N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

811-5514

(Investment Company Act File Number)

MTB Group of Funds

(Exact Name of Registrant as Specified in Charter)

MTB Investment Advisors, Inc.

100 East Pratt St., 17th Floor

Baltimore, MD 21202

(Address of Principal Executive Offices)

410.986.5600

(Registrant’s Telephone Number)

Gregory B. McShea

MTB Investment Advisors, Inc.

100 East Pratt St., 17th Floor

Baltimore, MD 21202

(Name and Address of Agent for Service)

(Notices should be sent to the Agent for Service)

Date of Fiscal Year End: 12/31

Date of Reporting Period: Fiscal year ended 12/31/10

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

ITEM 1. REPORT(S) TO STOCKHOLDERS.

The Trust’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:

Managed by MTB Investment Advisors, Inc. — www.mtbia.com

ANNUAL REPORT: December 31, 2010

MTB Managed Allocation Fund – Moderate Growth II

CONTENTS

Management Discussion of Fund Performance	1
Shareholder Expense Example	3
Portfolio of Investments	4
Statement of Assets and Liabilities	6
Statement of Operations	7
Statement of Changes in Net Assets	8
Financial Highlights	9
Notes to Financial Statements	10
Report of Independent Registered Public Accounting Firm	13
Board of Trustees and Trust Officers	14
Board Approval of Investment Advisory Agreements	17

MANAGEMENT DISCUSSION OF FUND PERFORMANCE 1

MTB MANAGED ALLOCATION FUND – MODERATE GROWTH II

For the fiscal year ended December 31, 2010, MTB Managed Allocation Fund – Moderate Growth II (the “Fund”) returned 10.55% based on net asset value,¹ versus its benchmarks, the Standard & Poor’s 500 Index (“S&P 500”)² which returned 15.06%, and Barclay’s Capital U.S. Aggregate Bond Index (“BCAB”)² which returned 6.54%.

The portfolio performed nicely over the past year, helped by the strong returns in the equity markets, particularly in the first, third and fourth quarters of the year. Equities in the Fund represented approximately 65% of the portfolio over the past year. While all equities posted strong returns for the year, mid and small capitalization stocks outperformed their large cap peers during this time. With approximately 10% of the portfolio invested in the MTB Mid Cap Growth Fund and MTB Small Cap Growth Fund, these allocations helped the Fund’s overall performance. Given this strong performance, we took the opportunity to slightly reduce our mid and small cap positions in the Fund in the fourth quarter, reallocating the proceeds to large cap value stocks where we see greater potential in the future. International equities lagged U.S. equities over the past year (the Morgan Stanley Capital International-Europe, Australasia, Far East Index (“MSCI-EAFE”)³ returned 7.75% versus 15.06% for the S&P 500), mostly due to lingering concerns over the sovereign debt crisis in Europe. Our approximate 20% allocation to international stocks through the MTB International Equity Fund was a drag on performance for the year. However, we continue to believe that international equities are an important component of the Fund, as the world becomes more globalized.

Fixed income securities in the Fund represented approximately 35% of the portfolio over the past year. Corporate bonds outpaced government bonds again in 2010, although not nearly to the extent that they did in 2009. While the Fund had exposure to both corporate and government bonds throughout the entire year, we modestly reduced the duration and increased our corporate bond exposure in October. This shortening of duration reflects our view that interest rates are likely to rise in the near to intermediate term.

¹ Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance of a variable investment option changes over time and current performance may be lower or higher than what is stated. For current to the most recent month end performance, contact your insurance company. The performance information presented does not include the charges and expenses imposed by the insurance company under the variable insurance product contract. The inclusion of such charges would lower performance. Please refer to the variable insurance product prospectus for a complete listing of these expenses. Fund shares are available exclusively as a funding vehicle for life insurance companies writing variable life insurance policies and variable annuity contracts.

² The S&P 500 is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 leading companies in leading industries of the U.S. economy. The BCAB is an index measuring both the capital price changes and income provided by the underlying universe of securities, comprised of U.S. Treasury obligations, U.S. investment grade corporate debt and mortgage-backed obligations. The indexes are unmanaged and it is not possible to invest directly in an index.

³ The MSCI EAFE Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. As of December 31, 2010, The MSCI EAFE Index consists of the following 22 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

International investing involves special risks including currency risk, political risks, increased volatility of foreign securities, and differences in auditing and other financial standards.

Bond prices are sensitive to changes in interest rates and a rise in short-term interest rates could cause a decline in bond prices.

Due to its strategy of investing in other mutual funds, this Fund may incur certain additional expenses and tax results that would not be present with a direct investment in the underlying funds.

MTB Group of Funds — ANNUAL REPORT  /  December 31, 2010

2 MANAGEMENT DISCUSSION OF FUND PERFORMANCE

Growth of a $10,000 Investment in MTB Managed Allocation Fund –Moderate Growth II

The graph below illustrates the hypothetical investment of $10,000¹ in the Fund from June 17, 2002 (start of performance) to December 31, 2010, compared to the S&P 500^1,2 and the BCAB.^1,2

Average Annual Total Return for the Period Ended December 31, 2010

One Year	10.55%
Five Years	3.06%
Start of Performance (6/17/2002)	4.02%

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance of a variable investment option changes over time and current performance may be lower or higher than what is stated. For current to the most recent month end performance, contact your insurance company. The performance information presented does not include the charges and expenses imposed by the insurance company under the variable insurance product contract. The inclusion of such charges would lower performance. Please refer to the variable insurance product prospectus for a complete listing of these expenses. Fund shares are available exclusively as a funding vehicle for life insurance companies writing variable life insurance policies and variable annuity contracts.

Annual Operating Expense Ratio

Before Waivers	2.09%
After Waivers	1.73%

The Expense Ratio Before Waivers represents the operating costs borne by the Fund, expressed as a percentage of the Fund’s average net assets, as shown in the Fees and Expenses table in the Fund’s current prospectus (under “Total Annual Fund Operating Expenses”). The Expense Ratio also includes 0.99% of acquired fund fees and expenses.

MTB Investment Advisors, Inc. (MTBIA or Advisor) contractually agreed to waive all or a portion of its investment advisory fee (based on average daily net assets) to which it is otherwise entitled to receive and/or reimburse certain operating expenses of the Fund in order to limit the Fund’s total Direct Annual Fund operating expenses to not more than 0.74% of the Fund’s average daily net assets through April 30, 2011. The Board of Trustees (the “Board”) of the MTB Group of Funds may terminate the waiver if it determines that it is in the best interests of the Fund to do so.

¹ Represents a hypothetical investment of $10,000 in the Fund. The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 and the BCAB have been adjusted to reflect reinvestment of dividends on securities in the indexes.

² The S&P 500 and the BCAB are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (“SEC”) requires to be reflected in the Fund’s performance. The indices are unmanaged and, unlike the Fund, are not affected by cash flows. It is not possible to invest directly in an index.

