Vision Group of Funds Page 12
Exhibit (e)(xxii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
For
ADMINISTRATIVE SERVICES
AGREEMENT made as of November 1, 2000, by and between Vision Group of
Funds, a Delaware business trust having its principal office and place of
business in Pittsburgh, Pennsylvania ("Investment Company"), on behalf of
its portfolios now existing or hereafter created, as identified on Exhibit
1 hereto as the same may be amended from time to time (each a "Fund" and
collectively the "Funds"), and Manufacturers and Traders Trust Company, a
New York State chartered bank and trust company having its principal place
of business in Buffalo, New York ("M&T").
WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
(the "1940 Act"), with authorized and issued shares of capital stock
("Shares"); and
WHEREAS, the Investment Company desires to appoint M&T as its
administrator to provide it with certain Administrative Services
(hereinafter defined) exclusively or in conjunction with one or more
co-administrators, and M&T desires to accept such appointment.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
Article 1. Appointment.
The Investment Company hereby appoints M&T as administrator for the
period on the terms and conditions set forth in this Agreement. M&T hereby
accepts such appointment and agrees to furnish the services set forth in
Article 2 of this Agreement in return for the compensation set forth in
Article 6 of this Agreement.
Article 2. M&T's Duties.
As administrator, in conjunction with any other administrators, and
subject to the supervision and control of the Board and in accordance with
Proper Instructions (hereinafter defined) from the Investment Company, M&T
will provide facilities, equipment, and personnel to carry out the
following administrative services for the operation of the business and
affairs of the Investment Company and each of its Funds:
A. assist in drafting and reviewing the Investment Company's minutes of
meetings of the Board and Shareholders;
B. assist in negotiating contracts on behalf of the Investment Company
with, among others, the Investment Company's distributor, transfer
agent, custodian and fund accountant, subject to any applicable
restrictions of the Board or the 1940 Act;
C. assist in coordinating the layout and printing of publicly
disseminated prospectuses and reports;
D. coordinate and assist with the design, development, and operation of
the Investment Company and the Funds and new product initiatives;
E. provide individuals reasonably acceptable to the Board for
nomination, appointment, or election as officers of the Investment
Company, who will be responsible for the management of certain of
the Investment Company's affairs as determined by the Investment
Company's Board;
F. consult with the Investment Company, its Board, and any other
administrators on matters concerning the Investment Company, its
affairs, and operations;
G. assist in the development and preparation of due diligence materials
to assist the Board's consideration and approval of the Investment
Company's fund accountant, custodian, and shareholder servicing
agent;
H. assist in coordinating with fund counsel, independent auditors
(including providing records), custodians and sub-custodians, rating
and publication agencies, outside vendors (including printing and
mailing income breakdown data to client services and transfer
agent), and the SEC regarding inspections (including providing
records) and comments on registration statements;
I. assist in coordinating board meeting dates, agendas,
responsibilities, and deadlines;
J. assist in producing operating and compliance reports and in
collecting and assembling reports required by board-adopted
procedures;
K. assist in coordinating custodian presentations (including 17f-5
materials);
L. assist in drafting and reviewing shareholder meeting scripts;
M. assist in the drafting and production of account applications and
operational matters relating to establishing new accounts;
N. assist in creating and coordinating strategic and tactical marketing
support to the Funds; and
O. providing additional assistance to the Investment Company's
co-administrator, as M&T may mutually agree from time to time, and
provide general service relating to the Funds' operations.
The foregoing, along with any additional services that M&T shall agree
in writing to perform for the Investment Company hereunder, shall hereafter
be referred to as "Administrative Services."
Article 3. Records.
M&T shall create and maintain all necessary books and records required
by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder, as the same may be amended from time to time, pertaining to the
Administrative Services performed by it. Where applicable, such records
shall be maintained by the Administrator for the periods and in the places
required by Rule 31a-2 under the 1940 Act. The books and records
pertaining to the Investment Company which are in the possession of M&T
shall be the property of the Investment Company. The Investment Company,
or the Investment Company's authorized representatives, shall have access
to such books and records at all times during M&T's normal business hours.
Upon the reasonable request of the Investment Company, copies of any such
books and records shall be provided promptly by M&T to the Investment
Company or the Investment Company's authorized representatives.
Article 4. Duties of the Fund.
The Fund assumes full responsibility for the preparation, contents
and distribution of its own offering document and for complying with all
applicable requirements the 1940 Act, the Internal Revenue Code, and any
other laws, rules and regulations of government authorities having
jurisdiction.
Article 5. Expenses.
M&T shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to
provide the Administrative Services to the Investment Company, including
the compensation of M&T employees who may serve as trustees or officers of
the Investment Company. The Investment Company shall be responsible for
all other expenses incurred by M&T on behalf of the Investment Company,
including without limitation postage and courier expenses, printing
expenses, travel expenses, registration fees, filing fees, fees of outside
counsel and independent auditors, or other professional services,
organizational expenses, insurance premiums, fees payable to persons who
are not M&T's employees, trade association dues, and other expenses
properly payable by the Funds and/or the classes.
Article 6. Compensation.
For the Administrative Services provided, the Investment Company
hereby agrees to pay and M&T hereby agrees to accept as full compensation
for its services rendered hereunder an administrative fee at an annual rate
of the average daily net asset value of the Funds as provided below.
Average Daily Net Assets
Max. Admin. Fee of the Funds
----------- ---- ------------
.04% on the first $5 billion
.015% on assets in excess of $5 billion
(Average Daily Net Asset break points are on a complex-wide basis)
The compensation and out of pocket expenses attributable to the Funds
shall be accrued daily by the Funds and paid to M&T no less frequently than
monthly, and shall be paid daily upon request of M&T. M&T will maintain
detailed information about the compensation and out of pocket expenses by
the Funds.
M&T may in its sole discretion waive receipt of all or a part of the
foregoing administrative fee from time to time.
Article 7. Proper Instructions.
As used throughout this Agreement, a "Proper Instruction" means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved. Oral instructions will be deemed
to be Proper Instructions if (a) M&T reasonably believes them to have been
given by a person previously authorized in Proper Instructions to give such
instructions with respect to the transaction involved, and (b) the Investment
Company, or the Fund, and M&T promptly cause such oral instructions to be
confirmed in writing. Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices provided
that the Investment Company, or the Fund, and M&T are satisfied that such
procedures afford adequate safeguards for the Fund's assets. Proper
Instructions may only be amended in writing.
Article 8. Assignment.
Except as provided herein, neither this Agreement nor any of the rights
or obligations under this Agreement may be assigned by either party without
the written consent of the other party, except that M&T may, upon prior
written notice but without further consent on the part of the Investment
Company, subcontract for the performance of such services with any
subsidiary commonly owned or controlled by M&T Bank Corporation, but M&T
will remain fully responsible to the Investment Company for the acts and
omissions of such affiliated subsidiary. This Agreement shall inure to the
benefit of and be binding upon the parties and their respective permitted
successors and assigns.
Article 9. Documents.
A. In connection with the appointment of M&T under this Agreement, the
Investment Company shall file with M&T the following documents:
(1) A copy of the Declaration of Trust and By-Laws of the
Investment Company and all amendments thereto ("Charter
Documents");
(2) A copy of the resolution of the Board of the Investment
Company authorizing this Agreement; and
(3) A copy of the current Prospectus for each Fund.
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B. The Fund will also furnish from time to time the following
documents:
(1) Each resolution of the Board of the Investment Company
authorizing the original issuance of each Fund's, and/or
Class's Shares;
(2) Each Registration Statement filed with the SEC and amendments
thereof, including current prospectuses and statements of
additional information as amended from time to time, and
orders relating thereto in effect with respect to the sale of
Shares of any Fund, and/or Class;
(3) A certified copy of each amendment to the governing document
and the By-Laws of the Investment Company;
(4) Certified copies of each vote of the Board authorizing officers to give
Proper Instructions to the administrators, Custodian and
agents for fund accountant and shareholder recordkeeping or
transfer agency services; and
(5) Such other certifications, documents or opinions which M&T
may, in its discretion, deem necessary or appropriate in the
proper performance of its duties.
Article 10. Representations and Warranties.
A. Representations and Warranties of M&T
M&T represents and warrants to the Fund that:
(1) it is a bank and trust company duly organized and existing and
in good standing under the laws of the State of New York;
(2) it is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires such
qualification;
(3) it is empowered under applicable laws and by its
organizational documents and By-Laws to enter into and perform
this Agreement;
(4) all requisite proceedings have been taken to authorize it to
enter into and perform its obligations under this Agreement;
(5) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement; and
(6) it is in compliance with federal securities law and applicable
federal and state banking requirements and in good standing as
an administrator; and
B. Representations and Warranties of the Investment Company
The Investment Company represents and warrants to M&T that:
(1) It is an investment company duly organized and existing and
in good standing under the laws of its state of organization;
(2) It is empowered under applicable laws and by its Charter
Documents to enter into and perform its obligations under
this Agreement;
(3) All corporate proceedings required by said Charter Documents
have been taken to authorize it to enter into and perform its
obligations under this Agreement;
(4) The Investment Company is an open-end investment company
registered under the 1940 Act; and
(5) A registration statement under the 1933 Act will be
effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all
Shares of each Fund being offered for sale.
Article 11. Indemnification.
A. M&T shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Investment Company in connection with
the matters to which this Agreement relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on M&T's
part in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement.
B. At any time M&T may apply to any officer of the Investment Company or
Fund for instructions, and may consult with legal counsel
experienced in the 1940 Act (who may be counsel for the Investment
Company) with respect to any matter arising in connection with the
services to be performed by M&T under this Agreement, and M&T and
its agents or subcontractors shall not be liable and shall be
indemnified by the Investment Company or the appropriate Fund for
any action reasonably taken or omitted by it in good faith reliance
upon such instructions or upon the opinion of such counsel, provided
such action is not in violation of applicable federal or state laws
or regulations.
C. Any person, even though also an officer, director, trustee, partner,
employee or agent of M&T, who may be or become an officer, trustee,
partner, employee or agent of the Investment Company, shall be
deemed, when rendering services to the Investment Company or acting
on any business of the Investment Company (other than services or
business in connection with the duties of M&T hereunder) to be
rendering such services to or acting solely for the Investment
Company and not as an officer, director, trustee, partner, employee
or agent or one under the control or direction of M&T even though
paid by M&T.
D. If at any time another entity performs administrative services to any
Fund, including without limitation those services listed herein or
services similar to those listed herein, M&T and such other entity
shall in no event be liable for the acts or omissions of the other.
E. M&T shall be kept indemnified by the Investment Company and be
without liability for any action taken or thing done by it in
performing the Administrative Services in accordance with the
above.
F. M&T shall not be responsible for and the Investment Company or Fund
shall indemnify and hold M&T, including its officers, directors,
shareholders and their agents, employees and affiliates, harmless
against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of or attributable
to:
(1) The acts or omissions of any Custodian, Adviser, Sub-adviser,
Fund Accountant, Transfer Agent, or other party contracted by
or approved by the Investment Company or Fund,
(2) The reliance on or use by M&T or its agents or subcontractors
of information, records and documents in proper form which
(a) are received by M&T or its agents or subcontractors
from Advisers, Sub-advisers, or other third parties
contracted by or approved by the Investment Company or
Fund for use in the performance of services under this
Agreement; or
(b) have been prepared and/or maintained by the Fund or its
affiliates or any other person or firm on behalf of the
Investment Company.
(3) The reliance on, or the carrying out by M&T or its agents or
subcontractors of Proper Instructions of the Investment
Company or the Fund.
(4) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws
or regulations of any state that such Shares be registered in
such state or in violation of any stop order or other
determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such
state.
G. In all cases, M&T shall not be protected by this Article 11 from
liability for any act or omission resulting from M&T's willful
misfeasance, bad faith, gross negligence or reckless disregard of its
duties. In addition, M&T shall not be protected from liability for
any act or omission resulting from the willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties of M&T's
affiliates, agents or employees, of any subcontractor selected by
M&T, or a subsidiary commonly owned or controlled by M&T Bank
Corporation.
H. In order that the indemnification provisions contained in this Article
11 shall apply, however, it is understood that the party seeking
indemnification ("Claimant") will use all reasonable care to promptly
identify and notify the party against whom indemnification is sought
("Indemnifier") concerning any situation which presents or appears
likely to present the probability of a claim for indemnification, and
shall advise the Indemnifier of all pertinent facts and developments
concerning the situation in question. The Indemnifier shall have the
option to defend the Claimant against any claim which may be the
subject of this indemnification. In the event that the Indemnifier
so elects, it will so notify the Claimant and thereupon the
Indemnifier shall take over complete defense of the claim, and the
Claimant shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this Article
11. The Claimant shall in no case confess any claim or make any
compromise in any case in which the Indemnifier will be asked to
indemnify the Claimant except with the Indemnifier's prior written
consent.
Article 12. Term and Termination of Agreement.
This Agreement shall begin as of the date of execution above, and shall
continue in effect with respect to each Fund presently set forth on Exhibit
1 (as it may be amended from time to time) through November 30, 2002, and
thereafter for successive periods of one year, subject to the provisions
for termination and all of the other terms and conditions hereof, if: (a)
such continuation shall be specifically approved at least annually by the
vote of a majority of the Trustees of the Investment Company, including a
majority of the Trustees who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for
that purpose; and (b) M&T shall not have notified the Investment Company in
writing at least sixty (60) days prior to the anniversary date of this
Agreement in any year thereafter that it does not desire such
continuation. The termination date for all original or after-added Funds
which are, or become, a party to this Agreement shall be coterminous.
In the event, however, of willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties by M&T, the Investment
Company has the right to terminate the Agreement upon 60 days written
notice, if M&T has not cured such willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties within 60 days.
Should the Investment Company exercise its rights to terminate, all
reasonable out-of-pocket expenses associated with the movement of records
and materials will be borne by the Investment Company or the appropriate
Fund. The provisions of Article 11 shall survive the termination of this
Agreement.
In addition, each party reserves the right to immediately terminate this
Agreement upon the giving of written notice in the event of: the
dissolution or liquidation of either party or other cessation of business
other than a reorganization or recapitalization of such party as an ongoing
business; financial difficulties on the part of either party which is
evidenced by the authorization or commencement of, or involvement by way of
pleading, answer, consent, or acquiescence in, a voluntary or involuntary
case under Title 11 of the United States Code, as from time to time is in
effect, or any applicable law, other than said Title 11, of any
jurisdiction relating to the liquidation or reorganization of debtors or to
the modification or alteration of the rights of creditors; or a final,
unappealable judicial, regulatory or administrative ruling or order in
which either party has been found guilty of criminal behavior in the
conduct of its business.
Article 13. Amendment.
This Agreement may be amended or modified only by a written agreement
executed by both parties.
Article 14. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, M&T and the
Investment Company may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Agreement as may
in their joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto, provided that
no such interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the Charter
Documents. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
Article 15. Governing Law.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Pennsylvania.
Article 16. Notices.
Except as otherwise specifically provided herein, notices and other
writings delivered or mailed postage prepaid to the Investment Company at
0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention: Secretary, or
to M&T at Xxx X&X Xxxxx, Xxxxxxx, XX 00000, Attention: Xxxxxxx X.
Xxxxxxxx, Vice President or to such other address as the Investment Company
or M&T may hereafter specify, shall be deemed to have been properly
delivered or given hereunder to the respective address.
Article 17. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 18. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
Article 19. Successor Agent.
If the Investment Company shall appoint a successor agent for the
Investment Company, M&T shall upon termination of this Agreement deliver to
such successor agent at the office of M&T all properties of the Investment
Company held by M&T hereunder. If no such successor agent shall be
appointed, M&T shall deliver such properties to the Investment Company.
Article 20. Force Majeure.
M&T shall have no liability for cessation of services hereunder or any
damages resulting there from to the Fund as a result of work stoppage,
power or other mechanical failure, natural disaster, governmental action,
communication disruption or other impossibility of performance.
Article 21. Severability.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year 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
EXHIBIT 1
CONTRACT
DATE Vision Group of Funds
Funds
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November 1, 2000 Vision Money Market Fund
November 1, 2000 Vision Treasury Money Market Fund
November 1,2000 Vision New York Tax-Free Money Market Fund
November 1, 2000 Vision Large Cap Core Fund
November 1, 2000 Vision Small Cap Stock Fund
November 1, 2000 Vision Intermediate Term Bond Fund
November 1, 2000 Vision International Equity Fund
November 1, 2000 Vision Limited Duration U.S. Government Fund
November 1, 2000 Vision Managed Allocation Fund - Conservative Growth
November 1, 2000 Vision Managed Allocation Fund - Aggressive Growth
November 1, 2000 Vision Managed Allocation Fund - Moderate Growth
November 1, 2000 Vision Pennsylvania Municipal Income Fund
November 1, 2000 Vision Institutional Prime Money Market Fund
November 1, 2000 Vision U.S. Government Securities Fund
November 1, 2000 Vision New York Municipal Income Fund
November 1, 2000 Vision Large Cap Value Fund
November 1, 2000 Vision Large Cap Growth Fund
November 1, 2000 Vision Mid Cap Stock Fund
