SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
VISION GROUP OF FUNDS
(Name of Registrant as Specified In Its Charter)
FEDERATED SERVICES COMPANY
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
VISION GROUP OF FUNDS
VISION LARGE CAP GROWTH FUND
IMPORTANT SHAREHOLDER INFORMATION
These materials are for a special meeting of shareholders of the Vision Large
Cap Growth Fund, scheduled for January 30, 2001, at 2 p.m., Eastern time. This
information will provide you with details of the proposal to be voted on at the
special meeting, and includes your Proxy Statement and proxy card. A proxy card
is, in essence, a ballot. When you vote your proxy, it tells us how you wish to
vote on important issues relating to your Fund. If you complete and sign the
proxy, we'll vote it exactly as you tell us. If you simply sign the proxy, we'll
vote it in favor of the proposal in accordance with the Board of Trustees'
recommendation in the Proxy Statement.
WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSAL IN THE PROXY
STATEMENT. THEN, FILL OUT THE PROXY CARD AND RETURN IT TO US SO THAT WE KNOW HOW
YOU WOULD LIKE TO VOTE. WHEN SHAREHOLDERS RETURN THEIR PROXIES PROMPTLY, IT MAY
AVOID THE EXPENSE OF HAVING TO CONDUCT ADDITIONAL MAILINGS.
WE WELCOME YOUR COMMENTS. IF YOU HAVE ANY QUESTIONS, CALL 1-800-836-2211 (OR, IN
THE BUFFALO AREA, 716-635-9368).
VISION GROUP OF FUNDS
VISION LARGE CAP GROWTH FUND
A LETTER FROM THE PRESIDENT
Dear Shareholders:
I am writing to request that you consider an important matter relating to
your investment in Vision Group of Funds (the "Trust") in connection with a
special meeting of shareholders (the "Special Meeting") of the Trust's Vision
Large Cap Growth Fund (the "Fund"), to be held on January 30, 2001 at 2 p.m.,
Eastern time, at the Fund's principal place of business, 5800 Corporate Drive,
Pittsburgh, PA 15237-7010. The materials that we have included discuss the
proposal to be voted on at the Special Meeting that will affect the continuation
of the existing sub-advisory relationship with the Fund.
Montag & Caldwell, Inc. ("M&C") is the subadviser of the Fund, and is owned
by Alleghany Asset Management, Inc. ("AAM"), which in turn is owned by Alleghany
Corporation ("Alleghany"). Pursuant to an agreement entered into on October 18,
2000, AAM will be merged with a direct or indirect subsidiary of ABN AMRO North
America Holding Company ("ABN AMRO"). As required by the Investment Company Act
of 1940 (the "1940 Act"), we are asking shareholders of the Fund to approve a
new subadvisory agreement with M&C that is substantially identical to the Fund's
current subadvisory agreement with M&C, except for the dates of execution and
termination.
The Board of Trustees of the Trust (the "Board" or "Board of Trustees") has
carefully reviewed the change in control of AAM and believes that shareholders
will benefit from the additional financial and other resources anticipated to be
available through ABN AMRO to M&C in the fulfillment of its subadvisory
obligations. ABN AMRO and M&C have each told the Board that it believes that the
AAM transaction will have no material effect on the subadvisory services
provided to the Fund by M&C. In addition, no fees will increase and ABN AMRO and
M&C believe that no portfolio managers will change as a result of the
transaction. THEREFORE, THE BOARD UNANIMOUSLY APPROVED THE NEW SUBADVISORY
AGREEMENT WITH M&C AND RECOMMENDS THAT YOU VOTE "FOR" THE NEW AGREEMENT.
YOUR VOTE IS IMPORTANT! PLEASE TAKE A MOMENT TO REVIEW THIS DOCUMENT AND
FILL OUT, SIGN AND RETURN THE ENCLOSED PROXY CARD.
