accordance with Section 3815(f) of the DSTA, an agreement of merger or consolidation may effect any amendment to this Declaration of Trust or the By-Laws or effect the adoption of a new declaration of trust or by-laws of the Trust if the Trust is the surviving or resulting statutory trust. Upon completion of the merger or consolidation, any one (1) Trustee shall execute and cause to be filed a certificate of merger or consolidation in accordance with Section 3815 of the DSTA.

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(b) Conversion. A majority of the Board of Trustees may, without the vote or consent of the Shareholders, cause (i) the Trust to convert to an “other business entity” as defined in Section 3801 of the DSTA organized, formed or created under the laws of the State of Delaware as permitted pursuant to Section 3821 of the DSTA; (ii) the Shares of the Trust or any Series or class to be converted into beneficial interests in another statutory trust (or series or class thereof) created pursuant to this Section 2 of this Article VIII, or (iii) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; provided, however, that if required by the 1940 Act, no such statutory conversion, Share conversion or Share exchange shall be effective unless the terms of such transaction shall first have been approved at a meeting called for that purpose by the “vote of a majority of the outstanding voting securities,” as such phrase is defined in the 1940 Act, of the Trust or Series or class, as applicable; provided, further, that in all respects not governed by statute or applicable law, the Board of Trustees shall have the power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Series or class into beneficial interests in such separate statutory trust or trusts (or series or class thereof).

Section 3. Reorganization.

A majority of the Board of Trustees may cause the Trust to sell, convey and transfer all or substantially all of the assets of the Trust, or all or substantially all of the assets associated with any one or more Series or class, to another trust, statutory trust, partnership, limited partnership, limited liability company, association or corporation organized under the laws of any state, or to one or more separate series or classes thereof, or to the Trust to be held as assets associated with one or more other Series or class of the Trust, in exchange for cash, shares or other securities (including, without limitation, in the case of a transfer to another Series or class of the Trust, Shares of such other Series or class) with such transfer either (a) being made subject to, or with the assumption by the transferee of, the liabilities associated with each Series or class the assets of which are so transferred, or (b) not being made subject to, or not with the assumption of, such liabilities; provided, however, that, if required by the 1940 Act, no assets associated with any particular Series or class shall be so sold, conveyed or transferred unless the terms of such transaction shall first have been approved at a meeting called for that purpose by the “vote of a majority of the outstanding voting securities,” as such phrase is defined in the 1940 Act, of that Series or class. Following such sale, conveyance and transfer, the Board of Trustees shall distribute such cash, shares or other securities (giving due effect to the assets and liabilities associated with and any other differences among the various Series or classes the assets associated with which have so been sold, conveyed and transferred) ratably among the Shareholders of the Series or class the assets associated with which have been so sold, conveyed and transferred (giving due effect to the differences among the various classes within each such Series or class); and if all of the assets of the Trust have been so sold, conveyed and transferred, the Trust shall be dissolved.

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Section 4. Amendments. Subject to the provisions of the second paragraph of this Section 4 of this Article VIII, this Declaration of Trust may be restated and/or amended at any time by an instrument in writing signed by a majority of the then Board of Trustees and, if required, by approval of such amendment by Shareholders in accordance with Article V, Section 3 hereof. Any such restatement and/or amendment hereto shall be effective immediately upon execution and approval or upon such future date and time as may be stated therein. The Certificate of Trust of the Trust may be restated and/or amended at any time by the Board of Trustees, without Shareholder approval, to correct any inaccuracy contained therein. Any such restatement and/or amendment of the Certificate of Trust shall be executed by at least one (1) Trustee and shall be effective immediately upon its filing with the office of the Secretary of State of the State of Delaware or upon such future date as may be stated therein.

Notwithstanding the above, the Board of Trustees expressly reserves the right to amend or repeal any provisions contained in this Declaration of Trust or the Certificate of Trust, in accordance with the provisions of Section 5 of Article III hereof, and all rights, contractual and otherwise, conferred upon Shareholders are granted subject to such reservation. The Board of Trustees further expressly reserves the right to amend or repeal any provision of the By-Laws pursuant to Article IX of the By-Laws.

Section 5. Filing of Copies, References, Headings. The original or a copy of this Declaration of Trust and of each restatement and/or amendment hereto shall be kept at the principal executive office of the Trust or at the principal offices of any administrator where the Trust’s records are maintained so that it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such restatements and/or amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such restatements and/or amendments. In this Declaration of Trust and in any such restatements and/or amendments, references to this instrument, and all expressions of similar effect to “herein,” “hereof” and “hereunder,” shall be deemed to refer to this instrument as amended or affected by any such restatements and/or amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. This instrument may be executed in any number of counterparts, each of which shall be deemed an original.