December 31, 2010  /  MTB Group of Funds — ANNUAL REPORT

3

SHAREHOLDER EXPENSE EXAMPLE

As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution (12b-1) fees and shareholder services fees; and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2010 to December 31, 2010.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account value and expense to estimate the actual ending account balance or your expense for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the Annualized Net Expense Ratio section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	Beginning Account Value 7/1/10		Ending Account Value 12/31/10		Expenses Paid During Period(1)		Annualized Net Expense Ratio(2)
Actual	$	1,000.00	$	1,176.10	$	4.06		0.74	%
Hypothetical (assuming a 5% return before expenses)	$	1,000.00	$	1,021.48	$	3.77		0.74	%

(1) Expenses are equal to the Fund’s annualized net expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

(2) Expense ratio does not reflect the indirect expenses of the underlying funds it invests in.

MTB Group of Funds — ANNUAL REPORT  /  December 31, 2010

4

PORTFOLIO OF INVESTMENTS SUMMARY TABLE

MTB Managed Allocation Fund – Moderate Growth II

At December 31, 2010, the Fund’s portfolio composition was as follows:

	Percentage of Total Net Assets
MTB International Equity Fund		21.4	%
MTB Large Cap Value Fund		19.1	%
MTB Large Cap Growth Fund		16.0	%
MTB Intermediate-Term Bond Fund		11.0	%
MTB Short-Term Corporate Bond Fund		11.0	%
MTB Income Fund		10.0	%
MTB Mid Cap Growth Fund		5.0	%
MTB Small Cap Growth Fund		3.0	%
MTB Prime Money Market Fund		2.7	%
MTB Short Duration Government Bond Fund		1.0	%
Other Assets Less Liabilities – Net*		(0.2	)%
TOTAL		100.0	%

* Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

PORTFOLIO OF INVESTMENTS

Description	Number  of Shares		Value
1MUTUAL FUNDS – 100.2%
EQUITY FUNDS – 64.5%
MTB International Equity Fund, Institutional I Shares		579,243	$	5,282,694
MTB Large Cap Growth Fund, Institutional I Shares		454,347		3,930,098
MTB Large Cap Value Fund, Institutional I Shares		443,172		4,702,059
MTB Mid Cap Growth Fund, Institutional I Shares		83,238		1,221,099
MTB Small Cap Growth Fund, Institutional I Shares		44,368		731,180
TOTAL EQUITY FUNDS			$	15,867,130
FIXED INCOME FUNDS – 33.0%
MTB Income Fund, Institutional I Shares		249,828		2,470,798
MTB Intermediate-Term Bond Fund, Institutional I Shares		256,431		2,715,600
MTB Short Duration Government Bond Fund, Institutional I Shares		24,971		245,967
MTB Short-Term Corporate Bond Fund, Institutional I Shares		264,779		2,708,691
TOTAL FIXED INCOME FUNDS			$	8,141,056

Description	Number  of Shares		Value
MONEY MARKET FUND – 2.7%
2MTB Prime Money Market Fund,   Corporate Shares, 0.06%		675,707	$	675,707
TOTAL MUTUAL FUNDS – 100.2% (COST $21,101,875)			$	24,683,893
OTHER ASSETS LESS LIABILITIES – (0.2%)				(62,188	)
TOTAL NET ASSETS – 100.0%			$	24,621,705

The categories of investments are shown as a percentage of total net assets at December 31, 2010.

(1) Affiliated companies. See Note 4.

(2) 7-Day net yield.

(MTB Managed Allocation Fund – Moderate Growth II continued next page)

December 31, 2010  /  MTB Group of Funds — ANNUAL REPORT

PORTFOLIO OF INVESTMENTS 5

MTB Managed Allocation Fund – Moderate Growth II (concluded)

Cost of investments for Federal tax purposes was $23,148,438. The net unrealized appreciation of investments was $1,535,455. This consists of unrealized appreciation from investment for those securities having an excess of value over cost of $2,140,038 and unrealized depreciation from investments for those securities having an excess of cost over value of $604,583.

Various inputs are used in determining the value of the Fund’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 Fund’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2010 in valuing the Fund’s assets carried at fair value:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Mutual Funds	$	24,683,893	$	—	$	—	$	24,683,893
Total	$	24,683,893	$	—	$	—	$	24,683,893

See Notes which are an integral part of the Financial Statements

MTB Group of Funds — ANNUAL REPORT  /  December 31, 2010

6 STATEMENT OF ASSETS AND LIABILITIES

MTB Managed Allocation Fund – Moderate Growth II

December 31, 2010
ASSETS:
Investments, at identified cost	$	21,101,875
Investments in affiliated investment companies, at value	$	24,683,893
Income receivable		20,031
TOTAL ASSETS		24,703,924
LIABILITIES:
Payable for investments purchased		20,035
Payable for shares redeemed		6,925
Payable for Trustees’ fees		307
Accrued expenses		54,952
TOTAL LIABILITIES		82,219
NET ASSETS	$	24,621,705
NET ASSETS CONSIST OF:
Paid-in capital	$	29,590,510
Undistributed net investment income		191,715
Accumulated net realized gain (loss) on investments		(8,742,538	)
Net unrealized appreciation (depreciation) of investments		3,582,018
TOTAL NET ASSETS	$	24,621,705
Shares outstanding, no par value, (unlimited share authorized)		2,587,613
Net Asset Value Per Share	$	9.52

See Notes which are an integral part of the Financial Statements

December 31, 2010  /  MTB Group of Funds — ANNUAL REPORT

STATEMENT OF OPERATIONS 7

MTB Managed Allocation Fund – Moderate Growth II

Year Ended December 31, 2010
INVESTMENT INCOME:
Dividends from affiliated investment companies	$	354,785
EXPENSES:
Distribution services fee		61,878
Investment advisory fee		61,878
Professional fees		88,295
Shareholder services fee		24,751
Printing and postage		34,092
Portfolio accounting, administration and custodian fees		24,323
Trustees' fees		18,034
Transfer and dividend disbursing agent fees and expenses		11,414
Administrative personnel and services fee		7,047
Miscellaneous		10,281
TOTAL EXPENSES		341,993
WAIVERS AND REIMBURSEMENTS:
Waiver/reimbursement by investment advisor		(115,188	)
Waiver of distribution services fee		(32,804	)
Waiver of shareholder services fee		(13,199	)
Reimbursement of transfer and dividend disbursing agent fees and expenses by Administrator		(233	)
TOTAL WAIVERS AND REIMBURSEMENTS:		(161,424	)
Net expenses		180,569
Net investment income		174,216
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on affiliated investment companies		771,549
Realized gain distributions received from affiliated investment companies		64,409
Net change in unrealized appreciation (depreciation) on affiliated investment companies		1,429,102
Net realized and unrealized loss on affiliated investment companies		2,265,060
Change in net assets resulting from operations	$	2,439,276

See Notes which are an integral part of the Financial Statements

MTB Group of Funds — ANNUAL REPORT  /  December 31, 2010

8 STATEMENT OF CHANGES IN NET ASSETS

MTB Managed Allocation Fund – Moderate Growth II

	Year Ended December 31, 2010			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment income	$	174,216		$	166,082
Net realized gain (loss)		835,958			(8,892,071	)
Net change in unrealized appreciation (depreciation)		1,429,102			14,130,600
Change in net assets resulting from operations		2,439,276			5,404,611
DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net investment income		(165,915	)		(3,002	)
Distributions from net realized gain		—			(146,098	)
Change in net assets resulting from distributions to shareholders		(165,915	)		(149,100	)
SHARE TRANSACTIONS
Proceeds from sale of shares		427,675			331,025
Distributions reinvested		165,915			149,100
Cost of shares redeemed		(5,165,406	)		(7,910,249	)
Change in net assets resulting from share transactions		(4,571,816	)		(7,430,124	)
Change in net assets		(2,298,455	)		(2,174,613	)
NET ASSETS
Beginning of year		26,920,160			29,094,773
End of year	$	24,621,705		$	26,920,160
Undistributed net investment income included in net assets at end of year	$	191,715		$	165,909
SHARES OF BENEFICIAL INTEREST
Shares sold		49,062			46,602
Distributions reinvested		17,594			17,336
Shares redeemed		(584,170	)		(1,150,089	)
Net change resulting from share transactions		(517,514	)		(1,086,151	)

See Notes which are an integral part of the Financial Statements

December 31, 2010  /  MTB Group of Funds — ANNUAL REPORT

FINANCIAL HIGHLIGHTS 9

MTB Managed Allocation Fund – Moderate Growth II

For a share outstanding throughout each year ended December 31, unless otherwise noted:

	2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period		$8.67			$6.94			$10.81			$10.66			$10.40
Income (Loss) From Operations:
Net Investment Income		0.06	(b)		0.05	(b)		0.12	(b)		0.13	(b)		0.27
Net Realized and Unrealized Gain (Loss)		0.85			1.73			(3.30	)		0.60			0.81
Total Income (Loss) From Operations		0.91			1.78			(3.18	)		0.73			1.08
Less Distributions From:
Net Investment Income		(0.06	)		(0.00	)(d)		(0.13	)		(0.23	)		(0.27	)
Net Realized Gains		—			(0.05	)		(0.56	)		(0.35	)		(0.55	)
Total Distributions		(0.06	)		(0.05	)		(0.69	)		(0.58	)		(0.82	)
Net Asset Value, End of Period		$9.52			$8.67			$  6.94			$10.81			$10.66
Total Return		10.55	%		25.62	%		(29.07	)%		6.89	%		10.42	%
Net Assets, End of Period (000’s)		$24,622			$26,920			$29,095			$48,090			$48,285
Ratios to Average Net Assets
Gross Expense(c)		1.38	%		1.10	%		0.90	%		0.81	%		0.83	%
Net Expenses(a)(c)		0.73	%		0.72	%		0.72	%		0.74	%		0.74	%
Net Investment Income		0.70	%		0.64	%		1.30	%		1.21	%		2.50	%
Portfolio Turnover Rate		22	%		43	%		18	%		16	%		21	%

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

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

(c) The Fund invests in other funds within the MTB Group of Funds and indirectly bears its proportionate share of fees and expenses incurred by the underlying funds in which the Fund is invested. This ratio does not include these indirect fees and expenses.

(d) Represents less than $0.01.

See Notes which are an integral part of the Financial Statements

MTB Group of Funds — ANNUAL REPORT  /  December 31, 2010

10 NOTES TO FINANCIAL STATEMENTS

MTB Group of Funds December 31, 2010

1. ORGANIZATION

MTB Group of Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of 23 portfolios, 1 of which is presented herein (individually referred

to as the “Fund”). The remaining 22 funds are presented in separate reports. The Fund in this report is made available exclusively for the purpose of providing a vehicle for the investment of assets of various insurance company separate accounts established to fund variable annuity contracts and variable life insurance policies. The following diversified Fund is presented herein:

Fund	Investment Objective
MTB Managed Allocation Fund – Moderate Growth II (“Moderate Growth Fund II”)*	The Fund seeks to provide capital appreciation, and secondarily, income.

* This Fund is a “fund of funds,” which means that it seeks to achieve its investment objective by investing exclusively in other MTB Funds (“Underlying Funds”) managed by MTB Investment Advisors, Inc. rather than investing directly in securities. The Fund indirectly pays a portion of the expenses incurred by the Underlying Funds. Consequently, an investment in the Fund entails more direct and indirect expenses than a direct investment in the Underlying Funds.

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

2. 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 U.S. generally accepted accounting principles (“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 Valuations – Fair value of the Fund’s portfolio securities are determined as follows:

• investments in other open-end regulated investment companies are valued at net asset value (“NAV”);

• for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trust’s Board of Trustees (the “Trustees”).

The Trust follows the authoritative guidance for fair value measurements. The guidance establishes a framework for measuring fair value and a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The guidance establishes three tiers of inputs that may be used to measure fair value. The three tiers of inputs are summarized at the end of the Portfolio of Investments. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

In January 2010, the Financial Accounting Standard Board issued Accounting Standards Update No. 2010-06, “Fair Value Measurements and Disclosures” (“ASU 2010-06”). ASU 2010-06 requires additional disclosures regarding transfers in and out of all levels of the fair value hierarchy and the reasons for the transfers. ASU 2010-06 also clarifies existing disclosure requirements regarding valuation techniques and inputs used to measure fair value for investments that fall in either Level 2 or Level 3 of the fair value hierarchy. These disclosures became effective for interim and annual periods beginning after December 15, 2009, except for certain disclosures regarding Level 3 transaction activity, which are effective for interim and annual periods beginning after December 15, 2010. The Fund discloses significant transfers between levels based on valuations at the beginning of the reporting period. For the year ended December 31, 2010, there were no transfers between any levels.

Investment Income, Gains and Losses, Expenses and Distributions – Interest income and expenses are accrued daily. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment transactions are accounted for on a trade date basis for financial reporting purposes. Realized gains and losses from investment transactions are recorded on an identified cost basis.

Expenses of the Trust, which are directly identifiable to a specific Fund, are applied to that Fund. Expenses which are not identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense.

Distributions to shareholders are recorded on the ex-dividend date. Distributions from net investment income and net realized gains, if any, are declared and paid annually.

Federal Taxes – It is the Fund’s policy to comply with the Subchapter M provisions 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 or excise tax are necessary.

(continued next page)

December 31, 2010  /  MTB Group of Funds — ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS 11

3. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to character reclassification of distributions from the Fund. Permanent book and tax basis differences, if any, will result in reclassifications among the components of net assets. These reclassifications have no effect on net assets or net asset values per share. For the year ended December 31, 2010, the following permanent differences were reclassified among the components of net assets: $17,505 decrease in accumulated net realized gain (loss) and $17,505 increase in undistributed net investment income.

As of December 31, 2010, there are no uncertain tax positions that would require financial statement recognition, de-recognition or disclosure. The Fund’s Federal tax returns for the years ended December 31, 2009, 2008, and 2007, remain subject to examination by the Internal Revenue Service.