The Proxy Statement includes a question and answer format designed to provide
you with a simpler and more concise explanation of certain issues. Although much
of the information in the Proxy Statement is technical and is required by the
various regulations that govern the Trust and the Fund, we hope that this format
will be helpful to you.
I am sure that you, like most people, lead a busy life and are tempted to put
this proxy aside for another day. Please don't. When shareholders do not return
their proxies, additional expenses are incurred to pay for follow-up mailings
and telephone calls.
Sincerely,
Edward C. Gonzales
President
VISION GROUP OF FUNDS
VISION LARGE CAP GROWTH FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 30, 2001
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of the Vision
Large Cap Growth Fund (the "Fund"), a portfolio of the Vision Group of Funds
will be held at the Fund's principal place of business, 5800 Corporate Drive,
Pittsburgh, PA 15237-7010, on January 30, 2001 at 2 p.m., Eastern time, to vote
on the following Proposal:
1. To approve a new subadvisory agreement with Montag & Caldwell, Inc. for the
Fund.
The shareholders may also vote upon any other business that may properly come
before the Special Meeting or any adjournments thereof.
The Board of Trustees has fixed December ___, 2000 as the record date for
determination of the shareholders entitled to notice of, and to vote at, the
Special Meeting or any adjournments of the Special Meeting.
By Order of the Board of Trustees,
Victor R. Siclari
Assistant Secretary
[January __], 2001
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PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY TO AVOID ADDITIONAL EXPENSE.
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO
ATTEND THE SPECIAL MEETING, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT
THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING. THE ENCLOSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
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TABLE OF CONTENTS
PAGE
Questions and Answers about the Special Meeting and Proxy Statement..........1
Proposal 1: Approval of a New Subadvisory Agreement With Montag & Caldwell,
Inc. for the Fund...................................................3
Other Business...............................................................6
Information about the Trust..................................................7
Further Information about Voting and the Special Meeting.....................8
EXHIBITS
Exhibit A:..Form of New Subadvisory Agreement
Exhibit B:..Fund Subadvisory Fee Rate and Aggregate Subadvisory Fees
Exhibit C:..Directors and Officers Associated with the Subadviser
Exhibit D:..Comparable Investment Companies Advised by the Subadviser
VISION GROUP OF FUNDS
VISION LARGE CAP GROWTH FUND
5800 CORPORATE DRIVE
PITTSBURGH, PENNSYLVANIA 15237-7010
PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
AND PROXY STATEMENT
Q. WHAT IS HAPPENING?
A. Pursuant to an agreement entered into on October 18, 2000, AAM, the owner
of M&C, which is the subadviser to the Fund, will be merged with a direct
or indirect subsidiary of ABN AMRO. AAM is currently owned by Alleghany.
Although this transaction is not anticipated to have any effect on the
operations of any of M&C, AAM or the Fund, we are asking the Fund's
shareholders to approve a new subadvisory agreement with M&C.
The following pages give you additional information about the proposed
acquisition, the new subadvisory agreement and certain other matters.
The Board of Trustees, including those who are not "interested persons"
(as defined by the 1940 Act) of the Fund, M&C, Alleghany, AAM or ABN AMRO
(the "Disinterested Trustees"), unanimously recommend that you vote FOR
approval of the new subadvisory agreement with M&C for the Fund.
Q. WHY AM I BEING ASKED TO VOTE ON A NEW SUBADVISORY AGREEMENT?
A. The 1940 Act, which regulates investment companies such as the Fund,
requires a shareholder vote to approve a new subadvisory agreement
following certain types of business transactions such as the AAM
transaction. The new subadvisory agreement is substantially identical to
the existing subadvisory agreement, except for the dates of execution and
termination. The Board of Trustees has already approved the new subadvisory
agreement and now needs your approval of this matter. The Trustees propose
to mail the notice of Special Meeting, the proxy card and this proxy
statement to shareholders of record on or about December 29, 2000.
