GOVERNOR FUNDS
AGGRESSIVE GROWTH FUND
ESTABLISHED GROWTH FUND
INTERMEDIATE TERM INCOME FUND
INTERNATIONAL EQUITY FUND
LIFESTYLE CONSERVATIVE GROWTH FUND
LIFESTYLE GROWTH FUND
LIFESTYLE MODERATE GROWTH FUND
LIMITED DURATION GOVERNMENT SECURITIES FUND
PENNSYLVANIA MUNICIPAL BOND FUND
PRIME MONEY MARKET FUND
U.S. TREASURY OBLIGATIONS MONEY MARKET FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43218
Dear Shareholder:
The Board of Trustees of the Governor Funds ("Governor Board") is pleased
to submit three separate shareholder proposals. The first proposal is to
reorganize the above-listed series of the Governor Funds (each, a "Governor
Fund") into a comparable mutual fund series of the Vision Group of Funds (each,
a "Vision Fund"). The shareholders of each Governor Fund will vote separately on
the proposal to reorganize their Fund. If approved by shareholders of a Governor
Fund, the shareholders of that Governor Fund will receive shares of a comparable
Vision Fund. Each Vision Fund is advised by Manufacturers and Traders Trust
Company ("M&T Bank"). M&T Bank is the principal banking subsidiary of M&T Bank
Corporation ("M&T Corp."), a regional bank holding company in existence since
1969. M&T Bank was founded in 1856 and provides comprehensive banking and
financial services to individuals, governmental entities and businesses
throughout New York State. As of June 30, 2000, M&T Bank had $5.5 billion in
assets under management. M&T Bank has served as investment adviser to the Vision
Group of Funds (and their predecessors) since their inception in 1988.
This reorganization is being proposed in connection with the recent merger
of Keystone Financial, Inc. ("Keystone") into M&T Corp., the corporate parent of
M&T Bank, which took place on October 6, 2000. Prior to the merger of Keystone
and M&T Corp., Keystone was the corporate parent of Martindale Andres & Company
LLC ("Martindale"), the investment adviser to each Governor Fund. In an effort
to promote more efficient operations, to eliminate certain duplicative costs and
to enhance the distribution of fund shares by eliminating redundant investment
products, M&T Corp., M&T Bank, Keystone and Martindale proposed that each
Governor Fund be reorganized into a comparable Vision Fund.
The Governor Board considered various factors in reviewing this proposal
on behalf of the shareholders of each Governor Fund, including, but not limited
to, the following: First, the Governor Board considered the fact that the Vision
Funds have investment objectives and policies identical or substantially similar
to those of corresponding Governor Funds. Second, because the Vision Group of
Funds' complex has a larger asset base, the Governor Board believes the
reorganization may provide shareholders the benefit of economies of scale and
increased diversification. Third, no shareholders of the Governor Funds will pay
a sales charge to become a shareholder of the Vision Funds in connection with
the reorganization, and the expenses of the reorganization will not be borne by
the Governor Funds. Fourth, the reorganization is expected to be tax-free; it is
anticipated you will pay no federal income tax as a result of the
reorganization. The Governor Board also considered the quality of services that
would be provided to the shareholders of the Governor Funds after the
reorganization and that the expense ratios after proposed contractual and
voluntary fee waivers of the Vision Funds are within industry norms. For these
and other reasons, the Governor Board believes this reorganization is in the
best interests of the shareholders of each Governor Fund. The Board of Trustees
of the Vision Group of Funds ("Vision Board") considered the same factors and
determined that the reorganization is in the best interest of the shareholders
of each Vision Fund.
If this proposal is approved by Governor Fund shareholders, each Vision
Fund would acquire substantially all of the assets and liabilities of a Governor
Fund that either has identical or substantially similar investment objectives,
policies, and strategies, and Vision Fund shares would be distributed PRO RATA
to you in complete liquidation of your Governor Fund. In order to exchange your
Governor Fund shares for Vision Fund shares, the Governor Board submits for your
approval a form of Agreement and Plan of Reorganization ("Plan") that relates to
your Governor Fund. Vision Fund shareholder approval of this reorganization and
the Plan is not required nor is it being sought.
The second proposal requests approval of a new investment advisory
agreement ("New Advisory Agreement") between the Governor Funds, on behalf of
each Governor Fund, and Martindale, each Fund's current investment adviser. For
each Governor Fund, it is anticipated that the New Advisory Agreement will be in
effect from the date the shareholders of that Governor Fund approve the New
Advisory Agreement until the date of the reorganization of that Fund (currently
anticipated to occur on or about December 18, 2000). After the reorganization,
each Vision Fund into which each Governor Fund is reorganized will be managed by
M&T Bank, and Martindale will be the sub-adviser for the Vision Small Cap Stock
Fund pursuant to a sub-advisory agreement between Martindale and M&T Bank.
The third proposal requests approval by the International Equity Fund
shareholders of a new sub-advisory agreement ("New Sub-Advisory Agreement")
between Martindale, with respect to the management of the International Equity
Fund, and Brinson Partners, Inc. ("Brinson"), the current sub-adviser to the
International Equity Fund. It is anticipated that this New Sub-Advisory
Agreement will be in effect from the date the shareholders of the International
Equity Fund approve the New Sub-Advisory Agreement until the date of the
reorganization of the International Equity Fund (currently anticipated to occur
on or about December 18, 2000). Upon the reorganization, Brinson will continue
to be the sub-adviser for the International Equity Fund pursuant to a new
sub-advisory agreement between Brinson and M&T Bank.
Your vote on these proposals is very important. Whether or not you plan to
attend the meeting, please vote your shares by telephone or by the Internet or
by mail. IF YOU ARE A SHAREHOLDER OF MORE THAN ONE GOVERNOR FUND, YOU WILL
RECEIVE MORE THAN ONE PROSPECTUS/PROXY STATEMENT AND PROXY CARD AND WILL NEED TO
VOTE THE SHARES YOU HOLD OF EACH FUND. Following this letter is a Q&A
summarizing the proposed reorganization and information on how you vote your
shares. Please read the entire Prospectus/Proxy Statement carefully before you
vote.
The Board believes that the proposed reorganization of each Governor Fund
with a comparable Vision Fund and approval of the New Advisory Agreement for the
Governor Funds and New Sub-Advisory Agreement for the International Equity Fund
are in the best interests of the Governor Funds and their shareholders and
unanimously recommends that you vote in favor of such proposals.
Thank you for your prompt attention and participation.
Sincerely,
/S/ A. JAMES DURICA
A. James Durica
PRESIDENT
ii
GOVERNOR FUNDS/VISION GROUP OF FUNDS
PROXY Q&A
THE FOLLOWING IS IMPORTANT INFORMATION TO HELP YOU UNDERSTAND THE PROPOSALS
ON WHICH YOU ARE BEING ASKED TO VOTE. PLEASE READ THE ENTIRE PROXY STATEMENT.
WHY IS THIS REORGANIZATION TAKING PLACE?
The reorganization is being proposed in connection with the recent merger
of Keystone Financial, Inc. ("Keystone") into M&T Bank Corporation ("M&T
Corp."), which took place on October 6, 2000 ("Bank Merger"). Prior to the Bank
Merger, Keystone was the corporate parent of Martindale Andres & Company LLC
("Martindale"), the investment adviser to each Governor Fund. M&T Corp. is the
corporate parent of Manufacturers and Traders Trust Company ("M&T Bank"), the
investment adviser to each series of the Vision Group of Funds.
In an effort to promote more efficient operations, to eliminate certain
duplicative costs and to enhance the distribution of fund shares by eliminating
redundant investment products, M&T Corp., M&T Bank, Keystone and Martindale
proposed that each Governor Fund be reorganized into a comparable Vision Fund.
WHEN WILL THIS REORGANIZATION BECOME EFFECTIVE?
The reorganization is currently anticipated to occur in mid-December,
assuming shareholder and regulatory approval is obtained. Shortly after the
reorganization has been approved, you will receive new account information on
your new ownership in the corresponding Vision Fund.
WHAT DO I HAVE TO DO TO BECOME A SHAREHOLDER IN THE VISION FUNDS?
Governor Fund shareholders are being asked to approve this reorganization
through voting at the Special Meeting of Governor Fund Shareholders, which is
scheduled to occur on December 13, 2000. YOUR VOTE IS VERY IMPORTANT. You have
the flexibility to cast your vote either by phone, Internet or mail.
Upon approval of the reorganization, shareholders' accounts will
automatically be transferred to the corresponding Vision Fund.
WHAT WILL HAPPEN TO MY GOVERNOR FUND ACCOUNT?
After the reorganization, shareholders will be assigned a new account at
the Vision Group of Funds and then Governor Fund accounts will be closed. This
process will occur automatically, with no action required by you.
WILL ALL OF MY CURRENT ACCOUNT OPTIONS, SUCH AS SYSTEMATIC PURCHASES AND
WITHDRAWAL PLANS, TRANSFER OVER TO VISION FUNDS?
Various types of account servicing features will transfer automatically to
new Vision Fund accounts. Shortly after the reorganization, shareholders will
receive information that further describes these options, along with materials
concerning the Vision Group of Funds' diversified product line and shareholder
services.
WILL I INCUR TAXES AS A RESULT OF THIS REORGANIZATION?
This reorganization is expected to be a TAX-FREE event. Generally,
shareholders will not incur capital gains or losses on the conversion from
Governor Fund shares into Vision Fund shares as a result of this reorganization.
Shareholders will incur capital gains or losses if they sell their Governor
Fund shares before the reorganization becomes effective or sell/exchange their
Vision Fund shares after the reorganization becomes effective. Shareholders will
also be responsible for tax obligations associated with monthly or periodic
dividend and capital gains distributions that occur prior to and after the
reorganization. Please note that retirement accounts are exempt from such tax
consequences.
WHERE CAN I GET MORE INFORMATION ABOUT THIS REORGANIZATION?
Contact Governor Funds at 1-800-766-3960, or contact your sales representative.
WHERE CAN I GET MORE INFORMATION ABOUT THE VISION GROUP OF FUNDS?
Contact Vision Funds at 1-800-836-2211. Additionally, we encourage you to
contact your financial advisor.
WHAT OTHER PROPOSALS AM I BEING ASKED TO VOTE ON?
As a result of the Bank Merger, the investment advisory agreement then in
effect between the Governor Funds and Martindale automatically terminated in
accordance with its terms and applicable law. Similarly, the investment
sub-advisory agreement then in effect between Martindale and Brinson Partners,
Inc. ("Brinson"), the sub-adviser to the International Equity Fund, also
terminated. Shareholders are now being asked to approve a new investment
advisory agreement with Martindale. In addition, shareholders of the
International Equity Fund are being asked to approve a new investment
sub-advisory agreement with Brinson. As to a particular Governor Fund, each new
agreement would be in effect until the date of the reorganization of that Fund.
GOVERNOR FUNDS
AGGRESSIVE GROWTH FUND
ESTABLISHED GROWTH FUND
INTERMEDIATE TERM INCOME FUND
INTERNATIONAL EQUITY FUND
LIFESTYLE CONSERVATIVE GROWTH FUND
LIFESTYLE GROWTH FUND
LIFESTYLE MODERATE GROWTH FUND
LIMITED DURATION GOVERNMENT SECURITIES FUND
PENNSYLVANIA MUNICIPAL BOND FUND
PRIME MONEY MARKET FUND
U.S. TREASURY OBLIGATIONS MONEY MARKET FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43218
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 13, 2000
A Special Meeting of Shareholders ("Special Meeting") of each series of
the Governor Funds listed above (each a "Governor Fund") will be held on
December 13, 2000, at 2:00 p.m., Eastern Time at the principal offices of the
Governor Funds, 3435 Stelzer Road, Columbus, Ohio 43218, for the following
purposes:
1. To approve a proposed Agreement and Plan of Reorganization ("Plan")1
between the Governor Funds, on behalf of each Governor Fund series, and the
Vision Group of Funds, on behalf of certain Vision Fund series (each a
"Vision Fund"), whereby the Vision Fund would acquire all or substantially
all of the assets and liabilities of a corresponding Governor Fund in
exchange solely for the Vision Fund's shares, to be distributed PRO RATA by
the Governor Fund to the holders of its shares, in complete liquidation of
the Governor Fund. (EACH GOVERNOR FUND TO VOTE SEPARATELY.)
2. To approve a new investment advisory agreement between the Governor Funds,
on behalf of each Governor Fund series ("New Advisory Agreement"), and
Martindale Andres & Company LLC ("Martindale"). (EACH GOVERNOR FUND TO VOTE
SEPARATELY.)
3. To approve a new investment sub-advisory agreement between Martindale, with
respect to the management of the International Equity Fund, and Brinson
Partners, Inc. (INTERNATIONAL EQUITY FUND SHAREHOLDERS ONLY WILL VOTE
SEPARATELY.)
4. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
The attached Prospectus/Proxy Statement provides more information
concerning the foregoing matters, including the transaction contemplated by the
Plan. A Form of the Plan is attached as Exhibit A.
Shareholders of record at the close of business on October 16, 2000 are
entitled to notice of, and (except for the S Shares class of Prime Money Market
Fund) to vote at, the Special Meeting or any adjournment thereof. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY RETURNING THE PROXY
CARD BY MAIL, OR BY VOTING BY TELEPHONE OR THE INTERNET. YOUR VOTE IS IMPORTANT.
By Order of the Board of Trustees,
/s/ Michael P. Malloy
Michael P. Malloy
Dated: November 13, 2000 SECRETARY
TO SECURE THE LARGEST POSSIBLE REPRESENTATION AND TO SAVE THE EXPENSE OF FURTHER
MAILINGS, PLEASE MARK YOUR PROXY CARD, SIGN IT, AND RETURN IT IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY ALSO
VOTE BY TELEPHONE OR THE INTERNET. YOU MAY REVOKE YOUR PROXY AT ANY TIME AT OR
BEFORE THE MEETING OR VOTE IN PERSON IF YOU ATTEND THE MEETING.
TABLE OF CONTENTS
Page
COVER PAGE...............................................................COVER
PROPOSAL 1: APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION.................3
SUMMARY..................................................................3
About the Proposed Reorganization....................................3
COMPARATIVE FEE TABLES............................................4
Comparison of Investment Objectives, Policies, Strategies and
Principal Risks of the Governor Funds and Vision Funds..............30
Comparison of Operations............................................57
INVESTMENT ADVISORY AGREEMENTS...................................57
SUB-ADVISORY AGREEMENTS..........................................59
PORTFOLIO MANAGERS...............................................60
ADMINISTRATIVE AND SHAREHOLDER SERVICES..........................63
DISTRIBUTION SERVICES............................................64
PURCHASE, EXCHANGE AND REDEMPTION PROCEDURES.....................65
DIVIDENDS AND OTHER DISTRIBUTIONS................................69
Tax Consequences....................................................70
INFORMATION ABOUT THE REORGANIZATION....................................70
Merger Between Keystone and M&T Corp................................70
Considerations by the Board of Trustees of the Governor Funds.......71
Description of the Plan of Reorganization...........................73
Description of Vision Fund Shares...................................74
Federal Income Tax Consequences.....................................75
Comparative Information on Shareholder Rights and Obligations.......75
CAPITALIZATION...................................................76
INFORMATION ABOUT THE VISION FUNDS AND THE GOVERNOR FUNDS...............79
Vision Funds........................................................79
Governor Funds......................................................80
PROPOSAL 2: APPROVAL OF A NEW ADVISORY AGREEMENT WITH MARTINDALE............80
INTRODUCTION............................................................80
Interim Advisory Agreement..........................................80
New Advisory Agreement..............................................81
BOARD CONSIDERATIONS....................................................82
COMPARISON OF THE PREVIOUS ADVISORY AGREEMENT AND NEW ADVISORY AGREEMENT82
Advisory Services...................................................82
Sub-Advisers........................................................83
Fees................................................................83
Payment of Expenses.................................................83
Brokerage...........................................................84
Limitation of Liability.............................................84
Continuance.........................................................85
Termination.........................................................85
ADDITIONAL INFORMATION REGARDING MARTINDALE.............................85
PROPOSAL 3: APPROVAL OF NEW SUB-ADVISORY AGREEMENT WITH BRINSON.............88
INTRODUCTION............................................................88
Interim Sub-Advisory Agreement......................................88
New Sub-Advisory Agreement..........................................89
BOARD CONSIDERATIONS....................................................90
COMPARISON OF THE PREVIOUS AGREEMENT AND NEW ADVISORY AGREEMENT.........90
Sub-Advisory Services...............................................91
Fees................................................................91
Payment of Expenses.................................................91
Brokerage...........................................................91
Limitation of Liability.............................................92
Continuance.........................................................93
Termination.........................................................93
ADDITIONAL INFORMATION REGARDING BRINSON................................93
VOTING INFORMATION..........................................................94
OUTSTANDING SHARES AND VOTING REQUIREMENTS..............................95
OTHER MATTERS..........................................................104
BOARD RECOMMENDATION...................................................105
EXHIBITS TO COMBINED PROSPECTUS/PROXY STATEMENT............................106
FORM OF AGREEMENT AND PLAN OF REORGANIZATION...........................133
VISION FUND PROSPECTUS....................................................
PROSPECTUS/PROXY STATEMENT
NOVEMBER 13, 2000
ACQUISITION OF THE ASSETS OF:
THE GOVERNOR FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43218
1-800-766-3960
BY AND IN EXCHANGE FOR
VISION GROUP OF FUNDS
VISION SMALL CAP STOCK FUND - CLASS A SHARES
VISION INTERMEDIATE TERM BOND FUND - CLASS A SHARES
VISION INTERNATIONAL EQUITY FUND - CLASS A SHARES
VISION LARGE CAP CORE FUND - CLASS A SHARES
VISION INSTITUTIONAL LIMITED DURATION U.S. GOVERNMENT FUND
VISION MANAGED ALLOCATION FUND - AGGRESSIVE GROWTH - CLASS A SHARES
VISION MANAGED ALLOCATION FUND - CONSERVATIVE GROWTH - CLASS A SHARES
VISION MANAGED ALLOCATION FUND - MODERATE GROWTH - CLASS A SHARES
VISION PENNSYLVANIA MUNICIPAL INCOME FUND - CLASS A SHARES
VISION INSTITUTIONAL PRIME MONEY MARKET FUND
VISION TREASURY MONEY MARKET FUND - CLASS A SHARES
5800 CORPORATE DRIVE
PITTSBURGH, PA 15237-7000
1-800-341-7400
This Prospectus/Proxy Statement describes a proposed Agreement and Plan of
Reorganization (the "Plan") related to your Governor Fund pursuant to which you
would receive shares of one of the mutual fund series of the Vision Group of
Funds listed above (each a "Vision Fund" and together the "Vision Funds") in
exchange for the shares of the Governor Fund you currently own. Each Vision Fund
and each Governor Fund is a portfolio of securities of an open-end management
investment company. Each Vision Fund is advised by Manufacturers and Traders
Trust Company ("M&T Bank"), the principal banking subsidiary of M&T Bank
Corporation ("M&T Corp."). Each Governor Fund is advised by Martindale Andres &
Company LLC ("Martindale"), which is also a subsidiary of M&T Corp. If the Plan
is approved with respect to your Governor Fund, the Vision Fund will acquire all
or substantially all of the assets and liabilities of the Governor Fund, which
has either identical or substantially similar investment objectives and
investment policies and strategies, and Vision Fund shares will be distributed
PRO RATA by each Governor Fund to the holders of its shares, in complete
liquidation of the Governor Fund. In accordance with the terms of the Plan, each
Governor Fund shareholder will become the owner of the Vision Fund's shares
having a total net asset value equal to the total net asset value of such
shareholder's holdings in the Governor Fund. For the name of the Vision Fund
into which your Governor Fund would be reorganized and, if applicable, the name
of the class of shares that you would receive in the reorganization, please see
"Summary - About the Proposed Reorganization." For a comparison of the
investment objectives, policies, strategies and principal risks of the Governor
Fund and the Vision Fund into which your Governor Fund would be reorganized, see
"Summary - Comparison of Investment Objectives, Policies, Strategies and
Principal Risks of the Governor Funds and the Vision Funds."2
THE BOARD OF TRUSTEES OF THE GOVERNOR FUNDS UNANIMOUSLY
RECOMMENDS APPROVAL OF THE PLAN.
Shareholders are also being asked to approve a new investment advisory
agreement ("New Advisory Agreement") between the Governor Funds, on behalf of
each Governor Fund, and Martindale ("New Advisory Agreement"), each Fund's
current investment adviser, with substantially the same terms, conditions and
fees as the previous advisory agreement between Martindale and the Governor
Funds, on behalf of each Governor Fund. For each Governor Fund, the New Advisory
Agreement will be in effect for the period of time between the date the
shareholders of that Governor Fund approve the New Advisory Agreement until the
date of the Reorganization of the Fund (currently anticipated to occur on or
about December 18, 2000).
THE BOARD OF TRUSTEES OF THE GOVERNOR FUNDS UNANIMOUSLY
RECOMMENDS APPROVAL OF THE NEW ADVISORY AGREEMENT.
Shareholders of the International Equity Fund are being asked to approve a
new investment sub-advisory agreement ("New Sub-Advisory Agreement") between
Martindale and Brinson Partners, Inc. ("Brinson"), the current sub-adviser to
the International Equity Fund, with substantially the same terms, conditions and
fees as the previous investment sub-advisory agreement between Martindale and
Brinson. The New Sub-Advisory Agreement will be in effect for the period of time
between the date the shareholders of the International Equity Fund approve the
New Sub-Advisory Agreement until the date of the Reorganization of the
International Equity Fund (currently anticipated to occur on or about December
18, 2000).
THE BOARD OF TRUSTEES OF THE GOVERNOR FUNDS UNANIMOUSLY
RECOMMENDS APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT.
You should retain this Prospectus/Proxy Statement, dated November 13, 2000,
for future reference. It sets forth concisely the information about each Vision
Fund that a prospective investor should know before investing. This
Prospectus/Proxy Statement is accompanied by the Prospectus of the Vision Fund
into which your Governor Fund would be reorganized (dated November 8, 2000),
which is incorporated herein by reference. Statements of Additional Information
for each Vision Fund (one relating to the Vision Fund's Prospectus, which is
dated November 8, 2000, and a second one relating to this Prospectus/Proxy
Statement, which is dated November 13, 2000), all containing additional
information, have been filed with the Securities and Exchange Commission ("SEC")
and are incorporated herein by reference. Copies of the Statements of Additional
Information may be obtained without charge by writing or calling The Vision
Group of Funds at the address and telephone number shown above.
Prospectuses dated October 30, 2000, and a Statement of Additional
Information, dated October 30, 2000, relating to the Governor Funds, have been
filed with the SEC and are incorporated herein by reference. The Annual Report
to Shareholders of the Governor Funds, dated June 30, 2000, has also been filed
with the SEC and is incorporated herein by reference. You may request a copy of
the Prospectus and Statement of Additional Information relating to the Governor
Funds without charge by writing or calling the Governor Funds at the address and
telephone number shown above.
This Prospectus/Proxy Statement will first be mailed to shareholders on or
about November 14, 2000.
THE SHARES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT ARE NOT DEPOSITS OR
OBLIGATIONS OF ANY BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD,
OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT
RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES, OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
PROPOSAL 1: APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION
SUMMARY
This summary is qualified in its entirety by reference to the additional
information contained elsewhere in this Prospectus/Proxy Statement, the
Prospectus and Statement of Additional Information of each Vision Fund, the
Prospectus and Statement of Additional Information of each Governor Fund, and
the Plan. A Form of the Plan is attached to this Prospectus/Proxy Statement as
Exhibit A.
ABOUT THE PROPOSED REORGANIZATION
The Board of Trustees of the Governor Funds, of which each Governor Fund is
a series, has voted to recommend approval of the Plan to shareholders of each
Fund. Under the Plan, each Vision Fund would acquire all or substantially all of
the assets and liabilities of the corresponding Governor Fund in exchange for
the Vision Fund's shares to be distributed PRO RATA by the Governor Fund to its
shareholders in complete liquidation and dissolution of the Governor Fund (the
"Reorganization"). As a result of the Reorganization, each shareholder of a
Governor Fund would become the owner of a Vision Fund's shares having a total
net asset value equal to the total net asset value of such shareholder's
holdings in the Governor Fund on the date of the Reorganization.
As a condition to the Reorganization, each Vision Fund and corresponding
Governor Fund will receive an opinion of counsel that the Reorganization will be
considered a tax-free "reorganization" under applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), so that neither the
Vision Fund nor the Governor Fund nor the shareholders of the Governor Fund will
recognize any gain or loss. The tax basis of the Vision Fund's shares received
by Governor Fund shareholders would be the same as the tax basis of their shares
in the Governor Fund. After the Reorganization is completed, each Governor Fund
would be dissolved.
The following chart shows the Vision Fund into which each Governor Fund
would be reorganized if the Reorganization is approved, and, if applicable, the
name of the class of shares of the Vision Fund you would receive in the
Reorganization. The chart is arranged alphabetically according to the name of
the Governor Fund.
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Aggressive Growth Fund would be Vision Small Cap Stock Fund*
(Investor Shares) reorganized into (Class A Shares)
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Established Growth Fund would be Vision Large Cap Core Fund**
(Investor Shares) reorganized into (Class A Shares)
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Intermediate Term Income would be Vision Intermediate Term
Fund reorganized into Bond Fund*
(Investor Shares) (Class A Shares)
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International Equity Fund would be Vision International Equity
(Investor Shares) reorganized into Fund*
(Class A Shares)
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Lifestyle Conservative would be Vision Managed Allocation
Growth Fund reorganized into Fund - Conservative Growth*
(Investor Shares) (Class A Shares)
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Lifestyle Growth Fund would be Vision Managed Allocation
(Investor Shares) reorganized into Fund - Aggressive Growth*
(Class A Shares)
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Lifestyle Moderate Growth would be Vision Managed Allocation
Fund reorganized into Fund - Moderate Growth*
(Investor Shares) (Class A Shares)
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Limited Duration would be Vision Institutional Limited
Government Securities Fund reorganized into Duration U.S. Government
(Investor Shares) Fund*
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Pennsylvania Municipal would be Vision Pennsylvania
Bond Fund reorganized into Municipal Income Fund*
(Investor Shares) (Class A Shares)
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Prime Money Market Fund would be Vision Institutional Prime
(Investor Shares) reorganized into Money Market Fund*
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U.S. Treasury Obligations would be Vision Treasury Money Market
Money Market Fund reorganized into Fund
(Investor Shares) (Class A Shares)
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* THIS FUND HAS RECENTLY BEEN ORGANIZED FOR THE PURPOSE OF CONTINUING THE
INVESTMENT OPERATIONS OF THE CORRESPONDING GOVERNOR FUND, AND HAS NO ASSETS
OR PRIOR HISTORY OF INVESTMENT OPERATIONS.
** THIS FUND WAS ORGANIZED EARLIER THIS YEAR AND BECAME EFFECTIVE ON JUNE 30,
2000, BUT IS NOT SCHEDULED TO COMMENCE OPERATIONS PRIOR TO THE
REORGANIZATION.
COMPARATIVE FEE TABLES
The Governor Funds, like all mutual funds, incur certain expenses in their
operations and, as a shareholder of a Governor Fund, you pay these expenses
indirectly. The Vision Funds also incur expenses in their operations. The
expenses include management fees, as well as the costs of maintaining accounts,
administration, providing shareholder liaison services and distribution
services, and other activities. The following tables compare the expenses paid
by the Governor Funds with the expenses that you would incur indirectly as a
shareholder of the Vision Fund into which your shares would be exchanged. The
tables also include any shareholder fees which would be paid directly from your
investment. YOU WILL NOT BE CHARGED ANY SALES LOADS FOR ACQUIRING SHARES OF THE
VISION FUND IN EXCHANGE FOR SHARES OF THE GOVERNOR FUND YOU CURRENTLY OWN IN THE
REORGANIZATION. After taking into account the contractual fee waivers and
expense limitations of the Vision Funds that will be in effect for a one-year
period starting from the Closing of the Reorganization (as described under
"Description of the Plan of Reorganization"), and the expiration on October 31,
2000, of the contractual fee waivers that were in effect for the Governor Funds,
while there can be no assurances, the various fees and expense ratios to be
incurred by a Vision Fund after the proposed Reorganization generally are
expected to be lower than those currently incurred by the corresponding Governor
Fund. The only exception is the Vision Pennsylvania Municipal Income Fund's
annual operating expenses (which are expected to be higher by 0.03%).
A comparison of fees is provided in the following tables. In the case of
the Governor Funds, because the contractual fee waivers and reimbursements that
had been in place with respect to the Governor Funds ended on October 31, 2000,
those waivers and reimbursements are disclosed in the footnotes to the fee table
instead of the body of the table. In the case of each Vision Fund, various
contractual fee waivers and expense reimbursements will be in place for the
one-year period starting from the Closing of the Reorganization. All of these
contractual fee waivers and reimbursements are reflected in the body of the fee
table instead of in the footnotes. The following comparative fee tables are
arranged alphabetically according to the name of the Governor Fund.
This table describes the fees and expenses of the Class A Shares of the
VISION SMALL CAP STOCK FUND, a new series, as well as PRO FORMA fees and
expenses after giving effect to the Reorganization, and describes the fees and
expenses of the Investor Shares of the GOVERNOR AGGRESSIVE GROWTH FUND for its
most recent fiscal year end (June 30, 2000).
<TABLE>
<CAPTION>
VISION SMALL GOVERNOR VISION
CAP STOCK FUND AGGRESSIVE PRO FORMA
(CLASS A GROWTH ESTIMATED
SHARES) 1 FUND COMBINED
(INVESTOR
SHARES)
<S> <C> <C> <C>
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50%2 5.50% 5.50%2
</TABLE>
ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee................................................... 0.85%
1.00%............................................................ 0.85%
Distribution (12b-1) Fee......................................... 0.25%3
None............................................................. 0.25%3
Shareholder Services Fee......................................... 0.25%4
None7............................................................ 0.25%4
Other Expenses................................................... 0.28%5
0.40%7........................................................... 0.28%5
Total Annual Fund Operating Expenses............................. 1.63%
1.40%8........................................................... 1.63%
Total Waivers of Fund Expenses................................... 0.30%6
N/A8............................................................. 0.30%6
Total Annual Fund Operating Expenses (After Waivers)............. 1.33%
1.40%............................................................ 1.33%
1 To date, the Vision Small Cap Stock Fund has had no operations.
2 The Vision Small Cap Stock Fund's Class A Shares typically have a maximum
sales charge of 5.50%. However, holders of the Governor Aggressive Growth Fund's
Investor Shares will not be charged a sales charge when receiving Vision Small
Cap Stock Fund shares in connection with the Reorganization nor will they be
charged a sales charge if they decide to exchange their shares of the Vision
Small Cap Stock Fund for another Vision mutual fund.
3 Pursuant to a contractual agreement with the Fund's distributor, the
Vision Small Cap Stock Fund will not pay or accrue the Distribution (12b-1) Fee
for Class A Shares for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000. If
the Fund were to accrue or pay the Distribution Fee, it would be able to pay up
to 0.25% of its average daily net assets as noted in the table.
4 Pursuant to a contractual agreement with the Fund's administrator, the
Vision Small Cap Stock Fund will pay and accrue the Shareholder Services Fee for
Class A Shares in an amount equal to 0.20% of the Fund's average daily net
assets for a one-year period starting from the Closing of the Reorganization,
which is anticipated to occur on or about December 18, 2000. The Fund will not
accrue or pay the remaining 0.05% of the Shareholder Services Fee for that time
period.
5 Other Expenses are based on an estimated amount for the fiscal year
ending April 30, 2001.
6 As stated in notes 3 and 4, the Vision Small Cap Stock Fund will not
accrue or pay the Distribution (12b-1) Fee and will accrue or pay only a portion
of the Shareholder Services Fee pursuant to a contractual agreement for a
one-year period starting from the Closing of the Reorganization, which is
anticipated to occur on or about December 18, 2000.
7 Other Expenses include administration fees, transfer agency fees, and all
other ordinary operating expenses not listed above, and the payment of a
servicing fee to various banks, trust companies, broker-dealers (other than the
Governor Aggressive Growth Fund's distributor) and other financial institutions
("Servicing Organizations") under an Administration Services Plan up to an
annual rate of 0.25% of the daily net assets of the Fund shares owned by the
shareholders with whom the Service Organization has a servicing relationship.
Some of these expenses could be characterized as Shareholder Services Fees but
the current Prospectus of the Fund includes these expenses under the heading
Other Expenses. The Fund's adviser and administrators were contractually
committed to waive a portion of their fees until October 31, 2000.
8 As stated in note 7, the Governor Aggressive Growth Fund's adviser and
administrators waived certain amounts until October 31, 2000. These waivers are
shown below along with the net expenses the Fund ACTUALLY PAID until October 31,
2000.
Total Waivers of Fund Expenses.......................................... 0.34%
Total Actual Annual Fund Operating Expenses (After Waivers)............. 1.06%
This table describes the fees and expenses of the Class A Shares of the
VISION LARGE CAP CORE FUND, a new series, as well as PRO FORMA fees and expenses
after giving effect to the Reorganization, and describes the fees and expenses
of the Investor Shares of the GOVERNOR ESTABLISHED GROWTH FUND for its most
recent fiscal year end (June 30, 2000).
<TABLE>
<CAPTION>
VISION LARGE GOVERNOR VISION
CAP CORE FUND ESTABLISHEDPRO FORMA
(CLASS A GROWTH ESTIMATED
SHARES) 1 FUND COMBINED
(INVESTOR
SHARES)
<S> <C> <C> <C>
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50%2 5.50% 5.50%2
</TABLE>
ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee............................................0.85%
0.75%.....................................................0.85%
Distribution (12b-1) Fee..................................0.25%3
None......................................................0.25%3
Shareholder Services Fee..................................0.25%4
None7.....................................................0.25%4
Other Expenses............................................0.22%5
0.38%7....................................................0.22%5
Total Annual Fund Operating Expenses......................1.57% 1.13%8
1.57%
Total Waiver of Fund Expenses.............................0.50%6 N/A
0.50%6
Total Annual Fund Operating Expenses (After Waivers) .....1.07% 1.13%8
1.07%
1 Since its inception on June 20, 2000, the Vision Large Cap Core Fund has
had no operations.
2 The Vision Large Cap Core Fund Class A Shares typically have a maximum
sales charge of 5.50%. However, shareholders of the Governor Established Growth
Fund's Investor Shares will not be charged a sales charge when receiving Vision
Large Cap Core Fund shares in connection with the Reorganization nor will they
be charged a sales charge if they decide to exchange those shares of the Vision
Large Cap Core Fund for another Vision mutual fund.
3 Pursuant to a contractual agreement with the Fund's distributor, the
Vision Large Cap Core Fund will not pay or accrue the Distribution (12b-1) Fee
for Class A Shares for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000. If
the Fund were to accrue or pay the Distribution Fee, it would be able to pay up
to 0.25% of its average daily net assets as noted in the table.
4 Pursuant to a contractual agreement with the Fund's administrator, the
Vision Large Cap Core Fund will not pay or accrue the Shareholder Services Fee
for Class A Shares for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000. If
the Fund were to accrue or pay the Shareholder Services Fees, it would be able
to pay up to 0.25% of its average daily net assets as noted in the table.
5 Other Expenses are based on an estimated amount for the fiscal year
ending April 30, 2001.
6 As stated in notes 3 and 4, the Vision Large Cap Core Fund will not
accrue or pay the Distribution (12b-1) or Shareholder Services Fee pursuant to a
contractual agreement for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000.
7 Other Expenses include administration fees, transfer agency fees and all
other ordinary operating expenses not listed above, and the payment of a
servicing fee to various banks, trust companies, broker-dealers (other than the
Governor Established Growth Fund's distributor) and other financial institutions
("Service Organizations") under an Administrative Services Plan up to an annual
rate of 0.25% of the daily net assets of the Fund shares owned by the
shareholders with whom the Service Organization has a servicing relationship.
Some of these expenses could be characterized as Shareholder Services Fees but
the current Prospectus of the Fund includes these expenses under the heading
Other Expenses. The Fund's adviser and administrators were contractually
committed to waive a portion of their fees until October 31, 2000.
8 As stated in note 7, the Governor Established Growth Fund's adviser and
administrators waived certain amounts until October 31, 2000. These waivers are
shown below along with the net expenses the Fund ACTUALLY PAID until October 31,
2000.
Total Waivers of Fund Expenses.......................................... 0.19%
Total Actual Annual Fund Operating Expenses (After Waivers)............. 0.94%
This table describes the fees and expenses of the Class A Shares of the VISION
INTERMEDIATE TERM BOND FUND, a new series, as well as PRO FORMA fees and
expenses after giving effect to the Reorganization, and describes the fees and
expenses of the Investor Shares of the GOVERNOR INTERMEDIATE TERM INCOME FUND
for its most recent fiscal year end (June 30, 2000).
<TABLE>
<CAPTION>
VISION GOVERNOR VISION
INTERMEDIATE INTERMEDIATPRO FORMA
TERM BOND FUND TERM ESTIMATED
(CLASS A INCOME COMBINED
SHARES) 1 FUND
(INVESTOR
SHARES)
<S> <C> <C> <C>
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.50%2 4.50% 4.50%2
</TABLE>
ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee.................................................... 0.70%3
0.60%............................................................. 0.70%3
Distribution (12b-1) Fee.......................................... 0.25%4
None.............................................................. 0.25%4
Shareholder Services Fee.......................................... 0.25%5
None8............................................................. 0.25%5
Other Expenses.................................................... 0.24%6
0.29%8............................................................ 0.24%6
Total Annual Fund Operating Expenses.............................. 1.44%
0.89%9............................................................ 1.44%
Total Waivers of Fund Expenses.................................... 0.73%7
N/A9.............................................................. 0.73%7
Total Annual Fund Operating Expenses (After Waivers).............. 0.71%
0.89%............................................................. 0.71%
1 To date, the Vision Intermediate Term Bond Fund has had no operations.
2 The Vision Intermediate Term Bond Fund's Class A Shares typically have a
maximum sales charge of 4.50%. However, holders of the Governor Intermediate
Term Income Fund's Investor Shares will not be charged a sales charge when
receiving Vision Intermediate Term Bond Fund Class A Shares in connection with
the Reorganization nor will they be charged a sales charge if they decide to
exchange their Class A Shares of the Vision Intermediate Term Bond Fund for
another Vision mutual fund.
3 The Fund's adviser has agreed to contractually waive a portion of the
Management Fee. The Management Fee paid by the Fund (after the waiver) will not
exceed 0.47% for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000.
4 Pursuant to a contractual agreement with the Fund's distributor, the
Vision Intermediate Term Bond Fund will not pay or accrue the Distribution
(12b-1) Fee for Class A Shares for a one-year period starting from the Closing
of the Reorganization, which is anticipated to occur on or about December 18,
2000. If the Fund were to accrue or pay the Distribution Fee, it would be able
to pay up to 0.25% of its average daily net assets as noted in the table.
5 Pursuant to a contractual agreement with the Fund's administrator, the
Vision Intermediate Term Bond Fund will not pay or accrue the Shareholder
Services Fee for Class A Shares for a one-year period starting from the Closing
of the Reorganization, which is anticipated to occur on or about December 18,
2000. If the Fund were to accrue or pay the Shareholder Services Fee, it would
be able to pay up to 0.25% of its average daily net assets as noted in the
table.
6 Other Expenses are based on an estimated amount for the fiscal year
ending April 30, 2001.
7 As stated in notes 3, 4 and 5, the Vision Intermediate Term Bond Fund's
adviser has agreed to contractually waive a portion of its Management Fee and
the Fund will not accrue or pay the Distribution (12b-1) Fee or Shareholder
Services Fee pursuant to a contractual agreement for a one-year period starting
from the Closing of the Reorganization, which is anticipated to occur on or
about December 18, 2000.
8 Other Expenses include administration fees, transfer agency fees and all
other ordinary operating expenses not listed above, and the payment of a
servicing fee to various banks, trust companies, broker-dealers (other than the
Governor Intermediate Term Income Fund's distributor) and other financial
institutions ("Service Organizations") under an Administrative Services Plan up
to an annual rate of 0.25% of the daily net assets of the Fund shares owned by
the shareholders with whom the Service Organization has a servicing
relationship. Some of these expenses could be characterized as Shareholder
Services Fees but the current Prospectus of the Fund includes these expenses
under the heading Other Expenses. The Fund's adviser and administrators were
contractually committed to waive a portion of their fees until October 31, 2000.
9 As stated in note 8, the Governor Intermediate Term Income Fund's adviser
and administrators waived certain amounts until October 31, 2000. These waivers
are shown below along with the net expenses the Fund ACTUALLY PAID until October
31, 2000.
Total Waivers of Fund Expenses.......................................... 0.33%
Total Actual Annual Fund Operating Expenses (After Waivers)............. 0.56%
This table describes the fees and expenses of the Class A Shares of the VISION
INTERNATIONAL EQUITY FUND, a new series, as well as PRO FORMA fees and expenses
after giving effect to the Reorganization, and describes the fees and expenses
of the Investor Shares of the GOVERNOR INTERNATIONAL EQUITY FUND for its most
recent fiscal year end (June 30, 2000).
<TABLE>
<CAPTION>
VISION GOVERNOR VISION
INTERNATIONAL INTERNATIONALPRO FORMA
EQUITY FUND EQUITY FUND ESTIMATED
(CLASS A (INVESTOR COMBINED
SHARES) 1 SHARES)
SHAREHOLDER FEES
<S> <C> <C> <C>
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50%2 5.50% 5.50%2
</TABLE>
ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee.................................................... 1.00%3
1.25%............................................................. 1.00%3
Distribution (12b-1) Fee.......................................... 0.25%4
None.............................................................. 0.25%4
Shareholder Services Fee.......................................... 0.25%
None7............................................................. 0.25%
Other Expenses.................................................... 0.56%5
0.60%7............................................................ 0.56%5
Total Annual Fund Operating Expenses.............................. 2.06%
1.85%8............................................................ 2.06%
Total Waivers of Fund Expenses.................................... 0.35%6
N/A8.............................................................. 0.35%6
Total Annual Fund Operating Expenses (After Waivers).............. 1.71%
1.85%............................................................. 1.71%
1 To date, the Vision International Equity Fund has had no operations.
2 The Vision International Equity Fund's Class A Shares typically have a
maximum sales charge of 5.50%. However, holders of the Governor International
Equity Fund's Investor Shares will not be charged a sales charge when receiving
their Vision International Equity Fund Class A Shares in connection with the
Reorganization nor will they be charged a sales charge if they decide to
exchange their Class A Shares of the Vision International Equity Fund for
another Vision mutual fund.
3 The Fund's adviser has contractually agreed to waive a portion of the
Management Fee. The Management Fee paid by the Fund (after the waiver) will not
exceed 0.90% for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000.
4 Pursuant to a contractual agreement with the Fund's distributor, the
Vision International Equity Fund will not pay or accrue the Distribution (12b-1)
Fee for Class A Shares for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000. If
the Fund were to accrue or pay the Distribution Fee, it would be able to pay up
to 0.25% of its average daily net assets as noted in the table.
5 Other Expenses are based on an estimated amount for the fiscal year
ending April 30, 2001.
6 As stated in notes 3 and 4, the Vision International Equity Fund's
adviser has contractually agreed to waive a portion of the Fund's Management Fee
and the Fund will not accrue or pay the Distribution (12b-1) Fee pursuant to a
contractual agreement for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000.