The tax character of distributions as reported on the Statement of Changes in Net Assets for the years ended December 31, 2010 and 2009 were as follows:

2010			2009
Ordinary Income1	Long-Term Capital Gains		Ordinary Income1		Long-Term Capital Gains
$165,915	$	0	$	3,003	$	146,097

¹For tax purposes short-term capital gain distributions are considered ordinary income distributions.

As of December 31, 2010, the components of distributable earnings on a tax basis were as follows:

Undistributed Ordinary Income	Undistributed Long-Term Capital Gain		Capital  Loss Carryforward		Net Unrealized Appreciation (Depreciation)
$191,715	$	0	$	6,695,975	$	1,535,455

The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable in part to differing treatments for the deferral of losses on wash sales.

Capital losses incurred after October 31 (“post-October” losses) within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year. The Fund did not defer post-October losses in the year ended December 31, 2010. The Fund used capital loss carryforwards in the amount of $129,531 to offset capital gains realized during the year ended December 31, 2010.

The Fund’s capital loss carryforwards will reduce the Fund’s taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for Federal income tax. Pursuant to the Code, such capital loss carryforwards will expire on December 31, 2017.

4. ADVISORY FEES, SERVICING FEES, AND OTHER SERVICE PROVIDERS

Investment Advisor – MTB Investment Advisors, Inc. (“MTBIA”, or the “Advisor”) receives for its services an annual investment advisory fee of 0.25%, accrued daily and paid daily, based on a percentage of the Fund’s average daily net assets.

The Advisor contractually agreed to waive all or a portion of its investment advisory fee (based on average daily net assets) to which it is otherwise entitled to receive and/or to reimburse certain operating expenses of the Fund through April 30, 2011, in order to limit its total direct operating expenses to not more than 0.74% of the Fund’s average daily net assets. Furthermore, for the period January 1, 2010 through June 14, 2010, MTBIA voluntarily agreed to limit the Fund’s total direct operating expenses to 0.72%. The voluntary waiver was eliminated effective June 15, 2010.

Administrative Fee – BNY Mellon provides the Trust with fund administration, accounting, and custody services. Fees for such services are based on assets and volume of transactions. For the period September 10, 2007 through September 30, 2010, BNY Mellon has agreed to limit fees payable by the Trust for fund administration, accounting and custody services to $2,679,285 per year. Effective October 1, 2010, BNY Mellon removed the expense limitation and entered into a new fund administration, accounting,

and custody agreement. MTBIA, in its role as co-administrator, provides the Fund with certain administrative personnel and services necessary to operate the Fund. These services were provided for at an aggregate annual fee as specified below.

Administrative personnel and services fees payable to MTBIA are calculated as follows:

Maximum Fee Average Aggregate Daily Net Assets
of the Trust

0.033%	on the first $5 billion
0.020%	on the next $2 billion
0.016%	on the next $3 billion
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. For the year ended December 31, 2010, MTBIA did not waive any administrative personnel and services fee.

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 for the sale, distribution, administration, customer servicing and recordkeeping of the Fund’s shares.

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MTB Group of Funds — ANNUAL REPORT  /  December 31, 2010

12 NOTES TO FINANCIAL STATEMENTS

The Fund may 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, the Fund may pay up to 0.10% of the average daily net assets of the Fund 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 Shareholder Services Agreement with ALPS, under which it is entitled to receive up to 0.10% of the average daily net assets of the Fund’s shares for whom M&T provide shareholder services to. The Fund may 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 or reduce any fees to which they are entitled. For the year ended December 31, 2010, no shareholder services fees were paid by the Fund to M&T.

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.

ALPS Fund Services, Inc. provides transfer agency services to the Trust. For the period November 16, 2007, through November 16, 2010, BNY Mellon 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. Effective October 1, 2010 BNY Mellon agreed to pay the excess amount of fees payable to ALPS Fund Services, Inc. when the total expenses payable by the Trust exceed $995,413, until October 1, 2011. These amounts are shown as reimbursements on the Statement of Operations.

General – Certain Officers of the Trust are also Officers or employees of the above companies that provide services to the Fund and during their terms of office, receive no compensation from the Fund. The Trust’s Statement of Additional Information includes additional information about the Trustees.

Other Affiliated Parties and Transactions – Affiliated holdings are mutual funds which are managed by the Advisor or an affiliate of the Advisor or which are distributed by an affiliate of the Fund’s distributor. Transactions with affiliated companies during the year ended December 31, 2010 are as follows:

Affiliated Fund Name	Balance of Shares Held 12/31/2009		Purchases/ Additions		Sales/ Reductions		Balance of Shares Held 12/31/2010		Value at 12/31/2010		Dividend Income
MTB International Equity Fund		668,217		58,390		147,364		579,243	$	5,282,694	$	52,705
MTB Large Cap Growth Fund		836,350		72,216		454,219		454,347		3,930,098		7,645
MTB Large Cap Value Fund		260,356		245,249		62,433		443,172		4,702,059		15,988
MTB Mid Cap Growth Fund		141,764		6,585		65,111		83,238		1,221,099		—
MTB Small Cap Growth Fund		81,540		8,724		45,896		44,368		731,180		—
MTB Income Fund		307,884		43,641		101,697		249,828		2,470,798		147,339
MTB Intermediate-Term Bond Fund		311,876		43,986		99,431		256,431		2,715,600		136,403
MTB Short Duration Government Bond Fund		27,396		3,983		6,408		24,971		245,967		7,160
MTB Short-Term Corporate Bond Fund		240,554		78,401		54,176		264,779		2,708,691		51,665
MTB Prime Money Market Fund		821,408		10,083,414		10,229,115		675,707		675,707		289
TOTAL		3,697,345		10,644,589		11,265,850		3,076,084	$	24,683,893	$	419,194

5. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term obligations, for the year ended December 31, 2010 were $5,361,256 and $9,695,472, respectively.

6. FEDERAL TAX INFORMATION (Unaudited)

For the year ended December 31, 2010, 9.80% of the ordinary distributions paid by the Fund qualify for the dividends received deduction available to corporate shareholders under the Code Section 243 and 854(b)2.

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December 31, 2010  /  MTB Group of Funds — ANNUAL REPORT

13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS

AND BOARD OF TRUSTEES

MTB GROUP OF FUNDS

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the MTB Managed Allocation Fund – Moderate Growth II (one of the series constituting the MTB Group of Funds) (the “Fund”) as of December 31, 2010, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the transfer agent of the underlying funds. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the MTB Managed Allocation Fund – Moderate Growth II of the MTB Group of Funds at December 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Philadelphia, Pennsylvania

February 18, 2011

MTB Group of Funds — ANNUAL REPORT  /  December 31, 2010

14

BOARD OF TRUSTEES AND TRUST OFFICERS

The following tables give information about each Trustee and the senior officers of the Trust. The tables separately list Trustee members who are “interested persons” of the Fund (i.e., “Interested” Trustees) and those who are not (i.e., “Independent” Trustees). The Trust is comprised of 23 funds and this Fund is one of the investment companies in the Trust. Unless otherwise noted, the business address of each Trustee and senior officer is 100 East Pratt Street, 17th floor, Baltimore, Maryland 21202. Each Trustee oversees all portfolios of the Trust and serves for an indefinite term. The Trust’s Statement of Additional Information includes additional information about the Trustees and is available, without charge and upon request, by calling 1-800-836-2211.