Section 6. Applicable Law. This Declaration of Trust is created under and is to be governed by and construed and administered according to the laws of the State of Delaware and the applicable provisions of the 1940 Act and the Code; provided, that, all matters relating to or in connection with the conduct of Shareholders’ and Trustees’ meetings (excluding, however, the Shareholders’ right to vote), including, without limitation, matters relating to or in connection with record dates, notices to Shareholders or Trustees, nominations and elections of Trustees, voting by, and the validity of, Shareholder proxies, quorum requirements, meeting

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adjournments, meeting postponements and inspectors, which are not specifically addressed in this Declaration of Trust, in the Bylaws or in the DSTA (other than DSTA Section 3809), or as to which an ambiguity exists, shall be governed by the DGCL, and judicial interpretations thereunder, as if the Trust were a Delaware corporation, the Shareholders were shareholders of such Delaware corporation and the Trustees were directors of such Delaware corporation; provided, further, however, that there shall not be applicable to the Trust, the Trustees, the Shareholders or any other Person or to this Declaration of Trust or the Bylaws (a) the provisions of Sections 3533, 3540 and 3583(a) of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the DSTA) pertaining to trusts which relate to or regulate (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the indemnification, acts or powers of trustees or other Persons, which are inconsistent with the limitations of liabilities or authorities and powers of the Trustees or officers of the Trust set forth or referenced in this Declaration of Trust or the Bylaws. The Trust shall be a Delaware statutory trust pursuant to the DSTA, and without limiting the provisions hereof, the Trust may exercise all powers that are ordinarily exercised by such a statutory trust.

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Section 7. Provisions in Conflict with Law or Regulations.

(a) The provisions of this Declaration of Trust are severable, and if the Board of Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the Code, the DSTA, or with other applicable laws and regulations, the conflicting provision shall be deemed not to have constituted a part of this Declaration of Trust from the time when such provisions became inconsistent with such laws or regulations; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.

Section 8. Statutory Trust Only. It is the intention of the Trustees to create a statutory trust pursuant to the DSTA, and thereby to create the relationship of trustee and beneficial owners within the meaning of the DSTA between the Trustees and each Shareholder. It is not the intention of the Trustees to create a general or limited partnership, limited liability company, joint stock association, corporation, bailment, or any form of legal relationship other than a statutory trust pursuant to the DSTA. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.

Section 9. Use of the Trademark “MTB” . The Trust expressly agrees and acknowledges that the trademark “MTB” is the sole property of Manufacturers and Traders Trust Company (the “Bank”). Pursuant to the terms of a Trademark License Agreement (the “Agreement”), Bank has consented to the use by the Trust of the identifying mark “MTB” with the name “MTB Group of Funds” and has granted to the Trust a non-exclusive license to use such mark as part of the name of the Trust and the name of any Series of its Shares. The Trust further expressly agrees and acknowledges that the non-exclusive license granted under the Agreement may be terminated by Bank if the Trust ceases to use Bank or one of its Affiliates as Investment Adviser or to use other Affiliates or successors of Bank for such purposes. In such event, the non-exclusive license granted under the Agreement may be revoked by Bank and the Trust shall cease using the mark “MTB” as part of its name or the name of any Series of Shares, unless otherwise consented to by Bank or any successor to its interests in such name.

The Trust further understands and agrees that other mutual funds as may be sponsored or advised by Bank or its Affiliates shall have the right to adopt and to use the mark “MTB” in their names and in the names of any Series or class of Shares of such funds.

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IN WITNESS WHEREOF, the Trustees named below do hereby make and enter into this Declaration of Trust as of the 11th day of June, 2009.

/s/    Joseph J. Castiglia	/s/    William H. Cowie, Jr.
Joseph J. Castiglia	William H. Cowie, Jr.
/s/    John S. Cramer	/s/    Jeffrey Durkee
John S. Cramer	Jeffrey Durkee
/s/    Daniel R. Gernatt, Jr.	/s/    Marguerite Hambleton
Daniel R. Gernatt, Jr.	Marguerite Hambleton
/s/    Richard B. Seidel	/s/    Kenneth G. Thompson
Richard B. Seidel	Kenneth G. Thompson

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EX-11

Stradley Ronon Stevens & Young, LLP 1250 Connecticut Avenue, Suite 500 Washington, DC 20036 Telephone: (202) 822-9611

September 22, 2009

Board of Trustees

MTB Group of Funds

100 East Pratt Street, 15th Floor

Baltimore, Maryland 21202

Subject:    Registration Statement on Form N-14

Board of Trustees:

We have acted as counsel to the MTB Group of Funds (the “Trust”), a Delaware statutory trust, in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended. The purpose of the Registration Statement is to register shares to be issued by the Trust on behalf of its series, the MTB Mid Cap Growth Fund (the “Acquiring Fund”), in connection with the acquisition of substantially all of the assets of the MTB Multi Cap Growth Fund, a series of the Trust (the “Target Fund”), by and in exchange for shares of beneficial interest, without par value (the “Shares”), of the Acquiring Fund (the “Transaction”).

We have reviewed the Trust’s Agreement and Declaration of Trust (the “Agreement”) and By-laws, each as amended to date, resolutions adopted by the Trust’s Board of Trustees in connection with the Transaction, the form of Plan of Reorganization for the Transaction, which was approved by the Trust’s Board of Trustees (the “Plan”), and such other legal and factual matters as we have deemed appropriate.

This opinion is based exclusively on the provisions of the Delaware Statutory Trust Act governing the issuance of the shares of the Trust and the reported case law thereunder, and does not extend to the securities or “blue sky” laws of the State of Delaware or other States.

We have assumed the following for purposes of this opinion:

1. The Shares of the Acquiring Fund will be issued in accordance with the Trust’s Agreement and By-laws, each as amended to date, the Plan, and resolutions of the Board of Trustees of the Trust relating to the creation, authorization and issuance of shares and the Transaction.

2. The Shares will be issued against payment therefor as described in the Prospectus/Proxy Statement and the Statement of Additional Information relating thereto included in the Registration Statement, and the Plan, and that such payment will have been at least equal to the net asset value of such Shares.

Board of Trustees

MTB Group of Funds

September 22, 2009

Page 2

On the basis of the foregoing, it is our opinion that, when issued and paid for upon the terms provided in the Registration Statement and the Plan, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.

Very truly yours,
STRADLEY RONON STEVENS & YOUNG, LLP
By:	/s/ Alison M. Fuller
	Alison M. Fuller, a Partner

EX-14

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the references to our firm under the caption “Financial Highlights” in the Combined Prospectus/Proxy Statement of the MTB Multi Cap Growth Fund and the MTB Mid Cap Growth Fund (collectively, the “Funds”) in this Registration Statement (Form N-14) of the MTB Group of Funds, the references to our firm under the captions “Financial Highlights” in the Funds’ Retail Class and Institutional Class Prospectuses dated August 31, 2009 incorporated by reference in this Registration Statement, and “Independent Registered Public Accounting Firm” in the Funds’ Statement of Additional Information dated August 31, 2009 incorporated by reference in this Registration Statement, and to the incorporation by reference of our report, dated June 25, 2009, on the Funds’ financial statements and financial highlights included in the Funds’ April 30, 2009 Annual Report to Shareholders.

/s/ ERNST & YOUNG LLP

Boston, Massachusetts

September 16, 2009

EX-16

MTB GROUP OF FUNDS

(a Delaware statutory trust)

POWER OF ATTORNEY

Each of the undersigned as officers of MTB Group of Funds (the “Trust”), a Delaware statutory trust, hereby constitutes and appoints the Secretaries and Assistant Secretaries of the Trust, and each of them with power to act without the others, his attorney-in-fact, with full power of substitution and resubstitution, to sign the Registration Statement on Form N-14 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, of the Trust as it relates to the reorganization of the MTB Multi Cap Growth Fund, a series of the Trust, with and into the MTB Mid Cap Growth Fund, a series of the Trust, and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and each of them shall have full power and authority to do and perform in the name and on behalf of the undersigned in any and all capacities, all and every act and thing requisite or necessary to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming that which said attorneys, or any of them, may lawfully do or cause to be done by virtue hereof. This instrument may be executed in one or more counterparts.

The undersigned officers hereby execute this Power of Attorney as of the 18^th day of September, 2009.

