ITEM 77Qe2 COPIES OF ANY NEW OR AMENDED REGISTRANT INVESTMENT
ADVISORY CONTRACTS
SUBADVISORY AGREEMENT
This Subadvisory Agreement ("Agreement") is entered into as of July
2, 2001 by and among the Vision Group of Funds, a Delaware business
trust (the "Trust"), the M&T Asset Management Department of
Manufacturers and Traders Trust Company, a New York State chartered
bank and trust company (the "Adviser" or "M&T Bank"), and Mazama
Capital Management, Inc. (the "Subadviser").
Recitals:
The Trust is an open-end investment management company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), and
has eighteen portfolios, including the Vision Small Cap Stock Fund (the
"Fund");
The Trust and the Adviser have entered into an advisory agreement dated
as of May 11, 2001 (the "Advisory Agreement") as amended, pursuant to
which the Adviser provides portfolio management services to the Fund and
the other portfolios of the Trust;
The Advisory Agreement contemplates that the Adviser may fulfill its
portfolio management responsibilities under the Advisory Agreement by
engaging one or more subadvisers; and
The Adviser and the Board of Trustees of the Trust ("Trustees") desire
to retain the Subadviser to act as a sub-investment manager of the Fund
and to provide certain other services, and the Subadviser desires to
perform such services under the terms and conditions hereinafter set
forth.
Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Trust, the Adviser and the Subadviser
agree as follows:
1. Delivery of Documents. The Trust has furnished the Subadviser
with copies, properly certified or otherwise authenticated, of each of
the following:
(a) The Trust's Declaration of Trust ("Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Subadviser as an
investment subadviser to the Fund and approving the form of this
Agreement;
(d) Resolutions of the Trustees selecting the Adviser as investment
adviser to the Fund and approving the form of the Investment
Advisory Agreement and resolutions adopted by the initial
shareholder of the Fund approving the form of the Investment
Advisory Agreement;
(e) The Adviser's Investment Advisory Agreement; and
(f) The Trust's registration statement, including the Fund's
prospectus and statement of additional information (collectively
called the "Prospectus").
The Adviser will furnish the Subadviser from time to time with copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any. The Adviser will also furnish
the Subadviser with copies of the documents listed on Schedule 1 to
this Agreement, and shall promptly notify the Subadviser of any
material change in any of the Fund's investment objectives, policies,
limitations, guidelines or procedures set forth in any of the documents
listed in Schedule 1.
The Subadviser has furnished the Adviser with a copy of the Subadviser's
approved list of securities for equity portfolios, its Form ADV most
recently filed with the Securities and Exchange Commission, the code of
ethics established by the Subadviser pursuant to Rule 17j-1 of the 1940
Act ("Subadviser's Code of Ethics"), and the Subadviser's policies
regarding allocation of securities among clients with common investment
objectives, soft dollars and brokerage selection. The Subadviser will
promptly furnish the Adviser with copies of any amendments to such
documents.
The Subadviser will also provide Adviser with a list and specimen
signatures of the parties who are authorized to act on behalf of the
Subadviser and will promptly notify Adviser in writing of any changes
thereto.
2. Investment Services. Subject to the supervision and review of
the Adviser and the Trustees, the Subadviser will manage the portion of
the Fund's assets allocated to the Subadviser from time to time by the
Adviser in its sole discretion ("Assets") on a discretionary basis,
including the purchase, retention and disposition of securities, in
accordance with the investment policies, objectives and restrictions of
the Fund as set forth in the Fund's Prospectus, and in conformity with
the 1940 Act, the Internal Revenue Code of 1986, as amended (including
the requirements for qualification as a regulated investment company),
all other applicable laws and regulations, instructions and directions
received in writing from the Adviser or the Board of Trustees, and the
provisions contained in the documents delivered to the Subadviser
pursuant to Section 1 above, as each of the same may from time to time
be amended or supplemented, and copies delivered to the Subadviser. It
is understood and agreed that the Adviser may also retain one or more
subadvisers to manage portions of the Fund other than the Assets, and
that the amount of the Fund's total assets managed by Subadviser may
from time to time be modified at the Adviser's sole discretion.
The Subadviser will discharge its duties under this Agreement with the
care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent person acting in the capacity of an investment
adviser to a registered investment company and familiar with such
matters would use. The Subadviser will, at its own expense:
(a) Manage on a discretionary basis the Assets and determine from
time to time what securities will be purchased, retained, sold or
loaned by the Fund.
(b) Place orders with or through such persons, brokers or dealers to
carry out the policy with respect to brokerage as set forth in the
Fund's Prospectus or as the Trustees may direct from time to time,
subject to the Subadviser's duty to obtain best execution.
In using its best efforts to obtain for the Fund best execution,
the Subadviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant, including by
way of illustration, price, the size of the transaction, the
nature of the market for the security, the amount of the
commission, the timing of the transaction, taking into account
market prices and trends, the reputation, experience and financial
stability of the broker or dealer involved and the quality of
service rendered by the broker or dealer in other transactions.
Subject to such policies as the Trustees of the Trust may
determine, the Subadviser shall not be deemed to have acted
unlawfully or to have breached a duty created by this Agreement or
otherwise, solely by reason of its having caused the Fund to pay a
broker or dealer that provides brokerage and research services to
the Subadviser or the Adviser an amount of commission for
effecting a Fund investment transaction that is greater than the
amount of commission that another broker or dealer would have
charged for effecting the transaction.
(c) Submit such reports relating to the valuation of the securities
comprising the Assets as the Adviser may reasonably request.
(d) Maintain detailed books and records of all matters pertaining
to the Assets (the "Fund's Books and Records"), including, without
limitation, a daily ledger of such assets and liabilities relating
thereto, and brokerage and other records of all securities
transactions. The Fund's Books and Records shall be available to
the Adviser at any time upon request and shall be available for
telecopying without delay to the Adviser during any day that the
Fund is open for business.
(e) Comply with all requirements of Rule 17j-1 under the 1940 Act
("Rule 17j-1") including the requirement to submit its Code of
Ethics and any material changes thereto to the Trustees for
approval. The Subadviser will submit any material change in its
Code of Ethics to the Trustees promptly, but in no event later
than sixty days, after the adoption of such change. The
Subadviser will promptly report any significant violations of its
Code of Ethics or procedures and any related sanctions to the
Trustees and will provide a written report to the Trustees at
least annually in accordance with the requirements of Rule 17j-1.
The Subadviser will also require that its Access Persons (as such
term is defined in Rule 17j-1) provide the Subadviser with
quarterly personal investment transaction reports and initial and
annual holdings reports, and otherwise require such of those
persons as is appropriate to be subject to the Subadviser's Code
of Ethics.
(f) From time to time, as the Adviser or the Trustees may
reasonably request, furnish the Adviser and to each of the Trustees
reports of transactions with respect to the Assets and reports on
securities comprising theAssets, all in such detail as the Adviser
or the Trustees may reasonably request.
(g) Inform the Adviser and the Trustees of changes in investment
strategy or tactics or in key personnel of the Subadviser
(including any changes in the personnel who manage the investment
of the Assets).
(h) Make its officers and employees available to meet with the
Trustees and the Adviser at such times and with such frequency as
the Trustees or the Adviser reasonably requests, on due notice to
the Subadviser, but at least quarterly, to review the investment
of the Assets in light of current and prospective market
conditions.
(i) Furnish to the Trustees such information as may be reasonably
necessary in order for the Trustees to evaluate this Agreement or
any proposed amendments thereto for the purpose of casting a vote
pursuant to Section 11 or 12 hereof. Furnish to the Adviser such
information as may be reasonably necessary in order for the
Adviser to evaluate this Agreement and the Subadviser's
performance hereunder.
(j) The Subadviser will advise the Adviser, and, if instructed by
the Adviser, the Fund's custodian, on a prompt basis each day by
electronic communication of each confirmed purchase and sale of a
Fund security specifying the name of the issuer, the full
description of the security including its class, and amount or
number of shares of the security purchased or sold, the market
price, commission, government charges and gross or net price,
trade date, settlement date, and identity of the effecting broker
or dealer and, if different, the identity of the clearing broker.
(k) Cooperate generally with the Fund and the Adviser to provide
information in the possession of the Subadviser, or reasonably
available to it, necessary for the preparation of registration
statements and periodic reports to be filed by the Fund or the
Adviser with the Securities and Exchange Commission, including
Form N-1A, semi-annual reports on Form N-SAR, periodic statements,
shareholder communications and proxy materials furnished to
holders of shares of the Fund, filings with state "blue sky"
authorities and with United States agencies responsible for tax
matters, and other reports and filings of like nature.
