Exhibit (d)(xiii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
VISION GROUP OF FUNDS
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 1st day of November, 2000 between VISION GROUP
OF FUNDS, a Delaware business trust (the "Trust"), and Manufacturers and
Traders Trust Company ("M&T Bank"), having its principal offices in Buffalo,
New York (the "Investment Adviser").
WHEREAS, the Trust is registered as an open-end, diversified,
management company under the Investment Company Act of 1940, as amended
("1940 Act"); and
WHEREAS, the Trust desires to retain the Investment Adviser to furnish
investment advisory and administrative services with respect to each of the
portfolios offered by the Trust, listed on an exhibit hereto, and the
Investment Adviser is willing to so furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Investment Adviser to
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act as investment adviser to the Trust for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
2. Delivery of Documents. The Trust has furnished the Investment
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Adviser with copies properly certified or authenticated of each of the
following:
(a) The Trust's Certificate of Trust, as filed with the
Secretary of State of Delaware on August 11, 2000, and all amendments
thereto;
(b) The Trust's By-Laws and amendments thereto, as
presently in effect and as they shall from time to time be amended (the
"By-Laws");
(c) Resolutions of the Trust's Board of Trustees
authorizing the appointment of the Investment Adviser and approving
this Agreement;
(d) The Trust's Registration Statement on Form N-1A under
the Securities Act of 1933 as amended ("1933 Act") (File No. 33-20673)
and under the 1940 Act as filed with the Securities and Exchange
Commission and all amendments thereto; and
(e) The Trust's most recent prospectus (such prospectus,
as presently in effect and all amendments and supplements thereto, are
herein called the "Prospectus").
The Trust will furnish the Investment Adviser from time to time with
copies of all amendments of or supplements to the foregoing.
3. Management. Subject to the supervision of the Trust's Board of
Trustees, the Investment Adviser will provide a continuous investment program
for the Trust, including investment research and management with respect to
all securities and investments and cash equivalents in the portfolio. The
Investment Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Trust. The Investment
Adviser will provide the services under this Agreement in accordance with the
Trust's investment objective, policies and restrictions as stated in the
Prospectus and resolutions of the Trust's Board of Trustees. The Investment
Adviser further agrees that it:
(a) will conform with all applicable Rules and Regulations of
the Securities and Exchange Commission and will in addition conduct its
activities under this Agreement in accordance with any regulations of
the Comptroller of the Currency pertaining to the investment advisory
activities of national banks;
(b) will not make loans to any persons for the purpose of
purchasing Trust shares or make loans to the Trust;
(c) will place orders pursuant to the investment determinations
for the Trust either directly with the issuer or with a broker or
dealer. In placing orders with brokers and dealers the Investment
Adviser will attempt, under the circumstances, to obtain the execution
of orders in an effective manner at the most favorable price.
Consistent with this obligation, when the execution and price offered
by two or more brokers or dealers are comparable, the Investment
Adviser may, in its discretion, purchase and sell portfolio securities
to and from brokers and dealers who provide the Investment Adviser with
research advice and other services. In no instance will portfolio
securities be purchased from or sold to M&T Bank, or any affiliated
person of either the Trust, or M&T Bank.
(d) will, together with any sub-advisers, maintain all books and
records with respect to the Trust's securities transactions and will
furnish the Trust's Board of Trustees such periodic and special reports
as the Board may request;
(e) will treat confidentially and as proprietary information of
the Trust all records and other information relative to the Trust and
prior, present or potential shareholders, and will not use such records
and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification
to, and approval in writing by, the Trust, which approval shall not be
unreasonably withheld and may not be withheld where the Investment
Adviser may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust; and
(f) will not purchase shares of the Trust for itself.
4. Services Not Exclusive. The investment management services
furnished by the Investment Adviser hereunder are not to be deemed exclusive,
and the Investment Adviser shall be free to furnish similar services to
others whether or not for compensation so long as its services under this
Agreement are not impaired thereby.
5. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Investment Adviser hereby agrees that all
records which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon
the Trust's request. The Investment Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required
by Rule 31a-1 to be maintained under the 1940 Act.
6. Expenses. During the term of this Agreement, the Investment
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Adviser will pay all expenses incurred by it in connection with its
activities under this Agreement other than the cost of securities (including
brokerage commissions, if any) purchased for the Trust.
7. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, effective as of the date of the initial public
sale of shares of the Trust, the Trust will pay the Investment Adviser and
the Investment Adviser will accept as full compensation therefore a fee,
computed daily and paid monthly, at an annual rate of .50% of the average net
assets held by the Trust.
If in any fiscal year the aggregate expenses of the Trust (as
defined under the securities regulations of any state having jurisdiction
over the Trust) exceed the expense limitations of any such state, the
Investment Adviser will reimburse the Trust for a portion of such excess
expenses equal to such excess times the ratio of the fees otherwise payable
to the Investment Adviser hereunder to the aggregate fees otherwise payable
to the Investment Adviser hereunder under an Administration Agreement between
it and the Trust. The obligation of the Investment Adviser to reimburse the
Trust hereunder is limited in any fiscal year to the amount of its fee
hereunder for such fiscal year, provided, however, that notwithstanding the
foregoing, the Investment Adviser shall reimburse the Trust for such
proportion of such excess expenses regardless of the amount of fees paid to
it during such fiscal year to the extent that the securities regulations of
any state having jurisdiction over the Trust so require. Such expense
reimbursement, if any, will be estimated daily and reconciled and paid on a
monthly basis.
8. Limitation of Liability. The Investment Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Trust in connection with he performance of this Agreement, except a
loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Investment Adviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. Notwithstanding the foregoing, the
Investment Adviser shall be liable to the Trust for the acts and omissions of
any sub-investment adviser to the extent that such sub-investment adviser is
liable to the Investment Adviser for such acts or omission under any
sub-advisory agreement.
9. Duration and Termination. This Agreement becomes effective
November 1, 2000, provided that it shall have been approved by the
shareholders of the Trust, in accordance with the requirements under the 1940
Act, and, unless sooner terminated as provided herein, shall continue in
effect for a period of two years. Thereafter, if not terminated, this
Agreement shall continue in effect for successive periods of twelve months,
provided such continuance is specifically approved at least annually (a) by
the vote of a majority of those members of the Trust's Board of Trustees who
are not parties to this Agreement or interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Trust. Notwithstanding
the foregoing, this Agreement may be terminated any time, without the payment
of any penalty, by the Trust (by vote of the Trust's Board of Trustees or by
vote of a majority of the outstanding voting securities of the Trust) or by
the Investment Adviser on sixty days' written notice. This Agreement will
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meaning of such
terms in the 1940 Act.)
10. Amendment of this Agreement. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. No amendment of this
Agreement shall be effective until approved by vote of a majority of the
outstanding voting securities of the Trust.
11. Severability. In the event that his Agreement is not approved by
the majority of the outstanding voting securities of a portfolio of the
Trust, such disapproval shall not render this Agreement invalid or
unenforceable with respect to other portfolios of the Trust for which
shareholder approval of this Agreement has been obtained.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors
and shall be governed by Pennsylvania law.
13. 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 executed by their officers designated below as of the date and year first
above written.
VISION GROUP OF FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
MANUFACTURERS &TRADERS
TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Exhibit A to Investment Advisory Contract
Fund Name:
Vision Money Market Fund
Vision Treasury Money Market Fund
