Exhibit (d)(xviii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUBADVISORY AGREEMENT
This Subadvisory Agreement ("Agreement") is entered into as of July 2,
2001 by and among the Vision Group of Funds, a Delaware business trust
(the "Trust"), the M&T Asset Management Department of Manufacturers and
Traders Trust Company, a New York State chartered bank and trust
company (the "Adviser" or "M&T Bank"), and LSV Asset Management (the
"Subadviser").
Recitals:
The Trust is an open-end investment management company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), and
has eighteen portfolios, including the Vision Small Cap Stock Fund (the
"Fund");
The Trust and the Adviser have entered into an advisory agreement dated
as of May 11, 2001 (the "Advisory Agreement") as amended, pursuant to
which the Adviser provides portfolio management services to the Fund
and the other portfolios of the Trust;
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 Trustees of the Trust ("Trustees") desire
to retain the Subadviser to act as a 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 Trust, the Adviser and the Subadviser
agree as follows:
1. Delivery of Documents. The Trust has furnished the Subadviser
with copies, properly certified or otherwise authenticated, of each of
the following:
(a) The Trust's Declaration of Trust ("Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Subadviser as an
investment subadviser to the Fund and approving the form of this
Agreement;
(d) Resolutions of the Trustees 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 Trust'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. Subadviser shall comply with any such material
change promptly after receipt of any such notice.
The Subadviser has furnished the Adviser with a copy of the
Subadviser's methodology for security selection, 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 Trustees, the Subadviser will manage the portion of
the Fund's assets allocated to the Subadviser from time to time by the
Adviser in its sole discretion ("Assets") 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 Trustees, 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. It
is understood and agreed that the Adviser may also retain one or more
subadvisers to manage portions of the Fund other than the Assets, and
that the amount of the Fund's total assets managed by Subadviser may
from time to time be modified at the Adviser's sole discretion.
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 Assets and determine from
time to time what securities will be purchased, retained, sold or
loaned by the Fund in respect of the assets.
(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 Trustees 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 Trustees of the
Trust 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 securities
comprising the Assets as the Adviser may reasonably request.
(d) Maintain detailed books and records of all matters pertaining to
the Fund (the "Fund Assets' 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 Assets' 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 Trustees for
approval. The Subadviser will submit any material change in its
Code of Ethics to the Trustees promptly, but in no event 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
Trustees and will provide a written report to the Trustees 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 Trustees may reasonably
request, furnish the Adviser and to each of the Trustees reports
of transactions with respect to the Assets and reports on
securities comprising the Assets, all in such detail as the
Adviser or the Trustees may reasonably request.
(g) Inform the Adviser and the Trustees of material changes in
investment strategy or tactics or in key personnel of the
Subadviser (including any changes in the personnel who manage the
investment of the Assets).
(h) Make its officers and employees available to meet with the
Trustees and the Adviser at such times and with such frequency as
the Trustees or the Adviser reasonably requests, on due notice to
the Subadviser, but at least quarterly, to review the investment
of the Assets in light of current and prospective market
conditions.
(i) Furnish to the Trustees such information as may be reasonably
necessary in order for the Trustees 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.
(m) Unless the Adviser gives written instructions to the contrary,
the Subadviser shall review all proxy solicitation materials and
be responsible for voting and handling all proxies with respect
to the Assets. Without diminution of its responsibilities
hereunder, Subadviser will delegate to a third party provider
(currently "ISS") the review and voting of proxies with respect
to the Assets.
3. 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.
4. 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 Trustees and of independent
advisers, independent contractors, consultants, managers, other
subadvirs and other agents employed by the Trust or the Fund
other than through the Subadviser;
(b) legal, accounting and auditing fees and expenses of the Trust or
the Fund;
(c) the fees and disbursements of custodians and depositories of the
Trust or the Fund's assets, transfer agents, disbursing agents,
plan agents and registrars;
(d) taxes and governmental fees assessed against the Trust or the
Fund's assets and payable by the Trust or the Fund;
(e) the cost of preparing and mailing dividends, distributions,
reports, notices and proxy materials to shareholders of the Trust
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.
5. 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.
