VISION GROUP OF FUNDS INC
497, 1997-10-03
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Vision U.S. Government Securities Fund
Vision New York Tax-Free Fund
Vision Growth and Income Fund
Vision Capital Appreciation Fund
Supplement to Combined Prospectus dated June 30, 1997



The following information is a supplement to your combined prospectus dated June
30, 1997. We're providing it to advise you of a change in the name of Vision New
York Tax-Free Fund ("Fund"), and a change to a fundamental investment policy of
the Fund that were recently approved by the Fund's Board of Directors and
shareholders. Both of these changes are effective as of October 6, 1997. There
is no change in the investment objective of the Fund which continues to be to
provide current income which is exempt from federal income tax and the personal
income taxes imposed by the State of New York and New York municipalities and is
consistent with the preservation of capital. Additionally, all of the Funds are
eliminating the issuance of share certificates.



(Vision New York Tax-Free Fund only)

1. Effective  October 6, 1997, the Vision New York Tax-Free Fund will be renamed
the Vision New York  Municipal  Income Fund.  All  references  in your  combined
prospectus  to the New York  Tax-Free  Fund  should  also be changed to New York
Municipal Income Fund.



2. Under the sub-section entitled "Investment Policies" under the section
"Vision New York Tax-Free Fund" on page 12 of the prospectus, the Vision New
York Tax-Free Fund's fundamental investment limitation currently reads as
follows:

         "Under normal market conditions, at least 80% of the Fund's net assets
         will be invested in securities that pay interest exempt from federal
         income tax. For purposes of this policy, the tax-free interest must be
         a preference item for purposes of computing the federal alternative
         minimum tax."



      Please revise the above limitation to read as follows:

     "Under normal market conditions, at least 80% of the Fund's net assets will
     be  invested in  securities  the  interest on which is exempt from  federal
     regular income tax. The Fund may invest in securities the interest on which
     may be subject to the alternative minimum tax or "AMT."



3.   Please  delete the section  entitled  "AMT  Obligations"  on page 13 of the
     prospectus.



4.   Please delete the  sub-section  entitled  "New York Tax-Free  Fund--Federal
     Taxes" under the section "Tax Information" on page 40 of the prospectus and
     replace with the following:

         "Shareholders are not required to pay federal regular income tax on any
         dividends received from the Fund that represent net interest on
         tax-exempt municipal bonds, although tax-exempt interest will increase
         the taxable income of certain recipients of social security benefits.
         However, under the Tax Reform Act of 1986, dividends representing net
         interest income earned on some municipal bonds may be included in
         calculating the federal individual alternative minimum tax for
         corporations.

         The alternative minimum tax, up to 28% of alternative minimum taxable
         income for individuals and 20% for corporations, applies when it
         exceeds the regular tax for the taxable year. Alternative minimum
         taxable income is equal to the regular taxable income of the taxpayer
         increased by certain "tax preference" items not included in regular
         taxable income and reduced by only a portion of the deductions allowed
         in the calculation of the regular tax.



<PAGE>


         The Tax Reform Act of 1986 treats interest on certain "private
         activity" bonds issued after August 7, 1986, as a tax preference item
         for both individuals and corporations. Unlike traditional governmental
         purpose municipal bonds, which finance roads, schools, libraries,
         prisons, and other public facilities, private activity bonds provide
         benefits to private parties. The Fund may purchase all types of
         municipal bonds, including private activity bonds. Thus, should it
         purchase any such bonds, a portion of the Fund's dividends may be
         treated as a tax preference item.

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        Cusip 92830F505
        Cusip 92830F604
        Cusip 92830F703
        G00996-03 (10/97)
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         In addition, in the case of a corporate shareholder, dividends of the
         Fund which represent interest on municipal bonds will become subject to
         the 20% corporate alternative minimum tax because the dividends are
         included in a corporation's "adjusted current earnings." The corporate
         alternative minimum tax treats 75% of the excess of a taxpayer's
         pre-tax "adjusted current earnings" over the taxpayer's alternative
         minimum taxable income as a tax preference item.

         "Adjusted current earnings" is based upon the concept of a
         corporation's "earnings and profits." Since "earnings and profits"
         generally includes the full amount of any Fund dividend, and
         alternative minimum taxable income does not include the portion of the
         Fund's dividend attributable to municipal obligation bonds, which are
         not private activity bonds, the difference will be included in the
         calculation of the corporation's alternative minimum tax.

         Dividends of the Fund representing net interest income earned on some
temporary investments and any realized net short-term gains are taxed as
ordinary income.

     These tax consequences  apply whether  dividends are received in cash or as
additional shares.  Information on the tax status of dividends and distributions
is provided annually."



5.   Please delete the first  paragraph of the sub-section  entitled  "Corporate
     Shareholder Information" on page 41 of the prospectus.





(All Funds)

6.   Please  replace  the  disclosure  under  the  section   "Certificates   and
     Confirmations" on page 36 of the prospectus with the following:

         "Shareholders will receive detailed confirmations of transactions
         (except for systematic program transactions). In addition, shareholders
         will receive periodic statements reporting all account activity,
         including dividends paid. The Funds will not issue share certificates."



7. Effective September 25, 1997, Vision Group of Funds, Inc. will be adding a
new fund, Vision Equity and Income Fund, which is a diversified portfolio which
seeks to provide current income. Capital appreciation is a secondary investment
consideration. The Fund pursues its investment objective by investing in a
diversified portfolio consisting primarily of income-producing equity securities
of domestic companies (e.g., common and preferred stocks, convertible
securities). The Fund also may invest in foreign equity securities and debt
obligations. To obtain more information about this Fund and a copy of its
prospectus, please call (800) 836-2211.



                                 October 6, 1997













                                    MTC709036

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        Cusip 92830F406
        Cusip 92830F505
        Cusip 92830F604
        Cusip 92830F702
        G00996-04(10/97)
Vision U.S. Government Securities Fund
Vision New York Tax-Free Fund
Vision Growth and Income Fund
Vision Capital Appreciation Fund
Supplement to Combined Statement of Additional Information dated June 30, 1997



     1.   Effective  October 6, 1997,  the Vision New York Tax-Free Fund will be
          renamed the Vision New York  Municipal  Income Fund. All references in
          your  combined  Statement  of  Additional  Information  should also be
          changed to New York Municipal Income Fund.



     2.   Please replace the language under the investment  limitation  entitled
          "Investing in Exempt-Interest Obligations" on page 13 of the statement
          of additional information with the following:

         "The Tax-Free Fund will not invest less than 80% of its net assets in
securities the interest on which is exempt from federal regular income tax,
except during temporary defensive periods."



                                 October 6, 1997








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