1
Exhibit (d)(xvi) 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 Mazama Capital Management, Inc. (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.
The Subadviser has furnished the Adviser with a copy of the Subadviser's
approved list of securities for equity portfolios, 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.
(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
Assets (the "Fund's 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's
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 theAssets, all in such detail as the Adviser or the Trustees
may reasonably request.
(g) Inform the Adviser and the Trustees of 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.
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 subadvisers 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 0.70%% of the average daily net asset value of the Assets. 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. 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.
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, 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 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. The Subadviser shall have no obligation to
acquire with respect to the Fund, 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 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 is also to be
purchased or sold for other accounts managed by the Subadviser at the same
time, the Subadviser shall make such purchase or sale on a pro-rata, rotating
or other equitable basis 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, 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.
Any person, even though also employed by the Subadviser, who may be or become
an employee of and paid by the Trust or the Fund shall be deemed, when acting
within the scope of his employment by the Trust or the Fund, to be acting in
such employment solely for the Trust or the Fund and not as the Subadviser's
employee or agent. 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 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 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. 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 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.
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 any of its 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. In addition, the Subadviser shall
deliver copies of the Fund's 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 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:
Mazama Capital Management, Inc.
Xxx XX Xxxxxxxx Xxxxxx
Xxxxx 00-X
Xxxxxxxx, XX 00000
Attention :
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
MAZAMA CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President/COO
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