(l) Allow Adviser, its representatives, internal or external
auditors and regulators to visit and audit Subadviser's operations
relating to Subadviser's services under this Agreement at such times
and frequencies as Adviser reasonably requests, at reasonable times
and upon reasonable notice, but at least annually.
(m) Unless the Adviser gives written instructions to the contrary,
the Subadviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies with respect to
the Assets.
3. Expenses Paid by the Sub-Advisor. The Subadviser will pay the
cost of maintaining the staff and personnel necessary for it to perform
its obligations under this Agreement, the expenses of office rent,
telephone, telecommunications and other facilities it is obligated to
provide in order to perform the services specified in Section 2, and
any other costs and expenses incurred by it in connection with the
performance of its duties hereunder.
4. Expenses of the Fund Not Paid by the Subadviser. The
Subadviser will not be required to pay any expenses which this Agreement
does not expressly state shall be payable by the Subadviser. In
particular, and without limiting the generality of the foregoing, the
Subadviser will not be required to pay under this Agreement:
(a) the compensation and expenses of Trustees and of independent
advisers, independent contractors, consultants, managers, other
subadvisers and other agents employed by the Trust or the Fund
other than through the Subadviser;
(b) legal, accounting and auditing fees and expenses of the Trust or
the Fund;
(c) the fees and disbursements of custodians and depositories of the
Trust or the Fund's assets, transfer agents, disbursing agents,
plan agents and registrars;
(d) taxes and governmental fees assessed against the Trust or the
Fund's assets and payable by the Trust or the Fund;
(e) the cost of preparing and mailing dividends, distributions,
reports, notices and proxy materials to shareholders of the Trust
or the Fund except that the Subadviser shall bear the costs of
providing the information referred to in Section 2(k) to the
Adviser;
(f) brokers' commissions and underwriting fees; and
(g) the expense of periodic calculations of the net asset value of
the shares of the Fund.
5. Registration as an Adviser. The Subadviser hereby represents
and warrants that it is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
covenants that it will remain so registered for the duration of this
Agreement. Subadviser shall notify the Adviser immediately in the
event that Subadviser ceases to be registered as an investment adviser
under the Adviser's Act.
6. Compensation of the Subadviser. For all services to be
rendered, facilities furnished and expenses paid or assumed by the
Subadviser as herein provided for the Fund, the Adviser will pay the
Subadviser an annual fee equal to 0.70%% of the average daily net asset
value of the Assets. Such fee shall accrue daily and be paid monthly.
The "average daily net asset value" of the Assets shall be determined on
the basis set forth in the Fund's Prospectus or, if not described
therein, on such basis as is consistent with the 1940 Act and the
regulations promulgated thereunder. The Subadviser will receive a pro
rata portion of such monthly fee for any periods in which the Subadviser
advises the Fund less than a full month. The Subadviser understands and
agrees that neither the Trust nor the Fund has any liability for the
Subadviser's fee hereunder. Calculations of the Subadviser's fee will
be based on the average daily net asset value of the Assets as
determined by the Adviser or the Trust.
In addition to the foregoing, the Subadviser may from time to time agree
in writing not to impose all or a portion of its fee otherwise payable
hereunder (in advance of the time such fee or portion thereof would
otherwise accrue) and/or undertake to pay or reimburse the Fund for all
or a portion of its expenses not otherwise required to be borne or
reimbursed by the Subadviser. Any such fee reduction or undertaking may
be discontinued or modified by the Subadviser at any time.
7. Other Activities of the Subadviser and Its Affiliates. Nothing
herein contained shall prevent the Subadviser or any of its affiliates
or associates from engaging in any other business or from acting as
investment adviser or investment manager for any other person or entity,
whether or not having investment policies or a portfolio similar to the
Fund. It is specifically understood that officers, directors and
employees of the Subadviser and those of its affiliates may engage in
providing portfolio management services and advice to other investment
advisory clients of the Subadviser or of its affiliates.
8. Avoidance of Inconsistent Position. In connection with purchases
or sales of portfolio securities for the account of the Fund, neither
the Subadviser nor any of its directors, officers or employees will act
as principal or agent or receive any commission, except in compliance
with applicable law and the relevant procedures of the Fund. The
Subadviser shall not knowingly recommend that the Fund purchase, sell or
retain securities of any issuer in which the Subadviser has a financial
interest without obtaining prior approval of the Adviser prior to the
execution of any such transaction.
Nothing herein contained shall limit or restrict the Subadviser or any
of its officers, affiliates or employees from buying, selling or trading
in any securities for its or their own account or accounts. The Trust
and Fund acknowledge that the Subadviser and its officers, affiliates
and employees, and its other clients may at any time have, acquire,
increase, decrease or dispose of positions in investments which are at
the same time being acquired or disposed of by the Fund. The Subadviser
shall have no obligation to acquire with respect to the Fund, a position
in any investment which the Subadviser, its officers, affiliates or
employees may acquire for its or their own accounts or for the account
of another client if, in the sole discretion of the Subadviser, it is
not feasible or desirable to acquire a position in such investment on
behalf of the Fund. Nothing herein contained shall prevent the
Subadviser from purchasing or recommending the purchase of a particular
security for one or more funds or clients while other funds or clients
may be selling the same security. The Subadviser expressly acknowledges
and agrees, however, that in any of the above described transactions,
and in all cases, the Subadviser is obligated to fulfill its fiduciary
duty as Subadviser to the Fund and it shall require such of its Access
Persons as is appropriate to comply with the requirements of the
Subadviser's Code of Ethics.
When a security proposed to be purchased or sold for the Fund is also to
be purchased or sold for other accounts managed by the Subadviser at the
same time, the Subadviser shall make such purchase or sale on a pro-
rata, rotating or other equitable basis so as to avoid any one account
being preferred over any other account. The Subadviser shall disclose
to the Adviser and to the Trustees the method used to allocate purchases
and sales among the Subadviser's investment advisory clients.
9. No Partnership or Joint Venture. The Trust, the Fund, the
Adviser and the Subadviser are not partners of or joint venturers with
each other and nothing herein shall be construed so as to make them such
partners or joint venturers or impose any liability as such on any of
them.
10. Limitation of Liability and Indemnification.
(a) In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Subadviser, or reckless disregard of its
obligations and duties hereunder, the Subadviser shall not be subject to
any liability to the Adviser, the Trust, the Fund, any shareholder of
the Fund, or to any person, firm or organization, for any act or
omission in the course of or connected with, rendering services
hereunder. Nothing herein, however, shall derogate from the
Subadviser's obligations under federal and state securities laws. Any
person, even though also employed by the Subadviser, who may be or
become an employee of and paid by the Trust or the Fund shall be deemed,
when acting within the scope of his employment by the Trust or the Fund,
to be acting in such employment solely for the Trust or the Fund and not
as the Subadviser's employee or agent. Subadviser will maintain
appropriate fidelity bond insurance coverage in a reasonable amount and
shall provide evidence of such coverage upon request of Adviser.
(b) In the absence of willful misfeasance, bad faith or gross
negligence on the part of Adviser, or reckless disregard of its
obligations and duties hereunder, Adviser shall not be subject to any
liability to Subadviser for any act or omission in the course of or
connected with, the Adviser's carrying out its duties and obligations
under this Agreement.
(c) Subadviser and Adviser shall each defend, indemnify and hold
harmless the other party and the other party's affiliates, officers,
directors, employees and agents, from and against any claim, loss,
liability, damages, deficiency, penalty, cost or expense (including
without limitation reasonable attorneys' fees and disbursements for
external counsel) resulting from the reckless disregard of the
indemnifying party's obligations and duties hereunder or willful
misfeasance, bad faith or gross negligence on the part of the
indemnifying party, its officers, directors, employees and agents with
respect to this Agreement or the Fund whether such claim, loss,
liability, damages, deficiency, penalty, cost or expense was incurred or
suffered directly or indirectly.
11. Assignment and Amendment. This Agreement may not be assigned by
the Subadviser, and shall automatically terminate, without the payment
of any penalty, in the event of: (a) its assignment, including any
change in control of the Adviser or the Subadviser which is deemed to be
an assignment under the 1940 Act, or (b) the termination of the
Investment Advisory Agreement. Trades that were placed prior to such
termination will not be canceled; however, no new trades will be placed
after notice of such termination is received. Termination of this
Agreement shall not relieve the Adviser or the Subadviser of any
liability incurred hereunder.
The terms of this Agreement shall not be changed unless such change is
agreed to in writing by the parties hereto and is approved by the
affirmative vote of a majority of the Trustees of the Trust voting in
person, including a majority of the Trustees who are not interested
persons of the Trust, the Adviser or the Subadviser, at a meeting called
for the purpose of voting on such change, and (to the extent required by
the 1940 Act, after giving effect to any exemption therefrom) unless
also approved at a meeting by the affirmative vote of the majority of
outstanding voting securities of the Fund.
12. Duration and Termination. This Agreement shall become effective
as of the date first above written and shall remain in full force and
effect for a period of two years from such date, and thereafter for
successive periods of one year (provided such continuance is approved
at least annually in conformity with the requirements of the ▇▇▇▇ ▇▇▇)
unless the Agreement is terminated automatically as set forth in
Section 11 hereof or until terminated as follows:
(a) The Trust or the Adviser may at any time terminate this
Agreement, without payment of any penalty, by not more than 60 days'
prior written notice delivered or mailed by registered mail, postage
prepaid, or by nationally recognized overnight delivery service,
receipt requested, to the Subadviser. Action of the Trust under
this subsection may be taken either by (i) vote of its Trustees,
or (ii) the affirmative vote of the outstanding voting securities
of the Fund; or
(b) The Subadviser may at any time terminate this Agreement by
not less than one hundred twenty (120) days' prior written notice
delivered or mailed by registered mail, postage prepaid, or by
nationally recognized overnight delivery service, receipt
requested, to the Adviser.
Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.
Fees payable to Subadviser for services rendered under this
Agreement will be prorated to the date of termination of the
Agreement.
In the event of termination of this Agreement for any reason, the
Subadviser shall, immediately upon receiving a notice of
termination or a receipt acknowledging delivery of a notice of
termination to Adviser, or such later date as may be specified in
such notice, cease all activity on behalf of the Fund and with
respect to any of its assets, except as expressly directed by the
Adviser, and except for the settlement of securities transactions
already entered into for the account of the Fund. In addition,
the Subadviser shall deliver copies of the Fund's Books and Records
to the Adviser upon request by such means and in accordance with
such schedule as the Adviser shall reasonably direct and shall
otherwise cooperate, as reasonably directed by the Adviser, in the
transition of Fund investment management to any successor to the
Subadviser, including the Adviser.
13. Shareholder Approval of Agreement. The parties hereto
acknowledge and agree that the obligations of the Trust, the
Adviser, and the Subadviser under this Agreement shall be subject
to the following conditions precedent: (a) this Agreement shall
have been approved by the vote of a majority of the Trustees, who
are not interested persons of the Trust, the Adviser or the
Subadviser, at a meeting called for the purpose of voting on such
approval, and (b) this Agreement shall have been approved by the
vote of a majority of the outstanding voting securities of the
Fund.
14. Miscellaneous.
(a) The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
The obligations of the Trust and the Fund are not personally
binding upon, nor shall resort be had to be private property of,
any of the Trustees, shareholders, officers, employees or agents
of the Trust or the Fund, but only the Fund's property shall be
bound. The Trust or the Fund shall not be liable for the
obligations of any other series of the Trust.
(b) Any information supplied by the Trust or the Adviser to the
Subadviser in connection with the performance of its duties
hereunder, or learned by the Subadviser as a result of its
position as Subadviser to the Fund, which is not otherwise in the
public domain, is to be regarded as confidential and for use only
by the Subadviser in connection with the performance of its duties
hereunder. Any information supplied by the Subadviser, which is
not otherwise in the public domain, in connection with the
performance of its duties hereunder is to be regarded as
confidential and for use only by the Adviser, the Fund and/or its
agents, and only in connection with the Fund and its investments.
Any such information in the hands of either party may be disclosed
as necessary to comply with any law, rule, regulation or order of
a court or government authority.
(c) The Subadviser agrees to submit any proposed sales literature
(including advertisements, whether in paper, electronic or
Internet medium) for the Trust, the Fund, the Subadviser or for
any of its affiliates which mentions the Trust, the Fund or the
Adviser (other than the use of the Fund's name on a list of the
clients of the Subadviser), to the Adviser and to the Fund's
distributor for review and filing with the appropriate regulatory
authority prior to public release of any such sales literature;
provided, however, that nothing herein shall be construed so as to
create any obligation or duty on the part of the Subadviser to
produce sales literature for the Trust or the Fund. The Trust
and the Adviser agree to submit any proposed sales literature that
mentions the Subadviser to the Subadviser for review prior to use
and the Subadviser agrees to promptly review such materials by a
reasonable and appropriate deadline. The Trust agrees to cause
the Adviser and the Trust's distributor to promptly review all
such sales literature for compliance with relevant requirements,
to promptly advise the Subadviser of any deficiencies contained in
such sales literature, and to promptly file complying sales
literature with the relevant authorities.
