Exhibit (d)(viii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
A S S I G N M E N T
THIS ASSIGNMENT is entered into as of August 1, 1999, by and between
FEDERATED INVESTMENT COUNSELING ("FIC"), a Delaware business trust and FEDERATED
INVESTMENT MANAGEMENT COMPANY ("FIMC"), a Delaware business trust.
WHEREAS, FIC entered into an Sub-Advisory Agreement (the "Agreement") with
Vision Group of Funds, Inc., on behalf of Vision New York Tax-Free Money Market
Fund, and Manufacturers and Traders Trust Company, dated September 1, 1998; and
WHEREAS, FIC desires to assign its rights, duties, and responsibilities
under this Agreement; and
WHEREAS, FIMC desires to accept the assignment of this Agreement from FIC;
WHEREAS, the Board of Directors of Vision Group of Funds, Inc. has approved
the assignment; and
WHEREAS, this Assignment is made pursuant to Rule 2a-6 under the Investment
Company Act of 1940;
KNOW ALL MEN BY THESE PRESENTS;
In consideration of the sum of One Dollar ($1.00) and other good and
valuable consideration, FIC does hereby assign all its rights, interests, and
responsibilities under the Investment Advisory Contracts described above to
FIMC, and FIMC does hereby accept such assignment.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed by their authorized representatives as of the date first herein above
set forth.
FEDERATED INVESTMENT COUNSELING
By: /S/ XXXX X. XXXXXXXXX
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /S/ G. XXXXXX XXXXXXXXX
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
MANUFACTURERS AND TRADERS TRUST
COMPANY
By: /S/ XXXXXXX X. XXXXXXXX
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
