Vision Group of Funds Inc Sample Contracts

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ARTICLE I
Agreement and Plan of Reorganization • March 22nd, 2006 • MTB Group of Funds • Delaware
LETTER AGREEMENT Federated Securities Corp. Federated Investors Tower Pittsburgh, PA 15222-3779
Letter Agreement • February 14th, 2001 • Vision Group of Funds

Under the Rule 12b-1 Plan between Federated Securities Corp. (the "Distributor") and Vision Group of Funds (the "Trust"), to be dated November 1, 2000, the Distributor agrees to contractually waive its Rule 12b-1 distribution fee of 0.25% (based on average daily net assets) to which it is otherwise entitled to receive on the designated Class or Fund listed below for a one year period starting from the commencement of each Fund's operations, which is anticipated to occur on or about December 18, 2000.

AGREEMENT
Vision Group of Funds • February 22nd, 2001 • Delaware
WITNESSETH:
Custodian Agreement • February 11th, 2005 • MTB Group of Funds • Massachusetts
RECITALS:
Subadvisory Agreement • April 26th, 2007 • MTB Group of Funds • New York
EXHIBIT A to the Investment Advisory Contract dated November 1, 2000
Vision Group of Funds • August 27th, 2001 • Pennsylvania
AGREEMENT For ADMINISTRATIVE SERVICES
Vision Group of Funds • August 27th, 2001 • Pennsylvania
AGREEMENT
Vision Group of Funds • February 22nd, 2001 • Delaware
Exhibit h(v) under Form N-1A Exhibit 10 under Item 601/ Reg. S-K
Shareholder Services Agreement • April 28th, 2005 • MTB Group of Funds • Pennsylvania
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EXHIBIT (H)(XXX) UNDER FORM N-1A EXHIBIT 10 UNDER ITEM 601/ REG. S-K PARTICIPATION AGREEMENT
Participation Agreement • March 1st, 2007 • MTB Group of Funds • New York
AGREEMENT
Vision Group of Funds • February 22nd, 2001 • Delaware
INVESTMENT ADVISORY CONTRACT LETTER AGREEMENT MTB Investment Advisors, Inc. 100 East Pratt Street 17th Floor Baltimore, MD 21202
MTB Group of Funds • August 29th, 2005

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) to which it is otherwise entitled to receive from the Funds listed below and/or to reimburse certain operating expenses of the Funds in order to limit each Fund's total operating expenses to not more than the stated amount of the Fund's average daily net assets, for the period from May 1, 2005 through April 30, 2006.

VISION GROUP OF FUNDS
Vision Group of Funds • August 27th, 2001 • Pennsylvania
SCHEDULE A to the Investment Advisory Contract
MTB Group of Funds • April 28th, 2004 • Pennsylvania
MUTUAL FUNDS SALES AND SERVICE AGREEMENT
Sales and Service Agreement • April 28th, 2006 • MTB Group of Funds • Pennsylvania
INVESTMENT ADVISORY CONTRACT LETTER AGREEMENT
MTB Group of Funds • August 28th, 2007
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