EX-99.ADV LETTER AGR 2 advletter.txt Exhibit (6)(s) INVESTMENT ADVISORY CONTRACT LETTER AGREEMENT MTB Investment Advisors, Inc. 100 East Pratt Street 17th Floor Baltimore, MD 21202 January 6, 2006 MTB Group of Funds 5800 Corporate Drive Pittsburgh, PA 15237-7010 Dear Sirs: Under the Investment Advisory Contract between MTB Investment Advisors, Inc. (the "Adviser") and MTB Group of Funds (the "Trust"), dated August 22, 2003, as amended, the Adviser agrees to contractually waive all or a portion of its investment advisory fee (based on average daily net assets) and other fees (including Rule 12b-1 and shareholder services fees) which it is otherwise entitled to receive from the Funds listed below and/or to reimburse operating expenses of the Funds in order to limit each Fund's total operating expenses for Class A Shares to not more than the stated amount of the Fund's average daily net assets, for the period starting from January 6, 2006 through the latter date of April 30, 2008 or two years from the closing date of the Reorganization with corresponding portfolios of The FBR Funds. Maximum Total Net Operating Expenses Class A Shares MTB Maryland Municipal Bond Fund - Class A Shares 0.85% MTB Virginia Municipal Bond Fund - Class A Shares 0.90% If the foregoing correctly sets forth the agreement between the Trust and the Adviser, please so indicate by signing and returning to the Trust the enclosed copy hereof. This may be executed in counterpart. Very truly yours, MTB INVESTMENT ADVISORS, INC. By: /s/ Scot A Millen Name: Scot A. Millen Title: Vice President ACCEPTED BY: MTB GROUP OF FUNDS By: /s/ Judith J. Mackin --------------------------- Name: Judith J. Mackin Title: Vice President