Exhibit (d)(xi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT
LETTER AGREEMENT
Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, NY
October 24, 2000
Vision Group of Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Dear Sirs:
UNDER THE INVESTMENT ADVISORY CONTRACT BETWEEN MANUFACTURERS AND TRADER
TRUST COMPANY (THE "ADVISER") AND VISION GROUP OF FUNDS (THE "TRUST"), TO BE
DATED NOVEMBER 1, 2000, THE ADVISER AGREES TO CONTRACTUALLY WAIVE ITS INVESTMENT
ADVISORY FEE (BASED ON AVERAGE DAILY NET ASSETS) TO WHICH IT IS OTHERWISE
ENTITLED FOR THE FUNDS LISTED BELOW, FOR A ONE YEAR PERIOD STARTING FROM THE
COMMENCEMENT OF EACH FUND'S OPERATIONS, WHICH IS ANTICIPATED TO OCCUR ON OR
ABOUT DECEMBER 18, 2000. SHOWN BELOW IS THE MAXIMUM ADVISORY FEE, BEFORE AND
AFTER THE WAIVER, FOR THE REFERENCED PERIOD.
BEFORE AFTER
WAIVER WAIVER
Vision International Equity Fund 1.00% 0.90%
Vision Pennsylvania Municipal Income Fund 0.70% 0.64%
Vision Intermediate Term Bond Fund 0.70% 0.47%
Vision U.S. Treasury Money Market Fund 0.50% 0.41%
Vision Institutional Limited Duration
U.S. Government Fund 0.60% 0.40%
Vision Institutional Prime Money Market Fund 0.50% 0.20%
Vision Managed Allocation Fund - Conservative Growth 0.25% 0.00%
Vision Managed Allocation Fund - Aggressive Growth 0.25% 0.00%
Vision Managed Allocation Fund - Moderate Growth 0.25% 0.00%
In addition, the Adviser agrees to contractually reimburse certain
operating expenses of the Class A Shares of the above three Vision Managed
Allocation Funds so that the annual fund operating expenses do not exceed 1.00%
of each Fund's average daily net assets for a one year period, starting from the
commencement of these Funds' operations, which is anticipated to occur on or
about December 18, 2000.
If the foregoing correctly sets forth the agreement between the Trust and
the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof. This may be executed in counterpart.
Very truly yours,
MANUFACTURERS AND TRADER TRUST COMPANY
By: /S/ XXXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ACCEPTED:
VISION GROUP OF FUNDS
By: /S/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary
