Exhibit (e)(xxxii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
EXHIBIT 1 to the
Agreement for Administrative Services
CONTRACT
DATE Vision Group of 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
March 1, 2002 Vision Large Cap Growth Fund II
March 1, 2002 Vision Large Cap Value Fund II
March 1, 2002 Vision Managed Allocation Fund - Moderate Growth II
Revised as of March 1, 2002
Exhibit (e)(xxxiii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
A S S I G N M E N T
THIS ASSIGNMENT is entered into as of May 23, 2001 by and between
Manufacturers and Traders Trust Company, a New York state chartered bank and
trust company ("M&T Bank") and M&T Securities, Inc., a New York
corporation ("M&T Securities").
WHEREAS, M&T Bank has entered into an Agreement for Administrative
Services with Vision Group of Funds, dated November 1, 2000;
WHEREAS, M&T Bank desires to assign its right, duties, and
responsibilities under those Agreements to M&T Securities; and
WHEREAS, M&T Securities desires to accept the assignment of this
Agreement from M&T Bank;
KNOW ALL MEN BY THESE PRESENTS:
In consideration of the sum of One Dollar ($1.00) and other good and
valuable consideration, M&T Bank does hereby assign all its rights,
interests, and responsibilities under the Agreement for Administrative
Services described above to M&T Securities, and M&T Securities does hereby
accept such assignment, subject to the following terms and conditions:
1. This Assignment shall be subject to the consent of the Board of
Trustees of Vision Group of Funds
IN WITNESS WHEREOF, the parties hereto have cause this Assignment to be
executed by their authorized representatives as of the date first hereinabove
set forth.
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
M&T SECURITIES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President
VISION GROUP OF FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Exhibit (e)(xxxiv) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Amendment to
Agreement for Administrative Services
between
Vision Group of Funds
and
M&T Securities, Inc.
This Amendment to the Agreement for Administrative Services
("Agreement") dated November 1, 2000, between Vision Group of Funds ("Fund")
and M&T Securities, Inc. ("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 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:
G. 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.
H. 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 ▇▇.▇▇. 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 ss.
248.13.
I. The Service Provider further represents and warrants 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 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 (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
Provider 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 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
M&T Securities, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
