Exhibit 5(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUBADVISORY AGREEMENT
This Subadvisory Agreement (this "Agreement") is entered into as of the
1st day of September, 1998, by and among Vision Group of Funds, Inc., a Maryland
corporation (the "Company"), Manufacturers and Traders Trust Company, a New York
bank and trust company (the "Adviser"), and Federated Investment Counseling, a
Delaware business trust ("FIC").
Recitals:
A. The Company and the Adviser have entered into an advisory agreement
dated September 1, 1998 (the "Advisory Agreement"), pursuant to which
the Adviser provides portfolio management services to, among others,
the portfolio series of the Company set forth on Schedule 1 to this
Agreement (each a "Fund" and collectively the "Funds");
B. The Advisory Agreement contemplates that the Adviser may fulfill its
portfolio management responsibilities under the Advisory Agreement by
engaging one or more subadvisers; and
C. The Adviser and the Board of Directors (the "Board") of the Company
desire to retain FIC to render portfolio management services in the
manner and on the terms set forth in this Agreement.
Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Company, the Adviser and FIC agree as follows:
APPOINTMENT OF SUBADVISER.
The Adviser hereby appoints FIC as subadviser for each Fund. The
Adviser authorizes FIC, in its discretion and without prior consultation with
the Adviser, to invest and manage each Fund's portfolio of Securities according
to such Fund's stated investment objective to the fullest extent permitted by:
the Fund's investment policies, limitations, procedures and guidelines
set forth in the documents listed on Schedules 2 and 3 to this
Agreement;
any additional objectives, policies or guidelines established by the
Adviser or by the Board that have been furnished in writing to FIC;
the provisions of the Investment Company Act of 1940 (the "1940 Act")
and the rules and regulations thereunder applicable to the Fund,
including rule 2a-7 promulgated thereunder ("Rule 2a-7"); and
the provisions of Subchapter M of the Internal Revenue Code applicable
to "regulated investment companies."
For purposes of this Agreement, "Securities" include all investments and
investment techniques permitted under the foregoing policies, limitations,
procedures, guidelines, laws or regulations. Subject to the supervision of the
Adviser and the Board, FIC shall determine the structure and composition of the
Fund's portfolio, including the purchase, retention and disposition of, and
exercise of all rights pertaining to, the Securities comprising the portfolio.
REPRESENTATIONS AND WARRANTIES.
REPRESENTATIONS AND WARRANTIES OF FIC
FIC represents and warrants to Adviser as follows:
FIC is a business trust duly organized, validly existing, and in good
standing under the laws of the State of Delaware.
This Agreement constitutes the legal, valid, and binding obligation of
FIC, enforceable against FIC in accordance with its terms. FIC has the
absolute and unrestricted right, power, and authority to execute and
deliver this and to perform its obligations under this Agreement.
Neither the execution and delivery of this Agreement by FIC nor the
performance of any of its obligations hereunder will give any person
the right to prevent, delay, or otherwise interfere with the
performance of such obligations pursuant to:
any provision of FIC's Declaration of Trust or By-Laws;
any resolution adopted by the board of trustees or the shareholders of
FIC;
any law, regulation or administrative or court order to which FIC may
be subject; or
any contract to which FIC is a party or by which FIC may be bound.
FIC is not and will not be required to obtain any consent from any
person in connection with the execution and delivery of this Agreement
or the performance of any obligations hereunder.
FIC is registered with the Securities and Exchange Commission ("SEC")
as an investment adviser under the Investment Advisers Act of 1940 (the
"Advisers Act") and is registered or licensed as an investment adviser
under the laws of all jurisdictions in which its activities require it
to be so registered or licensed, except where the failure to be so
licensed would not have a material adverse effect on its business.
FIC has furnished to the Adviser true and complete copies of all the
documents listed on Schedule 3 to this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE ADVISER
The Adviser represents and warrants to FIC as follows:
The Adviser is a bank and trust company duly organized, validly
existing, and in good standing under the laws of the State of New York.
This Agreement constitutes the legal, valid, and binding obligation of
the Adviser, enforceable against the Adviser in accordance with its
terms. The Adviser has the absolute and unrestricted right, power, and
authority to execute and deliver this and to perform its obligations
under this Agreement.
