Exhibit (e)(xi) under Form N1-A
Exhibit 10 under Item 601/Reg. S-K
Amendment to
Agreement for Administrative Services
for
Vision Group of Funds
This Amendment to the Agreement for Administrative Services is made and
entered into as of the 1st day of October, 2002, by and between Vision Group of
Funds ("Investment Company") and M&T Securities, Inc. ("M&T").
WHEREAS, Investment Company entered into an Agreement for Administrative
Services with M&T on November 1, 2000; and
WHEREAS, Investment Company and M&T have agreed to amend the Agreement, in
certain respects;
NOW, THEREFORE, the parties intending to be legally bound agree as follows:
I. Article 6. Compensation is hereby deleted in its entirety and replaced with
the following:
"Article 6. Compensation.
For the Administrative Services provided, the Investment Company hereby
agrees to pay and M&T hereby accepts as full compensation for its services
rendered hereunder an administrative fee at an annual rate of the average
daily net assets of the Funds, as set forth below.
Max. Admin. Average Daily Net Assets
Fee of the Funds
.04% on first $5 billion
.03% on the next $2 billion ($5-7 billion)
.0175% on the next $3 billion ($7-10 billion)
.015% on assets in excess of $10 billion
(Average Daily Net Asset break points are on a complex-wide basis)
The compensation and out-of-pocket expenses attributable to the Funds shall
be accrued daily by the Funds and paid to M&T no less frequently than
monthly, and shall be paid daily upon request of M&T. M&T will maintain
detailed information about the compensation and out-of-pocket expenses by
the Funds.
M&T may in its sole discretion waive receipt of all or a part of the
foregoing administrative fee from time to time."
II. The first paragraph of Article 12. Term and Termination of Agreement is
hereby deleted in its entirety and replaced with the following:
"This Agreement shall be effective from the date signed above and shall
continue through September 30, 2005 ("Initial Term"). Thereafter, the
Agreement will continue for consecutive 12-month terms (a "Renewal Term")
unless one party receives written notice of termination from the other
party no less than 120 days prior to the expiration of the Initial Term or
a Renewal Term. The termination date for all original or after-added Funds
that are, or become, a party to this Agreement shall be coterminous."
WITNESS the due execution hereof this 1st day of October, 2002.
VISION GROUP OF FUNDS
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
M&T SECURITIES, INC.
By:
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Name:
Title:
