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)




                           5800 Corporate Drive
                    Pittsburgh, Pennsylvania 15237-7000


                              (412) 288-1900
                      (Registrant's Telephone Number)


                        C. Grant Anderson, Esquire
                         Federated Investors Tower
                            1001 Liberty Avenue
                    Pittsburgh, Pennsylvania 15222-3779
                  (Name and Address of Agent for Service)
             (Notices should be sent to the Agent for Service)






                     Date of Fiscal Year End: 12/31/03


            Date of Reporting Period: Six months ended 6/30/03


Item 1.     Reports to Stockholders

FINANCIAL STATEMENTS

MTB GROUP OF FUNDS

(formerly VISION Group of Funds)

Semi-Annual Report to
Shareholders

MTB Large Cap Growth Fund II

MTB Large Cap Value Fund II

MTB Managed Allocation
Fund-Moderate Growth II

June 30, 2003

MTB Large Cap Growth Fund II

Portfolio of Investments

June 30, 2003 (unaudited)

Shares		Value
Common Stocks—95.5%
	Air Freight & Logistics—2.5%
700	United Parcel Service, Inc.	$	44,590
	Beverages—6.6%
1,500	Coca-Cola Co.		69,615
1,100	PepsiCo, Inc.		48,950
	Total		118,565
	Biotechnology—5.3%
1,100	(1)Amgen, Inc.		73,678
300	(1)Genentech, Inc.		21,636
	Total		95,314
	Building Products—3.2%
2,400	Masco Corp.		57,240
	Communications Equipment—6.6%
3,600	Nokia Oyj, Class A, ADR		59,148
1,700	Qualcomm, Inc.		60,775
	Total		119,923
	Diversified Financial Services—2.1%
900	Citigroup, Inc.		38,520
	Energy Equipment & Services—6.3%
600	Baker Hughes, Inc.		20,142
1,600	Schlumberger Ltd.		76,112
800	(1)Transocean, Inc.		17,576
	Total		113,830
	Food & Staples Retailing—1.0%
500	Costco Wholesale Corp.		18,300
	Healthcare Equipment & Supplies—4.8%
1,800	Medtronic, Inc.		86,346
	Hotels Restaurants & Leisure—2.6%
1,200	Marriott International, Inc., Class A		46,104
	Household Durables—2.5%
1,600	Newell Rubbermaid, Inc.		44,800
	Household Products—9.6%
1,600	Colgate-Palmolive Co.		92,720
900	Procter & Gamble Co.		80,262
	Total		172,982
	IT Services—1.4%
600	First Data Corp., Class		24,864

Shares		Value
Common Stocks—continued
	Industrial Conglomerates—3.5%
500	3M Co.	$	64,490
	Insurance—6.2%
1,100	American International Group, Inc.		60,698
1,000	Marsh & McLennan Cos., Inc.		51,070
	Total		111,768
	Machinery—1.5%
500	Caterpillar, Inc.		27,830
	Media—8.1%
2,900	Disney (Walt) Co.		57,275
800	Gannett Co., Inc.		61,448
400	Omnicom Group, Inc.		28,680
	Total		147,403
	Multiline Retail—1.4%
500	(1)Kohl’s Corp.		25,690
	Personal Products—3.7%
2,100	Gillette Co.		66,906
	Pharmaceuticals—12.3%
1,400	Johnson & Johnson		72,380
800	Lilly (Eli) & Co.		55,176
2,760	Pfizer, Inc.		94,254
	Total		221,810
	Software—4.3%
500	(1)Electronic Arts, Inc.		36,995
800	Microsoft Corp.		20,488
1,700	(1)Oracle Corp.		20,434
	Total		77,917
	Total Common Stocks (identified cost $1,660,176)		1,725,192
Mutual Fund—3.5%
63,257	SSGA Money Market Fund (at net asset value)		63,257
	Total Investments—99.0% (identified cost $1,723,433)		1,788,449
	Other Assets and Liabilities—Net—1.0%		18,567
	Total Net Assets —100%	$	1,807,016

(See Notes to Portfolios of Investments)

1

MTB Large Cap Value Fund II

Portfolio of Investments

June 30, 2003 (unaudited)

Shares		Value
Common Stocks—93.8%
	Aerospace & Defense—2.2%
660	Honeywell International, Inc.	$	17,721
705	Raytheon Co.		23,152
	Total		40,873
	Auto Components—1.3%
530	(1)Lear Corp.		24,391
	Capital Markets—4.9%
875	Bank of New York Co., Inc.		25,156
670	Merrill Lynch & Co., Inc.		31,276
780	Morgan Stanley		33,345
	Total		89,777
	Chemicals—1.4%
600	Du Pont (E.I.) de Nemours & Co.		24,984
	Commercial Banks—5.5%
985	FleetBoston Financial Corp.		29,264
650	KeyCorp		16,426
880	U.S. Bancorp		21,560
685	Wells Fargo & Co.		34,524
	Total		101,774
	Commercial Services & Supplies—1.4%
1,440	(1)Cendant Corp.		26,381
	Computers & Peripherals—1.4%
1,300	(1)Electronics for Imaging, Inc.		26,377
	Consumer Finance—1.4%
530	Capital One Financial Corp.		26,065
	Diversified Financial Services—4.9%
2,115	Citigroup, Inc.		90,522
	Diversified Telecommunication Services—3.9%
620	BellSouth Corp.		16,511
1,355	SBC Communications, Inc.		34,620
530	Verizon Communications		20,908
	Total		72,039
	Electric Utilities—2.5%
659	DTE Energy Co.		25,464
185	FPL Group, Inc.		12,367
195	PPL Corp.		8,385
	Total		46,216
	Electronic Equipment & Instruments—2.1%
1,365	(1)Solectron Corp.		5,105
2,540	Symbol Technologies, Inc.		33,045
	Total		38,150
	Energy Equipment & Services—1.8%
320	Schlumberger Ltd.		15,222
850	(1)Transocean Sedco Forex, Inc.		18,675
	Total		33,897
	Food & Staples Retailing—1.1%
1,235	Kroger Co.		20,600

Shares		Value
Common Stocks—continued
	Healthcare Providers & Services—3.8%
960	(1)Caremark Rx, Inc.	$	24,653
520	HCA—The Healthcare Corp.		16,661
1,544	Health Management Association, Class A		28,487
	Total		69,801
	Hotels Restaurants & Leisure—2.0%
460	Carnival Corp.		14,955
1,170	Darden Restaurants, Inc.		22,207
	Total		37,162
	Household Durables—0.9%
600	Newell Rubbermaid, Inc.		16,800
	Household Products—0.8%
265	Kimberly-Clark Corp.		13,817
	IT Services—1.3%
1,640	(1)Concord EFS, Inc.		24,141
	Industrial Conglomerates—1.9%
1,215	General Electric Co.		34,846
	Insurance—9.0%
675	Allstate Corp.		24,064
1,020	American International Group, Inc.		56,284
445	Hartford Financial Services Group, Inc.		22,410
600	Jefferson-Pilot Corp.		24,876
500	Lincoln National Corp.		17,815
550	St. Paul Cos., Inc.		20,080
	Total		165,529
	Leisure Equipment & Products—0.6%
630	Mattel, Inc.		11,920
	Machinery—1.6%
670	SPX Corp.		29,520
	Media—10.4%
2,070	(1)AOL Time Warner, Inc.		33,306
590	(1)Clear Channel Communications, Inc.		25,010
1,115	(1)Comcast Corp., Class A		33,651
490	(1)Cox Communications, Inc., Class A		15,631
1,180	Disney (Walt) Co.		23,305
1,590	(1)Liberty Media Corp., Class A		18,380
1,000	(1)Viacom, Inc., Class B		43,660
	Total		192,943
	Metals & Mining—1.2%
890	Alcoa, Inc.		22,695
	Multi-Utilities & Unregulated Power—0.5%
435	Duke Energy Corp.		8,678
	Oil & Gas—9.8%
485	Burlington Resources, Inc.		26,224
770	ChevronTexaco Corp.		55,594
955	ConocoPhillips		52,334
1,320	Exxon Mobil Corp.		47,401
	Total		181,553

2

MTB Large Cap Value Fund II

Shares		Value
Common Stocks—continued
	Pharmaceuticals—1.4%
770	Pfizer, Inc.	$	26,295
	Real Estate—2.1%
735	Archstone-Smith Trust		17,640
807	Equity Office Properties Trust		21,797
	Total		39,437
	Road & Rail—1.1%
650	CSX Corp.		19,559
	Semiconductor Equipment & Products—1.3%
675	(1)International Rectifier Corp.		18,104
325	Texas Instruments, Inc.		5,720
	Total		23,824
	Specialty Retail—2.6%
860	Home Depot, Inc.		28,483
1,085	(1)Staples, Inc.		19,910
	Total		48,393
	Thrifts & Mortgage Finance—4.9%
455	Countrywide Financial Corp.		31,654
405	Fannie Mae		27,313
770	Washington Mutual, Inc.		31,801
	Total		90,768

Shares		Value
Common Stocks—continued
	Tobacco—0.8%
320	Altria Group, Inc.	$	14,541
	Total Common Stocks (identified cost $1,681,459)		1,734,268
Mutual Funds—6.0%
81,904	SSGA Money Market Fund		81,904
29,274	SSGA US Government Money Market Fund		29,274
	Total Mutual Funds (at net asset value)		111,178
	Total Investments —99.8% (identified cost $1,792,637)		1,845,446
	Other Assets and Liabilities—Net—0.2%		4,122
	Total Net Assets—100%	$	1,849,568

(See Notes to Portfolios of Investments)

3

MTB Managed Allocation Fund—Moderate Growth II

Portfolio of Investments

June 30, 2003 (unaudited)

Shares		Value
Mutual Funds—99.8%(2)
	Equity Funds—59.2%
130,752	VISION International Equity Fund, Class A	$	1,052,553
244,349	VISION Large Cap Core Fund, Class A		1,475,866
230,785	VISION Large Cap Growth Fund, Class A		1,601,645
206,872	VISION Large Cap Value Fund, Class A		1,880,468
95,031	VISION Mid Cap Stock Fund, Class A		1,209,748
103,666	VISION Small Cap Stock Fund, Class A		825,181
	Total		8,045,461
	Fixed Income Funds—33.4%
95,288	VISION Institutional Limited Duration U.S. Government Fund, Class A		939,538
177,322	VISION Intermediate Term Bond Fund, Class A		1,737,759
188,669	VISION U.S. Government Securities Fund		1,873,480
	Total		4,550,777

Shares		Value
Mutual Funds—continued
	Money Market Fund—7.2%
972,949	VISION Institutional Prime Money Market Fund	$	972,949
	Total Investments—99.8% (identified cost $12,890,979)		13,569,187
	Other Assets and Liabilities—Net—0.2%		27,862
	Total Net Assets—100%	$	13,597,049

(See Notes to Portfolios of Investments)

4

Notes to Portfolios of Investments (unaudited)

The categories of investments are shown as a percentage of net assets at June 30, 2003.

(1) Non-income producing security.

(2) Affiliated company. At June 30, 2003, these securities amounted to $13,569,187 which represents 99.8% of total net assets.

