ITEM 77Qe8 COPIES OF ANY NEW OR AMENDED REGISTRANT
INVESTMENT ADVISORY CONTRACTS
Amendment to Subadvisory Contract between Vision Group of Funds
and M&T Asset Management, a department of Manufacturers and
Traders Trust Company and Independence Investment Associates,
Inc.
This Amendment to the Subadvisory Contract "Agreement" dated
November 1, 2000, between Vision Group of Funds "Fund" on behalf
of Vision Mid Cap Stock Fund and M&T Assvet Management, a
department of Manufacturers and Traders Trust Company and
Independence Investment Associates, Inc. "Service Providers"
This made and entered into as of the 21st day of February, 2001.
WHEREAS, the Fund has entered into the Agreement with the
Service Providers;
WHEREAS, the Securities and Exchange Commission has adopted
Regulation S-P at 17 CFR Part 248 to protect the privacy of
individuals who obtain a financial product or service for personal,
family or household use;
WHEREAS, Regulation S-P permits financial institutions,
such as the Fund, to disclose "nonpublic personal information"
"NPI" of its "customers" and "consumers" (as those terms are
therein defined in Regulation S-P) to affiliated and nonaffiliated
third parties of the Fund, without giving such customers and
consumers the ability to opt out of such disclosure, for the
limited purposes of processing and servicing transactions (17 CFR
S 248.14) "Section 248.14 NPI"; for specified law enforcement
and miscellaneous purposes (17 CFR S 248.15) "Section 248.15 NPI"
; and to service providers or in connection with joint marketing
arrangements (17 CFR S 248.13) "Section 248.13 NPI";
WHEREAS, Regulation S-P provides that the right of a
customer and consumer to opt out of having his or her NPI disclosed
pursuant to 17 CFR S 248.7 and 17 CFR S 248.10 does not apply
when the NPI is disclosed to service providers or in connection
with joint marketing arrangements, provided the Fund and third
party enter into a contractual agreement that prohibits the third
party from disclosing or using the information other than to
carry out the purposes for which the Fund disclosed the
information (17 CFR S 248.13);
NOW, THEREFORE, the parties intending to be legally bound
agree as follows:
(a) The Fund and the Service Providers hereby acknowledge that
the Fund may disclose shareholder NPI to the Service Providers
as agents of the Fund and solely in furtherance of fulfilling
the Service Providers' contractual obligations under the Agreement
in the ordinary course of business to support the Fund and its
shareholders.
(b) The Service Providers hereby agree to be bound to use and
redisclose such NPI only for the limited purpose of fulfilling
its duties and obligations under the Agreement, for law
enforcement and miscellaneous purposes as permitted in 17 CFR SS
248.15, or in connection with joint marketing arrangements that
the Funds may establish with the Service Providers in accordance
with the limited exception set forth in 17 CFR S 248.13.
(c) The Service Providers further represent and warrant that,
in accordance with 17 CFR S 248.30, it has implemented, and will
continue to carry out for the term of the Agreement, policies and
procedures reasonably designed to:
* insure the security and confidentiality of records and NPI of
Fund customers,
* protect against any anticipated threats or hazards to the
security or integrity of Fund customer records and NPI, and
* protect against unauthorized access to or use of such Fund
customer records or NPI that could result in substantial harm or
inconvenience to any Fund customer.
4. The Service Providers may redisclose Section 248.13 NPI only
to: (a) the Funds and affiliated persons of the Funds "Fund
Affiliates"; (b) affiliated persons of the Service Providers
"Service Provider Affiliates" (which in turn may disclose or
use the information only to the extent permitted under the
original receipt); (c) a third party not affiliated with the
Service Providers of the Funds "Nonaffiliated Third Party"
under the service and processing (S248.14) or miscellaneous
(S248.15) exceptions, but only in the ordinary course of business
to carry out the activity covered by the exception under which
the Service Providers received the information in the first
instance; and (d) a Nonaffiliated Third Party under the service
provider and joint marketing exception (S248.13), provided the
Service Providers enter into a written contract with the
Nonaffiliated Third Party that prohibits the Nonaffiliated Third
Party from disclosing or using the information other than to carry
out the purposes for which the Funds disclosed the information
in the first instance.
5. The Service Providers may redisclose Section 248.14 NPI
and Section 248.15 NPI to: (a) the Funds and Fund Affiliates;
(b) Service Provider Affiliates (which in turn may disclose
the information to the same extent permitted under the original
receipt); and (c) a Nonaffiliated Third Party to whom the Funds
might lawfully have disclosed NPI directly.
6. The Service Providers are obligated to maintain beyond the
termination date of the Agreement the confidentiality of
any NPI they receives from the Fund in connection with the
Agreement or any joint marketing arrangement, and hereby agrees
that this Amendment shall survive such termination.
WITNESS the due execution hereof this 21st day of February, 2001.
Vision Group of Funds
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
M&T Asset Management, a department of
Manufacturers and Traders Trust Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Independence Investment Associates, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Operating Officer