7 Other Expenses include administration fees, transfer agency fees and all
other ordinary operating expenses not listed above, and the payment of a
servicing fee to various banks, trust companies, broker-dealers (other than the
Governor International Equity Fund's distributor) and other financial
institutions ("Servicing Organizations") under an Administration Services Plan
up to an annual rate of 0.25% of the daily net assets of the Fund shares owned
by the shareholders with whom the Service Organization has a servicing
relationship. Some of these expenses could be characterized as Shareholder
Services Fees but the current Prospectus of the Fund includes these expenses
under the heading Other Expenses. The Fund's adviser and administrators were
contractually committed to waive a portion of their fees until October 31, 2000.
8 As stated in note 7, the Governor International Equity Fund's adviser and
administrators waived certain amounts until October 31, 2000. These waivers are
shown below along with the net expenses the Fund ACTUALLY PAID until October 31,
2000.
Total Waivers of Fund Expenses.......................................... 0.88%
Total Actual Annual Fund Operating Expenses (After Waivers)............. 0.97%
This table describes the fees and expenses of the Class A Shares of the VISION
MANAGED ALLOCATION FUND - CONSERVATIVE GROWTH, a new fund, as well as PRO FORMA
fees and expenses after giving effect to the Reorganization, and describes the
fees and expenses of the Investor Shares of the GOVERNOR LIFESTYLE CONSERVATIVE
GROWTH FUND for its most recent fiscal year end (June 30, 2000).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
VISION GOVERNOR VISION
MANAGED LIFESTYLE PRO FORMA
ALLOCATION CONSERVATIVE ESTIMATED
FUND - GROWTH COMBINED
CONSERVATIVE FUND
GROWTH (CLASS (INVESTOR
A SHARES) 1 SHARES)
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.00%2 4.50% 5.00%2
</TABLE>
ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee......................................................... 0.25%3
0.25%.................................................................. 0.25%3
Distribution (12b-1) Fee............................................... 0.25%4
0.50%8..................................................................0.25%4
Shareholder Services Fee............................................... 0.25%5
None9...................................................................0.25%5
Other Expenses......................................................... 38.07%6
24.81%9.................................................................38.07%6
Total Annual Fund Operating Expenses.................................... 38.82%
25.56%10................................................................38.82%10
Total Waivers and Reimbursements of Fund Expenses....................... 37.82%7
N/A10....................................................................37.82%7
Total Annual Fund Operating Expenses (After Waivers and Reimbursements). 1.00%
25.56%.................................................................. 1.00%
1 To date, the Vision Managed Allocation Fund - Conservative Growth has had
no operations.
2 The Vision Managed Allocation Fund - Conservative Growth Class A Shares
typically have a maximum sales charge of 5.00%. However, shareholders of the
Governor Lifestyle Conservative Growth Fund's Investor Shares will not be
charged a sales charge when receiving Vision Managed Allocation Fund -
Conservative Growth Class A Shares in connection with the Reorganization nor
will they be charged a sales charge if they decide to exchange their shares of
the Vision Managed Allocation Fund - Conservative Growth for another Vision
mutual fund.
3 The Vision Managed Allocation Fund - Conservative Growth's adviser has
contractually agreed to waive the entire Management Fee for a one-year period
starting from the Closing of the Reorganization, which is anticipated to occur
on or about December 18, 2000. In addition, the adviser has contractually agreed
to reimburse certain operating expenses of this Fund's Class A Shares so that
the annual fund operating expenses do not exceed 1.00% for a one-year period,
starting from the Closing of the Reorganization.
4 Pursuant to a contractual agreement with the Fund's distributor, the
Vision Managed Allocation Fund - Conservative Growth will not pay or accrue the
Distribution (12b-1) Fee for Class A Shares for a one-year period starting from
the Closing of the Reorganization, which is anticipated to occur on or about
December 18, 2000. If the Fund were to accrue or pay the Distribution Fee, it
would be able to pay up to 0.25% of its average daily net assets as noted in the
table.
5 Pursuant to contractual expense limitations stated in note 3, the Vision
Managed Allocation Fund - Conservative Growth does not expect to pay or accrue
the Shareholder Services Fee for Class A Shares for a one-year period starting
from the Closing of the Reorganization, which is anticipated to occur on or
about December 18, 2000. If the Fund were to accrue or pay the Shareholder
Services Fee, it would be able to pay up to 0.25% of its average daily net
assets as noted in the table.
6 Other Expenses are based on an estimated amount for the fiscal year
ending April 30, 2001. 7 As stated in notes 3, 4 and 5, the Vision Managed
Allocation Fund - Conservative Growth's adviser agreed to contractually waive
the entire Management Fee and reimburse certain Fund operating expenses, and the
Fund will not accrue or pay the Distribution (12b-1) Fee and does not expect to
pay or accrue the Shareholder Services Fee pursuant to such agreements for a
one-year period starting from the Closing of the Reorganization, which is
anticipated to occur on or about December 18, 2000.
8 Long-term shareholders of the Governor Lifestyle Conservative Growth Fund
may pay more than the maximum front-end sales charge permitted by the National
Association of Securities Dealers Regulation, Inc., due to the recurring nature
of 12b-1 fees.
9 Other Expenses include administration fees, transfer agency fees and all
other ordinary operating expenses not listed above, and the payment of a
servicing fee to various banks, trust companies, broker-dealers (other than the
Governor Lifestyle Conservative Growth Fund's distributor) and other financial
institutions ("Service Organizations") under an Administrative Services Plan up
to an annual rate of 0.25% of the daily net assets of the Fund shares owned by
the shareholders with whom the Service Organization has a servicing
relationship. Some of these expenses could be characterized as Shareholder
Services Fees but the current Prospectus of the Fund includes these expenses
under the heading Other Expenses. Other Expenses also include expenses for the
underlying funds. Expenses for the underlying funds of the Fund are based upon
the strategic allocation of the Fund's investment in the underlying funds and
upon the actual total operating expenses of the underlying funds (including any
current waivers and expense limitations of the underlying funds). The net annual
operating expenses for the underlying funds for the fiscal year or period ended
June 30, 2000, were 0.47%, 0.69%, 0.61%, 0.56%, 0.94%, 1.06%, and 0.97% for the
Governor Prime Money Market, Governor U.S. Treasury Obligations Money Market,
Governor Limited Duration Government Securities, Governor Intermediate Term
Income, Governor Established Growth, Governor Aggressive Growth and Governor
International Equity Funds, respectively. Actual underlying fund expenses
incurred by the Fund may vary with changes in the allocation of the Fund's
assets among the underlying funds and with other events that directly affect the
expenses of the underlying funds.
10 The Governor Lifestyle Conservative Growth Fund's adviser and
administrators waived a portion of their respective fees until October 31, 2000,
pursuant to a contract with the Fund dated October 29, 1999. The Fund's adviser
had contractually agreed to reimburse expenses until October 31, 2000 to the
extent necessary to prevent the Fund's net annual fund operating expenses,
excluding the expenses for the underlying funds, from exceeding 1.65%. This
expense reimbursement obligation was also pursuant to the contract with the Fund
dated October 29, 1999. In addition, the Fund's adviser has voluntarily agreed
to extend this 1.65% expense limitation after October 31, 2000, but the adviser
may end this voluntary expense limitation at any time at its discretion.
Total Waivers of Fund Expenses.......................................... 23.91%
Total Actual Annual Fund Operating Expenses (After Waivers and Reimbursements)
1.65%
This table describes the fees and expenses of the Class A Shares of the VISION
MANAGED ALLOCATION FUND - AGGRESSIVE GROWTH, a new series, as well as PRO FORMA
fees and expenses after giving effect to the Reorganization, and describes the
fees and expenses of Investor Shares of the GOVERNOR LIFESTYLE GROWTH FUND for
its most recent fiscal year end (June 30, 2000).
<TABLE>
<CAPTION>
VISION MANAGED GOVERNOR VISION
ALLOCATION LIFESTYLE PRO FORMA
FUND - GROWTH ESTIMATED
AGGRESSIVE FUND COMBINED
GROWTH (CLASS (INVESTOR
A SHARES) 1 SHARES)
SHAREHOLDER FEES
<S> <C> <C> <C>
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.00%2 4.50% 5.00%2
ANNUAL FUND OPERATING EXPENSES
</TABLE>
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee............................................................0.25%3
0.25%.....................................................................0.25%3
Distribution (12b-1) Fee..................................................0.25%4
0.50%8....................................................................0.25%4
Shareholder Services Fee..................................................0.25%5
None9.....................................................................0.25%5
Other Expenses............................................................7.91%6
8.78%9....................................................................7.91%6
Total Annual Fund Operating Expenses......................................8.66%
9.54%10...................................................................8.66%
Total Waivers and Reimbursements of Fund Expenses.........................7.66%7
N/A10.....................................................................7.66%7
Total Annual Fund Operating Expenses (After Waivers and Reimbursements)... 1.00%
9.54%..................................................................... 1.00%
1 To date, the Vision Managed Allocation Fund - Aggressive Growth has had
no operations.
2 The Vision Managed Allocation Fund - Aggressive Growth Class A Shares
typically have a maximum sales charge of 5.00%. However, Governor Lifestyle
Growth Fund Investor Shares shareholders will not be charged a sales charge when
receiving your Vision Managed Allocation Fund - Aggressive Growth Class A Shares
in connection with the Reorganization nor will they be charged a sales charge if
they decide to exchange their shares of the Vision Fund for another Vision
mutual fund.
3 The Vision Managed Allocation Fund - Aggressive Growth's adviser has
contractually agreed to waive the entire Management Fee for a one-year period
starting from the Closing of the Reorganization, which is anticipated to occur
on or about December 18, 2000. In addition, the adviser has contractually agreed
to reimburse certain operating expenses of this Fund's Class A Shares so that
the annual fund operating expenses do not exceed 1.00% for a one-year period,
starting from the Closing of the Reorganization.
4 Pursuant to a contractual agreement with the Fund's distributor, the
Vision Managed Allocation Fund - Aggressive Growth will not pay or accrue
Distribution (12b-1) Fees for Class A Shares for a one-year period starting from
the Closing of the Reorganization, which is anticipated to occur on or about
December 18, 2000. If the Fund were to accrue or pay the Distribution Fee, it
would be able to pay up to 0.25% of its average daily net assets as noted in
this table.
5 Pursuant to the contractual expense limitations stated in note 3, the
Vision Managed Allocation Fund - Aggressive Growth does not expect to pay or
accrue the Shareholder Services Fees for Class A Shares for a one-year period
starting from the Closing of the Reorganization, which is anticipated to occur
on or about December 18, 2000. If the Fund were to accrue or pay the Shareholder
Services Fees, it would be able to pay up to 0.25% of its average daily net
assets as noted in this table.
6 Other Expenses are based on an estimated amount for the fiscal year
ending April 30, 2001.
7 As stated in notes 3, 4 and 5, the Vision Managed Allocation Fund -
Aggressive Growth's adviser agrees to contractually waive the entire Management
Fee and reimburse certain Fund operating expenses, and the Fund will not accrue
or pay the Distribution (12b-1) Fee and does not expect to pay or accrue the
Shareholder Services Fee pursuant to such agreements for a one-year period
starting from the Closing of the Reorganization, which is anticipated to occur
on or about December 18, 2000.
8 Long-term shareholders of the Governor Lifestyle Growth Fund may pay more
than the maximum front-end sales charge permitted by the National Association of
Securities Dealers Regulation, Inc., due to the recurring nature of 12b-1 fees.
9 Other Expenses include administration fees, transfer agency fees and all
other ordinary operating expenses not listed above, and the payment of a
servicing fee to various banks, trust companies, broker-dealers (other than the
Governor Lifestyle Growth Fund's distributor) and other financial institutions
("Service Organizations") under an Administrative Services Plan up to an annual
rate of 0.25% of the daily net assets of the Fund shares owned by the
shareholders with whom the Service Organization has a servicing relationship.
Some of these expenses could be characterized as Shareholder Services Fees but
the current Prospectus of the Fund includes these expenses under the heading
Other Expenses. Other Expenses also include expenses for the underlying funds.
Expenses for the underlying funds of the Fund are based upon the strategic
allocation of the Fund's investment in the underlying funds and upon the actual
total operating expenses of the underlying funds (including any current waivers
and expense limitations of the underlying funds). The net annual operating
expenses for the underlying funds for the fiscal year or period ended June 30,
2000, were 0.47%, 0.69%, 0.61%, 0.56%, 0.94%, 1.06%, and 0.97% for the Governor
Prime Money Market, Governor U.S. Treasury Obligations Money Market, Governor
Limited Duration Government Securities, Governor Intermediate Term Income,
Governor Established Growth, Governor Aggressive Growth, and Governor
International Equity Funds, respectively. Actual underlying fund expenses
incurred by the Fund may vary with changes in the allocation of the Fund's
assets among the underlying funds and with other events that directly affect the
expenses of the underlying funds.
10 The Governor Lifestyle Growth Fund's adviser and administrators waived a
portion of their respective fees until October 31, 2000, pursuant to a contract
with the Fund dated October 29, 1999. The Fund's adviser had contractually
agreed to reimburse expenses until October 31, 2000 to the extent necessary to
prevent the Fund's net annual fund operating expenses, excluding the expenses
for the underlying funds, from exceeding 1.65%. This expense reimbursement
obligation was also pursuant to the contract with the Fund dated October 29,
1999. In addition, the Fund's adviser has voluntarily agreed to extend this
1.65% expense limitation after October 31, 2000, but the adviser may end this
voluntary expense limitation at any time at its discretion.
Total Waivers of Fund Expenses.......................................... 7.89%
Total Actual Annual Fund Operating Expenses (After Waivers and Reimbursements)
1.65%
This table describes the fees and expenses of the Class A Shares of the VISION
MANAGED ALLOCATION FUND - MODERATE GROWTH, a new series, as well as PRO FORMA
fees and expenses after giving effect to the Reorganization, and describes the
fees and expenses of the Investor Shares of the GOVERNOR LIFESTYLE MODERATE
GROWTH FUND for its most recent fiscal year end (June 30, 2000).
<TABLE>
<CAPTION>
VISION MANAGED GOVERNOR VISION
ALLOCATION LIFESTYLE PRO FORMA
FUND - MODERATE ESTIMATED
MODERATE GROWTH COMBINED
GROWTH (CLASS FUND
A SHARES) 1 (INVESTOR
SHARES)
<S> <C> <C> <C>
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.00%2 4.50% 5.00%2
ANNUAL FUND OPERATING EXPENSES
</TABLE>
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee......................................................... 0.25%3
0.25%.................................................................. 0.25%3
Distribution (12b-1) Fee............................................... 0.25%4
0.50%8................................................................. 0.25%4
Shareholder Services Fee............................................... 0.25%5
None9.................................................................. 0.25%5
Other Expenses......................................................... 8.40%6
7.10%9................................................................. 8.40%6
Total Annual Fund Operating Expenses................................... 9.15%
7.86%10................................................................ 9.15%
Total Waivers and Reimbursements of Fund Expenses...................... 8.15%7
N/A10.................................................................. 8.15%7
Total Annual Fund Operating Expenses (After Waivers and Reimbursements) 1.00%
7.86%.................................................................. 1.00%
1 To date, the Vision Managed Allocation Fund - Moderate Growth has had no
operations.
2 The Vision Managed Allocation Fund - Moderate Growth Class A Shares typically
have a maximum sales charge of 5.00%. However, Governor Lifestyle Moderate
Growth Fund shareholders will not be charged a sales charge when receiving
Vision Managed Allocation Fund - Moderate Growth Class A Shares in connection
with the Reorganization nor will they be charged a sales charge if they decide
to exchange their shares of the Vision Fund for another Vision mutual fund.
3 The Vision Managed Allocation Fund - Moderate Growth's adviser has
contractually agreed to waive the entire Management Fee for a one-year period
starting from the Closing of the Reorganization, which is anticipated to occur
on or about December 18, 2000. In addition, the adviser has contractually agreed
to reimburse certain operating expenses of this Fund's Class A Shares so that
the annual fund operating expenses do not exceed 1.00% for a one-year period,
starting from the Closing of the Reorganization.
4 Pursuant to a contractual agreement with the Fund's distributor, the Vision
Managed Allocation Fund - Moderate Growth will not pay or accrue the
Distribution (12b-1) Fee for Class A Shares for a one-year period starting from
the Closing of the Reorganization, which is anticipated to occur on or about
December 18, 2000. If the Fund were to accrue or pay the Distribution Fee, it
would be able to pay up to 0.25% of its average daily net assets as noted in the
table.
5 Pursuant to the contractual expense limitations stated in note 3, the Vision
Managed Allocation Fund - Moderate Growth does not expect to pay or accrue the
Shareholder Services Fee for Class A Shares for a one-year period starting from
the Closing of the Reorganization, which is anticipated to occur on or about
December 18, 2000. If the Fund were to accrue or pay the Shareholder Services
Fee, it would be able to pay up to 0.25% of its average daily net assets as
noted in the table. 6 Other Expenses are based on an estimated amount for the
fiscal year ending April 30, 2001.
7 As stated in notes 3, 4 and 5, the Vision Managed Allocation Fund - Moderate
Growth's adviser agreed to contractually waive the entire Management Fee and
reimburse certain Fund operating expenses, and the Fund will not accrue or pay
the Distribution (12b-1) Fee and does not expect to pay or accrue the
Shareholder Services Fee pursuant to such agreements for a one-year period
starting from the Closing of the Reorganization, which is anticipated to occur
on or about December 18, 2000.
8 Long-term shareholders of the Governor Lifestyle Moderate Growth Fund may pay
more than the maximum front-end sales charge permitted by the National
Association of Securities Dealers Regulation, Inc., due to the recurring nature
of 12b-1 fees. 9 Other Expenses include administration fees, transfer agency
fees and all other ordinary operating expenses not listed above, and the payment
of a servicing fee to various banks, trust companies, broker-dealers (other than
the Governor Lifestyle Moderate Growth Fund's distributor) and other financial
institutions ("Service Organizations") under an Administrative Services Plan up
to an annual rate of 0.25% of the daily net asset value of the Fund shares owned
by the shareholders with whom the Service Organization has a servicing
relationship. Some of these expenses could be characterized as Shareholder
Services Fees but the current Prospectus of the Fund includes these expenses
under the heading Other Expenses. Other Expenses also include expenses for the
underlying funds. Expenses for the underlying funds of the Fund are based upon
the strategic allocation of the Fund's investment in the underlying funds and
upon the actual total operating expenses of the underlying funds (including any
current waivers and expense limitations of the underlying funds). The net annual
operating expenses for the underlying funds for the fiscal year or period ended
June 30, 2000, were 0.47%, 0.69%, 0.61%, 0.56%, 0.94%, 1.06%, and 0.97% for the
Governor Prime Money Market, Governor U.S. Treasury Obligations Money Market,
Governor Limited Duration Government Securities, Governor Intermediate Term
Income, Governor Established Growth, Governor Aggressive Growth, and Governor
International Equity Funds, respectively. Actual underlying fund expenses
incurred by the Fund may vary with changes in the allocation of the Fund's
assets among the underlying funds and with other events that directly affect the
expenses of the underlying funds. 10 The Governor Lifestyle Moderate Growth
Fund's adviser and administrators waived a portion of their respective fees
until October 31, 2000, pursuant to a contract with the Fund dated October 29,
1999. The Fund's adviser had contractually agreed to reimburse expenses until
October 31, 2000 to the extent necessary to prevent the Fund's net annual fund
operating expenses, excluding the expenses for the underlying funds, from
exceeding 1.65%. This expense reimbursement obligation was also pursuant to the
contract with the Fund dated October 29, 1999. In addition, the Fund's adviser
has voluntarily agreed to extend this 1.65% expense limitation after October 31,
2000, but the adviser may end this voluntary expense limitation at any time at
its discretion.
Total Waivers of Fund Expenses.......................................... 6.21%
Total Actual Annual Fund Operating Expenses (After Waivers and Reimbursements)
1.65%
This table describes the fees and expenses of VISION INSTITUTIONAL LIMITED
DURATION U.S. GOVERNMENT FUND, a new series, as well as PRO FORMA fees and
expenses after giving effect to the Reorganization, and describes the fees and
expenses of the Investor Shares of the GOVERNOR LIMITED DURATION GOVERNMENT
SECURITIES FUND for its most recent fiscal year end (June 30, 2000).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
VISION GOVERNOR VISION
INSTITUTIONAL LIMITED PRO FORMA
LIMITED DURATION ESTIMATED
DURATION U.S. GOVERNMENT COMBINED
GOVERNMENT SECURITIES
FUND1 FUND
(INVESTOR
SHARES)
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 3.00%2 3.00% 3.00%2
</TABLE>
ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee................................................. 0.60%3
0.60%.......................................................... 0.60%3
Distribution (12b-1) Fee....................................... 0.25%4
None........................................................... 0.25%4
Shareholder Services Fee....................................... 0.25%5
None8.......................................................... 0.25%5
Other Expenses................................................. 0.36%6
0.34%8......................................................... 0.36%6
Total Annual Fund Operating Expenses........................... 1.46%
0.94%9......................................................... 1.46%
Total Waivers of Fund Expenses................................. 0.70%7
N/A9........................................................... 0.70%7
Total Annual Fund Operating Expenses (After Waivers)........... 0.76%
0.94%.......................................................... 0.76%
1 To date, the Vision Institutional Limited Duration U.S. Government Fund
has had no operations.
2 The Vision Institutional Limited Duration U.S. Government Fund's Shares
typically have a maximum sales charge of 3.00%. However, shareholders of the
Governor Limited Duration Government Securities Fund's Investor Shares will not
be charged a sales charge when receiving Vision Institutional Limited Duration
U.S. Government Fund shares in connection with the Reorganization nor will they
be charged a sales charge if they decide to exchange their shares of the Vision
Institutional Limited Duration U.S. Government Fund for another Vision mutual
fund.
3 The Vision Institutional Limited Duration U.S. Government Fund's adviser has
contractually agreed to waive a portion of the Management Fee. The Management
Fee paid by the Fund (after the waiver) will not exceed 0.40% for a one-year
period starting from the Closing of the Reorganization, which is anticipated to
occur on or about December 18, 2000.
4 Pursuant to a contractual agreement with the Fund's distributor, The Vision
Institutional Limited Duration U.S. Government Fund will not pay or accrue the
Distribution (12b-1) Fee for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000. If
the Fund were to accrue or pay the Distribution Fee, it would be able to pay up
to 0.25% of its average daily net assets as noted in the table.
5 Pursuant to a contractual agreement with the Fund's administrator, the Vision
Institutional Limited Duration U.S. Government Fund will not pay or accrue the
Shareholder Services Fee for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000. If
the Fund were to accrue or pay the Shareholder Services Fee, it would be able to
pay up to 0.25% of its average daily net assets as noted in the table.
6 Other Expenses are based on an estimated amount for the fiscal year ending
April 30, 2001.
7 As stated in notes 3, 4 and 5, the Vision Institutional Limited Duration U.S.
Government Fund's adviser has contractually agreed to waive a portion of the
Fund's Management Fee and the Fund will not accrue or pay the Distribution
(12b-1) Fee or Shareholder Services Fee pursuant to a contractual agreement for
a one-year period starting from the Closing of the Reorganization, which is
anticipated to occur on or about December 18, 2000.
8 Other Expenses include administration fees, transfer agency fees and all other
ordinary operating expenses not listed above, and the payment of a servicing fee
to various banks, trust companies, broker-dealers (other than the Governor
Limited Duration Government Securities Fund's distributor) and other financial
institutions ("Service Organizations") under an Administrative Services Plan up
to an annual rate of 0.25% of the daily net assets of the Fund shares owned by
the shareholders with whom the Service Organization has a servicing
relationship. Some of these expenses could be characterized as Shareholder
Services Fees but the current Prospectus of the Fund includes these expenses
under the heading Other Expenses. The Fund's adviser and administrators were
contractually committed to waive a portion of their fees until October 31, 2000.
9 As stated in note 8, the Governor Limited Duration Government Securities
Fund's adviser and administrators waived certain amounts until October 31, 2000.
These waivers are shown below along with the net expenses the Fund ACTUALLY PAID
until October 31, 2000.
Total Waivers of Fund Expenses.......................................... 0.33%
Total Actual Annual Fund Operating Expenses (After Waivers)............. 0.61%
This table describes the fees and expenses of the Class A Shares of the VISION
PENNSYLVANIA MUNICIPAL INCOME FUND, a new series, as well as PRO FORMA fees and
expenses after giving effect to the Reorganization, and describes the fees and
expenses of the Investor Shares of the GOVERNOR PENNSYLVANIA MUNICIPAL BOND FUND
for its most recent fiscal year end (June 30, 2000).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
VISION GOVERNOR VISION
PENNSYLVANIA PENNSYLVANIA PRO FORMA
MUNICIPAL MUNICIPAL ESTIMATED
INCOME FUND BOND FUND COMBINED
(CLASS A (INVESTOR
SHARES) 1 SHARES)
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.50%2 4.50% 4.50%2
</TABLE>
ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee..................................................... 0.70%3
0.60%.............................................................. 0.70%3
Distribution (12b-1) Fee........................................... 0.25%4
None............................................................... 0.25%4
Shareholder Services Fee........................................... 0.25%5
None8.............................................................. 0.25%5
Other Expenses..................................................... 0.32%6
0.33%8............................................................. 0.32%6
Total Annual Fund Operating Expenses............................... 1.52%
0.93%9............................................................. 1.52%7
Total Waivers of Fund Expenses..................................... 0.56%7
N/A9............................................................... 0.56%7
Total Annual Fund Operating Expenses (After Waivers)............... 0.96%
0.93%.............................................................. 0.96%
1 To date, the Vision Pennsylvania Municipal Income Fund has had no operations.
2 The Vision Pennsylvania Municipal Income Fund's Class A Shares typically have
a maximum sales charge of 4.50%. However, holders of the Governor Pennsylvania
Municipal Bond Fund Fund's Investor Shares will not be charged a sales charge
when receiving Vision Pennsylvania Municipal Income Fund Class A Shares in
connection with the Reorganization nor will they be charged a sales charge if
they decide to exchange their Class A Shares of the Vision Pennsylvania
Municipal Income Fund for another Vision mutual fund.
3 The Vision Pennsylvania Municipal Income Fund's adviser has contractually
agreed to waive a portion of the Management Fee. Pursuant to a contractual
agreement with the Fund's adviser, the Management Fee paid by the Fund (after
the waiver) will not exceed 0.64% for a one-year period starting from the
Closing of the Reorganization, which is anticipated to occur on or about
December 18, 2000.
4 Pursuant to a contractual agreement with the Fund's distributor, the Vision
Pennsylvania Municipal Income Fund will not pay or accrue the Distribution
(12b-1) Fee for Class A Shares for a one-year period starting from the Closing
of the Reorganization, which is anticipated to occur on or about December 18,
2000. If the Fund were to accrue or pay the Distribution Fee, it would be able
to pay up to 0.25% of its average daily net assets as noted in the fee table.
5 Pursuant to a contractual agreement with the Fund's administrator, the Vision
Pennsylvania Municipal Income Fund will not pay or accrue the Shareholder
Services Fee for Class A Shares for a one-year period starting from the Closing
of the Reorganization, which is anticipated to occur on or about December 18,
2000. If the Fund were to accrue or pay the Shareholder Services Fee, it would
be able to pay up to 0.25% of its average daily net assets as noted in the
table.
6 Other Expenses are based on an estimated amount for the fiscal year ending
April 30, 2001.
7 As stated in notes 3, 4 and 5, the Vision Pennsylvania Municipal Income Fund's
adviser has agreed to contractually waive a portion of its Management Fee and
the Fund will not accrue or pay Distribution (12b-1) Fees or Shareholder
Services Fees pursuant to contractual agreements for a one-year period starting
from the Closing of the Reorganization, which is anticipated to occur on or
about December 18, 2000.
8 Other Expenses include administration fees, transfer agency fees and all other
ordinary operating expenses not listed above, and the payment of a servicing fee
to various banks, trust companies, broker-dealers (other than the Governor
Pennsylvania Municipal Bond Fund's distributor) and other financial institutions
("Service Organizations") under an Administrative Services Plan up to an annual
rate of 0.25% of the daily net assets of the Fund shares owned by the
shareholders with whom the Service Organization has a servicing relationship.
Some of these expenses could be characterized as Shareholder Services Fees but
the current Prospectus of the Fund includes these expenses under the heading
Other Expenses. The Fund's adviser and administrators were contractually
committed to waive a portion of their fees until October 31, 2000.
9 As stated in note 8, the Governor Pennsylvania Municipal Bond Fund's adviser
and administrators waived certain amounts until October 31, 2000. These waivers
are shown below along with the net expenses the Fund ACTUALLY PAID until October
31, 2000.
Total Waivers of Fund Expenses.......................................... 0.34%
Total Actual Annual Fund Operating Expenses (After Waivers)............. 0.59%
This table describes the fees and expenses of VISION INSTITUTIONAL PRIME MONEY
MARKET FUND, a new series, as well as PRO FORMA fees and expenses after giving
effect to the Reorganization, and describes the fees and expenses of the
Investor Shares of the GOVERNOR PRIME MONEY MARKET FUND for its most recent
fiscal year end (June 30, 2000).
<TABLE>
<CAPTION>
VISION GOVERNOR VISION
INSTITUTIONAL PRIME PRO FORMA
PRIME MONEY MONEY ESTIMATED
MARKET FUND1 MARKET COMBINED
FUND
(INVESTOR
SHARES)
<S> <C> <C> <C>
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee.................................................... 0.50%2
0.40%............................................................. 0.50%2
Distribution (12b-1) Fee.......................................... 0.25%3
None.............................................................. 0.25%3
Shareholder Services Fee ......................................... 0.25%4
None7............................................................. 0.25%4
Other Expenses.................................................... 0.23%5
0.30%7............................................................ 0.23%5
Total Annual Fund Operating Expenses.............................. 1.23%
0.70%8............................................................ 1.23%
Total Waivers of Fund Expenses.................................... 0.80%6
N/A8.............................................................. 0.80%6
Total Annual Fund Operating Expenses (After Waivers).............. 0.43%
0.70%............................................................. 0.43%
1 To date, the Vision Institutional Prime Money Market Fund has had no
operations.
2 The Vision Institutional Prime Money Market Fund's adviser has contractually
agreed to waive a portion of the Management Fee. The Management Fee paid by the
Fund (after the waiver) will not exceed 0.20% for a one-year period starting
from the Closing of the Reorganization, which is anticipated to occur on or
about December 18, 2000.
3 Pursuant to a contractual agreement with the Fund's distributor, the Vision
Institutional Prime Money Market Fund will not pay or accrue the Distribution
(12b-1) Fee for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000. If
the Fund were to accrue or pay the Distribution (12b-1) Fee, it would be able to
pay up to 0.25% of the Fund's average daily net assets as noted in the table.
4 Pursuant to a contractual agreement with the Fund's administrator, the Vision
Institutional Prime Money Market Fund will not pay or accrue the Shareholder
Services Fee for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18, 2000. If
the Fund were to accrue or pay the Shareholder Services Fee, it would be able to
pay up to 0.25% of the Fund's average daily net assets as noted in the table.
5 Other Expenses are based on an estimated amount for the fiscal year ending
April 30, 2001.
6 As stated in notes 2, 3 and 4, the Vision Institutional Prime Money Market
Fund's adviser has contractually agreed to waive a portion of its Management Fee
and the Fund will not accrue or pay the Distribution (12b-1) Fee or Shareholder
Services Fee pursuant to contractual agreement for a one-year period starting
from the Closing of the Reorganization, which is anticipated to occur on or
about December 18, 2000.
7 Other Expenses include administration fees, transfer agency fees, and all
other ordinary operating expenses not listed above, and the payment of a
servicing fee to various banks, trust companies, broker-dealers (other than the
Governor Prime Money Market Fund's distributor) and other financial
organizations ("Service Organizations") under an Administrative Services Plan up
to an annual rate of 0.25% of the daily net assets of the Fund shares owned by
the shareholders with whom the Service Organization has a servicing
relationship. Some of these expenses could be characterized as Shareholder
Services Fees but the current Prospectus of the Fund includes these expenses
under the heading Other Expenses. The Fund's adviser and administrators were
contractually committed to waive a portion of their fees until October 31, 2000.
8 As stated in note 7, the Governor Prime Money Market Funds' adviser and
administrators waived certain amounts until October 31, 2000. These waivers are
shown below along with the net expenses the Fund ACTUALLY PAID until October 31,
2000.
Total Waivers of Fund Expenses.......................................... 0.23%
Total Actual Annual Fund Operating Expenses (After Waivers)............. 0.47%
This table describes the fees and expenses of the Class A Shares of the VISION
TREASURY MONEY MARKET FUND for its most recent fiscal year end (April 30, 2000).
It also reflects the expected fee structure on a PRO FORMA basis after giving
effect to the Reorganization for the current fiscal year ending April 30, 2001,
as well as the fees and expenses of the Investor Shares of the GOVERNOR U.S.
TREASURY OBLIGATIONS MONEY MARKET FUND for its most recent fiscal year end (June
30, 2000).
<TABLE>
<CAPTION>
VISION GOVERNOR VISION
TREASURY MONEY U.S. PRO FORMA
MARKET FUND TREASURY ESTIMATED
(CLASS A OBLIGATIONS COMBINED
SHARES) MONEY
MARKET
FUND
(INVESTOR
SHARES)
<S> <C> <C> <C>
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None None None
ANNUAL FUND OPERATING EXPENSES
</TABLE>
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS (AS A PERCENTAGE OF AVERAGE NET
ASSETS)
Management Fee................................................... 0.50%1
0.40%............................................................ 0.50%6
Distribution (12b-1) Fee......................................... None
None............................................................. None
Shareholder Services Fee......................................... 0.25%2
None4............................................................ 0.25%7
Other Expenses................................................... 0.16%
0.55%4........................................................... 0.16%
Total Annual Fund Operating Expenses............................. 0.91%3
0.95%5........................................................... 0.91%
Total Waivers of Fund Expenses................................... N/A
N/A.............................................................. 0.34%8
Total Annual Fund Operating Expenses (After Waivers)............. N/A
N/A.............................................................. 0.57%
1 The Vision Treasury Money Market Fund's adviser voluntarily waived a
portion of the Management Fee. The Fund's adviser can terminate this
voluntary waiver at any time. The Management Fee paid by the Fund (after
voluntary waiver) was 0.42% for the fiscal year ended April 30, 2000.
2 The Vision Treasury Money Market Fund did not pay or accrue the Shareholder
Services Fee for Class A Shares during the fiscal year ended April 30,
2000. If the Fund were accruing or paying the Shareholder Services Fee, it
would be able to pay up to 0.25% of its average daily net assets as noted
in the table.
3 As stated in notes 1 and 2, the Vision Treasury Money Market Fund's adviser
voluntarily waived a portion of the Management Fee and the Fund did not pay
or accrue the Shareholder Services Fee for Class A shares during the Fund's
most recently completed fiscal year. These adjustments are shown below
along with the net expenses the Fund actually paid for the fiscal year
ended April 30, 2000.
Total Waivers of Fund Expenses.......................................... 0.33%
Total Actual Annual Fund Operating Expenses (After Waivers)............. 0.58%
4 Other Expenses include administration fees, transfer agency fees and all
other ordinary operating expenses, including the payment of a servicing fee
to various banks, trust companies, broker-dealers (other than the Governor
U.S. Treasury Obligations Money Market Fund's distributor) and other
financial institutions ("Service Organizations") under an Administrative
Services Plan up to an annual rate of 0.25% of the daily net asset value of
the Fund shares owned by the shareholders with whom the Service
Organization has a servicing relationship. Some of these expenses could be
characterized as Shareholder Services Fees but the current Prospectus of
the Fund includes these expenses under the heading Other Expenses. The
Fund's adviser and administrators were contractually committed to waive a
portion of their fees until October 31, 2000.
5 As stated in note 4, the Governor U.S. Treasury Obligations Money Market
Fund's adviser and administrators waived certain amounts until October 31,
2000. These waivers are shown below along with the net expenses the Fund
actually paid until October 31, 2000.
Total Waivers of Fund Expenses.......................................... 0.26%
Total Actual Annual Fund Operating Expenses (After Waivers)............. 0.69%
6 As stated in note 1, the Vision Treasury Money Market Fund's adviser for
the Fund's fiscal year ended April 30, 2000, voluntarily waived a portion
of the Management Fee to which it was otherwise entitled. The Fund's
adviser may terminate such waiver at any time. In addition, the Fund's
adviser has contractually agreed to waive a portion of its Management Fee
for a one-year period starting from the Closing of the Reorganization
(which is anticipated to occur on or about December 18, 2000) so that the
Management Fee paid will not exceed 0.41%.
7 As stated in note 2, the Vision Treasury Money Market Fund did not accrue
or pay Shareholder Services Fees during its last fiscal year. The Board of
Trustees has been informed that if the Reorganization is effected no
accrual or payment of these fees will be made for a one-year period
starting from the Closing of the Reorganization, which is anticipated to
occur on or about December 18, 2000.
8 As stated in notes 6 and 7, the Vision Treasury Money Market Fund's
adviser, for the Fund's fiscal year ended April 30, 2000, voluntarily
waived a portion of the Fund's Management Fee. In addition, the Board of
Trustees has been informed that if the Reorganization is effected, the
Fund's adviser has contractually agreed to waive a portion of its
Management Fee, and no accrual or payment of the Shareholder Services Fee
will be made for a one-year period starting from the Closing of the
Reorganization, which is anticipated to occur on or about December 18,
2000.
EXAMPLES
The following Examples are intended to help you compare the cost of
investing in the Governor Fund whose shares you currently own with the cost of
investing in the Vision Fund into which your Governor Fund will be reorganized
if the proposed Reorganization is approved. The Example for each separate Vision
and Governor Fund assumes that you invest $10,000 in each fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. Each Pro Forma Combined Example assumes that you invest $10,000 in the
Vision Fund after the Reorganization with the Governor Fund. Each Example
assumes that your investment has a 5% return each year.
The Example for each Vision Fund (except the Vision Treasury Money Market
Fund) and each Pro Forma Combined Example assumes operating expenses to be AFTER
WAIVERS AND REIMBURSEMENTS as presented in the preceding Fee Tables. As
described in the notes to the Fee Tables, pursuant to contractual commitments, a
portion of the operating expenses of each such Vision Fund will be waived or
reimbursed during the one-year period starting from the Closing of the
applicable Reorganization (which is anticipated to occur on or about December
18, 2000), and such waiver or reimbursement will cease and not be extended
beyond the one-year period. The calculations in the Examples of the expenses for
each of the 1, 3, 5 and 10 year periods shown reflect those waivers and
reimbursements during the one-year period after the Closing of the
Reorganization. For the periods after the first year, in the calculations for
the 3, 5 and 10 year expenses, the calculations assume operating expenses BEFORE
WAIVERS AND REIMBURSEMENTS as reflected in the Fee Tables. The Example for the
Vision Treasury Money Market Fund, which is subject to voluntary fee waivers,
assumes operating expenses BEFORE WAIVERS AND REIMBURSEMENTS.
The Example for each Governor Fund assumes operating expenses to be BEFORE
WAIVERS AND REIMBURSEMENTS as shown in the preceding Fee Tables. The adviser and
administrators to each Governor Fund were contractually committed to waive a
portion of their fees and reimburse certain expenses only through October 31,
2000, and not thereafter. The adviser to the Lifestyle Conservative Growth Fund,
Lifestyle Moderate Growth Fund and Lifestyle Growth Fund has voluntarily (but
not contractually) agreed to extend such waivers and reimbursements after
October 31, 2000 and those voluntary waivers and reimbursements are not
reflected in the Examples.
1 year 3 5 years 10 years
years
-------- ------- -------- -------
Vision Small Cap Stock Fund........... $678 $990 $1,343 $2,337
Governor Aggressive Growth Fund....... $674 $958 $1,263 $2,128
PRO FORMA Combined.................... $678 $990 $1,343 $2,337
1 year 3 5 years 10 years
years
-------- ------- -------- -------
Vision Large Cap Core Fund............ $653 $941 $1,283 $2,247
Governor Established Growth Fund...... $653 $883 $1,132 $1,844
PRO FORMA Combined.................... $653 $941 $1,283 $2,247
1 year 3 5 years 10 years
years
-------- ------- -------- -------
Vision Intermediate Term Bond Fund.... $519 $771 $1,091 $1,996
Governor Intermediate Term Income Fund $526 $710 $910 $1,487
PRO FORMA Combined.................... $519 $771 $1,091 $1,996
1 year 3 5 years 10 years
years
-------- ------- -------- -------
Vision International Equity Fund...... $714 $1,107 $1,547 $2,764
Governor International Equity Fund.... $699 $1,073 $1,470 $2,577
PRO FORMA Combined.................... $714 $1,107 $1,547 $2,764
1 year 3 5 years 10 years
years
-------- ------- -------- -------
Vision Managed Allocation Fund -
Conservative Growth................ $597 $4,866 $8,025 $10,174
Governor Lifestyle Conservative Growth
Fund............................... $2,017 $5,456 $7,625 $10,163
PRO FORMA Combined.................... $597 $4,866 $8,025 $10,174
1 year 3 5 years 10 years
years
-------- ------- -------- -------
Vision Managed Allocation - Aggressive
Growth............................. $597 $1,826 $3,433 $6,965
Governor Lifestyle Growth Fund........ $1,100 $2,806 $4,361 $7,673
PRO FORMA Combined.................... $597 $1,826 $3,433 $6,965
1 year 3 5 years 10 years
years
-------- ------- -------- -------
Vision Managed Allocation Fund-Moderate
Growth............................. $597 $1,887 $3,566 $7,190
Governor Lifestyle Moderate Growth Fund $998 $2,444 $3,808 $6,894
PRO FORMA Combined.................... $597 $1,887 $3,566 $7,190
1 year 3 5 years 10 years
years
-------- ------- -------- -------
Vision Institutional Limited Duration
U.S.
Government Fund.................... $375 $637 $966 $1,896
Governor Limited Duration Government
Securities Fund.................... $382 $580 $794 $1,410
PRO FORMA Combined.................... $375 $637 $966 $1,896
1 year 3 5 years 10 years
years
-------- ------- -------- -------
Vision Pennsylvania Municipal Income $544 $822 $1,157 $2,105
Fund..................................
Governor Pennsylvania Municipal Bond $530 $722 $931 $1,532
Fund..................................
PRO FORMA Combined.................... $544 $822 $1,157 $2,105
1 year 3 5 years 10 years
years
-------- ------- -------- -------
Vision Institutional Prime Money Market
Fund............................... $44 $258 $547 $1,370
Governor Prime Money Market Fund...... $64 $216 $382 $863
PRO FORMA Combined.................... $44 $258 $547 $1,370
1 year 3 5 years 10 years
years
-------- ------- -------- -------
Vision Treasury Money Market Fund..... $93 $290 $504 $1,120
Governor U.S. Treasury Obligations
Money
Market Fund........................ $88 $294 $517 $1,158
PRO FORMA Combined.................... $81 $255 $469 $1,087
COMPARISON OF INVESTMENT OBJECTIVES, POLICIES, STRATEGIES AND PRINCIPAL
RISKS OF THE GOVERNOR FUNDS AND VISION FUNDS
This section contains tables comparing the investment objectives, policies,
strategies and the principal risks of investing in each Governor Fund and each
Vision Fund into which each Governor Fund would be reorganized. The tables are
arranged alphabetically according to the name of the Governor Fund. The
differences between the Funds are reflected in italics. One difference between
the funds, which is not noted in the tables, is that the investment objective
for each Governor Fund is non-fundamental while the investment objective for
each Vision Fund is fundamental. This means that the investment objectives for
the Visions Funds, unlike those of the Governor Funds, may not be changed
without shareholder approval.