The following acronym is used throughout this report:

ADR—American Depositary Receipt

MTB Fund	Cost of Investments for Federal Tax Purposes		Total Net Assets
Large Cap Growth Fund II	$	1,723,433	$	1,807,016
Large Cap Value Fund II	$	1,792,637	$	1,849,568
Managed Allocation Fund—Moderate Growth II	$	12,890,979	$	13,597,049

(See Notes which are an integral part of the Financial Statements)

5

MTB Group of Funds

Statements of Assets and Liabilities

June 30, 2003 (unaudited)

	Large Cap Growth Fund II			Large Cap Value Fund II			Managed Allocation Fund—Moderate Growth II
Assets:
Investments in securities, at value	$	1,788,449		$	1,845,446		$	13,569,187	(a)
Income receivable		965			2,349			23,997
Receivable for shares sold		14,377			8,850			17,348
Receivable for investments sold		—			36,468			—
Prepaid expenses		7,410			7,017			—
Total assets		1,811,201			1,900,130			13,610,532
Liabilities:
Payable for investments purchased		—			45,925			—
Payable for administrative personnel and services fee		556			553			2,510
Payable for transfer and dividend disbursing agent fees and expenses		3,111			3,571			7,436
Payable for Trustees’ fees		13			11			—
Payable for portfolio accounting fees		154			134			916
Payable for distribution services fee		351			368			2,464
Accrued expenses		—			—			157
Total liabilities		4,185			50,562			13,483
Net Assets	$	1,807,016		$	1,849,568		$	13,597,049
Net Assets Consist of:
Paid in capital	$	1,860,490		$	1,872,417		$	12,948,675
Net unrealized appreciation of investments		65,016			52,809			678,208
Accumulated net realized loss on investments		(121,199	)		(79,434	)		(45,287	)
Undistributed net investment income		2,709			3,776			15,453
Total Net Assets	$	1,807,016		$	1,849,568		$	13,597,049
Shares Outstanding:		199,902			209,504			1,382,984
Net Asset Value, Offering Price and Redemption Proceeds Per Share:	$	9.04		$	8.83		$	9.83
Investments, at identified cost	$	1,723,433		$	1,792,637		$	12,890,979

(a) Including $13,569,187 of investments in affiliated issuers.

(See Notes which are an integral part of the Financial Statements)

6

MTB Group of Funds

Statements of Operations

Six Months Ended June 30, 2003 (unaudited)

	Large Cap Growth Fund II			Large Cap Value Fund II			Managed Allocation Fund—Moderate Growth II
Investment Income:
Dividends	$	9,951	(a)	$	14,989		$	85,571	(b)
Interest		352			408			2,951
Total investment income		10,303			15,397			88,522
Expenses:
Investment adviser fee (Note 5)		6,359			5,434			12,150
Administrative personnel and services fee (Note 5)		651			676			4,230
Custodian fees		37			39			243
Transfer and dividend disbursing agent fees and expenses (Note 5)		4,551			5,180			5,842
Trustees’ fees		24			21			21
Auditing fees		61			103			110
Legal fees		1,945			1,968			2,840
Portfolio accounting fees (Note 5)		337			349			2,187
Distribution services fee (Note 5)		1,870			1,941			12,150
Share registration costs		8			8			128
Printing and postage		3,470			3,376			6,523
Insurance premiums		1,255			1,267			1,248
Miscellaneous		1,635			1,604			1,779
Total expenses		22,203			21,966			49,451
Waivers and Reimbursements:
Waiver of investment adviser fee		(6,359	)		(5,434	)		(12,150	)
Reimbursement of other operating expenses		(8,363	)		(8,769	)		(1,337	)
Total waivers and reimbursements		(14,722	)		(14,203	)		(13,487	)
Net expenses		7,481			7,763			35,964
Net investment income		2,822			7,634			52,558
Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments		(12,847	)		(5,561	)		(2,847	)(c)
Net change in unrealized appreciation of investments		142,699			241,494			805,500
Net realized and unrealized gain on investments		129,852			235,933			802,653
Change in net assets resulting from operations	$	132,674		$	243,567		$	855,211

(a) Net of dividend taxes withheld of $132.

(b) Including $85,571 received from affiliated issuers.

(c) Including realized loss of $2,847 on sales of investments in affiliated issuers.

