Exhibit (d)(xvii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Amendment to
Subadvisory Contract
between
Vision Group of Funds
and
M&T Asset Management, a department of
Manufacturers and Traders Trust Company
and
Mazama Capital Management, Inc.
This Amendment to the Subadvisory Contract ("Agreement") dated
July 1, 2001, between Vision Group of Funds ("Fund") on behalf of
Vision Small Cap Stock Fund and M&T Asset Management, a department of
Manufacturers and Traders Trust Company and Mazama Capital Management,
Inc. ("Service Providers") is made and entered into as of the 21st day
of February, 2001.
WHEREAS, the Fund has entered into the Agreement with the Service
Providers;
WHEREAS, the Securities and Exchange Commission has adopted
Regulation S-P at 17 CFR Part 248 to protect the privacy of individuals
who obtain a financial product or service for personal, family or
household use;
WHEREAS, Regulation S-P permits financial institutions, such as
the Fund, to disclose "nonpublic personal information" ("NPI") of its
"customers" and "consumers" (as those terms are therein defined in
Regulation S-P) to affiliated and nonaffiliated third parties of the
Fund, without giving such customers and consumers the ability to opt
out of such disclosure, for the limited purposes of processing and
servicing transactions (17 CFR 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:
0 The Fund and the Service Providers hereby acknowledge that the
Fund may disclose shareholder NPI to the Service Providers as
agents of the Fund and solely in furtherance of fulfilling the
Service Providers' contractual obligations under the Agreement in
the ordinary course of business to support the Fund and its
shareholders.
1 The Service Providers hereby agree to be bound to use and
redisclose such NPI only for the limited purpose of fulfilling
its duties and obligations under the Agreement, for law
enforcement and miscellaneous purposes as permitted in 17 CFR xx.xx.
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.
2 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/ Xxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
M&T Asset Management, a department of
Manufacturers and Traders Trust Company
By:/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Mazama Capital Management, Inc.
By:/s/ Xxxxx Xxxxxx
-------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President/Chief Operating Officer
