Exhibit (d)(x) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUBADVISORY AGREEMENT
THIS SUBADVISORY AGREEMENT ("AGREEMENT") IS ENTERED INTO AS OF JANUARY 31, 2001
BY AND AMONG THE VISION GROUP OF FUNDS, A DELAWARE BUSINESS TRUST (THE "TRUST"),
MANUFACTURERS AND TRADERS TRUST COMPANY, A NEW YORK STATE CHARTERED BANK AND
TRUST COMPANY (THE "ADVISER" OR "M&T BANK"), AND MONTAG & XXXXXXXX, 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 Large Cap Growth Fund (the "Fund");
THE TRUST AND THE ADVISER HAVE ENTERED INTO AN ADVISORY AGREEMENT DATED AS OF
NOVEMBER 1, 2000 (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 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 the 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 investments of the Fund 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.
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 Fund's investments and determine from
time to time what securities will be purchased, retained, sold or loaned
by the Fund, and what portion of the Fund's assets will be invested or
held uninvested as cash.
(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 Fund's securities as
the Adviser may reasonably request.
(d) Maintain detailed books and records of all matters pertaining to the Fund
(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 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 Fund
transactions and reports on securities held in the Fund's portfolio, 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 investments of the Fund).
(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 Fund's investments 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.
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 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 0.50% on the first $50 million of the Fund's average daily net assets, 0.40%
on the next $50 million of the Fund's average daily net assets, 0.30% on the
next $100 million of the Fund's average daily net assets, and 0.20% of such
assets in excess thereof. Such fee shall accrue daily and be paid monthly. The
"average daily net assets" of the Fund 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 average net asset values as provided 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, Trustees 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 Trustees, 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, Trustees, 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, Trustees, 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 0000 Xxx) 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: Montag & Xxxxxxxx, Inc.
The Pinnacle
0000 Xxxxxxxxx Xxxx, X. X.
Xxxxx 0000
Xxxxxxx XX 00000-0000
Attention: Xxxxx X. Xxxxxx
Facsimile Number: 000-000-0000
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
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
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