(See Notes which are an integral part of the Financial Statements)

7

MTB Group of Funds

Statement of Changes in Net Assets

	Large Cap Growth Fund II						Large Cap Value Fund II						Managed Allocation Fund— Moderate Growth II
	Six Months Ended (unaudited) June 30, 2003			Period Ended December 31, 2002(1)			Six Months Ended (unaudited) June 30, 2003			Period Ended December 31, 2002(1)			Six Months Ended (unaudited) June 30, 2003			Period Ended December 31, 2002(2)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	2,822		$	2,045		$	7,634		$	5,976		$	52,558		$	28,673
Net realized loss on investments		(12,847	)		(108,352	)		(5,561	)		(73,873	)		(2,847	)		(43,846	)
Net realized gain on capital gain distributions from other investment companies		—			—			—			—			—			111,753
Net change in unrealized appreciation/depreciation of investments		142,699			(77,683	)		241,494			(188,685	)		805,500			(127,292	)
Change in net assets resulting from operations		132,674			(183,990	)		243,567			(256,582	)		855,211			(30,712	)
Distributions to Shareholders:
Distributions from net investment income		(2,769	)		—			(7,862	)		(2,554	)		(58,656	)		(7,736	)
Distributions from net realized gain on investments		—			—			—			—			(110,347	)		—
Change in net assets resulting from distributions to shareholders		(2,769	)		—			(7,862	)		(2,554	)		(169,003	)		(7,736	)
Share Transactions:
Proceeds from sale of shares		391,477			1,707,470			422,358			1,597,628			6,435,983			6,700,521
Net asset value of shares issued to shareholders in payment of distributions declared		2,769			—			7,862			2,554			169,002			7,736
Cost of shares redeemed		(20,956	)		(219,659	)		(109,412	)		(47,991	)		(317,410	)		(46,543	)
Change in net assets resulting from share transactions		373,290			1,487,811			320,808			1,552,191			6,287,575			6,661,714
Change in net assets		503,195			1,303,821			556,513			1,293,055			6,973,783			6,623,266
Net Assets:
Beginning of period		1,303,821			—		$	1,293,055			—		$	6,623,266			—
End of period	$	1,807,016		$	1,303,821		$	1,849,568		$	1,293,055		$	13,597,049		$	6,623,266
Undistributed net investment income included in net assets at end of period	$	2,709		$	2,656		$	3,776		$	4,004		$	15,453		$	21,551

(1) Reflects operations for the period from May 31, 2002 (date of initial public investment) to December 31, 2002.

(2) Reflects operations for the period from June 17, 2002 (date of initial public investment) to December 31, 2002.

(See Notes which are an integral part of the Financial Statements)

8

MTB Group of Funds

Financial Highlights

(For a share outstanding throughout each period)

Year Ended December 31,		Net Asset Value, beginning of period		Net Investment Income		Net Realized and Unrealized Gain (Loss) on Investments		Total from Investment Operations		Distributions from Net Investment Income		Distributions from Net Realized Gain on Investments
Large Cap Growth Fund II
2002	(c)	$	10.00	0.01		(1.66	)	(1.65	)	—		—
2003	(e)	$	8.35	0.02	(f)	0.69		0.71		(0.02	)	—
Large Cap Value Fund II
2002	(c)	$	10.00	0.04		(2.32	)	(2.28	)	(0.02	)	—
2003	(e)	$	7.70	0.04	(f)	1.13		1.17		(0.04	)	—
Managed Allocation Fund—Moderate Growth Fund II
2002	(g)	$	10.00	0.10	(f)	(0.78	)	(0.68	)	(0.03	)	—
2003	(e)	$	9.29	0.05	(f)	0.65		0.70		(0.05	)	(0.11	)

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

(b) This voluntary expense decrease is reflected in both the expense and net investment income ratios shown above.

(c) Reflects operations for the period from May 31, 2002 (date of initial public investment) to December 31, 2002.

(d) Computed on an annualized basis.

(e) Six months ended June 30, 2003 (unaudited).

(f) Based on average shares outstanding.

(g) Reflects operations for the period from June 17, 2002 (date of initial public investment) to December 31, 2002.

(See Notes which are an integral part of the Financial Statements)

10

						Ratios to Average Net Assets
Total Distributions		Net Asset Value, end of period		Total Return(a)		Expenses		Net Investment Income		Expense Waiver/ Reimbursement(b)		Net Assets, end of period (000 omitted)		Portfolio Turnover Rate
—		$	8.35	(16.50	)%	1.00	%(d)	0.32	%(d)	2.80	%(d)	$	1,304	35	%
(0.02	)	$	9.04	8.47	%	1.00	%(d)	0.38	%(d)	1.97	%(d)	$	1,807	13	%
(0.02	)	$	7.70	(22.79	)%	1.00	%(d)	0.98	%(d)	2.98	%(d)	$	1,293	18	%
(0.04	)	$	8.83	15.22	%	1.00	%(d)	0.98	%(d)	1.83	%(d)	$	1,850	19	%
(0.03	)	$	9.29	(6.79	)%	0.74	%(d)	2.03	%(d)	1.03	%(d)	$	6,623	8	%
(0.16	)	$	9.83	7.70	%	0.74	%(d)	1.08	%(d)	0.28	%(d)	$	13,597	1	%

11

MTB Group of Funds

Notes to Financial Statements

June 30, 2003 (unaudited)

1.  Organization

MTB Group of Funds (formerly VISION 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 21 portfolios (individually referred to as the “Fund”, or collectively as the “Funds”). The Funds in this report are 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 Funds are presented herein:

Portfolio Name	Investment Objective
MTB Large Cap Growth Fund II (formerly VISION Large Cap Growth Fund II) (“Large Cap Growth Fund II”) (d)	Seeks to provide capital appreciation.
MTB Large Cap Value Fund II (formerly VISION Large Cap Value Fund II) (“Large Cap Value Fund II”) (d)	Seeks to provide capital appreciation. Current income is a secondary investment consideration.
MTB Managed Allocation Fund—Moderate Growth II (formerly VISION Managed Allocation Fund-Moderate Growth II) (“Moderate Growth Fund II”) (d)	Seeks capital appreciation and, secondarily, income.

(d)  Diversified

The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held.

Moderate Growth Fund II invests solely in shares of other funds within the Trust.

2.  Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. These policies are in conformity with generally accepted accounting principles (“GAAP”) in the United States of America.

Investment Valuations—Listed equity securities are valued at the last sale price reported on a national securities exchange. Short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, which approximates fair market value. Investments in other open-end regulated investment companies are valued at net asset value. Securities for which no quotations are readily available are valued at fair value as determined in good faith using methods approved by the Board of Trustees (the “Trustees”).

Investment Income, 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.

Federal Taxes—It is each Funds policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of their income. Accordingly, no provisions for federal tax are necessary.

When-Issued and Delayed Delivery Transactions—The Funds may engage in when-issued or delayed delivery transactions. The Funds record when-issued securities on the trade date and maintain security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

12

MTB Group of Funds

Use of Estimates—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.

Other—Investment transactions are accounted for on a trade date basis.

3.  Shares of Beneficial Interest

Transactions in capital stock were as follows:

	Large Cap Growth Fund II
	Six Months Ended June 30, 2003		Period Ended December 31, 2002(a)
	Shares		Shares
Shares sold	45,836		181,259
Shares issued to shareholders in payment of distributions declared	328		—
Shares redeemed	(2,467	)	(25,054	)
Net change resulting from share transactions	43,697		156,205
	Large Cap Value Fund II
	Six Months Ended June 30, 2003		Period Ended December 31, 2002(a)
	Shares		Shares
Shares sold	53,616		173,785
Shares issued to shareholders in payment of distributions declared	954		347
Shares redeemed	(13,006	)	(6,192	)
Net change resulting from share transactions	41,564		167,940
	Moderate Growth Fund II
	Six Months Ended June 30, 2003		Period Ended December 31, 2002(b)
	Shares		Shares
Shares sold	686,000		716,965
Shares issued to shareholders in payment of distributions declared	18,279		856
Shares redeemed	(34,165	)	(4,951	)
Net change resulting from share transactions	670,114		712,870

(a) Reflects operations for the period from May 31, 2002 (date of initial public investment) to December 31, 2002.