(d) All notices, consents, waivers and other communications
under this Agreement must be in writing and, other than notices
governed by Section 12 above, will be deemed to have been duly
given when (i) delivered by hand (with written confirmation of
receipt), (ii) sent by telecopier, provided that receipt is
confirmed by return telecopy and a copy is sent by overnight mail
via a nationally recognized overnight delivery service (receipt
requested); (iii) when received by the addressee, if sent via a
nationally recognized overnight delivery service (receipt requested)
or U.S. mail (postage prepaid), in each case to the appropriate
address and telecopier number set forth below (or to such other
address and telecopier number as a party may designate by notice to
the other parties):
Subadviser:
Mazama Capital Management, Inc.
▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇-▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention :
Facsimile Number :
Adviser: Manufacturers and Traders Trust Company
▇▇▇ ▇&▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
Trust: Vision Group of Funds
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Secretary
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
(e) For purposes of this Agreement: (i) "affirmative vote of a
majority of the outstanding voting securities of the Fund" means
the affirmative vote, at an annual meeting or a special meeting of
the shareholders of the Fund, duly called and held, (A) of 67% or
more of the shares of the Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50%
of the outstanding shares of the Fund entitled to vote at such
meeting are present (in person or by proxy), or (B) of more than
50% of the outstanding shares of the Fund entitled to vote at such
meeting, whichever is less; and (ii) "interested person" and
"assignment" shall have the respective meanings as set forth in
the 1940 Act, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act.
(f) This Agreement shall be construed in accordance with the
laws of the State of New York and the applicable provisions of the
1940 Act.
(g) The provisions of this Agreement are independent of and
separable from each other and no provision shall be affected or
rendered invalid or unenforceable by virtue of the fact that for any
reason any other or others of them may be deemed invalid or
unenforceable in whole or in part.
15. Limitations of Liability of Trustees and Shareholders of the
Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by an authorized
officer of the Trust, acting as such, and neither such authorization
by such Trustees nor such execution and delivery by such officer shall
be deemed to have been made by any of them individually or to impose
any liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or shareholders of
the Trust, but bind only the appropriate property of the Fund, or
Class, as provided in the Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be signed on their behalf by their duly authorized officers as of
the date first above written.
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
MAZAMA CAPITAL MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President/COO
SCHEDULE 1
Custody Agreement between the Trust and the Fund's custodian
("Custodian"), including information as to:
The Fund's nominee
The federal tax identification numbers of the Fund and its
nomineeAll routing, bank participant and account numbers and
other information necessary to provide proper instructions for
transfer and delivery of securities to the Fund's account at
the Custodian
The name address and telephone and Fax number of the Custodian's
employees responsible for the Fund's accounts
The Fund's pricing service and contact persons
All procedures and guidelines adopted by the Board of Trustees
or the Adviser regarding:
Transactions with affiliated persons
Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm
commitments and standby commitments
Derivative contracts and securities
Rule 10f-3 (relating to affiliated underwriting syndicates)
Rule 17a-7 (relating to interfund transactions)
Rule 17e-1 (relating to transactions with affiliated brokers)
andRelease No. IC-22362 (granting exemptions for investments
in money market funds)
Any master agreements that the Trust has entered into on behalf
of the Fund, including:
Master Repurchase Agreement
Master Futures and Options Agreements
Master Foreign Exchange Netting Agreements
Master Swap Agreements
CFTC Rule 4.5 letter
Amendment to
Subadvisory Contract
between
Vision Group of Funds
and
M&T Asset Management, a department of
Manufacturers and Traders Trust Company
and
Mazama Capital Management, Inc.
This Amendment to the Subadvisory Contract ("Agreement")
dated July 1, 2001, between Vision Group of Funds ("Fund") on behalf
of Vision Small Cap Stock Fund and M&T Asset Management, a department
of Manufacturers and Traders Trust Company and Mazama Capital
Management, Inc. ("Service Providers") is 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:
0 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.
1 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.
2 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
Mazama Capital Management, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President/Chief Operating Officer
17