Neither the execution and delivery of this Agreement by the Adviser nor
the performance of any of its obligations hereunder will give any
person the right to prevent, delay, or otherwise interfere with the
performance of such obligations pursuant to:
any provision of the Adviser's Articles of Incorporation or By-Laws;
any resolution adopted by the board of directors or the shareholders
of the Adviser;
any law, regulation or administrative or court order to which the
Adviser may be subject; or
the Advisory Agreement or any other contract to which the Adviser is a
party or by which the Adviser may be bound.
Except for the approval of the Board and of each Fund's shareholders as
required by Section 15 of the 1940 Act, the Adviser is not and will not
be required to obtain any consent from any person in connection with
the execution and delivery of this Agreement or the performance of any
obligations hereunder.
The Adviser is registered with the SEC or is otherwise exempt from
registration as an investment adviser under the Advisers Act and is
registered or licensed or is otherwise exempt from registration or
licensing as an investment adviser under the laws of all jurisdictions
in which its activities require it to be so registered or licensed,
except where the failure to be so licensed would not have a material
adverse effect on its business.
The Adviser has furnished to FIC true and complete copies of all the
documents listed on Schedule 2 to this Agreement.
CONDITIONS TO AGREEMENT.
FIC's and the Adviser's obligations under this Agreement are subject to
the satisfaction of the following conditions precedent:
Receipt by FIC of satisfactory evidence that (i) this Agreement and the
Advisory Agreement have been approved by the vote of a majority of the
directors, who are not interested persons of FIC or the Adviser, cast
in person at a meeting of the Board called for the purpose of voting on
such approval, and (ii) this Agreement and the Advisory Agreement have
been approved by the vote of a majority of the outstanding voting
securities of the Fund;
Receipt by FIC of copies of instructions from each Fund to its
custodian designating the persons specified by FIC as "Authorized
Persons" under the Fund's custody agreement and the custodian's
agreement to provide such persons with cash balances and similar
information necessary to manage each Fund;
The Company's execution and delivery of a limited power of attorney in
favor of FIC, in a form mutually acceptable to FIC, the Adviser and the
Board;
Receipt by FIC and the Adviser of an endorsement adding the Funds as
named insureds to FIC's Money Market Net Asset Value Guaranty Policy at
the Funds' expense;
Receipt by FIC of Board resolutions adopting all procedures and
guidelines listed on Schedule 3 to this Agreement and identified as
required by Rule 2a-7 or any other exemptive rule or order that is or
will become applicable to any Fund;
Receipt by FIC of complete copies of all other policies procedures,
guidelines, and codes listed on Schedule 2 to this Agreement; and
Any other documents, certificates or other instruments that FIC or the
Adviser may reasonable request from the Fund.
COMPENSATION.
For the services provided under this Agreement, the Adviser shall pay
to FIC an annual fee equal to the percentage(s) of a Fund's average daily net
assets set forth opposite such Fund's name on Schedule 1. Such fee accrues daily
and shall be paid monthly. If this Agreement is effective for only a portion of
a month, the fee will be prorated for the portion of such month during which
this Agreement is in effect.
INFORMATION AND REPORTS.
The Adviser shall promptly notify FIC of any (i) change in the Advisory
Agreement or (ii) material change in any of the investment objectives,
policies, limitations, guidelines or procedures set forth in the
documents listed on Schedules 2 and 3 to this Agreement, and shall
provide FIC with copies of any such modified document; provided,
however, that the Adviser shall provide FIC with such notice at least
fifteen days in advance of any proposed change in an objective, policy,
limitation, guideline or procedure specified in paragraphs (a) and (b)
of Section 1.
The Adviser shall also provide FIC with a list, to the best of the
Adviser's knowledge, of all affiliated persons of Adviser (and any
affiliated person of such an affiliated person) and shall promptly
update the list whenever the Adviser becomes aware of any additional
affiliated persons.
FIC shall maintain separate books and detailed records of all matters
pertaining to all securities transactions on behalf of each Fund
hereunder as required by the 1940 Act, the Advisers Act, or as
reasonably requested in writing by the Adviser (a "Fund's Books and
Records"). Each Fund's Books and Records shall be available to the
Adviser at any time upon reasonable request and shall be available for
telecopying to the Adviser during any day that a Fund is open for
business.
From time to time as the Adviser or the Board may reasonably request,
FIC shall furnish to the Adviser and to the Board, reports of portfolio
transactions and reports on Securities held by a Fund, and such other
reports regarding FIC's management of any Fund as the Adviser or the
Board may reasonably request, all in such detail and form as the
Adviser, the Board, and FIC mutually agree. FIC will also inform the
Adviser and the Board on a current basis of changes in the investment
strategy or in the portfolio manager(s) for any Fund.
NONEXCLUSIVE AGREEMENT; ALLOCATION OF TRANSACTIONS.
The investment management services provided by FIC hereunder are not to
be deemed to be exclusive, and nothing in this Agreement shall prohibit
FIC from rendering similar services to other advisers, investment
companies, and other types of clients. The Adviser and the Company
acknowledge that the investment objectives of the Fund and those of
other FIC clients may be similar and that the investment performance of
the respective portfolios of these clients and the Funds may differ.
To the extent consistent with applicable law, FIC may aggregate
purchase or sell orders for a Fund with contemporaneous purchase or
sell orders of other clients of FIC or its affiliated persons. In such
event, allocation of the Securities so purchased or sold, as well as
the expenses incurred in the transaction, shall be made by FIC in the
manner FIC considers to be the most equitable and consistent with its
and its affiliates' fiduciary obligations to the Fund and to such other
clients. The Adviser hereby acknowledges that such aggregation of
orders may not result in a more favorable price or lower brokerage
commissions in all instances.
FIC will place orders with or through such banks, brokers, dealers,
futures commission merchants and other firms ("Brokers") in accordance
with the policy regarding brokerage set forth in a Fund's registration
statement or as the Board may direct from time to time. Bearing in mind
a Fund's best interest at all times, FIC shall use its best efforts to
obtain the most favorable price and execution for the Fund's
transactions available, considering all factors FIC deems relevant,
including by way of illustration, the size of the transaction, the
nature of the market for the security and the difficulty expected to be
encountered in executing the transaction, 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 involved and the quality of service rendered by the Broker in
other transactions. Subject to such policies as the Board may
determine, FIC shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by
reason of having caused the Fund to pay a Broker that provides
brokerage and research services to FIC or the Adviser (or to their
respective affiliated persons) an amount of commission for effecting a
Fund's transaction that is greater than the amount of commission that
another Broker would have charged for effecting that transaction. FIC
may enter into transactions on behalf of a Fund with Brokers that are
affiliated persons of FIC, provided such transactions are exempt from
the provisions of Sections 17(a), (d) and (e) of the 1940 Act. The
Company agrees that any change in the policies referred to in this
paragraph shall be subject to the proviso in Section 5(a) of this
Agreement.
FUND EXPENSES.
FIC shall bear its own costs of providing services hereunder; provided
that, nothing in this Agreement shall require FIC to pay, and each Fund shall
pay or reimburse FIC for, all of the Fund's own expenses and its allocable share
of the Company's expenses incurred in managing its portfolio of Securities,
including all commissions, xxxx-ups, transfer fees, registration fees, ticket
charges, transfer taxes, custodian fees and similar expenses. Each Fund shall
promptly reimburse FIC for any expense as may be reasonably incurred by FIC on
behalf of the Fund; provided, however, that FIC shall not incur any
extraordinary expense on behalf of the Fund without the prior written consent of
the Adviser. FIC shall keep and provide to the Company and the Adviser adequate
records of all expenses incurred by FIC on behalf of the Fund.
LIMITATION OF LIABILITY.
In the absence of willful misfeasance, bad faith or gross negligence on
the part of FIC, or of reckless disregard by FIC of its obligations and
duties hereunder, FIC shall not be subject to any liability to the
Adviser, the Fund, the Company, any shareholder of the Fund, or to any
person, firm or organization. Without limiting the foregoing, FIC shall
not have any liability whatsoever for any investment losses incurred by
a Fund, or arising from transactions by a Fund, prior to the date on
which FIC assumes responsibility for the management of the Fund's
portfolio.
The Adviser, the Company, and the Fund are hereby expressly put on
notice of the limitation of liability as set forth in the Declaration
of Trust of FIC and agree that the obligations assumed by FIC pursuant
to this Agreement shall be limited in any case to FIC and its assets
and the Adviser, the Company, and the Fund shall not seek satisfaction
of any such obligation from the shareholders of FIC, the trustees of
FIC, officers, employees or agents of FIC, or any of them.
PRICING.
The Adviser, the Company and the Fund hereby acknowledge that FIC is
not responsible for pricing portfolio Securities, and that the Adviser and FIC
will rely on the Amortized Cost Procedures listed in Schedule 3.
TERM.
This Agreement shall begin as of the date of its execution and shall
continue in effect for a period of two years from the date hereof and thereafter
for successive periods of one year, subject to the provisions for termination
and all of the other terms and conditions hereof if such continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act; provided, however, that this Agreement may be terminated by a Fund
at any time, without the payment of any penalty, by the Board or by vote of a
majority of the outstanding voting securities (as defined in the 0000 Xxx) of a
Fund, or by the Adviser or FIC at any time, without the payment of any penalty,
on not less than 60 days' written notice to the other parties. This Agreement
shall terminate automatically in the event of its assignment or upon termination
of the Advisory Agreement. In the event of termination, FIC shall immediately
cease all activity on behalf of the Fund and with respect to its Securities,
except as expressly directed by the Adviser. In addition, FIC shall deliver the
Fund's Books and Records to the Adviser by such means and in accordance with
such schedule, and shall otherwise cooperate, as reasonably directed by the
Adviser, in the transition of managing the Fund's portfolio of Securities to any
successor of FIC, including the Adviser. Any reasonable third party expenses
incurred in connection with the termination shall be paid by the Fund.
Termination of the Agreement shall not relieve the Fund, the Adviser or FIC of
any liability previously incurred hereunder.
GENERAL PROVISIONS
NOTICES
All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by telecopier
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers set forth below (or to such other addresses and telecopier numbers as a
party may designate by notice to the other parties):
FIC: Federated Investment Counseling
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Xxxxx Xxxxxxxx
Facsimile No.: (000) 000-0000
Adviser: Manufacturers Traders & Trust Company
Xxx X&X Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx
Facsimile No.: (000) 000-0000
Company: Vision Group of Funds, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Secretary
Facsimile No.: (000) 000-0000
FURTHER ASSURANCES
The parties agree (a) to furnish upon request to each other such
further information, (b) to execute and deliver to each other such other
documents, and (c) to do such other acts and things, all as the other party may
reasonably request for the purpose of carrying out the intent of this Agreement
and the documents referred to in this Agreement.
WAIVER
The rights and remedies of the parties to this Agreement are cumulative
and not alternative. Neither the failure nor any delay by any party in
exercising any right, power, or privilege under this Agreement or the documents
referred to in this Agreement will operate as a waiver of such right, power, or
privilege, and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right, power, or
privilege or the exercise of any other right, power, or privilege.
ENTIRE AGREEMENT AND MODIFICATION
This Agreement supersedes all prior agreements between the parties with
respect to its subject matter and constitutes (along with the documents referred
to in this Agreement) a complete and exclusive statement of the terms of the
agreement between the parties with respect to its subject matter. This Agreement
may not be amended except by a written agreement executed by the party to be
charged with the amendment.
ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS
Subject to Section 10, this Agreement will apply to, be binding in all
respects upon, and inure to the benefit of the successors and permitted assigns
of the parties. Nothing expressed or referred to in this Agreement will be
construed to give any person other than the parties to this Agreement any legal
or equitable right, remedy, or claim under or with respect to this Agreement or
any provision of this Agreement. This Agreement and all of its provisions and
conditions are for the sole and exclusive benefit of the parties to this
Agreement and their successors and assigns.
SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
SECTION HEADINGS, CONSTRUCTION
The headings of Sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or Sections of this
Agreement. All words used in this Agreement will be construed to be of such
gender or number as the circumstances require. Unless otherwise expressly
provided, the word "including" does not limit the preceding words or terms. Any
terms defined in the 1940 Act, and not otherwise defined in this Agreement, are
used with the same meaning in this Agreement.
GOVERNING LAW
This Agreement will be governed by the laws of the State of
Pennsylvania without regard to conflicts of laws principles.
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.
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.
MANUFACTURERS AND TRADERS FEDERATED INVESTMENT COUNSELING
TRUST COMPANY
By:/s/ Xxxxxxx X. Xxxxxx By:/s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President Title: Vice President
VISION GROUP OF FUNDS, INC.
By:/s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
SCHEDULE 1 - FUNDS AND SUBADVISORY FEES
Name of Series Subadvisory Fees
Vision New York Tax-Free Money Market Fund
- first $100 million average daily net assets .20%
- next $100 million average daily net assets .18%
-average daily net assets over $200 million .15%
SCHEDULE 2 - FUND DOCUMENTATION
1. Company's Articles of Incorporation and Bylaws.
2. Currently effective registration statement for each class of each Fund's
shares and any pending amendments to such registration statement.
3. Any supplements to any prospectus or statement of additional information for
any class of any Fund's shares. 4. Custody Agreement between the Company and
State Street Bank and Trust Company, as Custodian for each Fund's securities,
including information as to:
o each Fund's nominee,
o the Federal tax identification numbers of each Fund and its nominee,
o all routing, bank, participant and account numbers and other
information necessary to provide proper instructions for transfer and
delivery of Securities to each Fund's accounts at the Custodian, the
name, address, phone and fax number of the Custodian's employees
responsible for each Fund's accounts, and each Fund's pricing service
and contact persons.
5. All SEC exemptive orders applicable to any Fund, and all procedures and
guidelines adopted by the Board under the terms of such orders.
6. All procedures and guidelines adopted by the Board or the Adviser regarding:
o Transactions with affiliated persons,
o Evaluating the liquidity of securities, including restricted
securities, municipal leases and stripped U.S. government
securities,
o Segregation of liquid assets in connection with firm commitments and
standby commitments,
o Derivative contracts and securities,
o Rule 10f-3 (relating to affiliated underwriting syndicates),
o Rule 17a-7 (relating to interfund transactions),
o Rule 17e-1 (relating to transactions with affiliated Brokers), and
o Release No. IC-22362 (granting exemptions for investments in money
market funds).
7. Any master agreements that the Company has entered into on behalf of
any Fund, including:
o Master Repurchase Agreement,
o Master Futures and Options Agreements,
o Master Foreign Exchange Netting Agreements, and
o Master Swap Agreements.
8. CFTC Rule 4.5 letter.
9. Schedule of the current year's Board meetings, and any reports needed
by the Board.
10. Names, addresses, phone numbers and contacts for entities responsible
for performance calculations.
SCHEDULE 3 - SUBADVISER DOCUMENTATION
1. Part II of FIC's Form ADV most recently filed with the SEC.
2. Guidelines and procedures required by Rule 2a-7, consisting of:
o Forms of resolutions authorizing use of the amortized cost method,
o Amortized Cost Procedures, and
o Federated Investment Adviser Guidelines
3. Procedures and checklists required by the following exemptive rules and
orders under the 1940 Act: o Rule 17f-4 (relating to securities held in
securities depositories), o Rule 17j-1 (relating to a code of ethics), and o
Release No. IC-19816 (granting exemptions for transactions with "affiliated
banks"). 4. Policies regarding the allocation of securities among clients with
common investment objectives.