(b) Reflects operations for the period from June 17, 2002 (date of initial public investment) to December 31, 2002.

13

MTB Group of Funds

4.  Federal Tax Information

At June 30, 2003, the cost of investments for federal tax purposes was as follows:

Fund Name	Cost of Investments		Unrealized Appreciation		Unrealized Depreciation		Net Unrealized Appreciation/ Depreciation
Large Cap Growth Fund II	$	1,723,433	$	102,985	$	37,969	$	65,016
Large Cap Value Fund II		1,792,637		118,078		65,269		52,809
Moderate Growth Fund II		12,890,979		680,943		2,735		678,208

At December 31, 2002, the Funds had a capital loss carryforward which will reduce each 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 the distributions to shareholders which would otherwise be necessary to relieve each Fund of any liability for federal tax. Pursuant to the Code, such capital loss carryforwards will expire as follows:

Fund Name	Capital Loss Carry Forward to Expire in 2010
Large Cap Growth Fund II	$	85,770
Large Cap Value Fund II	$	57,350

5.  Investment Adviser Fee and Other Transactions with Affiliates

Investment Adviser Fee—M&T Asset Management, a department of Manufacturers and Traders Trust Company, the Funds’ investment adviser (the “Adviser” or “M&T”), receives for its services an annual investment adviser fee based on a percentage of each Fund’s average daily net assets (see below). The Moderate Growth Fund II receives investment management and advisory services, consisting principally of determining the allocation of the assets of the Moderate Growth Fund II among designated underlying funds, under a management agreement with the Adviser. The Adviser receives no compensation under this agreement; however the Moderate Growth Fund II pays management fees and expenses to the Adviser indirectly as shareholder in the Trust. The Moderate Growth Fund II pays no sales loads or similar compensation to acquire shares of each fund in which it invests. The Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

Fund Name	Annual Rate
Large Cap Growth Fund II	0.85	%
Large Cap Value Fund II	0.70	%
Moderate Growth Fund II	0.25	%

Montag & Caldwell, Inc. (“Montag & Caldwell”) is the sub-adviser to the Large Cap Growth Fund II, and receives for its services an allocable portion of the adviser fee that the Adviser receives from Large Cap Growth Fund II. Montag & Caldwell’s fee is paid by the Adviser and not the Fund. Montag & Caldwell is paid by the Adviser as follows: 0.50% on the first $50 million average daily net assets; 0.40% on the next $50 million average daily net assets; 0.30% on the next $100 million average daily net assets and 0.20% on average daily net assets over $200 million.

14

MTB Group of Funds

Administrative Fee—Federated Services Company (“FServ”) and M&T Securities, Inc. (“M&T Securities”) serve as co-administrators to the Trust and provide the Funds with certain administrative personnel and services necessary to operate the Funds. During the period May 31, 2002 through September 30, 2002, administrative services were provided for an aggregate annual fee as specified below:

Fees Payable to FServ

Maximum Fee	Average Aggregate Daily Net Assets of the MTB Group of Funds
0.06%	on the first $2 billion
0.03%	on the next $3 billion
0.015%	on assets in excess of $5 billion

Fees Payable to M&T Securities

Maximum Fee	Average Aggregate Daily Net Assets of the MTB Group of Funds
0.04%	on the first $5 billion
0.015%	on assets in excess of $5 billion

Effective October 1, 2002 the administrative fee has been changed to reflect the following fee schedule.