INTERESTED TRUSTEES BACKGROUND

Name Address Birth Year Positions Held with Trust Length of Time Served	Principal Occupation(s), Previous Positions and Other Directorships Held
Kenneth G. Thompson* Manufacturers and Traders Trust Company (“M&T Bank”) Birth year: 1964 TRUSTEE Began serving: December 2008	Principal Occupation: Senior Vice President, M&T Bank. Other Directorships Held: None
Jeffrey Durkee* Manufacturers and Traders Trust Company (“M&T Bank”) Birth year: 1958 TRUSTEE Began serving: December 2007	Principal Occupation: President and Chief Executive Officer, MTB Investment Advisors, Inc. (3/07 to present). Other Directorships Held: None Previous Positions: Chairman and CEO Private Wealth Management, Mercantile Bankshares Corporation (4/06 to 3/07); Senior Vice-President and Director, Southern Division, Legg Mason Wood Walker (1998 to 4/06).

*Kenneth G. Thompson and Jeffrey Durkee are “interested” due to positions they hold with M&T Bank, the parent of the Funds’ Advisor.

INDEPENDENT TRUSTEES BACKGROUND

Name Address Birth Year Positions Held with Trust Length of Time Served

Principal Occupation(s), Previous Positions and Other Directorships Held

Joseph J. Castiglia Birth year: 1934 CHAIRMAN AND TRUSTEE Began serving: February 1988

Principal Occupation: Retired. Other Directorships Held: Chairman, Community Foundation for Greater Buffalo (1/05 to 12/08); Chairman and Treasurer, Buffalo Olmstead Parks Conservancy (1/05 to 12/09); Chairman, Buffalo Philharmonic Orchestra Foundation (1/06 to 12/09); Vice Chairman, Christ the King Seminary (1/05 to 12/09); Director, Baker Victory Services (1/05 to 12/08); Director, Dunn Tire Corporation (1/05 to 12/09); Director, Read to Succeed Buffalo (1/09 to 12/09). Previous Positions: President, Chief Executive Officer and Vice Chairman, Pratt & Lambert United, Inc., manufacturer of paints and chemical specialties (12/67 to 1/96); Chairman and Director, Catholic Health Systems of Western New York (1/97 to 5/03); Chairman Blue Cross Blue Shield of Western and Central New York (5/92 to 5/07); Director, Energy East, gas and electric utility; Chairman and Director, Federal Reserve Bank of New York, Buffalo Branch.

December 31, 2010  /  MTB Group of Funds — ANNUAL REPORT

15

Name Address Birth Year Positions Held with Trust Length of Time Served	Principal Occupation(s), Previous Positions and Other Directorships Held
John S. Cramer Birth year: 1942 TRUSTEE Began serving: December 2000	Principal Occupation: Senior Consultant, Yaffe & Co., Inc., a consulting firm specializing in executive compensation and governance services (2/06 to present), Retired (2002 to 2006). Other Directorships Held: Highmark Blue Cross Blue Shield (4/01 to present); Chek-Med Corporation (6/03 to present). Previous Positions: President and Chief Executive Officer, PinnacleHealth Systems, a non-profit hospital and health care system in central Pennsylvania.
Daniel R. Gernatt, Jr. Birth year: 1940 TRUSTEE Began serving: February 1988	Principal Occupation: CEO, Gernatt Asphalt Products, Inc. (1979 to present). Other Directorships Held: Hilbert College (2000 to present).
William H. Cowie, Jr. Birth year: 1931 TRUSTEE Began serving: September 2003	Principal Occupation: Retired. Other Directorships Held: MedStar Health Community (1972 to present). Previous Positions: Vice Chairman of Signet Banking Corp.
Richard B. Seidel Birth year: 1941 TRUSTEE Began serving: September 2003	Principal Occupations: Founder, Chairman and Director, Girard Partners Ltd., a registered investment advisory firm and Broker/Dealer (1995 to present); Chairman and Director Girard Capital, LLC, registered investment advisors (3/09 to present). Other Directorships Held: Tristate Capital Bank (9/07 to present); Surrey Services for Seniors (2002 to 2008).
Dr. Marguerite D. Hambleton Birth year: 1943 TRUSTEE Began serving: September 2005	Principal Occupation: President, AAA New York State Association (7/09 to present). Other Directorships Held: AAA National Foundation for Traffic Safety (12/85 to present); Catholic Health System (2004 to 2009). Previous Positions: President, New York Federal Reserve Board, Buffalo Branch (12/05 to 4/08); President and CEO, AAA Western and Central New York (1985 to 2005).

OFFICERS

Name Address Birth Year Positions Held with Trust Length of Time Served	Principal Occupation(s) and Previous Positions
Timothy L. Brenner Birth year: 1956 PRESIDENT Began serving: December 2008	Principal Occupation: Senior Vice President, M&T Bank, President of M&T Life Insurance Company.
Michael D. Daniels Birth year: 1967 CHIEF OPERATING OFFICER Began serving: June 2007	Principal Occupation: Chief Operating Officer, MTB Group of Funds and MTB Investment Advisors, Inc.; Administrative Vice President, M&T Bank. Previous Positions: Senior Vice President, MSD&T and MCA (2006 to 2007); Vice President, Calamos Asset Management (2004 to 2006); Vice President, JP Morgan Chase Bank (2002 to 2004).