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of September 1, 1998, that
Vision Group of Funds, Inc., a corporation duly organized under the laws of the
state of Maryland (the "Corporation"), does hereby nominate, constitute and
appoint Federated Investment Counseling, a business trust duly organized under
the laws of the Delaware (the "Subadviser"), to act hereunder as the true and
lawful agent and attorney-in-fact of the Corporation, acting on behalf of each
of the series portfolios for which the Subadviser acts as investment adviser
shown on Schedule 1 attached hereto and incorporated by reference herein (each
such series portfolio being hereinafter referred to as a "Fund" and collectively
as the "Funds"), for the specific purpose of executing and delivering all such
agreements, instruments, contracts, assignments, bond powers, stock powers,
transfer instructions, receipts, waivers, consents and other documents, and
performing all such acts, as the Subadviser may deem necessary or reasonably
desirable, related to the acquisition, disposition and/or reinvestment of the
funds and assets of a Fund of the Corporation in accordance with Subadviser's
supervision of the investment, sale and reinvestment of the funds and assets of
each Fund pursuant to the authority granted to the Subadviser as investment
adviser of each Fund under that certain subadvisory contract dated September 1,
1998 by and between the Subadviser and the Corporation (such subadvisory
contract, as may be amended, supplemented or otherwise modified from time to
time is hereinafter referred to as the "Subadvisory Contract").
The Subadviser shall exercise or omit to exercise the powers and
authorities granted herein in each case as the Subadviser in its sole and
absolute discretion deems desirable or appropriate under existing circumstances.
The Corporation hereby ratifies and confirms as good and effectual, at law or in
equity, all that the Subadviser, and its officers and employees, may do by
virtue hereof. However, despite the above provisions, nothing herein shall be
construed as imposing a duty on the Subadviser to act or assume responsibility
for any matters referred to above or other matters even though the Subadviser
may have power or authority hereunder to do so. Nothing in this Limited Power of
Attorney shall be construed (i) to be an amendment or modifications of, or
supplement to, the Subadvisory Contract, (ii) to amend, modify, limit or
denigrate any duties, obligations or liabilities of the Subadviser under the
terms of the Subadvisory Contract or (iii) exonerate, relieve or release the
Subadviser any losses, obligations, penalties, actions, judgments and suits and
other costs, expenses and disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against the Subadviser (x) under the
terms of the Subadvisory Contract or (y) at law, or in equity, for the
performance of its duties as the investment adviser of any of the Funds.
The Corporation hereby agrees to indemnify and save harmless the
Subadviser and its trustees, officers and employees (each of the foregoing an
"Indemnified Party" and collectively the "Indemnified Parties") against and from
any and all losses, obligations, penalties, actions, judgments and suits and
other costs, expenses and disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against an Indemnified Party, other
than as a consequence of gross negligence or willful misconduct on the part of
an Indemnified Party, arising out of or in connection with this Limited Power of
Attorney or any other agreement, instrument or document executed in connection
with the exercise of the authority granted to the Subadviser herein to act on
behalf of the Corporation, including without limitation the reasonable costs,
expenses and disbursements in connection with defending such Indemnified Party
against any claim or liability related to the exercise or performance of any of
the Subadviser's powers or duties under this Limited Power of Attorney or any of
the other agreements, instruments or documents executed in connection with the
exercise of the authority granted to the Subadviser herein to act on behalf of
the Corporation, or the taking of any action under or in connection with any of
the foregoing. The obligations of the Corporation under this paragraph shall
survive the termination of this Limited Power of Attorney with respect to
actions taken by the Subadviser on behalf of the Corporation during the term of
this Limited Power of Attorney. No Fund shall have any joint or several
obligation with any other Fund to reimburse or indemnify an Indemnified Party
for any action, event, matter or occurrence performed or omitted by or on behalf
of the Subadviser in its capacity as agent or attorney-in-fact of Corporation
acting on behalf of any other Fund hereunder.
Any person, partnership, corporation or other legal entity dealing with
the Subadviser in its capacity as attorney-in-fact hereunder for the Corporation
is hereby expressly put on notice that the Subadviser is acting solely in the
capacity as an agent of the Corporation and that any such person, partnership,
corporation or other legal entity must look solely to the Corporation in
question for enforcement of any claim against the Corporation, as the Subadviser
assumes no personal liability whatsoever for obligations of the Corporation
entered into by the Subadviser in its capacity as attorney-in-fact for the
Corporation.
