0000830744-01-000001 Sample Contracts

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LETTER AGREEMENT Federated Securities Corp. Federated Investors Tower Pittsburgh, PA 15222-3779
Letter Agreement • February 14th, 2001 • Vision Group of Funds

Under the Rule 12b-1 Plan between Federated Securities Corp. (the "Distributor") and Vision Group of Funds (the "Trust"), to be dated November 1, 2000, the Distributor agrees to contractually waive its Rule 12b-1 distribution fee of 0.25% (based on average daily net assets) to which it is otherwise entitled to receive on the designated Class or Fund listed below for a one year period starting from the commencement of each Fund's operations, which is anticipated to occur on or about December 18, 2000.

OF
Agreement and Declaration • February 14th, 2001 • Vision Group of Funds • Delaware
LETTER AGREEMENT
Vision Group of Funds • February 14th, 2001

UNDER THE INVESTMENT ADVISORY CONTRACT BETWEEN MANUFACTURERS AND TRADER TRUST COMPANY (THE "ADVISER") AND VISION GROUP OF FUNDS (THE "TRUST"), TO BE DATED NOVEMBER 1, 2000, THE ADVISER AGREES TO CONTRACTUALLY WAIVE ITS INVESTMENT ADVISORY FEE (BASED ON AVERAGE DAILY NET ASSETS) TO WHICH IT IS OTHERWISE ENTITLED FOR THE FUNDS LISTED BELOW, FOR A ONE YEAR PERIOD STARTING FROM THE COMMENCEMENT OF EACH FUND'S OPERATIONS, WHICH IS ANTICIPATED TO OCCUR ON OR ABOUT DECEMBER 18, 2000. SHOWN BELOW IS THE MAXIMUM ADVISORY FEE, BEFORE AND AFTER THE WAIVER, FOR THE REFERENCED PERIOD.

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