1
Exhibit (d)(xii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
VISION GROUP OF FUNDS
INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of November, 2000, between
MANUFACTURERS AND TRADERS TRUST COMPANY ("M&T Bank"), a New York state bank
and trust company, having its principal place of business in Buffalo, New
York (the "Adviser"), and VISION GROUP OF FUNDS, a Delaware business trust,
having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Trust").
WHEREAS the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940, as amended ("1940
Act") , and is registered as such with the Securities and Exchange
Commission; and
WHEREAS Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for each
of the portfolios ("Funds") of the Trust which executes an exhibit to this
Contract, and Adviser accepts the appointments. Subject to the direction of
the Trustees of the Trust, Adviser shall provide investment research and
supervision of the investments of the Funds and conduct a continuous program
of investment evaluation and of appropriate sale or other disposition and
reinvestment of each Fund's assets.
2. Adviser, in its supervision of the investments of each of the
Funds will be guided by each of the Fund's investment objective and policies
and the provisions and restrictions contained in the Articles of
Incorporation and By-Laws of the Trust and as set forth in the Registration
Statements and exhibits as may be on file with the Securities and Exchange
Commission.
3. Each Fund shall pay or cause to be paid all of its own expenses
and its allocable share of Trust expenses, including, without limitation, the
expenses of organizing the Trust and continuing its existence; fees and
expenses of Trustees and officers of the Trust; fees for investment advisory
services and administrative personnel and services; expenses incurred in the
distribution of its shares ("Shares"), including expenses of administrative
support services; fees and expenses of preparing and printing its
Registration Statements under the Securities Act of 1933 and the 1940 Act,
and any amendments thereto; expenses of registering and qualifying the Trust,
the Funds, and Shares of the Funds under federal and state laws and
regulations; expenses of preparing, printing, and distributing prospectuses
(and any amendments thereto) to shareholders; interest expense, taxes, fees,
and commissions of every kind; expenses of issue (including cost of Share
certificates), purchase, repurchase, and redemption of Shares, including
expenses attributable to a program of periodic issue; charges and expenses of
custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents, and registrars; printing and mailing costs, auditing,
accounting, and legal expenses; reports to shareholders and governmental
officers and commissions; expenses of meetings of Trustees and shareholders
and proxy solicitations therefor; insurance expenses; association membership
dues and such nonrecurring items as may arise, including all losses and
liabilities incurred in administering the Trust and the Funds. Each Fund
will also pay its allocable share of such extraordinary expenses as may arise
including expenses incurred in connection with litigation, proceedings, and
claims and the legal obligations of the Trust to indemnify its officers and
Trustees and agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all services rendered
to each Fund by Adviser hereunder, the fees set forth in the exhibits
attached hereto.
5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of
one or more of the Funds) to the extent that any Fund's expenses exceed such
lower expense limitation as the Adviser may, by notice to the Fund,
voluntarily declare to be effective.
7. This Contract shall begin for each Fund as of the date of
execution of the applicable exhibit and shall continue in effect with respect
to each Fund presently set forth on an exhibit (and any subsequent Funds
added pursuant to an exhibit during the initial term of this Contract) for
two years from the date of this Contract set forth above and thereafter for
successive periods of one year, subject to the provisions for termination and
all of the other terms and conditions hereof if: (a) such continuation shall
be specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not
parties to this Contract or interested persons of any such party cast in
person at a meeting called for that purpose; and (b) Adviser shall not have
notified a Fund in writing at least sixty (60) days prior to the anniversary
date of this Contract in any year thereafter that it does not desire such
continuation with respect to that Fund. If a Fund is added after the first
approval by the Trustees as described above, this Contract will be effective
as to that Fund upon execution of the applicable exhibit and will continue in
effect until the next annual approval of this Contract by the Trustees and
thereafter for successive periods of one year, subject to approval as
described above.
8. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of any
penalty, by the Trustees of the Trust or by a vote of the shareholders of
that Fund on sixty (60) days' written notice to Adviser.
9. This Contract may not be assigned by Adviser and shall
automatically terminate in the event of any assignment. Adviser may employ
or contract with such other person, persons, corporation, or corporations
(including a sub-adviser) at its own cost and expense as it shall determine
in order to assist it in carrying out this Contract, subject to any approval
required under the 1940 Act. Notwithstanding the foregoing, the Adviser
shall be liable to the Trust for the acts and omissions of any sub-investment
adviser to the extent that such sub-investment adviser is liable to the
Adviser for such acts or omissions under any sub-advisory agreement.
10. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties under this
Contract on the part of Adviser, Adviser shall not be liable to the Trust or
to any of the Funds or to any shareholder for any act or omission in the
course of or connected in any way with rendering services or for any losses
that may be sustained in the purchase, holding, or sale of any security.
11. This Contract may be amended at any time by agreement of the
parties provided that the amendment shall be approved both by the vote of a
majority of the Trustees of the Trust, including a majority of the Trustees
who are not parties to this Contract or interested persons of any such party
to this Contract (other than as Trustees of the Trust) cast in person at a
meeting called for that purpose, and, to the extent required by the 1940 Act,
on behalf of a Fund by a majority of the outstanding voting securities of
such Fund.
12. The Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight.
The Adviser agrees to submit any proposed sales literature for the Trust (or
any Fund) or for itself or its affiliates which mentions the Trust (or any
Fund) to the Trust's distributor for review and filing with the appropriate
regulatory authorities prior to the 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 Adviser to produce sales
literature for the Trust (or any Fund). The Trust agrees to cause its
distributor to promptly review all such sales literature to ensure compliance
with relevant requirements, to promptly advise Adviser of any deficiencies
contained in such sales literature, to promptly file complying sales
literature with the relevant authorities, and to cause such sales literature
to be distributed to prospective investors in the Trust.
