1933 Act File No. 33-20673
1940 Act File No. 811-5514
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No. ......................
Post-Effective Amendment No. 29 .........................X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
---
Amendment No. 30 ......................................X
VISION GROUP OF FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
___immediately upon filing pursuant to paragraph (b)
X_on September 24, 1997 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i).
___75 days after filing pursuant to paragraph (a)(ii) on
_________________ pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
_ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24e-2 under the Investment Company Act of
1940, and:
X filed the Notice required by that Rule on June 30, 1997; or
intends to file the Notice required by that Rule on or about
; or
___ during the most recent fiscal year did not sell any securities
pursuant to Rule 24f-2 under the Investment Company Act of
1940, and, pursuant to Rule 24f-2(b)(2), need not file the
Notice.
Copy to:
Charles H. Morin, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C. 20037
<PAGE>
CROSS-REFERENCE SHEET
This amendment to the Registration Statement of Vision Group of
Funds, Inc., which is comprised of seven portfolios: (1) Vision Money
Market Fund, (2) Vision Treasury Money Market Fund, (3) Vision New
York Tax-Free Money Market Fund, (4) Vision New York Tax-Free Fund,
(5) Vision U.S. Government Securities Fund, (6) Vision Growth and
Income Fund, (7) Vision Capital Appreciation Fund, and (8) Vision
Equity Income Fund, relates only to (8) Vision Equity Income Fund and
is comprised of the following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
<TABLE>
<CAPTION>
Prospectus Heading
(RULE 404(C) CROSS REFERENCE)
<C> <S> <C>
Item 1. COVER PAGE..................................(1-8) Cover Page.
----------
Item 2. SYNOPSIS....................................(1-8) Summary of Fund Expenses.
--------
Item 3. CONDENSED FINANCIAL
INFORMATION.................................(1-7) Financial Highlights; (1-7) How the Funds
Show Performance.
Item 4. GENERAL DESCRIPTION OF
REGISTRANT..................................(1-8)
Synopsis;
(1-7)
How the
Funds
Invest;
(8) How
the Fund
Invests;
(1-7)
Investment
Objective;
(1-8)
Investment
Policies;
(1-8)
Acceptable
Investments;
(1) Risk
Factors
Associated
with
Foreign
Investments;
(3,4)
Investment
Risks of
New York
Municipal
Securities;
(3)
Concentration
of
Investments;
(3)
Types of
Municipal
Securities;
(3,4)
Temporary
Investments;
(1-3)
Common
Fund
Investment
Techniques,
Features
and
Limitations;
(4-8)
Investment
Techniques,
Features,
and
Limitations.
Item 5. MANAGEMENT OF THE FUND......................(1-8) Fund Management, Distribution, and
----------------------
Administration; (1-8) Board of Directors; (1-8)
Investment Adviser; (1-8) Distribution of Fund
Shares; (1-8) Administration of the Funds.
Item 6. CAPITAL STOCK AND OTHER
SECURITIES..................................(1-8) Description of Fund Shares; (1-8) Voting
Rights and Other Information; (1-8) Tax Information.
Item 7. PURCHASE OF SECURITIES BEING
OFFERED.....................................(1-7) How the Funds Value Their Shares; (8) How the
Fund Values its Shares; (1-8) How to Buy Shares;
(1-8) How to Exchange Shares.
Item 8. REDEMPTION OR REPURCHASE....................(1-8) How to Redeem Shares.
------------------------
Item 9. PENDING LEGAL PROCEEDINGS None.
<PAGE>
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. COVER PAGE..................................(1-8) Cover Page.
----------
Item 11. TABLE OF CONTENTS...........................(1-8) Table of Contents.
-----------------
Item 12. GENERAL INFORMATION AND
HISTORY.....................................(1-8) General Information About the Funds;
Item 13. INVESTMENT OBJECTIVES AND
POLICIES....................................(1-7) Investment Objectives and Policies; (8)
Investment Objective; (8) Investment Policies;
(1-8) Investment Limitations.
Item 14. MANAGEMENT OF THE FUND......................(1-8) Vision Group of Funds, Inc. Management.
----------------------
Item 15. CONTROL PERSONS AND PRINCIPAL
HOLDERS OF SECURITIES Not Applicable
Item 16. INVESTMENT ADVISORY AND OTHER
SERVICES....................................(1-8) Investment Advisory Services; (1-8) Other
Services;
Item 17. BROKERAGE ALLOCATION........................(1-8) Brokerage Transactions.
--------------------
Item 18. CAPITAL STOCK AND OTHER
SECURITIES (1-8) Description of Fund Shares.
Item 19. PURCHASE, REDEMPTION AND
PRICING OF SECURITIES BEING
OFFERED ....................................(1-8) How To Buy Shares; (1-8) Determining Net
Asset Value; (1-8) Redeeming Shares; (1-8)
Redeeming Fund Shares.
Item 20. TAX STATUS..................................(1-8) Tax Status.
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Item 21. UNDERWRITERS Not applicable.
Item 22. CALCULATION OF PERFORMANCE
DATA........................................(1-8) Performance Comparisons; (1-8) Total Return;
(1-6, 8) Yield; (3,4) Tax-Equivalent Yield; (3,4)
Tax-Equivalency Table; (4-7) Appendix.
Item 23. FINANCIAL STATEMENTS (8) To be filed by Amendment.
--------------------
</TABLE>
PART C. OTHER INFORMATION.
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Financial Statements. (Portfolio 8) To be filed by amendment.
(b) Exhibits:
(1) Conformed copy of Articles of Incorporation of the
Registrant (11);
(i) Conformed copy of Articles Supplementary (8);
(ii) Conformed copy of Articles Supplementary dated
May 29, 1996 (15);
(2) Copy of By-Laws of the Registrant (11);
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of Capital Stock of
the Registrant (8);
(i) Copy of Specimen Certificate for Shares of Capital
Stock of the Vision Capital Appreciation Fund (15);
(5) (i) Conformed copy of Investment Advisory
Contract of the Registrant (9); (ii)
Conformed copy of Sub-Advisory Contract
(10); (iii) Conformed copy of Exhibit B to
Investment Advisory Contract;(14) (iv)
Conformed Copy of Exhibit C to Investment
Advisory Contract; +
(6) (i) Conformed copy of Distributor's Contract of the
Registrant (9);
(a) Conformed copy of Distribution Plan of
the Registrant (9);
(ii) Form of Exhibit D to the Distributor's Contract
(18)
(ii) Conformed copy of Administrative Services
Agreement of the Registrant (9);
(iii) Conformed copy of Shareholder Services Plan of
Registrant (9);
(a) Copy of Exhibit A to Amended
and Restated Shareholder Services Plan;
(18) (iv) Conformed copy of Exhibit C to
Distributor's Contract;(14) (v) Conformed
copy of Amended and Restated Shareholder
Services Agreement (13); (vi) Copy of
Amendment No. 1 to Exhibit A to Shareholder
Services Agreement;(14) (vii) Copy of
Amendment No. 2 to Exhibit A to Shareholder
Services Agreement; (18)
(7) Not applicable;
+ All Exhibits have been filed electronically.
8. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 11 on Form N-1A filed September
3, l993. (File Nos. 33-20673 and 811-5514)
9. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 13 on Form N-1A filed December
27, 1993 (File Nos. 33-20673 and 811-5514)
10. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 17 on Form N-1A filed March 31,
1994 (File Nos. 33-20673 and 811-5514)
11. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 19 on Form N-1A filed June 27,
1994. (File Nos. 33-20673 and 811-5514)
13. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 19 on Form N-1A filed May 3,
1996. (File Nos. 33-20673 and 811-5514)
14. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 23 on Form N-1A filed June 27,
1996. (File Nos. 33-20673 and 811-5514)
15. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 24 on Form N-1A filed December
20, 1996. (File Nos. 33-20673 and 811-5514)
18. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 28 on Form N-1A filed August 6,
1997. (File Nos. 33-20673 and 811-5514)
<PAGE>
(8) Conformed copy of Custodian Agreement of the Registrant
(12); (i) Copy of Amendment No. 2 to Exhibit A to
Custodian Contract;(14)
(ii) Copy of Amendment No. 3 to Exhibit A to Custodian Contract;
(18)
(9) Conformed copy of Agreement for Fund Accounting
Services and Transfer Agency Services (16);
(i) Copy of Exhibit 1 to Agreement for Fund Accounting Services
and Transfer Agency Services; (18)
(10) Conformed copy of Opinion and Consent of Counsel as to
legality of shares being registered (11);
(11) Conformed copy of Consent of Independent Auditors; (17)
(12) Not applicable;
(13) Conformed copy of Initial Capital Understanding (11);
(14) Not applicable;
(15) (i) Copy of Rule 12b-1 Plan (7);
(a) Conformed copy of Exhibit B to Rule 12b-1 Plan; (14)
(b) Form of Exhibit C to Rule 12b-1 Plan; (18) (ii) Copy of
Rule 12b-1 Agreement (7);
(a) Copy of Exhibit B to Rule 12b-1 Agreement; (14)
(b) Copy of Exhibit C to Rule 12b-1 Agreement; (18)
(iii) Copy of Dealer (Sales) Agreement (7); (16) Copy
of Schedule for Computation of Fund Performance
Data (12);
(i) Copy of Schedule for Computation of Fund
Performance Date for the Vision Capital
Appreciation Fund (15);
(17) Copy of Financial Data Schedules; (17)
(18) Not Applicable
(19) Conformed copy of Power of Attorney (14);
Item 25. Persons Controlled by or Under Common Control with Registrant
None
- ----------------------------------
+ All Exhibits have been filed electronically.
7. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 9 on Form N-1A filed June 17,
1993. (File Nos. 33-20673 and 811-5514)
11. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 19 on Form N-1A filed June 27,
1994. (File Nos. 33-20673 and 811-5514)
12. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 20 on Form N-1A filed June 26,
1995. (File Nos. 33-20673 and 811-5514)
14. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 23 on Form N-1A filed June 27,
1996. (File Nos. 33-20673 and 811-5514)
15. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 24 on Form N-1A filed December
20, 1996. (File Nos. 33-20673 and 811-5514)
16. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 26 on Form N-1A filed June 20,
1997. (File Nos. 33-20673 and 811-5514)
17. Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 27 on Form N-1A filed June 27,
1997. (File Nos. 33-20673 and 811-5514)
<PAGE>
Item 26. Number of Holders of Securities:
Number of Record Holders
TITLE OF CLASS AS OF JULY 30, 1997
-------------- --------------------
Shares of capital stock
($0.001 per Share par value)
Vision Money Market Fund 11,770
Vision New York Tax-Free Money Market Fund 535
Vision Treasury Money Market Fund 791
Vision U.S. Government Securities Fund 1,116
Vision New York Tax-Free Fund 1,575
Vision Growth and Income Fund 6,168
Vision Capital Appreciation Fund 2,117
__________________________________
Item 27. Indemnification: (7)
Item 28. Business and Other Connections of Investment Adviser:
(a) Manufacturers & Traders Trust Company ("M&T Bank")
performs investment advisory services for the
Registrant. M&T Bank is the principal banking
subsidiary of First Empire State Corporation, a $13
billion bank holding company, as of December 31,
1996, headquartered in Buffalo, New York. As of May
31, 1997, M&T Bank has 174 offices throughout New
York State and an office in Nassau, The Bahamas.
M&T Bank was founded in 1856 and provides
comprehensive banking and financial services to
individuals, governmental entities and businesses
throughout western New York. Registrant's
investments are managed through the Trust and
Investment Services Division of M&T Bank. As of
December 31, 1996, M&T Bank had $3.1 billion in
assets under management for which it has investment
discretion (which includes employee benefits,
personal trusts, estates, agencies and other
accounts). As of December 3l, 1996, M&T Bank managed
over $1.2 billion in VISION money market mutual fund
assets. Except for Vision Group of Funds, Inc., M&T
Bank does not presently provide investment advisory
services to any other registered investment
companies. The Funds' investments are managed
through the Trust & Investment Services Division of
M&T Bank.
The principal executive Officers and Directors of M&T Bank
are set forth in the following
tables. Unless otherwise noted, the position listed
under Other Substantial Business, Profession,
Vocation or Employment is with M&T Bank.
- ---------------------
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed
June 17, 1993. (File Nos. 33-20673 and 811-5514)
<PAGE>
(b)
<TABLE>
<CAPTION>
Other Substantial
Position with Business, Profession,
<S> <C> <C>
NAME THE ADVISER VOCATION OR EMPLOYMENT
Brent D. Baird Director Private Investor
1350 One M&T Plaza
Buffalo, NY 14203-2396
C. Angela Bontempo Director Senior V.P. & Exec. Dir.
Elm & Carlton Streets Roswell Park Cancer
Buffalo, NY 14263-0001 Institute
Robert T. Brady Director Chairman, President and
East Aurora, NY 14052-0018 C.E.O. Moog, Inc.
Atwood Collins, III Executive Officer President of the
350 Park Avenue New York City
6th Floor Division of
New York, NY 10022-6022 M&T Bank
Barber B. Conable, Jr. Director Former Member of
P.O. Box 218 Congress; Retired
Alexander, NY 14005-0218 President
The World Bank
Richard E. Garman Director President and Chief
2544 Clinton Street Executive Officer
Buffalo, NY 14224-1092 A.B.C. Paving Co., Inc.
and Buffalo Crushed Stone, Inc.
James V. Glynn Director President
151 Buffalo Avenue Maid of the Mist
Suite 204 Corporation
Niagara Falls, NY 14303-1288
Brian E. Hickey Executive Officer Executive Vice President
44 Exchange Street and President-Rochester
3rd Floor Division-Manufacturers
Rochester, NY 14614-2097 and Traders Trust
Company
Patrick W.E. Hodgson Director President Cinnamon
248 Pall Mall Street Investments Limited
Suite 400
London, Ontario
CANADA N6A5P6
James L. Hoffman Executive Officer Executive Vice President
700 Corporate Blvd. and President-Hudson Suite 701
Valley Division-
Newburgh, NY 12552-6046 Manufacturers and
Traders Trust Company
<PAGE>
Other Substantial
Position with Business, Profession,
NAME THE ADVISER VOCATION OR EMPLOYMENT
Samual T. Hubbard, Jr. Director President & CEO
1059 West Ridge Road The Alling and Cory
Rochester, NY 14615-2731 Company
Robert J. Irwin Advisory Director Chairman and CEO
Ellicott Station ASA Limited
P.O. Box 1210
Buffalo, NY 14205-1210
Wilfred J. Larson Director Retired President and
88 Oakland Place Chief Executive Officer
Buffalo, NY 14222-2030 Westwood-Squibb
Pharmaceuticals Inc.
Barbara L. Laughlin Executive Officer Executive Vice President
One M&T Plaza First Empire State
13th Floor Corporation and
Buffalo, NY 14203-2399 Manufacturers and
Traders Trust Company
Jorge G. Pereira Director Vice Chairman of the
350 Park Ave. Board First Empire State
6th Floor Corporation and
New York, NY 10022-6022 Manufacturers and
Traders Trust Company
John L. Pett Executive Officer Executive Vice President
One Fountain Plaza and Chief Credit Officer
9th Floor Manufacturers and
Buffalo, NY 14203-1495 Traders Trust Company
Michael P. Pinto Executive Officer Executive Vice President
One M&T Plaza and Chief Financial
5th Floor Officer Manufacturers
Buffalo, NY 14203-2399 and Traders Trust
Company
Donald P. Quinlan Director Retired Chairman of the
27 Pine Terrace Board and Chief
Orchard Park, NY 14127-3929 Executive Officer
Graphic Controls
Corporation
William C. Rappolt Executive Officer Executive Vice President
One M&T Plaza and Treasurer
19th Floor First Empire State
Buffalo, NY 14203-2399 Corporation and
Manufacturers and
Traders Trust Company
Melinda R. Rich Director President
P.O. Box 245 Rich Entertainment
Buffalo, NY 14240-0245 Group;
Robert E. Sadler, Jr. Executive Officer President Manufacturers
One M&T Plaza and Traders Trust
19th Floor Company and
Buffalo, NY 14203-2399 Executive Vice President
First Empire State
Corporation
Other Substantial
Position with Business, Profession,
NAME THE ADVISER VOCATION OR EMPLOYMENT____
Mark J. Czarnecki Executive Officer Executive Vice President
One M&T Plaza First Empire State
9th Floor Corporation and
Buffalo, NY 14203-2399 Manufacturers and
Traders Trust Company
Raymond D. Stevens, Jr. Director Retired Chairman of
11 Summer Street the Board Pratt &
Suite 308 Lambert United, Inc.
Buffalo, NY 14209-2256
Herbert L. Washington Director President
3280 Monroe Avenue H.L.W. Fast Track, Inc.
Rochester, NY 14618-4608
John L. Wehle, Jr. Director Chairman of the
445 St. Paul Street Board, President &
Rochester, NY 14605-1775 Chief Executive
Officer, Genessee
Corporation
Robert G. Wilmers Director and Chairman of the Board,
One M&T Plaza Executive Officer President and Chief
19th Floor Executive Officer
Buffalo, NY 14203-2399 First Empire State
Corporation; and
Chairman of the Board
and Chief Executive Officer
Manufacturers and Traders Trust
Company
</TABLE>
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor for shares of
the Registrant, also acts as principal underwriter for the following
open-end investment companies: 111 Corcoran Funds; Arrow Funds;
Automated Government Money Trust; BayFunds; Blanchard Funds; Blanchard
Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series,
Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated Adjustable Rate U.S. Government Fund, Inc.; Federated
American Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity
Funds; Federated Equity Income Fund, Inc.; Federated Fund for U.S.
Government Securities, Inc.; Federated GNMA Trust; Federated
Government Income Securities, Inc.; Federated Government Trust;
Federated High Income Bond Fund, Inc.; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Investment Portfolios; Federated Investment Trust;
Federated Master Trust; Federated Municipal Opportunities Fund, Inc.;
Federated Municipal Securities Fund, Inc.; Federated Municipal Trust;
Federated Short-Term Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock and Bond Fund, Inc.; Federated Stock
Trust; Federated Tax-Free Trust; Federated Total Return Series, Inc.;
Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund:
2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income
Securities, Inc.; High Yield Cash Trust; Independence One Mutual
Funds; Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Investment Series Trust; Liberty U.S.
Government Money Market Trust; Liquid Cash Trust; Managed Series
Trust; Marshall Funds, Inc.; Money Market Management, Inc.; Money
Market Obligations Trust; Money Market Obligations Trust II; Money
Market Trust; Municipal Securities Income Trust; Newpoint Funds;
Peachtree Funds; RIMCO Monument Funds; SouthTrust Vulcan Funds; Star
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; The
Biltmore Funds; The Biltmore Municipal Funds; The Monitor Funds; The
Planters Funds; The Starburst Funds; The Starburst Funds II; The
Virtus Funds; Tower Mutual Funds; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury Obligations; Vision
Group of Funds, Inc.; Wesmark Funds; and World Investment Series, Inc.
Federated Securities Corp. also acts as principal underwriter for the following
closed-end investment company: Liberty Term Trust, Inc.- 1999.
<TABLE>
<CAPTION>
(b)
<S> <C> <C>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
Richard B. Fisher Director, Chairman, Chief Federated Investors Tower
Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, Asst.
Secretary, and Asst.
Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice President and
Federated Investors Tower President, Federated, Treasurer
Pittsburgh, PA 15222-3779 Securities Corp.
Thomas R. Donahue Director, Assistant Secretary,
Federated Investors Tower Assistant Treasurer, Federated
Pittsburgh, PA 15222-3779 Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust, Federated
Pittsburgh, PA 15222-3779 Securities Corp.
David M. Taylor Executive Vice President --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
Laura M. Deger Senior Vice President --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Teresa M. Antoszyk Vice President --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Byron F. Bowman Vice President, Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Dale R. Browne Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Leonard Corton, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
G. Michael Cullen Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Doyle Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John K. Goettlicher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Craig S. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bruce E. Hastings Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Beth A. Hetzel Vice President, --
Federated Investors Tower Federated Secutrities Corp.
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
James E. Hickey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Brian G. Kelly Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joeseph Kennedy Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert D. Oehlschlager Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas A. Peters III Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard A. Recker Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
George D. Riedel Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John Rogers Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Brian S. Ronayne Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
Thomas S. Schinabeck Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Edward L. Smith Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John A. Staley Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard Suder Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Miles J. Wallace Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John F. Wallin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Edward J. Wojnarowski Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. Wolff Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Edward R. Bozek Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Terri E. Bush Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
Charlene H. Jennings Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Matthew S. Propelka Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Denis McAuley Treasurer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Leslie K. Platt Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(c) Not applicable.
</TABLE>
Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and Rules 31a-1 through 31a-3
promulgated thereunder are maintained at one of the following
locations:
Vision Group of Funds, Inc. Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Federated Shareholder P.O. Box 8600
Services Company Boston, Massachusetts 02266-8600
("Transfer Agent, Dividend
Disbursing Agent and Portfolio
Recordkeeper")
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, Pennsylvania 15222-3779
Manufacturers and Traders Trust One M&T Plaza
Company Buffalo, New York 14240
("Adviser")
State Street Bank and Trust Company P.O. Box 8600
("Custodian") Boston, Massachusetts 02266-8600
Item 31. Management Services: Not applicable.
<PAGE>
Item 32. Undertakings:
Registrant hereby undertakes to comply with the
provisions of Section 16(c) of the 1940 Act with
respect to the removal of Trustees/Directors and the
calling of special shareholder meetings by
shareholders.
Registrant hereby undertakes to furnish each person
to whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders,
upon request and without charge.
Registrant hereby undertakes to file a post
effective amendment on behalf of Vision Equity
Income Fund using financial statements for Vision
Equity Income Fund, which need not be certified,
within four to six months from the effective date of
this Post-Effective Amendment No. 28.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant, VISION GROUP OF
FUNDS, INC., has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 24th day of September, 1997.
VISION GROUP OF FUNDS, INC.
BY: /s/Victor R. Siclari
Victor R. Siclari, Secretary
Attorney in Fact for Edward C. Gonzales
September 24, 1997
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/ Victor R. Siclari
Victor R. Siclari Attorney In Fact September 24, 1997
SECRETARY For the Persons
Listed Below
NAME TITLE
Edward C. Gonzales* President and Treasurer
(Chief Executive Officer
and Principal Financial and
Accounting Officer)
Randall I. Benderson* Director
Joseph J. Castiglia* Director
Daniel R. Gernatt, Jr.* Director
George K. Hambleton, Jr.* Director
* By Power of Attorney
Exhibit 5(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT C
to the
Investment Advisory Contract
between Manufacturer's and Traders Trust Company and
Vision Group of Funds, Inc.,
dated June 1, 1993
VISION EQUITY INCOME FUND
For all services rendered by Adviser hereunder, the
above-named Fund of the Corporation shall pay to Adviser and Adviser
agrees to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .70 of 1% of the
average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued at the rate of 1/365th of .70 of
1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser at least
daily.
Witness the due execution hereof this 1st day of September,
1997.
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /S/ ROBERT J. TRUESDELL
Vice President
VISION GROUP OF FUNDS, INC.
By: /S/ CHARLES L. DAVIS, JR.
Vice President
