ITEM 77Qe7 COPIES OF ANY NEW OR AMENDED REGISTRANT
INVESTMENT ADVISORY CONTRACTS
Amendment to Subadvisory Contract between Vision Group of Funds
and Federated Investment Management Company and M&T Asset
Management, a department of Manufacturers and Traders Trust
Company
This Amendment to the Subadvisory Contract "Agreement" dated
November 1, 2000, between Vision Group of Funds "Funds" on
behalf of Vision New York Tax-Free Fund and Federated Investment
Management Company and M&T Asset Management, a department of
Manufacturers and Traders Trust Company "Service Providers"
is made and entered into as of the 21st day of February, 2001.
WHEREAS, the Funds have 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 Funds, 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 Funds, 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:
1. The Fund and the Service Providers hereby acknowledge that
the Fund may disclose shareholder NPI to the Service Providers
as agent 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.
2. The Service Providers 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 Providers in
accordance with the limited exception set forth in 17 CFR S
248.13.
3. The Service Providers 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 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 (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 Providers 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 Providers 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 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 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Federated Investment Management Company
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
M&T Asset Management, a department of
Manufacturers and Traders Trust Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