Fees Payable to FServ

Maximum Fee	Average Aggregate Daily Net Assets of the MTB Group of Funds
0.06%	on the first $2 billion
0.03%	on the next $3 billion
0.02%	on the next $2 billion
0.0125%	on the next $3 billion
0.01%	on assets in excess of $10 billion

Fees Payable to M&T Securities

Maximum Fee	Average Aggregate Daily Net Assets of the MTB Group of Funds
0.04%	on the first $5 billion
0.03%	on the next $2 billion
0.0175%	on the next $3 billion
0.015%	on assets in excess of $10 billion

FServ and M&T Securities may each voluntarily choose to waive a portion of its fee, and can each modify or terminate its voluntary waiver at any time at its sole discretion.

Transfer and Dividend Disbursing Agent Fee—FServ, through its subsidiary, Federated Shareholder Services Company (“FSSC”), serves as transfer and dividend disbursing agent for the Funds. The fee paid to FSSC is based on the size, type and number of accounts made by the shareholders. FSSC may voluntarily choose to waive a portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Distribution Services Fee—The Trust has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Funds will compensate Federated Securities Corp. (“FSC”), the principal distributor, from the net assets of the Funds to finance activities intended to result in the sale of the Funds’ shares. The Plan provides that the Funds may incur distribution expenses up to 0.25% of the average daily net assets of the Funds’ shares, annually, to compensate FSC. FSC may voluntarily choose to waive a portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion.

General—Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above  companies.

15

MTB Group of Funds

6.  Investment Transactions

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations (and in-kind contributions), for the six months ended June 30, 2003, were as follows:

Fund Name	Purchases		Sales
Large Cap Growth Fund II	$	582,346	$	187,702
Large Cap Value Fund II		591,955		275,468
Moderate Growth Fund II		6,147,622		61,992

7.  Line of Credit

The Funds (except Moderate Growth Fund II) entered into a $10,000,000 unsecured, committed, revolving line of credit (“LOC”) agreement with State Street Bank and Trust Company. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.50% per annum over the Federal Funds Rate. The LOC includes a commitment fee of 0.10% per annum on the daily unused portion. The Funds did not utilize the LOC during the six months ended June 30, 2003.

16

MTB Group of Funds

Variable investment options 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 Funds prospectus which contains facts concerning their objective and policies, management fees, expenses and other information.

17

MTB Large Cap Growth Fund II

MTB Large Cap Value Fund II

MTB Managed Allocation Fund—Moderate Growth II

Cusip 92830F596

Cusip 92830F588

Cusip 92830F570

27620 (8/03)

www.mtbfunds.com

Mutual Fund Shareholder Services

P.O. Box 4556

Buffalo, NY 14240-4556

Item 2.     Code of Ethics

            Not Applicable

Item 3.     Audit Committee Financial Expert

            Not Applicable

Item 4.     Principal Accountant Fees and Services

            Not Applicable

Item 5      Audit Committee of Listed Registrants

            Not Applicable

Item 6      [Reserved]

Item 7.     Disclosure of Proxy Voting Policies and Procedures for
            Closed-End Management Investment Companies

            Not Applicable

Item 8.     [Reserved]

Item 9.     Controls and Procedures

(a)  The   registrant's   President  and  Treasurer   have  concluded  that  the
     registrant's  disclosure  controls  and  procedures  (as  defined  in  rule
     30a-3(c)  under the Act) are  effective  in design  and  operation  and are
     sufficient to form the basis of the certifications required by Rule 30a-(2)
     under the Act, based on their evaluation of these  disclosure  controls and
     procedures within 90 days of the filing date of this report on Form N-CSR.

(b)  There were no changes in the  registrant's  internal control over financial
     reporting  (as defined in rule  30a-3(d)  under the Act),  or the  internal
     control over financial  reporting of its service  providers during the last
     fiscal  half  year  (the  registrant's  second  half year in the case of an
     annual report) that have materially  affected,  or are reasonably likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting.

Item 10.    Exhibits


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/ C. Grant Anderson, Assistant Secretary
                            (insert name and title)

Date        August 27, 2003


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


By          /S/ Charles L. Davis, Jr., Principal Executive Officer


Date        August 27, 2003


By          /S/ Richard J. Thomas, Principal Financial Officer


Date        August 27, 2003