In addition to the policies and strategies set forth below, each Vision
Fund and each Governor Fund is subject to certain additional investment policies
and limitations, which are described in their respective Statements of
Additional Information. The Prospectus and Statement of Additional Information
of each Vision Fund and the Prospectus and Statement of Additional Information
of each Governor Fund, all of which are incorporated herein by reference
thereto, together set forth in full the investment objectives, policies,
strategies and limitations of each Vision Fund and each Governor Fund.
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GOVERNOR AGGRESSIVE GROWTH FUND VISION SMALL CAP STOCK FUND
-------------------------------------------------------------------------------
INVESTMENT OBJECTIVE: INVESTMENT OBJECTIVE:
To provide growth of capital. To provide growth of capital.
The Aggressive Growth Fund's principal PRINCIPAL INVESTMENTS: investments
and investment policies and strategies are substantially similar to The Vision
Small Cap Stock Fund will those of the Vision Small Cap Stock invest
substantially all, but under Fund. THE DIFFERENCE BETWEEN THE FUNDS normal
market conditions no less than IS THE SIZE OF THE COMPANIES (AT THE 65%, of its
total assets in common TIME OF INVESTMENT ) IN WHICH EACH FUND stocks and
securities convertible into INVESTS. THE AGGRESSIVE GROWTH FUND common stocks of
companies with market PRINCIPALLY INVESTS IN SMALL TO MID-CAP capitalizations
(market price per COMPANIES, THOSE WITH MARKET share of a company's stock
multiplied CAPITALIZATIONS (MARKET PRICE PER SHARE by the total number of
outstanding OF A COMPANY'S STOCK MULTIPLIED BY THE shares) at the time of
purchase under TOTAL NUMBER OF OUTSTANDING SHARES) $2 billion. The Fund intends
to RANGING BETWEEN $100 MILLION AND $5 invest 90% or more of its assets in
BILLION. THE VISION SMALL CAP STOCK common stocks and securities FUND
PRINCIPALLY INVESTS IN SMALL CAP convertible into common stocks under COMPANIES,
THOSE WITH MARKET normal market conditions. The balance CAPITALIZATIONS UNDER $2
BILLION. of the portfolio may be invested in
common stocks and securities
convertible into common stocks not
meeting these market capitalization
parameters. Stocks purchased by the
Fund generally will be traded on
established U.S. markets and exchanges,
although the Fund may invest in
restricted or privately placed
securities.
INVESTMENT STYLE AND STRATEGIES:
The Fund attempts to invest primarily
in small-capitalization companies
(although the Fund will invest to a
lesser extent in mid-capitalization
stocks) that its Sub-Adviser believes
have demonstrated one or more of the
following characteristics: strong
growth, solid management, innovative
products, and a steady revenue and
earnings history. In addition, the
Sub-Adviser attempts to invest in
companies that are selling at earnings
multiples that the Sub-Adviser believes
to be less than their expected
long-term growth rate. The Sub-Adviser
emphasizes company specific factors
rather than industry factors when
deciding to buy or sell securities. The
Fund's sector weightings may be
overweighted or underweighted relative
to its peers and benchmarks.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The principal risks of investing in the The Fund is subject to the following
Aggressive Growth Fund are principal risks:
substantially the same as those of the
Vision Small Cap Stock Fund. THE |X|...STOCK MARKET RISK. The value of
VISION SMALL CAP STOCK FUND WILL, equity securities in the Fund's
HOWEVER, HAVE GREATER EXPOSURE TO portfolio will rise and fall,
SMALLER COMPANIES RISK BECAUSE IT MAY sometimes drastically, as a
INVEST TO A GREATER EXTENT IN SMALL result of factors affecting
CAP, AS OPPOSED TO MID-CAP, COMPANIES. individual companies or
industries, or the securities
market as a whole.
|X| SMALLER COMPANIES RISK.
Generally, the smaller the
market capitalization of a
company, the fewer the number of
shares traded daily, the less
liquid its stock and the more
volatile its price. Companies
with smaller market
capitalizations also tend to
have unproven track records, a
limited product or service base
and limited access to capital.
These factors make these
companies more likely to fail
than companies with larger
market capitalizations.
|X| RISKS RELATED TO INVESTING FOR
GROWTH. Growth stock prices
reflect projections of future
earnings or revenues and can,
therefore, fall dramatically if
the company fails to meet those
projections. Growth stocks also
may be more expensive relative
to their earnings or assets
compared to value or other
stocks.
Due to their relatively high
valuations, growth stocks are
typically more volatile than
value stocks. Further, growth
stocks may not pay dividends or
may pay lower dividends than
value stocks. This means they
depend more on price changes for
returns and may be more adversely
affected in a down market
compared to value stocks that pay
higher dividends.
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GOVERNOR ESTABLISHED GROWTH FUND VISION LARGE CAP CORE FUND
-------------------------------------------------------------------------------
INVESTMENT OBJECTIVE: INVESTMENT OBJECTIVE:
To provide growth of capital with some To provide long-term capital
current income appreciation. Current income is a
as a secondary objective. secondary, non-fundamental investment
consideration.
THIS STATED SECONDARY OBJECTIVE OF SOME
CURRENT INCOME DIFFERS FROM THE VISION
LARGE CAP CORE FUND SINCE CURRENT
INCOME IS A SECONDARY INVESTMENT
CONSIDERATION.
PRINCIPAL INVESTMENTS: PRINCIPAL INVESTMENTS:
The Established Growth Fund will invest The Vision Large Cap Core Fund pursues
substantially all, but under normal its investment objective by investing market
conditions no less than 65%, of primarily in a diversified portfolio its total
assets in common stocks and of equity securities that are securities convertible
into common considered "large cap." Large stocks of companies with market
capitalization companies have a market capitalizations (market price per share
capitalization (market price per share of a company's stock multiplied by the of
a company's stock multiplied by the total number of outstanding shares) at total
number of outstanding shares) of the time of purchase of at least $1 $10 billion
or more at the time of billion. Securities convertible into investing. The Fund
may also invest, common stocks include convertible to a lesser extent, in
mid-cap or bonds, convertible preferred stock, small-cap companies, which are
options and rights. The Established generally companies with market Growth Fund
intends to invest 90% or capitalizations under $10 billion and more of its
assets in common stocks $1 billion, respectively. The Fund under normal market
conditions. Stocks invests primarily in common stocks, purchased for the
Established Growth but may also invest in preferred Fund generally will be
traded on stocks. While the Fund looks for established U.S. markets and
exchanges. large-cap equity securities that are
expected to produce growth or capital
THEREFORE, THERE ARE TWO DIFFERENCES IN appreciation, the Fund will also THE
PRINCIPAL INVESTMENTS OF THE consider to a lesser extent whether ESTABLISHED
GROWTH FUND AND THE VISION the securities offer the opportunity LARGE CAP CORE
FUND. FIRST, THE for current income. ESTABLISHED GROWTH FUND MAY INVEST A
GREATER PERCENTAGE OF ITS ASSETS THAN THE LARGE CAP CORE FUND IN COMPANIES THAT,
AT THE TIME OF PURCHASE, HAVE CAPITALIZATIONS OF BETWEEN $1 BILLION AND $10
BILLION. SECOND, THE ESTABLISHED GROWTH FUND MAY INVEST TO A GREATER EXTENT IN
CONVERTIBLE SECURITIES THAN THE LARGE CAP CORE FUND. WHILE THE LARGE CAP CORE
FUND IS PERMITTED TO INVEST IN SUCH SECURITIES, CONVERTIBLE SECURITIES ARE NOT
ONE OF THAT FUND'S PRINCIPAL INVESTMENTS. INSTEAD, THE LARGE CAP CORE FUND MAY
INVEST IN PREFERRED STOCKS TO A GREATER EXTENT THAN THE ESTABLISHED GROWTH FUND.
AS A PRACTICAL MATTER, THE GREATEST PORTION OF EACH FUND'S PORTFOLIO IS EXPECTED
TO BE INVESTED IN COMMON STOCKS. INVESTMENT STYLE AND STRATEGIES: INVESTMENT
STYLE AND STRATEGIES:
The Established Growth Fund's The Fund, as a whole, has the overall investment
style is substantially portfolio characteristics that define similar to that of
the Vision Large Cap it as "large cap core," which is an Core Fund, but THE
ESTABLISHED GROWTH investment style that has elements of FUND MAY NOT ENGAGE IN
VALUE INVESTING both growth and value investing. TO THE SAME EXTENT AS THE
VISION LARGE CAP CORE FUND. The Fund's manager uses a strategy of
"Risk Controlled, Thematic, GARP
The Adviser selects investments based (Growth at a Reasonable Price)." This on a
number of factors related to strategy attempts to control portfolio historical
and projected earnings and risk by using investments that are price/earnings
relationships, as well larger components of the Standard & as company growth and
asset value, Poor's 500 Index; identify major macro consistency of earnings
growth and forces (themes and trends) that will earnings quality. The
Established influence the economic environment; Growth Fund's investments are
based and buy stocks that are at attractive upon the Adviser's assessment of a
valuations relative to their peers. company's expected performance through The
Adviser has the option of pursuing a business and market cycle that a
growth-based or a value-based normally translates into a three- to strategy as
market conditions dictate. five-year investment horizon. In an effort to reduce
market volatility, the Growth stocks, in general, tend to be Established Growth
Fund tries to keep highly valued relative to their its investments diversified
among all current earnings. These companies may of the major economic sectors.
include those that the market is
willing to pay more for because they
are recognized leaders or well-known
household names with the potential for
powerful, consistent earnings growth
and that may be worth more in the
future.
When looking for value stocks, the
Adviser will attempt to identify
investments that, for whatever reason,
are currently out of favor and selling
at a discount to their fair market
value as defined by the Adviser's
disciplines. These value companies'
stock prices do not appear to reflect
their underlying value as measured by
assets, earnings, cash flow, business
franchises, or other quantitative or
qualitative measurements.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The principal risks of investing in the The Fund is subject to the
following Established Growth Fund are principal risks: substantially similar to
those of the Vision Large Cap Core Fund. THE |X| STOCK MARKET RISK. The value of
ESTABLISHED GROWTH FUND MAY, HOWEVER, equity securities in the Fund's BE SUBJECT
TO A GREATER EXTENT TO THE portfolio will rise and fall, RISKS ASSOCIATED WITH
INVESTMENTS IN sometimes drastically, as a SMALLER COMPANIES. STOCKS ISSUED BY
result of factors affecting COMPANIES WITH SMALLER MARKET individual companies
or CAPITALIZATIONS TEND TO CARRY GREATER industries or the securities RISK AND
EXHIBIT GREATER PRICE market as a whole. VOLATILITY THAN LARGER CAPITALIZATION
STOCKS BECAUSE THEIR BUSINESSES MAY NOT |X| RISKS RELATED TO INVESTING FOR BE
WELL-ESTABLISHED. SMALLER COMPANIES GROWTH. Growth stock prices GENERALLY HAVE
LIMITED PRODUCT LINES, reflect projections of future MARKETS AND FINANCIAL
RESOURCES AND MAY earnings or revenues and can, BE DEPENDENT ON ONE-PERSON
MANAGEMENT. therefore, fall dramatically if THESE SECURITIES MAY ALSO HAVE
LIMITED the company fails to meet those MARKETABILITY AND, AS A RESULT, MAY BE
projections. Growth stocks also DIFFICULT TO SELL. IN ADDITION, THE may be more
expensive relative RISKS ASSOCIATED WITH VALUE INVESTING to their earnings or
assets ARE NOT LIKELY TO BE AS PROMINENT WHEN compared to value or other
INVESTING IN THE ESTABLISHED GROWTH stocks. FUND AS COMPARED TO THE VISION LARGE
CAP CORE FUND. Due to their relatively high
valuations, growth stocks are
typically more volatile than
value stocks. Further, growth
stocks may not pay dividends or
may pay lower dividends than
value stocks. This means they
depend more on price changes for
returns and may be more adversely
affected in a down market
compared to value stocks that pay
higher dividends.
|X| RISKS RELATED TO INVESTING FOR
VALUE. Value stock prices are
considered "cheap" relative to
the company's perceived value
and are often out of favor with
other investors. However, if
other investors fail to
recognize the company's value
(and do not become buyers, or
become sellers), or favor
investing in faster-growing
companies, value stocks may not
increase in value as anticipated
by the Adviser or may even
decline further.
Due to their relatively low
valuations, value stocks are
typically less volatile than
growth stocks. Further value
stocks tend to have higher
dividends than growth stocks.
This means they depend less on
price changes for returns and may
lag behind growth stocks in an up
market.
INVESTMENT RESTRICTIONS:
The Established Growth Fund and the Vision Large Cap Core Fund have each
adopted as fundamental policies certain investment restrictions, which are
substantially similar, except as noted below. Fundamental investment
restrictions may not be changed without shareholder vote. (Each Fund also has
certain additional non-fundamental investment restrictions, which are described
in each Fund's Statement of Additional Information.)
o THE FUNDS' POLICIES WITH RESPECT TO LENDING DIFFER BECAUSE THE VISION FUND
CAN INVEST IN LOANS, SUCH AS ASSIGNMENTS AND PARTICIPATION INTERESTS.
HOWEVER, THE VISION FUND IS NOT LIKELY TO INVEST IN LOANS TO ANY
SIGNIFICANT EXTENT GIVEN ITS INVESTMENT EMPHASIS ON EQUITY SECURITIES.
o THE FUNDS' POLICIES WITH RESPECT TO CONCENTRATION ARE SUBSTANTIALLY SIMILAR
EXCEPT THAT THE GOVERNOR FUND EXCLUDES CERTAIN INVESTMENTS FROM THE
CALCULATION FOR PURPOSES OF CONCENTRATION AS A MATTER OF FUNDAMENTAL POLICY
WHILE THE VISION FUND DOES SO AS A MATTER OF NON-FUNDAMENTAL POLICY.
o THE VISION FUND'S POLICY WITH RESPECT TO PURCHASING SECURITIES ON MARGIN IS
NON-FUNDAMENTAL, WHICH MEANS IT MAY BE CHANGED WITHOUT SHAREHOLDER VOTE.
o WHILE NEITHER FUND CAN PURCHASE OR SELL REAL ESTATE, EACH CAN INVEST IN
MARKETABLE SECURITIES OF COMPANIES ENGAGED IN SUCH ACTIVITIES AND
SECURITIES SECURED BY REAL ESTATE INTERESTS THEREON. THE VISION FUND'S
POLICY EXPRESSLY PERMITS THAT FUND TO EXERCISE ITS RIGHTS UNDER AGREEMENTS
RELATING TO SUCH SECURITIES, INCLUDING THE RIGHT TO ENFORCE SECURITY
INTEREST AND TO HOLD REAL ESTATE ACQUIRED BY REASON OF SUCH ENFORCEMENT
UNTIL THAT REAL ESTATE CAN BE LIQUIDATED.
o NEITHER FUND MAY UNDERWRITE SECURITIES ISSUED BY OTHER PERSONS, EXCEPT THAT
THE GOVERNOR FUND MAY DO SO TO THE EXTENT THAT IT MAY BE DEEMED TO BE AN
UNDERWRITER UNDER CERTAIN SECURITIES LAWS IN THE DISPOSITION OF "RESTRICTED
SECURITIES" AND THE VISION FUND MAY ENGAGE IN TRANSACTIONS THAT INVOLVE THE
ACQUISITION, DISPOSITION OR RESALE OF ITS PORTFOLIO SECURITIES UNDER
CIRCUMSTANCES WHERE IT MAY BE CONSIDERED TO BE AN UNDERWRITER UNDER THE
SECURITIES ACT OF 1933.
o WHILE THE VISION FUND, LIKE THE GOVERNOR FUND, CANNOT PURCHASE OR SELL
COMMODITIES OR COMMODITIES CONTRACTS, IT CAN PURCHASE SECURITIES OF
COMPANIES THAT DEAL IN COMMODITIES.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
GOVERNOR INTERMEDIATE TERM INCOME FUND VISION INTERMEDIATE TERM BOND FUND
-------------------------------------------------------------------------------
INVESTMENT OBJECTIVE: INVESTMENT OBJECTIVE:
To provide current income with To provide current income with
long-term growth of capital as a long-term growth of capital as a
secondary objective. secondary objective.
The Intermediate Term Income Fund's PRINCIPAL INVESTMENTS: principal
investments and investment policies and strategies are The Vision Intermediate
Term Bond Fund substantially the same as to those of normally invests
substantially all, the Vision Intermediate Term Bond but under normal market
conditions no Fund. THE VISION INTERMEDIATE TERM less than 65%, of its total
assets in BOND FUND, UNLIKE THE INTERMEDIATE TERM investment grade fixed income
INCOME FUND, ALSO MAY INVEST IN securities. These include bonds, NON-INVESTMENT
GRADE FIXED INCOME debentures, notes, mortgage-backed and SECURITIES.
asset-backed securities, state,
municipal or industrial revenue bonds,
variable and floating rate securities,
variable master demand notes,
obligations issued or supported as to
principal and interest by the U.S.
Government or its agencies or
instrumentalities ("Government
Obligations"), and debt securities
convertible into, or exchangeable for,
common stocks. The balance of the
Fund's portfolio may be invested in
securities of other investment
companies, preferred stocks and, for
cash management purposes, certain
short-term obligations.
The Fund will have a dollar-weighted
average maturity of 3 to 10 years.
Dollar-weighted average maturity gives
you the average time until all debt
securities in a fund come due or
mature. It is calculated by averaging
the time to maturity of all debt
securities held by the Fund with each
maturity "weighted" according to the
percentage of assets it represents.
INVESTMENT STYLE AND STRATEGIES:
The Adviser selects securities based on
current yield, maturity, yield to
maturity, anticipated changes in
interest rates, and the overall credit
quality of the investment.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The principal risks of investing in the
Intermediate Term Income Fund are The Fund is subject to the following
substantially the same as those of the principal risks:
Vision Intermediate Term Bond Fund.
BECAUSE THE VISION INTERMEDIATE TERM |X| CREDIT RISK. It is possible
BOND FUND MAY, UNLIKE THE INTERMEDIATE that an issuer will default on a
TERM INCOME FUND, INVEST IN security by failing to pay
NON-INVESTMENT GRADE DEBT SECURITIES, interest or principal when due.
IT MAY BE EXPOSED TO GREATER CREDIT If an issuer defaults, the Fund
RISK. will lose money. Changes in an
issuer's financial strength or in
a securities credit rating may
affect a security's value and
thus, impact the Fund's
performance.
|X| INTEREST RATE RISK. When
interest rates rise, fixed
income securities tend to
decline in value. The opposite
is also true: when interest
rates fall, fixed income
securities tend to rise in
value. In general, fixed income
securities with longer
maturities are more sensitive to
interest rate changes. Changes
in interest rates also may cause
certain debt securities held by
the Fund to be paid off much
sooner than expected.
|X| CALL RISK. An issuer may redeem
a fixed income security before
maturity at a price below its
current market price. If a
security is called, the Fund may
have to replace it with another
fixed income security with lower
interest rates, higher credit
risks, or other less favorable
characteristics.
|X| PREPAYMENT RISK.
Mortgage-backed and asset-backed
securities are subject to
prepayment risk. These
securities differ from
conventional debt securities
because principal is paid back
over the life of the security
rather than at maturity. The
Fund may receive unscheduled
prepayments of principal before
the security's maturity date due
to voluntary prepayments,
refinancing or foreclosure on
the underlying mortgage loans.
When securities are prepaid, the
Fund loses anticipated interest
and a portion of its principal
investment represented by any
premium the Fund may have paid.
Due in part to this prepayment
risk, mortgage-backed securities
are relatively volatile.
|X| PORTFOLIO TURNOVER. The Fund is
actively managed and, in some
cases, in response to market
conditions, the Fund's portfolio
turnover will exceed 100%. A
higher rate of portfolio
turnover increases costs and
expenses, which must be borne by
the Fund and its shareholders.
High portfolio turnover also may
result in the realization of
substantial net short-term
capital gains, which are taxable
when distributed to shareholders.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
GOVERNOR INTERNATIONAL EQUITY FUND VISION INTERNATIONAL EQUITY FUND
-------------------------------------------------------------------------------
INVESTMENT OBJECTIVE: INVESTMENT OBJECTIVE:
To provide long-term capital To provide long-term capital
appreciation, primarily through a appreciation, primarily through a
diversified portfolio of non-U.S. diversified portfolio of non-U.S.
equity securities. equity securities.
The International Equity Fund's PRINCIPAL INVESTMENTS:
principal investments and investment
policies and strategies are identical The Vision International Equity Fund
to those of the Vision International will invest substantially all, but
Equity Fund. under normal market conditions in no
event less than 65%, of its total
assets in equity or convertible
securities in at least eight countries
other than the United States. Although
it may invest anywhere in the world,
the Fund invests primarily in the
equity markets listed in the Morgan
Stanley Capital International Europe,
Australasia, Far East ("MSCI EAFE")
Index(R), the benchmark against which
the Fund measures its performance. The
Fund may also invest in forward foreign
currency contracts to achieve
allocation strategies.
INVESTMENT STYLE AND STRATEGIES:
The International Equity Fund
Sub-Adviser's investment perspective
for the Fund is to invest in the equity
securities of non-U.S. markets and
companies that are believed to be
undervalued, in relation to the
issuer's assets, cash flow, earnings
and revenues, based upon internal
research and proprietary valuation
systems. These processes utilized by
the Fund's Sub-Adviser incorporate
internal analysts' considerations of
company management, competitive
advantage, and each company's core
competencies, to determine a stock's
fundamental value, which is then
compared to the stock's current market
price. In allocating assets within the
portfolio, the Sub-Adviser considers
the relative attractiveness of asset
classes, the individual international
equity markets, industries across and
within those markets, other common risk
factors within those markets and
individual international companies.
Because the relative performance of
foreign currencies is an important
factor in the Fund's performance, the
Sub-Adviser may attempt to manage the
Fund's exposure to various currencies
to take advantage of different yield,
risk and return characteristics.
As a general matter, the Fund will
invest in securities contained in the
EAFE Index, although the Fund may
substitute securities in an equivalent
index when it believes that such
securities more accurately reflect the
relevant international market. The
Sub-Adviser also may attempt to enhance
long-term risk and return performance
of the Fund relative to its benchmark
by deviating from the normal benchmark
mix of country allocation and
currencies in reaction to discrepancies
between current market prices and
fundamental values.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The principal risks of investing in the The Fund is subject to the following
International Equity Fund are the same principal risks:
as those of the Vision International
Equity Fund. |X| STOCK MARKET RISK. The value of
equity securities in the Fund's
portfolio will rise and fall,
sometimes drastically, as a
result of factors affecting
individual companies or
industries, or the securities
market as a whole.
|X| FOREIGN SECURITIES RISK.
Foreign securities pose
additional risks because foreign
economic or political conditions
may be less favorable than those
of the United States.
Securities in foreign markets
may also be subject to taxation
policies that reduce returns for
U.S. investors.
Foreign companies may not provide
information (including financial
statements) as frequently or to
as great an extent as companies
in the United States. Foreign
companies may also receive less
coverage than United States
companies by market analysts and
the financial press. In addition,
foreign countries may lack
uniform accounting, auditing and
financial reporting standards or
regulatory requirements
comparable to those applicable to
U.S. companies. These factors may
prevent the Fund and its
Sub-Adviser from obtaining
information concerning foreign
companies that is as frequent,
extensive and reliable as the
information available concerning
companies in the United States.
Foreign countries may have
restrictions on foreign ownership
of securities or may impose
exchange controls, capital flow
restrictions or repatriation
restrictions, which could
adversely affect the liquidity of
the Fund's investments.
The risks associated with forward
foreign currency contracts
include movement in the value of
the foreign currency relative to
the U.S. dollar and the ability
of the counterparty to perform.
|X| RISKS RELATED TO INVESTING FOR
VALUE. Value stock prices are
considered "cheap" relative to
the company's perceived value
and are often out of favor with
other investors. However, if
other investors fail to
recognize the company's value
(and do not become buyers, or
become sellers), or favor
investing in faster-growing
companies, value stocks may not
increase in value as anticipated
by the Sub-Adviser or may even
decline further.
Due to their relatively low
valuations, value stocks are
typically less volatile than
growth stocks. Further, value
stocks tend to have higher
dividends than growth stocks.
This means they depend less on
price changes for returns and may
lag behind growth stocks in an up
market.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
GOVERNOR LIFESTYLE CONSERVATIVE GROWTH VISION MANAGED ALLOCATION FUND -
FUND CONSERVATIVE GROWTH
-------------------------------------------------------------------------------
INVESTMENT OBJECTIVE: INVESTMENT OBJECTIVE:
To provide capital appreciation and To provide capital appreciation and
income. income.
PRINCIPAL INVESTMENTS: PRINCIPAL INVESTMENTS:
The Lifestyle Conservative Growth The Vision Managed Allocation Fund - Fund's
principal investments are Conservative Growth seeks to achieve substantially
similar to those of the its objective by investing in a Vision Managed
Allocation Fund - combination of Vision Funds managed by Conservative Growth.
the Adviser (the "Underlying Funds").
The Fund currently plans to generally
invest the largest proportion of its
assets in Underlying Funds that invest
primarily in investment grade fixed
income securities of various
maturities. The Fund's remaining assets
may be invested in shares of Underlying
Funds that invest primarily in equity
securities and in money market
instruments.
INVESTMENT STYLE AND STRATEGIES: INVESTMENT STYLE AND STRATEGIES:
The Lifestyle Conservative Growth Fund The Fund currently plans to invest in 's
investment policies and strategies shares of the following Underlying are
similar to those of the Vision Funds within the percentage ranges Managed
Allocation Fund - Conservative indicated:
Growth Fund except that the Lifestyle
Conservative Growth Fund generally Investment
invests in shares of the following Range (Percentage of
Governor Funds within the percentage the
ranges indicated: ASSET CLASS FUND'S STOCK)
----------- -------------
MONEY MARKET FUNDS 5-50%
Investment Range Institutional Prime
(Percentage of Money Market Fund
the Treasury Money Market
ASSET CLASS FUND'S Fund
----------- -------
STOCK) FIXED INCOME FUNDS 35-70%
--------------
MONEY MARKET FUNDS 0-30% Institutional Limited Duration
Prime Money Market Fund U.S. Government Fund
U.S. Treasury Obligations Intermediate Term Bond Fund
Money Market Fund U.S. Government Securities Fund
FIXED INCOME FUNDS 30-60%
Limited Duration Government EQUITY FUNDS
Securities Fund Large Cap Growth Fund
Intermediate Term Income Fund Small Cap Stock Fund 5-35%
EQUITY FUNDS 10-40% International Equity Fund
Established Growth Fund Mid Cap Stock Fund
Aggressive Growth Fund Large Cap Core Fund
International Equity Fund Large Cap Value Fund
The Adviser makes allocation decisions
according to its outlook for the
economy, financial markets, and
relative market valuation for the
Underlying Funds. Moreover, the
Underlying Funds in which the Fund may
invest, the allocation ranges, and the
investments in each Underlying Fund may
all be changed from time to time
without shareholder approval.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The principal risks of investing in the The Vision Managed Allocation Fund
- Lifestyle Conservative Growth are Conservative Growth is subject to
substantially similar to those of the those risks associated with Vision Managed
Allocation Fund - investments in the Underlying Funds in Conservative Growth. To
the extent which the Fund actually invests. The there are differences in the
actual Fund is subject to the following risks of investments in these Funds, it
principal risks: is primarily a result of the different allocations each Fund
makes in the |X| CREDIT RISK. It is possible that underlying funds. an issuer
will default on a
security by failing to pay
interest or principal when due.
If an issuer defaults, the Fund
will lose money. Changes in an
issuer's financial strength or in
a securities credit rating may
affect a security's value and
thus, impact the Fund's
performance.
|X| INTEREST RATE RISK. When
interest rates rise, fixed
income securities tend to
decline in value. The opposite
is also true: when interest
rates fall, fixed income
securities tend to rise in
value. In general, fixed income
securities with longer
maturities are more sensitive to
interest rate changes. Changes
in interest rates also may cause
certain debt securities held by
the Fund to be paid off much
sooner than expected.
|X| CALL RISK. An issuer may redeem
a fixed income security before
maturity at a price below its
current market price. If a
security is called, the Fund may
have to replace it with another
fixed income security with lower
interest rates, higher credit
risks, or other less favorable
characteristics.
|X| PREPAYMENT RISK. Mortgage-backed
and asset-backed securities are
subject to prepayment risk.
These securities differ from
conventional debt securities
because principal is paid back
over the life of the security
rather than at maturity. The
Fund may receive unscheduled
prepayments of principal before
the security's maturity date due
to voluntary prepayments,
refinancing or foreclosure on
the underlying mortgage loans.
When securities are prepaid, the
Fund loses anticipated interest
and a portion of its principal
investment represented by any
premium the Fund may have paid.
Due in part to this prepayment
risk, mortgage-backed securities
are relatively volatile.
|X| STOCK MARKET RISK. The value of
equity securities in the Fund's
portfolio will rise and fall,
sometimes drastically, as a
result of factors affecting
individual companies or
industries, or the securities
market as a whole.
|X| FOREIGN SECURITIES RISK.
Investments in issuers located
in foreign countries may have
greater price volatility and
less liquidity. Investments in
foreign securities also are
subject to political,
regulatory, and diplomatic
risks. Changes in currency
rates are an additional risk of
investments in foreign
securities.
|X| SMALLER COMPANIES RISK.
Generally, the smaller the
market capitalization of a
company, the fewer the number of
shares traded daily, the less
liquid its stock and the more
volatile its price. Companies
with smaller market
capitalizations also tend to
have unproven track records, a
limited product or service base
and limited access to capital.
These factors make these
companies more likely to fail
than companies with larger
market capitalizations.
|X| RISKS RELATED TO INVESTING FOR
VALUE. Value stock prices are
considered "cheap" relative to
the company's perceived value
and are often out of favor with
other investors. However, if
other investors fail to
recognize the company's value
(and do not become buyers, or
become sellers), or favor
investing in faster-growing
companies, value stocks may not
increase in value as anticipated
by the Adviser or may even
decline further.
Due to their relatively low
valuations, value stocks are
typically less volatile than
growth stocks. Further, value
stocks tend to have higher
dividends than growth stocks.
This means they depend less on
price changes for returns and may
lag behind growth stocks in an up
market.
|X| RISKS RELATED TO INVESTING FOR
GROWTH. Growth stock prices
reflect projections of future
earnings or revenues and can,
therefore, fall dramatically if
the company fails to meet those
projections. Growth stocks also
may be more expensive relative
to their earnings or assets
compared to value or other
stocks.
Due to their relatively high
valuations, growth stocks are
typically more volatile than
value stocks. Further, growth
stocks may not pay dividends or
may pay lower dividends than
value stocks. This means they
depend more on price changes for
returns and may be more adversely
affected in a down market
compared to value stocks that pay
higher dividends.
|X| AFFILIATED PERSONS RISK. In
managing the Fund, the Adviser
will have the authority to
select and substitute the
Underlying Funds in which the
Fund will invest. The Adviser
is subject to conflicts of
interest in allocating Fund
assets among the various
Underlying Funds both because
the fees payable to it and/or
its affiliates by some
Underlying Funds are higher than
the fees payable by other
Underlying Funds and because the
Adviser and its affiliates are
also responsible for managing
the Underlying Funds. The
Trustees and officers of the
Funds may also have conflicting
interests in fulfilling their
fiduciary duties to both the
Fund and the Underlying Funds.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
GOVERNOR LIFESTYLE GROWTH FUND VISION MANAGED ALLOCATION FUND -
AGGRESSIVE GROWTH
-------------------------------------------------------------------------------
INVESTMENT OBJECTIVE: INVESTMENT OBJECTIVE:
To provide capital appreciation. To provide capital appreciation.
PRINCIPAL INVESTMENTS: PRINCIPAL INVESTMENTS:
The Lifestyle Growth Fund's principal Like the other Managed Allocation
investments are substantially similar Funds, the Vision Managed Allocation to
those of the Vision Managed Fund - Aggressive Growth seeks to Allocation Fund -
Aggressive Growth. achieve its objective by investing in
a combination of Vision Funds managed
by the Adviser (the "Underlying
Funds"). The Fund currently plans
generally to invest 70% to 100% of its
assets in Underlying Funds that invest
primarily in equity securities. The
Fund's remaining assets may be invested
in shares of Underlying Funds that
invest primarily in fixed income
securities and money market
instruments.
INVESTMENT STYLE AND STRATEGIES: INVESTMENT STYLE AND STRATEGIES:
The Lifestyle Growth Fund's investment The Fund currently plans to invest in
policies and strategies are shares of the following Underlying
substantially similar to those of the Funds within the percentage ranges
Vision Managed Allocation Fund - indicated:
Aggressive Growth except that the
Lifestyle Growth Fund generally Investment
invests in shares of the following Range (Percentage of
Governor Funds within the percentage the
ranges indicated: ASSET CLASS FUND'S STOCK)
----------- -------------
MONEY MARKET FUNDS 0-20%
Investment Range Institutional Prime
(Percentage of Money Market Fund
the Treasury Money Market
ASSET CLASS FUND'S Fund
----------- -------
STOCK) FIXED INCOME FUNDS 0-30%
--------------
MONEY MARKET FUNDS 0-10% Institutional Limited Duration
Prime Money Market Fund U.S. Government Fund
U.S. Treasury Obligations Intermediate Term Bond Fund
Money Market Fund U.S. Government Securities Fund
FIXED INCOME FUNDS 10-40% EQUITY FUNDS 70-100%
Limited Duration Government Large Cap Growth Fund
Securities Fund Small Cap Stock Fund
Intermediate Term Income Fund International Equity Fund
EQUITY FUNDS 50-80% Mid Cap Stock Fund
Established Growth Fund Large Cap Core Fund
Aggressive Growth Fund Large Cap Value Fund
International Equity Fund
The Adviser makes allocation decisions
according to its outlook for the
economy, financial markets, and
relative market valuation for the
Underlying Funds. Moreover, the
underlying funds in which the Fund may
invest, the allocation ranges, and the
investments in each Underlying Fund may
all be changed from time to time
without shareholder approval.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The principal risks of investing in the The Fund is subject to those risks
Lifestyle Growth Fund are substantially associated with investments in the
similar to those of the Vision Managed Underlying Funds in which the Fund
Allocation Fund - Aggressive Growth. actually invests. The Fund is subject To
the extent there are differences in to the following principal risks: the actual
risks of investments in these Funds, it is primarily a result |X| STOCK MARKET
RISK. The value of of the different allocations each Fund equity securities in
the Fund's makes in the underlying funds. portfolio will rise and fall,
sometimes drastically, as a
result of factors affecting
individual companies or
industries, or the securities
market as a whole.
|X| FOREIGN SECURITIES RISK.
Investments in issuers located
in foreign countries may have
greater price volatility and
less liquidity. Investments in
foreign securities also are
subject to political,
regulatory, and diplomatic
risks. Changes in currency
rates are an additional risk of
investments in foreign
securities.
|X| SMALLER COMPANIES RISK.
Generally, the smaller the
market capitalization of a
company, the fewer the number of
shares traded daily, the less
liquid its stock and the more
volatile its price. Companies
with smaller market
capitalizations also tend to
have unproven track records, a
limited product or service base
and limited access to capital.
These factors make these
companies more likely to fail
than companies with larger
market capitalizations.
|X| RISKS RELATED TO INVESTING FOR
VALUE. Value stock prices are
considered "cheap" relative to
the company's perceived value
and are often out of favor with
other investors. However, if
other investors fail to
recognize the company's value
(and do not become buyers, or
become sellers), or favor
investing in faster-growing
companies, value stocks may not
increase in value as anticipated
by the Adviser or may even
decline further.
Due to their relatively low
valuations, value stocks are
typically less volatile than
growth stocks. Further, value
stocks tend to have higher
dividends than growth stocks.
This means they depend less on
price changes for returns and may
lag behind growth stocks in an up
market.
|X| RISKS RELATED TO INVESTING FOR
GROWTH. Growth stock prices
reflect projections of future
earnings or revenues and can,
therefore, fall dramatically if
the company fails to meet those
projections. Growth stocks also
may be more expensive relative
to their earnings or assets
compared to value or other
stocks.
Due to their relatively high
valuations, growth stocks are
typically more volatile than
value stocks. Further, growth
stocks may not pay dividends or
may pay lower dividends than
value stocks. This means they
depend more on price changes for
returns and may be more adversely
affected in a down market
compared to value stocks that pay
higher dividends.
|X| AFFILIATED PERSONS RISK. In
managing the Fund, the Adviser
will have the authority to
select and substitute the
Underlying Funds in which the
Fund will invest. The Adviser
is subject to conflicts of
interest in allocating Fund
assets among the various
Underlying Funds both because
the fees payable to it and/or
its affiliates by some
Underlying Funds are higher than
the fees payable by other
Underlying Funds and because the
Adviser and its affiliates are
also responsible for managing
the Underlying Funds. The
Trustees and officers of the
Funds may also have conflicting
interests in fulfilling their
fiduciary duties to both the
Fund and the Underlying Funds.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
GOVERNOR LIFESTYLE MODERATE GROWTH FUND VISION MANAGED ALLOCATION FUND -
MODERATE GROWTH
-------------------------------------------------------------------------------
INVESTMENT OBJECTIVE: INVESTMENT OBJECTIVE:
To provide capital appreciation and, To provide capital appreciation and,
secondarily, income. secondarily, income.
PRINCIPAL INVESTMENTS: PRINCIPAL INVESTMENTS:
The Lifestyle Moderate Growth Fund's The Vision Managed Allocation Fund --
principal investments are substantially Moderate Growth seeks to achieve its
similar to the Vision Managed objective by investing in a Allocation Fund -
Moderate Growth. combination of Vision Funds managed by
the Adviser (the "Underlying Funds").
The Fund generally invests at least 55%
of its assets in Underlying Funds that
invest primarily in either equity
securities or fixed income securities.
The Fund's remaining assets may be
invested in shares of Underlying Funds
that invest primarily in money market
instruments.
INVESTMENT STYLE AND STRATEGIES: INVESTMENT STYLE AND STRATEGIES:
The Lifestyle Moderate Growth Fund's The Fund currently plans to invest in
investment policies and strategies are shares of the following Underlying
substantially similar to those of the Funds within the percentage ranges
Vision Managed Allocation Fund - indicated:
Moderate Growth except that the
Lifestyle Moderate Growth Fund Investment
generally invests in shares of the Range (Percentage of
following Governor Funds within the the
percentage ranges indicated: ASSET CLASS FUND'S STOCK)
----------- -------------
MONEY MARKET FUNDS 5-45%
Investment Range Institutional Prime Money
(Percentage of Market Fund
the Treasury Money Market Fund
ASSET CLASS FUND'S FIXED INCOME FUNDS 15-50%
----------- -------
STOCK) Institutional Limited Duration
--------------
MONEY MARKET FUNDS 0-20% U.S. Government Fund
Prime Money Market Fund Intermediate Term Bond Fund
U.S. Treasury Obligations U.S. Government Securities Fund
Money Market Fund EQUITY FUNDS 40-70%
FIXED INCOME FUNDS 20-50% Large Cap Growth Fund
Limited Duration Government Small Cap Stock Fund
Securities Fund International Equity Fund
Intermediate Term Income Fund Mid Cap Stock Fund
EQUITY FUNDS 30-60% Large Cap Core Fund
Established Growth Fund Large Cap Value Fund
Aggressive Growth Fund
International Equity Fund The Adviser makes allocation decisions
according to its outlook for the
economy, financial markets, and
relative market valuation for the
Underlying Funds. Moreover, the
Underlying Funds in which the Fund may
invest, the allocation ranges, and the
investments in each Underlying Fund may
all be changed from time to time
without shareholder approval.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The principal risks of investing in the The Fund is subject to those risks
Lifestyle Moderate Growth Fund are associated with investments in the
substantially similar to those of the Underlying Funds in which the Fund Vision
Managed Allocation Fund - actually invests. The Fund is subject Moderate Growth.
To the extent there to the following principal risks: are differences in the
actual risks of investments in these Funds, it is |X| CREDIT RISK. It is
possible that primarily a result of the different an issuer will default on a
allocations each Fund makes in the security by failing to pay underlying funds.
interest and principal when
due. If an issuer defaults, the
Fund will lose money. Changes in
an issuer's financial strength or
in a securities credit rating may
affect a security's value and
thus, impact the Fund's
performance.
|X| INTEREST RATE RISK. When
interest rates rise, fixed
income securities tend to
decline in value. The opposite
is also true: when interest
rates fall, fixed income
securities tend to rise in
value. In general, fixed income
securities with longer
maturities are more sensitive to
interest rate changes. Changes
in interest rates also may cause
certain debt securities held by
the Fund to be paid off much
sooner than expected.
|X| CALL RISK. An issuer may redeem
a fixed income security before
maturity at a price below its
current market price. If a
security is called, the Fund may
have to replace it with another
fixed income security with lower
interest rates, higher credit
risks, or other less favorable
characteristics.
|X| PREPAYMENT RISK. Mortgage-backed
and asset-backed securities are
subject to prepayment risk.
These securities differ from
conventional debt securities
because principal is paid back
over the life of the security
rather than at maturity. The
Fund may receive unscheduled
prepayments of principal before
the security's maturity date due
to voluntary prepayments,
refinancing or foreclosure on
the underlying mortgage loans.
When securities are prepaid, the
Fund loses anticipated interest
and a portion of its principal
investment represented by any
premium the Fund may have paid.
Due in part to this prepayment
risk, mortgage-backed securities
are relatively volatile.
|X| STOCK MARKET RISK. The value of
equity securities in the Fund's
portfolio will rise and fall,
sometimes drastically, as a
result of factors affecting
individual companies or
industries, or the securities
market as a whole.
|X| FOREIGN SECURITIES RISK.
Investments in issuers located
in foreign countries may have
greater price volatility and
less liquidity. Investments in
foreign securities also are
subject to political,
regulatory, and diplomatic
risks. Changes in currency
rates are an additional risk of
investments in foreign
securities.
|X| SMALLER COMPANIES RISK.
Generally, the smaller the
market capitalization of a
company, the fewer the number of
shares traded daily, the less
liquid its stock and the more
volatile its price. Companies
with smaller market
capitalizations also tend to
have unproven track records, a
limited product or service base
and limited access to capital.
These factors make these
companies more likely to fail
than companies with larger
market capitalizations.
|X| RISKS RELATED TO INVESTING FOR
VALUE. Value stock prices are
considered "cheap" relative to
the company's perceived value
and are often out of favor with
other investors. However, if
other investors fail to
recognize the company's value
(and do not become buyers, or
become sellers), or favor
investing in faster-growing
companies, value stocks may not
increase in value as anticipated
by the Adviser or may even
decline further.
Due to their relatively low
valuations, value stocks are
typically less volatile than
growth stocks. Further, value
stocks tend to have higher
dividends than growth stocks.
This means they depend less on
price changes for returns and may
lag behind growth stocks in an up
market.
|X| RISKS RELATED TO INVESTING FOR
GROWTH. Growth stock prices
reflect projections of future
earnings or revenues and can,
therefore, fall dramatically if
the company fails to meet those
projections. Growth stocks also
may be more expensive relative
to their earnings or assets
compared to value or other
stocks.
Due to their relatively high
valuations, growth stocks are
typically more volatile than
value stocks. Further, growth
stocks may not pay dividends or
may pay lower dividends than
value stocks. This means they
depend more on price changes for
returns and may be more adversely
affected in a down market
compared to value stocks that pay
higher dividends.
|X| AFFILIATED PERSONS RISK. In
managing the Fund, the Adviser
will have the authority to
select and substitute the
Underlying Funds in which the
Fund will invest. The Adviser
is subject to conflicts of
interest in allocating Fund
assets among the various
Underlying Funds both because
the fees payable to it and/or
its affiliates by some
Underlying Funds are higher than
the fees payable by other
Underlying Funds and because the
Adviser and its affiliates are
also responsible for managing
the Underlying Funds. The
Trustees and officers of the
Funds may also have conflicting
interests in fulfilling their
fiduciary duties to both the
Fund and the Underlying Funds.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
GOVERNOR LIMITED DURATION GOVERNMENT VISION INSTITUTIONAL LIMITED DURATION
SECURITIES FUND U.S. GOVERNMENT FUND
-------------------------------------------------------------------------------
INVESTMENT OBJECTIVE: INVESTMENT OBJECTIVE:
To provide current income, with To provide current income, with
preservation of capital as a secondary preservation of capital as a secondary
objective. objective.
The Limited Duration Government PRINCIPAL INVESTMENTS:
Securities Fund's principal investments
and investment policies and strategies The Vision Institutional Limited
are substantially similar to those in Duration U.S. Government Fund normally
the Vision Institutional Limited invests substantially all, but under
Duration U.S. Government Fund. normal market conditions no less than
65%, of its total assets in obligations
issued or supported as to principal and
interest by the U.S. Government or its
agencies and instrumentalities
including mortgage-backed securities,
asset-backed securities, variable and
floating rate securities, and zero
coupon securities, and in repurchase
agreements backed by such securities.
The Fund expects to maintain a duration
of less than three years under normal
market conditions but has no limit as
to the maturity of any one security
that it may purchase. "Duration" is the
average time it takes to receive
expected cash flows (discounted to
their present value) on a particular
fixed-income instrument or a portfolio
of instruments.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The principal risks of investing in the The shares of the Fund are not
Limited Duration Government Securities deposits or obligations of the
Fund are the same as those of the Adviser, are not endorsed or
Vision Institutional Limited Duration guaranteed by the Adviser and are not
U.S. Government Fund. insured or guaranteed by the U.S.
government, the Federal Deposit
Insurance Corporation, the Federal
Reserve Board, or any other government
agency.
The Vision Institutional Limited
Duration U.S. Government Fund is
subject to the following principal
risks:
|X| INTEREST RATE RISK. When
interest rates rise, fixed
income securities tend to
decline in value. The opposite
is also true: when interest
rates fall, fixed income
securities tend to rise in
value. In general, fixed income
securities with longer
maturities are more sensitive to
interest rate changes. Changes
in interest rates also may cause
certain debt securities held by
the Fund to be paid off much
sooner than expected.
|X| CREDIT RISK. It is possible
that an issuer will default on a
security by failing to pay
interest or principal when due.
If an issuer defaults, the Fund
will lose money. Changes in an
issuer's financial strength or
in a security's credit rating
may affect a security's value
and, thus, impact Fund
performance.
|X| CALL RISK. An issuer may redeem
a fixed income security before
maturity at a price below its
current market price. If a
security is called, the Fund may
have to replace it with another
fixed income security with lower
interest rates, higher credit
risks, or other less favorable
characteristics.
|X| PREPAYMENT RISK. Mortgage-backed
and asset-backed securities are
subject to prepayment risk.
These securities differ from
conventional debt securities
because principal is paid back
over the life of the security
rather than at maturity. The
Fund may receive unscheduled
prepayments of principal before
the security's maturity date due
to voluntary prepayments,
refinancing or foreclosure on
the underlying mortgage loans.
When securities are prepaid, the
Fund loses anticipated interest
and a portion of its principal
investment represented by any
premium the Fund may have paid.
Due in part to this prepayment
risk, mortgage-backed securities
are relatively volatile.
|X| PORTFOLIO TURNOVER. The Fund is
actively managed and, in some
cases, in response to market
conditions, the Fund's portfolio
turnover will exceed 100%. A
higher rate of portfolio
turnover increases costs and
expenses, which must be borne by
the Fund and its shareholders.
High portfolio turnover also may
result in the realization of
substantial net short-term
capital gains, which are taxable
when distributed to shareholders.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
GOVERNOR PENNSYLVANIA MUNICIPAL BOND VISION PENNSYLVANIA MUNICIPAL INCOME
FUND FUND
-------------------------------------------------------------------------------
INVESTMENT OBJECTIVE: INVESTMENT OBJECTIVE:
To provide income exempt from both To provide income exempt from both Federal
and Pennsylvania state income federal and Pennsylvania state income taxes, and
preservation of capital. taxes, and preservation of capital.
The Pennsylvania Municipal Bond Fund's PRINCIPAL INVESTMENTS:
principal investments and investment
policies and strategies are identical The Vision Pennsylvania Municipal
to those of the Vision Pennsylvania Income Fund primarily invests in
Municipal Income Fund. municipal securities issued by
Pennsylvania and its local governments
("Pennsylvania Municipal Securities"),
and in debt obligations issued by the
government of Puerto Rico and other
governmental entities whose debt
obligations provide interest income
exempt from Federal and Pennsylvania
state income taxes. Municipal
securities are issued by state and
local governments to raise money to
finance public works, to repay
outstanding obligations, to raise funds
for general operating expenses and to
make loans to other public
institutions.
During normal market conditions, the
Fund normally will invest at least:
o 65% of its total assets in
Pennsylvania Municipal
Securities, and
o as a matter of fundamental
policy, 80% of its net assets in
securities paying interest that
is exempt from federal income
tax but may be subject to the
federal alternative minimum tax
when received by certain
shareholders.
The Fund invests in investment grade
municipal securities. Investment grade
bonds are those of medium credit
quality or better, as determined by a
national rating agency such as Standard
& Poor's Ratings Group (bonds rated BBB
or higher) and Moody's Investors
Service, Inc. (bonds rated Baa or
higher). The higher the credit rating,
the less likely it is that the bond
issuer will default on its principal
and interest payments.
The Fund expects that the
dollar-weighted average maturity of its
investments will be 3 to 10 years.
Dollar-weighted average maturity gives
you the average time until all debt
obligations, including municipal
securities, in a fund come due or
mature. It is calculated by averaging
the time to maturity of all debt
obligations held by a fund with each
maturity "weighted" according to the
percentage of assets that it
represents. Within this range, the
Fund's Adviser may vary the average
maturity substantially in anticipation
of a change in the interest rate
environment. There is no limit as to
the maturity of any individual
security.
INVESTMENT STYLE AND STRATEGIES:
The Fund is nondiversified, which means
that it may invest a greater portion of
its assets in the municipal securities
of one issuer than a diversified fund.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The principal risks of investing in the The Fund is subject to the following
Pennsylvania Municipal Bond Fund are principal risks:
the same as those of the Vision
Pennsylvania Municipal Income Fund. |X| CREDIT RISK. It is possible that
an issuer will default on a
security by failing to pay
interest or principal when due.
If an issuer defaults, the Fund
will lose money. Changes in an
issuer's financial strength or in
a security's credit rating may
affect a security's value and,
thus, impact Fund performance.
|X| INTEREST RATE RISK. When
interest rates rise, fixed
income securities tend to
decline in value. The opposite
is also true: when interest
rates fall, fixed income
securities tend to rise in
value. In general, fixed income
securities with longer
maturities are more sensitive to
interest rate changes. Changes
in interest rates also may cause
certain debt securities held by
the Fund to be paid off much
sooner than expected.
|X| CALL RISK. An issuer may redeem
a fixed income security before
maturity at a price below its
current market price. If a
security is called, the Fund may
have to replace it with another
fixed income security with lower
interest rates, higher credit
risks, or other less favorable
characteristics.
|X| PREPAYMENT RISK.
Mortgage-backed and asset-backed
securities are subject to
prepayment risk. These
securities differ from
conventional debt securities
because principal is paid back
over the life of the security
rather than at maturity. The
Fund may receive unscheduled
prepayments of principal before
the security's maturity date due
to voluntary prepayments,
refinancing or foreclosure on
the underlying mortgage loans.
When securities are prepaid, the
Fund loses anticipated interest
and a portion of its principal
investment represented by any
premium the Fund may have paid.
Due in part to this prepayment
risk, mortgage-backed securities
are relatively volatile.
|X| TAX RISK. The failure of a
municipal security to meet
certain legal requirements may
cause the interest received and
distributed by the Fund to
shareholders to be taxable.
Changes or proposed changes in
federal tax laws may cause the
prices of municipal securities
to fall.
|X| NON-DIVERSIFICATION RISK.
Because the Fund is
non-diversified, a change in
value of any one investment held
by the Fund may affect the
overall value of the Fund more
than it would affect a
diversified fund. Because the
Fund invests in municipal
securities, it has the risk that
special factors may adversely
affect the value of municipal
securities, such as political or
legislative changes or
uncertainties related to the tax
status of municipal securities.
|X| PENNSYLVANIA RISK. Since the
Fund invests primarily in
Pennsylvania municipal
securities, factors adversely
affecting that commonwealth,
such as economic or political
conditions, could have a more
significant effect on the Fund's
net asset value.
Pennsylvania's economy
historically has been dependent
upon heavy industry, but has
diversified recently into various
services, particularly into
medical and health services,
education and financial services.
Agricultural industries continue
to be an important part of the
economy, including not only the
production of diversified food
and livestock products, but
substantial economic activity in
agribusiness and food-related
industries. Service industries
currently employ the greatest
share of nonagricultural workers,
followed by the categories of
trade and manufacturing. Future
economic difficulties in any of
these industries could have an
adverse impact on the finances of
the Commonwealth or its
municipalities, and could
adversely affect the market value
of the Pennsylvania Exempt
Securities in the Pennsylvania
Municipal Income Fund or the
ability of the respective
obligors to make payments of
interest and principal due on
such Securities.
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GOVERNOR PRIME MONEY MARKET FUND VISION INSTITUTIONAL PRIME MONEY
MARKET FUND
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INVESTMENT OBJECTIVE: INVESTMENT OBJECTIVE:
To provide current income with To provide current income with
liquidity and stability of principal. liquidity and stability of principal.
The Prime Money Market Fund's principal PRINCIPAL INVESTMENTS:
investments and investment policies and
strategies are substantially the same The Vision Institutional Prime Money
as those of the Vision Institutional Market Fund is a "money market fund"
Prime Money Market Fund. that seeks to maintain a stable net
asset value of $1.00 per share. The
Fund pursues its objective by
maintaining a portfolio of
high-quality, U.S. dollar-denominated
money market instruments. The Fund
invests primarily in bank certificates
of deposit, bankers' acceptances, prime
commercial paper, corporate
obligations, municipal obligations,
asset-backed securities, securities
issued or guaranteed by the U.S.
government or its agencies and
repurchase agreements backed by such
obligations. The Fund may also invest
in certain U.S. dollar denominated
foreign securities. As a money market
fund, the Fund must meet the
requirements of the Securities and
Exchange Commission's Rule 2a-7. This
Rule imposes requirements on the
investment quality, maturity, and
diversification of the Fund's
investments. Under Rule 2a-7, the
Fund's investments must have a
remaining maturity (as defined under
the Rule) of no more than 397 days and
its investments must maintain a
dollar-weighted average portfolio
maturity that does not exceed 90 days.
The Fund will only buy a money market
instrument if it or its issuer or
guarantor has short-term ratings in the
two highest categories from at least
two nationally recognized statistical
rating organizations, such as Standard
& Poor's Ratings Group or Moody's
Investors Service, Inc., or only one
such rating if only one organization
has rated the instrument. If the money
market instrument is not rated, the
Adviser must determine that it is of
comparable quality to eligible rated
instruments.
INVESTMENT STYLE AND STRATEGIES:
The Fund buys and sells securities
based on its objective of seeking
income with liquidity and stability of
principal. The Fund will attempt to
increase its yield by trading to take
advantage of short-term market
variations. The Fund's Adviser
evaluates investments based on credit
analysis and the Adviser's interest
rate outlook.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The principal risks of investing in the The shares of the Fund are not
Prime Money Market Fund are deposits or obligations of the
substantially the same as those of the Adviser, are not endorsed or
Vision Institutional Prime Money Market guaranteed by it and are not insured
Fund. or guaranteed by the U.S. government,
the Federal Deposit Insurance
Corporation, the Federal Reserve Board
or any other government agency.
The Fund is subject to the following
principal risks:
|X| MARKET RISK. The Fund expects
to maintain a net asset value of
$1.00 per share, but there is no
assurance that the Fund will be
able to do so on a continuous
basis. The Fund's performance
per share will change daily
based on many factors, including
fluctuations in interest rates,
the quality of the instruments
in the Fund's investment
portfolio, national, and
international economic
conditions and general market
conditions.
|X| INTEREST RATE RISK. When
interest rates rise, fixed
income securities tend to
decline in value. The opposite
is also true: when interest
rates fall, fixed income
securities tend to rise in
value. In general, fixed income
securities with longer
maturities are more sensitive to
interest rate changes. Changes
in interest rates also may cause
certain debt securities held by
the Fund to be paid off much
sooner than expected.
|X| CREDIT RISK. Credit risk is the
possibility that an issuer will
default on a security by failing
to pay interest or principal
when due. If an issuer
defaults, the Fund will lose
money. Changes in an issuer's
financial strength or in a
security's credit rating may
affect a security's value and
thus impact the Fund's
performance.
|X| CALL RISK. An issuer may redeem
a fixed income security before
maturity at a price below its
current market price. If the
security is called, the Fund may
have to replace it with another
fixed income security with lower
interest rates, higher credit
risks, or other less favorable
characteristics.
|X| PREPAYMENT RISK.
Mortgage-backed and asset-backed
securities are subject to
prepayment risk. These
securities differ from
conventional debt securities
because principal is paid back
over the life of the security
rather than at maturity. The
Fund may receive unscheduled
prepayments of principal before
the security's maturity date due
to voluntary prepayments,
refinancing or foreclosure on
the underlying mortgage loans.
When securities are prepaid, the
Fund loses anticipated interest
and a portion of its principal
investment represented by any
premium the Fund may have paid.
Due in part to this prepayment
risk, mortgage-backed securities
are relatively volatile.
|X| FOREIGN SECURITIES RISK.
Investments in issuers located
in foreign countries may have
greater price volatility and
less liquidity. Investments in
foreign securities also are
subject to political,
regulatory, and diplomatic
risks. Changes in currency
rates are an additional risk of
investments in foreign
securities.
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GOVERNOR U.S. TREASURY OBLIGATIONS VISION TREASURY MONEY MARKET FUND
MONEY MARKET FUND
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INVESTMENT OBJECTIVE: INVESTMENT OBJECTIVE:
To seek current income with liquidity To seek current income with liquidity
and stability of principal. and stability of principal.
PRINCIPAL INVESTMENTS: PRINCIPAL INVESTMENTS:
The U.S. Treasury Obligations Money The Fund pursues its goal by investing
Market Fund is a "money market fund" in a diversified portfolio of direct that
seeks to maintain a stable net obligations of the U.S. Treasury such asset value
of $1.00 per share. The as Treasury bills and notes, and Fund invests primarily
(at least 65% of repurchase agreements secured by these its total assets) in
securities issued obligations. These obligations are by the U.S. Treasury, such
as bills, high-quality, short-term investments notes and bonds, and repurchase
that generally mature and come due for agreements backed by such securities.
repayment by the issuer in 397 days or In addition, the Fund may invest in less.
securities of money market mutual funds and when-issued or delayed delivery
As a money market fund that seeks to securities. The Fund also may invest
maintain a stable net asset value of in issues of U.S. Government agencies $1.00
per share, the Fund must meet and instrumentalities established under the
requirements of the Securities and the authority of an Act of Congress, Exchange
Commission's Rule 2a-7. This including obligations supported by the Rule imposes
requirements on the "full faith and credit" of the United investment quality,
maturity, and States (e.g., obligations guaranteed by diversification of the
Fund's the Export-Import Bank of the United investments. Under Rule 2a-7, the
States, and Private Export Funding Fund's investments must have a Corporation,
among others) and remaining maturity (as defined under repurchase agreements
with respect to the Rule) of no more than 397 days and these types of
obligations. its investments must maintain an dollar-weighted average portfolio
As a money market fund, the U.S. maturity that does not exceed 90 Treasury
Obligations Money Market Fund, days. like the Vision Treasury Money Market Fund,
must meet the requirements of the Securities and Exchange Commission's Rule
2a-7.
INVESTMENT STYLE AND STRATEGIES: INVESTMENT STYLE AND STRATEGIES:
The U.S. Treasury Obligations Money The Fund will only buy a money market
Market Fund buys and sells securities instrument if it or its issuer or based on
its objective of seeking guarantor has short-term ratings in current income with
liquidity and the two highest categories from at stability of principal. The
U.S. least two nationally recognized Treasury Obligations Money Market Fund
statistical rating organizations, such will attempt to increase its yield by as
Standard & Poor's Ratings Group or trading to take advantage of short-term
Moody's Investors Service, Inc., or market variations. The U.S. Treasury only
one such rating if only one Obligations Money Market Fund's Advisor organization
has rated the evaluates investments based on credit instrument. Or, if the money
market analysis and the Advisor's interest instrument is not rated, the Adviser
rate outlook. must determine that it is of comparable quality to eligible rated
ALTHOUGH THE INVESTMENT STYLES AND instruments. STRATEGIES ARE DESCRIBED
DIFFERENTLY FOR THESE FUNDS, THE FUNDS INVEST IN THE SAME TYPES OF SECURITIES
WITH REGARD TO QUALITY AND MATURITY AND ARE MANAGED SIMILARLY.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The U.S. Treasury Obligations Money The shares of the Fund are not
Market Fund is subject to substantially deposits or obligations of the
similar principal risks as the Vision Adviser, are not endorsed or
Treasury Money Market Fund. guaranteed by it and are not insured
or guaranteed by the U.S. government,
the Federal Deposit Insurance
Corporation, the Federal Reserve Board
or any other government agency.
The Vision Treasury Money Market Fund
is subject to the following principal
risks:
|X| MARKET RISK. The Fund expects
to maintain a net asset value of
$1.00 per share, but there is no
assurance that the Fund will be
able to do so on a continuous
basis. The Fund's performance
per share will change daily
based on many factors, including
fluctuation in interest rates,
the quality of the instruments
in the Fund's investment
portfolio, national, and
international economic
conditions and general market
conditions.
|X| INTEREST RATE RISK. When
interest rates rise, fixed
income securities tend to
decline in value. The opposite
is also true: when interest
rates fall, fixed income
securities tend to rise in
value. In general, fixed income
securities with longer
maturities are more sensitive to
interest rate changes. Changes
in interest rates also may cause
certain debt securities held by
the Fund to be paid off much
sooner than expected.
|X| CREDIT RISK. It is possible
that an issuer will default on a
security by failing to pay
interest or principal when due.
If an issuer defaults, the Fund
will lose money. Changes in an
issuer's financial strength or
in a security's credit rating
may affect a security's value
and thus impact the Fund's
performance.
|X| CALL RISK. An issuer may redeem
a fixed income security before
maturity at a price below its
current market price. If the
security is called, the Fund may
have to replace it with another
fixed income security with lower
interest rates, higher credit
risks, or other less favorable
characteristics.
INVESTMENT RESTRICTIONS:
The Governor U.S. Treasury Obligations Money Market Fund and the Vision
Treasury Money Market Fund have each adopted as fundamental policies certain
investment restrictions, which are substantially similar, except as noted below.
Fundamental investment restrictions may not be changed without shareholder vote.
(Each Fund also has certain additional non-fundamental investment restrictions,
which are described in each Fund's Statement of Additional Information.)
o THE FUNDS' POLICIES WITH RESPECT TO CONCENTRATION ARE SUBSTANTIALLY SIMILAR
EXCEPT THAT THE GOVERNOR FUND EXCLUDES CERTAIN INVESTMENTS FROM THE
CALCULATION FOR PURPOSES OF CONCENTRATION AS A MATTER OF FUNDAMENTAL POLICY
WHILE THE VISION FUND DOES SO AS A MATTER OF NON-FUNDAMENTAL POLICY.
o BOTH FUNDS MAY BORROW MONEY TO THE EXTENT PERMITTED BY THE INVESTMENT
COMPANY ACT OF 1940, BUT THE GOVERNOR FUND, UNLIKE THE VISION FUND, MAY NOT
ACQUIRE ANY PORTFOLIO SECURITIES WHILE BORROWINGS EXCEED 5% OF ITS TOTAL
ASSETS.
o THE FUNDS' POLICIES WITH RESPECT TO LENDING DIFFER BECAUSE THE VISION FUND
CAN INVEST IN LOANS, INCLUDING ASSIGNMENTS AND PARTICIPATION INTERESTS.
o NEITHER FUND MAY UNDERWRITE SECURITIES ISSUED BY OTHER PERSONS, EXCEPT THAT
THE GOVERNOR FUND MAY DO SO TO THE EXTENT THAT IT MAY BE DEEMED TO BE AN
UNDERWRITER UNDER CERTAIN SECURITIES LAWS IN THE DISPOSITION OF "RESTRICTED
SECURITIES" AND THE VISION FUND MAY ENGAGE IN TRANSACTIONS THAT INVOLVE THE
ACQUISITION, DISPOSITION OR RESALE OF ITS PORTFOLIO SECURITIES UNDER
CIRCUMSTANCES WHERE IT MAY BE CONSIDERED TO BE AN UNDERWRITER UNDER THE
SECURITIES ACT OF 1933.
o UNLIKE THE GOVERNOR FUND'S POLICY, WHICH IS FUNDAMENTAL, THE VISION FUND'S
POLICY WITH RESPECT TO PURCHASING SECURITIES ON MARGIN IS NON-FUNDAMENTAL,
WHICH MEANS IT MAY BE CHANGED WITHOUT SHAREHOLDER VOTE.
o WHILE NEITHER FUND CAN PURCHASE OR SELL REAL ESTATE, EACH CAN INVEST IN
MARKETABLE SECURITIES OF COMPANIES ENGAGED IN SUCH ACTIVITIES AND
SECURITIES SECURED BY REAL ESTATE INTERESTS THEREON. THE VISION FUND'S
POLICY EXPRESSLY PERMITS THAT FUND TO EXERCISE ITS RIGHTS UNDER AGREEMENTS
RELATING TO SUCH SECURITIES, INCLUDING THE RIGHT TO ENFORCE SECURITY
INTEREST AND TO HOLD REAL ESTATE ACQUIRED BY REASON OF SUCH ENFORCEMENT
UNTIL THAT REAL ESTATE CAN BE LIQUIDATED.
o WHILE THE VISION FUND, LIKE THE GOVERNOR FUND, CANNOT PURCHASE OR SELL
COMMODITIES OR COMMODITIES CONTRACTS, IT CAN PURCHASE SECURITIES OF
COMPANIES THAT DEAL IN COMMODITIES.
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COMPARISON OF OPERATIONS
INVESTMENT ADVISORY AGREEMENTS
The Vision Group of Funds is governed by its Board of Trustees. This Board
selects and oversees the investment activities of the investment adviser to each
Vision Fund. M&T Bank serves as investment adviser to all of the Vision Funds
pursuant to an investment advisory agreement. M&T Bank manages each Vision
Fund's assets, including buying and selling portfolio securities. The address of
M&T Bank and M&T Corp. is One M&T Plaza, Buffalo, NY 14203.
M&T Bank is the principal banking subsidiary of M&T Corp., a regional bank
holding company in existence since 1969. M&T Bank was founded in 1856 and
provides comprehensive banking and financial services to individuals,
governmental entities and businesses throughout New York State. As of June 30,
2000, M&T Bank had $5.5 billion in assets under management. M&T Bank has served
as investment adviser to the Vision Group of Funds and its predecessor since
their inception in 1988. As of June 30, 2000, M&T Bank managed $2.3 billion in
net assets of mutual funds. As part of its regular banking operations, M&T Bank
may make loans to public companies. Thus, it may be possible, from time to time,
for the Vision Funds to hold or acquire the securities of issuers that are also
lending clients of M&T Bank. The lending relationship will not be a factor in
the selection of securities. M&T Bank has entered into sub-advisory agreements
with respect to the daily management of the Vision Small Cap Stock Fund and
Vision International Equity Fund. Those sub-advisory agreements are described
below under "Sub-Advisory Agreements."
The Governor Funds is governed by its Board of Trustees. This Board selects
each Governor Fund's investment adviser and oversees the adviser's investment
activities. Martindale currently serves as investment adviser to each Governor
Fund pursuant to an interim investment advisory agreement, as further described
in Proposal 2. Martindale manages each Governor Fund's assets (other than those
of the International Equity Fund), including buying and selling portfolio
securities, and maintains each Fund's records relating to such purchases and
sales. The address of Martindale is Four Falls Corporate Center, Suite 200, West
Conshohocken, Pennsylvania 19428. Martindale is a subsidiary of M&T Corp. Prior
to the merger between Keystone and M&T Corp., Martindale was a wholly-owned
subsidiary of Keystone. Martindale was organized in 1989 and was acquired by
Keystone in December 1995.
The chart below sets forth the annual rate of investment advisory fees for
both the Governor Funds and the Vision Funds pursuant to their respective
currently effective investment advisory agreements. For the Vision Funds, the
chart below also sets forth the rate of advisory fee after giving effect to the
contractual advisory fee waiver by M&T Bank for certain of the Vision Funds.
Consistent with Rule 15a-4 under the Investment Company Act of 1940, as amended
("1940 Act"), the actual amount of the investment advisory fee to be paid to
Martindale pursuant to the currently effective interim investment advisory
agreement between the Governor Funds, on behalf of each Governor Fund, and
Martindale, is subject to shareholder approval of a new investment advisory
agreement as further described in Proposal 2.
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GOVERNOR FUND ADVISORY FEE VISION FUND ADVISORY FEE
AS A
PERCENTAGE
AS A OF VISION
PERCENTAGE FUND AVERAGE
OF GOVERNOR DAILY NET
FUND AVERAGE ASSETS
DAILY NET (BEFORE/AFTER
ASSETS ANY WAIVERS)*
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Aggressive Growth Fund 1.00% Vision Small Cap Stock .85%
Fund
-----------------------------------------------------------------------------
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Established Growth Fund .75% Vision Large Cap Core .85%
Fund
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Intermediate Term .60% Vision Intermediate .70%/.47%
Income Fund Term Bond Fund
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International Equity 1.25% Vision International 1.00%/.90%
Fund Equity Fund
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Lifestyle Conservative .25% Vision Managed .25%/.00%
Growth Fund Allocation Fund -
Conservative Growth
-----------------------------------------------------------------------------
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Lifestyle Growth Fund .25% Vision Managed .25%/.00%
Allocation Fund -
Aggressive Growth
-----------------------------------------------------------------------------
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Lifestyle Moderate .25% Vision Managed .25%/.00%
Growth Fund Allocation Fund -
Moderate Growth
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Limited Duration .60% Vision Institutional .60%/.40%
Government Securities Limited Duration U.S.
Fund Government Fund
-----------------------------------------------------------------------------
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Pennsylvania Municipal .60% Vision Pennsylvania .70%/.64%
Bond Fund Municipal Income Fund
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Prime Money Market Fund .40% Vision Institutional .50%/.20%
Prime Money Market Fund
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U.S. Treasury .40% Vision Treasury Money .50%/.41%
Obligations Money Market Fund
Market Fund
-----------------------------------------------------------------------------
* M&T Bank has agreed contractually to waive some or all of its investment
advisory fees on certain of the Vision Funds for a one-year period starting from
the Closing of the Reorganization, which is expected to occur on or about
December 18, 2000. Prior to November 1, 2000, the Governor Funds were subject to
contractual fee waivers. See "Summary - Comparative Fee Tables" for information
on applicable investment advisory fee waivers and reimbursements.
SUB-ADVISORY AGREEMENTS
VISION FUNDS
M&T Bank has delegated daily management of the Vision Small Cap Stock Fund
to Martindale, pursuant to a sub-advisory agreement. For its services under the
sub-advisory agreement, Martindale receives an allocable portion of the advisory
fee M&T Bank receives from the Vision Small Cap Stock Fund. The allocation is
based on the amount of securities which Martindale manages for the Fund and is
paid by M&T Bank out of the fees it receives. The sub-advisory fee paid to
Martindale is not an additional Fund expense. Martindale is paid by M&T Bank as
follows: 0.50% on the first $50 million of the Fund's average daily net assets;
0.40% on the next $50 million of the Fund's average daily net assets; 0.30% on
the next $100 million of the Fund's average daily net assets; and 0.20% on the
Fund's average daily net assets over $200 million. Martindale also serves as the
investment adviser to the Aggressive Growth Fund of the Governor Funds as
described above.
M&T Bank has delegated daily management of the Vision International Equity
Fund to Brinson, 209 South LaSalle Street, Chicago, Illinois 60604, pursuant to
a sub-advisory agreement. Brinson is a wholly-owned subsidiary of UBS AG and was
organized in 1989. The address of UBS AG is P.O. Box CH-8098, Zurich,
Switzerland.
For its services under the sub-advisory agreement, Brinson receives an
allocable portion of the advisory fee M&T Bank receives from the Vision
International Equity Fund. The allocation is based on the amount of securities
which Brinson manages for the Fund and is paid by M&T Bank out of the fees it
receives. The sub-advisory fee paid to Brinson is not an additional Fund
expense. Brinson is paid by M&T Bank as follows: 0.40% on the first $50 million
of the Fund's average daily net assets; 0.35% on the next $150 million of the
Fund's average daily net assets; and 0.30% on the Fund's average daily net
assets over $200 million.
Brinson also serves as sub-adviser to the International Equity Fund of the
Governor Funds as further described below.
GOVERNOR FUNDS
Brinson serves as sub-adviser to the International Equity Fund pursuant to
an interim sub-advisory agreement as further described in Proposal 3. Subject to
the supervision of the Board of Trustees of the Governor Funds and Martindale,
Brinson manages the International Equity Fund and makes decisions with respect
to and places orders for all purchases and sales of the Fund's portfolio
securities, and maintains records relating to such purchases and sales. The
annual rate of sub-advisory fee payable to Brinson by Martindale for managing
the International Equity Fund pursuant to the interim sub-advisory agreement is
as follows: 0.40% on the first $50 million of the Fund's average daily net
assets; 0.35% on the next $150 million of the Fund's average daily net assets;
and 0.30% on the Fund's average daily net assets in excess of $200 million.
Consistent with Rule 15a-4 under the 1940 Act, the actual amount of the
sub-advisory fee to be paid to Brinson pursuant to the currently effective
interim sub-advisory agreement with Martindale is subject to approval by the
shareholders of the International Equity Fund of a new investment sub-advisory
agreement as further described in Proposal 3.
PORTFOLIO MANAGERS
VISION FUNDS
William C. Martindale, Jr. is responsible for the day-to-day management of
the VISION SMALL CAP STOCK FUND's portfolio and has over 25 years of equity
investment experience. Mr. Martindale managed the predecessor collective
investment fund and common trust fund to the Aggressive Growth Fund of the
Governor Funds since July 1, 1994. Mr. Martindale co-founded Martindale in 1989
and serves as its Chief Investment Officer. Prior to 1989, Mr. Martindale served
in various investment-related capacities with Dean Witter Reynolds. Mr.
Martindale also is responsible for the day-to-day management of the Aggressive
Growth Fund of the Governor Funds.
The VISION INTERMEDIATE TERM BOND FUND's portfolio is co-managed by Colleen
M. Marsh and Robert J. Truesdell. Ms. Marsh joined M&T Bank in October, 2000 as
a Vice President in connection with M&T Corp.'s acquisition of Keystone.
Additionally, Ms. Marsh is a senior portfolio manager in the fixed income
division of Martindale. She has over 12 years of experience managing fixed
income portfolios and funds for clients. She spent the first 10 years of her
investment management career with Keystone, and managed the Intermediate Term
Income Fund (a predecessor collective investment fund to the Intermediate Term
Income Fund of the Governor Funds) for Keystone over this time period. Ms. Marsh
is responsible for the day-to-day management of the Intermediate Term Income
Fund and Pennsylvania Municipal Bond Fund of the Governor Funds.
In addition to co-managing the Vision Intermediate Term Bond Fund's
portfolio, Mr. Truesdell also co-manages the VISION INSTITUTIONAL LIMITED
DURATION U.S. GOVERNMENT FUND's portfolio with Mark Tompkins. In addition to his
responsibilities with respect to these Funds, Mr. Truesdell manages individual
investment accounts and oversees the investment activities of M&T Bank's money
market and fixed income products as well as the money market funds in the Vision
Group of Funds. Mr. Truesdell joined M&T Bank as Vice President and Fixed Income
Manager in 1988. Mr. Truesdell holds an MBA in Accounting from the State
University of New York at Buffalo. Mr. Tompkins is Senior Portfolio Manager in
M&T Capital Advisors Group. He is responsible for managing fixed income
portfolios and the trading of fixed income secuirties for trust accounts. Prior
to joining M&T Bank in August, 1998, Mr. Tompkins spent over four years as a
Portfolio Manager with Karpus Investment Management in Rochester, New York. At
Karpus Investment Management, he was responsible for managing fixed income
investments for various portfolios, including corporations and high net worth
individuals. Mr. Tompkins holds a B.S. in Mechanical Engineering from Oakland
University and an M.B.A. in Finance and Accounting from Syracuse University. He
is a Chartered Financial Analyst candidate and a member of the Bond Club of
Buffalo. Mr. Tompkins is co-manager of Vision Pennsylvania Municipal Income
Fund's portfolio.
The VISION PENNSYLVANIA MUNICIPAL INCOME FUND's portfolio is co-managed by
Ms. Marsh and Mr. Tompkins. Ms. Marsh is primarily responsible for the
day-to-day management of the Pennsylvania Municipal Bond Fund of the Governor
Funds.
The Vision Managed Allocation Fund - Conservative Growth, Vision Managed
Allocation Fund - Moderate Growth and Vision Managed Allocation Fund -
Aggressive Growth (collectively, the "Vision Managed Allocation Funds")
portfolios are co-managed by Thomas R. Pierce and Mark Stevenson. Mr. Pierce is
a Vice President with M&T Bank. He joined M&T Bank in January 1995 as Vice
President from Merit Investment Advisors where he acted as Director of Fixed
Income Product and Trading beginning in 1993. For the period from 1987 to 1993,
Mr. Pierce served as Fixed Income Manager at ANB Investment Management Company,
where he directed the management of $3.5 billion of active and passive fixed
income portfolios. Mr. Pierce is a Chartered Financial Analyst and has a B.A. in
Economics from Washington University, and an MBA from the University of Chicago.
Mr. Stevenson is a Chartered Financial Analyst. He is a Vice President with M&T
Bank. Additionally, Mr. Stevenson has been with Martindale since 1990, and for
the past five years has managed retirement plan and personal trust assets for
Martindale's clients. Mr. Stevenson is primarily responsible for the day-to-day
management of the Lifestyle Conservative Growth Fund, Lifestyle Moderate Growth
Fund and Lifestyle Growth Fund of the Governor Funds (collectively, the
"Lifestyle Funds").
The Global Equity Committee of Brinson is responsible for the day-to-day
management of the VISION INTERNATIONAL EQUITY FUND's portfolio. The Global
Equity Committee is chaired by Thomas Madsen, CFA, Managing Director. Mr. Madsen
joined Brinson on February 1, 2000. Prior to that, he was Managing Director with
J.P. Morgan Investment Management Inc., and held several senior management
positions there since 1979, including Research Analyst, Portfolio Manager, and
head of Equity, which included research and equity trading worldwide. He
received both his BBA in Finance and Marketing and MS in Finance from the
University of Wisconsin. He has over 20 years experience in the investment
industry. The Global Equity Committee of Brinson also is responsible for the
day-to-day management of the International Equity Fund of the Governor Funds.
The VISION LARGE CAP CORE FUND is managed by William F. Dwyer. Mr. Dwyer
joined M&T Investment Group in January 2000 as Senior Vice President and Chief
Investment Officer. He has more than 32 years of investment experience. Most
recently, Mr. Dwyer served as Chief Investment Officer of Citizen's Financial
Group in Rhode Island for six years. Mr. Dwyer holds a Bachelor of Arts Degree
from St. Michael's College in Vermont. He earned his MBA from Western New
England College in Springfield, Massachusetts and is a Certified Financial
Analyst.
Kim Rogers is primarily responsible for the day-to-day management of the
VISION TREASURY MONEY MARKET FUND and VISION INSTITUTIONAL PRIME MONEY MARKET
FUND. Ms. Rogers is an Assistant Vice President and a Portfolio Manager in the
M&T Capital Advisors Group. Ms. Rogers is responsible for credit analysis and
the trading of money market instruments for the Vision Money Market funds, as
well as the management of short-term fixed income and balanced accounts. Ms.
Rogers joined M&T Bank in December 1993. Prior to coming to M&T, she was an
analyst with Capital Research and Management Co. in Los Angeles, California, and
was responsible for researching and monitoring commercial paper credits in
compliance with the SEC's Rule 2a-7 Amendments. Ms. Rogers has a B.A. degree
from Smith College, Northhampton, Massachusetts. She is a member and former
director of the Bond Club of Buffalo.
GOVERNOR FUNDS
Mr. Martindale is responsible for the day-to-day management of the
AGGRESSIVE GROWTH FUND's portfolio and the ESTABLISHED GROWTH FUND's portfolio.
Mr. Martindale's business experience during the past five years is described
above. See "Portfolio Managers - Vision Funds."
Ms. Marsh is primarily responsible for the day-to-day management of the
INTERMEDIATE TERM INCOME FUND's portfolio and Pennsylvania Municipal Bond Fund's
portfolio. Ms. Marsh's business experience during the past five years is
described above. See "Portfolio Managers - Vision Funds."
Mr. Stevenson is primarily responsible for the day-to-day management of
each Lifestyle Funds' portfolio. Mr. Stevenson's business experience during the
past five years is described above. See "Portfolio Managers - Vision Funds."
James H. Somers is primarily responsible for the day-to-day management of
the Limited Duration Government Securities Fund's portfolio. Mr. Somers joined
Martindale as a portfolio manager in September, 1995. From 1991 to September,
1995, Mr. Somers was president and owner of his own money management firm. Prior
thereto and for five years, he was a Vice President at Kidder Peabody & Company
in New York.
The Global Equity Committee of Brinson is responsible for the day-to-day
management of the INTERNATIONAL EQUITY FUND's portfolio. The business experience
of the co-chairmen of the Global Equity Committee during the past five years is
described above. See "Portfolio Managers - Vision Funds."
ADMINISTRATIVE AND SHAREHOLDER SERVICES
M&T Bank and Federated Services Company ("FSC") serve as co-administrators
of the Vision Group of Funds and provide certain administrative, personnel and
services necessary to operate the Funds. FSC provides transfer agency services
through its subsidiary, Federated Shareholder Services Company ("FSSC"), a
registered transfer agent. FSC and FSSC are indirect wholly-owned subsidiaries
of Federated Investors, Inc. The address of FSC and FSSC is 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779. For the services it provides to the Vision Group of
Funds as co-administrator, M&T Bank is entitled to receive an annual fee of
0.04% on the first $5 billion of average aggregate daily net assets of the Funds
and 0.015% on the average aggregate daily net assets in excess of $5 billion.
For its services as co-administrator, FSC is entitled to receive an annual fee
of 0.06% on the first $2 billion of average aggregate daily net assets of the
Vision Group of Funds; 0.03% on the next $3 billion of average aggregate daily
net assets of the Funds; and 0.015% on the average aggregate daily net assets in
excess of $5 billion. FSC is entitled to receive an annual fee of 0.03% on the
average aggregate daily net assets of the Vision Group of Funds for providing
transfer agency and dividend disbursing services to the Vision Funds through
FSSC.
State Street Bank and Trust Company ("State Street"), P.O. Box 8609,
Boston, Massachusetts 02266-8609, provides certain financial administration and
fund accounting services to the Vision Group of Funds and is entitled to receive
an annual fee of 0.045% based on the average aggregate daily net assets of the
Vision Group of Funds. State Street serves as custodian of the securities and
cash of each of the Vision Funds.
The Vision Funds have adopted a Shareholder Services Plan on behalf of each
class of shares, which is administered by FAS. M&T Bank acts as shareholder
servicing agent for the Vision Funds, providing shareholder assistance,
communicating or facilitating purchases and redemptions of shares, and
distributing prospectuses and other information. Except for the Vision
International Equity Fund and Vision Small Cap Stock Fund, no Vision Fund will
pay or accrue shareholder servicing fees on Class A Shares or on shares of the
Vision Institutional Limited Duration U.S. Government Fund or the Vision
Institutional Prime Money Market Fund for a one-year period beginning on the
date of the Reorganization, which is expected to occur on or about December 18,
2000, pursuant to contractual agreements with FAS and M&T Bank. In the case of
the Vision Small Cap Stock Fund, there will be a contractual waiver of the
shareholder services fee down to 0.20% of average daily net assets from the
maximum of 0.25% of average daily net assets for this same period. Absent such
waivers, the maximum shareholder services fee payable on the Class A shares or
the shares of the Vision Institutional Limited Duration U.S. Government Fund and
the Vision Institutional Prime Money Market Fund is 0.25% of average daily net
assets.
BISYS Fund Services Ohio, Inc. and Martindale serve as administrators (the
"Administrators") to the Governor Funds pursuant to a Management and
Administration Agreement (the "Administration Agreement"). The Administrators
assist in supervising all operations of the Governor Funds (other than those
performed by Martindale and Brinson under their respective advisory and
sub-advisory agreements, by The Bank of New York under the custody agreement, by
BISYS Fund Services, Inc. under the Transfer Agency Agreement and Fund
Accounting Agreement and by BISYS Fund Services Limited Partnership ("BISYS")
under the Distribution Agreement). Under the Administration Agreement, the
Administrators provide services such as compliance services, financial reporting
and tax reporting services. The annual fees payable for such services are as
follows: 0.15% of each Governor Fund's (except for the Lifestyle Funds) average
daily net assets. There are no fees payable to the Administrators from the
Lifestyle Funds under the Administration Agreement. The address of BISYS Fund
Services Ohio, Inc. is 3435 Stelzer Road, Columbus, Ohio 43218-3035.
BISYS Fund Services, Inc. ("BFS") provides certain fund accounting services
to each of the Governor Funds pursuant to a Fund Accounting Agreement. Under the
Fund Accounting Agreement, BFS maintains the accounting books and records for
the Governor Funds and provides portfolio accounting services, expense accrual
and payment services, fund valuation and financial reporting services. BFS
receives a fee from the Governor Funds for such services for all series of the
Governor Funds computed at an annual rate of three one-hundredths of one percent
(.03%) (.04% for the International Equity Fund) of the Governor Funds' average
daily net assets up to $2 billion and .02% (.03% for the International Equity
Fund) of the Governor Funds' average daily net assets of $2 billion or more,
subject to a minimum annual fee of $30,000 ($40,000 for the International Equity
Fund and $35,000 for the Pennsylvania Municipal Bond Fund).