13. This Contract shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
14. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
15. In compliance with the requirements of the 1940 Act, the Adviser
hereby agrees that all records which it maintains for the Trust are the
property of the Trust and further agrees to surrender promptly to the Trust
any of such records upon the Trust's request. The Adviser further agrees to
preserve for the periods prescribed by the 1940 Act the records required to
be maintained under the ▇▇▇▇ ▇▇▇.
16. The execution and delivery of this Contract 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 Contract 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.
EXHIBIT A
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company
and Vision Group of Funds
dated November 1, 2000
Vision New York Tax-Free Money Market Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to .50 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued at the rate of 1/365th of .50 of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be accrued daily and paid to the
Adviser monthly.
Witness the due execution hereof this 1st day of November, 2000.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT B
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company
and Vision Group of Funds
dated November 1, 2000
Vision Large Cap Core Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to .85 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued at the rate of 1/365th of .85 of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser at least monthly.
Witness the due execution hereof this 1st day of November, 2000.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT C
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company
and Vision Group of Funds
dated November 1, 2000
Vision Small Cap Stock Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.85 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued at the rate of 1/365th of 0.85 of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be accrued daily and paid to the
Adviser monthly.
Witness the due execution hereof this 1st day of November, 2000.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT D
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company
and Vision Group of Funds
dated November 1, 2000
Vision Intermediate Term Bond Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.70 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued at the rate of 1/365th of 0.70 of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be accrued daily and paid to the
Adviser monthly.
Witness the due execution hereof this 1st day of November, 2000.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT E
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company
and Vision Group of Funds
dated November 1, 2000
Vision International Equity Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 1.00 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued at the rate of 1/365th of 1.00 of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be accrued daily and paid to the
Adviser monthly.
Witness the due execution hereof this 1st day of November, 2000.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT F
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company
and Vision Group of Funds
dated November 1, 2000
Vision Institutional Limited Duration U.S. Government Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.60 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued at the rate of 1/365th of 0.60 of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be accrued daily and paid to the
Adviser monthly.
Witness the due execution hereof this 1st day of November, 2000.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT G
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company
and Vision Group of Funds
dated November 1, 2000
Vision Managed Allocation Fund - Conservative Growth
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.25 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued at the rate of 1/365th of 0.25 of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be accrued daily and paid to the
Adviser monthly.
Witness the due execution hereof this 1st day of November, 2000.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT H
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company
and Vision Group of Funds
dated November 1, 2000
Vision Managed Allocation Fund - Aggressive Growth
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.25 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued at the rate of 1/365th of 0.25 of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be accrued daily and paid to the
Adviser monthly.
Witness the due execution hereof this 1st day of November, 2000.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT I
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company
and Vision Group of Funds
dated November 1, 2000
Vision Managed Allocation Fund - Moderate Growth
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.25 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued at the rate of 1/365th of 0.25 of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be accrued daily and paid to the
Adviser monthly.
Witness the due execution hereof this 1st day of November, 2000.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT J
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company
and Vision Group of Funds
dated November 1, 2000
Vision Pennsylvania Municipal Income Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.70 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued at the rate of 1/365th of 0.70 of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be accrued daily and paid to the
Adviser monthly.
Witness the due execution hereof this 1st day of November, 2000.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT K
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company
and Vision Group of Funds
dated November 1, 2000
Vision Institutional Prime Money Market Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.50 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued at the rate of 1/365th of 0.50 of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be accrued daily and paid to the
Adviser monthly.
Witness the due execution hereof this 1st day of November, 2000.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
INVESTMENT ADVISORY CONTRACT
LETTER AGREEMENT
Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, NY
October 24, 2000
Vision Group of Funds
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Sirs:
Under the Investment Advisory Contract between Manufacturers and Trader
Trust Company (the "Adviser") and Vision Group of Funds (the "Trust"), to be
dated November 1, 2000, the Adviser agrees to contractually waive its
investment advisory fee (based on average daily net assets) to which it is
otherwise entitled for the Funds listed below, for a one year period starting
from the commencement of each Fund's operations, which is anticipated to
occur on or about December 18, 2000. Shown below is the maximum advisory
fee, before and after the waiver, for the referenced period.
Before After
Waiver Waiver
Vision International Equity Fund 1.00% 0.90%
Vision Pennsylvania Municipal Income Fund 0.70% 0.64%
Vision Intermediate Term Bond Fund 0.70% 0.47%
Vision U.S. Treasury Money Market Fund 0.50% 0.41%
Vision Institutional Limited Duration U.S. Government Fund 0.60% 0.40%
Vision Institutional Prime Money Market Fund 0.50% 0.20%
Vision Managed Allocation Fund - Conservative Growth 0.25% 0.00%
Vision Managed Allocation Fund - Aggressive Growth 0.25% 0.00%
Vision Managed Allocation Fund - Moderate Growth 0.25% 0.00%
In addition, the Adviser agrees to contractually reimburse certain
operating expenses of the Class A Shares of the above three Vision Managed
Allocation Funds so that the annual fund operating expenses do not exceed
1.00% of each Fund's average daily net assets for a one year period, starting
from the commencement of these Funds' operations, which is anticipated to
occur on or about December 18, 2000.
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof. This may be executed in counterpart.
Very truly yours,
MANUFACTURERS AND TRADER TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
ACCEPTED:
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary