ITEM 77Qe1 COPIES OF ANY NEW OR AMENDED REGISTRANT
INVESTMENT ADVISORY CONTRACTS



	SUBADVISORY AGREEMENT

This Subadvisory Agreement ("Agreement") is entered into as of
July 2, 2001 by and among the Vision Group of Funds, a Delaware
business trust (the "Trust"), the M&T Asset Management Department
of Manufacturers and Traders Trust Company, a New York State
chartered bank and trust company (the "Adviser" or "M&T Bank"),
and LSV Asset Management (the "Subadviser").

	Recitals:

The Trust is an open-end investment management company registered
under the Investment Company Act of 1940, as amended (the
"1940 Act"), and has eighteen portfolios, including the Vision
Small Cap Stock Fund (the "Fund");

The Trust and the Adviser have entered into an advisory agreement
dated as of May 11, 2001 (the "Advisory Agreement") as amended,
pursuant to which the Adviser provides portfolio management
services to the Fund and the other portfolios of the Trust;

The Advisory Agreement contemplates that the Adviser may fulfill
its portfolio management responsibilities under the Advisory
Agreement by engaging one or more subadvisers; and

The Adviser and the Board of Trustees of the Trust ("Trustees")
desire to retain the Subadviser to act as a sub-investment
manager of the Fund and to provide certain other services, and
the Subadviser desires to perform such services under the terms
and conditions hereinafter set forth.

	Agreement:

NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Trust, the Adviser
and the Subadviser agree as follows:

1.	Delivery of Documents.  The Trust has furnished
the Subadviser with copies, properly certified or otherwise
authenticated, of each of the following:

(a)	The Trust's Declaration of Trust ("Declaration of Trust");

(b)	By-Laws of the Trust as in effect on the date hereof;

(c)	Resolutions of the Trustees selecting the Subadviser as an
investment subadviser to the Fund and approving the form of this
Agreement;

(d)	Resolutions of the Trustees selecting the Adviser as
investment adviser to the Fund and approving the form of the
Investment Advisory Agreement and resolutions adopted by the
initial shareholder of the Fund approving the form of the
Investment Advisory Agreement;

(e)	The Adviser's Investment Advisory Agreement; and

(f)	The Trust's registration statement, including the Fund's
prospectus and statement of additional information (collectively
called the "Prospectus").

The Adviser will furnish the Subadviser from time to time with
copies, properly certified or otherwise authenticated, of all
amendments of or supplements to the foregoing, if any.  The Adviser
will also furnish the Subadviser with copies of the documents listed
on Schedule 1 to this Agreement, and shall promptly notify the
Subadviser of any material change in any of the Fund's investment
objectives, policies, limitations, guidelines or procedures set
forth in any of the documents listed in Schedule 1.  Subadviser
shall comply with any such material change promptly after receipt
of any such notice.

The Subadviser has furnished the Adviser with a copy of the
Subadviser's methodology for security selection, its Form ADV most
recently filed with the Securities and Exchange Commission, the code
of ethics established by the Subadviser pursuant to Rule 17j-1 of
the 1940 Act ("Subadviser's Code of Ethics"), and the Subadviser's
policies regarding allocation of securities among clients with
common investment objectives, soft dollars and brokerage selection.
The Subadviser will promptly furnish the Adviser with copies of any
amendments to such documents.

The Subadviser will also provide Adviser with a list and specimen
signatures of the parties who are authorized to act on behalf of the
Subadviser and will promptly notify Adviser in writing of any changes
thereto.

2.	Investment Services.  Subject to the supervision and review of
the Adviser and the Trustees, the Subadviser will manage the portion
of the Fund's assets allocated to the Subadviser from time to time by
the Adviser in its sole discretion ("Assets") on a discretionary
basis, including the purchase, retention and disposition of
securities, in accordance with the investment policies, objectives
and restrictions of the Fund as set forth in the Fund's Prospectus,
and in conformity with the 1940 Act, the Internal Revenue Code of
1986, as amended (including the requirements for qualification as
a regulated investment company), all other applicable laws and
regulations, instructions and directions received in writing from
the Adviser or the Board of Trustees, and the provisions
contained in the documents delivered to the Subadviser pursuant
to Section 1 above, as each of the same may from time to time
be amended or supplemented, and copies delivered to the Subadviser.
It is understood and agreed that the Adviser may also retain one
or more subadvisers to manage portions of the Fund other than the
Assets, and that the amount of the Fund's total assets
managed by Subadviser may from time to time be modified
at the Adviser's sole discretion.

The Subadviser will discharge its duties under this Agreement with
the care, skill, prudence, and diligence under the circumstances
then prevailing that a prudent person acting in the capacity of an
investment adviser to a registered investment company and familiar
with such matters would use.  The Subadviser will, at its own
expense:

(a)	Manage on a discretionary basis the Assets and determine
from time to time what securities will be purchased, retained,
sold or loaned by the Fund in respect of the assets.

(b)	Place orders with or through such persons, brokers or dealers
to carry out the policy with respect to brokerage as set forth in the
Fund's Prospectus or as the Trustees may direct from time to time,
subject to the Subadviser's duty to obtain best execution.

In using its best efforts to obtain for the Fund best execution,
the Subadviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant, including by
way of illustration, price, the size of the transaction, the
nature of the market for the security, the amount of the
commission, the timing of the transaction, taking into account
market prices and trends, the reputation, experience and financial
stability of the broker or dealer involved and the quality of
service rendered by the broker or dealer in other transactions.
Subject to such policies as the Trustees of the Trust may
determine, the Subadviser shall not be deemed to have acted
unlawfully or to have breached a duty created by this Agreement or
otherwise, solely by reason of its having caused the Fund to pay a
broker or dealer that provides brokerage and research services to
the Subadviser or the Adviser an amount of commission for
effecting a Fund investment transaction that is greater than the
amount of commission that another broker or dealer would have
charged for effecting the transaction.

(c)	Submit such reports relating to the valuation of the
securities comprising the Assets as the Adviser may reasonably
request.

(d)	Maintain detailed books and records of all matters pertaining
to the Fund (the "Fund Assets' Books and Records"), including,
without limitation, a daily ledger of such assets and liabilities
relating thereto, and brokerage and other records of all
securities transactions.  The Fund Assets' Books and Records shall
be available to the Adviser at any time upon request and shall be
available for telecopying without delay to the Adviser during any
day that the Fund is open for business.

(e)	Comply with all requirements of Rule 17j-1 under the 1940
Act ("Rule 17j-1") including the requirement to submit its Code of
Ethics and any material changes thereto to the Trustees for
approval.  The Subadviser will submit any material change in its
Code of Ethics to the Trustees promptly, but in no event later
than sixty days, after the adoption of such change.  The
Subadviser will promptly report any significant violations of its
Code of Ethics or procedures and any related sanctions to the
Trustees and will provide a written report to the Trustees at
least annually in accordance with the requirements of Rule 17j-1.
The Subadviser will also require that its Access Persons (as such
term is defined in Rule 17j-1) provide the Subadviser with
quarterly personal investment transaction reports and initial and
annual holdings reports, and otherwise require such of those
persons as is appropriate to be subject to the Subadviser's Code
of Ethics.

(f)	From time to time, as the Adviser or the Trustees may
reasonably request, furnish the Adviser and to each of the
Trustees reports of transactions with respect to the Assets and
reports on securities comprising the Assets, all in such detail
as the Adviser or the Trustees may reasonably request.

(g)	Inform the Adviser and the Trustees of material changes
in investment strategy or tactics or in key personnel of the
Subadviser (including any changes in the personnel who manage
the investment of the Assets).

(h)	Make its officers and employees available to meet with
the Trustees and the Adviser at such times and with such frequency
as the Trustees or the Adviser reasonably requests, on due notice
to the Subadviser, but at least quarterly, to review the
investment of the Assets in light of current and prospective
market conditions.

(i)	Furnish to the Trustees such information as may be
reasonably necessary in order for the Trustees to evaluate this
Agreement or any proposed amendments thereto for the purpose of
casting a vote pursuant to Section 11 or 12 hereof.  Furnish to
the Adviser such information as may be reasonably necessary in
order for the Adviser to evaluate this Agreement and the
Subadviser's performance hereunder.

(j)	The Subadviser will advise the Adviser, and, if
instructed by the Adviser, the Fund's custodian, on a prompt
basis each day by electronic communication of each confirmed
purchase and sale of a Fund security specifying the name of the
issuer, the full description of the security including its class,
and amount or number of shares of the security purchased or sold,
the market price, commission, government charges and gross or net
price, trade date, settlement date, and identity of the effecting
broker or dealer and, if different, the identity of the clearing
broker.

(k)	Cooperate generally with the Fund and the Adviser to
provide information in the possession of the Subadviser, or
reasonably available to it, necessary for the preparation of
registration statements and periodic reports to be filed by the
Fund or the Adviser with the Securities and Exchange Commission,
including Form N-1A, semi-annual reports on Form N-SAR, periodic
statements, shareholder communications and proxy materials
furnished to holders of shares of the Fund, filings with state
"blue sky" authorities and with United States agencies responsible
for tax matters, and other reports and filings of like nature.

(l)	Allow Adviser, its representatives, internal or external
auditors and regulators to visit and audit Subadviser's operations
relating to Subadviser's services under this Agreement at such times
and frequencies as Adviser reasonably requests, at reasonable times
and upon reasonable notice, but at least annually.

(m)	Unless the Adviser gives written instructions to the
contrary, the Subadviser shall review all proxy solicitation
materials and be responsible for voting and handling all
proxies with respect to the Assets.  Without diminution of
its responsibilities hereunder, Subadviser will delegate
to a third party provider (currently "ISS") the review and
voting of proxies with respect to the Assets.

3.	Expenses Paid by the Sub-Advisor.  The Subadviser will pay
the cost of maintaining the staff and personnel necessary for it to
perform its obligations under this Agreement, the expenses of office
rent, telephone, telecommunications and other facilities it is
obligated to provide in order to perform the services specified in
Section 2, and any other costs and expenses incurred by it in
connection with the performance of its duties hereunder.

4.	Expenses of the Fund Not Paid by the Subadviser.  The
Subadviser will not be required to pay any expenses which this
Agreement does not expressly state shall be payable by the Subadviser.
In particular, and without limiting the generality of the foregoing,
the Subadviser will not be required to pay under this Agreement:

(a)	the compensation and expenses of Trustees and of independent
advisers, independent contractors, consultants, managers, other
subadvirs and other agents employed by the Trust or the Fund other
than through the Subadviser;

(b)	legal, accounting and auditing fees and expenses of the Trust
or the Fund;

(c)	the fees and disbursements of custodians and depositories of
the Trust or the Fund's assets, transfer agents, disbursing agents,
plan agents and registrars;

(d)	taxes and governmental fees assessed against the Trust or the
Fund's assets and payable by the Trust or the Fund;

(e)	the cost of preparing and mailing dividends, distributions,
reports, notices and proxy materials to shareholders of the Trust
or the Fund except that the Subadviser shall bear the costs of
providing the information referred to in Section 2(k) to the
Adviser;

(f)	brokers' commissions and underwriting fees; and

(g)	the expense of periodic calculations of the net asset value
of the shares of the Fund.

5.	Registration as an Adviser.  The Subadviser hereby represents
and warrants that it is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
covenants that it will remain so registered for the duration of this
Agreement.  Subadviser shall notify the Adviser immediately in the
event that Subadviser ceases to be registered as an investment adviser
under the Adviser's Act.

6.	Compensation of the Subadviser.  For all services to be
rendered, facilities furnished and expenses paid or assumed by the
Subadviser as herein provided for the Fund, the Adviser will pay the
Subadviser an annual fee equal to 0.65% on the first $50 million of
the average daily net asset value of the Assets, and 0.55% of such
assets in excess thereof.  Such fee shall accrue daily and be paid
monthly.  The "average daily net asset value" of the Assets shall be
determined on the basis set forth in the Fund's Prospectus or, if not
described therein, on such basis as is consistent with the 1940 Act
and the regulations promulgated thereunder.  The Subadviser will
receive a pro rata portion of such monthly fee for any periods in
which the Subadviser advises the Fund less than a full month.  The
Subadviser understands and agrees that neither the Trust nor the Fund
has any liability for the Subadviser's fee hereunder, so long as the
Fund has paid the Adviser.  Calculations of the Subadviser's fee will
be based on the average daily net asset value of the Assets as
determined by the Adviser or the Trust.  Unless otherwise directed by
the Adviser, the Subadviser will fully invest the Assets.

In addition to the foregoing, the Subadviser may from time to time
agree in writing not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion thereof
would otherwise accrue) and/or undertake to pay or reimburse the Fund
for all or a portion of its expenses not otherwise required to be
borne or reimbursed by the Subadviser.  Any such fee reduction or
undertaking may be discontinued or modified by the Subadviser at any
time.

7.	Other Activities of the Subadviser and Its Affiliates.
Nothing herein contained shall prevent the Subadviser or any of its
affiliates or associates from engaging in any other business or from
acting as investment adviser or investment manager for any other
person or entity, whether or not having investment policies or a
portfolio similar to the Fund.  It is specifically understood that
officers, directors and employees of the Subadviser and those of its
affiliates may engage in providing portfolio management services and
advice to other investment advisory clients of the Subadviser or of
its affiliates.

8.	Avoidance of Inconsistent Position.  In connection with
purchases or sales of portfolio securities for the account of the
Fund with respect to the Assets, neither the Subadviser nor any of its
directors, officers or employees will act as principal or agent or
receive any commission, except in compliance with applicable law
and the relevant procedures of the Fund.  The Subadviser shall not
knowingly recommend that the Fund, with respect to the Assets,
purchase, sell or retain securities of any issuer in which the
Subadviser has a financial interest without obtaining prior approval
of the Adviser prior to the execution of any such transaction.

Nothing herein contained shall limit or restrict the Subadviser or any
of its officers, affiliates or employees from buying, selling or
trading in any securities for its or their own account or accounts.
The Trust and Fund acknowledge that the Subadviser and its officers,
affiliates and employees, and its other clients may at any time have,
acquire, increase, decrease or dispose of positions in investments
which are at the same time being acquired or disposed of by the Fund,
with respect to the Assets.  The Subadviser shall have no obligation
to acquire with respect to the Fund Assets, a position in any
investment which the Subadviser, its officers, affiliates or employees
may acquire for its or their own accounts or for the account of another
client if, in the sole discretion of the Subadviser, it is not feasible
or desirable to acquire a position in such investment on behalf of the
Fund.  Nothing herein contained shall prevent the Subadviser from
purchasing or recommending the purchase of a particular security for
one or more funds or clients while other funds or clients may be
selling the same security.  The Subadviser expressly acknowledges and
agrees, however, that in any of the above described transactions, and
in all cases, the Subadviser is obligated to fulfill its fiduciary
duty as Subadviser to the Fund, with respect to the Assets, and it
shall require such of its Access Persons as is appropriate to comply
with the requirements of the Subadviser's Code of Ethics.

When a security proposed to be purchased or sold for the Fund Assets
is also to be purchased or sold for other accounts managed by the
Subadviser at the same time, at the sole discretion of the Subadviser
as to whether to aggregate such purchases or sales, the Subadviser
shall make such purchase or sale on a pro-rata, rotating or other
equitable basis, subject to cash considerations, so as to avoid any
one account being preferred over any other account.  The Subadviser
shall disclose to the Adviser and to the Trustees the method used to
allocate purchases and sales among the Subadviser's investment
advisory clients.

9.	No Partnership or Joint Venture.  The Trust, the Fund, the
Adviser and the Subadviser are not partners of or joint venturers with
each other and nothing herein shall be construed so as to make them
such partners or joint venturers or impose any liability as such
on any of them.

10.	Limitation of Liability and Indemnification.
(a)	In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Subadviser, or reckless disregard of its
obligations and duties hereunder, the Subadviser shall not be
subject to any liability to the Adviser, the Trust, the Fund
and/or Fund Assets, any shareholder of the Fund, or to any
person, firm or organization, for any act or omission in the
course of or connected with, rendering
services hereunder.  Nothing herein, however, shall derogate from the
Subadviser's obligations under federal and state securities laws.
Subadviser will maintain appropriate fidelity bond insurance
coverage in
a reasonable amount and shall provide evidence of such
coverage upon request of Adviser.

(b)	In the absence of willful misfeasance, bad faith or gross
negligence on the part of Adviser, or reckless disregard of its
obligations and duties hereunder, Adviser shall not be subject to any
liability to Subadviser for any act or omission in the course of or
connected with, the Adviser's carrying out its duties and obligations
under this Agreement.

(c)	Subadviser and Adviser shall each defend, indemnify and hold
harmless the other party and the other party's affiliates, officers,
directors, employees and agents, from and against any third party
claim, loss, liability, damages, deficiency, penalty, cost or expense
(including without limitation reasonable attorneys' fees and
disbursements for external counsel) resulting from the reckless
disregard of the indemnifying party's obligations and duties hereunder
or willful misfeasance, bad faith or gross negligence on the part of
the indemnifying party, its officers, directors, employees and
agents with respect to this Agreement or the Fund whether such
third party claim, loss, liability, damages, deficiency,
penalty, cost or expense was incurred or suffered
directly or indirectly.

11.	Assignment and Amendment.  This Agreement may not be
assigned by the Subadviser, and shall automatically
terminate, without the payment of any penalty, in the
event of: (a) its assignment, including any
change in control of the Adviser or the Subadviser which is
deemed to be an assignment under the 1940 Act, or (b) the
termination of the Investment Advisory Agreement.  Trades
that were placed prior to such termination will not be
canceled; however, no new trades will be placed
after notice of such termination is received by Subadviser.
Termination of this Agreement shall not relieve the
Adviser or the Subadviser of any liability incurred hereunder.

The terms of this Agreement shall not be changed unless such change
is agreed to in writing by the parties hereto and is approved by the
affirmative vote of a majority of the Trustees of the Trust voting in
person, including a majority of the Trustees who are not interested
persons of the Trust, the Adviser or the Subadviser, at a meeting
called for the purpose of voting on such change, and (to the extent
required by the 1940 Act, after giving effect to any exemption
therefrom) unless also approved at a meeting by the affirmative
vote of the majority of outstanding voting securities of the Fund.

12.	Duration and Termination.  This Agreement shall become
effective as of the date first above written and shall remain in
full force and effect for a period of two years from such date, and
thereafter for successive periods of one year (provided such
continuance is approved at least annually in conformity with the
requirements of the 1940 Act) unless the Agreement is terminated
automatically as set forth in Section 11 hereof or until
terminated as follows:

(a)	The Trust or the Adviser may at any time terminate this
Agreement, without payment of any penalty, by not more than 60 days'
prior written notice delivered or mailed by registered mail, postage
prepaid, or by nationally recognized overnight delivery service,
receipt requested, to the Subadviser.  Action of the Trust under
this subsection may be taken either by (i) vote of its Trustees,
or (ii) the affirmative vote of the outstanding voting securities
of the Fund; or

(b)	The Subadviser may at any time terminate this Agreement (i)
for any reason whatsoever, by not less than one hundred twenty (120)
days' prior written notice delivered or mailed by registered mail,
postage prepaid, or by nationally recognized overnight delivery
service, receipt requested, to the Adviser, or (ii) for cause, by
not less than thirty (30) days' prior written notice delivered or
mailed by registered mail, postage prepaid, or by nationally
recognized overnight delivery service, receipt requested, to the
Adviser.

Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.

Fees payable to Subadviser for services rendered under this Agreement
will be prorated to the date of termination of the Agreement.

In the event of termination of this Agreement for any reason, the
Subadviser shall, immediately upon receiving a notice of termination
or a receipt acknowledging delivery of a notice of termination to
Adviser, or such later date as may be specified in such notice,
cease all activity on behalf of the Fund and with respect to the
Assets, except as expressly directed by the Adviser, and except for
the settlement of securities transactions already entered into
for the account of the Fund with respect to the Assets.  In addition,
the Subadviser shall deliver copies of the Fund Assets' Books and
Records to the Adviser upon request by such means and in accordance
with such schedule as the Adviser shall reasonably direct and shall
otherwise cooperate, as reasonably directed by the Adviser, in the
transition of Fund investment management to any successor to
the Subadviser, including the Adviser.

13.	Shareholder Approval of Agreement.  The parties hereto
acknowledge and agree that the obligations of the Trust, the Adviser,
and the Subadviser under this Agreement shall be subject to the
following conditions precedent: (a) this Agreement shall have been
approved by the vote of a majority of the Trustees, who are not
interested persons of the Trust, the Adviser or the Subadviser, at a
meeting called for the purpose of voting on such approval, and (b)
this Agreement shall have been approved by the vote of a majority
of the outstanding voting securities of the Fund.

14.	Miscellaneous.

(a)	The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.  This
Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
The obligations of the Trust and the Fund are not personally
binding upon, nor shall resort be had to be private property of,
any of the Trustees, shareholders, officers, employees or agents
of the Trust or the Fund, but only the Fund's property shall be
bound.  The Trust or the Fund shall not be liable for the
obligations of any other series of the Trust.

(b)	Any information supplied by the Trust or the Adviser to the
Subadviser in connection with the performance of its duties
hereunder, or learned by the Subadviser as a result of its
position as Subadviser to the Fund, which is not otherwise in the
public domain, is to be regarded as confidential and for use only
by the Subadviser in connection with the performance of its duties
hereunder.  Any information supplied by the Subadviser, which is
not otherwise in the public domain, in connection with the
performance of its duties hereunder is to be regarded as
confidential and for use only by the Adviser, the Fund and/or its
agents, and only in connection with the Fund and its investments.
Any such information in the hands of either party may be disclosed
as necessary to comply with any law, rule, regulation or order of
a court or government authority.

(c)	The Subadviser agrees to submit any proposed sales literature
(including advertisements, whether in paper, electronic or
Internet medium) for the Trust, the Fund, the Subadviser or for
any of its affiliates which mentions the Trust, the Fund or the
Adviser (other than the use of the Fund's name on a list of the
clients of the Subadviser), to the Adviser and to the Fund's
distributor for review and filing with the appropriate regulatory
authority prior to public release of any such sales literature;
provided, however, that nothing herein shall be construed so as to
create any obligation or duty on the part of the Subadviser to
produce sales literature for the Trust or the Fund.   The Trust
and the Adviser agree to submit any proposed sales literature that
mentions the Subadviser to the Subadviser for review prior to use
and the Subadviser agrees to promptly review and, if appropriate,
provide approval, of such materials by a reasonable and
appropriate deadline.  The Trust agrees to cause the Adviser and
the Trust's distributor to promptly review all such sales
literature for compliance with relevant requirements, to promptly
advise the Subadviser of any deficiencies contained in such sales
literature, and to promptly file complying sales literature with
the relevant authorities.

(d)	All notices, consents, waivers and other communications under
this Agreement must be in writing and, other than notices governed by
Section 12 above, will be deemed to have been duly given when (i)
delivered by hand (with written confirmation of receipt), (ii)
sent by telecopier, provided that receipt is confirmed by return
telecopy and a copy is sent by overnight mail via a nationally
recognized overnight delivery service (receipt requested); (iii)
when received by the addressee, if sent via a nationally
recognized overnight delivery service (receipt requested) or U.S.
mail (postage prepaid), in each case to the appropriate address
and telecopier number set forth below (or to such other address
and telecopier number as a party may designate by notice to the
other parties):

Subadviser:
LSV Asset Management
200 West Madison Street
Suite 2780
Chicago, IL  60606
Attention :  Tremaine Atkinson
Facsimile Number :

Adviser: 	Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, New York 14203
Attention:  Maureen W. Sullivan
Facsimile Number: (716) 842-5376

Trust: 		Vision Group of Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
Attention: Secretary
Facsimile Number: (412) 288-8141

(e)	For purposes of this Agreement: (i) "affirmative vote of a
majority of the outstanding voting securities of the Fund" means
the affirmative vote, at an annual meeting or a special meeting of
the shareholders of the Fund, duly called and held, (A) of 67% or
more of the shares of the Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50%
of the outstanding shares of the Fund entitled to vote at such
meeting are present (in person or by proxy), or (B) of more than
50% of the outstanding shares of the Fund entitled to vote at such
meeting, whichever is less; and (ii) "interested person" and
"assignment" shall have the respective meanings as set forth in
the 1940 Act, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act.

(f)	This Agreement shall be construed in accordance with the laws
of the State of New York and the applicable provisions of the 1940
Act.

(g)	The provisions of this Agreement are independent of and
separable from each other and no provision shall be affected or
rendered invalid or unenforceable by virtue of the fact that for any
reason any other or others of them may be deemed invalid or
unenforceable in whole or in part.

15.	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 signed on their behalf by their duly authorized officers as of the
date first above written.

VISION GROUP OF FUNDS


By:  /s/ Beth S. Broderick
Name:  Beth S. Broderick
Title:  Vice President


M&T ASSET MANAGEMENT,
A Department of
MANUFACTURERS AND TRADERS
TRUST COMPANY


By:  /s/ Kenneth G. Thompson
Name:  Kenneth G. Thompson
Title:  Vice President


LSV ASSET MANAGEMENT


By:  /s/ Tremaine Atkinson
Name:  Tremaine Atkinson
Title:   Partner



	SCHEDULE 1

Custody Agreement between the Trust and the Fund's custodian
("Custodian"), including information as to:
The Fund's nominee
The federal tax identification numbers of the Fund and its nominee
All routing, bank participant and account numbers and other
information necessary to provide proper instructions for
transfer and delivery of securities to the Fund's account at
the Custodian
The name address and telephone and Fax number of the Custodian's
employees 		responsible for the Fund's accounts
The Fund's pricing service and contact persons

All procedures and guidelines adopted by the Board of Trustees or
the Adviser regarding:
Transactions with affiliated persons
Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm commitments
and standby commitments
Derivative contracts and securities
Rule 10f-3 (relating to affiliated underwriting syndicates)
Rule 17a-7 (relating to interfund transactions)
Rule 17e-1 (relating to transactions with affiliated brokers) and
Release No. IC-22362 (granting exemptions for investments in money
market funds)

Any master agreements that the Trust has entered into on behalf of
the Fund, including:
Master Repurchase Agreement
Master Futures and Options Agreements
Master Foreign Exchange Netting Agreements
Master Swap Agreements

CFTC Rule 4.5 letter





Amendment to
Subadvisory Contract
between
Vision Group of Funds
and
M&T Asset Management, a department of
Manufacturers and Traders Trust Company
and
LSV Asset Management

	This Amendment to the Subadvisory Contract ("Agreement")
dated July 1, 2001, between Vision Group of Funds ("Fund") on behalf
of Vision Small Cap Stock Fund and M&T Asset Management, a department
of Manufacturers and Traders Trust Company and LSV Asset Management
("Service Providers") is made and entered into as of the 21st day of
February, 2001.

	WHEREAS, the Fund has 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 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 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:

0	The Fund and the Service Providers hereby acknowledge that
the Fund may disclose shareholder NPI to the Service Providers as
agents 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.



1	The Service Providers hereby agree 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.

2	The Service Providers further represent and warrant 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 enter 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 are obligated to maintain beyond the
termination date of the Agreement the confidentiality of any NPI
they 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/ Beth S. Broderick
Name:  Beth S. Broderick
Title:  Vice President


M&T Asset Management, a department of
Manufacturers and Traders Trust Company


By:	/s/ Kenneth G. Thompson
Name:  Kenneth G. Thompson
Title:  Vice President


LSV Asset Management


By:	/s/ Tremaine Atkinson
Name:  Tremaine Atkinson
Title:  Chief Operating Officer



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