Exhibit (d)(xxv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Amendment to
Subadvisory Contract
between
Vision Group of Funds
and
M&T Asset Management, a department of
Manufacturers and Traders Trust Company
and
Montag & Xxxxxxxx, Inc.
This Amendment to the Subadvisory Contract ("Agreement") dated November
1, 2000, between Vision Group of Funds ("Fund") on behalf of Vision Large Cap
Growth Fund and M&T Asset Management, a department of Manufacturers and
Traders Trust Company and Montag & Xxxxxxxx, Inc. ("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 CFRss.ss.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
Montag & Xxxxxxxx, Inc.
By:/s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