/s/ Richard Berthy

Richard Berthy, Chief Executive Officer

/s/ Timothy L. Brenner

Timothy L. Brenner, President

/s/ Guy Nordahl

Guy Nordahl, Chief Financial Officer and Treasurer

MTB GROUP OF FUNDS

(a Delaware statutory trust)

POWER OF ATTORNEY

Each of the undersigned as trustees of MTB Group of Funds (the “Trust”), a Delaware statutory trust, hereby constitutes and appoints the Secretaries and Assistant Secretaries of the Trust, and each of them with power to act without the others, his or her attorney-in-fact, with full power of substitution and resubstitution, to sign the Registration Statement on Form N-14 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, of the Trust as it relates to the reorganization of the MTB Multi Cap Growth Fund, a series of the Trust, with and into the MTB Mid Cap Growth Fund, a series of the Trust, and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and each of them shall have full power and authority to do and perform in the name and on behalf of the undersigned in any and all capacities, all and every act and thing requisite or necessary to be done, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that which said attorneys, or any of them, may lawfully do or cause to be done by virtue hereof. This instrument may be executed in one or more counterparts.

The undersigned trustees hereby execute this Power of Attorney as of the 9th day of September, 2009.

/s/ Kenneth G. Thompson	/s/ Daniel R. Gernatt, Jr.
Kenneth G. Thompson, Trustee	Daniel R. Gernatt, Jr., Trustee
/s/ Jeffrey Durkee	/s/ William H. Cowie, Jr.
Jeffrey Durkee, Trustee	William H. Cowie, Jr., Trustee
/s/ Joseph J. Castiglia	/s/ Richard B. Seidel
Joseph J. Castiglia, Trustee	Richard B. Seidel, Trustee
/s/ John S. Cramer	/s/ Marguerite D. Hambleton
John S. Cramer, Trustee	Marguerite D. Hambleton, Trustee

EX-17

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Please detach at perforation before mailing.

PROXY PROXY

SPECIAL MEETING OF SHAREHOLDERS

MTB MULTI CAP GROWTH FUND

January 4, 2010

The undersigned hereby revokes all previous proxies for his/her shares and appoints Michael D. Daniels, Jeffrey M. Seling, and Eric B. Paul, and each of them, proxies of the undersigned with full power of substitution to vote all shares of MTB Multi Cap Growth Fund that the undersigned is entitled to vote at the MTB Multi Cap Growth Fund meeting to be held at the principal executive offices of the MTB Group of Funds (the “Trust”), located at 100 East Pratt Street, 15^th Floor, Baltimore, Maryland 21202, on January 4, 2010 at 3:00 p.m., Eastern Time, including any adjournments thereof (the “Meeting”), upon such business as may properly be brought before the Meeting.

This proxy is solicited on behalf of the Board of Trustees of the Trust on behalf of the MTB Multi Cap Growth Fund. It will be voted as specified. If no specification is made, this proxy shall be voted FOR the Proposal regarding the reorganization of MTB Multi Cap Growth Fund pursuant to the Plan of Reorganization between the Trust, on behalf of MTB Multi Cap Growth Fund, and MTB Mid Cap Growth Fund Fund, another series of the Trust. If any other matters properly come before the Meeting to be voted on, the proxy holders will vote, act and consent on those matters in accordance with the views of management.

IMPORTANT: PLEASE SEND IN YOUR PROXY TODAY.

You are urged to date and sign this proxy and return it promptly. This will save the expense of follow-up letters to shareholders who have not responded.

VOTE VIA THE INTERNET: www.proxyvote.com
VOTE VIA THE TELEPHONE: [            ]
CONTROL NUMBER: [            ]
Note: Please sign exactly as your name appears on the proxy. If signing for estates, trusts or corporations, your title or capacity should be stated. If shares are held jointly, one or more joint owners should sign personally.
Signature
Signature
	2009
Dated

EVERY SHAREHOLDER’S VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN YOUR

PROXY TODAY

(Continued on the other side)

Please detach at perforation before mailing.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK.

Proposal: To approve a Plan of Reorganization providing for the (i) transfer of substantially all of the assets of MTB Multi Cap Growth Fund, a series of MTB Group of Funds, to MTB Mid Cap Growth Fund, a series of MTB Group of Funds, (subject to the retention of certain assets to discharge liabilities) in exchange solely for Class A, Class B, and Institutional I shares of beneficial interest of MTB Mid Cap Growth Fund, and (ii) distribution of such shares to Class A, Class B and Institutional I shareholders of MTB Multi Cap Growth Fund in connection with its liquidation. FOR   ¨ AGAINST   ¨ ABSTAIN   ¨

IMPORTANT: PLEASE SEND IN YOUR PROXY TODAY.

PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE IS

REQUIRED IF MAILED IN THE U.S.