BFS also serves as transfer agent and dividend disbursing agent for the
Governor Funds pursuant to a Transfer Agency Agreement. Pursuant to the Transfer
Agency Agreement, BFS, among other things, performs the following services in
connection with the Governor Funds' shareholders of record: maintenance of
shareholder records for each of the Governor Funds' shareholders of record;
receiving and processing purchase, exchange and redemption orders; processing
dividend payments and reinvestments; and assistance in mailing proxy
solicitation materials and shareholder reports. For such services, BFS receives
a fee based on the number of shareholders of record. For the fiscal year ended
June 30, 2000, BFS received a fee of $298,024 for these services.
The Bank of New York, 100 Church Street, New York, New York 10286, serves
as custodian of the securities and other assets of the Governor Funds.
DISTRIBUTION SERVICES
Federated Securities Corp. (the "Distributor"), a subsidiary of Federated
Investors, Inc., is the principal distributor for shares of the Vision Funds and
offers shares of the Vision Funds on a continuous, best-efforts basis under a
Distributor's Contract. Shares of the Vision Funds are sold at the net asset
value ("NAV") next determined after the purchase order is received, plus any
applicable sales charges. You may purchase shares of the Vision Funds through
M&T Bank, M&T Securities, Inc. or through a broker-dealer, investment
professional or financial institution that has an agreement with the Distributor
(an "Authorized Dealer"). The Distributor markets the shares of the Vision Funds
to institutions or individuals, directly or through an Authorized Dealer. When
the Distributor receives marketing fees and sales charges, it may pay some or
all of them to Authorized Dealers. The Distributor and its affiliates may pay
out of their assets other amounts (including items of material value) to
Authorized Dealers for marketing and servicing shares of the Vision Funds.
Each Vision Fund (other than the Vision Treasury Money Market Fund) has
adopted a Rule 12b-1 Plan under the 1940 Act, which allows it to pay up to 0.25%
of each Fund's average daily net assets in marketing fees to the Distributor
(who may then make payments to professionals such as banks, including M&T Bank
and its affiliates and Authorized Dealers) for the sale and distribution of the
Vision Funds' Class A Shares and the shares of the Vision Institutional Limited
Duration U.S. Government Fund and the Vision Institutional Prime Money Market
Fund. The Distributor may voluntarily waive or reduce its fees. Because these
shares pay marketing fees on an ongoing basis, your investment cost may be
higher over time than other shares with different sales charges and marketing
fees. Pursuant to a contractual agreement with the Distributor, the Vision Funds
will not pay or accrue Rule 12b-1 fees on Class A Shares or the shares of the
Vision Institutional Limited Duration U.S. Government Fund or the Vision
Institutional Prime Money Market Fund for a one-year period beginning on the
date of the Reorganization, which is expected to occur on or about December 18,
2000.
BISYS serves as agent for each Governor Fund in the distribution of its
shares pursuant to a Distribution Agreement. Shares of the Governor Funds are
sold on a continuous basis by BISYS. Shares of the Governor Funds are sold at
NAV next determined after an order is received, plus any applicable sales
charges. The address of BISYS is 3435 Stelzer Road, Columbus, Ohio 43218-3035.
The Governor Funds has adopted an Administrative Services Plan pursuant to
which each Governor Fund is authorized to pay compensation to banks and other
financial institutions (each a "Service Organization"), which may include
Martindale, Brinson, M&T Bank and its banking affiliates or their correspondent
entities, and BISYS, which agree to provide certain ministerial, recordkeeping,
and/or administrative support services for their customers or account holders
who are the beneficial or record owner of shares of the Governor Funds. In
consideration for such services, a Service Organization receives a fee from each
Governor Fund, computed daily and paid monthly, at an annual rate of up to 0.25%
of the average daily net assets of shares of that Governor Fund owned
beneficially or of record by such Service Organization's customers or account
holders for whom the Service Organization provides such services.
The Governor Funds has adopted a Distribution Plan under Rule 12b-1 under
the 1940 Act only with respect to the Lifestyle Funds and pursuant to which each
Lifestyle Fund is authorized to reimburse BISYS. Rule 12b-1 fees compensate
BISYS and other dealers and investment representatives for services and expenses
relating to the sale and distribution of the Lifestyle Funds and/or providing
shareholder services. Amounts paid to BISYS under the Governor Funds' Rule 12b-1
Plan may be used by BISYS to cover expenses that are related to (i) the
distribution of shares of the Lifestyle Funds, (ii) ongoing servicing and/or
maintenance of the accounts of shareholders of the Lifestyle Funds, (iii)
payments to institutions for selling shares of the Lifestyle Funds, and (iv)
sub-transfer agency services, subaccounting services or administrative services
related to the sale of the shares of the Lifestyle Funds. Under the Rule 12b-1
Plan, each Lifestyle Fund may reimburse BISYS at an annual rate of up to 0.50%
of the average daily net assets of each Lifestyle Fund's shares. BISYS may
delegate some or all of these functions to another organization. The other
Governor Funds do not pay Rule 12b-1 fees.
PURCHASE, EXCHANGE AND REDEMPTION PROCEDURES
The transfer agent and dividend disbursing agent for each of the Vision
Funds is FSSC. BFS acts as the transfer agent and dividend disbursing agent of
the Governor Funds. Procedures for the purchase, exchange and redemption of each
Vision Fund's shares differ somewhat from the procedures applicable to the
purchase, exchange and redemption of the shares of the Governor Funds. Reference
is made to the Prospectuses of the Vision Funds, and the Prospectuses of the
Governor Funds for a complete description of the purchase, exchange and
redemption procedures applicable to purchases, exchanges and redemptions of
Vision Fund and Governor Fund shares, respectively, each of which is
incorporated herein by reference thereto. Set forth below is a brief description
of the basic purchase, exchange and redemption procedures applicable to the
Vision Fund shares and the Governor Fund shares.
Purchases of shares of the Vision Funds may be made through M&T Bank, M&T
Securities, Inc., or through an Authorized Dealer, directly from the Fund or
through an exchange from another Vision Fund. Accounts through an Authorized
Dealer may be subject to higher or lower minimum investment requirements and may
be subject to a transaction fee.
The maximum front-end sales charge that you will pay is 5.50% on an
investment in the Class A Shares of the Vision Large Cap Core Fund, Vision Small
Cap Stock Fund and Vision International Equity Fund; 5.00% on an investment in
the Class A Shares of the Vision Managed Allocation Funds; 4.50% on an
investment in the Class A Shares of the Vision Intermediate Term Bond Fund and
Vision Pennsylvania Municipal Income Fund; and 3.00% on an investment in the
Vision Institutional Limited Duration U.S. Government Fund. The Vision Treasury
Money Market Fund and Vision Institutional Prime Money Market Fund have no
front-end sales charge. However, Governor Fund shareholders will not be charged
these sales charges in connection with the Reorganization. Shares of the Vision
Institutional Prime Money Market Fund and Vision Institutional Limited Duration
U.S. Government Fund are for institutional investors that are not natural
persons (e.g., corporations, financial institutions, etc.) and that invest on
their own behalf. The current Governor Fund shareholders will continue to be
permitted to make subsequent investments in the Vision Institutional Prime Money
Market Fund and Vision Institutional Limited Duration U.S. Government Fund. The
following chart shows the minimum initial investment amounts for each Vision
Fund:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------
INITIAL SUBSEQUENT RETIREMENT RETIREMENT SYSTEMATIC
INVESTMENT
PLAN PLAN
PLAN SUBSEQUENT SUBSEQUENT
INVESTMENT INVESTMENT INVESTMENT INVESTMENTI NVESTMENT
MINIMUM MINIMUM MINIMUM MINIMUM MINIMUM
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
VISION FUNDS (other than Vision $500 $25 $250 $25 $25
Institutional Limited Duration
U.S. Government Fund and Vision
Institutional Prime Money
Market Fund)
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
VISION INSTITUTIONAL PRIME $1,000,000Any Not Not Not
MONEY MARKET FUND* Amount Applicable Applicable Applicable+
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
VISION INSTITUTIONAL LIMITED $100,000 $1,000 Not Not $1,000+
DURATION U.S. GOVERNMENT FUND* Applicable Applicable+
-----------------------------------------------------------------------------------
</TABLE>
* AN ACCOUNT MAY BE OPENED WITH A SMALLER AMOUNT AS LONG AS THE MINIMUM IS
REACHED WITHIN 90 DAYS.
+ CURRENT GOVERNOR FUND SHAREHOLDERS WHO HAVE RETIREMENT PLANS OR SYSTEMATIC
INVESTMENT PLANS IN THE U.S. TREASURY OBLIGATIONS MONEY MARKET FUND AND
LIMITED DURATION GOVERNMENT SECURITIES FUND WILL CONTINUE TO BE PERMITTED TO
MAKE SUBSEQUENT INVESTMENTS OF $25 OR MORE IN THE CORRESPONDING VISION FUND
PURSUANT TO SUCH PLANS AFTER THE REORGANIZATION.
The minimum initial and subsequent investment amounts in each Vision Fund
may be waived or lowered from time to time. An institutional investor's minimum
investment will be calculated by combining all accounts it maintains with the
Vision Group of Funds.
Non-retirement accounts may be closed if redemptions or exchanges cause
the account balance to fall below $250. Before an account is closed, you will be
notified and allowed 30 days to purchase additional shares to meet the minimum
account balance required.
Purchases of shares of the Governor Funds may be made through BISYS or
through banks, brokers and other investment representatives (which may charge
additional fees and may require higher minimum investments or may impose other
limitations on buying and selling shares), or directly by wire or check once an
account has been established. The maximum front-end sales charge that you will
pay is 5.50% on an investment in Investor Shares of the Established Growth Fund,
Aggressive Growth Fund and International Equity Fund; 4.50% on an investment in
Investor Shares of the Lifestyle Funds, Intermediate Term Income Fund and
Pennsylvania Municipal Bond Fund; and 3.00% on an investment in Investor Shares
of the Limited Duration Government Securities Fund. The Investor Shares of the
U.S. Treasury Obligations Money Market Fund and Prime Money Market Fund do not
charge a front-end sales charge. The minimum initial investment to establish an
account with each Governor Fund is $1,000 for both non-retirement accounts and
retirement accounts (IRAs) ($250 for employees of Martindale, M&T Bank or their
affiliates), and $250 for an Automatic Investment Plan Account. Once you have
met the account minimum, subsequent purchases can be made for as little as $25.
The minimum investment amount is reduced for employees of Martindale or any of
its affiliates.
If your account falls below $1,000 ($250 if you are an employee of
Martindale or one of its affiliates), a Governor Fund may ask you to increase
your balance. If it is still below $1,000 (or $250) after 60 days, the Governor
Fund may close your account and send you the proceeds.
Each Governor Fund and each Vision Fund reserves the right to reject any
purchase request.
Certain investors and transactions in the Vision Funds and the Governor
Funds may be subject to reduced or waived sales charges. For a complete
description of sales charges and exemptions from such charges, reference is made
to the Prospectuses and SAIs of the Vision Funds and the Prospectuses and SAI of
the Governor Funds, which are incorporated by reference herein. A copy of the
prospectus of the Vision Fund into which your Governor Fund will be reorganized
is included herewith.
The purchase price of each of the shares of the Vision Funds is based on
NAV, plus any applicable sales charges. However, Governor Fund shareholders will
not be charged these sales charges in connection with the Reorganization.
The purchase price of each of the shares of the Governor Funds is based on
NAV, plus any applicable sales charges. Except in limited circumstances, the NAV
per share for each Vision Fund (other than the Vision U.S. Treasury Money Market
Fund and Vision Institutional Prime Money Market Fund) and each Governor Fund is
calculated as of the close of regular trading (normally 4:00 p.m., Eastern time)
on the New York Stock Exchange, Inc. (the "NYSE") on each day on which the NYSE
is open for business. The NAV for the Governor Prime Money Market Fund and
Governor U.S. Treasury Obligations Money Market Fund is determined at 12 noon
(Eastern Time) and the close of regular trading on the NYSE on each day on which
the NYSE is open for trading and any other day (other than a day on which no
shares of that Fund are tendered for redemption and no order to purchase any
shares of that Fund is received) during which there is sufficient trading in
portfolio instruments such that the Fund's NAV might be materially affected.
The NAV per share for the Vision U.S. Treasury Money Market Fund is
calculated at 12 noon (Eastern Time), 3:00 p.m. (Eastern Time) and 4:00 p.m.
(Eastern Time) on each day on which the NYSE is open for business. The NAV per
share for the Vision Institutional Prime Money Market Fund is calculated at 3:00
p.m. (Eastern Time) on each day on which the NYSE is open for business.
Payment for shares of a Vision Fund may be made by check, federal funds
wire, by debiting an account at M&T Bank or any of its affiliate banks, or
through a depository institution that is an Automated Clearing House (ACH)
member or a retirement account (for all Vision Funds except the Vision
Institutional Prime Money Market Fund and Vision Institutional Limited Duration
U.S. Government Fund).
Purchase orders for the Vision Treasury Money Market Fund must be received
by 11:00 a.m. (Eastern time) to receive that day's dividend, and purchase orders
for the Vision Institutional Prime Money Market Fund must be received by 3:00
p.m. (Eastern time) to begin earning dividends the next day. For settlement of
an order to occur for the Vision Treasury Money Market Fund and Vision
Institutional Prime Money Market Fund, payment must be received by wire by 3:00
p.m. (Eastern time) that same day. Purchase orders for all other Vision Funds
must be received by 4:00 p.m. (Eastern time) in order to receive that day's
closing NAV. Purchase orders through ACH must be received by 3:00 p.m. (Eastern
time). For settlement of an order to occur, payment must be received on the next
business day following the order.
Vision Fund purchase orders by mail using a check as payment are considered
received after payment by check has been converted into federal funds. This is
normally the next business day after the check is received, and shares will be
eligible to receive interest and/or dividends when the Fund receives the
payment. Shares of the Vision Treasury Money Market Fund and Vision
Institutional Prime Money Market Fund purchased by check begin earning dividends
on the day after the check is converted into federal funds.
Governor Fund purchase orders are priced at the next NAV calculated after
your order is received in good order and accepted by the Governor Fund, less any
applicable sales charges, on any day that the NYSE is open for business.
Shares of one Vision Fund may be exchanged for the same share class of
another Vision Fund at the NAV next determined after the Fund's receipt of the
exchange in proper form. If you exchange from a Vision Fund that has no sales
charge to a Vision Fund that imposes a sales charge, you will be subject to the
sales charge. The exchange is subject to any minimum initial or subsequent
minimum investment amounts of the fund into which the exchange is being made,
and is treated as a sale of your shares for federal tax purposes. Shares of the
Governor Funds may be exchanged for shares of another Governor Fund, usually
without paying a sales charge, if you satisfy the minimum investment
requirements for the Fund into which you are exchanging. When exchanging from a
Governor Fund that has no sales charge or a lower sales charge to a Governor
Fund with a higher sales charge, you will pay the difference.
Redemptions of Vision Fund shares may be made through an Authorized Dealer,
directly from the Fund by telephone or by mailing a written request. Redemption
requests for shares held through an IRA account must be made by mail and not by
telephone. Vision Fund shares are redeemed at their NAV next determined after
the redemption request is received in proper form, subject to daily cut off
times, on each day on which the Fund computes its NAV. When redeeming shares by
telephone, proceeds normally are sent to a previously designated account at a
financial institution that is an ACH member or wired to your account at a
domestic commercial bank that is a Federal Reserve System member. When redeeming
shares by mail, a check for the proceeds normally is mailed within one business
day after receiving a written request in proper form. Payment may be delayed up
to seven days in certain circumstances.
Redemptions of Governor Fund shares may be made by telephone or by mailing
a written request to the Fund or through your financial adviser or broker.
Governor Fund shares are redeemed at their NAV next determined after the
redemption request is received by the Fund, its transfer agent or your
investment representative in proper form. Normally, you will receive your
proceeds within a week after your request is received. When redeeming by phone,
you may have the proceeds mailed or wired to your bank account, if you indicated
this option on your account application, or sent to your U.S. bank account by an
ACH. If you call by 4:00 p.m. Eastern Time, proceeds will normally be wired to
your bank on the next business day after your redemption request. Proceeds sent
by ACH transfer will be credited within eight days.
You may request checks to redeem shares of the Vision Treasury Money Market
Fund. Your account will continue to receive the daily dividend declared on the
shares being redeemed until the check is presented for payment. The ability to
redeem shares by check may not be available when establishing an account through
an Authorized Dealer. The ability to redeem shares by check is not available to
Vision Institutional Prime Money Market Fund accounts or any of the other Vision
Funds participating in the Reorganization.
Shareholders of the Prime Money Market Fund and U.S. Treasury Obligations
Money Market Fund may redeem shares by writing checks on their account (in any
amount not less than $500) to make payments to any person or business. Dividends
and distributions will continue to be paid up to the day the check is presented
for payment. You must maintain the minimum required account balance of $1,000
per Fund and may not close your account by writing a check.
DIVIDENDS AND OTHER DISTRIBUTIONS
The following chart compares when each Governor Fund and each Vision Fund
declares and pays dividends, if any. All of the Governor Funds and Vision Funds
declare and pay capital gain distributions, if any, at least annually.
-------------------------------------------------------------------------------
GOVERNOR FUND DIVIDENDS VISION FUND DIVIDENDS
DISTRIBUTION DISTRIBUTION
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
AGGRESSIVE GROWTH FUND declares and VISION SMALL CAP STOCK declares and
pays quarterly FUND pays quarterly
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
ESTABLISHED GROWTH FUND declares and VISION LARGE CAP CORE declares and
pays quarterly FUND pays quarterly
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
INTERMEDIATE TERM declares and VISION INTERMEDIATE declares and
INCOME FUND pays monthly TERM BOND FUND pays monthly
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
INTERNATIONAL EQUITY declares and VISION INTERNATIONAL declares and
FUND pays annually EQUITY FUND pays annually
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
LIFESTYLE CONSERVATIVE declares and VISION MANAGED declares and
GROWTH FUND pays quarterly ALLOCATION FUND - pays quarterly
CONSERVATIVE GROWTH
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
LIFESTYLE MODERATE declares and VISION MANAGED declares and
GROWTH FUND pays quarterly ALLOCATION FUND - pays quarterly
MODERATE GROWTH
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
LIFESTYLE GROWTH FUND declares and VISION MANAGED declares and
pays quarterly ALLOCATION FUND - pays quarterly
AGGRESSIVE GROWTH
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
LIMITED DURATION declares and VISION INSTITUTIONAL declares and
GOVERNMENT SECURITIES pays monthly LIMITED DURATION U.S. pays monthly
FUND GOVERNMENT FUND
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PENNSYLVANIA MUNICIPAL declares and VISION PENNSYLVANIA declares and
BOND FUND pays monthly MUNICIPAL INCOME FUND pays monthly
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PRIME MONEY MARKET FUND declares VISION INSTITUTIONAL declares
daily and PRIME MONEY MARKET FUND daily and
pays monthly pays monthly
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
U.S. TREASURY declares VISION TREASURY MONEY declares
OBLIGATIONS MONEY daily and MARKET FUND daily and
MARKET FUND pays monthly pays monthly
-------------------------------------------------------------------------------
With respect to both the Vision Funds and the Governor Funds, unless a
shareholder otherwise instructs, dividends and/or capital gain distributions
will be reinvested automatically in additional shares at net asset value.
TAX CONSEQUENCES
As a condition to the Reorganization, each Vision Fund and each Governor
Fund will receive an opinion of counsel that the Reorganization will be
considered a tax-free "reorganization" under applicable provisions of the Code
so that neither the Vision Fund nor the Governor Fund nor the shareholders of
either fund will recognize any gain or loss in connection with the
Reorganization. The tax basis of the Vision Fund shares received by the Governor
Fund shareholders will be the same as the tax basis of their shares in the
Governor Fund.
INFORMATION ABOUT THE REORGANIZATION
MERGER BETWEEN KEYSTONE AND M&T CORP.
On October 6, 2000, Keystone merged into M&T Corp., the corporate parent of
M&T Bank ("Bank Merger"). Prior to this Bank Merger, Martindale, the investment
adviser to the Governor Funds, was a wholly-owned subsidiary of Keystone. The
reorganization described in this Prospectus/Proxy Statement is being proposed in
connection with the Bank Merger. The Reorganization has been proposed by M&T
Corp. and M&T Bank as a means of combining each Governor Fund with a fund
managed by M&T Bank with comparable investment objectives, policies and
restrictions. The Reorganization has also been proposed to promote more
efficient operations, to eliminate certain duplicative costs and to enhance the
distribution of fund shares by eliminating redundant investment products
sponsored by the same organization. The existence of separate fund groups and
duplicative funds in the family of funds sponsored by M&T could impede the
ability of such funds to attract sufficient assets in the future to enjoy
reduced expenses per share from economies of scale.
M&T Bank is the principal banking subsidiary of M&T Corp. M&T Bank was
founded in 1856 and provides comprehensive banking and financial services to
individuals, governmental entities and businesses throughout New York State. As
of June 30, 2000, M&T Bank managed $2.3 billion in net assets of mutual funds.
CONSIDERATIONS BY THE BOARD OF TRUSTEES OF THE GOVERNOR FUNDS
The Board of Trustees of the Governor Funds believes that the proposed
Reorganization is in the best interests of the Governor Fund shareholders.
The Board of Trustees of the Governor Funds met on August 3, 2000,
September 14, 2000, and October 27, 2000 to receive information regarding M&T
Bank and the Vision Funds, to discuss this information and to consider the
proposed Plan pursuant to which the Reorganization would be effected. After
reviewing the terms of the Plan with legal counsel, the Board of Trustees of the
Governor Funds, including the trustees who are not "interested persons," as that
term is defined in the 1940 Act ("Independent Trustees"), approved the Plan and
recommended its approval by the shareholders of the Governor Funds. In approving
the Plan, the Board determined that participation in the Reorganization is in
the best interests of each Governor Fund and that the interests of the
shareholders of each Governor Fund would not be diluted as a result of the
Reorganization. In approving the Plan, the Board considered a number of factors,
including the following:
o Substantial similarities exist between the investment objectives,
policies, and strategies of the Governor Funds and their corresponding
Vision Funds. Thus, the Reorganization will enable Governor Fund
shareholders to continue their current investment programs without
substantial disruption. Certain of the Vision Funds have recently been
organized for the purpose of continuing the investment operations of
the corresponding Governor Funds, and have no prior operating history.
o Governor Fund shareholders will not pay a sales charge to become
shareholders of the Vision Funds in connection with the
Reorganization.
o Governor Fund shareholders will not have to pay any federal income tax
solely as a result of the Reorganization.
o Expenses of the Reorganization will not be borne by any of the
Governor Funds or the Vision Funds.
o Because the proposed Reorganization will be effected on the basis of
the relative net asset values of the Vision Funds and their
corresponding Governor Funds, shareholders of the Governor Funds will
not experience any dilution in the value of their investments as a
result of the Reorganization.
o The expense ratios after fee waivers (both contractual and voluntary)
of the Vision Funds are within industry norms. The Board considered
the existing contractual fee waivers and expense limitations in place
for the Governor Funds, and their expiration on October 31, 2000. The
Board also considered the contractual fee waivers and expense
limitations that will be in place for the Vision Funds for a one-year
period starting from the Closing of the Reorganization, and that this
is a condition to the Reorganization. The Board compared the expense
ratios of the Governor Funds and the Vision Funds before and after any
and all contractual and voluntary fee waivers and expense limitations.
See "Summary - Comparative Fee Tables" elsewhere herein. The Board
considered these factors in conjunction with the economies of scale
that may result from the proposed Reorganization, the pressures in the
marketplace on Vision Funds as well as other mutual fund companies to
maintain expense ratios at competitive levels, and other anticipated
benefits of the proposed transactions to the Governor Fund
shareholders.
o The sale of assets of the Governor Funds to the Vision Funds might
enable the combined entity to obtain certain economies of scale with
attendant savings in cost for the Governor Funds.
o M&T Bank has experience in managing registered investment companies
and has developed capabilities and resources that could benefit the
shareholders of the Governor Funds.
o The portfolio managers and investment personnel who are responsible
for managing the Vision Funds are well-trained and experienced. In
addition, certain of the portfolio managers of the Governor Funds
co-manage the corresponding Vision Fund.
o The availability of high-quality fund administration and shareholder
services.
o As shareholders of the Vision Funds, the Reorganization would provide
shareholders with exchange privileges with respect to the same share
class of the other series of the Vision Funds, each with different
investment objectives and policies and, therefore, would provide the
Governor Funds with a broader array of investment options.
o It may be detrimental for the Governor Funds to compete for the same
investor assets with the Vision Funds, each of which is advised by a
subsidiary of M&T Corp.
The Board of Trustees of the Governor Funds did not assign relative
weights to the foregoing factors or deem any one or group of them to be
controlling in and of themselves.
In approving the Plan, the Board also considered the provisions of Section
15(f) of the 1940 Act. Section 15(f) of the 1940 Act provides that, in
connection with the sale of any interest in any investment adviser that results
in the "assignment" of an investment advisory agreement, an investment adviser
of a registered investment company, such as the Governor Funds, or an affiliated
person of such investment adviser, may receive any amount or benefit if: (i) for
a period of three years after the sale, at least 75% of the members of the board
of the investment company are not interested persons of the investment adviser
or the predecessor investment adviser, and (ii) there is no "unfair burden"
imposed on the investment company as a result of such sale or any express or
implied terms, conditions or understanding applicable thereto. For this purpose,
"unfair burden" is defined to include any arrangement during the two-year period
after the date on which the transaction occurs, whereby the investment adviser
or its predecessor or successor investment advisers, or any interested persons
of any such adviser, receives or is entitled to receive any compensation
directly or indirectly from: (i) any person in connection with the purchase or
sale of securities or other property to, from or on behalf of the investment
company other than bona fide ordinary compensation as principal underwriter for
such company, or (ii) the investment company or its security holders for other
than bona fide investment advisory or other services. This provision of the 1940
Act was enacted by Congress in 1975 to make it clear that an investment adviser
(or an affiliated person of the adviser) can realize a profit on the sale of the
adviser's business subject to the two safeguards described above.
For a period of three years after the Bank Merger, the Vision Group of
Funds will use its best efforts to ensure that at least 75% of the members of
the Board of Trustees of the Vision Group of Funds are not "interested persons"
of M&T Bank or Martindale within the meaning of the 1940 Act; the Vision Group
of Funds will meet this requirement following the Reorganization. The Board is
not aware of any circumstances arising from the Reorganization that will result
in an "unfair burden" being imposed on the shareholders of the Governor Funds.
In addition, the Board has requested and received a written representation from
M&T Bank that no "unfair burden" will be imposed on the Governor Funds as a
result of the Reorganization.
The Board of Trustees of the Vision Group of Funds (including a majority
of the Independent Trustees) met on August 8 and 11, 2000, and approved the Plan
on August 11, 2000. The Board unanimously concluded that consummation of the
Reorganization is in the best interests of the Vision Funds and the shareholders
of the Vision Funds and that the interests of the Vision Fund shareholders would
not be diluted as a result of effecting the Reorganization and have unanimously
voted to approve the Plan.
DESCRIPTION OF THE PLAN OF REORGANIZATION
The Plan provides that your Governor Fund will transfer all or
substantially all of its assets and liabilities to a corresponding Vision Fund
in exchange solely for the Vision Fund's shares to be distributed PRO RATA by
the Governor Fund to its shareholders in complete liquidation of the Governor
Fund currently anticipated to occur on or about December 18, 2000 ("Closing").
The value of each Governor Fund's net assets to be acquired by the corresponding
Vision Fund shall be the value of such net assets computed as of the close of
regular trading on the NYSE (normally 4:00 p.m. Eastern time) on the business
day preceding the Closing ("Closing Date"). Governor Fund shareholders will
become shareholders of the corresponding Vision Fund as of the Closing, and will
be entitled to the Vision Fund's next dividend distribution thereafter.
On or before the Closing Date, each Governor Fund and the Vision Treasury
Money Market Fund will declare and pay a dividend or dividends, which, together
with all previous dividends, will have the effect of distributing to its
shareholders substantially all of its net investment income and realized net
capital gain, if any, for all taxable years ending on or before the Closing
Date.
The stock transfer books of each Governor Fund will be permanently closed
as of 4:00 p.m. Eastern time on the Closing Date and only requests for
redemption of shares of a Governor Fund received in proper form prior to 4:00
p.m. Eastern time on the Closing Date will be accepted by the Governor Fund.
Redemption requests relating to the Governor Fund thereafter shall be deemed to
be redemption requests for shares of the Vision Fund to be distributed to the
former shareholders of the Governor Fund. Any redemptions that you make either
before or after the Closing Date may result in a tax liability to you. Please
consult your tax advisor.
Consummation of the Reorganization is subject to the conditions set forth
in the Plan, including approval of the Plan by the respective Governor Fund
shareholders, receipt of an order from the SEC exempting the transactions
contemplated by the Plan from Section 17(a) of the 1940 Act, and receipt of an
opinion in form and substance reasonably satisfactory to the Governor Funds and
the Vision Funds, as described under the caption "Federal Income Tax
Consequences" below.
Unless applicable law shall require a shareholder vote, the Plan may be
amended without shareholder approval by mutual agreement in writing of the
Governor Funds and the Vision Funds. The Plan may be terminated and the
Reorganization may be abandoned at any time before or after approval by the
Governor Fund shareholders prior to the Closing by either party if it believes
that consummation of the Reorganization would not be in the best interests of
its shareholders.
In the event that the shareholders of a Governor Fund do not approve the
Plan relating to that Governor Fund, the assets and liabilities of that Governor
Fund will not be transferred at the Closing and the obligations of the Governor
Fund under the Plan shall not be effective. If the Reorganization is not
approved by the shareholders of a particular Governor Fund, the Board of
Trustees of the Governor Funds will consider other alternatives for that
Governor Fund, including dissolution and liquidation of such Fund.
The expenses incurred in connection with entering into and consummating
the transactions contemplated by the Plan will not be borne by the Governor
Funds or the Vision Funds, and will be borne by M&T Bank.
The foregoing description of the Plan entered into between the Vision
Funds and the Governor Funds does not purport to be complete, and is subject in
all respects to the provisions of, and is qualified in its entirety by reference
to, the Plan, the Form of which is attached hereto as Exhibit A and incorporated
herein by reference thereto.
DESCRIPTION OF VISION FUND SHARES
Full and fractional shares of the Vision Funds will be issued without the
imposition of a sales charge or other fee to the Governor Fund shareholders in
accordance with the procedures described above. Shares of the Vision Funds to be
issued to Governor Fund shareholders under the Plan will be fully paid and
non-assessable when issued and transferable without restriction and will have no
preemptive or conversion rights. Like the Governor Funds, the Vision Funds do
not issue share certificates. For additional information about shares of the
Vision Fund, reference is hereby made to the Prospectus of the Vision Fund into
which your Governor Fund will be reorganized, which is being provided herewith.
FEDERAL INCOME TAX CONSEQUENCES
As a condition to each Reorganization, the participating Vision Fund and
Governor Fund will receive an opinion from counsel to the effect that, on the
basis of the existing provisions of the Code, current administrative rules and
court decisions, and on the basis of certain assumptions and representations
received from the Governor Funds and the Vision Funds, for federal income tax
purposes, shareholders of each Governor Fund will not recognize any gain or loss
for federal income tax purposes as a result of the exchange of their shares of
the Governor Fund for shares of the Vision Fund and neither the Vision Fund nor
its shareholders will recognize any gain or loss upon receipt of the assets of
the Governor Fund.
You should recognize that an opinion of counsel is not binding on the
Internal Revenue Service ("IRS") or any court. Neither the Governor Funds nor
the Vision Funds will seek to obtain a ruling from the IRS regarding the tax
consequences of the Reorganizations. Accordingly, if the IRS sought to challenge
the tax treatment of any Reorganization and were successful, neither of which is
anticipated, the Reorganization could be treated, in whole or in part, as a
taxable sale of assets of the participating Governor Fund, followed by the
taxable liquidation thereof.
You will continue to be responsible for tracking the purchase cost and
holding period of your shares and should consult your tax advisor regarding the
effect, if any, of the Reorganizations in light of your individual
circumstances. You should also consult your tax advisor as to state and local
tax consequences, if any, of the Reorganizations, because this discussion only
relates to the federal income tax consequences.
The Vision Funds expect to retain most of the securities acquired in
connection with each Reorganization and do not anticipate that taxable sales
involving significant amounts of securities will have to be made before or after
the Reorganizations to effect a realignment with the policies and investment
practices of the applicable Vision Funds.
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS AND OBLIGATIONS
While the Vision Group of Funds and the Governor Funds are different
entities, and thus, governed by different organizational documents, the
Reorganization will not result in material differences in shareholder rights.
The shares of a Vision Fund to be distributed to shareholders of a corresponding
Governor Fund will have the same legal characteristics as the shares of the
Governor Fund with respect to such matters as voting rights, assessibility,
conversion rights, and transferability.
The Vision Group of Funds and the Governor Funds are each organized as a
Delaware business trust and governed by an Agreement and Declaration of Trust.
Under its Agreement and Declaration of Trust, the Vision Group of Funds has an
unlimited number of authorized shares of beneficial interest with no par value.
The Governor Funds, pursuant to its Agreement and Declaration of Trust, has an
unlimited number of authorized shares of beneficial interest with each share
having a par value of $.0001 per share. The Boards of Trustees of the Vision
Group of Funds and of the Governor Funds (the "Boards") may, without shareholder
approval, divide the authorized shares of the Vision Group of Funds and the
Governor Funds into an unlimited number of separate portfolios or series
("series"). The Boards may also, without shareholder approval, divide the series
into two or more classes of shares. The Vision Group of Funds currently consists
of eighteen series. With respect to its eighteen series, the Vision Group of
Funds offers two classes of shares for six of its series (designated Class A
Shares and Class B Shares) and one class of shares for twelve of its series
(designated Class A Shares, except for Vision Institutional Prime Money Market
Fund and Vision Institutional Limited Duration U.S. Government Fund, which do
not have a class designation). The Governor Funds currently offers one class of
shares, the Investor Shares, for its eleven series. The Prime Money Market Fund
of the Governor Funds has two classes of shares, Investor Shares and S Shares
(the S Shares will be liquidated on or about December 1, 2000). The Vision Group
of Funds and each series of the Vision Group of Funds, as well as the Governor
Funds and each series of the Governor Funds, will continue indefinitely until
terminated.
With respect to a series of shares of the Vision Group of Funds and the
Governor Funds, shares of the same class have equal dividend, distribution,
liquidation and voting rights, and fractional shares have those rights
proportionately. Each series or class bears its own expenses related to its
distribution of shares (and other expenses such as transfer agency, shareholder
service and administration expenses). Generally, shares of the Vision Group of
Funds or the Governor Funds will be voted in the aggregate without
differentiation between separate series or classes except if: (1) a matter only
affects certain series or classes, then only shares of such affected series or
classes shall be voted in the aggregate; or (2) a Board determines that the
matter should be voted on separately by individual series or classes.
Delaware law does not require the Vision Group of Funds or the Governor
Funds to hold annual meetings of shareholders, and generally, the Vision Group
of Funds and the Governor Funds will hold shareholder meetings only when
specifically required by federal or state law. Shareholders representing a
majority or more of the Governor Funds' (or its respective series') outstanding
shares entitled to vote may call meetings of the Governor Funds (or its series)
for the purpose of taking action upon any matter as to which the vote or
authority of shareholders is permitted or required, including, in the case of a
meeting of the Governor Funds, the purpose of voting on the removal of one or
more Trustees. The Vision Group of Funds' Agreement and Declaration of Trust
does not contain any statement concerning the ability of shareholders to call
meetings (although federal law may, under certain circumstances, accord
shareholders such a right).
Like the Governor Funds, there are no conversion or preemptive rights in
connection with shares of the Vision Group of Funds. When issued, all shares
will be fully paid and non-assessable. With respect to a series of shares, a
shareholder of a class of shares will receive a pro rata share of all
distributions arising from that series' assets attributable to the class of
shares owned by the shareholder and, upon redeeming shares, will receive the
portion of the series' net assets attributable to the class of shares owned by
the shareholder represented by the redeemed shares.
CAPITALIZATION
The following table sets forth, as of August 31, 2000: (i) the unaudited
capitalization of the Investor Shares of the Governor Fund, (ii) the unaudited
capitalization of the Vision Fund, and (iii) the pro forma unaudited
capitalization of the Vision Fund as adjusted to give effect to the proposed
Reorganization. The capitalization of the Vision Fund is likely to be different
when the Reorganization is consummated because of purchases and sales of Vision
Fund shares and market action.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
VISION SMALL AGGRESSIVE VISION
PRO FORMA
CAP STOCK FUND GROWTH FUND COMBINED
--------------- --------------- -------------------
Net Assets.............. $0 $158,321,084 $158,321,084
Net Asset Value Per Share $0* $12.65 $12.65*
Shares Outstanding...... 0 12,515,793.549 12,515,793.549
VISION
VISION LARGE ESTABLISHED PRO FORMA
CAP CORE FUND GROWTH FUND COMBINED
--------------- --------------- -------------------
Net Assets.............. $0 $288,375,796 $288,375,796
Net Asset Value Per Share $0* $14.55 $14.55*
Shares Outstanding...... 0 19,817,974.271 19,817,974.271
VISION INTERMEDIATE VISION
INTERMEDIATE TERM INCOME PRO FORMA
TERM BOND FUND FUND COMBINED
--------------- --------------- -------------------
Net Assets.............. $0 $244,761,343 $244,761,343
Net Asset Value Per Share $0* $9.26 $9.26*
Shares Outstanding...... 0 26,426,907.362 26,426,907.362
VISION VISION
INTERNATIONAL INTERNATIONAL PRO FORMA
EQUITY FUND EQUITY FUND COMBINED
--------------- --------------- -------------------
Net Assets.............. $0 $38,094,264 $38,094,264
Net Asset Value Per Share $0* $9.70 $9.70*
Shares Outstanding...... 0 3,928,832.761 3,928,832.761
VISION
MANAGED
ALLOCATION
FUND - LIFESTYLE VISION
CONSERVATIVE CONSERVATIVE PRO FORMA
GROWTH GROWTH FUND COMBINED
--------------- --------------- -------------------
Net Assets.............. $0 $300,809 $300,809
Net Asset Value Per Share $0* $10.63 $10.63*
Shares Outstanding...... 0 28,290.564 28,290.564
VISION
MANAGED
ALLOCATION
FUND - VISION
AGGRESSIVE LIFESTYLE PRO FORMA
GROWTH GROWTH FUND COMBINED
--------------- --------------- -------------------
Net Assets.............. $0 $1,545,702 $1,545,702
Net Asset Value Per Share $0* $11.86 $11.86*
Shares Outstanding...... 0 130,311.179 130,311.179
VISION
MANAGED
ALLOCATION
FUND - LIFESTYLE VISION
MODERATE MODERATE PRO FORMA
GROWTH GROWTH FUND COMBINED
--------------- --------------- -------------------
Net Assets.............. $0 $1,341,685 $1,341,685
Net Asset Value Per Share $0* $11.41 $11.41*
Shares Outstanding...... 0 117,588.736 117,588.736
VISION
INSTITUTIONAL LIMITED
LIMITED DURATION
DURATION U.S. GOVERNMENT VISION
GOVERNMENT SECURITIES PRO FORMA
FUND FUND COMBINED
--------------- --------------- -------------------
Net Assets.............. $0 $71,942,199 $71,942,199
Net Asset Value Per Share $0* $9.72 $9.72*
Shares Outstanding...... 0 7,404,640.780 7,404,640.780
VISION
PENNSYLVANIA PENNSYLVANIA VISION
MUNICIPAL MUNICIPAL PRO FORMA
INCOME FUND BOND FUND COMBINED
--------------- --------------- -------------------
Net Assets.............. $0 $92,410,224 $92,410,224
Net Asset Value Per Share $0* $9.90 $9.90*
Shares Outstanding...... 0 9,337,645.984 9,337,645.984
VISION
INSTITUTIONAL VISION
PRIME MONEY PRIME MONEY PRO FORMA
MARKET FUND MARKET FUND COMBINED
--------------- --------------- -------------------
Net Assets.............. $0 $278,177,386 $278,177,386
Net Asset Value Per Share $1.00 $1.00 $1.00
Shares Outstanding...... 0 278,168,900.56 278,168,900.56
VISION U.S. TREASURY
TREASURY OBLIGATIONS VISION
MONEY MARKET MONEY MARKET PRO FORMA
FUND FUND COMBINED
--------------- --------------- -------------------
Net Assets.............. $675,001,592 $15,993,916 $690,995,508
Net Asset Value Per Share $1.00* $1.00 $1.00*
Shares Outstanding...... 674,986,617 15,994,535.010 690,981,152.010
</TABLE>
--------------------
* NET ASSET VALUE OF CLASS A SHARES.
INFORMATION ABOUT THE VISION FUNDS AND THE GOVERNOR FUNDS
VISION FUNDS
Information about each Vision Fund is contained in the Vision Fund's
current Prospectuses, each of which is incorporated herein by reference. A copy
of the current Prospectus of the Vision Fund for which your Governor Fund shares
will be exchanged is included herewith. Additional information about each Vision
Fund is included in that Fund's Statement of Additional Information, and the
Statement of Additional Information dated November 13, 2000 (relating to this
Prospectus/Proxy Statement), each of which is incorporated herein by reference.
Copies of the Statements of Additional Information, which have been filed with
the SEC, may be obtained upon request and without charge by contacting the
Vision Funds at 1-800-836-2211 or by writing the Vision Group of Funds at One
M&T Plaza, Buffalo, New York 14203. The Vision Funds are subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and the 1940 Act. In accordance with the 1934 and 1940 Acts,
the Vision Funds file reports and other information with the SEC. Reports, proxy
and information statements, and other information filed by the Vision Funds can
be obtained by calling or writing the Vision Funds, and can also be inspected
and copied by the public at the public reference facilities maintained by the
SEC in Washington, D.C. located at Room 1200, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material can be obtained from the SEC
through its Public Reference Branch, SEC, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates or from its Internet site at http://www.sec.gov.
To request information regarding the Vision Funds, you may also send an e-mail
to the SEC at [email protected].
This Prospectus/Proxy Statement, which constitutes part of a Registration
Statement filed by the Vision Funds with the SEC under the Securities Act of
1933, as amended, omits certain of the information contained in the Registration
Statement. Reference is hereby made to the Registration Statement and to the
exhibits thereto for further information with respect to the Vision Funds and
the shares offered hereby. Statements contained herein concerning the provisions
of documents are necessarily summaries of such documents, and each such
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the SEC.
GOVERNOR FUNDS
Information about the Governor Funds is contained in each Governor Fund's
current Prospectus, Annual Report to Shareholders, Statement of Additional
Information, and the Statement of Additional Information dated November 13, 2000
(relating to this Prospectus/Proxy Statement), each of which is incorporated
herein by reference. Copies of such Prospectuses, Annual Reports, and Statements
of Additional Information, which have been filed with the SEC, may be obtained
upon request and without charge from the Governor Funds by calling
1-800-766-3960, or by writing the Governor Funds at c/o BISYS, P.O. Box 182707,
Columbus, Ohio 43218-2707. The Governor Funds are subject to the informational
requirements of the 1934 Act and the 1940 Act and, in accordance therewith, file
reports and other information with the SEC. Reports, proxy and information
statements, and other information filed by the Governor Funds can be obtained by
calling or writing the Governor Funds and can also be inspected at the public
reference facilities maintained by the SEC or obtained at prescribed rates at
the addresses listed in the previous section or from the SEC's Internet site at
http://www.sec.gov. To request information regarding the Governor Funds, you may
also send an e-mail to the SEC at [email protected].
