ITEM 77Q(e) COPIES OF ANY NEW OR AMENDED REGISTRANT INVESTMENT
ADVISORY CONTRACTS
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 0000 Xxxxxxxxx
Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 (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 0000 Xxx.
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
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
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ACCEPTED:
VISION GROUP OF FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary
732:
