1933 Act File No. 333-84093
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__ Pre-Effective Amendment No. __
X Post-Effective Amendment No. 1
VISION GROUP OF FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
(412) 288-1900
(Area Code and Telephone Number)
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
(Address of Principal Executive Offices)
VICTOR R. SICLARI, ESQUIRE
Federated Investors Tower
1001 Liberty Avenue
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 Rule 485(b).
Copies to:
C. Todd Gibson, Esquire Matthew G. Maloney, Esquire
Federated Investors, Inc. Dickstein Shapiro Morin & Oshinsky LLP
Federated Investors Tower 2101 L Street, NW
1001 Liberty Avenue Washington, DC 20037
Pittsburgh, PA 15222-3779
<PAGE>
PART C - OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Indemnification is provided to Directors and officers of the Registrant
pursuant to the Registrant's Articles of Incorporation and Bylaws, except where
such indemnification is not permitted by law. However, the Articles of
Incorporation and Bylaws do not protect the Directors or officers from liability
based on willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of their office.
Directors and officers of the Registrant are insured against certain
liabilities, including liabilities arising under the Securities Act of 1933
(the "Act"). Insofar as indemnification for liabilities arising under the
Act may be permitted to Directors, officers, and controlling persons of the
Registrant by the
Registrant pursuant to the Articles of Incorporation or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by Directors, officers, or controlling
persons of the Registrant in connection with the successful defense of any act,
suit, or proceeding) is asserted by such Directors, officers, or controlling
persons in connection with the shares being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Insofar as indemnification for liabilities may be permitted pursuant to
Section 17 of the Investment Company Act of 1940, as amended, for Directors,
officers, or controlling persons of the Registrant by the Registrant pursuant to
the Articles of Incorporation or otherwise, the Registrant is aware of the
position of the Securities and Exchange Commission as set forth in Investment
Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in
addition to complying with the applicable provisions of the Articles of
Incorporation or otherwise, in the absence of a final decision on the merits by
a court or other body before which the proceeding was brought, that an
indemnification payment will not be made unless in the absence of such a
decision, a reasonable determination based upon factual review has been made (i)
by a majority vote of a quorum of non-party Directors who are not interested
persons of the Registrant or (ii) by independent legal counsel in a written
opinion that the indemnitee was not liable for an act of willful misfeasance,
bad faith, gross negligence, or reckless disregard of duties. The Registrant
further undertakes that advancement of expenses incurred in the defense of a
proceeding (upon undertaking for repayment unless it is ultimately determined
that indemnification is appropriate) against an officer, Director, or
controlling person of the Registrant will not be made absent the fulfillment of
at least one of the following conditions: (i) the indemnitee provides security
for his undertaking; (ii) the Registrant is insured against losses arising by
reason of any lawful advances; or (iii) a majority of a quorum of disinterested
non-party Directors or independent legal counsel in a written opinion makes a
factual determination that there is reason to believe the indemnitee will be
entitled to indemnification.
<PAGE>
ITEM 16. EXHIBITS
1.1 Conformed copy of Amended Articles of Incorporation of the
Registrant(13)
1.2 Conformed copy of Articles Supplementary(2)
1.3 Conformed copy of Articles Supplementary dated May 29, 1996 (8)
1.4 Conformed copy of Articles Supplementary dated April 20, 1998 (13)
1.5 Conformed copy of Articles of Amendment effective June 1, 1999 (17)
1.6 Conformed copy of Articles Supplementary effective June 1, 1999 (17)
2.1 Copy of Bylaws of the Registrant(4)
2.2 Copy of Amendment No. 1 to Bylaws(13)
3 Not Applicable
4 Agreement and Plan of Reorganization dated June 21, 1999, between Vision
Group of Funds, Inc., a Maryland corporation, on behalf of its
portfolio, Vision Mid Cap Stock Fund and Vision Group of Funds, Inc., on
behalf of its portfolios, Vision Growth & Income Fund and Vision Capital
Appreciation Fund(18)
5.1 Copy of Specimen Certificates for Shares of Capital Stock of the
Registrant(2)
5.2 Copy of Specimen Certificate for Shares of Capital Stock of the Vision
Capital Appreciation Fund(8)
6.1 Conformed copy of Investment Advisory Contract of the Registrant(3)
6.2 Conformed copy of Sub-advisory Agreement for the Vision New York
Tax-Free Money Market Fund(15)
6.3 Conformed copy of Exhibit B to Investment Advisory Contract(7)
6.4 Conformed copy of Exhibit C to Investment Advisory Contract(11)
6.5 Conformed copy of Investment Advisory Contract for the Vision New York
Tax-Free Money Market Fund including Exhibit A(15)
6.6 Form of Exhibit D to Investment Advisory Contract(17)
7.1 Conformed copy of Distributor's Contract of the Registrant(3)
7.2 Conformed copy of Exhibit C to the Distributor's Contract(7)
7.3 Conformed copy of Exhibit D to the Distributor's Contract(12)
7.4 Conformed copy of Exhibit E to the Distributor's Contract(14)
7.5 Conformed copy of Exhibit F to the Distributor's Contract(17)
8 Not Applicable
9.1 Conformed copy of Custodian Agreement of the Registrant(5)
9.2 Copy of Amendment No. 2 to Exhibit A to the Custodian Agreement(7)
9.3 Copy of Amendment No. 3 to Exhibit A to the Custodian Contract(10)
9.4 Conformed copy of State Street Domestic Custody Fee Schedule(12)
9.5 Conformed copy of Amendment No. 4 to Exhibit A to the Custodian
Contract(25)
10.1 Copy of Rule 12b-1 Plan of the Registrant(1)
10.2 Conformed copy of Exhibit B to Rule 12b-1 Plan(7)
10.3 Conformed copy of Exhibit C to Rule 12b-1 Plan(12)
10.4 Conformed copy of Exhibit D to Rule 12b-1 Plan(14)
10.5 Copy of Rule 12b-1 Agreement(1)
10.6 Copy of Exhibit B to Rule 12b-1 Agreement(7)
10.7 Copy of Exhibit C to Rule 12b-1 Agreement(10)
10.8 Amended and Restated Plan with conformed copy of Exhibit D(14)
10.9 Copy of Dealer (Sales) Agreement(1)
10.10 Conformed copy of Exhibit E to Rule 12b-1 Plan(16)
10.11 Conformed copy of the Registrant's Multiple Class Plan with conformed
copies of Exhibits A and B(14)
10.12 Conformed copy of Exhibit C to the Multiple Class Plan(16)
11 Form of Opinion and Consent of Counsel regarding legality of shares
being issued(18)
12 Opinion of Dickstein Shapiro Morin & Oshinsky LLP regarding tax
consequences of Reorganization*
13.1 Conformed copy of Agreement for Fund Accounting Services and Transfer
Agency Service(9) 13.2 Copy of Exhibit 1 to Agreement for Fund
Accounting Services and Transfer Agency Services(10)
13.3 Conformed copy of Amendment to Administrative Services Agreement and
the Agreement for Fund Accounting Services and Transfer Agency
Services(12)
13.4 Conformed copy of Amendment No. 1 to Exhibit 1 to Agreement for
Fund Accounting Services and Transfer Agency Services(14)
13.5 Conformed copy of Amendment No. 2 to Exhibit 1 to the Agreement for
Fund Accounting Services and Transfer Agency Services(16)
13.6 Conformed copy of Recordkeeping Agreement including Exhibits A - C(15)
13.7 Form of Amendment No. 1 to Exhibit A to the Recordkeeping Agreement(17)
13.8 Conformed copy of Sub-Transfer Agency Agreement(15)
13.9 Form of Amendment No. 1 to Exhibit A of the Sub-Transfer Agency
Agreement(17)
13.10 Conformed copy of Administrative Services Agreement of the Registrant(3)
13.11 Conformed copy of Shareholder Services Plan of Registrant(3)
13.12 Conformed copy of Exhibit A to Amended and Restated Shareholder
Services Plan(14)
13.13 Conformed copy of Amended and Restated Shareholder Services Agreement(6)
13.14 Copy of Amendment No. 1 to Exhibit A to Shareholder Services
Agreement(7)
13.15 Copy of Amendment No. 2 to Exhibit A to Shareholder Services
Agreement(10)
13.16 Conformed copy of Amendment No. 1 to Exhibit A to Amended and Restated
Shareholder Services Plan(16)
13.17 Form of Amendment No. 1 (dated June 1, 1999) to Exhibit A to
Shareholder Services Agreement(17)
14. Conformed copy of Consent of Independent Auditors of Vision Group of
Funds, Inc., Ernst & Young LLP(18)
15 Not Applicable
16 Conformed copy of Power of Attorney7
17.1 Form of Proxy of Vision Growth & Income Fund(18)
17.2 Form of Proxy of Vision Capital Appreciation Fund(18)
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* Filed electronically.