PROPOSAL 2: APPROVAL OF A NEW ADVISORY AGREEMENT WITH MARTINDALE
INTRODUCTION
At the Special Meeting, you also will be asked to approve a New Advisory
Agreement for your Governor Fund, which is being submitted in connection with
the Bank Merger between Keystone and M&T Corp. on October 6, 2000. As a result
of the Bank Merger, the investment advisory agreement with Martindale then in
effect ("Previous Advisory Agreement") automatically terminated in accordance
with its terms and as required by the 1940 Act. As discussed below, since the
termination of the Previous Advisory Agreement, Martindale has been providing
investment advisory services under the terms of an interim investment advisory
agreement.
INTERIM ADVISORY AGREEMENT
To assure the continued supervision of the investments of the Governor
Funds after the Bank Merger and the resulting termination of the Previous
Advisory Agreement, the Board of Trustees (including a majority of the
Independent Trustees) of the Governor Funds approved an interim investment
advisory agreement for each Governor Fund with Martindale pursuant to Rule 15a-4
under the 1940 Act ("Interim Advisory Agreement") at an in-person meeting of the
Board of Trustees of the Governor Funds held on September 14, 2000. As required
by Rule 15a-4, the terms and conditions of the Interim Advisory Agreement are
identical in all material respects to the Previous Advisory Agreement, including
the rate of investment advisory fee, except for its dates of effectiveness and
termination and escrow provisions and other terms envisioned by Rule 15a-4.
Since the date of the Bank Merger, Martindale has provided investment advisory
services to the Governor Funds under the Interim Advisory Agreement.
The Interim Advisory Agreement became effective on the date of the Bank
Merger (October 6, 2000) ("Interim Advisory Agreement Effective Date") and will
terminate the earlier of 150 days from the Interim Advisory Agreement Effective
Date or upon shareholder approval of a new investment advisory agreement. The
Interim Advisory Agreement also provides that the Board of Trustees of the
Governor Funds or, as to a particular Governor Fund, a majority of that Governor
Fund's outstanding voting securities, as that term is defined in the 1940 Act,
may terminate the Interim Advisory Agreement on 10 calendar days' written notice
to Martindale. The Interim Advisory Agreement terminates in the event of an
assignment as that term is defined in the 1940 Act.
Pursuant to the terms of the Interim Advisory Agreement, the maximum amount
of compensation payable to Martindale during this interim period is no greater
than that which would have been payable to Martindale under the Previous
Advisory Agreement. The compensation to be paid to Martindale under the Interim
Advisory Agreement is being held in an interest-bearing escrow account with
State Street.
In accordance with the provisions of Rule 15a-4, the Interim Agreement also
provides that, if the shareholders of a Governor Fund approve a new investment
advisory agreement with Martindale no later than 150 days from the Interim
Advisory Agreement Effective Date, Martindale is entitled to the compensation
held in the interest-bearing escrow account (including interest earned) with
respect to that Fund. If the shareholders of a Governor Fund do not approve a
new investment advisory agreement with Martindale within that time period, the
Interim Advisory Agreement provides that Martindale is entitled to be paid, out
of the interest-bearing escrow account, the lesser of the total amount held in
the interest-bearing escrow account (plus interest earned on that amount) or any
costs incurred by Martindale in performing its duties under the Interim Advisory
Agreement prior to its termination (plus interest earned on the amount while in
the interest-bearing escrow account).
NEW ADVISORY AGREEMENT
At the September 14, 2000 meeting, the Board also approved a New Advisory
Agreement with Martindale. The New Advisory Agreement is identical in all
material respects to the Previous Advisory Agreement, including the rate of
investment advisory fee, except for its effective and termination dates.
Specifically, the New Advisory Agreement provides for the Agreement to become
effective, as to a Governor Fund, on the date the shareholders of that Governor
Fund approve the New Advisory Agreement. As to each Governor Fund, if approved
by shareholders, the New Advisory Agreement would remain in effect until the
earlier of June 30, 2001, or until the Closing of the Reorganization (currently
anticipated to occur on or about December 18, 2000), unless otherwise
terminated.
As noted above and in accordance with Rule 15a-4 under the 1940 Act,
shareholder approval of the New Advisory Agreement is necessary in order for
Martindale to receive the amount of the investment advisory fee it would have
otherwise received under the Previous Advisory Agreement for managing each
Governor Fund under the Interim Advisory Agreement from the date the Previous
Advisory Agreement terminated until the New Advisory Agreement is approved by
shareholders. The rate of investment advisory fee under both the Interim
Advisory Agreement and New Advisory Agreement is identical to the rate of
advisory fee under the Previous Advisory Agreement. As to each Governor Fund,
approval of the New Advisory Agreement would also permit Martindale to continue
to serve as investment adviser until consummation of the Reorganization of that
Fund.
If shareholders of a Governor Fund do not approve the New Advisory
Agreement, Martindale will be entitled to receive the lesser of the total amount
held in the interest-bearing escrow account (plus interest earned) or any costs
it incurred in performing the Interim Advisory Agreement prior to its
termination (plus interest earned on that amount while in the interest-bearing
escrow account), on behalf of that Governor Fund. Such amount will be released
to Martindale from the interest-bearing escrow account. Any excess monies held
in the interest-bearing escrow account will be returned to the relevant Governor
Fund.
As to a particular Governor Fund, if shareholders do not approve the New
Advisory Agreement, the Board of Trustees of the Governor Funds will take
appropriate action with respect to that Fund's investment advisory arrangements.
BOARD CONSIDERATIONS
In determining whether to approve the Interim Advisory Agreement and New
Advisory Agreement with Martindale, the Board of Trustees, including a majority
of the Independent Trustees, of the Governor Funds, determined that the scope
and quality of services to be provided under both the Interim Advisory Agreement
and the New Advisory Agreement were at least equivalent to those provided under
the Previous Advisory Agreement. In addition, the Board was advised that it was
not anticipated that there would be changes in the personnel who provide the
portfolio management services to the Governor Funds during the terms of both the
Interim Advisory Agreement and the New Advisory Agreement. The Board considered
the fact that there were no material differences between the terms and
conditions of the Interim Advisory Agreement and New Advisory Agreement and the
Previous Advisory Agreement, other than the dates of effectiveness and
termination provisions and, with respect to the Interim Advisory Agreement, the
escrow provisions and other terms required by Rule 15a-4. The Board of Trustees
of the Governor Funds also considered both the Interim Advisory Agreement and
New Advisory Agreement as part of its overall approval of the Plan. The Board
considered, among other things, the factors set forth above under "Information
About the Reorganization - Considerations by the Board of Trustees of the
Governor Funds."
Based upon the considerations set forth above, the Trustees have determined
that the New Advisory Agreement is in the best interest of each Governor Fund
and its shareholders. The Board believes that the Governor Funds will receive
investment advisory services under the New Advisory Agreement equivalent to
those that they received under the Previous Advisory Agreement, and at the same
fee and expense levels.
COMPARISON OF THE PREVIOUS ADVISORY AGREEMENT AND NEW ADVISORY AGREEMENT
ADVISORY SERVICES
The advisory services to be provided by Martindale under the New Advisory
Agreement are identical to those provided by Martindale under the Previous
Advisory Agreement. Under the Previous Advisory Agreement and New Advisory
Agreement, Martindale is to provide a continuous investment program for each of
the Governor Funds, including investment research and management with respect to
all securities and investments and cash equivalents in the Funds, subject to the
supervision of the Board of Trustees of the Governor Funds. Under both the
Previous Advisory Agreement and New Advisory Agreement, Martindale is to
determine from time to time what securities and other investments are to be
purchased, retained or sold with respect to the Governor Funds and is to
implement such determinations through the placement of orders for the execution
of portfolio transactions with or through brokers or dealers as it may select.
Martindale is to provide the services under both the Previous Advisory Agreement
and New Advisory Agreement in accordance with each Governor Fund's investment
objectives, policies and restrictions, as stated in the current prospectus of
the Governor Funds and resolutions of the Board of Trustees of the Governor
Funds.
Under both the Previous Advisory Agreement and New Advisory Agreement,
Martindale is to maintain all books and records with respect to the securities
transactions of the Governor Funds and is to furnish the Board of Trustees such
periodic and special reports as the Board may request. The Previous Advisory
Agreement and the New Advisory Agreement also provide that, in making investment
recommendations for the Governor Funds, Martindale's personnel will not inquire
or take into consideration whether the issuers of securities proposed for
purchase or sale for the account of the Governor Funds are customers of
Martindale or of its parents, subsidiaries or affiliates. In dealing with such
customers, Martindale and its parents, subsidiaries, and affiliates will not
inquire or take into consideration whether securities of those customers are
held by the Governor Funds.
SUB-ADVISERS
Both the Previous Advisory Agreement and New Advisory Agreement provide
that Martindale may from time to time employ or associate with itself such
person or persons as Martindale believes to be fitted to assist it in the
performance of the Agreement (each a "Sub-Adviser"); provided, however, that the
compensation of such persons or persons shall be paid by Martindale and that
Martindale shall be as fully responsible to the Governor Funds for the acts and
omissions of any such person as it is for its own acts and omissions; and
provided further, that the retention of any Sub-Adviser shall be approved as may
be required by the 1940 Act. In the event that any Sub-Adviser appointed
hereunder is terminated, Martindale may provide investment advisory services
pursuant to the relevant Agreement to the Governor Funds without further
shareholder approval.
FEES
The rate of investment advisory fees payable under the New Advisory
Agreement by each Governor Fund is equal to the rate for such Fund payable under
the Previous Advisory Agreement. See "Comparison of Operations - Investment
Advisory Agreements" in Proposal 1 for a recital of those fees.
PAYMENT OF EXPENSES
Under both the Previous Advisory Agreement and the New Advisory Agreement,
Martindale is to pay all expenses incurred by it in connection with its
activities under the relevant Agreement, other than the cost of securities
(including brokerage commissions, if any) purchased for the Governor Funds.
BROKERAGE
Under the Previous Advisory Agreement, Martindale agreed to place orders
pursuant to its investment determinations for the Governor Funds either directly
with the issuer or with any broker or dealer. In placing orders with brokers and
dealers, Martindale was to attempt to obtain prompt execution of orders in an
effective manner at the most favorable price. In assessing the best execution
available for any transaction, Martindale was required to consider all factors
it deemed relevant, including the breadth of the market in the security, the
price of the security, the financial condition and execution capability of the
broker-dealer and the reasonableness of the commission, if any (for the specific
transaction and on a continuing basis). Consistent with this obligation,
Martindale was permitted, in its discretion and to the extent permitted by law,
to purchase and sell portfolio securities to and from brokers and dealers who
provided brokerage and research services (within the meaning of Section 28(e) of
the Securities Exchange Act of 1934) to or for the benefit of the Governor Funds
and/or other accounts over which Martindale exercised investment discretion.
Subject to the review of the Board of Trustees from time to time with respect to
the extent and continuation of the policy, Martindale was authorized to pay a
broker or dealer who provided such brokerage and research services a commission
for effecting a securities transaction for any of the Governor Funds that was in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if, but only if, Martindale determined in good
faith that such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the overall responsibilities of
Martindale with respect to the accounts as to which it exercised investment
discretion.
In placing orders with brokers and dealers, consistent with applicable
laws, rules and regulations, Martindale was permitted to consider the sale of
shares of the Governor Funds. Except as otherwise permitted by applicable laws,
rules and regulations, in no instance were portfolio securities to be purchased
from or sold to BISYS, Martindale or any affiliated person of the Governor
Funds, BISYS or Martindale. In executing portfolio transactions for any Governor
Fund, Martindale was permitted, but was not obligated to, to the extent
permitted by applicable laws and regulations, aggregate the securities to be
sold or purchased with those of other Governor Funds and its other clients where
such aggregation was not inconsistent with the policies set forth in the
Governor Funds' registration statement. In such event, Martindale was to
allocate the securities so purchased or sold, and the expenses incurred in the
transaction, pursuant to any applicable law or regulation and in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to the Governor Funds and such other clients.
The New Advisory Agreement contains identical provisions.
LIMITATION OF LIABILITY
The Previous Advisory Agreement provided that Martindale shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Governor Funds in connection with the performance of the Agreement, except a
loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of Martindale in the performance of its
duties or from reckless disregard by it of its obligations and duties under the
Agreement.
The New Advisory Agreement contains an identical provision.
CONTINUANCE
As to a particular Governor Fund, if approved by shareholders at the
Special Meeting, the New Advisory Agreement would continue until June 30, 2001,
unless terminated. The New Advisory Agreement may be continued from year to year
thereafter as to a particular Governor Fund by a majority vote of the Board of
Trustees of the Governor Funds, including a majority of the Independent
Trustees, cast in person at a meeting called for that purpose, or by a vote of a
majority of all votes attributable to the outstanding shares of that Fund. The
New Advisory Agreement provides that, with respect to a particular Governor
Fund, it will immediately terminate upon consummation of the Reorganization of
that Governor Fund.
TERMINATION
The Previous Advisory Agreement provided that it may be terminated as to a
particular Governor Fund at any time on 60 days' written notice to the other
party, without the payment of any penalty, by the Governor Funds (by vote of the
Board of Trustees of the Governor Funds or by vote of a majority of the
outstanding voting securities of such Governor Fund) or by Martindale. The
Previous Advisory Agreement also provided that it would immediately terminate in
the event of its assignment.
The New Advisory Agreement contains identical termination provisions and,
in addition, provides that, as to a particular Governor Fund, it will
immediately terminate upon consummation of the Reorganization of that Governor
Fund.
The Previous Advisory Agreement was dated November 16, 1998, and
continuance of the Previous Advisory Agreement was most recently approved by the
Trustees, including a majority of the Independent Trustees, with respect to each
Governor Fund, on May 4, 2000. BISYS, as the initial shareholder of each
Governor Fund, approved the Previous Advisory Agreement for each Governor Fund
prior to the Fund's commencement of operations on February 1, 1999.
ADDITIONAL INFORMATION REGARDING MARTINDALE
Prior to May 31, 2000, Governors Group Advisors, Inc. ("Governors Group"),
a wholly-owned subsidiary of Keystone, served as the investment adviser to each
Governor Fund and Martindale (formerly Martindale Andres & Company, Inc.) served
as the sub-adviser to each Governor Fund, except the International Equity Fund.
On May 31, 2000, Governors Group was reorganized into Martindale, with no
resulting change of actual control or management. The reorganization of
Governors Group resulted in Martindale assuming all of the obligations and
responsibilities of Governors Group under the Previous Advisory Agreement with
each Governor Fund and, with respect to the International Equity Fund, under the
investment sub-advisory agreement with Brinson.
Listed below is the name and principal occupation of the principal
executive officer and each director of Martindale. The address of the principal
executive officer and each director is the offices of Martindale at Four Falls
Corporate Center, Suite 2000, West Conshohocken, Pennsylvania 19428.
NAME TITLE PRINCIPAL OCCUPATION
William F. Dwyer President, Chief Director, President and
Executive Officer and Chief Executive Officer
Director of Martindale; and Chief
Investment Officer of
M&T Bank
Mark J. Czarnecki Director Director and Chairman of
the Board of Directors
of Martindale; and
Division Head of
Investment Area of M&T
Bank
William C. Martindale, Director Director and Vice
Jr. Chairman of the Board of
Directors of Martindale
Janice T. Lessman Director Director of Martindale;
and Senior Pennsylvania
Account Servicing Head
of the Trust and
Investment Division of
M&T Bank
Alan R. Teraji Director Director of Martindale;
and Senior Manager of
Institutional Services
of the Investment Group
of M&T Bank
For the fiscal year ended June 30, 2000, Martindale earned and voluntarily
waived the amounts indicated below with respect to the sub-advisory services it
provided to the Governor Funds pursuant to its sub-advisory agreement with
Governors Group and the investment advisory services it provided pursuant to the
Previous Advisory Agreement:
--------------------------------------------------------------------------------
FISCAL YEAR ENDED
GOVERNOR FUND JUNE 30, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FEES EARNED FEES WAIVED
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Aggressive Growth Fund $1,191,144 $357,342
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Established Growth Fund 1,669,608 333,924
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Intermediate Term Income Fund 1,710,672 855,336
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
International Equity Fund 0 0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lifestyle Conservative Growth Fund 230 148
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lifestyle Growth Fund 728 538
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lifestyle Moderate Growth Fund 848 575
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Limited Duration Government Securities Fund 345,946 172,973
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Pennsylvania Municipal Bond Fund 600,219 300,110
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Prime Money Market Fund 1,191,581 595,791
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
U.S. Treasury Obligations Money Market Fund 83,746 41,873
--------------------------------------------------------------------------------
For the fiscal period from July 1, 1999 through May 30, 2000, Governors
Group, the investment adviser to the Governor Funds prior to May 31, 2000,
earned and voluntarily waived the amounts indicated below with respect to its
investment advisory services:
--------------------------------------------------------------------------------
GOVERNOR FUND FISCAL PERIOD FROM
JULY 1, 1999 THROUGH MAY 30, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FEES EARNED FEES WAIVED
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Aggressive Growth Fund $177,848 $53,354
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Established Growth Fund 297,799 59,560
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Intermediate Term Income Fund 0 0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
International Equity Fund 0 0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lifestyle Conservative Growth Fund 337 174
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lifestyle Growth Fund 909 529
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lifestyle Moderate Growth Fund 1,201 654
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Limited Duration Government Securities Fund 0 0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Pennsylvania Municipal Bond Fund 0 0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Prime Money Market Fund 0 0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
U.S. Treasury Obligations Money Market Fund 0 0
--------------------------------------------------------------------------------
For the fiscal year ended June 30, 2000, Martindale earned and voluntarily
waived the amounts indicated below with respect to the co-administrative
services it provided (together with BISYS, whose fees are not included in the
table below) to the Governor Funds pursuant to the Administration Agreement.
--------------------------------------------------------------------------------
GOVERNOR FUND FISCAL YEAR ENDED
JUNE 30, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FEES EARNED FEES WAIVED
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Aggressive Growth Fund $26,785 $6,250
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Established Growth Fund 51,324 11,976
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Intermediate Term Income Fund 55,783 13,016
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
International Equity Fund 8,250 1,925
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lifestyle Conservative Growth Fund 0 0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lifestyle Growth Fund 0 0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Lifestyle Moderate Growth Fund 0 0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Limited Duration Government Securities Fund 11,281 2,632
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Pennsylvania Municipal Bond Fund 19,573 4,567
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Prime Money Market Fund 58,284 13,600
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
U.S. Treasury Obligations Money Market Fund 4,096 956
--------------------------------------------------------------------------------
PROPOSAL 3: APPROVAL OF NEW SUB-ADVISORY AGREEMENT WITH BRINSON
(INTERNATIONAL EQUITY FUND SHAREHOLDERS ONLY)
INTRODUCTION
At the Special Meeting, shareholders of the International Equity Fund will
be asked to approve a New Sub-Advisory Agreement with Brinson, which is being
submitted in connection with the Bank Merger between Keystone and M&T Corp. on
October 6, 2000. Consummation of the Bank Merger caused a change in the
ownership of Martindale, which automatically terminated the Previous Advisory
Agreement then in effect between Martindale and the Governor Funds in accordance
with its terms and as required by the 1940 Act. In turn, the investment
sub-advisory agreement then in effect between Martindale and Brinson, relating
to the management of the International Equity Fund ("Previous Sub-Advisory
Agreement"), automatically terminated in accordance with its terms. There has
been no change in ownership of Brinson. As discussed below, since the
termination of the Previous Sub-Advisory Agreement, Brinson has been providing
sub-advisory services to the International Equity Fund under the terms of an
interim investment sub-advisory agreement with Martindale.
INTERIM SUB-ADVISORY AGREEMENT
To assure the continued supervision of the investments of the International
Equity Fund after the Bank Merger and the resulting termination of the Previous
Sub-Advisory Agreement, the Board of Trustees (including a majority of the
Independent Trustees) approved an interim investment sub-advisory agreement
between Martindale and Brinson pursuant to Rule 15a-4 under the 1940 Act
("Interim Sub-Advisory Agreement") at an in-person meeting of the Board of
Trustees of the Governor Funds held on September 14, 2000. As required by Rule
15a-4, the terms and conditions of the Interim Sub-Advisory Agreement are
identical in all material respects to the Previous Sub-Advisory Agreement,
including the rate of sub-advisory fee, except for its dates of effectiveness
and termination and escrow provisions and other terms required by Rule 15a-4.
Since the date of the Bank Merger, Brinson has provided sub-advisory services to
the International Equity Fund under the Interim Sub-Advisory Agreement.
The Interim Sub-Advisory Agreement became effective on the date of the Bank
Merger (October 6, 2000) ("Interim Sub-Advisory Agreement Effective Date") and
will terminate the earlier of 150 days from the Interim Sub-Advisory Agreement
Effective Date or upon approval of a new investment sub-advisory agreement
between Brinson and Martindale by the International Equity Fund shareholders.
The Interim Sub-Advisory Agreement also provides that the Board of Trustees of
the Governor Funds or a majority of the International Equity Fund's outstanding
voting securities, as that term is defined in the 1940 Act, may terminate the
Interim Sub-Advisory Agreement on 10 calendar days' written notice to Brinson or
Martindale. The Interim Sub-Advisory Agreement terminates in the event of an
assignment as that term is defined in the 1940 Act. The Previous Sub-Advisory
Agreement provided for its termination in the event of the termination of the
Previous Advisory Agreement between Martindale and the Governor Funds; the
Interim Sub-Advisory Agreement contains a comparable provision in the event of
the termination of the Interim Advisory Agreement between Martindale and the
Governor Funds.
Pursuant to the terms of the Interim Sub-Advisory Agreement, the maximum
amount of compensation payable to Brinson during this interim period is no
greater than that which would have been payable to Brinson under the Previous
Sub-Advisory Agreement. The compensation to be paid to Brinson under the Interim
Sub-Advisory Agreement is being held in an interest-bearing escrow account with
State Street.
In accordance with the provisions of Rule 15a-4, the Interim Sub-Advisory
Agreement also provides that, if the International Equity Fund shareholders
approve a new investment sub-advisory agreement between Brinson and Martindale
no later than 150 days from the Interim Sub-Advisory Agreement Effective Date,
Brinson is entitled to the compensation held in the interest-bearing escrow
account (including interest earned on that amount). If the International Equity
Fund shareholders do not approve a new investment sub-advisory agreement between
Brinson and Martindale within that time period, the Interim Sub-Advisory
Agreement provides that Brinson is entitled to be paid, out of the
interest-bearing escrow account, the lesser of the total amount held in the
interest-bearing escrow account (plus interest earned on that amount) or any
costs incurred by Brinson in performing its duties under the Interim
Sub-Advisory Agreement prior to its termination (plus interest earned on the
amount while in the interest-bearing escrow account).
NEW SUB-ADVISORY AGREEMENT
At the September 14, 2000 meeting, the Board also approved a New
Sub-Advisory Agreement between Martindale and Brinson. The New Sub-Advisory
Agreement is identical in all material respects to the Previous Sub-Advisory
Agreement, including the rate of sub-advisory fee, except for its effective and
termination dates. Specifically, the New Sub-Advisory Agreement provides for the
Agreement to become effective on the date the shareholders of the International
Equity Fund approve the New Sub-Advisory Agreement and would remain in effect
until the earlier of June 30, 2001, or until the Closing of the Reorganization
as to the International Equity Fund (currently anticipated to occur on or about
December 18, 2000), unless otherwise terminated.
As noted above and in accordance with Rule 15a-4 under the 1940 Act,
shareholder approval of the New Sub-Advisory Agreement is necessary in order for
Brinson to receive the amount of the sub-advisory fee it would have otherwise
received under the Previous Sub-Advisory Agreement for managing the
International Equity Fund under the Interim Sub-Advisory Agreement from the date
the Previous Sub-Advisory Agreement terminated until the New Sub-Advisory
Agreement is approved by shareholders of the International Equity Fund. The rate
of sub-advisory fee under both the New Sub-Advisory Agreement and Interim
Sub-Advisory Agreement is identical to the rate of sub-advisory fee under the
Previous Sub-Advisory Agreement. Approval of the New Sub-Advisory Agreement
would also permit Brinson to continue to serve as sub-adviser to the
International Equity Fund until consummation of the Reorganization of that Fund.
If shareholders of the International Equity Fund do not approve the New
Sub-Advisory Agreement, Brinson will be entitled to receive from Martindale the
lesser of the total amount held in the interest-bearing escrow account (plus
interest earned) or any costs Brinson incurred in performing the Interim
Sub-Advisory Agreement prior to its termination (plus interest earned on that
amount while in the interest-bearing escrow account), on behalf of the
International Equity Fund. Such amount will be released to Brinson from the
interest-bearing escrow account. Any excess monies held in the interest-bearing
escrow account will be returned to the International Equity Fund.
If the shareholders of the International Equity Fund do not approve the New
Sub-Advisory Agreement, the Board of Trustees of the Governor Funds will take
appropriate action with respect to the Fund's sub-advisory arrangements.
BOARD CONSIDERATIONS
In determining whether to approve the Interim Sub-Advisory Agreement and
New Sub-Advisory Agreement, the Board of Trustees, including a majority of the
Independent Trustees, of the Governor Funds, determined that the scope and
quality of services to be provided under both the Interim Sub-Advisory Agreement
and the New Sub-Advisory Agreement were at least equivalent to those provided
under the Previous Sub-Advisory Agreement. In addition, the Board was advised
that there would be no changes in the personnel who provide the investment
advisory services to the International Equity Fund during the terms of both the
Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement. The Board
considered the fact that there were no material differences between the terms
and conditions of the Interim Sub-Advisory Agreement and the New Sub-Advisory
Agreement and the Previous Sub-Advisory Agreement, other than the dates of
effectiveness and termination provisions and, with respect to the Interim
Sub-Advisory Agreement, the escrow provisions and other terms required by Rule
15a-4. The Board of Trustees of the Governor Funds also considered both the
Interim Sub-Advisory Agreement and New Sub-Advisory Agreement as part of its
overall approval of the Plan. The Board considered, among other things, the
factors set forth above under "Information About the Reorganization -
Considerations by the Board of Trustees of the Governor Funds."
Based upon the considerations set forth above, the Trustees have determined
that the New Sub-Advisory Agreement is in the best interest of the International
Equity Fund and its shareholders. The Board believes that the International
Equity Fund will receive sub-advisory services under the New Sub-Advisory
Agreement equivalent to those that they received under the Previous Sub-Advisory
Agreement, and at the same fee and expense levels.
COMPARISON OF THE PREVIOUS SUB-ADVISORY AGREEMENT
AND NEW SUB-ADVISORY AGREEMENT
SUB-ADVISORY SERVICES
The sub-advisory services to be provided by Brinson under the New
Sub-Advisory Agreement are identical to those provided by Brinson under the
Previous Sub-Advisory Agreement. Under the Previous Sub-Advisory Agreement and
New Sub-Advisory Agreement, Brinson is to provide a continuous investment
program for the International Equity Fund, including investment research and
management with respect to all securities and investments and cash equivalents
in the Fund, subject to the supervision of Martindale and the Board of Trustees
of the Governor Funds. Under both the Previous Sub-Advisory Agreement and New
Sub-Advisory Agreement, Brinson is to determine from time to time what
securities and other investments are to be purchased, retained or sold with
respect to the International Equity Fund and is to implement such determinations
through the placement of orders for the execution of portfolio transactions with
or through brokers or dealers as it may select. Brinson is to provide the
services under both the Previous Sub-Advisory Agreement and New Sub-Advisory
Agreement in accordance with the International Equity Fund's investment
objectives, policies and restrictions, as stated in its current prospectus and
resolutions of the Board of Trustees of the Governor Funds.
Under both the Previous Sub-Advisory Agreement and New Sub-Advisory
Agreement, Brinson is to maintain all books and records with respect to the
securities transactions of the International Equity Fund and is to furnish
Martindale and the Board of Trustees such periodic and special reports as
Martindale and the Board may request. The Previous Sub-Advisory Agreement and
the New Sub-Advisory Agreement also provide that, in making investment
recommendations for the International Equity Fund, Brinson's personnel will not
inquire or take into consideration whether the issuers of securities proposed
for purchase or sale for the account of the International Equity Fund are
customers of Brinson or of its parents, subsidiaries or affiliates. In dealing
with such customers, Brinson and its parents, subsidiaries, and affiliates will
not inquire or take into consideration whether securities of those customers are
held by the Governor Funds.
FEES
The Previous Sub-Advisory Agreement and the New Sub-Advisory Agreement
provide that Martindale will pay Brinson an annual fee based on the average
daily net assets of the International Equity Fund as follows: 0.40% of the first
$50 million of the Fund's average daily net assets; 0.35% of the next $150
million of the Fund's average daily net assets; and 0.30% of the Fund's average
daily net assets in excess of $200 million. The fee arrangement between
Martindale and Brinson is identical in the Previous Sub-Advisory Agreement and
the New Sub-Advisory Agreement.
PAYMENT OF EXPENSES
Under both the Previous Sub-Advisory Agreement and the New Sub-Advisory
Agreement, Brinson is to pay all expenses incurred by it in connection with its
activities under the relevant Agreement, other than the cost of securities
(including brokerage commissions, if any) purchased for the International Equity
Fund.
BROKERAGE
Under the Previous Sub-Advisory Agreement, Brinson agreed to place orders
pursuant to its investment determinations for the International Equity Fund
either directly with the issuer or with any broker or dealer. In placing orders
with brokers and dealers, Brinson was to attempt to obtain prompt execution of
orders in an effective manner at the most favorable price. In assessing the best
execution available for any transaction, Brinson was required to consider all
factors it deemed relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution capability of
the broker-dealer and the reasonableness of the commission, if any (for the
specific transaction and on a continuing basis). Consistent with this
obligation, Brinson was permitted, in its discretion and to the extent permitted
by law, to purchase and sell portfolio securities to and from brokers and
dealers who provided brokerage and research services (within the meaning of
Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of
the International Equity Fund and/or other accounts over which Brinson exercised
investment discretion. Subject to the review of Martindale and the Board of
Trustees from time to time with respect to the extent and continuation of the
policy, Brinson was authorized to pay a broker or dealer who provided such
brokerage and research services a commission for effecting a securities
transaction for the International Equity Fund that was in excess of the amount
of commission another broker or dealer would have charged for effecting that
transaction if, but only if, Brinson determined in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the overall responsibilities of Brinson with respect
to the accounts as to which it exercised investment discretion.
In placing orders with brokers and dealers, consistent with applicable
laws, rules and regulations, Brinson was permitted to consider the sale of
shares of the International Equity Fund. Except as otherwise permitted by
applicable laws, rules and regulations, in no instance were portfolio securities
to be purchased from or sold to BISYS, Martindale, Brinson or any affiliated
person of the Governor Funds, BISYS, Martindale or Brinson. In executing
portfolio transactions for the International Equity Fund, Brinson was permitted,
but was not obligated to, to the extent permitted by applicable laws and
regulations, aggregate the securities to be sold or purchased with those of
other Governor Funds and its other clients where such aggregation was not
inconsistent with the policies set forth in the Governor Funds' registration
statement. In such event, Brinson was to allocate the securities so purchased or
sold, and the expenses incurred in the transaction, pursuant to any applicable
law or regulation and in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Governor Funds and such other
clients.
The New Sub-Advisory Agreement contains identical provisions.
LIMITATION OF LIABILITY
The Previous Sub-Advisory Agreement provided that Brinson shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Governor Funds or Martindale in connection with the performance of the
Agreement, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of Brinson in the
performance of its duties or from reckless disregard by it of its obligations
and duties under the Agreement.
The New Sub-Advisory Agreement contains an identical provision.
CONTINUANCE
If approved by shareholders of the International Equity Fund at the Special
Meeting, the New Sub-Advisory Agreement would continue until June 30, 2001,
unless terminated. The New Sub-Advisory Agreement may be continued from year to
year thereafter by a majority vote of the Board of Trustees of the Governor
Funds, including a majority of the Independent Trustees, cast in person at a
meeting called for that purpose, or by a vote of a majority of all votes
attributable to the outstanding shares of the International Equity Fund. The New
Sub-Advisory Agreement provides that it will immediately terminate upon
consummation of the Reorganization of the International Equity Fund.
TERMINATION
The Previous Sub-Advisory Agreement provided that it may be terminated at
any time on 60 days' written notice to the other party, without the payment of
any penalty, by Martindale or the Governor Funds (by vote of the Board of
Trustees of the Governor Funds or by vote of a majority of the outstanding
voting securities of the International Equity Fund) or by Brinson.
The New Sub-Advisory Agreement contains an identical provision.
The Previous Sub-Advisory Agreement also provided that it would immediately
terminate in the event of its assignment and in the event of the termination of
the Previous Advisory Agreement.
The New Sub-Advisory Agreement provides that it will immediately terminate:
(1) in the event of its assignment; (2) upon consummation of the Reorganization
of the International Equity Fund; and (3) in the event of the termination of the
investment advisory agreement with Martindale then in effect.
The Previous Sub-Advisory Agreement was dated November 16, 1998, and
continuance of the Previous Sub-Advisory Agreement was most recently approved by
the Trustees, including a majority of the Independent Trustees, on May 4, 2000.
BISYS, as the initial shareholder of the International Equity Fund, approved the
Previous Sub-Advisory Agreement prior to the Fund's commencement of operations
on February 1, 1999.
ADDITIONAL INFORMATION REGARDING BRINSON
Brinson has served as the sub-adviser to the International Equity Fund
since November 16, 1998. Listed below is the name and principal occupation of
the principal executive officer and each director of Brinson. The address of the
principal executive officer and each director is the offices of Brinson at 209
South LaSalle Street, Chicago, Illinois 60604.
NAME TITLE PRINCIPAL OCCUPATION
---- ----- --------------------
Benjamin F. Lenhardt, Jr. President, Chief Director, President, Chief
Executive Officer Executive Officer and
and Director Managing Director of Brinson
Gary P. Brinson Director Director, Chairman of the
Board of Directors and
Managing Director of Brinson
Jeffrey J. Diermeier Director Director, Chief Investment
Officer and Managing Director
of Brinson
Nicholas C. Rassas Director Director, Vice President and
Managing Director of Brinson
For the fiscal year ended June 30, 2000, Brinson earned $168,658 with
respect to its sub-investment advisory services pursuant to the Previous
Sub-Advisory Agreement.
Brinson acts as investment adviser to the following series of The Brinson
Funds, a registered investment company with a similar investment objective to
the International Equity Fund and Vision International Equity Fund:
RATE OF
MANAGEMENT FEE
PAYABLE TO AMOUNT OF
BRINSON ON WAIVER AND/OR
NET ASSETS AS AVERAGE DAILY EXPENSE
NAME OF BRINSON SERIES OF JUNE 30, 2000 NET ASSSETS REIMBURSEMENT*
---------------------- ---------------- ----------- -------------
International Equity Fund $417,804,545 0.80% 1.00%
-----------------
* Brinson has irrevocably agreed to waive its fees and reimburse certain
expenses so that the total operating expenses of the International Equity Fund
do not exceed 1.00%.
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in connection with the
solicitation by the Board of Trustees of the Governor Funds of proxies for use
at the Special Meeting to be held on December 13, 2000 at 2:00 p.m., Eastern
Time at the principal offices of the Governor Funds, 3435 Stelzer Road, Columbus
Ohio 43218, and at any adjournments thereof. The proxy confers discretionary
authority on the persons designated therein to vote on other business not
currently contemplated that may properly come before the Special Meeting. A
proxy, if properly executed, duly returned and not revoked, will be voted in
accordance with the specifications thereon; if no instructions are given, such
proxy will be voted in favor of the Plan. A shareholder may revoke a proxy at
any time prior to use by filing with the Secretary of the Governor Funds an
instrument revoking the proxy, by submitting a proxy bearing a later date or by
attending and voting at the Special Meeting.
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by M&T Bank or one of its affiliates, and not by the
Governor Funds or the Vision Funds. In addition to solicitations through the
mails, proxies may be solicited by officers, employees and agents of the
Governor Funds and M&T Bank. Such solicitations may be by telephone, telegraph
or personal contact. M&T Bank or one of its affiliates will reimburse
custodians, nominees and fiduciaries for the reasonable costs incurred by them
in connection with forwarding solicitation materials to the beneficial owners of
shares held of record by such persons.
You may vote by completing and signing the enclosed proxy card(s) and
mailing them in the enclosed postage paid envelope. You may also vote your
shares by phone at 1-800-690-6903. Internet voting is also available at
www.proxyvote.com. Neither the Governor Funds nor its shareholders will bear the
costs for this proxy solicitation. If votes are recorded by telephone, the
Governor Funds or its agents will use procedures designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of their
shares in accordance with their instructions, and to confirm that a
shareholder's instructions have been properly recorded.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees of the Governor Funds has fixed the close of business
on October 16, 2000, as the record date for the determination of shareholders of
the Governor Funds entitled to notice of and to vote at the Special Meeting and
any adjournments thereof. Holders of the S Shares class of the Prime Money
Market Fund are entitled to notice of, but not entitled to vote on, the
Reorganization since the Board of the Governor Funds determined at a meeting
held on October 27, 2000 to liquidate the S Shares class of the Fund on December
1, 2000. The S Shares will not be counted as outstanding shares of the Prime
Money Market Fund for purposes of determining a quorum. Each share of a Governor
Fund is entitled to one vote and fractional shares have proportionate voting
rights. Only shareholders of record as of the record date are entitled to vote
on the proposal. As of the record date, each of the Governor Funds had the
number of shares issued and outstanding listed below:
TOTAL SHARES
FUND NAME OUTSTANDING
--------- -----------
Aggressive Growth Fund 11,978,335.397
Established Growth Fund 19,642,158.89
Intermediate Term Income Fund 25,947,321.466
International Equity Fund 3,946,929.089
Lifestyle Conservative Growth Fund 136,310.966
Lifestyle Growth Fund 27,633.046
Lifestyle Moderate Growth Fund 120,081.652
Limited Duration Government Securities Fund 7,435,407.067
Pennsylvania Municipal Bond Fund 9,256,482.174
Prime Money Market Fund (Investor Shares) 189,150,699.27
Prime Money Market Fund (S Shares) 1,462,712.01
U.S. Treasury Obligations Money Market 15,004,877.850
Fund
On the record date, the Trustees and officers of the Governor Funds
individually, and as a group, owned less than 1% of the outstanding shares of
each Governor Fund.
To the best knowledge of the Governor Funds, as of the record date, no
person, except as set forth in the table below, owned beneficially or of record
5% or more of the outstanding shares of the Investor Shares class of any
Governor Fund.
PERCENT OF
NAME AND ADDRESS OF RECORD OUTSTANDING
NAME OF GOVERNOR FUND AND BENEFICIAL OWNER SHARES
----------------------------- ----------------------------- -----------------
Prime Money Market - National Financial Services 18.1028%
Investor Shares Corp.*
200 Liberty St.
New York, NY 10281
Altru Company** 74.7164%
1315 11th Ave.
Altoona, PA 16601
Prime Money Market - S Robert F. Rubright 7.0967%
Shares Sally A. Rubright
1527 Pottsville Pike
Shoemakersville, PA 19555
Michael J. Hagan*** 27.4147%
Joyce L. Hagan
1629 Clydesdale Cir.
Yardley, PA 19067
20.8623%
Digby D. MacDonald
1010 Greenbriar Dr.
State College, PA 16801
Betty Factor 18.1017%
Marvin Factor
2607 Old Rodgers Rd.
Bristol, PA 19007
Paul M. Metzger 5.8142%
600 Philadelphia Rd.
Joppa, MD 21085
US Treasury Obligations National Financial Services 10.2965%
Money Market Corp.*
200 Liberty St.
New York, NY 10281
Altru Company** 87.0015%
1315 11th Ave.
Altoona, PA 16601
Pennsylvania Municipal Bond Altru Company** 94.9350%
1315 11th Ave.
Altoona, PA 16601
Intermediate Term Income Altru Company** 62.6860%
1315 11th Ave.
Altoona, PA 16601
Altru Company** 36.6428%
1315 11th Ave.
Altoona, PA 16601
Established Growth Altru Company** 50.9818%
1315 11th Ave.
Altoona, PA 16601
Altru Company** 39.6110%
1315 11th Ave.
Altoona, PA 16601
Aggressive Growth Altru Company** 6.0800%
1315 11th Ave.
Altoona, PA 16601
Altru Company** 42.5931%
1315 11th Ave.
Altoona, PA 16601
Altru Company** 45.7868%
1315 11th Ave.
Altoona, PA 16601
Limited Duration Government Altru Company** 80.0701%
Securities 1315 11th Ave.
Altoona, PA 16601
Altru Company** 18.5761%
1315 11th Ave.
Altoona, PA 16601
International Equity Fund Altru Company** 57.0118%
1315 11th Ave.
Altoona, PA 16601
Altru Company** 41.9275%
1315 11th Ave.
Altoona, PA 16601
Lifestyle Conservative Robert Holsinger 10.5919%
Growth Fund 520 Barley St.
Roaring Spring, PA 16673
Earl E. Meily 5.1971%
14 Cardinal Dr.
Milton, PA 17847
IRA Rollover 14.2175%
RR 4 Box 117
Mifflinburg, PA 17844
Thomas P. McIntyre, Sr. 7.0838%
1618 County Street
Laureldale, PA 19605
IRA Rollover 14.2361%
2306 E. Allegheny Ave.
Philadelphia, AP 19134
IRA Rollover 5.8140%
15600 Bank St.
Mt. Savage, MD 21545
Shirley Decker 18.0783%
102 Highlands
Danville, PA 17821
IRA Rollover 8.1908%
3303 Comfort Hill Rd.
Wellsburg, NY 14894
----------------
* DENOTES SHARES HELD OF RECORD ONLY.
** ALTRU COMPANY IS THE NOMINEE NAME FOR M&T BANK UNDER WHICH M&T BANK HOLDS
SHARES FOR THE BENEFIT OF ITS TRUST AND/OR FIDUCIARY CUSTOMERS. M&T BANK MAY OR
MAY NOT EXERCISE INVESTMENT DISCRETION OR HAVE VOTING AUTHORITY WITH RESPECT TO
SUCH SHARES. M&T BANK HAS VOTING AUTHORITY WITH RESPECT TO MORE THAN 25% OF THE
VOTING SECURITIES OF EACH GOVERNOR FUND AND, THEREFORE, M&T BANK POSSESSES THE
ABILITY TO CONTROL THE OUTCOME OF MATTERS SUBMITTED FOR A SHAREHOLDER VOTE OF
THE GOVERNOR FUNDS OR A PARTICULAR GOVERNOR FUND.
*** PERSON IS DEEMED TO CONTROL THE CLASS WITHIN THE MEANING OF THE 1940 ACT.
SUCH PERSON POSSESSES THE ABILITY TO CONTROL THE OUTCOME OF MATTERS SUBMITTED
FOR THE VOTE OF SHAREHOLDERS OF THAT CLASS.
As to each Vision Fund, on the record date, the Trustees and officers of
the Vision Group of Funds as a group owned less than 1% of the outstanding
shares of any class of a Vision Fund.
To the best knowledge of the Vision Group of Funds, as of the record date,
no person, except as set forth in the table below, owned beneficially or of
record 5% or more of the outstanding shares of any Vision Fund.
PERCENT OF
NAME OF VISION FUND AND TITLE NAME AND ADDRESS OF RECORD OUTSTANDING
OF CLASS OWNER SHARES
------------------------------- ----------------------------- ----------------
Vision Money Market Fund - Manufacturers & Traders* 6.85%
Class A Tice & Co. , 8th Floor
Attn: TR Dept. Cash Clerk
PO Box 1377
Buffalo, NY 14240-1377
Manufacturers & Traders* 13.47%
Tice & Co., 8th Floor
Attn: TR Dept. Cash Mgmt.
Clerk
PO Box 1377
Buffalo, NY 14240-1377
National Financial Services 9.35%
Co. for the Exclusive
Benefit of Our Customers
PO Box 3752
Church Street Station
New York, NY 10008-3752
Vision Treasury Money Market Manufacturers & Traders* 76.87%
Fund - Class A Tice & Co., 8th Floor
Attn: TR Dept. Cash Mgmt.
Clerk
PO Box 1377
Buffalo, NY 14240-1377
Vision NY Tax-Free Money Manufacturers & Traders TR 15.62%
Market Fund Co.*
Tice & Co., 8th Floor
Attn: TR Dept. Cash Mgmt.
Clerk
PO Box 1377
Buffalo, NY 14240-1377
Manufacturers & Traders TR 27.39%
Co.*
Tice & Co., 8th Floor
Attn: TR Dept. Cash Mgmt.
Clerk
PO Box 1377
Buffalo, NY 14240-1377
National Financial Services 20.31%
Co. for the Exclusive
Benefit of Our Customers
PO Box 3752
Church Street Station
New York, NY 10008-3752
Vision Money Market Fund - OSMOSE Inc.** 7.75%
Class S 980 Ellicott St.
Buffalo, NY 14209-2398
Health Solutions Limited** 13.75%
210 Great Oaks Blvd.
Albany, NY 12203-5962
Vision Treasury Money Market University Hill Radiation 5.70%
Fund - Class S Oncology**
Money Advantage Account
60 Presidential Plz.
Syracuse, NY 13203-2292
United Radio Inc.** 5.13%
Money Advantage
2949 Erie Blvd. E
Syracuse, NY 13224-1493
Vision New York Municipal Manufacturers & Traders TR 31.26%
Income FD - Class A Co.*
Krauss & Co.
Attn: Trust Dept.
PO Box 1377
Buffalo, NY 14240-1377
Tice & Co.* 10.17%
c/o Manufacturers & Traders
TR Co.
PO Box 1377
Buffalo, NY 14240-1377
SEI Trust Company* 6.97%
c/o M&T Bank
Attn: Mutual Fund
Administrator
One Freedom Valley Drive
Oaks, PA 19456
Vision US Government Krauss & Company* 28.97%
Securities Fund - Class A c/o Manufacturers & Traders
TR Co.
PO Box 1377
Buffalo, NY 14240-1377
Tice & Co.* 14.73%
c/o Manufacturers & Traders
TR Co.
PO Box 1377
Buffalo, NY 14240-1377
Manufacturers and Traders 11.58%
Bank*
REHO & Co.
Attn: Trust Dept.
PO Box 1377
Buffalo, NY 14240-1377
SEI Trust Company* 18.27%
c/o M&T Bank
Attn: Mutual Fund
Administrator
One Freedom Valley Drive
Oaks, PA 19456
8.49%
SEI Trust Company*
c/o M&T Investment Group
One Freedom Valley Dr.
Oaks, PA 19456
Vision Large Cap Value Fund - Tice & Co.* 16.80%
Class A c/o Manufacturers & Traders
TR Co.
PO Box 1377
Buffalo, NY 14240-1377
Krauss & Company* 11.78%
c/o Manufacturers & Traders
Trust
PO Box 1377
Buffalo, NY 14240-1377
Manufacturers and Traders 5.80%
Bank*
REHO & Co.
Attn: Trust Dept.
PO Box 1377
Buffalo, NY 14240-1377
Manufacturers and Traders 6.59%
Bank*
REHO & Co.
Attn: Trust Dept.
PO Box 1377
Buffalo, NY 14240-1377
SEI Trust Company* 21.93%
c/o M&T Bank
Attn: Mutual Fund
Administrator
One Freedom Valley Drive
Oaks, PA 19456
SEI Trust Company* 10.95%
c/o M&T Investment Group
One Freedom Valley Dr.
Oaks, PA 19456
Vision Large Cap Growth Fund Manufacturers & Traders TR 5.48%
- Class A Co.*
Tice & Co.
Attn: Trust Department
PO Box 1377
Buffalo, NY 14240-1377
Manufacturers & Traders TR 8.67%
Co.*
Tice & Co.
Attn: Trust Department
PO Box 1377
Buffalo, NY 14240-1377
Manufacturers and Traders 78.47%
Bank*
REHO & Co.
Attn: Trust Dept.
PO Box 1377
Buffalo, NY 14240-1377
Vision Large Cap Growth Fund NFSC/FMTC IRA** 6.69%
- Class B FBO Carol Lee Spages
23 Donald Ave.
Newton, NJ 07860-2301
NFSC FEBO** 10.71%
Carol J. McGee
Donald J. McGee
1072 Klem Road
Webster, NY 14580-8601
NFSC FEBO** 5.81%
William Norman Henderson
Teresa E. Henderson
4300 Graham Rd.
Jamesville, NY 13078-9436
Faustino Albano** 9.19%
Carol Albano JTWROS
90 Pine St.
E. Rochester, NY 14445-1349
Michael Buonaccorso C/F** 12.65%
Michael Buonaccorso, Jr.
UTMA NY 21
50 Stone Island Ln.
Penefield, NY 14526-1018
Floyd C. Alles &** 9.19%
Winifred D. Alles JTWROS
3158 Oakmont Rd.
Bloomfield, NY 14469-9704
NFSC FEBO** 15.56%
Herbert K. Levin
PMA Account
18 Kirby Trl.
Fairport, NY 14450-4128
Vision Large Cap Value Fund - NFSC/FMTC Roth IRA** 5.73%
Class B FBO Albert H. Arnold
700 Cooper Rd.
Jordan, NY 13080-9715
NFSC/FMTC IRA Rollover** 9.86%
FBO Basil J. Mancuso
PO Box 11038
Syracuse, NY 13218-1-38
John A. Berra** 11.09%
47 Liddell St.
Buffalo, NY 14212-1823
Linda Fordyce Dehlinger** 6.34%
22 Milton Street
Tonawanda, NY 14150-3926
Mary Ann Rizzo** 42.04%
800 Lebrun
Amherst, NY 14226-4214
Bernice E. Allen** 6.85%
3 Hopkins Rd #5
Liverpool, NY 13088-5739
Robert W. Wode** 13.75%
Mary T. Wode JTWROS
12906 Ontario St.
Irving, NY 14081-9666
Vision Mid Cap Stock Fund - Tice & Co.* 7.13%
Class A c/o Manufacturers & Traders
TR Co.
PO Box 1377
Buffalo, NY 14240-1377
SEI Trust Company* 6.79%
c/o M&T Bank
Attn: Mutual Fund
Administrator
One Freedom Valley Drive
Oaks, PA 19456
SEI Trust Company* 32.16%
c/o M&T Investment Group
One Freedom Valley Dr.
Oaks, PA 19456
Vision Mid Cap Stock Fund - NFSC FEBO** 13.05%
Class B NFSC/FMTC IRA Rollover
FBO Harold L. Thomas
150 Surry Run
Williamsville, NY
14221-3322
NFSC FEBO** 15.07%
M. Cesarie Sasala
2025 Piney Point Rd.
Troy, NY 12180-9505
Barbara Strittmatter** 7.23%
3 Raymond Dr.
Ashley, PA 18706-1731
NFSC FEBO** 7.21%
Herbert I. Levin
PMA Account
18 Kirby Trl.
Fairport, NY 14450-4128
----------------
* DENOTES ACCOUNTS FOR WHICH M&T BANK HOLDS SHARES FOR THE BENEFIT OF ITS TRUST
AND/OR FIDUCIARY CUSTOMERS. M&T BANK MAY OR MAY NOT EXERCISE INVESTMENT
DISCRETION OR HAVE VOTING AUTHORITY WITH RESPECT TO SUCH SHARES. M&T BANK HAS
VOTING AUTHORITY WITH RESPECT TO MORE THAN 25% OF THE VOTING SECURITIES OF EACH
VISION FUND AND, THEREFORE, M&T BANK POSSESSES THE ABILITY TO CONTROL THE
OUTCOME OF MATTERS SUBMITTED FOR A SHAREHOLDER VOTE OF THE VISION GROUP OF FUNDS
OR A PARTICULAR VISION FUND.
** DENOTES BENEFICIAL AND RECORD OWNER OF SHARES.
Approval of the Plan with respect to a Governor Fund requires the
affirmative vote, in person or by proxy, of the lower of : (i) more than 50% of
the outstanding voting securities of the Fund; or (ii) 67% or more of the voting
securities of the Fund present at a meeting, if the holders of more than 50% of
the outstanding voting securities are present or represented by proxy ("Majority
Vote"). In the event that shareholders of one or more of the Governor Funds do
not approve the Plan, the Reorganization will proceed with respect to those
Governor Funds that have approved the Plan, subject to certain other conditions
being met. The votes of shareholders of the Vision Funds are not being solicited
since their approval is not required in order to effect the Reorganization.
Approval of the New Advisory Agreement with respect to a Governor Fund
requires a Majority Vote. In the event the shareholders of one or more of the
Governor Funds do not approve the New Advisory Agreement, the New Advisory
Agreement will only be in effect for those Governor Funds that have approved the
New Advisory Agreement.
With respect to the International Equity Fund, approval of the New
Sub-Advisory Agreement requires a Majority Vote.
Shareholders of each Governor Fund will vote separately on Proposals 1 and
2. The International Equity Fund shareholders will vote separately on Proposal
3. In order for the shareholder meeting to go forward for a Governor Fund, there
must be a quorum. This means that at least one-third of that Fund's shares
entitled to vote must be represented at the meeting -- either in person or by
proxy. All returned proxies count toward a quorum, regardless of how they are
voted. An abstention will be counted as shares present at the meeting in
determining whether a proposal has been approved, and will have the same effect
as a vote "against" the proposal. Broker non-votes will not be counted as
present in calculating the vote on any proposal. (Broker non-votes are shares
for which (a) the underlying owner has not voted and (b) the broker holding the
shares does not have discretionary authority to vote on the particular matter.)
If you sign and date your proxy, but do not specify instructions, your shares
will be voted in favor of the proposals.
If a quorum is not obtained or if sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies. In
determining whether to adjourn the meeting, the following factors may be
considered: the nature of the proposal; the percentage of votes actually cast;
the percentage of negative votes actually cast; the nature of any further
solicitation; and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require a vote in favor
of the adjournment by the holders of a majority of the shares present in person
or by proxy at the meeting (or any adjournment of the meeting).
OTHER MATTERS
Management of the Governor Funds knows of no other matters that may
properly be, or which are likely to be, brought before the Special Meeting.
However, if any other business shall properly come before the Special Meeting,
the persons named in the proxy intend to vote thereon in accordance with their
best judgment.
Governor Funds is not required, and does not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for the next meeting of
shareholders of the Governor Funds (if any) should send their written proposals
to the Governor Funds at 3435 Stelzer Road, Columbus, Ohio 43218, ATTN:
Secretary, so that they are received within a reasonable time before such
meeting.
BOARD RECOMMENDATION
After carefully considering the issues involved, the Board of Trustees of
the Governor Funds has unanimously approved the proposed Reorganization, the New
Advisory Agreement for each Governor Fund, and, with respect to the
International Equity Fund, the New Sub-Advisory Agreement. The Board of Trustees
of the Governor Funds recommends that you vote to approve the Plan, the New
Advisory Agreement and, for shareholders of the International Equity Fund, the
New Sub-Advisory Agreement. Whether or not shareholders expect to attend the
Special Meeting, all shareholders are urged to sign, fill in and return the
enclosed proxy form promptly.
EXHIBITS TO COMBINED PROSPECTUS/PROXY STATEMENT
EXHIBIT
A Form of Agreement and Plan of Reorganization
B Vision Fund Prospectus dated November 8, 2000 (enclosed)
EXHIBIT A
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION, made as of this ____ day of November,
2000, by and between Vision Group of Funds (the "Trust"), a business trust
created under the laws of the State of Delaware, with its principal place of
business at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, and
Governor Funds (the "Governor Funds"), a business trust created under the laws
of the State of Delaware, with its principal place of business at 3435 Stelzer
Road, Columbus, Ohio 43218.
PLAN OF REORGANIZATION
The reorganization (hereinafter referred to as the "Plan of
Reorganization") will consist of (i) the acquisition by the Trust on behalf of
the Vision Portfolio (as hereinafter defined) of substantially all of the
property, assets and goodwill of the [ ] Fund series (the "Governor Portfolio")
of the Governor Funds in exchange solely for Class A shares of beneficial
interest, no par value ("Class A Shares"), of the [ ] Fund series (the "Vision
Portfolio") of the Trust, and the assumption by the Trust on behalf of the
Vision Portfolio of all of the liabilities of the Governor Portfolio, (ii) the
distribution of such shares of beneficial interest of the Vision Portfolio to
the shareholders of the Governor Portfolio according to their respective
interests, and (iii) the dissolution of the Governor Portfolio as soon as
practicable after the closing (as referenced in Section 3, hereinafter called
the "Closing"), all upon and subject to the terms and conditions of this
Agreement hereinafter set forth.
AGREEMENT
In order to consummate the Plan of Reorganization and in consideration of
the premises and of the covenants and agreements hereinafter set forth, and
intending to be legally bound, the parties hereto covenant and agree as follows:
1. SALE AND TRANSFER OF ASSETS AND LIABILITIES, LIQUIDATION AND
DISSOLUTION OF THE GOVERNOR PORTFOLIO
(a) Subject to the terms and conditions of this Agreement, and in reliance
on the representations and warranties of the Trust herein contained, and in
consideration of the delivery by the Trust of the number of its Class A Shares
of beneficial interest of the Vision Portfolio hereinafter provided, the
Governor Funds, on behalf of the Governor Portfolio, agrees that it will sell,
convey, transfer and deliver to the Trust on behalf of the Vision Portfolio at
the Closing provided for in Section 3 all of the liabilities, debts, obligations
and duties of any nature, whether accrued, absolute, contingent or otherwise
("Liabilities") and the assets of the Governor Portfolio as of the close of
business on the closing date (as referenced in Section 3, hereinafter called the
"Closing Date"), free and clear of all liens, encumbrances, and claims
whatsoever (other than shareholders' rights of redemption and such restrictions
as might arise under the Securities Act of 1933, as amended (the "1933 Act"),
with respect to privately placed or otherwise restricted securities that the
Governor Portfolio may have acquired in the ordinary course of business), except
for cash, bank deposits, or cash equivalent securities in an estimated amount
necessary (1) to discharge all of the Governor Portfolio's Liabilities on its
books at the close of business on the Closing Date, including, but not limited
to, its income dividends and capital gains distributions, if any, payable for
any period prior to, and through, the close of business on the Closing Date, and
excluding those liabilities and obligations that would otherwise be discharged
at a later date in the ordinary course of business, and (2) to pay such
contingent liabilities as the trustees of the Governor Funds shall reasonably
deem to exist against the Governor Portfolio, if any, at the close of business
on the Closing Date, for which contingent and other appropriate liability
reserves shall be established on the books of the Governor Portfolio
(hereinafter "Net Assets"). The Governor Funds, on behalf of the Governor
Portfolio, shall also retain any and all rights that it may have over and
against any person that may have accrued up to and including the close of
business on the Closing Date. The Governor Funds agree to use commercially
reasonable best efforts to identify all Liabilities prior to the Closing Date
and to discharge all known Liabilities on or prior to the Closing Date.
(b) Subject to the terms and conditions of this Agreement, and in reliance
on the representations and warranties of the Governor Funds herein contained,
and in consideration of such sale, conveyance, transfer, and delivery, the Trust
agrees at the Closing to assume the Liabilities and to deliver to the Governor
Portfolio the number of Class A Shares of beneficial interest of the Vision
Portfolio, no par value, determined by dividing the net asset value per share of
beneficial interest of the Investor shares ("Investor Shares") of the Governor
Portfolio as of the close of business on the Closing Date by the net asset value
per share of beneficial interest of the Class A Shares of the Vision Portfolio
as of the close of business on the Closing Date, which net asset value per share
shall be identical to that determined to be the net asset value per share of the
Investor Shares of the Governor Portfolio as of the close of business on the
Closing Date, and multiplying the result by the number of outstanding shares of
the Investor Shares of the Governor Portfolio as of the close of business on the
Closing Date. All such values shall be determined in the manner and as of the
time set forth in Section 2 hereof.
(c) As soon as practicable following the Closing, the Governor Portfolio
shall dissolve and distribute pro rata to its shareholders of record as of the
close of business on the Closing Date the Class A Shares of beneficial interest
of the Vision Portfolio received by the Governor Portfolio pursuant to this
Section 1. Such dissolution and distribution shall be accomplished by the
establishment of accounts on the share records of the Vision Portfolio of the
type and in the amounts due such shareholders based on their respective holdings
of Investor Shares of the Governor Portfolio as of the close of business on the
Closing Date. Fractional shares of beneficial interest of the Class A Shares of
the Vision Portfolio shall be carried to the third decimal place. No
certificates representing Class A Shares of beneficial interest will be issued
to shareholders of the Investor Shares irrespective of whether such shareholders
hold their Investor Shares in certificated form.
(d) At the Closing, each shareholder of record of the Governor Portfolio as
of the record date (the "Distribution Record Date") with respect to any unpaid
dividends and other distributions that were declared prior to the Closing,
including any dividend or distribution declared pursuant to Section 9(f) hereof,
shall have the right to receive such unpaid dividends and distributions with
respect to the shares of the Governor Portfolio that such person had on such
Distribution Record Date.
2. VALUATION
(a) The value of the Governor Portfolio's Net Assets to be acquired by the
Vision Portfolio hereunder shall be computed as of the close of business (which
shall be deemed to be the close of the New York Stock Exchange, Inc. ("NYSE"))
on the Closing Date using the valuation procedures set forth in the Governor
Portfolio's currently effective prospectus and statement of additional
information.
(b) The net asset value of a share of beneficial interest of the Class A
Shares of the Vision Portfolio shall be identical to the net asset value per
share of the Investor Shares of the Governor Portfolio at the close of business
on the Closing Date, determined as set forth in subsection (c) of Section 2.
(c) The net asset value of a share of beneficial interest of the Investor
Shares of the Governor Portfolio shall be determined to the nearest full cent as
of the close of business (which shall be deemed to be the close of the NYSE) on
the Closing Date, using the valuation procedures as set forth in the Governor
Portfolio's currently effective prospectus and statement of additional
information.
3. CLOSING AND CLOSING DATE
The Closing Date shall be December 18, 2000, or such later date as the
parties may mutually agree in writing. The Closing shall take place at the
[principal office of the Trust, 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7010] at 9:00 a.m. Eastern Time on the first business day following the
Closing Date. Notwithstanding anything herein to the contrary, in the event that
on the Closing Date, (a) the NYSE shall be closed to trading or trading thereon
shall be restricted or (b) trading or the reporting of trading on such exchange
or elsewhere shall be disrupted so that, in the judgment of the Trust or
Governor Funds, accurate appraisal of the value of the net assets of the
Governor Portfolio or the Vision Portfolio is impracticable, the Closing Date
shall be postponed until the first business day after the day when trading shall
have been fully resumed without restriction or disruption, reporting shall have
been restored and accurate appraisal of the value of the net assets of the
Governor Portfolio and the Vision Portfolio is practicable in the judgment of
the Trust and Governor Funds. The Governor Funds shall have provided for
delivery as of the Closing of those Net Assets of the Governor Portfolio to be
transferred to the Trust's Custodian, State Street Bank and Trust Company, P.O.
Box 8609, Boston, Massachusetts 02266-8609. Also, the Governor Funds shall
deliver at the Closing a list of names and addresses of the shareholders of
record of the Investor Shares of the Governor Portfolio and the number of
Investor Shares of the Governor Portfolio owned by each such shareholder,
indicating thereon which such shares are represented by outstanding certificates
and which by book-entry accounts, all as of the close of business on the Closing
Date, certified by its transfer agent, or by its President to the best of their
knowledge and belief. The Trust shall issue and deliver a certificate or
certificates evidencing Class A Shares of the Vision Portfolio to be delivered
at the Closing to said transfer agent registered in such manner as the Governor
Funds may request, or provide evidence satisfactory to the Governor Funds that
such shares of beneficial interest of the Class A Shares of the Vision Portfolio
have been registered in an open account on the books of the Vision Portfolio in
such manner as the Governor Funds may request.
4. REPRESENTATIONS AND WARRANTIES BY THE GOVERNOR FUNDS
The Governor Funds represents and warrants to the Trust that:
(a) The Governor Funds is a business trust created under the laws of the
State of Delaware on September 3, 1998, and is validly existing and in good
standing under the laws of that state. The Governor Funds, of which the Governor
Portfolio is a [diversified/non-diversified] separate series, is duly registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end, management investment company. Such registration is in full force and
effect as of the date hereof and will be in full force and effect as of the
Closing and all of its shares sold have been sold pursuant to an effective
registration statement filed under the 1933 Act, except for any shares sold
pursuant to the private offering exemption for the purpose of raising the
required initial capital.
(b) The Governor Funds is authorized to issue an unlimited number of shares
of beneficial interest of the Governor Portfolio, par value $0.0001 per share.
Each outstanding Investor Share is duly and validly issued, fully paid,
non-assessable and has full voting rights and, except for any shares sold
pursuant to the private offering exemption for purposes of raising initial
capital, is fully transferable.
(c) The financial statements appearing in the Governor Funds' Annual Report
to Shareholders for the fiscal year ended June 30, 2000, audited by KPMG LLP,
copies of which have been delivered to the Trust, fairly present the financial
position of the Governor Funds and the Governor Portfolio as of the date
indicated, and the results of its operations for the period indicated, in
conformity with generally accepted accounting principles applied on a consistent
basis.
(d) The books and records of the Governor Portfolio made available to the
Trust and/or its counsel are true and correct in all material respects and
contain no material omissions with respect to the business and operations of the
Governor Portfolio.
(e) The Governor Funds has the necessary power and authority to conduct its
business as such business is now being conducted.
(f) The Governor Funds is not a party to or obligated under any provision
of its Agreement and Declaration of Trust, By-Laws, or any material contract or
any other material commitment or obligation, and is not subject to any order or
decree, which would be violated by its execution of or performance under this
Agreement and Plan of Reorganization.
(g) The Governor Funds is not under the jurisdiction of a Court in a Title
11 or similar case within the meaning of Section 368(a)(3)(A) of the Internal
Revenue Code of 1986, as amended (the "Code").
(h) The Governor Funds does not have any unamortized or unpaid
organizational fees or expenses.
(i) The Governor Portfolio satisfies, will at the Closing satisfy, and
consummation of the transactions contemplated by this Agreement will not cause
it to fail to satisfy, for any period, the requirements of Subchapter M of the
Code relating to qualification as a regulated investment company.
5. REPRESENTATIONS AND WARRANTIES BY THE TRUST
The Trust represents and warrants to the Governor Funds that:
(a) The Trust is a business trust created under the laws of the State of
Delaware on August 11, 2000, and is validly existing and in good standing under
the laws of that state. The Trust, of which the Vision Portfolio is a
[diversified/non-diversified] separate series, is duly registered under the 1940
Act, as an open-end, management investment company, such registration is in full
force and effect as of the date hereof or will be in full force and effect as of
the Closing and all of its shares sold have been sold pursuant to an effective
registration statement filed under the 1933 Act, except for any shares sold
pursuant to the private offering exemption for the purpose of raising the
initial capital.
(b) The Trust is authorized to issue an unlimited number of shares of
beneficial interest, without par value. Each outstanding share is fully paid,
non-assessable and has full voting rights and except for any shares sold
pursuant to the private offering exemption for purposes of raising initial
capital, is fully transferable. The Class A Shares of beneficial interest of the
Vision Portfolio to be issued pursuant to this Agreement will be fully paid,
non-assessable, fully transferable and have full voting rights.
(c) At the Closing, the Class A Shares of beneficial interest of the Vision
Portfolio will be eligible for offering to the public in those states of the
United States and jurisdictions in which the Investor Shares of the Governor
Portfolio are presently eligible for offering to the public, and there are a
sufficient number of such shares registered under the 1933 Act, to permit the
transfers contemplated by this Agreement to be consummated.
(d) The Trust has the necessary power and authority to conduct its business
as such business is now being conducted.
(e) The Trust is not a party to or obligated under any provision of its
Agreement and Declaration of Trust, By-laws, or any material contract or any
other material commitment or obligation, and is not subject to any order or
decree, which would be violated by its execution of or performance under this
Agreement.
(f) Neither the Trust nor the Vision Portfolio is under the jurisdiction of
a Court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A)
of the Code.
(g) The Trust does not have any unamortized or unpaid organizational fees
or expenses.
(h) The books and records of the Vision Portfolio made available to the
Governor Funds and/or its counsel are true and correct in all material respects
and contain no material omissions with respect to the business and operations of
the Vision Portfolio.
6. REPRESENTATIONS AND WARRANTIES BY THE GOVERNOR FUNDS AND THE TRUST
------------------------------------------------------------------
The Governor Funds and the Trust each represents and warrants to the
other that:
(a) The statement of assets and liabilities to be furnished by it as of the
close of business on the Closing Date for the purpose of determining the number
of Class A Shares of beneficial interest of the Vision Portfolio to be issued
pursuant to Section 1 of this Agreement will accurately reflect its Net Assets
in the case of the Governor Portfolio and its net assets in the case of the
Vision Portfolio, and outstanding shares of beneficial interest, as of such
date, in conformity with generally accepted accounting principles applied on a
consistent basis.
(b) At the Closing, it will have good and marketable title to all of the
securities and other assets shown on the statement of assets and liabilities
referred to in subsection (a) above, free and clear of all liens or encumbrances
of any nature whatsoever except such restrictions as might arise under the 1933
Act with respect to privately placed or otherwise restricted securities that it
may have acquired in the ordinary course of business and such imperfections of
title or encumbrances as do not materially detract from the value or use of the
assets subject thereto, or materially affect title thereto.
(c) There are no legal, administrative or other proceedings or
investigations against, or, to its knowledge threatened against, it which would
materially affect its financial condition or its ability to consummate the
transactions contemplated by this Agreement. It is not charged with or, to the
best of its knowledge, threatened with any violation or investigation of any
possible violation of any provisions of any federal, state or local law or
regulation or administrative ruling relating to any aspect of its business.
(d) There are no known actual or proposed deficiency assessments with
respect to any taxes payable by it.
(e) It has duly and timely filed all Tax (as defined below) returns and
reports (including information returns), which are required to be filed by it,
and all such returns and reports accurately state the amount of Tax owed for the
periods covered by the returns, or, in the case of information returns, the
amount and character of income required to be reported by it. It has paid or
made provision and properly accounted for all Taxes due or properly shown to be
due on such returns and reports. The amounts set up as provisions for Taxes in
its books and records as of the close of business on the Closing Date will, to
the extent required by generally accepted accounting principles, be sufficient
for the payment of all Taxes of any kind, whether accrued, due, absolute,
contingent or otherwise, which were or which may be payable by it for any
periods or fiscal years prior to or including the close of business on the
Closing Date, including all Taxes imposed before or after the close of business
on the Closing Date which are attributable to any such period or fiscal year. No
return filed by it is currently being audited by the Internal Revenue Service or
by any state or local taxing authority. As used in this Agreement, "Tax" or
"Taxes" means all federal, state, local and foreign (whether imposed by a
country or political subdivision or authority thereunder) income, gross
receipts, excise, sales, use, value added, employment, franchise, profits,
property, ad valorem or other taxes, stamp taxes and duties, fees, assessments
or charges, whether payable directly or by withholding, together with any
interest and any penalties, additions to tax or additional amounts imposed by
any taxing authority (foreign or domestic) with respect thereto. To its
knowledge, there are no levies, liens or encumbrances relating to Taxes
existing, threatened or pending with respect to its assets.
(f) It has full power and authority to enter into and perform its
obligations under this Agreement, subject with respect to the performance of its
obligations by the Governor Funds and the Governor Portfolio, to approval of its
shareholders. The execution, delivery and performance of this Agreement have
been duly and validly authorized, executed and delivered by it, and this
Agreement constitutes its legal, valid and binding obligation enforceable
against it in accordance with its terms, subject as to enforcement to the effect
of bankruptcy, insolvency, reorganization, arrangements among creditors,
moratorium, fraudulent transfer or conveyance, and other similar laws of general
applicability relating to or affecting creditor's rights and to general equity
principles.
(g) All information provided to the Governor Funds by the Trust and by the
Governor Funds to the Trust for inclusion in, or transmittal with, the Combined
Proxy Statement and Prospectus with respect to this Agreement and Plan of
Reorganization pursuant to which approval of the Governor Portfolio's
shareholders will be sought, shall not contain any untrue statement of a
material fact, or omit to state a material fact required to be stated in order
to make the statements made therein, in light of the circumstances under which
they were made, not misleading.
(h) No consent, approval, authorization or order of any court or
governmental authority, or of any other person or entity, is required for the
consummation of the transactions contemplated by this Agreement, except as may
be required by the 1933 Act, the Securities Exchange Act of 1934, as amended
(the "1934 Act"), the 1940 Act, or state securities laws or Delaware laws
(including, in the case of each of the foregoing, the rules and regulations
thereunder).
7. COVENANT OF THE TRUST
The Class A Shares to be issued and delivered to the Governor Portfolio
pursuant to the terms hereof shall have been duly authorized as of the Closing
and, when so issued and delivered, shall be registered under the 1933 Act, duly
and validly issued, and fully paid and non-assessable, and no shareholder of the
Vision Portfolio shall have any statutory or contractual preemptive right of
subscription or purchase in respect thereof.
8. COVENANTS OF THE GOVERNOR FUNDS AND THE TRUST
---------------------------------------------
(a) The Governor Funds and the Trust each covenant to operate their
respective businesses as presently conducted between the date hereof and the
Closing.
(b) The Governor Funds undertakes that it will not acquire the Class A
Shares of beneficial interest of the Vision Portfolio for the purpose of making
distributions thereof other than to the Governor Portfolio's shareholders.
(c) The Governor Funds and the Trust each agree that by the Closing, all of
its federal and other Tax returns and reports required by law to be filed on or
before such date shall have been filed and all federal and other Taxes shown as
due on said returns shall have either been paid or adequate liability reserves
shall have been provided for the payment of such Taxes.
(d) The Governor Funds will at the Closing provide the Trust with:
(1) A statement of the respective tax basis of all investments to be
transferred by the Governor Portfolio to the Vision Portfolio
certified by KPMG LLP.
(2) A copy of the shareholder ledger accounts for all the shareholders of
record of the Investor Shares of the Governor Portfolio as of the
close of business on the Closing Date, who are to become holders of
the Class A Shares of the Vision Portfolio as a result of the transfer
of assets which is the subject of this Agreement, certified by its
transfer agent or its President to the best of their knowledge and
belief.
(e) The Governor Funds agrees to mail to each shareholder of record of the
Investor Shares of the Governor Portfolio entitled to vote at the meeting of
shareholders at which action on this Agreement is to be considered, in
sufficient time to comply with requirements as to notice thereof, a Combined
Proxy Statement and Prospectus which complies in all material respects with the
applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the
1940 Act, and the rules and regulations, respectively, thereunder.
(f) The Trust will file with the United States Securities and Exchange
Commission (the "Commission") a Registration Statement on Form N-14 under the
1933 Act ("Registration Statement"), relating to the Class A Shares of
beneficial interest of the Vision Portfolio issuable hereunder, and will use its
best efforts to provide that such Registration Statement becomes effective as
promptly as practicable. At the time such Registration Statement becomes
effective, it (i) will comply in all material respects with the applicable
provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and
regulations promulgated thereunder; and (ii) will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading. At
the time the Registration Statement becomes effective, at the time of the
Governor Portfolio's shareholders' meeting, and at the Closing, the prospectus
and statement of additional information included in the Registration Statement
will not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(g) The Governor Funds and the Trust each shall supply to the other, at the
closing, the statement of assets and liabilities described in Section 6(a) of
this Agreement in conformity with the requirements described in such Section.
9. CONDITIONS PRECEDENT TO BE FULFILLED BY THE GOVERNOR FUNDS AND THE
TRUST
The obligations of the Governor Funds and the Trust to effectuate this
Agreement and the Plan of Reorganization hereunder shall be subject to the
following respective conditions:
(a) That (1) all the representations and warranties of the other party
contained herein shall be true and correct in all material respects as of the
Closing with the same effect as though made as of and at such date; (2) the
other party shall have performed all obligations required by this Agreement to
be performed by it at or prior to the Closing; and (3) the other party shall
have delivered to such party a certificate signed by the President and by the
Secretary or equivalent officer to the foregoing effect.
(b) That the other party shall have delivered to such party a copy of the
resolutions approving this Agreement adopted by the other party's Board of
Trustees, certified by the Secretary or equivalent officer.
(c) That the Commission shall not have issued an unfavorable advisory
report under Section 25(b) of the 1940 Act, nor instituted nor threatened to
institute any proceeding seeking to enjoin consummation of the reorganization
contemplated hereby under Section 25(c) of the 1940 Act, and no other legal,
administrative or other proceeding shall be instituted or threatened which would
materially affect the financial condition of either party or would prohibit the
transactions contemplated hereby.
(d) The reorganization of the Vision Group of Funds, Inc. with and into the
Trust shall have been completed no later than the Closing.
(e) That this Agreement and the Plan of Reorganization and the transactions
contemplated hereby shall have been approved by holders of at least a majority
of the Investor Shares of the Governor Portfolio voted at a special meeting to
be held no later than February 28, 2001 or other such date as the parties may
agree.
(f) That the Governor Portfolio shall have declared a distribution or
distributions prior to the Closing Date which, together with all previous
distributions, shall have the effect of distributing to its shareholders (i) all
of its ordinary income and all of its capital gain net income, if any, for the
period from the close of its last fiscal year to the close of business on the
Closing Date, and (ii) any undistributed ordinary income and capital gain net
income from any prior period. Capital gain net income has the meaning given such
term by Section 1222(9) of the Code.
(g) That prior to or at the Closing, the Governor Funds and the Trust shall
receive an opinion from Stradley, Ronon, Stevens & Young LLP, special counsel to
the Trust, to the effect that, provided the acquisition contemplated hereby is
carried out in accordance with this Agreement and in accordance with customary
representations provided by the Governor Funds and the Trust in certificates
delivered to special counsel to the Trust:
(1) The acquisition by the Vision Portfolio of all of the assets and the
assumption of the liabilities of the Governor Portfolio in exchange
for the Vision Portfolio shares will qualify as a reorganization
within the meaning of Section 368(a)(1)(F) of the Code, and the Vision
Portfolio and the Governor Portfolio will each be a "party to the
reorganization" within the meaning of Section 368(b) of the Code;
(2) No gain or loss will be recognized by the Governor Portfolio upon the
transfer of all of its assets to and the assumption of its liabilities
by the Vision Portfolio in exchange solely for shares of the Vision
Portfolio pursuant to Section 361(a) and Section 357(a) of the Code;
(3) No gain or loss will be recognized by the Vision Portfolio upon the
receipt by it of all of the assets and the assumption of the
liabilities of the Governor Portfolio in exchange solely for shares of
the Vision Portfolio pursuant to Section 1032(a) of the Code;
(4) The basis of the assets of the Governor Portfolio received by the
Vision Portfolio will be the same as the basis of such assets to the
Governor Portfolio immediately prior to the exchange pursuant to
Section 362(b) of the Code;
(5) The holding period of the assets of the Governor Portfolio received by
the Vision Portfolio will include the period during which such assets
were held by the Governor Portfolio pursuant to Section 1223(2) of the
Code;
(6) No gain or loss will be recognized by the shareholders of the Governor
Portfolio upon the exchange of their shares in the Governor Portfolio
for voting shares of the Vision Portfolio (including fractional shares
to which they may be entitled) pursuant to Section 354(a) of the Code;
(7) The basis of the Vision Portfolio's shares received by the Governor
Portfolio shareholders (including fractional shares to which they may
be entitled) will be the same as the basis of the shares of the
Governor Portfolio exchanged therefor pursuant to Section 358(a)(1) of
the Code;
(8) The holding period of the Vision Portfolio's shares received by the
Governor Portfolio's shareholders (including fractional shares to
which they may be entitled) will include the holding period of the
Governor Portfolio's shares surrendered in exchange therefor, provided
that the Governor Portfolio shares were held as a capital asset on the
date of the Reorganization pursuant to Section 1223(l) of the Code;
and
(9) The Vision Portfolio will succeed to and take into account as of the
date of the transfer (as defined in Section 1.381(b)-1(b) of the
Treasury Regulations) the items of the Governor Portfolio described in
Section 381(c) of the Code, subject to the conditions and limitations
specified in Sections 381(b) and (c), 382, 383 and 384 of the Code,
and the Treasury Regulations thereunder.
(h) That the Trust shall have received an opinion in form and substance
reasonably satisfactory to it from Drinker, Biddle & Reath LLP, counsel to the
Governor Funds, to the effect that, subject in all respects to the effects of
bankruptcy, insolvency, arrangement among creditors, moratorium, fraudulent
transfer or conveyance, and other similar laws of general applicability relating
to or affecting creditor's rights and to general equity principles:
(1) The Governor Funds was created as a business trust under the laws of
the State of Delaware on September 3, 1998, and is validly existing
and in good standing under the laws of the State of Delaware;
(2) The Governor Funds is authorized to issue an unlimited number of
shares of beneficial interest, par value $0.0001. Assuming that the
initial shares of beneficial interest of the Investor Shares of the
Governor Portfolio were issued in accordance with the 1940 Act, and
the Agreement and Declaration of Trust and By-Laws of the Governor
Funds, and that all other such outstanding shares of the Governor
Portfolio were sold, issued and paid for in accordance with the terms
of the Governor Portfolio's prospectus in effect at the time of such
sales, each such outstanding share is fully paid, non-assessable, and,
except for any shares sold pursuant to the private offering exemption
for purposes of raising initial capital, is fully transferable and has
full voting rights;
(3) The Governor Funds is an open-end, investment company of the
management type registered as such under the 1940 Act;
(4) Except as disclosed in the Governor Portfolio's currently effective
prospectus, such counsel does not know of any material suit, action,
or legal or administrative proceeding pending or threatened against
the Governor Funds, the unfavorable outcome of which would materially
and adversely affect the Governor Funds or the Governor Portfolio;
(5) To such counsel's knowledge, no consent, approval, authorization or
order of any court, governmental authority or agency is required for
the consummation by Governor Funds of the transactions contemplated by
this Agreement, except such as have been obtained under the 1933 Act,
the 1934 Act, the 1940 Act, and Delaware laws (including, in the case
of each of the foregoing, the rules and regulations thereunder) and
such as may be required under state securities laws;
(6) Neither the execution, delivery nor performance of this Agreement by
the Governor Funds violates any provision of its Agreement and
Declaration of Trust, its By-Laws, or the provisions of any agreement
or other instrument, known to such counsel to which the Governor Funds
is a party or by which the Governor Funds is otherwise bound; and
(7) This Agreement has been duly and validly authorized, executed and
delivered by the Governor Funds and represents the legal, valid and
binding obligation of the Governor Funds and is enforceable against
Governor Funds in accordance with its terms.
In giving the opinions set forth above, this counsel may state that it is
relying on certificates of the officers of the Governor Funds with regard to
matters of fact and certain certifications and written statements of
governmental officials with respect to the good standing of the Governor Funds.
(i) That the Governor Funds shall have received an opinion in form and
substance reasonably satisfactory to it from Stradley, Ronon, Stevens & Young
LLP, special counsel to the Trust, to the effect that, subject in all respects
to the effects of bankruptcy, insolvency: arrangement among creditors,
moratorium, fraudulent transfer or conveyance, and other similar laws of general
applicability relating to or affecting creditor's rights and to general equity
principles:
(1) The Trust was created as a business trust under the laws of the State
of Delaware on August 11, 2000, and is validly existing and in good
standing under the laws of the State of Delaware;
(2) The Trust is authorized to issue an unlimited number of shares of
beneficial interest, without par value. Assuming that the initial
Class A Shares of beneficial interest of the Vision Portfolio were
issued in accordance with the 1940 Act and the Trust's Agreement and
Declaration of Trust and By-laws, and that all other such outstanding
shares of the Vision Portfolio were sold, issued and paid for in
accordance with the terms of the Vision Portfolio's prospectus in
effect at the time of such sales, each such outstanding share is fully
paid, non-assessable, freely transferable and has full voting rights;
(3) The Trust is an open-end investment company of the management type
registered as such under the 1940 Act;
(4) Except as disclosed in the Vision Portfolio's currently effective
prospectus, such counsel does not know of any material suit, action,
or legal or administrative proceeding pending or threatened against
the Trust, the unfavorable outcome of which would materially and
adversely affect the Trust or the Vision Portfolio;
(5) The shares of beneficial interest of the Vision Portfolio to be issued
pursuant to the terms of this Agreement have been duly authorized and,
when issued and delivered as provided in this Agreement, will have
been validly issued and fully paid and will be non-assessable by the
Trust or the Vision Portfolio, and to such counsel's knowledge, no
shareholder has any preemptive right to subscription or purchase in
respect thereof;
(6) To such counsel's knowledge, no consent, approval, authorization or
order of any court, governmental authority or agency is required for
the consummation by the Trust of the transactions contemplated by this
Agreement, except such as have been obtained under the 1933 Act, the
1934 Act, the 1940 Act, and Delaware laws (including, in the case of
each of the foregoing, the rules and regulations thereunder and such
as may be required under state securities laws);
(7) Neither the execution, delivery nor performance of this Agreement by
the Trust violates any provision of its Agreement and Declaration of
Trust, its By-laws, or the provisions of any agreement or other
instrument, known to such counsel to which the Trust is a party or by
which the Trust is otherwise bound; and
(8) This Agreement has been duly and validly authorized, executed and
delivered by the Trust and represents the legal, valid and binding
obligation of the Trust and is enforceable against the Trust in
accordance with its terms.
In giving the opinions set forth above, this counsel may state that it is
relying on certificates of the officers of the Trust with regard to matters of
fact and certain certifications and written statements of governmental officials
with respect to the good standing of the Trust.
(j) That the Trust's Registration Statement with respect to the Class A
Shares of beneficial interest of the Vision Portfolio to be delivered to the
Governor Portfolio's shareholders in accordance with this Agreement shall have
become effective, and no stop order suspending the effectiveness of the
Registration Statement or any amendment or supplement thereto, shall have been
issued prior to the Closing or shall be in effect at the Closing, and no
proceedings for the issuance of such an order shall be pending or threatened on
that date.
(k) That the Class A Shares of beneficial interest of the Vision Portfolio
to be delivered hereunder shall be eligible for sale by the Trust with each
state commission or agency with which such eligibility is required in order to
permit the shares lawfully to be delivered to each Governor Portfolio
shareholder.
(l) That at the Closing, the Governor Funds transfers to the Vision
Portfolio aggregate Net Assets of the Governor Portfolio comprising at least 90%
in fair market value of the total net assets and 70% in fair market value of the
total gross assets recorded on the books of the Governor Portfolio on the
Closing Date.
(m) The Trust, the Governor Funds and Manufacturers and Traders Trust
Company shall have received an order from the Securities Exchange Commission
exempting the transactions contemplated by the Plan of Reorganization from
Section 17(a) of the 1940 Act.
(n) The Trust and Governor Portfolio shall have received reasonable
assurance that no claim for damages (liquidated or otherwise) will arise as a
result of the termination of the Governor Portfolio's service contracts at the
Closing.
(o) As of the Closing Date, the Trustees and officers of the Governor Funds
shall be covered by a trustee and officer liability insurance policy offering
coverage substantially comparable to that provided to such Trustees and officers
in such capacities by the Governor Funds as of the date hereof with respect to
errors or omissions for their service as such on or prior to the Closing Date,
such coverage to commence on the Closing Date and to terminate six years after
the Closing Date. In addition, as of the Closing Date, Manufacturers and Traders
Trust Company shall have agreed to provide or cause to be provided such waivers
of fees payable by, and/or reimbursements of expenses of, the Vision Portfolio
as set forth on Exhibit A hereto.
10. BROKERAGE FEES AND EXPENSES; OTHER AGREEMENTS
(a) The Governor Funds and the Trust each represents and warrants to the
other that there are no broker or finders' fees payable by it in connection with
the transactions provided for herein.
(b) The expenses of entering into and carrying out the provisions of this
Agreement, whether or not consummated, shall be borne exclusively by
Manufacturers and Traders Trust Company and not by the Trust or the Governor
Funds.
(c) Any other provision of this Agreement to the contrary notwithstanding,
any liability of the Governor Funds under this Agreement with respect to any
series of the Governor Funds, or in connection with the transactions
contemplated herein with respect to any series of the Governor Funds, shall be
discharged only out of the assets of that series of the Governor Funds, and no
other series of the Governor Funds shall be liable with respect thereto.
11. TERMINATION; WAIVER; ORDER
(a) Anything contained in this Agreement to the contrary notwithstanding,
this Agreement may be terminated and the Plan of Reorganization abandoned at any
time (whether before or after adoption thereof by the shareholders of the
Governor Portfolio) prior to the Closing as follows:
(1) by mutual consent of the Governor Funds and the Trust in writing;
(2) by the Trust if any condition precedent to its obligations set forth in
Section 9 has not been fulfilled or waived by the Trust in writing; or
(3) by the Governor Funds if any condition precedent to its obligations set
forth in Section 9 has not been fulfilled or waived by the Governor Funds in
writing.
An election by the Governor Funds or the Trust to terminate this Agreement
and to abandon the Plan of Reorganization shall be exercised, respectively, by
the Board of Trustees of the Governor Funds or the Board of Trustees of the
Trust.
(b) If the transactions contemplated by this Agreement have not been
consummated by March 31, 2001, this Agreement shall automatically terminate on
that date, unless a later date is agreed to in writing by both the Governor
Funds and the Trust.
(c) In the event of termination of this Agreement pursuant to the
provisions hereof, the same shall become void and have no further effect, and
there shall not be any liability on the part of either the Governor Funds or the
Trust or persons who are their trustees, officers, agents or shareholders in
respect of this Agreement.
(d) At any time prior to the Closing, any of the terms or conditions of
this Agreement may be waived by either the Governor Funds or the Trust,
respectively (whichever is entitled to the benefit thereof), by action taken by
the Board of Trustees of the Governor Funds or the Board of Trustees of the
Trust, if, in the judgment of the Board of Trustees of the Governor Funds or the
Board of Trustees of the Trust (as the case may be), such action or waiver will
not have a material adverse effect on the benefits intended under this Agreement
to the holders of shares of the Governor Portfolio or the Vision Portfolio, on
behalf of which such action is taken.
(e) The respective representations, warranties and covenants contained in
Sections 4-8 hereof shall expire with, and be terminated by, the consummation of
the Plan of Reorganization.
(f) If any order or orders of the Commission with respect to this Agreement
shall be issued prior to the Closing and shall impose any terms or conditions
which are determined by action of the Board of Trustees of the Governor Funds or
the Board Trustees of the Trust to be acceptable, such terms and conditions
shall be binding as if a part of this Agreement without further vote or approval
of the shareholders of the Governor Portfolio, unless such further vote is
required by applicable law or such terms and conditions shall result in a change
in the method of computing the number of Class A Shares of beneficial interest
of the Vision Portfolio to be issued to the Governor Portfolio in which event,
unless such terms and conditions shall have been included in the proxy
solicitation material furnished to the shareholders of the Governor Portfolio
prior to the meeting at which the transactions contemplated by this Agreement
shall have been approved, this Agreement shall not be consummated and shall
terminate unless the Governor Funds shall promptly call a special meeting of
shareholders of the Governor Portfolio at which such conditions so imposed shall
be submitted for approval.
12. INDEMNIFICATION BY THE TRUST AND THE VISION PORTFOLIO
-----------------------------------------------------
The Trust and the Vision Portfolio hereby agree to indemnify and hold the
Trustees of the Governor Funds (each an "Indemnified Party") harmless from all
loss, liability and expenses (including reasonable counsel fees and expenses in
connection with the contest of any claim) not covered by the insurance to be
provided to the Trustees of the Governor Funds as described in the first
sentence of Section 9(o) hereof, which any Indemnified Party may incur or
sustain by reason of the fact that (i) any representations or warranties made by
the Trust in Sections 5 or 7 hereof should prove false or erroneous in any
material respect, (ii) any covenant has been breached by the Trust or the Vision
Portfolio in any material respect, or (iii) any claim is made alleging that (a)
the Combined Proxy Statement and Prospectus delivered to the shareholders of the
Governor Portfolio in connection with this transaction or (b) the Registration
Statement on Form N-14 of which such Combined Proxy Statement and Prospectus
forms a part, included any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except insofar as such
claim is based on written information furnished to the Trust by the Governor
Funds, its investment adviser or distributor.
13. NOTICE OF CLAIM OF INDEMNIFICATION
In the event that any claim is made against any Indemnified Party in
respect of which indemnity may be sought by an Indemnified Party under Section
12 of this Agreement, the Indemnified Party seeking indemnification shall, with
reasonable promptness and before payment of such claim, give written notice of
such claim to the other party (the "Indemnifying Party"). If no objection as to
the validity of the claim is made in writing to the Indemnified Party by the
Indemnifying Party within thirty (30) days after giving notice hereunder, then,
the Indemnified Party may pay such claim and shall be entitled to reimbursement
therefor, pursuant to this Agreement. If, prior to the termination of such
thirty-day period, objection in writing as to the validity of such claim is made
to the Indemnified Party, the Indemnified Party shall withhold payment thereof
until the validity of the claim is established (i) to the satisfaction of the
Indemnifying Party, or (ii) by a final determination of a court of competent
jurisdiction, whereupon the Indemnified Party may pay such claim and shall be
entitled to reimbursement thereof, pursuant to this Agreement and Plan of
Reorganization, or (iii) with respect to any Tax claims, within seven (7)
calendar days following the earlier of (A) an agreement between the Governor
Funds and the Trust that an indemnity amount is payable, (B) an assessment of a
Tax by a taxing authority, or (C) a "determination" as defined in Section
1313(a) of the Code. For purposes of this Section 13, the term "assessment"
shall have the same meaning as used in Chapter 63 of the Code and Treasury
Regulations thereunder, or any comparable provision under the laws of the
appropriate taxing authority. In the event of any objection by the Indemnifying
Party, the Indemnifying Party shall promptly investigate the claim, and if it is
not satisfied with the validity thereof, the Indemnifying Party shall conduct
the defense against such claim. All costs and expenses incurred by the
Indemnifying Party in connection with such investigation and defense of such
claim shall be borne by it. These indemnification provisions are in addition to,
and not in limitation of, any other rights the parties may have under applicable
law.
14. FINAL TAX RETURNS AND FORMS 1099 OF THE GOVERNOR PORTFOLIO
(a) After the Closing, the Governor Funds shall or shall cause its agents
to prepare any federal, state or local Tax returns, including any Forms 1099,
required to be filed by the Governor Funds with respect to the Governor
Portfolio's final taxable year ending with its complete liquidation and for any
prior periods or taxable years and shall further cause such Tax returns and
Forms 1099 to be duly filed with the appropriate taxing authorities.
(b) Notwithstanding the provisions of Section 1 hereof, any expenses
incurred by the Governor Funds or the Governor Portfolio (other than for payment
of Taxes) in connection with the preparation and filing of said Tax returns and
Forms 1099 after the Closing, shall be borne by the Governor Portfolio to the
extent such expenses have been or should have been accrued by the Governor
Portfolio in the ordinary course without regard to the Plan of Reorganization
contemplated by this Agreement; any excess expenses shall be borne by a third
party other than the Trust or the Governor Funds or their respective series at
the time such Tax returns and Forms 1099 are prepared.
15. COOPERATION AND EXCHANGE OF INFORMATION
The Trust and the Governor Funds will provide each other and their
respective representatives with such cooperation and information as either of
them reasonably may request of the other in filing any Tax returns, amended
return or claim for refund, determining a liability for Taxes or a right to a
refund of Taxes or participating in or conducting any audit or other proceeding
in respect of Taxes. Such cooperation and information shall include providing
copies of relevant Tax returns or portions thereof, together with accompanying
schedules and related work papers and documents relating to rulings or other
determinations by taxing authorities. Each party shall make its employees and
officers available on a mutually convenient basis to provide explanations of any
documents or information provided hereunder to the extent, if any, that such
party's employees are familiar with such documents or information. Each party or
their respective agents will retain for a period of six (6) years following the
Closing Date all returns, schedules and work papers and all material records or
other documents relating to Tax matters of the Governor Portfolio and Vision
Portfolio for its taxable period first ending after the Closing Date and for all
prior taxable periods. Any information obtained under this Section 15 shall be
kept confidential except as may be otherwise necessary in connection with the
filing of returns or claims for refund.
16. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement embodies the entire Agreement between the parties and there
are no agreements, understandings, restrictions, or warranties between the
parties other than those set forth herein or herein provided for. This Agreement
may be amended only by mutual consent of the parties in writing. Neither this
Agreement nor any interest herein may be assigned without the prior written
consent of the other party.
17. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts together shall
constitute but one instrument.
18. NOTICES
Any notice, report, or demand required or permitted by any provision of
this Agreement shall be in writing and shall be deemed to have been given if
delivered or mailed, first class postage prepaid, addressed to the Governor
Funds at , Attention: , with copies to Michael P. Malloy, Drinker Biddle & Reath
LLP, One Logan Square, 18th and Cherry Streets, Philadelphia, Pennsylvania
19103-6996, or to the Trust, at 5800 Corporate Drive, Pittsburgh, PA 15237-7010,
Attention: Secretary as the case may be.
19. GOVERNING LAW
This Agreement shall be governed by and carried out in accordance with the
internal laws of the State of Delaware.
20. EFFECT OF FACSIMILE SIGNATURE.
-----------------------------
A facsimile signature of an authorized officer of a party hereto on this
Agreement and/or any transfer document shall have the same effect as if executed
in the original by such officer.
IN WITNESS WHEREOF, the Governor Funds and the Trust have each caused this
Agreement and Plan of Reorganization to be executed on its behalf by its duly
authorized officers, all as of the day and year first-above written.
GOVERNOR FUNDS, ON BEHALF OF THE [ ] FUND SERIES
Attest:
By: By:
------------ ------------
Title: Secretary Title:
------------
VISION GROUP OF FUNDS, ON BEHALF OF THE [ ] FUND SERIES
Attest:
By: By:
Title: Secretary Title:
MANUFACTURERS AND TRADERS
TRUST COMPANY (ONLY WITH RESPECT
TO THE COMMITMENT SET FORTH IN
SECTION 10(B) AND 14(B))
Attest:
By: By:
Title: Secretary Title:
B-2
GOVERNOR FUNDS
3435 Stelzer Road
Columbus, Ohio 43218
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF GOVERNOR FUNDS
Revoking any such prior appointments, the undersigned appoints Messrs.
Michael Gruenwald and Dave Buttke, and Ms. Sue Walters and (or, if only one
shall act, that one) proxies with power of substitution to vote all of the
shares of the U.S. TREASURY OBLIGATIONS MONEY MARKET FUND (the "Governor Fund"),
a series of shares of the Governor Funds, registered in the name of the
undersigned at the Special Meeting of Shareholders of the Governor Funds (the
"Special Meeting") to be held at the offices of the Governor Funds, 3435 Stelzer
Road, Columbus, Ohio 43218-3035, on December 13, 2000, at 2:00 p.m. (Eastern
time), and at any postponement or adjournment thereof.
The shares of beneficial interest represented by this Proxy will be voted
in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2 SET
FORTH BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
WHICH THE PROXIES WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION. Governor
Funds has proposed the Proposals. The Board of Trustees recommends voting FOR
Proposals 1 and 2.
1. PROPOSAL: To approve the Agreement and Plan of Reorganization (the
"Plan") between the Governor Funds, on behalf of the U.S. Treasury
Obligations Money Market Fund series (the "Governor Fund"), and the
Vision Group of Funds, on behalf of the Vision Treasury Money Market
Fund series ("Vision Fund"), whereby the Vision Fund would acquire all
or substantially all of the assets and liabilities of the Governor
Fund in exchange solely for the Vision Fund's shares, to be
distributed PRO RATA by the Governor Fund to the holders of its
shares, in complete liquidation of the Governor Fund.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
2. PROPOSAL: To approve a new investment advisory agreement between the
Governor Funds, on behalf of the Governor Fund, and Martindale Andres
& Company LLC.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
3. PROPOSAL: To grant the proxies the authority to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
GRANT_______ WITHHOLD _______ ABSTAIN _______
------- ------- -------
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered
by the Proxy being treated as if they were voted AGAINST the Proposal.) Receipt
is acknowledged of the Notice and Proxy Statement for the Special Meeting to be
held on December 13, 2000. PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
Authorized Signature Date
Printed Name (and Title if Applicable)
Authorized Signature (Joint Investor or Second Signatory) Date
Printed Name (and Title if Applicable)
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE TELEPHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
GOVERNOR FUNDS
3435 Stelzer Road
Columbus, Ohio 43218
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF GOVERNOR FUNDS
Revoking any such prior appointments, the undersigned appoints Messrs.
Michael Gruenwald and Dave Buttke, and Ms. Sue Walters and (or, if only one
shall act, that one) proxies with power of substitution to vote all of the
shares of the ESTABLISHED GROWTH FUND (the "Governor Fund"), a series of shares
of the Governor Funds, registered in the name of the undersigned at the Special
Meeting of Shareholders of the Governor Funds (the "Special Meeting") to be held
at the offices of the Governor Funds, 3435 Stelzer Road, Columbus, Ohio
43218-3035, on December 13, 2000, at 2:00 p.m. (Eastern time), and at any
postponement or adjournment thereof.
The shares of beneficial interest represented by this Proxy will be voted
in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2 SET
FORTH BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
WHICH THE PROXIES WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION. Governor
Funds has proposed the Proposals. The Board of Trustees recommends voting FOR
Proposals 1 and 2.
1. PROPOSAL: To approve the Agreement and Plan of Reorganization (the
"Plan") between the Governor Funds, on behalf of the Established
Growth Fund series (the "Governor Fund"), and the Vision Group of
Funds, on behalf of the Vision Large Cap Core Fund series ("Vision
Fund"), whereby the Vision Fund would acquire all or substantially all
of the assets and liabilities of the Governor Fund in exchange solely
for the Vision Fund's shares, to be distributed PRO RATA by the
Governor Fund to the holders of its shares, in complete liquidation of
the Governor Fund.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
2. PROPOSAL: To approve a new investment advisory agreement between the
Governor Funds, on behalf of the Governor Fund, and Martindale Andres
& Company LLC.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
3. PROPOSAL: To grant the proxies the authority to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
GRANT_______ WITHHOLD _______ ABSTAIN _______
------- ------- -------
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered
by the Proxy being treated as if they were voted AGAINST the Proposal.) Receipt
is acknowledged of the Notice and Proxy Statement for the Special Meeting to be
held on December 13, 2000. PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
Authorized Signature Date
Printed Name (and Title if Applicable)
Authorized Signature (Joint Investor or Second Signatory) Date
Printed Name (and Title if Applicable)
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE TELEPHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
GOVERNOR FUNDS
3435 Stelzer Road
Columbus, Ohio 43218
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF GOVERNOR FUNDS
Revoking any such prior appointments, the undersigned appoints Messrs.
Michael Gruenwald and Dave Buttke, and Ms. Sue Walters and (or, if only one
shall act, that one) proxies with power of substitution to vote all of the
shares of the PRIME MONEY MARKET FUND (the "Governor Fund"), a series of shares
of the Governor Funds, registered in the name of the undersigned at the Special
Meeting of Shareholders of the Governor Funds (the "Special Meeting") to be held
at the offices of the Governor Funds, 3435 Stelzer Road, Columbus, Ohio
43218-3035, on December 13, 2000, at 2:00 p.m. (Eastern time), and at any
postponement or adjournment thereof.
The shares of beneficial interest represented by this Proxy will be voted
in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2 SET
FORTH BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
WHICH THE PROXIES WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION. Governor
Funds has proposed the Proposals. The Board of Trustees recommends voting FOR
Proposals 1 and 2.
1. PROPOSAL: To approve the Agreement and Plan of Reorganization (the
"Plan") between the Governor Funds, on behalf of the Prime Money
Market Fund series (the "Governor Fund"), and the Vision Group of
Funds, on behalf of the Vision Institutional Prime Money Market Fund
series ("Vision Fund"), whereby the Vision Fund would acquire all or
substantially all of the assets and liabilities of the Governor Fund
in exchange solely for the Vision Fund's shares, to be distributed PRO
RATA by the Governor Fund to the holders of its shares, in complete
liquidation of the Governor Fund.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
2. PROPOSAL: To approve a new investment advisory agreement between the
Governor Funds, on behalf of the Governor Fund, and Martindale Andres
& Company LLC.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
3. PROPOSAL: To grant the proxies the authority to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
GRANT_______ WITHHOLD _______ ABSTAIN _______
------- ------- -------
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered by the
Proxy being treated as if they were voted AGAINST the Proposal.) Receipt is
acknowledged of the Notice and Proxy Statement for the Special Meeting to be
held on December 13, 2000. PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
Authorized Signature Date
Printed Name (and Title if Applicable)
Authorized Signature (Joint Investor or Second Signatory) Date
Printed Name (and Title if Applicable)
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE TELEPHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
GOVERNOR FUNDS
3435 Stelzer Road
Columbus, Ohio 43218
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF GOVERNOR FUNDS
Revoking any such prior appointments, the undersigned appoints
Messrs. Michael Gruenwald and Dave Buttke, and Ms. Sue Walters and (or, if only
one shall act, that one) proxies with power of substitution to vote all of the
shares of the AGGRESSIVE GROWTH FUND (the "Governor Fund"), a series of shares
of the Governor Funds, registered in the name of the undersigned at the Special
Meeting of Shareholders of the Governor Funds (the "Special Meeting") to be held
at the offices of the Governor Funds, 3435 Stelzer Road, Columbus, Ohio
43218-3035, on December 13, 2000, at 2:00 p.m. (Eastern time), and at any
postponement or adjournment thereof.
The shares of beneficial interest represented by this Proxy will be
voted in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2 SET
FORTH BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
WHICH THE PROXIES WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION. Governor
Funds has proposed the Proposals. The Board of Trustees recommends voting FOR
Proposals 1 and 2.
1. PROPOSAL: To approve the Agreement and Plan of Reorganization (the
"Plan") between the Governor Funds, on behalf of the Aggressive Growth
Fund series (the "Governor Fund"), and the Vision Group of Funds, on
behalf of the Vision Small Cap Stock Fund series ("Vision Fund"),
whereby the Vision Fund would acquire all or substantially all of the
assets and liabilities of the Governor Fund in exchange solely for the
Vision Fund's shares, to be distributed PRO RATA by the Governor Fund
to the holders of its shares, in complete liquidation of the Governor
Fund.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
2. PROPOSAL: To approve a new investment advisory agreement between the
Governor Funds, on behalf of the Governor Fund, and Martindale Andres
& Company LLC.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
3. PROPOSAL: To grant the proxies the authority to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
GRANT_______ WITHHOLD _______ ABSTAIN _______
------- ------- -------
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered by the
Proxy being treated as if they were voted AGAINST the Proposal.) Receipt is
acknowledged of the Notice and Proxy Statement for the Special Meeting to be
held on December 13, 2000. PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
Authorized Signature Date
Printed Name (and Title if Applicable)
Authorized Signature (Joint Investor or Second Signatory) Date
Printed Name (and Title if Applicable)
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE TELEPHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
GOVERNOR FUNDS
3435 Stelzer Road
Columbus, Ohio 43218
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF GOVERNOR FUNDS
Revoking any such prior appointments, the undersigned appoints
Messrs. Michael Gruenwald and Dave Buttke, and Ms. Sue Walters and (or, if only
one shall act, that one) proxies with power of substitution to vote all of the
shares of the INTERNATIONAL EQUITY FUND (the "Governor Fund"), a series of
shares of the Governor Funds, registered in the name of the undersigned at the
Special Meeting of Shareholders of the Governor Funds (the "Special Meeting") to
be held at the offices of the Governor Funds, 3435 Stelzer Road, Columbus, Ohio
43218-3035, on December 13, 2000, at 2:00 p.m. (Eastern time), and at any
postponement or adjournment thereof.
The shares of beneficial interest represented by this Proxy will be
voted in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1, 2 AND 3 SET
FORTH BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
WHICH THE PROXIES WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION. Governor
Funds has proposed the Proposals. The Board of Trustees recommends voting FOR
Proposals 1, 2 and 3.
1. PROPOSAL: To approve the Agreement and Plan of Reorganization (the
"Plan") between the Governor Funds, on behalf of the International
Equity Fund series (the "Governor Fund"), and the Vision Group of
Funds, on behalf of the Vision International Equity Fund series
("Vision Fund"), whereby the Vision Fund would acquire all or
substantially all of the assets and liabilities of the Governor Fund
in exchange solely for the Vision Fund's shares, to be distributed PRO
RATA by the Governor Fund to the holders of its shares, in complete
liquidation of the Governor Fund.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
2. PROPOSAL: To approve a new investment advisory agreement between the
Governor Funds, on behalf of the Governor Fund, and Martindale Andres
& Company LLC ("Martindale").
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
3. PROPOSAL: To approve a new investment sub-advisory agreement between
Martindale, with respect to the management of the International Equity
Fund, and Brinson Partners, Inc.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
4. PROPOSAL: To grant the proxies the authority to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
GRANT_______ WITHHOLD _______ ABSTAIN _______
------- ------- -------
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered by the
Proxy being treated as if they were voted AGAINST the Proposal.) Receipt is
acknowledged of the Notice and Proxy Statement for the Special Meeting to be
held on December 13, 2000. PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
Authorized Signature Date
Printed Name (and Title if Applicable)
Authorized Signature (Joint Investor or Second Signatory) Date
Printed Name (and Title if Applicable)
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE TELEPHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
GOVERNOR FUNDS
3435 Stelzer Road
Columbus, Ohio 43218
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF GOVERNOR FUNDS
Revoking any such prior appointments, the undersigned appoints Messrs.
Michael Gruenwald and Dave Buttke, and Ms. Sue Walters and (or, if only one
shall act, that one) proxies with power of substitution to vote all of the
shares of the INTERMEDIATE TERM INCOME FUND (the "Governor Fund"), a series of
shares of the Governor Funds, registered in the name of the undersigned at the
Special Meeting of Shareholders of the Governor Funds (the "Special Meeting") to
be held at the offices of the Governor Funds, 3435 Stelzer Road, Columbus, Ohio
43218-3035, on December 13, 2000, at 2:00 p.m. (Eastern time), and at any
postponement or adjournment thereof.
The shares of beneficial interest represented by this Proxy will be voted
in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2 SET
FORTH BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
WHICH THE PROXIES WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION. Governor
Funds has proposed the Proposals. The Board of Trustees recommends voting FOR
Proposals 1 and 2.
1. PROPOSAL: To approve the Agreement and Plan of Reorganization (the
"Plan") between the Governor Funds, on behalf of the Intermediate Term
Income Fund series (the "Governor Fund"), and the Vision Group of
Funds, on behalf of the Vision Intermediate Term Bond Fund series
("Vision Fund"), whereby the Vision Fund would acquire all or
substantially all of the assets and liabilities of the Governor Fund
in exchange solely for the Vision Fund's shares, to be distributed PRO
RATA by the Governor Fund to the holders of its shares, in complete
liquidation of the Governor Fund.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
2. PROPOSAL: To approve a new investment advisory agreement between the
Governor Funds, on behalf of the Governor Fund, and Martindale Andres
& Company LLC.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
3. PROPOSAL: To grant the proxies the authority to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
GRANT_______ WITHHOLD _______ ABSTAIN _______
------- ------- -------
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered
by the Proxy being treated as if they were voted AGAINST the Proposal.) Receipt
is acknowledged of the Notice and Proxy Statement for the Special Meeting to be
held on December 13, 2000. PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
Authorized Signature Date
Printed Name (and Title if Applicable)
Authorized Signature (Joint Investor or Second Signatory) Date
Printed Name (and Title if Applicable)
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE TELEPHONE BY CALLING
1-800-690-6903 OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
GOVERNOR FUNDS
3435 Stelzer Road
Columbus, Ohio 43218
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF GOVERNOR FUNDS
Revoking any such prior appointments, the undersigned appoints Messrs.
Michael Gruenwald and Dave Buttke, and Ms. Sue Walters and (or, if only one
shall act, that one) proxies with power of substitution to vote all of the
shares of the LIMITED DURATION GOVERNMENT SECURITIES FUND (the "Governor Fund"),
a series of shares of the Governor Funds, registered in the name of the
undersigned at the Special Meeting of Shareholders of the Governor Funds (the
"Special Meeting") to be held at the offices of the Governor Funds, 3435 Stelzer
Road, Columbus, Ohio 43218-3035, on December 13, 2000, at 2:00 p.m. (Eastern
time), and at any postponement or adjournment thereof.
The shares of beneficial interest represented by this Proxy will be voted
in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2 SET
FORTH BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
WHICH THE PROXIES WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION. Governor
Funds has proposed the Proposals. The Board of Trustees recommends voting FOR
Proposals 1 and 2.
1. PROPOSAL: To approve the Agreement and Plan of Reorganization (the
"Plan") between the Governor Funds, on behalf of the Limited Duration
Government Securities Fund series (the "Governor Fund"), and the
Vision Group of Funds, on behalf of the Vision Institutional Limited
Duration U.S. Government Fund series ("Vision Fund"), whereby the
Vision Fund would acquire all or substantially all of the assets and
liabilities of the Governor Fund in exchange solely for the Vision
Fund's shares, to be distributed PRO RATA by the Governor Fund to the
holders of its shares, in complete liquidation of the Governor Fund.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
2. PROPOSAL: To approve a new investment advisory agreement between the
Governor Funds, on behalf of the Governor Fund, and Martindale Andres
& Company LLC.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
3. PROPOSAL: To grant the proxies the authority to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
GRANT_______ WITHHOLD _______ ABSTAIN _______
------- ------- -------
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered by the
Proxy being treated as if they were voted AGAINST the Proposal.) Receipt is
acknowledged of the Notice and Proxy Statement for the Special Meeting to be
held on December 13, 2000. PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
Authorized Signature Date
Printed Name (and Title if Applicable)
Authorized Signature (Joint Investor or Second Signatory) Date
Printed Name (and Title if Applicable)
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE TELEPHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
GOVERNOR FUNDS
3435 Stelzer Road
Columbus, Ohio 43218
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF GOVERNOR FUNDS
Revoking any such prior appointments, the undersigned appoints Messrs.
Michael Gruenwald and Dave Buttke, and Ms. Sue Walters and (or, if only one
shall act, that one) proxies with power of substitution to vote all of the
shares of the PENNSYLVANIA MUNICIPAL BOND FUND (the "Governor Fund"), a series
of shares of the Governor Funds, registered in the name of the undersigned at
the Special Meeting of Shareholders of the Governor Funds (the "Special
Meeting") to be held at the offices of the Governor Funds, 3435 Stelzer Road,
Columbus, Ohio 43218-3035, on December 13, 2000, at 2:00 p.m. (Eastern time),
and at any postponement or adjournment thereof.
The shares of beneficial interest represented by this Proxy will be voted
in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2 SET
FORTH BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
WHICH THE PROXIES WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION. Governor
Funds has proposed the Proposals. The Board of Trustees recommends voting FOR
Proposals 1 and 2.
1. PROPOSAL: To approve the Agreement and Plan of Reorganization (the
"Plan") between the Governor Funds, on behalf of the Pennsylvania
Municipal Bond Fund series (the "Governor Fund"), and the Vision Group
of Funds, on behalf of the Vision Pennsylvania Municipal Income Fund
series ("Vision Fund"), whereby the Vision Fund would acquire all or
substantially all of the assets and liabilities of the Governor Fund
in exchange solely for the Vision Fund's shares, to be distributed PRO
RATA by the Governor Fund to the holders of its shares, in complete
liquidation of the Governor Fund.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
2. PROPOSAL: To approve a new investment advisory agreement between the
Governor Funds, on behalf of the Governor Fund, and Martindale Andres
& Company LLC.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
3. PROPOSAL: To grant the proxies the authority to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
GRANT_______ WITHHOLD _______ ABSTAIN _______
------- ------- -------
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered
by the Proxy being treated as if they were voted AGAINST the Proposal.) Receipt
is acknowledged of the Notice and Proxy Statement for the Special Meeting to be
held on December 13, 2000. PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
Authorized Signature Date
Printed Name (and Title if Applicable)
Authorized Signature (Joint Investor or Second Signatory) Date
Printed Name (and Title if Applicable)
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE TELEPHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
GOVERNOR FUNDS
3435 Stelzer Road
Columbus, Ohio 43218
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF GOVERNOR FUNDS
Revoking any such prior appointments, the undersigned appoints Messrs.
Michael Gruenwald and Dave Buttke, and Ms. Sue Walters and (or, if only one
shall act, that one) proxies with power of substitution to vote all of the
shares of the LIFESTYLE CONSERVATIVE GROWTH FUND (the "Governor Fund"), a series
of shares of the Governor Funds, registered in the name of the undersigned at
the Special Meeting of Shareholders of the Governor Funds (the "Special
Meeting") to be held at the offices of the Governor Funds, 3435 Stelzer Road,
Columbus, Ohio 43218-3035, on December 13, 2000, at 2:00 p.m. (Eastern time),
and at any postponement or adjournment thereof.
The shares of beneficial interest represented by this Proxy will be voted
in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2 SET
FORTH BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
WHICH THE PROXIES WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION. Governor
Funds has proposed the Proposals. The Board of Trustees recommends voting FOR
Proposals 1 and 2.
1. PROPOSAL: To approve the Agreement and Plan of Reorganization (the
"Plan") between the Governor Funds, on behalf of the Lifestyle
Conservative Growth Fund series (the "Governor Fund"), and the Vision
Group of Funds, on behalf of the Vision Managed Allocation Fund -
Conservative Growth series ("Vision Fund"), whereby the Vision Fund
would acquire all or substantially all of the assets and liabilities
of the Governor Fund in exchange solely for the Vision Fund's shares,
to be distributed PRO RATA by the Governor Fund to the holders of its
shares, in complete liquidation of the Governor Fund.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
2. PROPOSAL: To approve a new investment advisory agreement between the
Governor Funds, on behalf of the Governor Fund, and Martindale Andres
& Company LLC.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
3. PROPOSAL: To grant the proxies the authority to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
GRANT_______ WITHHOLD _______ ABSTAIN _______
------- ------- -------
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered by the
Proxy being treated as if they were voted AGAINST the Proposal.) Receipt is
acknowledged of the Notice and Proxy Statement for the Special Meeting to be
held on December 13, 2000. PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
Authorized Signature Date
Printed Name (and Title if Applicable)
Authorized Signature (Joint Investor or Second Signatory) Date
Printed Name (and Title if Applicable)
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE TELEPHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
GOVERNOR FUNDS
3435 Stelzer Road
Columbus, Ohio 43218
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF GOVERNOR FUNDS
Revoking any such prior appointments, the undersigned appoints Messrs.
Michael Gruenwald and Dave Buttke, and Ms. Sue Walters and (or, if only one
shall act, that one) proxies with power of substitution to vote all of the
shares of the LIFESTYLE MODERATE GROWTH FUND (the "Governor Fund"), a series of
shares of the Governor Funds, registered in the name of the undersigned at the
Special Meeting of Shareholders of the Governor Funds (the "Special Meeting") to
be held at the offices of the Governor Funds, 3435 Stelzer Road, Columbus, Ohio
43218-3035, on December 13, 2000, at 2:00 p.m. (Eastern time), and at any
postponement or adjournment thereof.
The shares of beneficial interest represented by this Proxy will be voted
in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2 SET
FORTH BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
WHICH THE PROXIES WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION. Governor
Funds has proposed the Proposals. The Board of Trustees recommends voting FOR
Proposals 1 and 2.
1. PROPOSAL: To approve the Agreement and Plan of Reorganization (the
"Plan") between the Governor Funds, on behalf of the Lifestyle
Moderate Growth Fund series (the "Governor Fund"), and the Vision
Group of Funds, on behalf of the Vision Managed Allocation Fund -
Moderate Growth series ("Vision Fund"), whereby the Vision Fund would
acquire all or substantially all of the assets and liabilities of the
Governor Fund in exchange solely for the Vision Fund's shares, to be
distributed PRO RATA by the Governor Fund to the holders of its
shares, in complete liquidation of the Governor Fund.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
2. PROPOSAL: To approve a new investment advisory agreement between the
Governor Funds, on behalf of the Governor Fund, and Martindale Andres
& Company LLC.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
3. PROPOSAL: To grant the proxies the authority to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
GRANT_______ WITHHOLD _______ ABSTAIN _______
------- ------- -------
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered
by the Proxy being treated as if they were voted AGAINST the Proposal.) Receipt
is acknowledged of the Notice and Proxy Statement for the Special Meeting to be
held on December 13, 2000. PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
Authorized Signature Date
Printed Name (and Title if Applicable)
Authorized Signature (Joint Investor or Second Signatory) Date
Printed Name (and Title if Applicable)
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE TELEPHONE BY CALLING
1-800-690-6903 OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
GOVERNOR FUNDS
3435 Stelzer Road
Columbus, Ohio 43218
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF GOVERNOR FUNDS
Revoking any such prior appointments, the undersigned appoints Messrs.
Michael Gruenwald and Dave Buttke, and Ms. Sue Walters and (or, if only one
shall act, that one) proxies with power of substitution to vote all of the
shares of the LIFESTYLE GROWTH FUND (the "Governor Fund"), a series of shares of
the Governor Funds, registered in the name of the undersigned at the Special
Meeting of Shareholders of the Governor Funds (the "Special Meeting") to be held
at the offices of the Governor Funds, 3435 Stelzer Road, Columbus, Ohio
43218-3035, on December 13, 2000, at 2:00 p.m. (Eastern time), and at any
postponement or adjournment thereof.
The shares of beneficial interest represented by this Proxy will be voted
in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2 SET
FORTH BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
WHICH THE PROXIES WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION. Governor
Funds has proposed the Proposals. The Board of Trustees recommends voting FOR
Proposals 1 and 2.
1. PROPOSAL: To approve the Agreement and Plan of Reorganization (the
"Plan") between the Governor Funds, on behalf of the Lifestyle Growth
Fund series (the "Governor Fund"), and the Vision Group of Funds, on
behalf of the Vision Managed Allocation Fund - Aggressive Growth
series ("Vision Fund"), whereby the Vision Fund would acquire all or
substantially all of the assets and liabilities of the Governor Fund
in exchange solely for the Vision Fund's shares, to be distributed PRO
RATA by the Governor Fund to the holders of its shares, in complete
liquidation of the Governor Fund.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
2. PROPOSAL: To approve a new investment advisory agreement between the
Governor Funds, on behalf of the Governor Fund, and Martindale Andres
& Company LLC.
FOR _______ AGAINST _______ ABSTAIN _______
------- ------- -------
3. PROPOSAL: To grant the proxies the authority to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
GRANT_______ WITHHOLD _______ ABSTAIN _______
------- ------- -------
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered
by the Proxy being treated as if they were voted AGAINST the Proposal.) Receipt
is acknowledged of the Notice and Proxy Statement for the Special Meeting to be
held on December 13, 2000. PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
Authorized Signature Date
Printed Name (and Title if Applicable)
Authorized Signature (Joint Investor or Second Signatory) Date
Printed Name (and Title if Applicable)
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE TELEPHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 13, 2000
VISION GROUP OF FUNDS
5800 CORPORATE DRIVE
PITTSBURGH, PA 15237-7000
1-800-341-7400
VISION INSTITUTIONAL LIMITED DURATION U.S. GOVERNMENT FUND
VISION PENNSYLVANIA MUNICIPAL INCOME FUND
CLASS A SHARES
VISION INSTITUTIONAL PRIME MONEY MARKET FUND
VISION SMALL CAP STOCK FUND
CLASS A SHARES
VISION INTERMEDIATE TERM BOND FUND
CLASS A SHARES
VISION INTERNATIONAL EQUITY FUND
CLASS A SHARES
VISION LARGE CAP CORE FUND
CLASS A SHARES
VISION MANAGED ALLOCATION FUND - AGGRESSIVE GROWTH
CLASS A SHARES
VISION MANAGED ALLOCATION FUND - CONSERVATIVE GROWTH
CLASS A SHARES
VISION MANAGED ALLOCATION FUND - MODERATE GROWTH
CLASS A SHARES
VISION TREASURY MONEY MARKET FUND
CLASS A SHARES
TO ACQUIRE THE ASSETS OF:
GOVERNOR FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43218
1-800-766-3960
This Statement of Additional Information relates specifically to the
reorganizations of certain mutual funds that are series of the Governor Funds
(each a "Governor Fund") into the above-referenced mutual funds that are series
of the Vision Group of Funds (each a "Vision Fund"). Pursuant to each
reorganization, each Vision Fund would acquire all or substantially all of the
assets and assume all of the liabilities of the Governor Fund that has
identical
or substantially similar investment objectives, and Vision Fund shares would be
distributed PRO RATA by the Governor Fund to the holders of its shares, in
complete liquidation of the Governor Fund. For the name of the Vision Fund into
which your Governor Fund would be reorganized, see the "Summary - About the
Proposed Reorganization" in the Prospectus/Proxy Statement dated November 13,
2000.
This Statement of Additional Information dated November 13, 2000 is not a
prospectus. A Prospectus/Proxy Statement dated November 13, 2000, related to the
above-referenced matter may be obtained from the Vision Group of Funds at the
address and telephone number shown above. This Statement of Additional
Information should be read in conjunction with such Prospectus/Proxy Statement.
This Statement of Additional Information consists of the following
described documents, each of which is incorporated by reference herein:
1. Statement of Additional Information of U.S. Treasury Obligations Money
Market Fund, Established Growth Fund, Prime Money Market Fund, Aggressive
Growth Fund, International Equity Fund, Intermediate Term Income Fund,
Limited Duration Government Securities Fund, Pennsylvania Municipal Bond
Fund, Lifestyle Conservative Growth Fund, Lifestyle Moderate Growth Fund,
and Lifestyle Growth Fund, each a series of Governor Funds, dated October
30, 2000, included in Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A of Governor Funds (1933 Act File No. 333-65213 and
1940 Act File No. 811-9029), previously filed on EDGAR, Accession Number
0000950152-00-001223.
2. Statements of Additional Information of Vision Institutional Prime Money
Market Fund, Vision Institutional Limited Duration U.S. Government Fund,
Vision Treasury Money Market Fund, Vision Large Cap Core Fund, Vision
Intermediate Term Bond Fund, Vision Pennsylvania Municipal Income Fund,
Vision Managed Allocation Fund - Conservative Growth, Vision Managed
Allocation Fund - Moderate Growth, Vision Managed Allocation Fund -
Aggressive Growth, Vision Small Cap Stock Fund, and Vision International
Equity Fund, each a series of Vision Group of Funds dated November 8, 2000,
included in Post-Effective Amendment No. 45 to the Registration Statement
on Form N-1A of Vision Group of Funds (1933 Act File No. 33-20673 and 1940
Act File No. 5514) previously filed on EDGAR, Accession Number
0000830744-00-000021.
3. The audited financial statements of U.S. Treasury Obligations Money Market
Fund, Established Growth Fund, Prime Money Market Fund, Aggressive Growth
Fund, International Equity Fund, Intermediate Term Income Fund, Limited
Duration Government Securities Fund, Pennsylvania Municipal Bond Fund,
Lifestyle Conservative Growth Fund, Lifestyle Moderate Growth Fund, and
Lifestyle Growth Fund, each a series of the Governor Funds, and
accompanying audit report of KPMG LLP, included in the Annual Report to
Shareholders of the Governor Funds for the fiscal year ended June 30, 2000,
previously filed on EDGAR, Accession Number 0000950152-00-006371.
4. The audited financial statements of Vision Treasury Money Market Fund, a
series of Vision Group of Funds, included in the Annual Report to
Shareholders of Vision Group of Funds, Inc. (predecessor to the Vision
Group of Funds) for the fiscal year ended April 30, 2000, previously filed
on EDGAR, Accession Number 0000830744-00-000011.
No Pro Forma Financial Statements are provided for any of the proposed
reorganized Funds because of the following reasons:
o Aggressive Growth Fund (Acquired Fund) is to be acquired by Vision Small
Cap Stock Fund, which is a shell fund requiring no pro forma financial
statements.
o Established Growth Fund (Acquired Fund) is to be acquired by Vision Large
Cap Core Fund, which is a shell fund requiring no pro forma financial
statements.
o Intermediate Term Income Fund (Acquired Fund) is to be acquired by Vision
Intermediate Term Bond Fund, which is a shell fund requiring no pro forma
financial statements.
o International Equity Fund (Acquired Fund) is to is to be acquired by Vision
International Equity Fund, which is a shell fund requiring no pro forma
financial statements.
o Lifestyle Conservative Growth Fund (Acquired Fund) is to be acquired by
Vision Managed Allocation Fund - Conservative Growth, which is a shell fund
requiring no pro forma financial statements.
o Lifestyle Growth Fund (Acquired Fund) is to be acquired by Vision Managed
Allocation Fund - Aggressive Growth, which is a shell fund requiring no pro
forma financial statements.
o Lifestyle Moderate Growth Fund (Acquired Fund) is to be acquired by Vision
Managed Allocation Fund - Moderate Growth, which is a shell fund requiring
no pro forma financial statements.
o Limited Duration Government Securities Fund (Acquired Fund) is to be
acquired by Vision Institutional Limited Duration U.S. Government Fund,
which is a shell fund requiring no pro forma financial statements.
o Pennsylvania Municipal Bond Fund (Acquired Fund) is to be acquired by
Vision Pennsylvania Municipal Income Fund, which is a shell fund requiring
no pro forma financial statements.
o Prime Money Market Fund (Acquired Fund) is to be acquired by Vision
Institutional Prime Money Market Fund, which is a shell fund requiring no
pro forma financial Statements.
o U.S. Treasury Obligation Money Market Fund (Acquired Fund) has assets that
total less than 10% of the total assets of the Vision Treasury Money Market
Fund (Acquiring Fund).
