VISION GROUP OF FUNDS INC, 485APOS, 2000-02-29

VISION GROUP OF FUNDS INC
485APOS, 2000-02-29

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1933 Act File No. 33-20673
1940 Act File No. 811-5514

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No. ....................
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Post-Effective Amendment No. 40 ........................ X
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and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 41 ....................................... X
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VISION GROUP OF FUNDS, INC.

(Exact Name of Registrant as Specified in Charter)

5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010
(Address of Principal Executive Offices)

(412) 288-1900

(Registrant's Telephone Number)

Victor R. Siclari, Esquire,
Federated Investors Tower,

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222-3779

(Name and Address of Agent for Service)
(Notices should be sent to the Agent for Service)

It is proposed that this filing will become effective:

__ immediately upon filing pursuant to paragraph (b) _ on _______________
pursuant to paragraph (b) X 60 days after filing pursuant to paragraph (a) (i)
on ________________ pursuant to paragraph (a) (i) _ 75 days after filing
pursuant to paragraph (a)(ii) on _________________ pursuant to paragraph (a)(ii)
of Rule 485.

If appropriate, check the following box:

This post-effective amendment designates a new effective date for a previously
filed post-effective amendment.

Copy to:

Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037

PROSPECTUS

VISION LARGE CAP GROWTH FUND

(a portfolio of Vision Group of Funds, Inc.)

CLASS A SHARES
CLASS B SHARES

Mutual fund shares are not bank deposits, not FDIC insured, not guaranteed and
may lose value.

As with all mutual funds, the Securities and Exchange Commission (SEC) has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

CONTENTS

Fund Goals, Strategies, Risks and Performance 1
What are the Fund's Fees and Expenses? 8
What are the Equity Fund's Investment Strategies? 10
What are the Fund's Main Investments and Investment Techniques? 11
Specific Risks of Investing in the Fund 13
What do Shares Cost? 15
How is the Fund Sold? 17
How to Purchase Shares 18
How to Redeem Shares 19
How to Exchange Shares 20
Account and Share Information 21
Who Manages the Fund? 22
Financial Information 23

MARCH 13, 2000

This Prospectus of the Vision Group of Funds, Inc. (the "Corporation") offers
Class A and Class B Shares of Vision Large Cap Growth Fund. The Corporation also
offers other portfolios under a SEPARATE prospectus, each advised by the
investment professionals at Manufacturers and Traders Trust Company ("M&T Bank"
or "Adviser") including:

EQUITY FUNDS

o Vision Large Cap Value Fund

o Vision Mid Cap Stock Fund

INCOME FUNDS

o Vision U.S. Government Securities Fund

o Vision New York Municipal Income Fund

MONEY MARKET FUNDS

o Vision Treasury Money Market Fund

o Vision Money Market Fund

O Vision New York Tax-Free Money Market Fund

For more information on the Corporation's other portfolios (collectively with
the Fund, the "Vision Funds"), please call M&T Bank's Mutual Fund Services at
1-800-836-2211 (in the Buffalo area call 716-635-9368).

The following describes the investment goal (objective), strategies and
principal risks of the Fund. There can be no assurance that the Fund will
achieve its goal. However, the Fund endeavors to do so by following the
strategies and policies described in this prospectus.

FUND GOAL, STRATEGY, RISKS AND PERFORMANCE

GOAL

To provide capital appreciation.

STRATEGY

Montag & Caldwell, Inc., the Fund's sub-adviser, uses a bottom-up approach to
selecting growth-oriented stocks. The Fund seeks to invest in high-quality, well
established large-cap companies that:

o have a strong history of earnings growth;

o are attractively priced, relative to the company's potential for
above-average, long-term earnings and revenue growth;

o have strong balance sheets;

o have a sustainable competitive advantage;

o are currently, or have the potential to become industry leaders; and

o have the potential to outperform during market downturns.

FUND RISKS

As with any investment, the Fund's Shares are subject to certain risks. The
Fund's Shares are not deposits or obligations of M&T Bank (Adviser), are not
endorsed or guaranteed by M&T Bank, and are not insured or guaranteed by the
U.S. government, the FDIC, the Federal Reserve Board, or any other government
agency. In addition, the Fund is subject to:

o STOCK MARKET RISKS, which are the risks posed by the fact that the value of
equity securities in which the Fund invests rise and fall.

o RISKS RELATING TO INVESTING FOR GROWTH, which are risks associated with
investing in growth-oriented stocks, which are typically more volatile than
value stocks because of their relatively high valuations.

PERFORMANCE

The SEC does not permit us to provide a performance bar chart and total returns
for the Fund since this Fund does not yet have a full calendar year of
performance.

WHAT ARE THE FUND'S FEES AND EXPENSES?

VISION LARGE CAP GROWTH FUND

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Class A and Class B Shares of the Fund.

CLASS CLASS
A B
SHARES SHARES

SHAREHOLDER FEES

FEES PAID DIRECTLY FROM YOUR INVESTMENT
<S> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of 5.50% None
offering price)
Maximum Deferred Sales Charge (Load) (as a percentage of original None 5.00%
purchase price or redemption proceeds, as applicable)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other None None
Distributions) (as a percentage of offering price).
Redemption Fee (as a percentage of amount redeemed, if applicable) None None
Exchange Fee None None

ANNUAL FUND OPERATING EXPENSES (Before Waiver)1
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS (AS A PERCENTAGE OF
PROJECTED AVERAGE NET ASSETS)
Management Fee 2 0.85% 0.85%
Distribution (12b-1) Fee 3 0.25% 0.75%
Shareholder Services Fee 4 0.25% 0.25%
Other Expenses 5 3.28% 3.28%
Total Annual Fund Operating Expenses 4.63% 5.13%
1 Although not contractually obligated to do so, the adviser,
distributor, shareholder services provider and administrator expect to waive
certain amounts. These are shown below along with the net expenses the Fund
expects to ACTUALLY PAY for the fiscal year ending April 30, 2000.

Total Waiver of Fund Expenses 1.48% 0.98%
Total Actual Annual Operating Expenses (after waiver) 3.15% 4.15%

</TABLE>

2The Adviser expects to voluntarily waive the management fee. The Adviser can
terminate this anticipated voluntary waiver at any time. The management fee
paid by the Fund (after the anticipated voluntary waiver) is expected to be
0.00% for the fiscal year ending April 30, 2000.

3The Fund's Class A Shares do not expect to pay or accrue the distribution
(12b-1) fee during the fiscal year ending April 30, 2000. If the Fund's Class A
Shares were accruing or paying the distribution (12b-1) fee, they would be able
to pay up to 0.25% of the Fund's Class A Shares average daily net assets. See
"How is the Vision Fund Sold?"

4The Fund's Class A Shares do not expect to pay or accrue the shareholder
services fee during the fiscal year ending April 30, 2000. If the Fund's Class
A Shares were accruing or paying the shareholder services fee they would be
able to pay up to 0.25% of the Fund's Class A Shares average daily net assets.
See "How is the Vision Fund Sold?"

5The administrator expects to voluntarily waive certain operating expenses. The
administrator can terminate this anticipated voluntary waiver at any time.
Total other expenses, paid by the Fund, (after the anticipated voluntary
waiver) are expected to be 3.15% for the fiscal year ending April 30, 2000.

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the Fund's Shares with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund's Shares for the time
periods indicated and then redeem all of your shares at the end of those
periods. Expenses assuming no redemption are shown for Class B Shares. The
Example also assumes that your investment has a 5% return each year and that the
Fund's Shares operating expenses are BEFORE WAIVERS as shown in the table and
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

SHARE CLASS

1 YEAR 3 YEARS

CLASS A SHARES $ 988$ 1,870
CLASS B SHARES

Expenses assuming redemption $ 1,013$ 1,836
Expenses assuming no redemption $ 513$ 1,536

MORE INFORMATION ON THE FUND'S STRATEGIES

The Fund pursues its goal by investing in a diversified portfolio of equity
securities (primarily common stocks) of the largest growth-oriented companies
traded in the U.S. stock markets. It is expected that the Fund, as a whole, will
have the overall portfolio characteristics that define it as "large cap growth."
Large capitalization companies have a market capitalization of $10 billion or
more at the time of investment. The Fund may also invest, to a lesser extent, in
mid-cap or small-cap companies which are generally companies with a market
capitalization under $10 billion.

Montag & Caldwell's strategy for the Fund is "growth at a price," a strategy
that simply means the Fund invests in stocks of companies with long-term
earnings growth potential but which are currently selling at a discount to their
estimated true long-term value.

Growth stocks, in general, tend to be highly valued relative to their current
earnings. These companies may 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 which may be worth
more in the future. Montag & Caldwell (Subadviser) will attempt to identify
similar stocks which, for whatever reason, are currently out of favor and
selling at a discount to their fair value as defined by their disciplines. The
Subadviser summarizes this strategy as buying the right company at the right
price at the right time.

The Subadviser follows an "add or delete" strategy when determining when to sell
a stock. Basically, this means that a stock whose earnings fall short of
expectations will be sold (i.e., "deleted") if the Subadviser determines it is
not willing to "add" to the Fund's current position. Fund portfolio securities
are also cut back or sold entirely once the Subadviser determines they have
become overvalued - typically companies which have met or exceeded expectations
and whose prices have risen commensurately.

Under normal market conditions, the Fund intends to invest at least 65% of the
value of its total assets in large-cap equity securities that are expected to
produce growth or capital appreciation. The Fund will also consider to a lesser
extent whether the securities offer the opportunity for current income.

WHAT ARE THE FUND'S MAIN INVESTMENTS AND INVESTMENT TECHNIQUES?

EQUITY SECURITIES

Equity securities represent a share of an issuer's earnings and assets, after
the issuer pays its liabilities. The Fund cannot predict the income they will
receive from equity securities because issuers generally have discretion as to
the payment of any dividends or distributions. However, equity securities offer
greater potential for appreciation than many other types of securities, because
their value increases directly with the value of the issuer's business. The
following describes the principal types of equity securities in which the Fund
invests.

COMMON STOCKS

Common stocks are the most prevalent type of equity security. Common stocks
receive the issuer's earnings after the issuer pays its creditors and any
preferred stockholders. As a result, changes in an issuer's earnings directly
influence the value of its common stock.

PREFERRED STOCKS

Preferred stocks have the right to receive specified dividends or distributions
before the issuer makes payments on its common stock. Some preferred stocks also
participate in dividends and distributions paid on common stock. Preferred
stocks may also permit the issuer to redeem the stock. The Funds may also treat
such redeemable preferred stock as a fixed income security.

PORTFOLIO TURNOVER

The Fund actively trades its portfolio securities in an attempt to achieve its
investment objective. Active trading will cause the Fund to have an increased
portfolio turnover rate, which is likely to generate shorter-term gains (losses)
for its shareholders, which are taxed at a higher rate than longer-term gains
(losses). Actively trading portfolio securities increases the Fund's trading
costs and may have an adverse impact on the Fund's performance. The Fund does
not anticipate exceeding a portfolio turnover rate of 100%.

SPECIFIC RISKS OF INVESTING IN THE FUND

STOCK MARKET RISKS

The value of equity securities in the Fund's portfolio will rise and fall. These
fluctuations could be a sustained trend or a drastic movement. The Fund's
portfolio will reflect changes in prices of individual portfolio stocks or
general changes in stock valuations. Consequently, the Fund's share price may
decline.

The Subadviser attempts to manage market risk by limiting the amount the Fund
invests in each company's equity securities. However, diversification will not
protect the Fund against widespread or prolonged declines in the stock market.

RISKS RELATED TO INVESTING FOR GROWTH

Due to their relatively high valuations, growth stocks are typically more
volatile than value stocks. For instance, the price of a growth stock may
experience a larger decline on a forecast of lower earnings, a negative
fundamental development, or an adverse market development. 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.

WHAT DO SHARES COST?

You can purchase, redeem, or exchange Shares any day the New York Stock Exchange
(NYSE) is open. Purchases and redemptions by wire will not be available on days
the Federal Reserve wire system is closed. The Fund offers two classes of
shares, Class A Shares and Class B Shares. The differences between the two
relate to the timing and amount of asset based sales charge an investor bears
directly or indirectly as a shareholder. When the Fund receives your transaction
request in proper form (as described in the prospectus), it is processed at the
next calculated net asset value (NAV) plus any applicable front-end sales charge
(public offering price).

The value of the Fund's Shares is generally determined based upon the market
value of portfolio securities. However, the Fund's Board may determine in good
faith that another method of valuing investments is necessary to appraise their
fair market value. If the Fund owns foreign securities that trade in foreign
markets on days the NYSE is closed, the value of a Fund's assets may change on
days you cannot purchase, redeem or exchange Shares.

NAV for the Fund is determined at the end of regular trading (normally 4:00 p.m.
Eastern time) each day the NYSE is open.

The Fund's current NAV and/or public offering price may be found in the mutual
funds section of certain local newspapers under "Vision Funds."

The minimum initial investment in the Fund is $500 unless the investment is in a
retirement plan or an IRA account, in which case the minimum initial investment
is $250. Subsequent investments must be in amounts of at least $25.

The minimum initial and subsequent investment amounts 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 all of the Vision Funds.

The maximum front-end sales charge that you will pay on an investment in Class A
Shares is 5.50% The maximum contingent deferred sales charge you will pay (at
the time of redemption) on Class B Shares is 5.00%. Keep in mind that investment
professionals may charge you additional fees for their services in connection
with your Share transactions.

SALES CHARGE WHEN YOU PURCHASE--CLASS A SHARES

Class A Shares of the Fund are sold at their NAV next determined after an order
is received, plus a sales charge as follows:

Purchase Amount Sales Charge Sales Charge
as a Percentage as a Percentage
of Public Offering of NAV
Price

Less than $50,000 5.50% 5.82%
$50,000 but less than $100,000 4.25% 4.44%
$100,000 but less than $250,000 3.25% 3.36%
$250,000 but less than $500,000 2.25% 2.30%
$500,000 but less than $1 million 2.00% 2.04%
$1 million or greater 0.00% 0.00%

THE SALES CHARGE AT PURCHASE MAY BE REDUCED BY:

(gamma) . purchasing Shares in greater quantities to reduce the applicable sales
(gamma) charge;

(gamma) . combining concurrent purchases of Shares: -- by you, your spouse, and
your children under age 21; or -- of the same share class of two or more
Vision Funds (other than money market funds);

(gamma) . accumulating purchases (in calculating the sales charge on an
additional purchase, include the current value of previous Share purchases
still invested in the Fund); or (gamma) . signing a letter of intent to
purchase a specific dollar amount of Shares within 13 months (call your
investment professional or the Fund for more information).

THE SALES CHARGE MAY BE ELIMINATED WHEN YOU PURCHASE SHARES:

(gamma) . within 90 days of redeeming Shares of an equal or lesser amount of the
redemption;

(gamma) . within 60 days of redeeming shares of any other mutual fund which was
sold with a sales charge or commission or fixed or variable rate annuities
of an equal or lesser amount;

(gamma) . by exchanging shares from the same share class of another Vision Fund
(other than a money market fund);

(gamma) . through wrap accounts or other investment programs where you pay the
investment professional directly for services;

(gamma) . through investment professionals that receive no portion of the sales
charge;

(gamma) . as a current or retired Director or employee of the Fund, the Adviser,
the Distributor, the Subadviser and their affiliates, and the immediate
family members of these individuals;

(gamma) . as an employee of a dealer which has a selling group agreement with
the Distributor;

(gamma) . as an investor referred by any subadviser to the Vision Funds.

If your investment qualifies for a reduction or elimination of the sales charge,
you or your investment professional should notify the Fund's Distributor,
Federated Securities Corp., or M&T Bank's Mutual Fund Services at the time of
purchase. If the Distributor or Mutual Fund Services is not notified, you will
receive the reduced sales charge only on additional purchases, and not
retroactively on previous purchases.

SALES CHARGE WHEN YOU REDEEM--CLASS B SHARES

Your redemption proceeds may be reduced by a sales charge, commonly referred to
as a contingent deferred sales charge (CDSC), as follows:

SHARES HELD UP TO: CDSC
1 year 5.00%
2 years 4.00%
3 years 3.00%
4 years 3.00%
5 years 2.00%
6 years 1.00%
7 years or more 0.00%

Class B Shares convert to Class A Shares (which pay lower ongoing expenses)
eight years after purchase. This is a non-taxable event.

YOU WILL NOT BE CHARGED A CDSC WHEN REDEEMING CLASS B SHARES:

(gamma) . purchased with reinvested dividends or capital gains; . you reinvested
within 90 days of a previous redemption;

(gamma) . that you exchanged into the same share class of another Vision Fund
where the shares were held for the applicable CDSC holding period (other
than a money market fund);

(gamma) . purchased through investment professionals who did not receive
advanced sales payments;

(gamma) . if, after you purchase Shares, you become disabled as defined by the
IRS;

(gamma) . of Shares held by Directors, employees, and sales representatives of
the Vision Funds, the Distributor, or affiliates of the Vision Funds or
Distributor, employees of any investment professional that sells Shares of
the Vision Funds pursuant to a sales agreement with the Distributor, and
their immediate family members to the extent that no payments were advanced
for purchases made by these persons;

(gamma) . of Shares originally purchased through a bank trust department, a
registered investment adviser or retirement plans where the third party
administrator has entered into certain arrangements with the Distributor or
its affiliates, or any other investment professional, to the extent that no
payments were advanced for purchases made through such entities;

(gamma) . if the redemption qualified under the Systematic Withdrawal Program;

(gamma) . if the Fund redeems your Shares and closes your account for not
meeting the minimum balance requirement;

(gamma) . if your redemption is a required retirement plan distribution;

(gamma) . upon the death of the last surviving shareholder of the account. If
your redemption qualifies, you or your investment professional should
notify the Distributor at the time of redemption to eliminate the CDSC. If
the Distributor is not notified, the CDSC will apply.

TO KEEP THE SALES CHARGE AS LOW AS POSSIBLE, THE FUND REDEEMS YOUR SHARES IN
THIS ORDER:

(gamma) . Shares that are not subject to a CDSC; and
(gamma) . Shares held the longest (to determine the number of years your
Shares have

been held, include the time you held Class B shares of other Vision Funds
that have been exchanged for Shares of this Fund).

The CDSC is then calculated using the share price at the time of purchase or
redemption, whichever is lower.

HOW IS THE VISION FUND SOLD?

This prospectus relates only to Class A Shares and Class B Shares of Large Cap
Growth Fund. Each share class has different sales charges and other expenses,
which affect their performance. Contact your investment professional or call
(800) 836-2211 for more information concerning the other Vision Funds.

Federated Securities Corp., the Fund's Distributor, markets the Shares described
in this prospectus to institutions or individuals, directly or through an
investment professional that has an agreement with the Distributor (Authorized
Dealer). When the Distributor receives marketing fees and sales charges, it may
pay some or all of them to investment professionals. The Distributor and its
affiliates may pay out of their assets other amounts (including items of
material value) to investment professionals for marketing and servicing Shares.
The Distributor is a subsidiary of Federated Investors, Inc. (Federated).

RULE 12B-1 PLANS

The Fund has adopted a Rule 12b-1 Plan,
which allows it to pay marketing fees to the Distributor for the sale,
distribution and customer servicing of the Fund's Class A and Class B Shares. In
the case of Class B Shares, the Plan may also be used to compensate the
Distributor, the Adviser, a subadviser, their affiliates or investment
professionals for commissions advanced on the sale of Class B Shares. 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. The Fund has
no present intention of paying or accruing 12b-1 fees on Class A Shares.

SHAREHOLDER SERVICES

The Fund has adopted a Shareholder Services Plan on behalf of each class of
Shares, which is administered by Federated Administrative Services. M&T Bank
acts as shareholder servicing agent for the Fund, providing shareholder
assistance, communicating or facilitating purchases and redemptions of Shares,
and distributing prospectuses and other information. The Fund has no present
intention of paying or accruing shareholder servicing fees on Class A Shares.

HOW TO PURCHASE SHARES

You may purchase Shares through M&T Bank, M&T Securities, Inc., or through an
Authorized Dealer at the NAV next determined after the purchase order is
received plus any applicable sales charge.

Payment may be made by check or federal funds wire or by debiting your account
at M&T Bank or any of its affiliate banks.

Purchase orders must be received by 4:00 p.m.

(Eastern time) in order to receive that day's NAV. Purchase orders through
Automated Clearing House (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.

If you do not specify the Class choice on your form of payment, you will
automatically receive Class A Shares. The Fund reserves the right to reject any
purchase request. The Fund does not issue share certificates.

THROUGH M&T BANK

To purchase Shares through M&T Bank, contact an account representative at M&T
Bank or affiliates of M&T Bank which make Shares available, or M&T Bank's Mutual
Fund Services at (800) 836-2211 (in the Buffalo area call (716) 635-9368).

THROUGH M&T SECURITIES, INC.

To purchase Shares through a representative of M&T Securities, Inc. (M&T
Securities) call (800) 724-5445.

THROUGH AN AUTHORIZED DEALER

Contact your Authorized Dealer for specific instructions on how to purchase
Shares.

PAYMENT BY CHECK

To purchase Shares of the Fund for the first time by mail using a check as
payment, complete and sign an account application form and mail it, together
with a check payable to (Name of the Fund and Class of Shares) to:

Vision Group of Funds, Inc.
P.O. Box 4556
Buffalo, New York, 14240-4556
Current shareholders can purchase Shares by mail by sending a check to the same
address. Orders by mail 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.

PAYMENT BY WIRE

You may purchase Shares by Federal Reserve wire, whereby your bank sends money
to the Fund's bank through the Federal Reserve System. Wire orders will only be
accepted on days on which the Fund, M&T Bank and the Federal Reserve wire system
are open.

Call M&T Bank's Mutual Fund Services or a representative of M&T Securities
before 4:00 p.m. (Eastern time) to place your order. The order is considered
immediately received, provided that payment by federal funds is received before
3:00 p.m. (Eastern time) the next business day.

PAYMENT BY BANK ACCOUNT TRANSFER

To purchase Shares of the Fund by transferring money from your bank account, you
must maintain a checking or NOW deposit account at M&T Bank or any of its
affiliate banks.

To place an order, call M&T Bank's Mutual Fund Services or a representative of
M&T Securities before 4:00 p.m. (Eastern time). The money will be transferred
from your checking or NOW deposit account to your Fund account on the next
business day.

Your purchase of Shares will be effected on the day the order is placed.

CUSTOMER AGREEMENTS

Shareholders normally purchase Shares through different types of customer
accounts at M&T Bank and its affiliates. You should read this prospectus
together with any agreements between you and the Bank to learn about the
services provided, the fees charged for those services, and any restrictions and
limitations imposed.

SYSTEMATIC INVESTMENT PROGRAM

Once you have opened a Fund account, you can add to your investment on a regular
basis in amounts of $25 or more through automatic deductions from your checking
or NOW deposit account. The money may be withdrawn and periodically invested in
Fund Shares at the next NAV calculated after your order is received plus any
applicable sales charge. To sign up for this program, please call M&T Bank's
Mutual Fund Services for an application.

THROUGH AN EXCHANGE

You may purchase Shares of the Fund through an exchange from the same Share
class of another Vision Fund. You must meet the minimum initial investment
requirement for purchasing Shares and both accounts must have identical
registrations. You should request and read the prospectus for the Vision Fund in
which you wish to invest. To request a prospectus, call M&T Bank's Mutual Fund
Services.

RETIREMENT INVESTMENTS

Shares of the Fund can be purchased as an investment for retirement plans or IRA
accounts. You may be subject to an annual IRA account fee. For further details,
contact the Fund and consult a tax adviser.

HOW TO REDEEM SHARES

The Fund redeems Shares at its NAV next determined after the Fund receives the
redemption request in proper form less any applicable CDSC. Shares may be
redeemed directly from the Fund by telephone or by mail.

BY TELEPHONE

To redeem Shares by telephone, call M&T Bank's Mutual Fund Services at (800)
836-2211 (in the Buffalo area call (716) 635-9368). The proceeds will be wired
to your account at M&T Bank or an affiliate or to another account you previously
designated at a domestic commercial bank account that is a member of the Federal
Reserve System. Redemptions by wire can only be made on days the Federal Reserve
wire system, M&T Bank and the Fund is open for business.

If you call before 4:00 p.m. (Eastern time) you will receive a redemption amount
based on that day's NAV. The proceeds of your redemption request will be wired
to your account the next business day.

You are automatically eligible to make telephone redemptions unless you check
the box on your new account application form to decline the privilege. It is
recommended that you provide the necessary information for the telephone/wire
redemption option on your initial application. If you do not do this and later
wish to take advantage of the telephone redemption privilege, you must call M&T
Bank's Mutual Fund Services for authorization forms.

M&T Bank reserves the right to charge a fee for a wire transfer from a customer
checking account, which may contain redemption proceeds, to another commercial
bank.

Redemption requests for Shares held through an IRA account must be made by mail
and not by telephone.

The Fund reserves the right to modify or terminate the telephone redemption
privilege at any time. Shareholders will be notified prior to any modification
or termination. Your telephone instructions may be electronically recorded for
your protection.

Shareholders who accept the telephone redemption service authorize the Fund and
its agents to act upon their telephonic instructions to redeem Shares from any
account for which they have authorized such services. If reasonable procedures
are not followed by the Fund, they may be liable for losses due to unauthorized
or fraudulent telephone transactions.

BY MAIL

You may redeem Shares by sending your written request to:

Vision Group of Funds, Inc.
P.O. Box 4556
Buffalo, New York 14240-4556
Your written request must include your name, the Fund's name and share class,
your account number, and the Share or dollar amount you wish to redeem. Please
call M&T Bank's Mutual Fund Services at (800) 836-2211 for specific instructions
before redeeming by mail.

Normally, a check for the proceeds is mailed within one business day but in no
event more than seven days, after receipt of a proper written redemption
request.

ADDITIONAL CONDITIONS

SIGNATURE GUARANTEES

You must have a signature guarantee on written redemption requests:

(gamma) . when you are requesting a redemption of $50,000 or more;
(gamma) . when you want a redemption to be sent to an address other than
the one you have on record with the Fund; or
(gamma) . when you want the redemption payable to someone other than the
shareholder of record.

Your signature can be guaranteed by any federally insured financial institution
(such as a bank or credit union) or a broker-dealer that is a domestic stock
exchange member, but not by a notary public.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds for Shares redeemed by mail are normally mailed within one
business day after receiving a request in proper form. However, payment may be
delayed up to seven days:

(gamma) . to allow your purchase payment to clear;
(gamma) . during periods of market volatility; or
(gamma) . when a shareholder's trade activity or amount adversely impacts
the Fund's ability to manage its assets.

SYSTEMATIC WITHDRAWAL PROGRAMS

CLASS A SHARES

You may automatically redeem Class A Shares in a minimum amount of $50 on a
regular basis. Your account must be worth at least $10,000 at the time the
program is established. This program may reduce, and eventually deplete, your
account. Payments should not be considered yield or income. Generally, it is not
advisable to continue to purchase Class A Shares subject to a sales charge while
redeeming Shares using this program. For more information and an application
form for this program call M&T Bank's Mutual Fund Services at (800) 836-2211.

CLASS B SHARES

A CDSC will not be charged on Systematic Withdrawal Program redemptions of Class
B Shares if:

(gamma) . Shares redeemed are 12% or less of the account value in a single year;
(gamma) . the account is at least one year old; (gamma) . all dividends and
capital gains distributions are reinvested; and (gamma) . the account has at
least a $10,000 balance when the Systematic Withdrawal Program is established

(multiple Class B Share accounts cannot be aggregated to meet this minimum
balance).

You will be subject to a CDSC on redemption amounts that exceed the 12% annual
limit. In measuring the redemption percentage, your account is valued when you
establish the Systematic Withdrawal Program and then annually at calendar
year-end.

This program may reduce, and eventually deplete, your account. Payments should
not be considered yield or income. For more information and an application form
for this program call M&T Bank's Mutual Fund Services at (800) 836-2211.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, the Fund reserves
the right to pay the redemption price in whole or in part by a distribution of
the Fund's portfolio securities.

REDEMPTION FROM RETIREMENT ACCOUNTS

In the absence of your specific instructions, 10% of the value of your
redemption from a retirement account in the Fund may be withheld for taxes. This
withholding only applies to certain types of retirement accounts.

HOW TO EXCHANGE SHARES

You may exchange Shares of the Fund for the same share class of another Vision
Fund at the NAV next determined after the Fund receives the exchange in proper
form. In addition, you may exchange Class A Shares of the Fund into Class A
Shares of Federated International Equity Fund at NAV plus any applicable sales
charge.

In order to exchange Shares you must:

(gamma) . meet the minimum initial investment requirements (if the
exchange results in the establishment of a new account);
(gamma) . establish an account into the Fund you want to acquire if you
do not have an account in that Fund;
(gamma) . ensure that the account registrations are identical; (gamma) . receive
a prospectus for the Fund into which you wish to exchange; and (gamma) . only
exchange into Funds that may be legally sold in your state of

residence.
An exchange is treated as a redemption and subsequent purchase and is a taxable
transaction.

For additional information about the exchange privilege, call M&T Bank's Mutual
Fund Services at (800) 836-2211.

CLASS A SHARE EXCHANGES

EXCHANGES AT NAV

If you exchange between Funds with different sales charges, the exchange will be
made at NAV.

If you paid a sales charge once (included Shares acquired through reinvestment
of dividends and capital gains) you will not have to pay the sales charge again
upon exchange. This is true even if you exchange out of a Fund with a sales
charge, then into a Fund without a sales charge and back into a Fund with a
sales charge.

EXCHANGES SUBJECT TO A SALES CHARGE

If you purchased into a Fund without a sales charge, and exchange into a Fund
with a sales charge, you will be assessed the applicable sales charge when you
make the exchange. However, the sales charge will not be applied to any Shares
that you acquired through reinvestment of dividends and capital gains.

CLASS B SHARE EXCHANGES

You may exchange Class B Shares from the Fund to another Vision Fund at NAV
without any sales charge. The time you held the original Class B Shares will be
added to the time you held the exchanged-for Class B Shares for purposes of
calculating any applicable CDSC when you ultimately redeem those Shares.

The Fund may modify or terminate the exchange privilege at any time, and
shareholders will be notified prior to any modification or termination. The
Fund's management or adviser may determine from the amount, frequency, and
pattern of exchanges that a shareholder is engaged in excessive trading that is
detrimental to a Fund and other shareholders. If this occurs, the Fund may
terminate the availability of exchanges to that shareholder and may bar that
shareholder from purchasing other Vision Funds.

EXCHANGING SHARES BY TELEPHONE

You may exchange Shares between Funds by calling M&T Bank's Mutual Fund Services
at (800) 836-2211 (in Buffalo, (716) 635-9368).

Exchange instructions must be received by M&T Bank's Mutual Fund Services and
transmitted to Federated Shareholder Services Company by 4:00 p.m. (Eastern
time) for Shares to be exchanged that same day.

You will not receive a dividend from the Fund into which you are exchanging on
the date of the exchange.

You will automatically be eligible for telephone exchanges, unless you check the
box on the new account application form to decline this privilege. It is
recommended that you provide the necessary information for the telephone
exchange option on your initial application. If you do not do this and later
wish to take advantage of the privilege, you may call M&T Bank's Mutual Fund
Services for authorization forms.

Shareholders who accept the telephone exchange service authorize the Fund and
its agents to act upon their telephonic instructions to exchange Shares from any
account for which they have authorized such services.

If reasonable procedures are not followed by the Fund, they may be liable for
losses due to unauthorized or fraudulent telephone transactions.

EXCHANGING SHARES BY MAIL

You may exchange Shares by mail by sending your written request to:

Vision Group of Funds, Inc.
P.O. Box 4556
Buffalo, New York 14240-4556
All written requests must include your name, the Fund's name and Share class,
your account number, and the share or dollar amount you wish to exchange and the
name of the Fund into which the exchange is to be made.

SYSTEMATIC EXCHANGE PROGRAM

You may exchange Shares of a predetermined amount of at least $25 from one Fund
into another Fund on a monthly, quarterly or annual basis. Exchanges are subject
to investment minimums, limitations and any applicable sales charges as
described above. For more information and an application form for the Systematic
Exchange Program, call M&T Bank's Mutual Fund Services at (800) 836-2211.

ACCOUNT AND SHARE INFORMATION

CONFIRMATIONS AND ACCOUNT STATEMENTS

You will receive confirmation of purchases, redemptions and exchanges (except
systematic transactions). In addition, you will receive periodic statements
reporting all account activity, including systematic transactions, dividends and
capital gains paid.

DIVIDENDS AND CAPITAL GAINS

Dividends (if any) are paid to shareholders invested in a Fund on the record
date, and are declared and paid quarterly.

If capital gains or losses were to occur, they could result in an increase or
decrease in dividends. In addition, the Fund intends to pay any capital gains at
least annually. Your dividends and capital gains distributions will be
automatically reinvested in additional Shares without a sales charge, unless you
elect cash payments.

If you purchase shares just before the Fund declares a dividend or capital gain
distribution, you will pay the full price for the Shares and then receive a
portion of the price back in the form of a distribution, whether or not you
reinvest the distribution in Shares. Therefore, you should consider the tax
implications of purchasing Shares shortly before the Fund declares a dividend or
capital gain.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, 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.

TAX INFORMATION

The Fund sends you an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in a Fund. Capital gains distributions are taxable at different rates
depending upon the length of time the Fund holds its assets.

Fund distributions for the Large Cap Growth Fund are expected to be primarily
capital gains.

Redemptions and exchanges are taxable sales. Please consult your tax adviser
regarding your federal, state, and local tax liability.

WHO MANAGES THE FUND?

The Board of Directors governs the Fund. The Board selects and oversees the
Adviser, M&T Bank. The Adviser has overall responsibility for managing the
Fund's assets, including buying and selling portfolio securities. The Adviser's
address is One M&T Plaza, Buffalo, New York 14240. The Adviser is the principal
banking subsidiary of M&T Bank Corporation, 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 December 31, 1999, M&T Bank had over
$6 billion in assets under management. M&T Bank has served as investment adviser
to the Funds since 1988. As of December 31, 1999, M&T Bank managed $1.8 billion
in net assets of money market fund and $300 million in net assets of fluctuating
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 Funds
to hold or acquire the securities of issuers which are also lending clients of
M&T Bank. The lending relationship will not be a factor in the selection of
securities.

For its services under an Advisory Contract, the Adviser receives an annual
Advisory Fee from the Fund, equal to 0.85% of the Fund's average daily net
assets.

The Adviser may voluntarily waive a portion of its fee or reimburse the Fund for
certain operating expenses.

SUB-ADVISER

The Adviser has delegated daily management of the Fund
to the subadviser, Montag & Caldwell, Inc. (Montag & Caldwell). Montag &
Caldwell has complete discretion to manage portfolio securities of the Fund,
subject to the Fund's investment objective, policies and limitations and subject
to supervision of and oversight by the Adviser and the Fund's Board. Montag &
Caldwell and its predecessors have been engaged in the business of providing
investment counseling to individuals and institutions since 1945. Total assets
under management for all clients (including two other mutual funds) were
approximately $33 billion as of December 31, 1999. For its services, Montag &
Caldwell receives a fee based upon a percentage of each Fund's average daily net
assets which is paid by the Adviser and not by the Fund. The sub- adviser's
address is 3455 Peachtree Road, N.E., Suite 1200, Atlanta, Georgia 30326-3248.

PORTFOLIO MANAGER

DAVID L. WATSON

David L. Watson, Vice President and Senior Portfolio Manager of Montag &
Caldwell, Inc., has over eighteen years of equity and fixed income investment
management experience. He established an office for Merrill Lynch Asset
Management in Atlanta in 1997 and was employed there through 1998. Prior to 1997
David was employed as a senior portfolio manager with Trusco Capital Management
in Atlanta. David received his Bachelor's degree in Finance from Mississippi
State University and his M.B.A. from the Goizueta Business School of Emory
University. He is a Chartered Financial Analyst and member of the Atlanta
Society of Financial Analysts. David has taught and spoken on many investment
topics for various industry associations and regulatory agencies. He also serves
on the Regulatory Content Committee of the New York Stock Exchange and is a
member of the Professional Qualifications Committee of the Municipal Securities
Rulemaking Board.

FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS

Financial highlights are not presented for Vision Large Cap Growth Fund since it
did not have any operations prior to the date of this Prospectus.

VISION LARGE CAP GROWTH FUND

(a portfolio of Vision Group of Funds, Inc.)

CLASS A SHARES
CLASS B SHARES

A Statement of Additional Information (SAI) dated March 13, 2000, is
incorporated by reference into this prospectus. To obtain the SAI and other
information without charge, and make inquiries, call (800) 836-2211.

You can obtain information about the Fund (including the SAI) by writing to or
visiting the Public Reference Room in Washington, DC. You may also access fund
information from the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. You can purchase copies of this information by contacting
the SEC by email at [email protected] or by writing to the SEC's Public
Reference Section, Washington, DC 20549-0102. Call 1-202-942-8090 for
information on the Public Reference Room's operations and copying fees.

SEC File No. 811-5514
Cusip 92830F851
Cusip 92830F844

______ (2/00)

VISION GROUP OF FUNDS, INC.

STATEMENT OF ADDITIONAL INFORMATION

MARCH 13, 2000

VISION LARGE CAP GROWTH FUND

CLASS A SHARES AND CLASS B SHARES

This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectus for the Fund dated March 13, 2000.

Obtain the prospectus without charge by calling (800) 836-2211 (in the Buffalo
area call (716) 635-9368).

CONTENTS

HOW IS THE FUND ORGANIZED? 1
SECURITIES IN WHICH THE FUND INVESTS 1
SECURITIES DESCRIPTIONS AND TECHNIQUES 2
INVESTMENT RISKS 7
FUNDAMENTAL INVESTMENT OBJECTIVE 10
INVESTMENT LIMITATIONS 10
DETERMINING MARKET VALUE OF SECURITIES 11
WHAT DO SHARES COST? 11
HOW IS THE FUND SOLD? 13
EXCHANGING SECURITIES FOR SHARES 13
SUBACCOUNTING SERVICES 14
REDEMPTION IN KIND 14
ACCOUNT AND SHARE INFORMATION 14
TAX INFORMATION 14
WHO MANAGES AND PROVIDES SERVICES TO THE FUND? 14
HOW DOES THE FUND MEASURE PERFORMANCE? 17
INVESTMENT RATINGS 19
ADDRESSES BACK COVER PAGE

CUSIP 9283OF851

9283OF844
_______ (2/00)

HOW IS THE FUND ORGANIZED?

The Fund is a diversified portfolio of Vision Group of Funds, Inc.
(Corporation). The Corporation is an open-end, management investment company
that was established as a Corporation under the laws of the State of Maryland on
February 23, 1988. The Corporation may offer separate series of shares
representing interests in separate portfolios of securities.

The Board of Directors (the Board) has established two classes of shares of the
Fund, known as Class A Shares and Class B Shares (Shares). This SAI relates to
both classes of Shares. The Fund's investment adviser is Manufacturers and
Traders Trust Company (M&T Bank) (Adviser). The Fund's sub-adviser is Montag &
Caldwell, Inc. (sub-adviser).

SECURITIES IN WHICH THE FUND INVESTS

In pursuing its investment strategy, the Fund may invest in the following types
of securities for any purpose that is consistent with the Fund's investment
goal. Following is a table that indicates which types of securities are a:

P = Principal investment of the Fund;
A = Acceptable (but not principal) investment of the Fund; or N = Not an
acceptable investment of the Fund.

- --------------------------------------------------------------------
LARGE CAP GROWTH
FUND

- --------------------------------------------------------------------
EQUITY SECURITIES P

- --------------------------------------------------------------------
- --------------------------------------------------------------------
Common Stocks P
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Preferred Stocks P
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Real Estate Investment Trusts A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Warrants3 A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
FIXED INCOME SECURITIES A

- --------------------------------------------------------------------
- --------------------------------------------------------------------
Treasury Securities A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Agency Securities A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Corporate Debt Securities1 A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Commercial Paper A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Demand Instruments A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Mortgage Backed Securities A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Asset Backed Securities1 A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Zero Coupon Securities A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Bank Instruments A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
CONVERTIBLE SECURITIES4 A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
TAX EXEMPT SECURITIES1 A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Variable Rate Demand Instruments A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
FOREIGN SECURITIES A

- --------------------------------------------------------------------
- --------------------------------------------------------------------
American Depositary Receipts A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
DERIVATIVE CONTRACTS A

- --------------------------------------------------------------------
- --------------------------------------------------------------------
Futures Contracts A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Options A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
SPECIAL TRANSACTIONS A

- --------------------------------------------------------------------
- --------------------------------------------------------------------
Repurchase Agreements A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Reverse Repurchase Agreements A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Delayed Delivery Transactions2 A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Securities Lending A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Asset Coverage A
- --------------------------------------------------------------------
- --------------------------------------------------------------------
INVESTING IN SECURITIES OF OTHER INVESTMENT A
COMPANIES

- --------------------------------------------------------------------

1. Rated in the top four rating categories of an NRSRO, or, if unrated, of
comparable quality as determined by the Adviser or sub-adviser.

2. The Fund does not intend to engaged in such transactions to an extent that
would cause the segregation of more than 20% of the total value of its
assets.

3. The Fund does not have a present intent to invest more than 5% or its net
assets in warrants.

4. The Fund may invest in convertible securities rated below investment grade.
See "Risks Associated with Non-investment Grade Securities" herein.

SECURITIES DESCRIPTIONS AND TECHNIQUES

EQUITY SECURITIES

Equity securities represent a share of an issuer's earnings and assets, after
the issuer pays its liabilities. The Fund cannot predict the income it will
receive from equity securities because issuers generally have discretion as to
the payment of any dividends or distributions. However, equity securities offer
greater potential for appreciation than many other types of securities, because
their value increases directly with the value of the issuer's business. The
following describes the types of equity securities in which the Fund invests.

COMMON STOCKS

PREFERRED STOCKS

Preferred stocks have the right to receive specified dividends or
distributions before the issuer makes payments on its common stock. Some
preferred stocks also participate in dividends and distributions paid on
common stock. Preferred stocks may also permit the issuer to redeem the
stock. The Fund may also treat such redeemable preferred stock as a fixed
income security.

REAL ESTATE INVESTMENT TRUSTS (REITS)

REITs are real estate investment trusts that lease, operate and finance
commercial real estate. REITs are exempt from federal corporate income tax if
they limit their operations and distribute most of their income. Such tax
requirements limit a REIT's ability to respond to changes in the commercial
real estate market.

WARRANTS

Warrants give a Fund the option to buy the issuer's equity securities at a
specified price (the exercise price) at a specified future date (the
expiration date). The Fund may buy the designated securities by paying the
exercise price before the expiration date. Warrants may become worthless if
the price of the stock does not rise above the exercise price by the
expiration date. This increases the market risks of warrants as compared to
the underlying security. Rights are the same as warrants, except companies
typically issue rights to existing stockholders.

FIXED INCOME SECURITIES

Fixed income securities pay interest, dividends or distributions at a specified
rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities.

A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields.

The following describes the types of fixed income securities in which the Fund
may invest.

TREASURY SECURITIES

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the
lowest credit risks.

AGENCY SECURITIES

Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity acting under federal authority (a GSE). The
United States supports some GSEs with its full faith and credit. Other GSEs
receive support through federal subsidies, loans or other benefits. A few
GSEs have no explicit financial support, but are regarded as having implied
support because the federal government sponsors their activities. Agency
securities are generally regarded as having low credit risks, but not as low
as treasury securities.

The Fund treats mortgage backed securities guaranteed by GSEs as agency
securities. Although a GSE guarantee protects against credit risks, it does
not reduce the market and prepayment risks of these mortgage backed
securities.

CORPORATE DEBT SECURITIES

Corporate debt securities are fixed income securities issued by businesses.
Notes, bonds, debentures and commercial paper are the most prevalent types of
corporate debt securities. The Fund may also purchase interests in bank loans
to companies. The credit risks of corporate debt securities vary widely among
issuers.

In addition, the credit risk of an issuer's debt security may vary based on
its priority for repayment. For example, higher ranking (senior) debt
securities have a higher priority than lower ranking (subordinated)
securities. This means that the issuer might not make payments on
subordinated securities while continuing to make payments on senior
securities. In addition, in the event of bankruptcy, holders of senior
securities may receive amounts otherwise payable to the holders of
subordinated securities. Some subordinated securities, such as trust
preferred and capital securities notes, also permit the issuer to defer
payments under certain circumstances. For example, insurance companies issue
securities known as surplus notes that permit the insurance company to defer
any payment that would reduce its capital below regulatory requirements.

COMMERCIAL PAPER

Commercial paper is an issuer's obligation with a maturity of less than nine
months. Companies typically issue commercial paper to pay for current
expenditures. Most issuers constantly reissue their commercial paper and use
the proceeds (or bank loans) to repay maturing paper. If the issuer cannot
continue to obtain liquidity in this fashion, its commercial paper may
default. The short maturity of commercial paper reduces both the market and
credit risks as compared to other debt securities of the same issuer.

DEMAND INSTRUMENTS

Demand instruments are corporate debt securities that the issuer must repay
upon demand. Other demand instruments require a third party, such as a dealer
or bank, to repurchase the security for its face value upon demand. The Fund
treats demand instruments as short-term securities, even though their stated
maturity may extend beyond one year.

MORTGAGE BACKED SECURITIES

Mortgage backed securities represent interests in pools of mortgages. The
mortgages that comprise a pool normally have similar interest rates,
maturities and other terms. Mortgages may have fixed or adjustable interest
rates. Interests in pools of adjustable rate mortgages are known as ARMs.

Mortgage backed securities come in a variety of forms. Many have extremely
complicated terms. The simplest form of mortgage backed securities are
pass-through certificates. An issuer of pass-through certificates gathers
monthly payments from an underlying pool of mortgages. Then, the issuer
deducts its fees and expenses and passes the balance of the payments onto the
certificate holders once a month. Holders of pass-through certificates
receive a pro rata share of all payments and pre-payments from the underlying
mortgages. As a result, the holders assume all the prepayment risks of the
underlying mortgages.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

CMOs, including interests in real estate mortgage investment conduits
(REMICs), allocate payments and prepayments from an underlying pass-through
certificate among holders of different classes of mortgage backed
securities. This creates different prepayment and interest rate risks for
each CMO class.

SEQUENTIAL CMOS

In a sequential pay CMO, one class of CMOs receives all principal payments
and prepayments. The next class of CMOs receives all principal payments
after the first class is paid off. This process repeats for each sequential
class of CMO. As a result, each class of sequential pay CMOs reduces the
prepayment risks of subsequent classes.

PACS, TACS AND COMPANION CLASSES

More sophisticated CMOs include planned amortization classes (PACs) and
targeted amortization classes (TACs). PACs and TACs are issued with
companion classes. PACs and TACs receive principal payments and prepayments
at a specified rate. The companion classes receive principal payments and
prepayments in excess of the specified rate. In addition, PACs will receive
the companion classes' share of principal payments, if necessary, to cover
a shortfall in the prepayment rate. This helps PACs and TACs to control
prepayment risks by increasing the risks to their companion classes.

IOS AND POS

CMOs may allocate interest payments to one class (Interest Only or IOs) and
principal payments to another class (Principal Only or POs). POs increase
in value when prepayment rates increase. In contrast, IOs decrease in value
when prepayments increase, because the underlying mortgages generate less
interest payments. However, IOs tend to increase in value when interest
rates rise (and prepayments decrease), making IOs a useful hedge against
interest rate risks.

FLOATERS AND INVERSE FLOATERS

Another variant allocates interest payments between two classes of CMOs.
One class (Floaters) receives a share of interest payments based upon a
market index such as LIBOR. The other class (Inverse Floaters) receives any
remaining interest payments from the underlying mortgages. Floater classes
receive more interest (and Inverse Floater classes receive correspondingly
less interest) as interest rates rise. This shifts prepayment and interest
rate risks from the Floater to the Inverse Floater class, reducing the
price volatility of the Floater class and increasing the price volatility
of the Inverse Floater class.

Z CLASSES AND RESIDUAL CLASSES

CMOs must allocate all payments received from the underlying mortgages to
some class. To capture any unallocated payments, CMOs generally have an
accrual (Z) class. Z classes do not receive any payments from the
underlying mortgages until all other CMO classes have been paid off. Once
this happens, holders of Z class CMOs receive all payments and prepayments.
Similarly, REMICs have residual interests that receive any mortgage
payments not allocated to another REMIC class.

The degree of increased or decreased prepayment risks depends upon the
structure of the CMOs. However, the actual returns on any type of mortgage
backed security depend upon the performance of the underlying pool of
mortgages, which no one can predict and will vary among pools.

ASSET BACKED SECURITIES

Asset backed securities are payable from pools of obligations other than
mortgages. Most asset backed securities involve consumer or commercial
debts with maturities of less than ten years. However, almost any type of
fixed income assets (including other fixed income securities) may be used
to create an asset backed security. Asset backed securities may take the
form of commercial paper, notes, or pass through certificates. Asset backed
securities have prepayment risks.

BANK INSTRUMENTS

Bank instruments are unsecured interest bearing deposits with banks. Bank
instruments include bank accounts, time deposits, certificates of deposit
and banker's acceptances. Yankee instruments are denominated in U.S.
dollars and issued by U.S. branches of foreign banks. Eurodollar
instruments are denominated in U.S. dollars and issued by non-U.S. branches
of U.S. or foreign banks.

CONVERTIBLE SECURITIES

Convertible securities are fixed income securities that the Fund has the option
to exchange for equity securities at a specified conversion price. The option
allows the Fund to realize additional returns if the market price of the equity
securities exceeds the conversion price. For example, the Fund may hold fixed
income securities that are convertible into shares of common stock at a
conversion price of $10 per share. If the market value of the shares of common
stock reached $12, the Fund could realize an additional $2 per share by
converting its fixed income securities.

Convertible securities have lower yields than comparable fixed income
securities. In addition, at the time a convertible security is issued the
conversion price exceeds the market value of the underlying equity securities.
Thus, convertible securities may provide lower returns than non-convertible
fixed income securities or equity securities depending upon changes in the price
of the underlying equity securities. However, convertible securities permit the
Fund to realize some of the potential appreciation of the underlying equity
securities with less risk of losing its initial investment. The Fund may invest
in commercial paper rated below investment grade. See "Risks Associated with
Non-investment Grade Securities" herein.

The Fund treats convertible securities as both fixed income and equity
securities for purposes of its investment policies and limitations, because of
their unique characteristics.

TAX EXEMPT SECURITIES

Tax exempt securities are fixed income securities that pay interest that is not
subject to regular federal income taxes. Typically, states, counties, cities and
other political subdivisions and authorities issue tax exempt securities. The
market categorizes tax exempt securities by their source of repayment.

VARIABLE RATE DEMAND INSTRUMENTS

Variable rate demand instruments are tax exempt securities that require the
issuer or a third party, such as a dealer or bank, to repurchase the security
for its face value upon demand. The securities also pay interest at a
variable rate intended to cause the securities to trade at their face value.
The Fund treat demand instruments as short-term securities, because their
variable interest rate adjusts in response to changes in market rates, even
though their stated maturity may extend beyond thirteen months.

FOREIGN SECURITIES

Foreign securities are securities of issuers based outside the United
States. The Fund considers an issuer to be based outside the United States if:

o it is organized under the laws of, or has a principal office located in,
another country;

o the principal trading market for its securities is in another country; or

o it (or its subsidiaries) derived in its most current fiscal year at least
50% of its total assets, capitalization, gross revenue or profit from goods
produced, services performed, or sales made in another country.

Foreign securities are primarily denominated in foreign currencies. Along with
the risks normally associated with domestic securities of the same type, foreign
securities are subject to currency risks and risks of foreign investing. Trading
in certain foreign markets is also subject to liquidity risks.

AMERICAN DEPOSITARY RECEIPTS

American Depository Receipts represent interests in underlying securities issued
by a foreign company. Depositary receipts are not traded in the same market as
the underlying security. The foreign securities underlying American Depositary
Receipts (ADRs) are traded in the United States. ADRs provide a way to buy
shares of foreign-based companies in the United States rather than in overseas
markets. ADRs are also traded in U.S. dollars, eliminating the need for foreign
exchange transactions.

DERIVATIVE CONTRACTS

Derivative contracts are financial instruments that require payments based upon
changes in the values of designated (or underlying) securities, currencies,
commodities, financial indices or other assets. Some derivative contracts (such
as futures, forwards and options) require payments relating to a future trade
involving the underlying asset. Other derivative contracts (such as swaps)
require payments relating to the income or returns from the underlying asset.
The other party to a derivative contract is referred to as a counterparty.

Many derivative contracts are traded on securities or commodities exchanges. In
this case, the exchange sets all the terms of the contract except for the price.
Investors make payments due under their contracts through the exchange. Most
exchanges require investors to maintain margin accounts through their brokers to
cover their potential obligations to the exchange. Parties to the contract make
(or collect) daily payments to the margin accounts to reflect losses (or gains)
in the value of their contracts. This protects investors against potential
defaults by the counterparty. Trading contracts on an exchange also allows
investors to close out their contracts by entering into offsetting contracts.

For example, the Fund could close out an open contract to buy an asset at a
future date by entering into an offsetting contract to sell the same asset on
the same date. If the offsetting sale price is more than the original purchase
price, the Fund realizes a gain; if it is less, the Fund realizes a loss.
Exchanges may limit the amount of open contracts permitted at any one time. Such
limits may prevent the Fund from closing out a position. If this happens, the
Fund will be required to keep the contract open (even if it is losing money on
the contract), and to make any payments required under the contract (even if it
has to sell portfolio securities at unfavorable prices to do so). Inability to
close out a contract could also harm the Fund by preventing it from disposing of
or trading any assets it has been using to secure its obligations under the
contract.

The Fund may also trade derivative contracts over-the-counter (OTC) in
transactions negotiated directly between the Fund and the counterparty. OTC
contracts do not necessarily have standard terms, so they cannot be directly
offset with other OTC contracts. In addition, OTC contracts with more
specialized terms may be more difficult to price than exchange traded contracts.

Depending upon how the Fund uses derivative contracts and the relationships
between the market value of a derivative contract and the underlying asset,
derivative contracts may increase or decrease the Fund's exposure to market and
currency risks, and may also expose the Fund to liquidity and leverage risks.
OTC contracts also expose the Fund to credit risks in the event that a
counterparty defaults on the contract.

The Fund may trade in the following types of derivative contracts.

FUTURES CONTRACTS

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of an underlying asset at a specified
price, date, and time. Entering into a contract to buy an underlying asset is
commonly referred to as buying a contract or holding a long position in the
asset. Entering into a contract to sell an underlying asset is commonly
referred to as selling a contract or holding a short position in the asset.
Futures contracts are considered to be commodity contracts. Futures contracts
traded OTC are frequently referred to as forward contracts.

The Fund may buy/sell financial futures contracts. The Fund may also buy/sell
stock index futures contracts.

OPTIONS

Options are rights to buy or sell an underlying asset for a specified price
(the exercise price) during, or at the end of, a specified period. A call
option gives the holder (buyer) the right to buy the underlying asset from
the seller (writer) of the option. A put option gives the holder the right to
sell the underlying asset to the writer of the option. The writer of the
option receives a payment, or premium, from the buyer, which the writer keeps
regardless of whether the buyer uses (or exercises) the option.

The Fund may:

| Buy call options on portfolio securities in anticipation of an increase in
the value of the underlying asset;

| Buy put options on portfolio securities in anticipation of a decrease in
the value of the underlying asset.

The Fund may also write call options on all or any portion of its portfolio
securities and on financial or stock index futures contracts (as permitted)
to generate income from premiums, and in anticipation of a decrease or only
limited increase in the value of the underlying asset. If a call written by
the Fund is exercised, the Fund foregoes any possible profit from an increase
in the market price of the underlying asset over the exercise price plus the
premium received.

The Fund may also write put options on all or a portion of its portfolio
securities and on financial or stock index futures contracts (as permitted)
to generate income from premiums, and in anticipation of an increase or only
limited decrease in the value of the underlying asset. In writing puts, there
is a risk that the Fund may be required to take delivery of the underlying
asset when its current market price is lower than the exercise price.

When the Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts.

SPECIAL TRANSACTIONS

REPURCHASE AGREEMENTS

Repurchase agreements are transactions in which the Fund buys a security from
a dealer or bank and agrees to sell the security back at a mutually agreed
upon time and price. The repurchase price exceeds the sale price, reflecting
the Fund's return on the transaction. This return is unrelated to the
interest rate on the underlying security. The Fund will enter into repurchase
agreements only with banks and other recognized financial institutions, such
as securities dealers, deemed creditworthy by the Adviser.

The Fund's custodian or subcustodian will take possession of the securities
subject to repurchase agreements. The Adviser or subcustodian will monitor
the value of the underlying security each day to ensure that the value of the
security always equals or exceeds the repurchase price.

Repurchase agreements are subject to credit risks.

REVERSE REPURCHASE AGREEMENTS

Reverse repurchase agreements are repurchase agreements in which the Fund is
the seller (rather than the buyer) of the securities, and agrees to
repurchase them at an agreed upon time and price. A reverse repurchase
agreement may be viewed as a type of borrowing by the Fund. Reverse
repurchase agreements are subject to credit risks. In addition, reverse
repurchase agreements create leverage risks because the Fund must repurchase
the underlying security at a higher price, regardless of the market value of
the security at the time of repurchase.

DELAYED DELIVERY TRANSACTIONS

Delayed delivery transactions, including when issued transactions, are
arrangements in which the Fund buys securities for a set price, with payment
and delivery of the securities scheduled for a future time. During the period
between purchase and settlement, no payment is made by the Fund to the issuer
and no interest accrues to the Fund. The Fund records the transaction when it
agrees to buy the securities and reflects their value in determining the
price of its shares. Settlement dates may be a month or more after entering
into these transactions so that the market values of the securities bought
may vary from the purchase prices. Therefore, delayed delivery transactions
create interest rate risks for the Fund. Delayed delivery transactions also
involve credit risks in the event of a counterparty default.

TO BE ANNOUNCED SECURITIES (TBAS)

As with other delayed delivery transactions, a seller agrees to issue a
TBA security at a future date. However, the seller does not specify the
particular securities to be delivered. Instead, the Fund agrees to accept
any security that meets specified terms. For example, in a TBA mortgage
backed transaction, the Fund and the seller would agree upon the issuer,
interest rate and terms of the underlying mortgages. The seller would not
identify the specific underlying mortgages until it issues the security.
TBA mortgage backed securities increase interest rate risks because the
underlying mortgages may be less favorable than anticipated by the Fund.

SECURITIES LENDING

The Fund may lend portfolio securities to borrowers that the Adviser deems
creditworthy. In return, the Fund receives cash or liquid securities from the
borrower as collateral. The borrower must furnish additional collateral if
the market value of the loaned securities increases. Also, the borrower must
pay the Fund the equivalent of any dividends or interest received on the
loaned securities.

The Fund will reinvest cash collateral in securities that qualify as an
acceptable investment for the Fund. However, the Fund must pay interest to
the borrower for the use of cash collateral.

Loans are subject to termination at the option of the Fund or the borrower.
The Fund will not have the right to vote on securities while they are on
loan, but it will terminate a loan in anticipation of any important vote. The
Fund may pay administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash collateral to
a securities lending agent or broker.

Securities lending activities are subject to interest rate risks and credit
risks.

ASSET COVERAGE

In order to secure its obligations in connection with derivatives contracts
or special transactions, the Fund will either own the underlying assets,
enter into an offsetting transaction or set aside readily marketable
securities with a value that equals or exceeds the Fund's obligations. Unless
the Fund has other readily marketable assets to set aside, it cannot trade
assets used to secure such obligations without entering into an offsetting
derivative contract or terminating a special transaction. This may cause the
Fund to miss favorable trading opportunities or to realize losses on
derivative contracts or special transactions.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund may invest its assets in securities of other investment companies,
including the securities of affiliated money market funds, as an efficient means
of carrying out its investment policies and managing its uninvested cash.

INVESTMENT RISKS

There are many factors which may affect an investment in the Fund. The Fund's
principal risks are described in the prospectus. Additional risk factors are
outlined below.

STOCK MARKET RISKS

The Adviser attempts to manage market risk by limiting the amount the Fund
invests in each company's equity securities. However, diversification will not
protect the Fund against widespread or prolonged declines in the stock market.

SECTOR RISKS

Companies with similar characteristics may be grouped together in broad
categories called sectors. Sector risk is the possibility that a certain sector
may underperform other sectors or the market as a whole. As the Adviser
allocates more of the Fund's portfolio holdings to a particular sector, the
Fund's performance will be more susceptible to any economic, business or other
developments which generally affect that sector.

LIQUIDITY RISKS

Trading opportunities are more limited for equity securities that are not widely
held. This may make it more difficult to sell or buy a security at a favorable
price or time. Consequently, the Fund may have to accept a lower price to sell a
security, sell other securities to raise cash or give up an investment
opportunity, any of which could have a negative effect on the Fund's
performance. Infrequent trading of securities may also lead to an increase in
their price volatility.

Liquidity risk also refers to the possibility that the Fund may not be able to
sell a security or close out a derivative contract when it wants to. If this
happens, the Fund will be required to continue to hold the security or keep the
position open, and the Fund could incur losses.

OTC derivative contracts generally carry greater liquidity risk than
exchange-traded contracts.

RISKS RELATED TO INVESTING FOR GROWTH

RISKS RELATED TO COMPANY SIZE

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. For example, medium capitalization stocks may be less liquid and more
volatile than stocks of larger, well-known companies. Market capitalization is
determined by multiplying the number of its outstanding shares by the current
market price per share.

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 also increase risks and make these companies more likely to fail than
companies with larger market capitalizations.

RISKS OF INVESTING IN AMERICAN DEPOSITARY RECEIPTS

Because the Fund may invest in American Depositary Receipts issued by foreign
companies, the Fund's share price may be more affected by foreign economic and
political conditions, taxation policies, and accounting and auditing standards,
than would otherwise be the case.

LEVERAGE RISKS

Leverage risk is created when an investment exposes the Fund to a level of risk
that exceeds the amount invested. Changes in the value of such an investment
magnify the Fund's risk of loss and potential for gain.

INTEREST RATE RISKS

Prices of fixed income securities rise and fall in response to changes in the
interest rate paid by similar securities. Generally, when interest rates rise,
prices of fixed income securities fall. However, market factors, such as the
demand for particular fixed income securities, may cause the price of certain
fixed income securities to fall while the prices of other securities rise or
remain unchanged.

Interest rate changes have a greater effect on the price of fixed income
securities with longer durations. Duration measures the price sensitivity of a
fixed income security to changes in interest rates.

CREDIT RISKS

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.

Many fixed income securities receive credit ratings from services such as
Standard & Poor's and Moody's Investor Services, Inc. These services assign
ratings to securities by assessing the likelihood of issuer default. Lower
credit ratings correspond to higher credit risk. If a security has not received
a rating, the Fund must rely entirely upon the Adviser's credit assessment.

Fixed income securities generally compensate for greater credit risk by paying
interest at a higher rate. The difference between the yield of a security and
the yield of a U.S. Treasury security with a comparable maturity (the spread)
measures the additional interest paid for risk. Spreads may increase generally
in response to adverse economic or market conditions. A security's spread may
also increase if the security's rating is lowered, or the security is perceived
to have an increased credit risk. An increase in the spread will cause the price
of the security to decline.

Credit risk includes the possibility that a party to a transaction involving the
Fund will fail to meet its obligations. This could cause the Fund to lose the
benefit of the transaction or prevent the Fund from selling or buying other
securities to implement its investment strategy.

PREPAYMENT RISKS

Generally, homeowners have the option to prepay their mortgages at any time
without penalty. Homeowners frequently refinance high interest rate mortgages
when mortgage rates fall. This results in the prepayment of mortgage backed
securities with higher interest rates. Conversely, prepayments due to
refinancings decrease when mortgage rates increase. This extends the life of
mortgage backed securities with lower interest rates. Other economic factors can
also lead to increases or decreases in prepayments. Increases in prepayments of
high interest rate mortgage backed securities, or decreases in prepayments of
lower interest rate mortgage backed securities, may reduce their yield and
price. These factors, particularly the relationship between interest rates and
mortgage prepayments makes the price of mortgage backed securities more volatile
than many other types of fixed income securities with comparable credit risks.

Mortgage backed securities generally compensate for greater prepayment risk by
paying a higher yield. The difference between the yield of a mortgage backed
security and the yield of a U.S. Treasury security with a comparable maturity
(the spread) measures the additional interest paid for risk. Spreads may
increase generally in response to adverse economic or market conditions. A
security's spread may also increase if the security is perceived to have an
increased prepayment risk or perceived to have less market demand. An increase
in the spread will cause the price of the security to decline.

The Fund may have to reinvest the proceeds of mortgage prepayments in other
fixed income securities with lower interest rates, higher prepayment risks, or
other less favorable characteristics.

RISKS ASSOCIATED WITH NONINVESTMENT GRADE SECURITIES

The convertible securities in which the Fund may invest may be rated below
investment grade. Convertible securities rated below investment grade may be
subject to the same risks as those inherent in corporate debt obligations that
are rated below investment grade, also known as junk bonds. Junk bonds generally
entail greater market, credit and liquidity risks than investment grade
securities. For example, their prices are more volatile, economic downturns and
financial setbacks may affect their prices more negatively, and their trading
market may be more limited.

RISKS ASSOCIATED WITH COMPLEX CMOS

CMOs with complex or highly variable prepayment terms, such as companion
classes, IOs, POs, Inverse Floaters and residuals, generally entail greater
market, prepayment and liquidity risks than other mortgage backed securities.
For example, their prices are more volatile and their trading market may be more
limited.

FUNDAMENTAL INVESTMENT OBJECTIVE

The Fund's investment objective is to provide capital appreciation. The
investment objective may not be changed by the Fund's Directors without
shareholder approval.

INVESTMENT LIMITATIONS

The Fund may, in the future, seek to achieve the Fund's investment objective by
investing all of the Fund's assets in a no-load, open-end management investment
company having substantially the same investment objective as the Fund. The
Fund's investment policies permit such an investment. Shareholders will receive
prior written notice with respect to any such investment.

DIVERSIFICATION

With respect to securities comprising 75% of the value of its total assets, the
Fund will not purchase securities of any one issuer (other than cash; cash
items; securities issued or guaranteed by the government of the United States or
its agencies or instrumentalities and repurchase agreements collateralized by
such U.S. government securities; and securities of other investment companies)
if, as a result, more than 5% of the value of its total assets would be invested
in the securities of that issuer, or the Fund would own more than 10% of the
outstanding voting securities of that issuer.

CONCENTRATION

The Fund will not make investments that will result in the concentration of its
investments in the securities of issuers primarily engaged in the same industry.
For purposes of this restriction, the term concentration has the meaning set
forth in the 1940 Act, any rule or order thereunder, or any SEC staff
interpretation thereof. Government securities and municipal securities will not
be deemed to constitute an industry.

UNDERWRITING

The Fund may not underwrite the securities of other issuers, except that the
Fund may engage in transactions involving 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.

INVESTING IN COMMODITIES

The Fund may not purchase or sell physical commodities, provided that the Fund
may purchase securities of companies that deal in commodities. For purposes of
this restriction, investments in transactions involving futures contracts and
options, forward currency contracts, swap transactions and other financial
contracts that settle by payment of cash are not deemed to be investments in
commodities.

INVESTING IN REAL ESTATE

The Fund may not purchase or sell real estate, provided that this restriction
does not prevent the Fund from investing in issuers which invest, deal, or
otherwise engage in transactions in real estate or interests therein, or
investing in securities that are secured by real estate or interests therein.
The Fund may exercise its rights under agreements relating to such securities,
including the right to enforce security interests and to hold real estate
acquired by reason of such enforcement until that real estate can be liquidated
in an orderly manner.

BORROWING MONEY AND ISSUING SENIOR SECURITIES

The Fund may borrow money, directly or indirectly, and issue senior securities
to the maximum extent permitted under the 1940 Act, any rule or order
thereunder, or any SEC staff interpretation thereof.

LENDING

The Fund may not make loans, provided that this restriction does not prevent the
Fund from purchasing debt obligations, entering into repurchase agreements,
lending its assets to broker/dealers or institutional investors and investing in
loans, including assignments and participation interests.

THE ABOVE LIMITATIONS CANNOT BE CHANGED UNLESS AUTHORIZED BY THE BOARD AND BY
THE "VOTE OF A MAJORITY OF ITS OUTSTANDING VOTING SECURITIES," AS DEFINED BY THE
INVESTMENT COMPANY ACT OF 1940 (1940 ACT). THE FOLLOWING LIMITATIONS, HOWEVER,
MAY BE CHANGED BY THE BOARD WITHOUT SHAREHOLDER APPROVAL. SHAREHOLDERS WILL BE
NOTIFIED BEFORE ANY MATERIAL CHANGE IN THESE LIMITATIONS BECOMES EFFECTIVE.

ILLIQUID SECURITIES

The Fund will not purchase securities for which there is no readily available
market, or enter into repurchase agreements or purchase time deposits maturing
in more than seven days, if immediately after and as a result, the value of such
securities would exceed, in the aggregate, 15% of the Fund's net assets.

INVESTING IN OTHER INVESTMENT COMPANIES

The Fund may invest its assets in securities of other investment companies as an
efficient means of carrying out its investment policies. It should be noted that
investment companies incur certain expenses, such as management fees, and,
therefore, any investment by the Fund in shares of other investment companies
may be subject to such duplicate expenses. At the present time, the Fund expects
that its investments in other investment companies may include shares of money
market funds, including funds affiliated with the Fund's investment adviser.

The Fund may invest in the securities of affiliated money market funds as an
efficient means of managing the Fund's uninvested cash.

PURCHASES ON MARGIN

The Fund will not purchase securities on margin, provided that the Fund may
obtain short-term credits necessary for the clearance of purchases and sales of
securities, and further provided that the Fund may make margin deposits in
connection with its use of financial options and futures, forward and spot
currency contracts, swap transactions and other financial contracts or
derivative instruments.

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any of its assets, provided
that this shall not apply to the transfer of securities in connection with any
permissible borrowing or to collateral arrangements in connection with
permissible activities.

In applying the Fund's concentration restriction: (a) utility companies will be
divided according to their services, for example, gas, gas transmission,
electric and telephone will each be considered a separate industry; (b)
financial service companies will be classified according to the end users of
their services, for example, automobile finance, bank finance and diversified
finance will each be considered a separate industry; and (c) asset-backed
securities will be classified according to the underlying assets securing such
securities.

For purposes of the above limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items." Except with
respect to borrowing money, if a percentage limitations is adhered to at the
time of investment, a later increase or decrease in percentage resulting from
any change in value or net assets will not result in a violation of such
limitation.

DETERMINING MARKET VALUE OF SECURITIES

Market values of the Fund's portfolio securities are determined as follows:

P. for equity securities, according to the last sale price in the market in
which they are primarily traded (either a national securities exchange or the
over-the-counter market), if available; P. in the absence of recorded sales for
equity securities, according to the mean between the last closing bid and asked
prices; P. for bonds and other fixed income securities, at the last sale price
on a national securities exchange, if available, otherwise, as determined by an
independent pricing service; | futures contracts and options are valued at
market values established by the

exchanges on which they are traded at the close of trading on such exchanges.
Options traded in the over-the-counter market are valued according to the mean
between the last bid and the last asked price for the option as provided by an
investment dealer or other financial institution that deals in the option. The
Board may determine in good faith that another method of valuing such
investments is necessary to appraise their fair market value;

P. for short-term obligations, according to the mean between bid and asked
prices as furnished by an independent pricing service, except that short-term
obligations with remaining maturities of less than 60 days at the time of
purchase may be valued at amortized cost or at fair market value as determined
in good faith by the Board; and P. for all other securities at fair value as
determined in good faith by the Board. Prices provided by independent pricing
services may be determined without relying exclusively on quoted prices and may
consider institutional trading in similar groups of securities, yield, quality,
stability, risk, coupon rate, maturity, type of issue, trading characteristics,
and other market data or factors. From time to time, when prices cannot be
obtained from an independent pricing service, securities may be valued based on
quotes from broker-dealers or other financial institutions that trade the
securities.

WHAT DO SHARES COST?

The Fund's net asset value (NAV) per Share fluctuates and is based on the market
value of all securities and other assets of the Fund.

The NAV for each class of Shares may differ due to the variance in daily net
income realized by each class. Such variance will reflect only accrued net
income to which the shareholders of a particular class are entitled.

REDUCING OR ELIMINATING THE FRONT-END SALES CHARGE-CLASS A SHARES You can reduce
or eliminate the applicable front-end sales charge, as follows:

QUANTITY DISCOUNTS

Larger purchases of the same Share class reduce the sales charge you pay. You
can combine purchases of Shares made on the same day by you, your spouse and
your children under age 21. In addition, purchases made at one time by a trustee
or fiduciary for a single trust estate or a single fiduciary account can be
combined.

ACCUMULATED PURCHASES

If you make an additional purchase of Shares, you can count previous Share
purchases still invested in the Fund in calculating the applicable sales charge
on the additional purchase.

CONCURRENT PURCHASES

You can combine concurrent purchases of the same share class of two or more
Vision Funds in calculating the applicable sales charge.

LETTER OF INTENT

You can sign a Letter of Intent committing to purchase a certain amount of the
same class of Shares within a 13-month period to combine such purchases in
calculating the sales charge. The Fund's custodian will hold Shares in escrow
equal to the maximum applicable sales charge. If you complete the Letter of
Intent, the Custodian will release the Shares in escrow to your account. If you
do not fulfill the Letter of Intent, the Custodian will redeem the appropriate
amount from the Shares held in escrow to pay the sales charges that were not
applied to your purchases.

REINVESTMENT PRIVILEGE

You may reinvest, within 90 days, your Share redemption proceeds at the next
determined NAV without any sales charge.

PURCHASES BY AFFILIATES OF THE FUND

The following individuals and their immediate family members may buy Shares at
NAV without any sales charge because there are nominal sales efforts associated
with their purchases:

| current and retired employees and directors of M&T Bank, M&T Bank
Corporation, Federated Investors, Inc. and their subsidiaries;

| current and former Directors of the Corporation;

| clients of the M&T Capital Advisers and Trust Groups of M&T Bank;

| employees (including registered representatives) of a dealer which has a
selling group agreement with the Fund's distributor and consents to such
purchases;

| current and retired employees of any sub-adviser to the M&T Funds, Inc.;
and

| investors referred by any sub-adviser to the M&T Funds, Inc. Immediate
relatives include grandparents, parents, siblings, children, and
grandchildren of a qualified investor, and the spouse of any immediate
relative.

PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF MUTUAL FUND SHARES OR ANNUITIES
Investors may purchase Class A Shares of the Fund at net asset value, without a
sales charge, with the proceeds from either: (i) the redemption of shares of a
mutual fund which was sold with a sales charge or commission; or (ii) fixed or
variable rate annuities. The purchase must be made within 60 days of the
redemption, and M&T Bank's Mutual Fund Services must be notified by the investor
in writing, or by the investor's financial institution, at the time the purchase
is made, and must be presented satisfactory evidence of the redemption.
Redemptions of mutual fund shares that are subject to a contingent deferred
sales charge are not eligible to purchase Fund Shares under this method. The
distributor will uniformly and periodically offer to pay cash payments as
incentives to broker/dealers whose customers or clients purchase Shares of the
Fund under this "no-load" purchase provision. This payment will be made out of
the distributor's assets and not by the Corporation, the Fund or the Fund's
shareholders.

REDUCING OR ELIMINATING THE CONTINGENT DEFERRED SALES CHARGE-CLASS B SHARES
These reductions or eliminations are offered because: no sales commissions have
been advanced to the investment professional selling Shares; the shareholder has
already paid a Contingent Deferred Sales Charge (CDSC); or nominal sales efforts
are associated with the original purchase of Shares.

Upon notification to the Distributor or the Fund's transfer agent, no CDSC will
be imposed on redemptions:

| following the death or post-purchase disability, as defined in Section
72(m)(7) of the Internal Revenue Code of 1986, of the last surviving
shareholder;

| representing minimum required distributions from an Individual Retirement
Account or other retirement plan to a shareholder who has attained the age
of 70 1/2;

| of Shares that represent a reinvestment within 90 days of a previous
redemption;

| of Shares held by the Directors, employees, and sales representatives of
the Fund, the Adviser, the Distributor and their affiliates; employees of
any investment professional that sells Shares according to a sales
agreement with the Distributor; and the immediate family members of the
above persons;

| of Shares originally purchased through a bank trust department, a
registered investment adviser or retirement plans where the third party
administrator has entered into certain arrangements with the Distributor or
its affiliates, or any other investment professional, to the extent that no
payments were advanced for purchases made through these entities;

| which are involuntary redemptions processed by the Fund because the
accounts do not meet the minimum balance requirements; and

| which are qualifying redemptions of Class B Shares under a Systematic
Withdrawal Program.

HOW IS THE FUND SOLD?

Under the Distributor's Contract with the Fund, the Distributor (Federated
Securities Corp.) offers Shares on a continuous, best-efforts basis.

FRONT-END SALES CHARGE REALLOWANCES

The Distributor receives a front-end sales charge on Class A Share sales. The
Distributor generally pays up to 90% (and as much as 100%) of this charge to
investment professionals for sales and/or administrative services. Any payments
to investment professionals in excess of 90% of the front-end sales charge are
considered supplemental payments. The Distributor retains any portion not paid
to an investment professional.

RULE 12B-1 PLAN

As a compensation type plan, the Rule 12b-1 Plans are designed to pay the
Distributor (who may then pay investment professionals such as banks,
broker/dealers, trust departments of banks, and registered investment advisers)
for marketing activities (such as advertising, printing and distributing
prospectuses, and providing incentives to investment professionals) to promote
sales of Shares so that overall Fund assets are maintained or increased. This
helps the Fund achieve economies of scale, reduce per share expenses, and
provide cash for orderly portfolio management and Share redemptions. In
addition, the Fund's service providers that receive asset-based fees also
benefit from stable or increasing Fund assets.

The Fund may compensate the Distributor more or less than its actual marketing
expenses. In no event will the Fund pay for any expenses of the Distributor that
exceed the maximum Rule 12b-1 Plan fee.

For some classes of Shares, the maximum Rule 12b-1 Plan fee that can be paid in
any one year may not be sufficient to cover the marketing-related expenses the
Distributor has incurred. Therefore, it may take the Distributor a number of
years to recoup these expenses.

SHAREHOLDER SERVICES

The Fund may pay M&T Bank for providing shareholder services and maintaining
shareholder accounts. M&T Bank may select others to perform these services for
their customers and may pay them fees.

SUPPLEMENTAL PAYMENTS

Investment professionals (such as broker-dealers or banks) may be paid
significant amounts of fees out of the assets of the Distributor (these fees do
not come out of Fund assets). The Distributor may be reimbursed by the Adviser
or its affiliates.

Investment professionals receive such fees for providing distribution-related
and/or shareholder services, such as advertising, providing incentives to their
sales personnel, sponsoring other activities intended to promote sales, and
maintaining shareholder accounts. These payments may be based upon such factors
as the amount of Shares the investment professional sells or may sell; the
amount of client assets invested; and/or the type and nature of sales or
marketing support furnished by the investment professional.

EXCHANGING SECURITIES FOR SHARES

You may contact the Distributor to request a purchase of Shares in exchange for
securities you own. The Fund reserves the right to determine whether to accept
your securities and the minimum market value to accept. The Fund will value your
securities in the same manner as it values its assets. This exchange is treated
as a sale of your securities for federal tax purposes.

SUBACCOUNTING SERVICES

Certain investment professionals may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent may charge a fee based on the level of subaccounting services
rendered. Investment professionals holding Shares in a fiduciary, agency,
custodial, or similar capacity may charge or pass through subaccounting fees as
part of or in addition to normal trust or agency account fees. They may also
charge fees for other services that may be related to the ownership of Shares.
This information should, therefore, be read together with any agreement between
the customer and the investment professional about the services provided, the
fees charged for those services, and any restrictions and limitations imposed.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, they reserves the
right, as described below, to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.

Because the Fund has elected to be governed by Rule 18f-1 under the Investment
Company Act of 1940, the Fund is obligated to pay Share redemptions to any one
shareholder in cash only up to the lesser of $250,000 or 1% of the net assets
represented by such Share class during any 90-day period.

Any Share redemption payment greater than this amount will also be in cash
unless the Fund's Board determines that payment should be in kind. In such a
case, the Fund will pay all or a portion of the remainder of the redemption in
portfolio securities, valued in the same way as the Fund determines its NAV. The
portfolio securities will be selected in a manner that the Fund's Board deems
fair and equitable and, to the extent available, such securities will be readily
marketable.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving the portfolio securities and selling them before
their maturity could receive less than the redemption value of the securities
and could incur certain transaction costs.

ACCOUNT AND SHARE INFORMATION

VOTING RIGHTS

Each Share of the Fund gives the shareholder one vote in Director elections and
other matters submitted to shareholders for vote.

All Shares of the Corporation have equal voting rights, except that in matters
affecting only a particular Fund or class, only Shares of that Fund or class are
entitled to vote.

Directors may be removed by the Board or by shareholders at a special meeting. A
special meeting of shareholders will be called by the Board upon the written
request of shareholders who own at least 10% of the Corporation's outstanding
shares of all series entitled to vote.

As of ________, 2000, the following shareholders owned of record, beneficially,
or both, 5% or more of outstanding Shares:

[To be filed by amendment.]

Shareholders owning 25% or more of outstanding Shares may be in control and be
able to affect the outcome of certain matters presented for a vote of
shareholders.

TAX INFORMATION

FEDERAL INCOME TAX

The Fund intends to meet requirements of Subchapter M of the Internal Revenue
Code applicable to regulated investment companies. If these requirements are not
met, it will not receive special tax treatment and will pay federal income tax.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income earned and capital gains and losses realized by the
Corporation's other portfolios will be separate from those realized by the Fund.

WHO MANAGES AND PROVIDES SERVICES TO THE FUND?

BOARD OF DIRECTORS

The Board is responsible for managing the Corporation's business affairs and for
exercising all the Corporation's powers except those reserved for the
shareholders. Information about each Board member is provided below and includes
each person's: name, address, birthdate, present position(s) held with the
Corporation, principal occupations for the past five years and positions held
prior to the past five years, total compensation received as a Director from the
Corporation for its most recent fiscal year. The Corporation is comprised of ten
funds and is the only investment company in the Fund Complex.

- -------------------------------------------------------------- ------------
NAME TOTAL
BIRTH DATE COMPENSATION
ADDRESS PRINCIPAL OCCUPATIONS FROM
POSITION WITH FOR PAST FIVE YEARS CORPORATION
CORPORATION
- ---------------------
RANDALL I. BENDERSON President and Chief Operating Officer, $8,000
570 Delaware Avenue Benderson Development Company, Inc.
Buffalo, NY (construction).
Birth date: January
12, 1955

DIRECTOR

- -------------------------------------------------------------- ------------
JOSEPH J. CASTIGLIA Director, New York State Electric & $8,000
Roycroft Campus Gas Corp.; Sevenson Environmental
21 South Grove Services, Inc.; Blue Cross & Blue
Street, Suite 291 Shield of Western New York; and Former
East Aurora, NY President, Chief Executive Officer and
14052 Vice Chairman, Pratt & Lambert United,
Birth date: July Inc. (manufacturer of paints and
20, 1934 chemical specialties).

DIRECTOR

- ---------------------
- -------------------------------------------------------------- ------------
DANIEL R. GERNATT, President and CFO of Gernatt Asphalt $7,500
JR. Products, Inc.; Executive Vice
Richardson & Taylor President, Dan Gernatt Gravel
Hollow Roads Products, Inc.; Vice President,
Collins, NY Countryside Sand & Gravel, Inc.
Birth date: July
14, 1940

DIRECTOR

- -------------------------------------------------------------- ------------
GEORGE K. President, Brand Name Sales, Inc. $8,000
HAMBLETON, JR. (catalog showroom business);
670 Young Street President, Hambleton & Carr, Inc.
Tonawanda, NY (catalog showroom business).
Birth date:
February 8, 1933

DIRECTOR

- -------------------------------------------------------------- ------------
President, Executive Vice President $0
EDWARD C. GONZALES and Treasurer of other funds
Federated Investors distributed by Federated Securities
Tower Corp.; Vice Chairman, Federated
Pittsburgh, PA Investors, Inc.; Trustee, Federated
Birth date: October Administrative Services;
22, 1930 formerly: Trustee or Director of other
funds distributed by Federated
PRESIDENT AND Securities Corp.; CEO and Chaiman,
TREASURER Federated Administrative Services;
Vice President, Federated Investment
Management Company, Federated
Investment Counseling, Federated
Global Investment Management Corp. and
Passport Research, Ltd.; Director and
Executive Vice President, Federated
Securities Corp.; Director, Federated
Services Company; Trustee, Federated
Shareholder Services Company.

---
- --------------------- ---------------------------------------- ------------
BETH S. BRODERICK Vice President & Client Services $0
Federated Investors Officer, Mutual Fund Services
Tower Division, Federated Services Company.
Pittsburgh, PA
Birth date: August

2, 1965

VICE PRESIDENT AND
ASSISTANT TREASURER

- -------------------------------------------------------------- ------------
VICTOR R. SICLARI Senior Corporate Counsel and Vice $0
Federated Investors President, Federated Administrative
Tower Services; formerly Attorney, Morrison
Pittsburgh, PA & Foerster (law firm).
Birth date:
November 17, 1961

SECRETARY

- -------------------------------------------------------------- ------------

As of _____, 2000 the Fund's Board and Officers as a group owned less than 1% of
the Fund's outstanding Shares.

INVESTMENT ADVISER

The Adviser conducts investment research and makes investment decisions for the
Fund.

The Adviser shall not be liable to the Corporation or any Fund shareholder for
any losses that may be sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Corporation.

SUB-ADVISER

The Adviser has delegated daily management of the Fund to the sub-adviser,
Montag & Caldwell, Inc.

For its services under the Sub-Advisory Agreement, the sub-adviser receives an
allocable portion of the advisory fee the Adviser receives from the Fund. The
allocation is based on the amount of securities which the sub-adviser manages
for the Fund. This fee is paid by the Adviser out of the fees it receives and is
not a Fund expense. The sub-adviser is paid by the Adviser as follows:

SUB-ADVISORY FEE AVERAGE DAILY NET ASSETS OF
THE FUND

0.50% on the first $50 million
average daily net assets;
0.40% on the next $50 million
average daily net assets;
0.30% on the next $100 million
average daily net assets;
and,
0.20% on average daily net assets
over $200 million.

CODE OF ETHICS RESTRICTIONS ON PERSONAL TRADING

As required by SEC rules, the Fund, its Adviser, its subadviser and its
Distributor have adopted codes of ethics. These codes govern securities trading
activities of investment personnel, Fund Directors, and certain other employees.
Although they do permit these people to trade in securities, including those
that the Fund could buy, they also contain significant safeguards designed to
protect the Fund and its shareholders from abuses in this area, such as
requirements to obtain prior approval for, and to report, particular
transactions.

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. The Adviser and sub-adviser will generally use those who are recognized
dealers in specific portfolio instruments, except when a better price and
execution of the order can be obtained elsewhere. The Adviser and sub-adviser
may select brokers and dealers based on whether they also offer research
services (as described below). In selecting among firms believed to meet these
criteria, the Adviser and sub-adviser may give consideration to those firms
which have sold or are selling Shares of the Fund and other funds distributed by
the Distributor and its affiliates. The Adviser and sub-adviser makes decisions
on portfolio transactions and selects brokers and dealers subject to review by
the Fund's Board.

RESEARCH SERVICES

Research services may include advice as to the advisability of investing in
securities; security analysis and reports; economic studies; industry studies;
receipt of quotations for portfolio evaluations; and similar services. Research
services may be used by the Adviser or sub-adviser in advising other accounts.
To the extent that receipt of these services may replace services for which the
Adviser or sub-adviser or its affiliates might otherwise have paid, it would
tend to reduce their expenses. The Adviser or sub-adviser and its affiliates
exercise reasonable business judgment in selecting those brokers who offer
brokerage and research services to execute securities transactions. They
determine in good faith that commissions charged by such persons are reasonable
in relationship to the value of the brokerage and research services provided.

Investment decisions for the Fund are made independently from those of other
accounts managed by the Adviser. When the Fund and one or more of those accounts
invests in, or disposes of, the same security, available investments or
opportunities for sales will be allocated among the Fund and the account(s) in a
manner believed by the Adviser to be equitable. While the coordination and
ability to participate in volume transactions may benefit the Fund, it is
possible that this procedure could adversely impact the price paid or received
and/or the position obtained or disposed of by the Fund.

ADMINISTRATOR, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Administrative Services (FAS) provides the Fund with certain
administrative personnel and services necessary to operate the Fund. Federated
Services Company (FSC) and its affiliate, Federated Shareholder Services Company
(FSSC), a registered transfer agent, provide the Fund with certain financial,
administrative, transfer agency and fund accounting services. FAS, FSC and FSSC
are indirect wholly owned subsidiaries of Federated Investors, Inc. These
services are provided for an aggregate annual fee as specified below:

AVERAGE AGGREGATE DAILY NET

MAXIMUM ADMINISTRATIVE ASSETS OF THE VISION GROUP
FEE OF FUNDS, INC.
0.140% on the first $1.4 billion
0.100% on the next $750 million
0.070% on assets in excess of
$2.15 billion

CUSTODIAN

State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Fund. Foreign instruments purchased by the Fund are
held by foreign banks participating in a network coordinated by State Street
Bank.

INDEPENDENT AUDITORS

The independent auditor for the Fund, Ernst & Young LLP, plans and performs its
audit so it may provide an opinion as to whether the Fund's financial statements
and financial highlights are free of material misstatement.

HOW DOES THE FUND MEASURE PERFORMANCE?

The Fund may advertise Share performance by using the Securities and Exchange
Commission's (SEC) standard method for calculating performance applicable to all
mutual funds. The SEC also permits this standard performance information to be
accompanied by non-standard performance information.

Share performance reflects the effect of non-recurring charges, such as maximum
sales charges, which, if excluded, would increase the total return and yield.
The performance of Shares depends upon such variables as: portfolio quality;
average portfolio maturity; type and value of portfolio securities; changes in
interest rates; changes or differences in the Fund's or any class of Shares'
expenses; and various other factors.

Share performance fluctuates on a daily basis largely because net earnings
fluctuate daily. Both net earnings and offering price per Share are factors in
the computation of yield and total return.

TOTAL RETURN

Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.

The average annual total return for Shares is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of Shares owned at the end of the period by
the NAV per Share at the end of the period. The number of Shares owned at the
end of the period is based on the number of Shares purchased at the beginning of
the period with $1,000, less any applicable sales charge, adjusted over the
period by any additional Shares, assuming the annual reinvestment of all
dividends and distributions.

When Shares of a Fund are in existence for less than a year, the Fund may
advertise cumulative total return for that specific period of time, rather than
annualizing the total return.

YIELD

The yield of Shares of the Fund is calculated by dividing: (i) the net
investment income per Share earned by the Shares over a 30-day period; by (ii)
the maximum offering price per Share on the last day of the period. This number
is then annualized using semi-annual compounding. This means that the amount of
income generated during the 30-day period is assumed to be generated each month
over a 12-month period and is reinvested every six months. The yield does not
necessarily reflect income actually earned by Shares because of certain
adjustments required by the SEC and, therefore, may not correlate to the
dividends or other distributions paid to shareholders.

To the extent investment professionals and broker/dealers charge fees in
connection with services provided in conjunction with an investment in Shares,
the Share performance is lower for shareholders paying those fees.

PERFORMANCE COMPARISONS

Advertising and sales literature may include:

| references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;

| charts, graphs and illustrations using the Fund's returns, or returns in
general, that demonstrate investment concepts such as tax-deferred
compounding, dollar-cost averaging and systematic investment;

| discussions of economic, financial and political developments and their
impact on the securities market, including the portfolio manager's views on
how such developments could impact the Fund; and

| information about the mutual fund industry from sources such as the
Investment Company Institute.

The Fund may compare its performance, or performance for the types of securities
in which it invests, to a variety of other investments, including federally
insured bank products such as bank savings accounts, certificates of deposit,
and Treasury bills.

The Fund may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

You may use financial publications and/or indices to obtain a more complete view
of Share performance. When comparing performance, you should consider all
relevant factors such as the composition of the index used, prevailing market
conditions, portfolio compositions of other funds, and methods used to value
portfolio securities and compute offering price. The financial publications
and/or indices which the Fund uses in advertising may include:

| LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes
the reinvestment of all capital gains distributions and income dividends
and takes into account any change in net asset value over a specific period
of time.

| DOW JONES INDUSTRIAL AVERAGE ("DJIA") represents share prices of selected
blue chip industrial corporations. The DJIA indicates daily changes in the
average price of stock of these corporations. Because it represents the top
corporations of America, the DJIA index is a leading economic indicator for
the stock market as a whole.

| MORNINGSTAR, INC., an independent rating service, is the publisher of the
bi-weekly MUTUAL FUND VALUES. MUTUAL FUND VALUES rates more than l,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for
two weeks.

| STANDARD & POOR'S DAILY STOCK PRICE INDICES of 500 and 400 Common Stocks
are composite indices of common stocks in industry, transportation, and
financial and public utility companies that can be used to compare to the
total returns of funds whose portfolios are invested primarily in common
stocks. In addition, the Standard & Poor's indices assume reinvestment of
all dividends paid by stocks listed in its indices. Taxes due on any of
these distributions are not included, nor are brokerage or other fees
calculated in the Standard & Poor's figures.

| CONSUMER PRICE INDEX is generally considered to be a measure of inflation.

| NEW YORK STOCK EXCHANGE COMPOSITE INDEX is a market value weighted index
which relates all NYSE stocks to an aggregate market value as of December
31, 1965, adjusted for capitalization changes.

| VALUE LINE COMPOSITE INDEX consists of approximately 1,700 common equity
securities. It is based on a geometric average of relative price changes of
the component stocks and does not include income.

MUTUAL FUND MARKET

Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $5 trillion to the more than 7,300 funds available according
to the Investment Company Institute.

INVESTMENT RATINGS

STANDARD AND POOR'S
LONG-TERM DEBT RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher-rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.

BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

CCC--Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.

C--The rating C typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

COMMERCIAL PAPER (CP) RATINGS

An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.

A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

SHORT-TERM MUNICIPAL OBLIGATION RATINGS

A Standard & Poor's (S&P) note rating reflects the liquidity concerns and market
access risks unique to notes.

SP-1--Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
sign (+) designation.

SP-2--Satisfactory capacity to pay principal and interest.

VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS S&P
assigns dual ratings to all long-term debt issues that have as part of their
provisions a variable rate demand feature. The first rating (long-term rating)
addresses the likelihood of repayment of principal and interest when due, and
the second rating (short-term rating) describes the demand characteristics.
Several examples are AAA/A-1+, AA/A-1+, A/A-1. (The definitions for the
long-term and the short-term ratings are provided below.)

MOODY'S INVESTORS SERVICE, INC.
LONG-TERM BOND RATING DEFINITIONS

AAA--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as gilt
edged. Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

BAA--Bonds which are rated Baa are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA--Bonds which are Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest-rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

COMMERCIAL PAPER RATINGS

P-1--Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics: leading
market positions in well established industries, high rates of return on funds
employed, conservative capitalization structure with moderate reliance on debt
and ample asset protection, broad margins in earning coverage of fixed financial
charges and high internal cash generation, well-established access to a range of
financial markets and assured sources of alternate liquidity.

P-2--Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

SHORT-TERM MUNICIPAL OBLIGATION RATINGS

Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG). (See below.) The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the relative
investment qualities of short-term obligations may be evaluated.

MIG1--This designation denotes best quality. There is present strong protection
by established cash flows, superior liquidity support or demonstrated broad
based access to the market for refinancing.

MIG2--This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.

VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the use
of the VMIG symbol to reflect such characteristics as payment upon periodic
demand rather than fixed maturity dates and payment relying on external
liquidity. In this case, two ratings are usually assigned, (for example,
Aaa/VMIG-1); the first representing an evaluation of the degree of risk
associated with scheduled principal and interest payments, and the second
representing an evaluation of the degree of risk associated with the demand
feature. The VMIG rating can be assigned a 1 or 2 designation using the same
definitions described above for the MIG rating.

FITCH IBCA, INC./FITCH INVESTORS SERVICE, L.P.
LONG-TERM DEBT RATING DEFINITIONS

AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are imminent default in payment of interest or principal.

SHORT-TERM DEBT RATING DEFINITIONS

F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance for timely payment, only slightly less in degree than issues rated
F-1+.

F-2--Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not as great
as for issues assigned F-1+ and F-1 ratings.

COMMERCIAL PAPER RATING DEFINITIONS

FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

LONG-TERM DEBT RATINGS

NR--Indicates that both the bonds and the obligor or credit enhancer are not
currently rated by S&P or Moody's with respect to short-term indebtedness.
However, management considers them to be of comparable quality to securities
rated A-1 or P-1.

NR(1)--The underlying issuer/obligor/guarantor has other outstanding debt rated
AAA by S&P or Aaa by Moody's.

NR(2)--The underlying issuer/obligor/guarantor has other outstanding debt rated
AA by S&P or Aa by Moody's.

NR(3)--The underlying issuer/obligor/guarantor has other outstanding debt rated
A by S&P or Moody's.

OTHER CONSIDERATIONS

Among the factors considered by Moody's in assigning bond, note and commercial
paper ratings are the following: (i) evaluation of the management of the issuer;
(ii) economic evaluation of the issuer's industry or industries and an appraisal
of speculative-type risks which may be inherent in certain areas; (iii)
evaluation of the issuer's products in relation to competition and customer
acceptance; (iv) liquidity; (v) amount and quality of long-term debt; (vi) trend
of earnings over a period of 10 years; (vii) financial strength of a parent
company and the relationships which exist with the issuer; and (viii)
recognition by management of obligations which may be present or may arise as a
result of public interest questions and preparations to meet such obligations.

Among the factors considered by S&P in assigning bond, note and commercial paper
ratings are the following: (i) trend of earnings and cash flow with allowances
made for unusual circumstances, (ii) stability of the issuer's industry, (iii)
the issuer's relative strength and position within the industry and (iv) the
reliability and quality of management.

ADDRESSES

VISION LARGE CAP GROWTH FUND

Class A Shares and Class B Shares

INVESTMENT ADVISER

Manufacturers and Traders Trust Company
One M&T Plaza

Buffalo, NY 14203

SUB-ADVISER
Montag & Caldwell, Inc.
3455 Peachtree Road, N.E.
Suite 1200
Atlanta, GA 30326-3248

ADMINISTRATOR

Federated Administrative Services
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779

DISTRIBUTOR
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600

INDEPENDENT AUDITORS

Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072

CUSTODIAN

State Street Bank and Trust Company
P.O. Box 8609
Boston, MA 02266-8609

PART C. OTHER INFORMATION.
Item 23.
(a) (i) Conformed copy of Amended Articles of Incorporation of the
Registrant; 21
(ii) Conformed copy of Articles Supplementary; 8
(iii) Conformed copy of Articles Supplementary dated May 29, 1996; 15
(iv) Conformed copy of Articles Supplementary dated April 20, 1998; 21
(v) Conformed Copy of Articles of Amendment effective June 1, 1999; 25
(vi) Conformed Copy of Articles Supplementary effective June 1, 1999; 25

(b) (i) Copy of By-Laws of the Registrant; 11
(ii) Copy of Amendment No. 1 to Bylaws; 21
(c) (i) Copy of Specimen Certificate for Shares of Capital Stock of the
Registrant; 8
(ii) Copy of Specimen Certificate for Shares of Capital Stock of the
Vision Capital Appreciation Fund; 15
(d) (i) Conformed copy of Investment Advisory Contract of the Registrant; 9
(ii) Conformed copy of Sub-advisory Agreement for the Vision New York
Tax-Free Money Market Fund; 23
(iii) Conformed copy of Exhibit B to Investment Advisory
Contract; 14
(iv) Conformed copy of Exhibit C to Investment Advisory Contract;
19 (v) Conformed copy of Investment Advisory Contract for the Vision New York
Tax-Free Money Market Fund including Exhibit A; 23

+ All Exhibits have been filed electronically.

8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed September 3, l993. (File Nos. 33-20673
and 811-5514)

9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed December 27, 1993 (File Nos. 33-20673
and 811-5514)

11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 on Form N-1A filed June 27, 1994. (File Nos. 33-20673 and
811-5514)

14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 on Form N-1A filed June 27, 1996. (File Nos. 33-20673 and
811-5514)

15. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 24 on Form N-1A filed December 20, 1996. (File Nos. 33-20673
and 811-5514)

19. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 29 on Form N-1A filed September 24, 1997 (File Nos. 33-20673
and 811-5514)

21. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 31 on Form N-1A filed April 22, 1998 (File Nos. 33-20673 and
811-5514)

23. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 34 on Form N-1A filed March 12, 1999, (File Nos. 33-20673 and
811-5514)

25. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 37 on Form N-1A filed June 23, 1999, (File Nos. 33-20673 and
811-5514)

(vi) Conformed copy of Exhibit D to the Investment Advisory
Contract; +

(vii) Conformed copy of Exhibit E to the Investment Advisory Contract; +
(viii) Conformed copy of Assignment of Sub-Advisory Agreement for Vision
New York Tax-Free Money Market Fund; +
(ix) Conformed copy of Subadvisory Agreement for the Vision Mid Cap Stock
Fund; +
(x) Form of Subadvisory Agreement for the Vision Large Cap Growth Fund. +
(e) (i) Conformed copy of Distributor's Contract of the Registrant;
9
(ii) Conformed copy of Exhibit C to Distributor's Contract;
14
(iii) Conformed copy of Exhibit D to the Distributor's Contract; 20

(iv) Conformed copy of Exhibit E to the Distributor's Contract; 22
(v) Conformed Copy of Exhibit F to the Distributor's Contract; 25
(vi) Conformed Copy of Exhibits G & H to the Distributor's Contract; 26
(vii) Conformed copy of Administrative Services Agreement of the
Registrant; 9
(viii) Conformed copy of Shareholder Services Plan of Registrant; 9
(ix) Conformed copy of Exhibit A to Amended and Restated Shareholder
Services Plan; 22
(x) Conformed copy of Amendment #2 to Exhibit A to Amended and Restated
Shareholder Services Plan; 26
(xi) Conformed copy of Amended and Restated Shareholder Services
Agreement; 13

(xii) Copy of Amendment No. 1 to Exhibit A to Shareholder Services
Agreement; 14
(xiii) Conformed Copy of Amendment No. 2 to Exhibit A to
Shareholder Services Agreement; +
(xiv) Conformed copy of Amendment No. 1 to Exhibit A to Amended and
Restated Shareholder Services Plan; 24
(xv) Conformed copy of Amendment No. 3 to Exhibit A to
Shareholder Services Agreement; +
(xvi) Conformed copy of Amendment No. 4 to Exhibit A to Shareholder Services
Agreement; +
(xvii) Conformed copy of Exhibit I to the Distributor's Contract; +
(xviii) Conformed copy of Amendment No. 3 to Exhibit A to
Amended and Restated Shareholder Services Plan. +
(f) Not applicable;

+ All Exhibits have been filed electronically.

9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed December 27, 1993 (File Nos. 33-20673
and 811-5514)

13. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 on Form N-1A filed May 3, 1996. (File Nos. 33-20673 and
811-5514)

14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 on Form N-1A filed June 27, 1996. (File Nos. 33-20673 and
811-5514)

20. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed December 22, 1997. (File Nos. 33-20673
and 811-5514)

22. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 32 on Form N-1A filed July 8, 1998. (File Nos. 33-20673 and
811-5514)

24. Response is incorporated by reference to Registrant' Post-Effective
Amendment No. 36 on Form N-1A filed June 11, 1999, (File Nos. 33-20673 and
811-5514)

25. Response is incorporated by reference to Registrant' Post-Effective
Amendment No. 37 on Form N-1A filed June 23, 1999, (File Nos. 33-20673 and
811-5514)

26. Response is incorporated by reference to Registrant' Post-Effective
Amendment No. 38 on Form N-1A filed August 20, 1999, (File Nos. 33- 20673
and 811-5514)

(g) (i) Conformed copy of Custodian Agreement of the Registrant; 12
(ii) Copy of Amendment No. 2 to Exhibit A to Custodian Contract; 14
(iii) Copy of Amendment No. 3 to Exhibit A to Custodian Contract; 18
(iv) Conformed copy of State Street Domestic Custody Fee Schedule; 20
(v) Conformed copy of Amendment No. 4 to Exhibit A to Custodian
Contract; 25
(vi) Conformed copy of Amendment No. 5 to Exhibit A to Custodian
Contract; 26
(h) (i) Conformed copy of Agreement for Fund Accounting Services and
Transfer Agency Services; 16
(ii) Copy of Exhibit 1 to Agreement for Fund Accounting Services and
Transfer Agency Services; 18
(iii) Conformed copy of Amendment to Administrative Services Agreement
and the Agreement for Fund Accounting Services and Transfer Agency
Services; 20
(iv) Conformed copy of Amendment No. 1 to Exhibit 1 to Agreement for
Fund Accounting Services and Transfer Agency Services; 22
(v) Conformed copy of Amendment #2 to Exhibit 1 to the
Agreement for Fund Accounting Services and Transfer
Agency Services; 24

(vi) Conformed copy of Amendment #3 to Exhibit 1 to the
Agreement for Fund Accounting Services and Transfer
Agency Services; 26

(vii) Conformed copy of Recordkeeping Agreement including exhibits A-C; 23
(viii) Conformed copy of Amendment #1 to Exhibit A to the Recordkeeping

Agreement; +
(ix) Conformed copy of Sub-Transfer Agency Agreement; 23
(x) Conformed copy of Amendment No. 1 to Exhibit A of the Sub-Transfer Agency
Agreement; 26
(xi) Conformed copy of Amendment No. 2 to Exhibit A to the Recordkeeping
Agreement; 27

(xii) Conformed copy of Amendment No. 4 to Exhibit 1 to the Agreement for Fund
Accounting Services and Transfer Agency Services. +
- ----------------------------------
+ All Exhibits have been filed electronically.

12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 20 on Form N-1A filed June 26, 1995. (File Nos. 33-20673 and
811-5514)

14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 on Form N-1A filed June 27, 1996. (File Nos. 33-20673 and
811-5514)

16. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 26 on Form N-1A filed June 20, 1997. (File Nos. 33-20673 and
811-5514)

18. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed August 6, 1997. (File Nos. 33-20673 and
811-5514)

20. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed December 22, 1997. (File Nos. 33-20673
and 811-5514)

22. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 32 on Form N-1A filed July 8, 1998. (File Nos. 33-20673 and
811-5514)

23. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 34 on Form N-1A filed March 12, 1999, (File Nos. 33-20673 and
811-5514)

24. Response is incorporated by reference to Registrant' Post-Effective
Amendment No. 36 on Form N-1A filed June 11, 1999, (File Nos. 33-20673 and
811-5514)

25. Response is incorporated by reference to Registrant' Post-Effective
Amendment No. 37 on Form N-1A filed June 23, 1999, (File Nos. 33-20673 and
811-5514)

26. Response is incorporated by reference to Registrant' Post-Effective
Amendment No. 38 on Form N-1A filed August 20, 1999, (File Nos. 33-20673
and 811-5514)

27. Response is incorporated by reference to Registrant' Post-Effective
Amendment No. 39 on Form N-1A filed October 21, 1999, (File Nos. 33-20673
and 811-5514)

(i) Conformed copy of Opinion and Consent of Counsel as to legality of
shares being registered; 11
(j) Not applicable;
(k) Not applicable;
(l) Conformed copy of Initial Capital Understanding; 11
(m) (i)Copy of Rule 12b-1 Plan; 7
(ii) Conformed copy of 12b-1 Plan for Class B Shares and
Exhibit A; 26
(iii) Conformed copy of Exhibit B to Rule 12b-1 Plan; 14 (iv)
Conformed copy of Exhibit C to Rule 12b-1 Plan; 20
(v)Conformed copy of Exhibit D to Rule 12b-1 Agreement;22 (vi)
Copy of Rule 12b-1 Agreement; 7 (vii) Copy of Exhibit B to
Rule 12b-1 Agreement; 14 (viii) Copy of Exhibit C to Rule
12b-1 Agreement; 18 (ix)Amended and Restated Plan with
conformed copy of Exhibit D; 22

(x) Copy of Dealer (Sales) Agreement; 7 (xi) Conformed copy of Exhibit E to Rule
12b-1 Plan; 24 (xii) Conformed copy of Exhibit F to Rule 12b-1 Plan; 26

(xiii) Conformed copy of Exhibit B to the Class B Shares Rule 12b-1 Plan; +
(n) Not Applicable.
(o) (i) Conformed copy of the Registrant's Multiple
Class Plan with conformed copies of Exhibits A and B;22 (ii) Conformed copy of
Exhibit C to the Multiple Class Plan; 26 (iii) Conformed copy of Exhibit D to
the Multiple Class Plan; +

(p) Conformed copy of Power of Attorney; 14

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
--------------------------------------------------------------
None

- ----------------------------------
+ All Exhibits have been filed electronically.

7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed June 17, 1993. (File Nos. 33-20673 and
811-5514)

11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 on Form N-1A filed June 27, 1994. (File Nos. 33-20673 and
811-5514)

14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 on Form N-1A filed June 27, 1996. (File Nos. 33-20673 and
811-5514)

18. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed August 6, 1997. (File Nos. 33-20673 and
811-5514)

20. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed December 22, 1997. (File Nos. 33-20673
and 811-5514)

22. ..Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 32 on Form N-1A filed July 8, 1998. (File Nos. 33-20673 and
811-5514)

24. Response is incorporated by reference to Registrant' Post-Effective
Amendment No. 36 on Form N-1A filed June 11, 1999, (File Nos. 33-20673 and
811-5514)

26. Response is incorporated by reference to Registrant' Post-Effective
Amendment No. 38 on Form N-1A filed August 20, 1999, (File Nos. 33- 20673
and 811-5514)

Item 25. INDEMNIFICATION: 7
----------------

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
-----------------------------------------------------

(a) Manufacturers & Traders Trust Company ("M&T Bank") performs
investment advisory services for the Registrant. M&T Bank is the
principal banking subsidiary of M&T Bank Corporation, a $20.6
billion bank holding company, as of December 31, 1998, headquartered
in Buffalo, New York. As of December 31, 1998, M&T Bank had over 247
offices throughout New York State and Pennsylvania, and an office in
Nassau, The Bahamas.

M&T Bank was founded in 1856 and provides comprehensive banking and
financial services to individuals, governmental entities and
businesses throughout western New York and Pennsylvania. As of
December 31, 1998, M&T Bank had over $4.5 billion in assets under
management for which it has investment discretion (which includes
employee benefits, personal trusts, estates, agencies and other
accounts). As of December 3l, 1998, M&T Bank managed $1.51 billion
in VISION money market mutual fund assets and $317.9 million in net
assets of fluctuating mutual funds. Except for Vision Group of
Funds, Inc., M&T Bank does not presently provide investment advisory
services to any other registered investment companies.

The principal executive Officers and the Directors of M&T Bank are
set forth in the following tables. Unless otherwise noted, the
position listed under Other Substantial Business, Profession,
Vocation or Employment is with M&T Bank.

(b)
Other Substantial
<TABLE>
<CAPTION>
<S> <C> <C>
Position with Business, Profession,
NAME THE ADVISER VOCATION OR EMPLOYMENT
- ------------------ ------------- ----------------------

William F. Allyn Director President, Welch Allyn, Inc.
P.O. Box 50
Skaneateles Falls, NY 13153-0050

Brent D. Baird Director Private Investor
1350 One M&T Plaza
Buffalo, NY 14203-2396

Robert J. Bennett Director and Chairman, M&T Bank
P.O. Box 4983 Executive Officer Corporation and Vice
Syracuse, NY 13221-4983 Chairman, M&T Bank

C. Angela Bontempo Director President, Bontempo &
207 Commerce Drive Associates, LLC
Amherst, NY 14228-2302

Robert T. Brady Director Chairman, President and
East Aurora, NY 14052-0018 Chief Executive Officer,
Moog Inc.

Emerson L. Brumback Executive Officer Executive Vice
One M&T Plaza, 19th Floor President, M&T Bank
Buffalo, NY 14203-2396 Corporation and
M&T Bank

- ---------------------

7. Response is incorporated by reference to Registrant's Post-Effective Amendment No. 9
on Form N-1A filed June 17, 1993. (File Nos. 33-20673 and 811-5514)

Atwood Collins, III Executive Officer Executive Vice
350 Park Avenue President, and
6th Floor President and Chief
New York, NY 10022-6022 Executive Officer, New
York City Division
of Manufacturers and

Traders Trust Company;
and Executive Vice
President, M&T Bank
Corporation

Mark J. Czarnecki Executive Officer Executive Vice
One M&T Plaza President,
9th Floor Manufacturers and
Buffalo, NY 14203-2399 Traders Trust Company

Richard E. Garman Director President and Chief
2544 Clinton Street Executive Officer,
Buffalo, NY 14224-1092 A.B.C. Paving Co., Inc.
and Buffalo Crushed Stone, Inc.

James V. Glynn Director President,
151 Buffalo Avenue Maid of the Mist
Suite 204 Corporation
Niagara Falls, NY 14303-1288
Brian E. Hickey Executive Officer Executive Vice President
255 East Avenue and President, Rochester
3rd Floor Division-Manufacturers
Rochester, NY 14604-2624 and Traders Trust
Company; and Executive
Vice President,
M&T Bank Corporation

Patrick W.E. Hodgson Director President, Cinnamon
60 Bedford Road Investments Limited
2nd Floor
Toronto, Ontario
Canada M5R2K2

James L. Hoffman Executive Officer Executive Vice President
700 Corporate Blvd. and President, Hudson
Suite 701 Valley Division-Newburgh, NY
12550-6046 Manufacturers
and Traders Trust

Company; and

Executive Vice

President, M&T Bank Corporation

Samuel T. Hubbard, Jr. Director President & Chief
1059 West Ridge Road Executive Officer, The
Rochester, NY 14615-2731 Alling & Cory
Company

Robert J. Irwin Advisory Director Chairman and Chief
Executive Officer,
Ellicott Station ASA Limited
P.O. Box 1210
Buffalo, NY 14205-1210

Russell A. King Director Retired Partner and
4910 Red Pine Road Chief Executive Officer,
Manlius, NY 13104-1314 King & King Architects,
Inc.

Adam C. Kugler Executive Officer Executive Vice President 350 Park
Avenue and Treasurer, M&T Bank
6th Floor Corporation and M&T Bank
New York, NY 10022-6022

Wilfred J. Larson Director Retired President and
200 Bahia Point Chief Executive Officer,
Naples, FL 34103-4368 Westwood-Squibb
Pharmaceuticals Inc.

Peter J. O'Donnell, Jr. Director President, Pine Tree
675 Highland Avenue Management Corporation
Clark Green, PA 18411-2502

Jorge G. Pereira Director Vice Chairman of the
350 Park Avenue Board, M&T Bank
6th Floor Corporation and
New York, NY 10022-6022 Manufacturers and
Traders Trust Company

John L. Pett Executive Officer Executive Vice President
One Fountain Plaza and Chief Credit
9th Floor Officer,
Buffalo, NY 14203-1495 Manufacturers and
Traders Trust Company

and M&T Bank Corporation

Michael P. Pinto Executive Officer Executive Vice President
One M&T Plaza and Chief Financial
19th Floor Officer, Manufacturers
Buffalo, NY 14203-2399 and Traders Trust
Company and M&T Bank
Corporation

Melinda R. Rich Director President,
P.O. Box 245 Rich Entertainment
Buffalo, NY 14240-0245 Group

Robert E. Sadler, Jr. Director and President, Manufacturers
One M&T Plaza Executive Officer and Traders Trust
19th Floor Company and
Buffalo, NY 14203-2399 Executive Vice
President, M&T Bank
Corporation

John L. Vensel Director Chairman and Chief Executive
P.O. Box 977 Officer, Crucible Materials
Syracuse, NY 13201-0977 Corporation

Herbert L. Washington Director President,
3280 Monroe Avenue H.L.W. Fast Track, Inc.
Rochester, NY 14618-4608

John L. Wehle, Jr. Director Chairman of the
445 St. Paul Street Board, President and
Rochester, NY 14605-1775 Chief Executive
Officer, Genessee
Corporation

Robert G. Wilmers Director and President and Chief
One M&T Plaza Executive Officer Executive Officer,
19th Floor M&T Bank Corporation;
Buffalo, NY 14203-2399 and Chairman of the
Board and Chief Executive Officer,
Manufacturers and Traders Trust Company

</TABLE>

Item 27. PRINCIPAL UNDERWRITERS:
-----------------------

(a) Federated Securities Corp. the Distributor for shares of the Registrant,
acts as principal underwriter for the following open-end investment
companies, including the Registrant:

Cash Trust Series II; Cash Trust Series, Inc.; CCB Funds; Edward D. Jones &
Co. Daily Passport Cash Trust; Federated Adjustable Rate U.S. Government Fund,
Inc.; Federated American Leaders Fund, Inc.; Federated ARMs Fund; Federated Core
Trust; Federated Equity Funds; Federated Equity Income Fund, Inc.; Federated
Fixed Income Securities, Inc.; Federated Fund for U.S. Government Securities,
Inc.; Federated GNMA Trust; Federated Government Income Securities, Inc.;
Federated High Income Bond Fund, Inc.; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Insurance Series; Federated Investment
Series Funds, Inc.; Federated Managed Allocation Portfolios; Federated Municipal
Opportunities Fund, Inc.; Federated Municipal Securities Fund, Inc.; Federated
Municipal Securities Income Trust; Federated Short-Term Municipal Trust;
Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated Tax-Free
Trust; Federated Total Return Series, Inc.; Federated U.S. Government Bond Fund;
Federated U.S. Government Securities Fund: 1-3 Years; Federated U.S. Government
Securities Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10
Years; Federated Utility Fund, Inc.; FirstMerit Funds; Hibernia Funds;
Independence One Mutual Funds; Intermediate Municipal Trust; International
Series, Inc.; Marshall Funds, Inc.; Money Market Obligations Trust; Regions
Funds; RIGGS Funds; SouthTrust Funds; Tax-Free Instruments Trust; The Wachovia
Funds; The Wachovia Municipal Funds; Vision Group of Funds, Inc.; and World
Investment Series, Inc.;

(b)

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT

Richard B. Fisher Chairman, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Arthur L. Cherry Director, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John B. Fisher President-Institutional Sales --
Federated Investors Tower and Director,
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas R. Donahue Director, Assistant Secretary --
Federated Investors Tower and Treasurer,
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz President-Broker/Dealer and --
Federated Investors Tower Director,
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779

David M. Taylor Executive Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Richard W. Boyd Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Laura M. Deger Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Ronald M. Petnuch Senior Vice President,
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Ernest G. Anderson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Teresa M. Antoszyk Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Matthew W. Brown Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

David J. Callahan Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark Carroll Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Steven R. Cohen Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

R. Leonard Corton, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

G. Michael Cullen Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Marc C. Danile Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Robert J. Deuberry Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

William C. Doyle Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark A. Gessner Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John K. Goettlicher Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Craig S. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

G. Tad Gullickson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Dayna C. Haferkamp Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Bruce E. Hastings Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

James E. Hickey Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Charlene H. Jennings Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

H. Joseph Kennedy Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael W. Koenig Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Dennis M. Laffey Vice President,
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Christopher A. Layton Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael H. Liss Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael R. Manning Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Amy Michalisyn Vice President,
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Richard C. Mihm Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Alec H. Neilly Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Thomas A. Peter III Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Richard A. Recker Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John Rogers Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Brian S. Ronayne Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Thomas S. Schinabeck Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Larry Sebbens Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward J. Segura Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward L. Smith Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John A. Staley Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Colin B. Starks Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Miles J. Wallace Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward J. Wojnarowski Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael P. Wolff Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Robert W. Bauman Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward R. Bozek Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Beth C. Dell Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Donald C. Edwards Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

David L. Immonen Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John T. Glickson Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Renee L. Martin Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Kirk A. Montgomery Secretary, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Timothy S. Johnson Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Victor R. Siclari Assistant Secretary, Secretary
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Denis McAuley III Assistant Treasurer, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Item 28. LOCATION OF ACCOUNTS AND RECORDS:
---------------------------------

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

Vision Group of Funds, Inc. Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779

(Notices should be sent to the Agent for Service at the above address)
5800 Corporate Drive,
Pittsburgh, Pennsylvania 15237-7010

Federated Shareholder P.O. Box 8600
Services Company Boston, Massachusetts 02266-8600
("Transfer Agent, Dividend
Disbursing Agent")

Federated Administrative Services Federated Investors Tower
("Administrator") 1001 Libery Avenue
Pittsburgh, Pennsylvania 15222-3779

Manufacturers and Traders Trust One M&T Plaza
Company Buffalo, New York 14240
("Adviser")

Federated Investment Management Company Federated Investors Tower
("Sub-Adviser" to the Vision New 1001 Liberty Avenue
York Tax-Free Money Market Fund only) Pittsburgh, Pennsylvania 15222-3779

Independence Investment Associates, Inc. 53 State Street
("Sub-Adviser" to the Vision Mid Cap Boston, Massachusetts 02109
Stock Fund only)

Montag & Caldwell, Inc. 3455 Peachtree Road, N.E.
("Sub-Adviser" to the Vision Large Suite 1200
Cap Growth Fund only) Atlanta, GA 30326-3248

State Street Bank and Trust Company P.O. Box 8609
("Custodian") Boston, Massachusetts 02266-8609

Item 29. MANAGEMENT SERVICES: Not applicable.
--------------------

Item 30. UNDERTAKINGS:
-------------

Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees/Directors and the calling of special shareholder meetings
by shareholders.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, VISION GROUP OF FUNDS, INC., has
duly caused this Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Pittsburgh
and Commonwealth of Pennsylvania, on the 29th day of February, 2000.

VISION GROUP OF FUNDS, INC.

BY: /s/Victor R. Siclari

Victor R. Siclari, Secretary
Attorney in Fact for Edward C. Gonzales

February 29, 2000

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following person in
the capacity and on the date indicated:

NAME TITLE DATE
---- ----- ----

By: /s/ Victor R. Siclari

Victor R. Siclari Attorney In Fact February 29, 2000
SECRETARY For the Persons
Listed Below

NAME TITLE

Edward C. Gonzales* President and Treasurer
(Chief Executive Officer
and Principal Financial and
Accounting Officer)

Randall I. Benderson* Director

Joseph J. Castiglia* Director

Daniel R. Gernatt, Jr.* Director

George K. Hambleton, Jr.* Director

* By Power of Attorney

Exhibit (d)(vi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

EXHIBIT D

to the

Investment Advisory Contract

between Manufacturer's and Traders Trust Company

and Vision Group of Funds, Inc.

dated June 1, 1993

VISION LARGE CAP GROWTH FUND

For all services rendered by Adviser hereunder, the above-named Fund of
the Corporation shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment advisory
fee equal to .85 of 1% of the average daily net assets of the Fund.

The portion of the fee based upon the average daily net assets of the Fund
shall be accrued at the rate of 1/365th of .85 of 1% applied to the daily net
assets of the Fund.

The advisory fee so accrued shall be paid to Adviser at least monthly.

Witness the due execution hereof this 1st day of June, 1999.

MANUFACTURERS AND TRADERS
TRUST COMPANY

By: /S/ KENNETH G. THOMPSON

Name: Kenneth G. Thompson
Title: Vice President

VISION GROUP OF FUNDS, INC.

By: /S/ BETH S. BRODERICK

Name: Beth S. Broderick
Title: Vice President

Exhibit (d)(vii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

EXHIBIT E

to the

Investment Advisory Contract

between Manufacturer's and Traders Trust Company

and Vision Group of Funds, Inc.

dated June 1, 1993

VISION MID CAP STOCK FUND

The portion of the fee based upon the average daily net assets of the Fund
shall be accrued at the rate of 1/365th of .85 of 1% applied to the daily net
assets of the Fund.

The advisory fee so accrued shall be paid to Adviser at least monthly.

Witness the due execution hereof this 1st day of July, 1999.

MANUFACTURERS AND TRADERS
TRUST COMPANY

By: /S/ KENNETH G. THOMPSON

Name: Kenneth G. Thompson
Title: Vice President

VISION GROUP OF FUNDS, INC.

By: /S/ BETH S. BRODERICK

Name: Beth S. Broderick
Title: Vice President

Exhibit (e)(xvii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K

Exhibit I

to the

Distributor's Contract

VISION GROUP OF FUNDS, INC.

VISION LARGE CAP GROWTH FUND

VISION LARGE CAP VALUE FUND

(formerly: Vision Equity Income Fund)

CLASS B SHARES

The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 1st day of June, 1993, between VISION GROUP OF
FUNDS, INC. and FEDERATED SECURITIES CORP. with respect to Classes of the Funds
set forth above.

1. The Corporation hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Classes ("Shares").
Pursuant to this appointment, FSC is authorized to select a group of
Broker/Dealers or Financial Institutions ("Institutions") to sell Shares at the
current offering price thereof as described and set forth in the respective
prospectuses of the Corporation, and to render sales related services to the
Corporation and its shareholders.

2. During the term of this Agreement, the Corporation will pay FSC for
services pursuant to this Agreement, a monthly fee computed at the annual rate
of .75 of 1% of the average aggregate net asset value of the Class A Shares of
the Vision Large Cap Growth Fund and Vision Large Cap Value Fund held during the
month. For the month in which this Agreement becomes effective or terminates,
there shall be an appropriate proration of any fee payable on the basis of the
number of days that the Agreement is in effect during the month.

3. FSC may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent any Classes' expenses exceed such lower
expense limitation as FSC may, by notice to the Corporation, voluntarily declare
to be effective.

4. FSC will enter into separate written agreements with various firms to
provide certain of the services set forth in Paragraph 1 herein. FSC, in its
sole discretion, may pay Institutions a periodic fee in respect of Shares owned
from time to time by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid shall be determined from time to
time by FSC in its sole discretion.

5. FSC will prepare reports to the Board of Directors of the Corporation
on a quarterly basis showing amounts expended hereunder including amounts paid
to Institutions and the purpose for such payments.

In consideration of the mutual covenants set forth in the Distributor's
Contract dated the 1st day of June, 1993 between Vision Group of Funds, Inc. and
Federated Securities Corp., Vision Group of Funds, Inc. executes and delivers
this Exhibit on behalf of the Funds, and with respect to the separate Classes of
Shares thereof, first set forth in this Exhibit.

Witness the due execution hereof this 20th day of August, 1999.

VISION GROUP OF FUNDS, INC.

By: /S/ BETH S. BRODERICK

Name: Beth S. Broderick
Title: Vice President

FEDERATED SECURITIES CORP.

By: /S/ DAVID M. TAYLOR

Name: David M. Taylor
Title: Executive Vice President

Exhibit (h)(xii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

AMENDMENT #4 TO EXHIBIT 1 TO THE

AGREEMENT FOR FUND ACCOUNTING SERVICES AND TRANSFER AGENCY SERVICES

BETWEEN VISION GROUP OF FUNDS, INC.

AND FEDERATED SERVICES COMPANY,

DATED MAY 1, 1997, AS AMENDED DECEMBER 1, 1997

CONTRACT

DATE INVESTMENT COMPANY
Portfolios
Classes

5/1/97 VISION GROUP OF Funds, Inc.

5/1/97 Vision Money Market Fund
5/1/97 Class A Shares*
5/1/98 Class S Shares

5/1/97 Vision Treasury Money Market Fund
5/1/97 Class A Shares*
5/1/98 Class S Shares

5/1/97 Vision New York Tax-Free Money Market Fund
5/1/97 Class A Shares**

5/1/97 Vision U.S. Government Securities Fund
5/1/97 Class A Shares**

5/1/97 Vision New York Municipal Income Fund

(formerly: Vision New York Tax-Free Fund)
5/1/97 Class A Shares**

9/1/97 Vision Large Cap Value Fund

(formerly: Vision Equity Income Fund)

9/1/97 Class A Shares**
8/20/99 Class B Shares

6/1/99 Vision Large Cap Growth Fund
6/1/99 Class A Shares
8/20/99 Class B Shares

7/1/99 Vision Mid Cap Stock Fund
7/1/99 Class A Shares
7/1/99 Class B Shares

Federated services company provides the following services:

Fund Accounting
Transfer Agency

* Original Shares redesignated on May 1, 1998.
** Original Shares redesignated on June 1, 1999

VISION GROUP OF FUNDS, INC.

By: /S/ BETH S. BRODERICK

Name: Beth S. Broderick
Title: Vice President

FEDERATED SERVICES COMPANY

By: /S/ VICTOR R. SICLARI

Name: Victor R. Siclari
Title: Vice President

Exhibit (o)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

EXHIBIT D

to the

Multiple Class Plan

VISION GROUP OF FUNDS, INC.

CLASS B SHARES

- ---------------------------------------------------------------------------
FUND EFFECTIVE DATE OF PLAN

===========================================================================
- ---------------------------------------------------------------------------
Vision Mid Cap Stock Fund July 1, 1999
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Vision Large Cap Growth Fund August 20, 1999
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Vision Large Cap Value Fund August 20, 1999
(formerly: Vision Equity Income
Fund)
- ---------------------------------------------------------------------------

This Exhibit to the Multiple Class Plan (the "Plan") is hereby adopted by
the above-listed portfolios of the Corporation ("Funds") on whose behalf it is
executed as of the date stated above, pursuant to Sections 2, 3, 4, and 5 of the
Plan with regard to the Class B Shares of the Funds.

1. SEPARATE ARRANGEMENTS

DISTRIBUTION ARRANGEMENTS

Class B Shares are designed for individuals as a convenient means of
accumulating an interest in a professionally managed, diversified
portfolios of securities, and who do not want to pay a front-end sales
charge.

CHANNEL/TARGET CUSTOMERS

Class B Shares are designed for sale primarily to retail customers of
brokers.

SALES LOAD

Class B Shares of Vision Mid Cap Fund are sold without a maximum front-end
sales load.

CONTINGENT DEFERRED SALES CHARGE

Class B Shares are subject to a CDSC as described in the Fund's prospectus
(maximum of 5.00% in the first year).

DISTRIBUTION FEES

Maximum Rule 12b-1 distribution fee: 0.75 of 1% of the average daily net
assets of each Fund's Class B Shares. All or any portion of this fee may be
waived by the Distributor from time to time.

SERVICES OFFERED TO SHAREHOLDERS

Include, but are not limited to, distributing prospectuses and other
information, providing shareholder assistance and communicating or
facilitating purchases and redemptions of shares.

SHAREHOLDER SERVICES FEES

Maximum shareholder service fee: 0.25 of 1% of the average daily net asset
value of each Fund's Class B Shares. All or any portion of this fee may be
waived by the shareholder servicing agent from time to time.

MINIMUM INVESTMENTS

The minimum initial investment in Class B Shares is $500 unless the
investment is in a retirement plan, in which case the minimum initial
investment is $250.00. Subsequent investments must be in amounts of at
least $25, including retirement plans.

VOTING RIGHTS

Each Class B Share gives the shareholder one vote in Director elections and
other matters submitted to shareholders of the entire Corporation for vote.
All shares of each portfolio or class in the Funds have equal voting
rights, except that only shares of a particular portfolio or class are
entitled to vote in matters affecting that portfolio or class.

2. EXPENSE ALLOCATION

DISTRIBUTION FEES

Distribution Fees are allocated equally among Class B Shares of each Fund.

SHAREHOLDER SERVICE FEES

Shareholder Service Fees are allocated equally among Class B Shares of each
Fund.

3. CONVERSION FEATURES

Class B Shares automatically convert to Class A Shares eight years after
purchase.

4. EXCHANGE FEATURES

Class B Shares of any portfolio may be exchanged for Class B Shares of
other Funds of the Corporation pursuant to the conditions described in the
appropriate prospectus.

IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the
above-listed portfolios of the Corporation by their duly-authorized
officer(s) as of the date(s) set forth above.

VISION GROUP OF FUNDS, INC.

By:/S/ BETH S. BRODERICK

Name: Beth S. Broderick
Title: Vice President

Exhibit (m)(xiii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K

EXHIBIT B

to the

Class B Shares Rule 12b-1 Plan

VISION GROUP OF FUNDS, INC.

VISION LARGE CAP GROWTH FUND

VISION LARGE CAP VALUE FUND

(formerly: Vision Equity Income Fund)

CLASS B SHARES

This Plan is adopted by VISION GROUP OF FUNDS, INC. with respect to the
Class B Shares of the portfolio(s) of the Corporation set forth above.

In compensation for the services provided pursuant to this Plan, FSC will
be paid a monthly fee computed at the annual rate of .75 of 1% of the average
aggregate net asset value of Vision Large Cap Growth Fund and Vision Large Cap
Value Fund held during the month.

Witness the due execution hereof this 20th day of August, 1999.

VISION GROUP OF FUNDS, INC.

By: /S/ BETH S. BRODERICK

Name: Beth S. Broderick
Title: Vice President

Exhibit (h)(viii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

AMENDMENT #1 TO

EXHIBIT A

TO THE RECORDKEEPING AGREEMENT

BETWEEN EMPIRE PROFESSIONAL SERVICES, INC.

AND FEDERATED SHAREHOLDER SERVICES COMPANY,

DATED AUGUST 18, 1998

VISION GROUP OF FUNDS, INC.

FUND NAME CUSIP NUMBER

VISION MONEY MARKET FUND

Class A Shares 92830F 30 7
Class S Shares 92830F 87 7
VISION TREASURY MONEY MARKET FUND

Class A Shares 92830F 10 9
Class S Shares 92830F 88 5
VISION NEW YORK TAX-FREE MONEY MARKET FUND

Class A Shares* 92830F 20 8
VISION U.S. GOVERNMENT SECURITIES FUND

Class A Shares* 92830F 40 6
VISION NEW YORK MUNICIPAL INCOME FUND

Class A Shares* 92830F 50 5
VISION GROWTH & INCOME FUND

Class A Shares* 92830F 60 4
VISION CAPITAL APPRECIATION FUND

Class A Shares* 92830F 70 3
VISION EQUITY INCOME FUND

Class A Shares* 92830F 80 2
VISION LARGE CAP GROWTH FUND

Class A Shares 92830F 85 1

As revised: June 1, 1999

EMPIRE PROFESSIONAL SERVICES, INC.

By: /S/ GUS A. PLATAS

Name: Gus Al Platas

Title: Vice President & General Manager

FEDERATED SHAREHOLDER SERVICES COMPANY

By: /S/ THOMAS P. SHOLES

Name: Thomas P. Sholes
Title: Vice President

* Outstanding shares of the Fund were redesignated as Class A Shares effective
June 1, 1999.

Exhibit (d)(viii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

A S S I G N M E N T

THIS ASSIGNMENT is entered into as of August 1, 1999, by and between
FEDERATED INVESTMENT COUNSELING ("FIC"), a Delaware business trust and FEDERATED
INVESTMENT MANAGEMENT COMPANY ("FIMC"), a Delaware business trust.

WHEREAS, FIC entered into an Sub-Advisory Agreement (the "Agreement") with
Vision Group of Funds, Inc., on behalf of Vision New York Tax-Free Money Market
Fund, and Manufacturers and Traders Trust Company, dated September 1, 1998; and

WHEREAS, FIC desires to assign its rights, duties, and responsibilities
under this Agreement; and

WHEREAS, FIMC desires to accept the assignment of this Agreement from FIC;

WHEREAS, the Board of Directors of Vision Group of Funds, Inc. has approved
the assignment; and

WHEREAS, this Assignment is made pursuant to Rule 2a-6 under the Investment
Company Act of 1940;

KNOW ALL MEN BY THESE PRESENTS;

In consideration of the sum of One Dollar ($1.00) and other good and
valuable consideration, FIC does hereby assign all its rights, interests, and
responsibilities under the Investment Advisory Contracts described above to
FIMC, and FIMC does hereby accept such assignment.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed by their authorized representatives as of the date first herein above
set forth.

FEDERATED INVESTMENT COUNSELING

By: /S/ JEFF A. KOZEMCHAK

Name: Jeff A. Kozemchak

Title: Senior Vice President

FEDERATED INVESTMENT MANAGEMENT COMPANY

By: /S/ G. ANDREW BONNEWELL

Name: G. Andrew Bonnewell

Title: Vice President

MANUFACTURERS AND TRADERS TRUST

COMPANY

By: /S/ KENNETH G. THOMPSON

Name: Kenneth G. Thompson

Title: Vice President

Exhibit (d)(ix) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

SUBADVISORY AGREEMENT

This Subadvisory Agreement ("Agreement") is entered into as of October 18, 1999,
by and among the Vision Group of Funds, a Maryland corporation (the "Company"),
Manufacturers and Traders Trust Company, a New York State chartered bank and
trust company (the "Adviser" or "M&T Bank"), and Independence Investment
Associates, Inc. (the "Subadviser").

RECITALS:

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

The Company and the Adviser have entered into an advisory agreement dated as of
June 1, 1993 (the "Advisory Agreement"), pursuant to which, as amended, the
Adviser provides portfolio management services to the Fund and the other
portfolios of the Company;

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

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

AGREEMENT:

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

1. DELIVERY OF DOCUMENTS. The Company has furnished the Subadviser with
copies, properly certified or otherwise authenticated, of each of the following:

(a) The Company's articles of incorporation ("Articles of Incorporation");

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

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

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

(e) The Adviser's Investment Advisory Agreement;

(f) Commitments, limitations and undertakings made by the Company to state
"blue sky" authorities for the purpose of qualifying shares of the Fund
for sale in such states; and

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

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

The Subadviser has furnished the Adviser with a copy of the Subadviser's Form
ADV most recently filed with the Securities and Exchange Commission, (which Form
ADV includes a description of the Subadviser's policies regarding allocation of
securities among clients with common investment objectives, soft dollars and
brokerage selection) and the code of ethics established by the Subadviser
pursuant to Rule 17j-1 of the 1940 Act ("Subadviser's Code of Ethics"). The
Subadviser will promptly furnish the Adviser with copies of any amendments to
such documents. The Subadviser will also provide the Adviser with the
Subadviser's approved list of securities for equity portfolios and any updates
or revisions thereto at least monthly.

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

2. INVESTMENT SERVICES. Subject to the supervision and review of the Adviser and
the Directors, the Subadviser will manage the investments of the Fund on a
discretionary basis, including the purchase, retention and disposition of
securities, in accordance with the investment policies, objectives and
restrictions of the Fund as set forth in the Fund's Prospectus, and in
conformity with the 1940 Act, the Internal Revenue Code of 1986, as amended
(including the requirements for qualification as a regulated investment
company), all other applicable laws and regulations, instructions and
directions received in writing from the Adviser or the Board of Directors,
and the provisions contained in the documents delivered to the Subadviser
pursuant to Section 1 above, as each of the same may from time to time be
amended or supplemented, and copies delivered to the Subadviser.

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

(a) Manage on a discretionary basis the Fund's investments and determine from
time to time what securities will be purchased, retained, sold or loaned by
the Fund, and what portion of the Fund's assets will be invested or held
uninvested as cash.

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

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

(d) Maintain detailed books and records of all matters pertaining to the Fund
(the "Fund's Books and Records"), including, without limitation, a daily
ledger of such assets and liabilities relating thereto, and brokerage and
other records of all securities transactions. The Subadviser shall also
require that its Access Persons (as such term is defined in Rule 17j-1
under the 1940 Act) provide the Subadviser with quarterly reports of their
personal securities transactions and otherwise require such of those
persons as is appropriate to be subject to the Subadviser's Code of Ethics.
The Fund's Books and Records shall be available to the Adviser at any time
upon request and shall be available for telecopying without delay to the
Adviser during any day that the Fund is open for business.

(e) From time to time, as the Adviser or the Directors may reasonably request,
furnish the Adviser and to each of the Directors reports of Fund
transactions and reports on securities held in the Fund's portfolio, all in
such detail as the Adviser or the Directors may reasonably request.

(f) Inform the Adviser and the Directors of material or significant changes in
investment strategy or tactics or in key personnel of the Subadviser
(including any change in the personnel who manage the investments of the
Fund.)

(g) Make its officers and employees available to meet with the Directors and
the Adviser at such times and with such frequency as the Directors or the
Adviser reasonably requests, on due notice to the Subadviser, but at least
quarterly, to review the Fund's investments in light of current and
prospective market conditions.

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

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

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

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

(l) Deliver instructions or directions to Adviser via Eligible Trade Reports
through the Depository Trust Company Institutional Delivery system, in
writing, or orally (if confirmed in writing as soon as practicable
thereafter.) Subadviser shall instruct all brokers, dealers or other
persons executing orders with respect to the Fund to forward to Adviser
copies of all brokerage or dealer confirmations promptly after execution of
all transactions.

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

4. EXPENSES OF THE FUND NOT PAID BY THE SUBADVISER. The Subadviser will not be
required to pay any expenses which this Agreement does not expressly state shall
be payable by the Subadviser. In particular, and without limiting the generality
of the foregoing, the Subadviser will not be required to pay under this
Agreement:

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

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

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

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

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

(f) brokers' commissions and underwriting fees; and

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

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

6. COMPENSATION OF THE SUBADVISER. For all services to be rendered, facilities
furnished and expenses paid or assumed by the Subadviser as herein provided for
the Fund, the Adviser will pay the Subadviser an annual fee equal to 0.40% of
the Fund's average daily net assets up to $500 million and 0.35% of such assets
in excess thereof. Such fee shall accrue daily and be paid monthly. The "average
daily net assets" of the Fund shall be determined on the basis set forth in the
Fund's Prospectus or, if not described therein, on such basis as is consistent
with the 1940 Act and the regulations promulgated thereunder. The Subadviser
will receive a pro rata portion of such monthly fee for any periods in which the
Subadviser advises the Fund less than a full month. The Subadviser understands
and agrees that neither the Company nor the Fund has any liability for the
Subadviser's fee hereunder. Calculations of the Subadviser's fee will be based
on average net asset values as provided by the Adviser or the Company.

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

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

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

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

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

9. NO PARTNERSHIP OR JOINT VENTURE. The Company, the Fund, the Adviser and the
Subadviser are not partners of or joint venturers with each other and nothing
herein shall be construed so as to make them such partners or joint venturers or
impose any liability as such on any of them.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION.

(a) In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Subadviser, or of reckless disregard of its obligations and
duties hereunder, the Subadviser shall not be subject to any liability to
the Adviser, the Company or the Fund, any shareholder of the Fund, or to
any person, firm or organization, for any act or omission in the course of
or connected with, rendering services hereunder. Nothing herein, however,
shall derogate from the Subadviser's obligations under federal and state
securities laws. Any person, even though also employed by the Subadviser,
who may be or become an employee of and paid by the Company or the Fund
shall be deemed, when acting within the scope of his employment by the
Company or the Fund, to be acting in such employment solely for the Company
or the Fund and not as the Subadviser's employee or agent. Subadviser will
maintain appropriate fidelity bond insurance coverage in a reasonable
amount and shall provide evidence of such coverage upon request of Adviser.

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

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

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

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

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

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

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

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

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

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

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

14. MISCELLANEOUS.

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

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

(c) The parties hereto acknowledge that Manufacturers and Traders Trust Company
has reserved the right to grant the non-exclusive use of the name "VISION"
or any derivative thereof to any other investment company, investment
company portfolio, investment adviser, distributor or other business
enterprise, and to withdraw from the Company and one or more of the funds
the use of the name "VISION."

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

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

Subadviser: Independence Investment Associates, Inc.
53 State Street
Boston, Massachusetts 02109
Attention: President
Facsimile Number: 617-228-8895

Adviser: Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, New York 14203
Attention: Anthony M. Alessi
Facsimile Number: 716-842-4699

Company: Vision Group of Funds, Inc.
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
Attention: Secretary
Facsimile Number: 412-288-8141

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

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

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

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
on their behalf by their duly authorized officers as of the date first above
written.

VISION GROUP OF FUNDS, INC.

/S/ BETH S. BRODERICK

By: Beth S. Broderick
Title: Vice President

MANUFACTURERS AND TRADERS
TRUST COMPANY

/S/ ANTHONY M. ALESSI

By: Anthony M. Alessi
Title: Vice President

INDEPENDENCE INVESTMENT
ASSOCIATES, INC.

/S/ MARK C. LAPMAN

By: Mark C. Lapman

Title: President

SCHEDULE 1

Custody Agreement between the Company and the Fund's custodian ("Custodian"),
including information as to:

The Fund's nominee

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

All procedures and guidelines adopted by the Board of Directors or the Adviser
regarding:

Transactions with affiliated persons
Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm commitments and
standby commitments
Derivative contracts and securities
Rule 10f-3 (relating to affiliated underwriting syndicates) Rule 17a-7
(relating to interfund transactions) Rule 17e-1 (relating to transactions
with affiliated brokers) and

Release No. IC-22362 (granting exemptions for investments in money market
funds)

Any master agreements that the Company has entered into on behalf of the Fund,
including:

Master Repurchase Agreement
Master Futures and Options Agreements
Master Foreign Exchange Netting Agreements
Master Swap Agreements

CFTC Rule 4.5 letter

Exhibit (e)(xiii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K

Amendment No. 2 to EXHIBIT A

to Shareholder Services Agreement with
the Vision Group of Funds, Inc. (the "Funds")
dated November 9, 1995

FUNDS COVERED BY THIS AGREEMENT:

VISION MONEY MARKET FUND

Class A Shares

Class S Shares

VISION TREASURY MONEY MARKET FUND

Class A Shares

Class S Shares

VISION NEW YORK TAX-FREE MONEY MARKET FUND

Class A Shares*

VISION U.S. GOVERNMENT SECURITIES FUND

Class A Shares*

VISION NEW YORK MUNICIPAL INCOME FUND

Class A Shares*

VISION GROWTH AND INCOME FUND

Class A Shares*

VISION CAPITAL APPRECIATION FUND

Class A Shares*

VISION EQUITY INCOME FUND

Class A Shares*

VISION LARGE CAP GROWTH FUND

Class A Shares

SHAREHOLDER SERVICE FEES

1. During the term of this Agreement, the Funds will pay Provider a quarterly
fee. This fee will be computed at the annual rate of .25% of the average net
asset value of shares of the Funds held during the quarter in accounts for which
the Provider provides Services under this Agreement, so long as the average net
asset value of Shares in the Funds during the quarter equals or exceeds such
minimum amount as the Funds shall from time to time determine and communicate in
writing to the Provider.

2. For the quarterly period in which the Shareholder Services Agreement becomes
effective or terminates, there shall be an appropriate proration of any fee
payable on the basis of the number of days that the Agreement is in effect
during the quarter.

*Outstanding shares of the Fund were redesignated as Class A Shares effective
June 1, 1999.

MANUFACTURER'S AND TRADERS TRUST COMPANY

By: /S/ KENNETH G. THOMPSON

Name: Kenneth G. Thompson

Title: Vice President

FEDERATED ADMINISTRATIVE SERVICES

By: /S/ KEITH A. ANTLE

Name: Keith A. Antle

Title: Vice President

Dated: June 1, 1999

Exhibit (e)(xv) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K

Amendment No. 3 to EXHIBIT A

to Shareholder Services Agreement with
the Vision Group of Funds, Inc. (the "Funds")
dated November 9, 1995

FUNDS COVERED BY THIS AGREEMENT:

VISION MONEY MARKET FUND

Class A Shares

Class S Shares

VISION TREASURY MONEY MARKET FUND

Class A Shares

Class S Shares

VISION NEW YORK TAX-FREE MONEY MARKET FUND

Class A Shares*

VISION U.S. GOVERNMENT SECURITIES FUND

Class A Shares*

VISION NEW YORK MUNICIPAL INCOME FUND

Class A Shares*

VISION GROWTH AND INCOME FUND

Class A Shares*

VISION CAPITAL APPRECIATION FUND

Class A Shares*

VISION EQUITY INCOME FUND

Class A Shares*

VISION LARGE CAP GROWTH FUND

Class A Shares

VISION MID CAP STOCK FUND

Class A Shares

Class B Shares

SHAREHOLDER SERVICE FEES

*Outstanding shares of the Fund were redesignated as Class A Shares effective
June 1, 1999.

MANUFACTURER'S AND TRADERS TRUST COMPANY

By: /S/ KENNETH G. THOMPSON

Name: Kenneth G. Thompson

Title: Vice President

FEDERATED ADMINISTRATIVE SERVICES

By: /S/ KEITH A. ANTLE

Name: Keith A. Antle

Title: Vice President

Dated: July 1, 1999

Exhibit (e)(xvi) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K

Amendment No. 4 to EXHIBIT A

to Shareholder Services Agreement with
the Vision Group of Funds, Inc. (the "Funds")
dated November 9, 1995

FUNDS COVERED BY THIS AGREEMENT:

VISION MONEY MARKET FUND

Class A Shares

Class S Shares

VISION TREASURY MONEY MARKET FUND

Class A Shares

Class S Shares

VISION NEW YORK TAX-FREE MONEY MARKET FUND

Class A Shares*

VISION U.S. GOVERNMENT SECURITIES FUND

Class A Shares*

VISION NEW YORK MUNICIPAL INCOME FUND

Class A Shares*

VISION LARGE CAP VALUE FUND

(FORMERLY VISION EQUITY INCOME FUND)

Class A Shares*

Class B Shares

VISION LARGE CAP GROWTH FUND

Class A Shares

Class B Shares

VISION MID CAP STOCK FUND

Class A Shares

Class B Shares

SHAREHOLDER SERVICE FEES

*Outstanding shares of the Fund were redesignated as Class A Shares effective
June 1, 1999.

MANUFACTURER'S AND TRADERS TRUST COMPANY

By: /S/ KENNETH G. THOMPSON

Name: Kenneth G. Thompson

Title: Vice President

FEDERATED ADMINISTRATIVE SERVICES

By: /S/ KEITH A. ANTLE

Name: Keith A. Antle

Title: Vice President

Dated: August 20, 1999

Exhibit (e)(xviii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K

Amendment #3 to

EXHIBIT A

to Amended and Restated Shareholder Services Plan of
the Vision Group of Funds, Inc. (the "Fund")
dated November 8, 1995

CLASSES COVERED BY THIS PLAN :

VISION MONEY MARKET FUND

Class A Shares*

Class S Shares

VISION TREASURY MONEY MARKET FUND

Class A Shares*

Class S Shares

VISION NEW YORK TAX-FREE MONEY MARKET FUND

Class A Shares**

VISION U.S. GOVERNMENT SECURITIES FUND

Class A Shares**

VISION NEW YORK MUNICIPAL INCOME FUND

Class A Shares**

VISION LARGE CAP VALUE

(FORMERLY: VISION EQUITY INCOME FUND)

Class A Shares**

Class B Shares

VISION LARGE CAP GROWTH FUND

Class A Shares

Class B Shares

VISION MID CAP STOCK FUND

Class A Shares

Class B Shares

VISION GROUP OF FUNDS, INC.

By: /S/ BETH S. BRODERICK

Name: Beth S. Broderick
Title: Vice President

Dated: August 20, 1999
* Original Shares redesignated on May 1, 1998 ** Original Shares redesignated on
June 1, 1999

Exhibit (d)(x) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

SUBADVISORY AGREEMENT

This Subadvisory Agreement ("Agreement") is entered into as of March 1, 2000 by
and among the Vision Group of Funds, a Maryland corporation (the "Company"),
Manufacturers and Traders Trust Company, a New York State chartered bank and
trust company (the "Adviser" or "M&T Bank"), and Montag & Caldwell, Inc. (the
"Subadviser").

RECITALS:

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

The Company and the Adviser have entered into an advisory agreement dated as of
June 1, 1993 (the "Advisory Agreement") as amended, pursuant to which the
Adviser provides portfolio management services to the Fund and the other
portfolios of the Company;

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

AGREEMENT:

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

1. DELIVERY OF DOCUMENTS. The Company has furnished the Subadviser with
copies, properly certified or otherwise authenticated, of each of the following:

(a) The Company's articles of incorporation ("Articles of Incorporation");

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

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

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

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

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

2. INVESTMENT SERVICES. Subject to the supervision and review of the Adviser and
the Directors, the Subadviser will manage the investments of the Fund on a
discretionary basis, including the purchase, retention and disposition of
securities, in accordance with the investment policies, objectives and
restrictions of the Fund as set forth in the Fund's Prospectus, and in
conformity with the 1940 Act, the Internal Revenue Code of 1986, as amended
(including the requirements for qualification as a regulated investment
company), all other applicable laws and regulations, instructions and directions
received in writing from the Adviser or the Board of Directors, and the
provisions contained in the documents delivered to the Subadviser pursuant to
Section 1 above, as each of the same may from time to time be amended or
supplemented, and copies delivered to the Subadviser.

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

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

(f) From time to time, as the Adviser or the Directors may reasonably request,
furnish the Adviser and to each of the Directors reports of Fund
transactions and reports on securities held in the Fund's portfolio, all in
such detail as the Adviser or the Directors may reasonably request.

(g) Inform the Adviser and the Directors of changes in investment strategy or
tactics or in key personnel of the Subadviser (including any changes in the
personnel who manage the investments of the Fund).

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

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

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

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

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

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

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

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

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

(f) brokers' commissions and underwriting fees; and

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

6. COMPENSATION OF THE SUBADVISER. For all services to be rendered, facilities
furnished and expenses paid or assumed by the Subadviser as herein provided for
the Fund, the Adviser will pay the Subadviser an annual fee equal to 0.50% 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% of such assets in
excess thereof. Such fee shall accrue daily and be paid monthly. The "average
daily net assets" of the Fund shall be determined on the basis set forth in the
Fund's Prospectus or, if not described therein, on such basis as is consistent
with the 1940 Act and the regulations promulgated thereunder. The Subadviser
will receive a pro rata portion of such monthly fee for any periods in which the
Subadviser advises the Fund less than a full month. The Subadviser understands
and agrees that neither the Company nor the Fund has any liability for the
Subadviser's fee hereunder. Calculations of the Subadviser's fee will be based
on average net asset values as provided by the Adviser or the Company.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION.
(a) In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Subadviser, or reckless disregard of its obligations and duties
hereunder, the Subadviser shall not be subject to any liability to the Adviser,
the Company, the Fund, any shareholder of the Fund, or to any person, firm or
organization, for any act or omission in the course of or connected with,
rendering services hereunder. Nothing herein, however, shall derogate from the
Subadviser's obligations under federal and state securities laws. Any person,
even though also employed by the Subadviser, who may be or become an employee of
and paid by the Company or the Fund shall be deemed, when acting within the
scope of his employment by the Company or the Fund, to be acting in such
employment solely for the Company or the Fund and not as the Subadviser's
employee or agent. Subadviser will maintain appropriate fidelity bond insurance
coverage in a reasonable amount and shall provide evidence of such coverage upon
request of Adviser.

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

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

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

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

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

14. MISCELLANEOUS.

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

Subadviser: Montag & Caldwell, Inc.
The Pinnacle
3455 Peachtree Road, N. E.
Suite 1200
Atlanta GA 30326-3248
Attention: David L. Watson
Facsimile Number: 404-836-7192

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

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

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

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

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
on their behalf by their duly authorized officers as of the date first above
written.

VISION GROUP OF FUNDS, INC.

By:_______________________________
Title:

MANUFACTURERS AND TRADERS TRUST COMPANY

By:_______________________________
Title:

MONTAG & CALDWELL, INC.

By:_______________________________
Title:

SCHEDULE 1

Custody Agreement between the Company and the Fund's custodian ("Custodian"),
including information as to:

The Fund's nominee

The federal tax identification numbers of the Fund and its nominee All
routing, bank participant and account numbers and other information

necessary to provide proper instructions for transfer and
delivery of securities to the Fund's account at the Custodian
The name address and telephone and Fax number of the Custodian's employees
responsible for the Fund's accounts
The Fund's pricing service and contact persons

All procedures and guidelines adopted by the Board of Directors or the Adviser
regarding:

Release No. IC-22362 (granting exemptions for investments in money market
funds)

Any master agreements that the Company has entered into on behalf of the
Fund, including:

Master Repurchase Agreement
Master Futures and Options Agreements
Master Foreign Exchange Netting Agreements
Master Swap Agreements

CFTC Rule 4.5 letter