1. 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)
2. 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)
3. 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)
4. 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)
5. 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)
6. 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)
7. 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)
8. 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)
9. 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)
10. 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)
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 29 on Form N-1A filed September 24, 1997, (File Nos. 33-20673
and 811-5514)
12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed December 22, 1997, (File Nos. 33-20673
and 811-5514)
13. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 31 on Form N-1A filed April 22, 1998, (File Nos. 33-20673 and
811-5514)
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 32 on Form N-1A filed July 8, 1998, (File Nos. 33-20673 and
811-5514)
15. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 34 on Form N-1A filed March 12, 1999, (File Nos. 33-20673 and
811-5514)
16. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 36 on Form N-1A filed June 11, 1999, (File Nos. 33-20673 and
811-5514)
17. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 37 on Form N-1A filed June 23, 1999, (File Nos. 33-20673 and
811-5514)
18. Response is incorporated by reference to Registrant's Registration
Statement on Form N-14 filed July 30, 1999. (File Nos. 333-84093 and
811-5514)
<PAGE>
ITEM 17. UNDERTAKINGS
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus which is
a part of this Registration Statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933,
the reoffering prospectus will contain the information called for by the
applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment to the
Registration Statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new Registration Statement for
the securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees to file by Post-Effective
Amendment the opinion of counsel regarding the tax consequences of the proposed
reorganization required by Item 16 (12) of Form N-14 within a reasonable time
after receipt of such opinion.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Vision Group of Funds, Inc., has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania on the 3rd
day of December, 1999.
VISION GROUP OF FUNDS, INC.
(Registrant)
By: *
Edward C. Gonzales
President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 3rd day of December, 1999:
* President and Treasurer (Chief Executive
Officer and Principal Financial and Accounting
Officer)
Edward C. Gonzales
* Director
Randall I. Benderson
* Director
Joseph J. Castiglia
* Director
Daniel R. Gernatt, Jr.
* Director
George K. Hambleton
1*By: /S/ VICTOR R. SICLARI Attorney in Fact
Secretary
Exhibit 12
DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP
2101 L STREET, N.W.
WASHINGTON, D.C. 20037-1526
October 15, 1999
Vision Group of Funds, Inc., on behalf of its portfolios,
Vision Mid Cap Stock Fund
Vision Growth and Income Fund
Vision Capital Appreciation Fund
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences of a transaction (the "Reorganization") in which all of the assets
(subject to the liabilities) of each of Vision Growth and Income Fund and Vision
Capital Appreciation Fund (each an "Acquired Fund"), portfolios of Vision Group
of Funds, Inc., a Maryland corporation ("Vision'), will be acquired by Vision,
on behalf of its newly organized portfolio, Vision Mid Cap Stock Fund (the
"Acquiring Fund"), in exchange for Class A Shares of the Acquiring Fund (the
"Acquiring Fund Shares") which shall thereafter be distributed to the
shareholders of each Acquired Fund (the "Acquired Fund Shareholders") in
liquidation of the Acquired Fund. Vision is a registered open-end management
investment company which qualifies as a regulated investment company described
in Section 851(a) of the Internal Revenue Code of 1986, as amended (the "Code").
The terms and conditions of the Reorganization are set forth in an Agreement and
Plan of Reorganization dated as of June 21, 1999 between Vision, on behalf of
the Acquiring Fund, and Vision, on behalf of each Acquired Fund (the
"Agreement"). This opinion is rendered to you pursuant to paragraph 6(c) of the
Agreement.
We have reviewed and relied upon the Registration Statement on Form N-14
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") in connection with the Reorganization, the certificate
provided to us by Vision in connection with the rendering of this opinion, and
such other documents and instruments as we have deemed necessary for the
purposes of this opinion.
Based upon and subject to the foregoing, and assuming that the
Reorganization will take place as described in the Agreement, we are of the
opinion that, for federal income tax purposes:
(a) The transfer by each Acquired Fund of all of its assets (subject to
its liabilities) to the Acquiring Fund in exchange for the Acquiring
Fund Shares and the distribution of the Acquiring Fund Shares to the
Acquired Fund Shareholders in liquidation of the Acquired Fund will
each constitute a "reorganization"within the meaning of Section
368(a)(1) of the Code, and with respect to each reorganization, the
Acquiring Fund and the Acquired Fund each will be "a party to a
reorganization" within the meaning of Section 368(b) of the Code;
(b) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets (subject to the liabilities) of each Acquired
Fund solely in exchange for the Acquiring Fund Shares;
(c) No gain or loss will be recognized by either Acquired Fund upon the
transfer of its assets (subject to its liabilities) to the Acquiring
Fund in exchange for the Acquiring Fund Shares or upon the
distribution (whether actual or constructive) of the Acquiring Fund
Shares to Acquired Fund Shareholders in exchange for their shares of
the Acquired Fund;
(d) No gain or loss will be recognized by the Acquired Fund Shareholders
upon the exchange of their Acquired Fund shares for the Acquiring Fund
Shares;
(e) The tax basis of the assets of each Acquired Fund acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Acquired Fund immediately prior to the Reorganization;
(f) The tax basis of the Acquiring Fund Shares received by each Acquired
Fund Shareholder pursuant to the Reorganization will be the same as
the tax basis of the Acquired Fund shares held by such shareholder
immediately prior to the Reorganization;
(g) The holding period of the assets of each Acquired Fund in the hands of
the Acquiring Fund will include the period during which those assets
were held by the Acquired Fund; and
(h) The holding period of the Acquiring Fund Shares received by each
Acquired Fund Shareholder pursuant to the Reorganization will include
the period during which the Acquired Fund shares exchanged therefor
were held by such shareholder (provided the Acquired Fund shares were
held as capital assets on the date of the Reorganization).
This opinion may not be applicable to certain classes of Acquired Fund
Shareholders, including securities dealers, foreign persons and persons who
acquired their shares pursuant to the exercise of employee stock options or
rights or otherwise as compensation.
This opinion is expressed as of the date hereof and is based upon the Code,
Treasury regulations promulgated thereunder, administrative positions of the
Internal Revenue Service (the "Service"), and judicial decisions, all of which
are subject to change either prospectively or retroactively. There can be no
assurance that changes in the law will not take place which could affect the
opinions expressed herein or that contrary positions may not be taken by the
Service. We disclaim any undertaking to advise you with respect to any event
subsequent to the date hereof.
The opinions contained herein are limited to those matters expressly
covered; no opinion is to be implied in respect of any other matter. This
opinion is addressed solely to you and may not be relied upon by any other
person without our prior written consent. We hereby consent to the filing of a
copy of this opinion with the Commission as an exhibit to the Registration
Statement, and to the references to this firm and this opinion in the
Prospectus/Proxy Statement which is contained in the Registration Statement.
Very truly yours,
/s/ Dickstein Shapiro Morin & Oshinsky LLP
DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP
