ITEM 77Qe3 COPIES OF ANY NEW OR AMENDED REGISTRANT INVESTMENT
ADVISORY CONTRACTS
Amendment to
Investment Advisory Contract
between
Vision Group of Funds
and
M&T Asset Management, a department of
Manufacturers and Traders Trust Company
This Amendment to the Investment Advisory Contract ("Agreement")
dated November 1, 2000, between Vision Group of Funds ("Fund") on
behalf of Vision New York Tax-Free Money Market Fund, Vision Large Cap
Core Fund, Vision Small Cap Stock Fund, Vision Intermediate Bond Fund,
Vision International Equity Fund, Vision Institutional Limited Duration
U.S. Government Fund, Vision Managed Allocation Fund Conservative
Growth, Vision Managed Allocation Fund Moderate Growth, Vision Managed
Allocation Fund Aggressive Growth, Vision Pennsylvania Municipal
Income Fund, and Vision Institutional Prime Money Market Xxxx and M&T
Asset Management, a department of Manufacturers and Traders Trust
Company ("Service Provider") is made and entered into as of the 21st
day of February, 2001.
WHEREAS, the Fund has entered into the Agreement with the
Service Provider;
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 S 248.14) ("Section 248.14 NPI"); for specified
law enforcement and miscellaneous purposes (17 CFR S 248.15) ("Section
248.15 NPI") ; and to service providers or in connection with joint
marketing arrangements (17 CFR S 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 S 248.7 and 17 CFR S 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 S 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree
as follows:
0 The Fund and the Service Provider hereby acknowledge that the
Fund may disclose shareholder NPI to the Service Provider as agent of
the Fund and solely in furtherance of fulfilling the Service
Provider's contractual obligations under the Agreement in the
ordinary course of business to support the Fund and its
shareholders.
1 The Service Provider hereby agrees 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 CFR SS 248.15, or in
connection with joint marketing arrangements that the Funds may
establish with the Service Provider in accordance with the limited
exception set forth in 17 CFR S 248.13.
2 The Service Provider further represents and warrants that, in
accordance with 17 CFR S 248.30, it has implemented, and will
continue to carry out for the term of the Agreement, policies and
procedures reasonably designed to:
? insure the security and confidentiality of records and NPI of
Fund customers,
? protect against any anticipated threats or hazards to the
security or integrity of Fund customer records and NPI, and
? 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 Provider 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 Provider
("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 Provider of the Funds ("Nonaffiliated Third Party")
under the service and processing (S248.14) or miscellaneous
(S248.15) exceptions, but only in the ordinary course of business
to carry out the activity covered by the exception under which the
Service Provider received the information in the first instance;
and (d) a Nonaffiliated Third Party under the service provider and
joint marketing exception (S248.13), provided the Service Provider
enters 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 Provider 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 Provider is obligated to maintain beyond the
termination date of the Agreement the confidentiality of any NPI
it 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