MTB Group of Funds — ANNUAL REPORT  /  December 31, 2010

16

Name Address Birth Year Positions Held with Trust Length of Time Served	Principal Occupation(s) and Previous Positions
Jeffrey M. Seling Birth year: 1970 VICE PRESIDENT Began serving: June 2007	Principal Occupation: Vice President, M&T Bank and MTB Investment Advisors, Inc. Previous Positions: Vice President, MSD&T; Assistant Vice President, Wells Fargo Bank; Assistant Vice President, JP Morgan Chase Bank.
Bradley J. Swenson Birth year: 1972 AML COMPLIANCE OFFICER Began serving: September 2007	Principal Occupations: Senior Vice President and Chief Compliance Officer, ALPS Distributors, Inc., ALPS Fund Services, Inc., FTAM Funds Distributor, Inc., ALPS Holdings, Inc. and ALPS Advisors, Inc. Previous Positions: Senior Audit Manager, Janus Capital Group, Inc.
Gregory B. McShea Birth year: 1965 CHIEF COMPLIANCE OFFICER Began serving: December 2009	Principal Occupation: Managing Director, MTB Investment Advisors, Inc.; Chief Compliance Officer, MTB Group of Funds. Previous Positions: General Counsel, Legg Mason Capital Management, Inc. (2007 to 2009); General Counsel, Western Asset Management Company (2003 to 2009); Associate General Counsel and Compliance Director, Legg Mason Wood Walker, Incorporated (1997 to 2003).
Ralph V. Partlow III 25 S. Charles St., 22nd Floor Baltimore, MD 21201 Birth year: 1957 VICE PRESIDENT Began serving: June 2010	Principal Occupation: Administrative Vice President and Deputy General Counsel, M&T Bank (2003 to present). Previous Positions: Vice President and Senior Counsel, Allfirst Bank (1995 to 2003).
Guy Nordahl 101 Barclay Street, 11E New York, NY 10286 Birth year: 1965 CHIEF FINANCIAL OFFICER AND TREASURER Began serving: September 2007	Principal Occupation: Vice President, BNY Mellon Asset Servicing.
Lisa R. Grosswirth 101 Barclay Street, 13E New York, NY 10286 Birth year: 1963 SECRETARY Began serving: September 2007	Principal Occupation: Vice President, BNY Mellon Asset Servicing (2004 to present). Previous Positions: Supervisory Paralegal, The Dreyfus Corporation (1998 to 2004).
Richard J. Berthy Three Canal Plaza, Suite 100 Portland, ME 04101 Birth year: 1958 CHIEF EXECUTIVE OFFICER Began serving: September 2007	Principal Occupation: President and Managing Partner, Foreside Financial Group, LLC (5/08 to present). Previous Positions: Chief Administrative Officer, Foreside Financial Group, LLC (2005 to 2008); President and Secretary, Bainbridge Capital Management, LLC (6/03 to 6/06), Vice President, Bainbridge Capital Management, LLC (8/02 to 5/04).
Eric B. Paul Birth year: 1974 VICE PRESIDENT Began serving: June 2008	Principal Occupations: Vice President, M&T Bank (2003 to present); Director of Proprietary Products, M&T Bank (4/08 to present).

December 31, 2010  /  MTB Group of Funds — ANNUAL REPORT

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BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT

At an in-person meeting held on September 22-23, 2010 (“September Meeting”), the Board of Trustees (the “Board”) of the MTB Group of Funds (the “Trust”), including a majority of the Independent Trustees, approved for an annual period the continuation of the investment advisory agreement (the “Advisory Agreement”) with MTB Investment Advisors, Inc. (“MTBIA”) for Managed Allocation Fund – Moderate Growth II (the “Fund”).

In reaching its decision to approve the continuation of the Advisory Agreement, the Board requested, received and reviewed a variety of materials that were provided by MTBIA relating to the Fund and MTBIA, including information about: (1) the nature, extent and quality of the services to be provided; (2) the performance of the Fund as compared to a peer group and an appropriate index; (3) the personnel and operations of MTBIA; (4) the financial condition of MTBIA; (5) the fees and expenses of the Fund, and the amount of the investment advisory fees, both before and after any waivers, as compared to a peer group; (6) the profitability of MTBIA under the Advisory Agreement; (7) any “fall-out” benefits to MTBIA or its affiliates from their relationship with the Trust (that is, any ancillary benefit to MTBIA from their relationship with the Trust); (8) whether any economies of scale are anticipated for the Fund that may warrant a different or revised advisory fee structure; (9) the fees paid MTBIA by any comparable institutional or retail accounts; and (10) possible conflicts of interest. The Board also took into account information that was provided to the Board in its regularly scheduled Board and Committee meetings throughout the year with respect to the services that were provided by MTBIA to the Fund, including quarterly performance reports, prepared by management. At the September Meeting and during the year, the Independent Trustees also met with representatives of MTBIA’s senior management team, as well as senior investment professionals, to discuss the information and MTBIA’s intentions with regard to the ongoing management of the Fund.

In considering the continuation of the Advisory Agreement, the Independent Trustees were advised by independent legal counsel, and met separately with independent legal counsel during sessions at which no representatives of management were present. Prior to voting, the Independent Trustees received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement.

Based on all of the information presented, the Board, including a majority of its Independent Trustees, determined that the fees charged under the Advisory Agreement are reasonable in relation to the services that are provided under the Advisory Agreement. The approvals were based on each Trustee’s business judgment after consideration of all of the factors taken in their entirety. In considering whether to approve the continuation of the Advisory Agreement, the Board reviewed and analyzed the factors that it deemed relevant, including the specific factors that are set forth below. The Trustees concluded that their analysis of all of the factors described below supported the approval of the renewal of the Advisory Agreement for the Fund. In view of the broad scope and variety of factors and information considered, the Board did not find it practicable to assign relative weights to the specific factors that it considered in reaching its conclusions and determinations to approve the continuance of the Advisory Agreement.

Nature, Extent and Quality of Services

In examining the nature, extent and quality of the services provided by MTBIA, the Board recognized that MTBIA has undertaken extensive responsibilities as manager of the Fund, including: (1) providing investment advice to the Fund; (2) implementing policies and procedures designed to ensure compliance with the Fund’s investment goals and policies; (3) reviewing brokerage arrangements; (4) overseeing general Fund compliance with applicable state and federal laws; (5) providing certain administrative services to the Fund; (6) providing risk management oversight and related quarterly Board reports; and (7) the implementation of Board directives as they relate to the Fund and the Trust. The Board also considered MTBIA’s role in coordinating and supervising the activities of the Fund’s other service providers, including the Bank of New York Mellon in connection with its services as Fund custodian, co-administrator and fund accountant. The Board considered information from the Chief Compliance Officer (“CCO”) of the Trust regarding the compliance policies and procedures that the Trust adopted and implemented pursuant to rules of the Securities and Exchange Commission.

The Board also considered the organizational structure, financial condition and reputation of MTBIA. The Board also recognized MTBIA’s long-standing experience in managing the Fund and considered its own familiarity with management through Board meetings, discussions and reports during the preceding year.

Based on the information considered, the Board concluded that the nature, extent and quality of MTBIA’s services supported the continuation of the Advisory Agreement.

Investment Performance

The Board closely reviewed the performance history of the Fund. The Board noted that MTBIA reviews with the Board on a quarterly basis detailed information about the Fund’s performance results, portfolio composition, and investment strategies. The Board considered performance data provided by Morningstar, Inc. (“Morningstar”) and provided to the Board by management on a quarterly basis. The Board also considered performance information that was provided in connection with the September Meeting.

In particular, the Board reviewed the performance of the Fund over various time periods, including (but not limited to) the time periods noted in detail below, as compared to a comparable group of funds as determined by Morningstar (a “Peer Group”), and as compared to the Fund’s benchmark. For this purpose, the “first quintile” is defined as the 20% of funds in the applicable Peer Group that have the highest performance and the “fifth quintile” is defined as the 20% of funds in the applicable Peer Group that have the lowest performance.

MTB Group of Funds — ANNUAL REPORT  /  December 31, 2010

18

The Board observed that the Fund performed in one of the two lowest quintiles for the 1-, 3- and 5-year periods ended June 30, 2010. The Board noted MTBIA’s explanation of the Fund’s performance due to its investments in certain of the MTB Funds, including the MTB Large Cap Growth Fund and MTBIA’s ongoing monitoring of the performance of the Fund.

In reviewing the performance information, the Board was mindful of the investment style used for the Fund and the long-term performance records of the Fund and comparable mutual funds. The Board focused particular attention on the Fund due to its less favorable performance record and took into account management’s explanations regarding the factors that contributed to the performance. The Board concluded that other factors relevant to performance were sufficient, in light of other considerations, to warrant renewal of the Advisory Agreement for another annual period. The Board considered management’s explanations that the underperformance was attributable to a significant extent to investment decisions that were reasonable and consistent with the Fund’s investment objectives and polices and that the Fund was performing within a range of reasonable expectations given market conditions and the Fund’s investment objectives and policies. The Board also considered that MTBIA was closely monitoring the performance and/or taking steps to address the performance.

The Costs of the Services to be Provided

The Board also gave substantial consideration to the fees payable by the Fund under the Advisory Agreement. Among other things, the Board reviewed information compiled by Strategic Insight comparing the Fund’s contractual advisory fee rate (at common asset levels), actual advisory fees (which included the effect of any fee waivers) as a percentage of average net assets, and expenses as a percentage of net assets, to other similar mutual funds (a “Peer Group”). The Peer Group for this purpose was selected by Strategic Insight.

Based on the data provided, the Board observed, among other things, that: the contractual investment advisory fee rates for the Fund were above the median of its Peer Group, while the actual investment advisory fee to be received by MTBIA was reduced by contractual commitments from MTBIA, which will stay in place at least through April 30, 2011. The Board noted that in the case of the Fund MTBIA had waived its entire investment advisory fee, and was reimbursing the Fund for certain expenses.

The Board was satisfied that the advisory fee to be paid by the Fund was within a reasonable range and with the overall expense structure of the Fund, but will continue to monitor investment advisory fees and other expenses borne by the Fund.

The Board noted that MTBIA does not manage accounts that are comparable to the Fund.

Profitability

The Board examined the profitability of MTBIA on an aggregate basis with respect to each of the MTB Funds, as well as with respect to the Fund on an individual basis. The Board reviewed materials that they received from MTBIA regarding MTBIA’s revenues and costs in providing investment advisory and certain administrative services to the Fund. In addition, the Board considered the analysis of MTBIA’s profitability with respect to the Fund, calculated for the years ended December 31, 2008 and December 31, 2009, and the six month period ended June 30, 2010.

Economies of Scale

In response to questions from the Board, MTBIA also provided information regarding whether “economies of scale” that may be present as the Fund grows larger are appropriately reflected in the rate of the investment advisory fee of the Fund. Accordingly, the Board considered MTBIA’s assessments that under current market conditions and based on the asset sizes of the Fund that economies of scale were appropriately reflected in the investment advisory fees of the Fund.

Other Benefits

The Board considered the “fall-out” or ancillary benefits that may accrue to MTBIA as a result of its relationship with the Fund. In that regard, the Board considered the fees received by MTBIA and its affiliates for providing other services to the Fund under separate agreements.

*    *    *

The Board based its decision to renew the Advisory Agreement on the totality of the circumstances, including the factors identified above, and with a view to past and long-term considerations. Not all of the factors and considerations identified were relevant to the Fund, nor did the Board find any one of them to be determinative. After evaluation of all of the relevant information, and discussions with MTBIA, the Board concluded that the level of fees paid by the Fund to MTBIA was reasonable in relation to the services provided. As a result, the Board, including all of the Independent Trustees, approved the Advisory Agreement.

December 31, 2010  /  MTB Group of Funds — ANNUAL REPORT

19

Shares of the MTB Group of Funds are not FDIC insured or otherwise protected by the U.S. government, are not deposits or other obligations of, or guaranteed by, Manufacturers and Traders Trust Company, and are subject to investment risks, including possible loss of the principal amount invested.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund’s prospectus which contains facts concerning its objectives and policies, management fees, expenses and other information.

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund’s portfolios is available, without charge and upon request, by calling 1-800-836-2211. A report on how the Fund voted any such proxies during the most recent 12-month period ended December 31 is available through MTB Funds’ website. Go to www.mtbfunds.com; select “Proxy Voting Record” to access the link. This information is also available from the Edgar database on the SEC’s website at www.sec.gov.

QUARTERLY PORTFOLIO SCHEDULE

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on Form N-Q. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.)

Householding

In an effort to reduce volume of mail you receive, only one copy of the prospectus, annual/semi-annual report, SAI and proxy statements will be sent to shareholders who are part of the same family and share the same address.

If you would like to request additional copies of the prospectus, annual/semi-annual report or SAI, or wish to opt out of householding mailings, please contact Shareholder Services at 1-800-836-2211, or write to MTB Group of Funds, P.O. Box 44489, Denver, CO 80201.

MTB Group of Funds — ANNUAL REPORT  /  December 31, 2010

Investment Advisor

MTB Investment Advisors, Inc.

100 E. Pratt Street

17th Floor

Baltimore, MD 21202

Distributor

ALPS Distributors, Inc.

1290 Broadway

Suite 1100

Denver, CO 80203

Co-Administrator

MTB Investment Advisors, Inc.

100 E. Pratt Street

17th Floor

Baltimore, MD 21202

Co-Administrator, Accountant and Custodian

The Bank of New York Mellon

101 Barclay Street

New York, NY 10286

Transfer Agent and Dividend

Disbursing Agent

ALPS Fund Services, Inc.

1290 Broadway

Suite 1100

Denver, CO 80203

Independent Registered Public

Accounting Firm

Ernst & Young LLP

Two Commerce Square

2001 Market Street

Suite 4000

Philadelphia, PA 19103

We are pleased to send you this Annual Report of MTB Group of Funds. The Annual Report contains important information about your investments in MTB Group of Funds.

Since we are required by law to send a Annual Report to each person listed as a shareholder, you (or your household) may receive more than one Annual Report.

(12/10)

MTB FUNDS

100 EAST PRATT STREET, 17^th FLOOR

BALTIMORE, MD 21202

MTB-AR-010-1210

1-800-836-2211  /  mtbfunds.com

ITEM 2. CODE OF ETHICS

(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.

(b) There have been no amendments to the registrant’s code of ethics that apply to its Principal Executive Officer or Principal Financial Officer.

(c) There have been no amendments to the Funds’ code of ethics during the reporting period for this Form N-CSR.

(d) The registrant has not granted any waivers, including an implicit waiver, from any provisions of its code of ethics during the reporting period for this Form N-CSR.

(e) Not Applicable

(f)(3) The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant at 1-800-341-7400, and ask for a copy of the Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT

The registrant’s Board has determined that each member of the Board’s Audit Committee is an “audit committee financial expert,” and that each such member is “independent,” for purposes of this Item. The Audit Committee consists of the following Board members: Joseph J. Castiglia, William H. Cowie, Jr., John S. Cramer, and Richard B. Seidel.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were as follows:

Fiscal year ended 2010 - $487,314

Fiscal year ended 2009 - $507,119

(b) Audit-Related Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported above in Item 4(a) were as follows:

Fiscal year ended 2010 - $0

Fiscal year ended 2009 - $0

Amount requiring approval of the registrant’s audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0 respectively.

(c) Tax Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were as follows:

Fiscal year ended 2010 - $151,520

Fiscal year ended 2009 - $158,475

Amount requiring approval of the registrant’s audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0 respectively.

(d) All Other Fees. The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) and (c) of this Item were as follows:

Fiscal year ended 2010 - $0

Fiscal year ended 2009 - $0

Amount requiring approval of the registrant’s audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0 respectively.

(e)(1) Audit Committee Policies regarding Pre-approval of Services.

The Audit Committee is required to pre-approve audit and non-audit services performed by the independent auditor in order to assure that the provision of such services do not impair the auditor’s independence. Unless a type of service to be provided by the independent auditor has received general pre-approval, it will require specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre- approval by the Audit Committee.

Certain services have the general pre-approval of the Audit Committee. The term of the general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee will annually review the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee and may grant general pre-approval for such services. The Audit Committee will revise the list of general pre-approved services from time to time, based on subsequent determinations. The Audit Committee will not delegate its responsibilities to pre-approve services performed by the independent auditor to management.

The Audit Committee has delegated pre-approval authority to its Chairman. The Chairman will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Committee will designate another member with such pre-approval authority when the Chairman is unavailable.

AUDIT SERVICES

The annual Audit services engagement terms and fees will be subject to the specific pre-approval of the Audit Committee. The Audit Committee must approve any changes in terms, conditions and fees resulting from changes in audit scope, registered investment company (RIC) structure or other matters.

In addition to the annual Audit services engagement specifically approved by the Audit Committee, the Audit Committee may grant general pre-approval for other Audit Services, which are those services that only the independent auditor reasonably can provide. The Audit Committee has pre-approved certain Audit services, all other Audit services must be specifically pre-approved by the Audit Committee.

AUDIT-RELATED SERVICES

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent auditor. The Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor, and has pre-approved certain Audit-related services, all other Audit-related services must be specifically pre-approved by the Audit Committee.

TAX SERVICES

The Audit Committee believes that the independent auditor can provide Tax services to the Company such as tax compliance, tax planning and tax advice without impairing the auditor’s independence. However, the Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee has pre-approved certain Tax services, all Tax services involving large and complex transactions must be specifically pre-approved by the Audit Committee.

ALL OTHER SERVICES

With respect to the provision of services other than audit, review or attest services the pre-approval requirement is waived if:

(1) The aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues paid by the registrant, the registrant’s adviser (not including any

sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant to its accountant during the fiscal year in which the services are provided;

(2) Such services were not recognized by the registrant, the registrant’s adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant at the time of the engagement to be non-audit services; and

(3) Such services are promptly brought to the attention of the Audit Committee of the issuer and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the board of directors to whom authority to grant such approvals has been delegated by the Audit Committee.

The Audit Committee may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, and would not impair the independence of the auditor.

The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of prohibited non-audit services and the applicability of exceptions to certain of the prohibitions.

PRE-APPROVAL FEE LEVELS

Pre-approval fee levels for all services to be provided by the independent auditor will be established annually by the Audit Committee. Any proposed services exceeding these levels will require specific pre-approval by the Audit Committee.

PROCEDURES

Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Principal Accounting Officer and/or Internal Auditor, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

(e)(2) Percentage of services identified in items 4(b) through 4(d) that were approved by the registrants audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

4(b)

Fiscal year ended 2010 - 0%

Fiscal year ended 2009 - 0%

Percentage of services provided to the registrants investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were approved by the registrants audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, 0% and 0% respectively.

4(c)

Fiscal year ended 2010 - 0%

Fiscal year ended 2009 - 0%

Percentage of services provided to the registrants investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were approved by the registrants audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, 0% and 0% respectively.

4(d)

Fiscal year ended 2010 - 0%

Fiscal year ended 2009 - 0%

Percentage of services provided to the registrants investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were approved by the registrants audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, 0% and 0% respectively.

(f) Not Applicable

(g) Non-Audit Fees billed to the registrant, the registrant’s investment adviser, and certain entities controlling, controlled by or under common control with the investment adviser:

Fiscal year ended 2010 - $151,520

Fiscal year ended 2009 - $158,475

(h) The registrant’s Audit Committee has considered that the provision of non-audit services that were rendered to the registrant’s adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not Applicable

ITEM 6. INVESTMENTS

(a) The schedule is included as part of the report to shareholders filed under Item 1 of this Form.

(b) Not Applicable

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not Applicable

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not Applicable

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not Applicable

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No changes to report.

ITEM 11. CONTROLS AND PROCEDURES

(a) The registrant’s principal executive officer and principal financial officer concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))), are effective as of a date within 90 days of the filing date of this report, based on the evaluation of the registrant’s disclosure controls and procedures, as required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)), that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS

(a)(1) Not applicable.

(a)(2) Certifications of the principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) are filed herewith as Exhibit 99CERT.

(a)(3) Not applicable.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) are filed herewith as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) MTB Group of Funds

By:	/s/    Richard J. Berthy
Name:	Richard J. Berthy
Title:	Principal Executive Officer
Date:	February 25, 2011

By:	/s/    Guy Nordahl
Name:	Guy Nordahl
Title:	Principal Financial Officer
Date:	February 25, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/    Richard J. Berthy
Name:	Richard J. Berthy
Title:	Principal Executive Officer
Date:	February 25, 2011

By:	/s/    Guy Nordahl
Name:	Guy Nordahl
Title:	Principal Financial Officer
Date:	February 25, 2011

EX-99.CERT

EXHIBIT (a)(2)

Rule 30a-2(a) CERTIFICATIONS

I, Richard J. Berthy, certify that:

1. I have reviewed this report on Form N-CSR of MTB Group of Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/    Richard J. Berthy

Richard J. Berthy

Principal Executive Officer

Rule 30a-2(a) CERTIFICATIONS

I, Guy Nordahl, certify that:

1. I have reviewed this report on Form N-CSR of MTB Group of Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/    Guy Nordahl

Guy Nordahl

Principal Financial Officer

EX-99.906CERT

EXHIBIT (b)

Rule 30a-2(b) CERTIFICATIONS

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code): Each of the undersigned officers of MTB Group of Funds (the Trust), do hereby certify, to such officer’s knowledge, that:

(1) the Trust’s report on Form N-CSR for the period ended December 31, 2010 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Trust.

Dated: February 25, 2011

/s/    Richard J. Berthy
Name:	Richard J. Berthy
Title:	Principal Executive Officer

Dated: February 25, 2011

/s/    Guy Nordahl
Name:	Guy Nordahl
Title:	Principal Financial Officer