6. 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 0.65% on the first $50 million of the average daily
net asset value of the Assets, and 0.55% of such assets in excess
thereof. Such fee shall accrue daily and be paid monthly. The
"average daily net asset value" of the Assets 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 Trust nor the Fund has any liability for the
Subadviser's fee hereunder, so long as the Fund has paid the Adviser.
Calculations of the Subadviser's fee will be based on the average daily
net asset value of the Assets as determined by the Adviser or the
Trust. Unless otherwise directed by the Adviser, the Subadviser will
fully invest the Assets.
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.
7. 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.
8. Avoidance of Inconsistent Position. In connection with purchases
or sales of portfolio securities for the account of the Fund with
respect to the Assets, 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, with respect to the Assets, 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 Trust 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,
with respect to the Assets. The Subadviser shall have no obligation to
acquire with respect to the Fund Assets, 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, with respect to the Assets, 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 Assets is
also to be purchased or sold for other accounts managed by the
Subadviser at the same time, at the sole discretion of the Subadviser
as to whether to aggregate such purchases or sales, the Subadviser
shall make such purchase or sale on a pro-rata, rotating or other
equitable basis, subject to cash considerations, so as to avoid any one
account being preferred over any other account. The Subadviser shall
disclose to the Adviser and to the Trustees the method used to allocate
purchases and sales among the Subadviser's investment advisory clients.
9. No Partnership or Joint Venture. The Trust, 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 Trust, the Fund and/or Fund
Assets, 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. 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 third party
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 third party
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 by Subadviser.
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 Trustees of the Trust voting in
person, including a majority of the Trustees who are not interested
persons of the Trust, the Adviser or the Subadviser, at a meeting
called for the purpose of voting on such change, and (to the extent
required by the 1940 Act, after giving effect to any exemption
therefrom) 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 0000 Xxx)
unless the Agreement is terminated automatically as set forth in
Section 11 hereof or until terminated as follows:
(a) The Trust 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 Trust under this subsection may be taken either by (i)
vote of its Trustees, or (ii) the affirmative vote of the
outstanding voting securities of the Fund; or
(b) The Subadviser may at any time terminate this Agreement (i) for
any reason whatsoever, 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, or (ii) for
cause, by not less than thirty (30) 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 the 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 with respect to the Assets. In addition, the Subadviser shall
deliver copies of the Fund Assets' 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 Trust, 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 Trustees, who are not
interested persons of the Trust, 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 Trust and the Fund are not
personally binding upon, nor shall resort be had to be private
property of, any of the Trustees, shareholders, officers,
employees or agents of the Trust or the Fund, but only the Fund's
property shall be bound. The Trust or the Fund shall not be
liable for the obligations of any other series of the Trust.
(b) Any information supplied by the Trust 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 Subadviser agrees to submit any proposed sales literature
(including advertisements, whether in paper, electronic or
Internet medium) for the Trust, the Fund, the Subadviser or for
any of its affiliates which mentions the Trust, 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 Trust or the Fund. The Trust
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 and, if
appropriate, provide approval, of such materials by a reasonable
and appropriate deadline. The Trust agrees to cause the Adviser
and the Trust'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.
(d) 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:
LSV Asset Management
000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention : Xxxxxxxx Xxxxxxxx
Facsimile Number :
Adviser: Manufacturers and Traders Trust Company
Xxx X&X Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
Facsimile Number: (000) 000-0000
Trust: Vision Group of Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Secretary
Facsimile Number: (000) 000-0000
(e) 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.
(f) This Agreement shall be construed in accordance with the laws of
the State of New York and the applicable provisions of the 1940
Act.
(g) 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.
15. Limitations of Liability of Trustees and Shareholders of the
Trust. The execution and delivery of this Agreement 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
Agreement 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.
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
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
LSV ASSET MANAGEMENT
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Partner
SCHEDULE 1
Custody Agreement between the Trust 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 Trustees 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 Trust 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
Amendment to
Subadvisory Contract
between
Vision Group of Funds
and
M&T Asset Management, a department of
Manufacturers and Traders Trust Company
and
LSV Asset Management
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 LSV Asset Management
("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
LSV Asset Management
By:/s/ Xxxxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Chief Operating Officer