Each person, partnership, corporation or other legal entity which deals
with a Fund of the Corporation through the Subadviser in its capacity as agent
and attorney-in-fact of the Corporation, is hereby expressly put on notice (i)
that all persons or entities dealing with the Corporation must look solely to
the assets of the Fund of the Corporation on whose behalf the Subadviser is
acting pursuant to its powers hereunder for enforcement of any claim against the
Corporation, as the Directors, officers and/or agents of such Corporation, the
shareholders of the various classes of shares of the Corporation and the other
Funds of the Corporation assume no personal liability whatsoever for obligations
entered into on behalf of such Fund of the Corporation, and (ii) that the
rights, liabilities and obligations of any one Fund are separate and distinct
from those of any other Fund of the Corporation.
The execution of this Limited Power of Attorney by the Corporation
acting on behalf of the several Funds shall not be deemed to evidence the
existence of any express or implied joint undertaking or appointment by and
among any or all of the Funds. Liability for or recourse under or upon any
undertaking of the Subadviser pursuant to the power or authority granted to the
Subadviser under this Limited Power of Attorney under any rule of law, statute
or constitution or by the enforcement of any assessment or penalty or by legal
or equitable proceedings or otherwise shall be limited only to the assets of the
Fund of the Corporation on whose behalf the Subadviser was acting pursuant to
the authority granted hereunder.
The Corporation hereby agrees that no person, partnership, corporation
or other legal entity dealing with the Subadviser shall be bound to inquire into
the Subadviser's power and authority hereunder and any such person, partnership,
corporation or other legal entity shall be fully protected in relying on such
power or authority unless such person, partnership, corporation or other legal
entity has received prior written notice from the Corporation that this Limited
Power of Attorney has been revoked. This Limited Power of Attorney shall be
revoked and terminated automatically upon the cancellation or termination of the
Subadvisory Contract between the Corporation and the Subadviser. Except as
provided in the immediately preceding sentence, the powers and authorities
herein granted may be revoked or terminated by the Corporation at any time
provided that no such revocation or termination shall be effective until the
Subadviser has received actual notice of such revocation or termination in
writing from the Corporation.
This Limited Power of Attorney constitutes the entire agreement between
the Corporation and the Subadviser, may be changed only by a writing signed by
both of them, and shall bind and benefit their respective successors and
assigns; provided, however, the Subadviser shall have no power or authority
hereunder to appoint a successor or substitute attorney in fact for the
Corporation.
This Limited Power of Attorney shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania without reference
to principles of conflicts of laws. If any provision hereof, or any power or
authority conferred upon the Subadviser herein, would be invalid or
unexercisable under applicable law, then such provision, power or authority
shall be deemed modified to the extent necessary to render it valid or
exercisable while most nearly preserving its original intent, and no provision
hereof, or power or authority conferred upon the Subadviser herein, shall be
affected by the invalidity or the non-exercisability of another provision
hereof, or of another power or authority conferred herein.
This Limited Power of Attorney may be executed in as many identical
counterparts as may be convenient and by the different parties hereto on
separate counterparts. This Limited Power of Attorney shall become binding on
the Corporation when the Corporation shall have executed at least one
counterpart and the Subadviser shall have accepted its appointment by executing
this Limited Power of Attorney. Immediately after the execution of a counterpart
original of this Limited Power of Attorney and solely for the convenience of the
parties hereto, the Corporation and the Subadviser will execute sufficient
counterparts so that the Subadviser shall have a counterpart executed by it and
the Corporation, and the Corporation shall have a counterpart executed by the
Corporation and the Subadviser. Each counterpart shall be deemed an original and
all such taken together shall constitute but one and the same instrument, and it
shall not be necessary in making proof of this Limited Power of Attorney to
produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the Corporation has caused this Limited Power of
Attorney to be executed by its duly authorized officer as of the date first
written above.
VISION GROUP OF FUNDS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
Title: Vice President
Accepted and agreed to September 1, 1998
FEDERATED INVESTMENT COUNSELING
By: /s/ Xxxxxxx X. Xxxx
Title: Xxxxxxx X. Xxxx
Schedule 1
to Limited Power of Attorney
dated as of September 1, 1998
by Vision Group of Funds, Inc.
(the Corporation "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Investment Counseling
the attorney-in-fact of the
Corporation
List of Series Portfolios
Vision New York Tax-Free Money Market Fund
