Item 77Q(e) - Exhibits - Copies of any New or Amended Registrant
Investment Advisory Contracts
SUBADVISORY AGREEMENT
This Subadvisory Agreement ("Agreement") is entered into as of
March 1, 2000 by and among the Vision Group of Funds, a Maryland
corporation (the "Company"), Manufacturers and Traders Trust
Company, a New York State chartered bank and trust company (the
"Adviser" or "M&T Bank"), and Montag & ▇▇▇▇▇▇▇▇, Inc. (the
"Subadviser").
Recitals:
The Company is an open-end investment management company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has eight portfolios, including the Vision Large Cap Growth
Fund (the "Fund");
The Company and the Adviser have entered into an advisory
agreement dated as of June 1, 1993 (the "Advisory Agreement")
as amended, pursuant to which the Adviser provides portfolio
management services to the Fund and the other portfolios of the
Company;
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 Directors of the Company
("Directors") 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 Company, the Adviser
and the Subadviser agree as follows:
1. Delivery of Documents. The Company has furnished the
Subadviser with copies, properly certified or otherwise
authenticated, of each of the following:
(a) The Company's articles of incorporation ("Articles of
Incorporation");
(b) By-Laws of the Company as in effect on the date hereof;
(b) Resolutions of the Directors selecting the Subadviser
as the investment subadviser to the Fund and approving
the form of this Agreement;
(c) Resolutions of the Directors 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 Company'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 Directors, 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
company), all other applicable laws and regulations,
instructions and directions received in writing from the
Adviser or the Board of Directors, 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
company 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 Directors
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
Directors of the Company 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 Directors for approval. The Subadviser
will submit any material change in its Code of Ethics to
the Directors 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
Directors and will provide a written report to the
Directors 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 Directors may
reasonably request, furnish the Adviser and to each of
the Directors reports of Fund transactions and reports
on securities held in the Fund's portfolio, all in such
detail as the Adviser or the Directors may reasonably
request.
(g) Inform the Adviser and the Directors 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 Directors and the Adviser at such times and with such
frequency as the Directors 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 Directors such information as may be
reasonably necessary in order for the Directors 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.
2. 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.
3. 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 Directors and of
independent advisers, independent contractors,
consultants, managers and other agents employed by the
Company or the Fund other than through the Subadviser;
(b) legal, accounting and auditing fees and expenses of the
Company or the Fund;
(c) the fees and disbursements of custodians and depositories
of the Company or the Fund's assets, transfer agents,
disbursing agents, plan agents and registrars;
(d) taxes and governmental fees assessed against the Company
or the Fund's assets and payable by the Company or the
Fund;
(e) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Company 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.
4. 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.
5. 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
0.50% on the first $50 million of the Fund's average
daily net assets, 0.40% on the next $50 million of the
Fund's average daily net assets, 0.30% on the next $100
million of the Fund's average daily net assets, and 0.20%
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
Company 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 Company.
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.
6. 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.
7. 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 Company 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 Directors the method used to allocate purchases and
sales among the Subadviser's investment advisory clients.
8. No Partnership or Joint Venture. The Company, 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 Company, 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 Company or the
Fund shall be deemed, when acting within the scope of
his employment by the Company or the Fund, to be
acting in such employment solely for the Company 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 Directors
of the Company voting in person, including a majority of the
Directors who are not interested persons of the Company, 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 Company 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 Company
under this subsection may be taken either by (i) vote
of its Directors, 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
Company, 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 Directors, who are not interested persons
of the Company, 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 Company and the Fund are not
personally binding upon, nor shall resort be had to
be private property of, any of the Directors,
shareholders, officers, employees or agents of the
Company or the Fund, but only the Fund's property shall
be bound. The Company or the Fund shall not be liable
for the obligations of any other series of the Company.
(b) Any information supplied by the Company 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 parties hereto acknowledge that Manufacturers and
Traders Trust Company has reserved the right to grant
the non-exclusive use of the name "VISION" or any
derivative thereof to any other investment company,
investment company portfolio, investment adviser,
distributor or other business enterprise, and to
withdraw from the Company and one or more of the funds
the use of the name "VISION."
(d) The Subadviser agrees to submit any proposed sales
literature (including advertisements, whether in paper,
electronic or Internet medium) for the Company, the Fund,
the Subadviser or for any of its affiliates which mentions
the Company, 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 Company or the Fund. The Company 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 Company agrees to cause the
Adviser and the Company'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.
(e) 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: Montag & ▇▇▇▇▇▇▇▇, Inc.
The Pinnacle
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇. ▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇
Adviser: Manufacturers and Traders Trust Company
▇▇▇ ▇&▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
Company: Vision Group of Funds, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Secretary
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
(f) 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.
(g) This Agreement shall be construed in accordance with the
laws of the State of New York and the applicable
provisions of the 1940 Act.
(f) 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.
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, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
MONTAG & ▇▇▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SCHEDULE 1
Custody Agreement between the Company 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 Directors
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 Company 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
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