Exhibit (d)(xix) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Subadviser name changed to UBS Global Asset Management 4/02
Adviser name changed to M&T Asset Management, a department of Manufacturers
and Traders Trust Company - 5/01
SUBADVISORY AGREEMENT
This Subadvisory Agreement ("Agreement") is entered into as of November 1,
2000 by and among the Vision Group of Funds, a Delaware business trust (the
"Trust"), Manufacturers and Traders Trust Company, a New York State chartered
bank and trust company (the "Adviser" or "M&T Bank"), and ▇▇▇▇▇▇▇ Partners,
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 International Equity Fund (the "Fund");
The Trust and the Adviser have entered into an advisory agreement dated as of
November 1, 2000 (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 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 Agreement and 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 the 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 investments of the
Fund 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 Trust), 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.
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 Trust and familiar with such matters would use. The
Subadviser will, at its own expense:
(a) Manage on a discretionary basis the Fund's investments and determine
from time to time what securities will be purchased, retained, sold or
loaned by the Fund, and what portion of the Fund's assets will be
invested or held uninvested as cash.
(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 Fund's securities
as the Adviser may reasonably request.
(d) Maintain detailed books and records of all matters pertaining to the Fund
(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 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
Fund transactions and reports on securities held in the Fund's
portfolio, 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 investments of the Fund).
(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 Fund's investments 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.
3. Expenses Paid by the Subadviser. 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 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 Funds, the Adviser will pay the Subadviser an annual fee
equal to 0.40% on the first $50 million of the Funds' average daily net
assets, 0.35% on the next $150 million of the Funds' average daily net
assets, 0.30% of such assets in excess thereof. Such fee shall accrue daily
and be paid monthly. The "average daily net assets" of the Fund 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 average net
asset values as provided 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, Trustees 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 Trustees, 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, Trustees,
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, Trustees, 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 ▇▇▇▇ ▇▇▇) 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: ▇▇▇▇▇▇▇ Partners, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
------------------------
Facsimile Number:
------------------
Adviser: Manufacturers and Traders Trust Trust
One M&T Plaza
Buffalo, New York 14203
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 Trust's 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
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ PARTNERS, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
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 nominee
All 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) and
Release 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
▇▇▇▇▇▇▇ Partners, Inc.
This Amendment to the Subadvisory Contract ("Agreement") dated November
1, 2000, between Vision Group of Funds ("Fund") on behalf of Vision
International Equity Fund and M&T Asset Management, a department of
Manufacturers and Traders Trust Company and ▇▇▇▇▇▇▇ Partners, 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 ss. 248.14)
("Section 248.14 NPI"); for specified law enforcement and miscellaneous
purposes (17 CFR ss. 248.15) ("Section 248.15 NPI") ; and to service providers
or in connection with joint marketing arrangements (17 CFR ss. 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 ss.
248.7 and 17 CFR ss. 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 ss. 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree as
follows:
1. 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.
2. 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 ▇▇.▇▇. 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
ss. 248.13.
3. The Service Providers further represent and warrant that, in accordance
with 17 CFR ss. 248.30, it has implemented, and will continue to carry
out for the term of the Agreement, policies and procedures reasonably
designed to:
o insure the security and confidentiality of records and NPI of Fund
customers,
o protect against any anticipated threats or hazards to the security or
integrity of Fund customer records and NPI, and
o 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 (ss.248.14) or
miscellaneous (ss.248.15) 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 (ss.248.13), 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
▇▇▇▇▇▇▇ Partners, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