Q. HOW WILL THE AAM TRANSACTION AFFECT ME?
A. The Fund and its investment objective will not change as a result of the
transaction. You will still own the same shares in the Fund. The AAM
transaction should have no impact on the operations of the Fund. AAM and
ABN AMRO have assured the Board of Trustees that they do not intend to
make any changes in the nature of or reduction in the quality of the
services provided to the Fund and that no fees will be changed as a
result of the AAM transaction. In fact, they anticipate that there will
be additional financial and other resources available to M&C through
ABN AMRO.
Q. HOW DOES THE BOARD OF TRUSTEES RECOMMEND THAT I VOTE?
A. After careful consideration, the Board of Trustees, including the
Disinterested Trustees, recommends that you vote FOR the proposal on the
enclosed proxy card.
Q. WHO IS ELIGIBLE TO VOTE?
A. Shareholders of record of the Fund at the close of business on [December
__], 2000 (the "Record Date") are entitled to notice of and to vote at the
Special Meeting or at any adjournment of the Special Meeting. Shareholders
of record will be entitled to one vote for each full share and a
proportionate fractional vote for each fractional share that they hold on
each matter presented at the Special Meeting.
Q. HOW DO I VOTE MY SHARES?
A. You may vote your shares (i) in person, by attending the Special Meeting
or (ii) by mail. To vote by mail, please sign, date and send us the
enclosed proxy in the envelope provided.
Proxy cards that are properly signed, dated and received at or prior to
the Special Meeting will be voted as specified. If you specify a vote for
Proposal 1, your proxy will be voted as you indicate. If you simply sign,
date and return the proxy card, but do not specify a vote for Proposal 1,
your shares will be voted IN FAVOR of approving a new subadvisory
agreement with M&C for the Fund.
Q. IF I SEND MY PROXY IN NOW AS REQUESTED, CAN I CHANGE MY VOTE LATER?
A. You may revoke your proxy at any time before it is voted by: (1) sending
to the Secretary of the Trust a written revocation, or (2) forwarding a
later-dated proxy that is received by the Trust at or prior to the Special
Meeting, or (3) attending the Special Meeting and voting in person. Even
if you plan to attend the Special Meeting, we ask that you return the
enclosed proxy. This will help us ensure that an adequate number of shares
are present for the Special Meeting to be held.
THE PROPOSAL
PROPOSAL 1: APPROVAL OF A NEW SUBADVISORY AGREEMENT WITH MONTAG &
CALDWELL, INC. FOR THE FUND
INTRODUCTION
M&C acts as subadviser for the Fund pursuant to a subadvisory agreement with the
Trust on behalf of the Fund and Manufacturers and Traders Trust Company, the
Fund's investment adviser ("M&T"), dated November 1, 2000 (the "Existing
Subadvisory Agreement"). As required by the 1940 Act, the Existing Subadvisory
Agreement automatically terminates in the event of an "assignment," as defined
in the 1940 Act. Consummation of the AAM transaction will result in an
assignment, as that term is defined in the 1940 Act, of the Existing Subadvisory
Agreement and, consequently, its termination.
The Board of Trustees is submitting for approval by the shareholders of the Fund
a new subadvisory agreement with M&C for the Fund (the "New Subadvisory
Agreement") (the New Sub- Investment Advisory Agreement and the Existing
Subadvisory Agreement are collectively referred to as the "Subadvisory
Agreements"). The New Subadvisory Agreement is substantially identical to the
Existing Subadvisory Agreement, except for the dates of execution and
termination. The description of the New Subadvisory Agreement, which is set
forth below, is qualified in its entirety by reference to the Form of New
Subadvisory Agreement, a copy of which is attached to this Proxy Statement as
Exhibit A.
SECTION 15(F) OF THE 1940 ACT
Section 15(f) of the 1940 Act provides that an investment adviser to a mutual
fund (or its affiliates) may receive any amount or benefit in connection with a
sale of any interest in such adviser which results in an assignment of an
advisory contract if two conditions are satisfied. One condition is that, for a
period of three years after such assignment, at least 75% of the board of
directors or trustees of the fund cannot be "interested persons" of the new
adviser or its predecessor. The second condition is that no "unfair burden" be
imposed on the investment company as a result of the assignment or any express
or implied terms, conditions or understandings applicable thereto. A subadviser
is an investment adviser under the 1940 Act.
In connection with the first condition of Section 15(f), ABN AMRO has agreed
that, for a period of three years after the closing date, it will use
commercially reasonable efforts to assure that at least 75% of the Board of
Trustees (or permitted successors thereto) are not "interested persons" of ABN
AMRO, Alleghany, AAM or any of their affiliates. The Trust currently meets this
condition and expects to be able to continue meeting this condition.
With respect to the second condition of Section 15(f), an "unfair burden" on a
fund is defined in the 1940 Act to include any arrangement during the two-year
period after any such transaction occurs whereby the investment adviser or its
predecessor or successor, or any interested person of such adviser, predecessor,
or successor, receives or is entitled directly or indirectly to receive any
compensation of two types. The first type is compensation from any person in
connection with the purchase or sale of securities or other property to, from or
on behalf of the fund, other than bona fide ordinary compensation as principal
underwriter for such fund. The second type is compensation from the fund or its
security holders for other than bona fide investment advisory or other services.
ABN AMRO has agreed, for a period of two years after the closing date, not to
impose or seek to impose any unfair burden on the Fund within the meaning of
Section 15(f).
BOARD'S RECOMMENDATION
On December 14, 2000, the Trust's Board of Trustees, including the Disinterested
Trustees, met and unanimously voted in person to approve the New Subadvisory
Agreement and to recommend approval of the New Subadvisory Agreement to the
shareholders of the Fund.
BOARD EVALUATION -- TO BE UPDATED
At a meeting held on December 14, 2000, the Trust's Board of Trustees met and
conferred with senior management personnel of M&C and ABN AMRO to consider the
AAM transaction and its effects on the Fund. The Board of Trustees had the
assistance of legal counsel who provided advice on, among other things, the
Board's fiduciary obligations in considering the proposed New Subadvisory
Agreement.
In connection with this review, M&C and ABN AMRO represented to the Board of
Trustees their belief and intention that the AAM transaction: (1) will have no
material effect on the subadvisory or other services provided to the Fund by
M&C, the Fund's subadviser; (2) will result in no change in fees or contractual
expense limitations of the Fund; (3) will not result in any material change in
the management or operations of M&C; and (4) will not adversely affect M&C's
human and other resources or financial condition, in a manner that would
adversely impact its ability to provide the same quality of subadvisory and
other services that it has provided in the past. In addition, M&C and ABN AMRO
stated that they believed that as a result of the AAM transaction, shareholders
of the Fund would benefit by the increased financial and other resources
available to M&C.
M&C and ABN AMRO assured the Board of Trustees that they will comply with
Section 15(f) of the 1940 Act with respect to the Fund. M&C and ABN AMRO advised
the Board of Trustees in writing that they do not have any express or implied
understanding or arrangement that would be reasonably expected to impose an
"unfair burden" on the Fund as a result of the AAM transaction.
In evaluating the proposed New Subadvisory Agreement, the Board of Trustees
reviewed materials furnished by M&C, ABN AMRO and Fund counsel. The Board of
Trustees reviewed information about ABN AMRO, including its personnel,
operations, and financial condition, as well as its existing U.S. investment
company operations. The Board of Trustees reviewed the terms of the AAM
transaction and its possible effects on the subadviser, the Fund and the Fund's
shareholders. The Board of Trustees considered the actions taken to retain key
personnel of M&C. The Board of Trustees reviewed information regarding the
investment performance of the Fund on an absolute basis and compared to
investment companies with similar investment objectives and policies (the "peer
group") and the fees and expenses incurred by the Fund compared to its peer
group.
The Board of Trustees specifically considered the following as relevant to their
recommendations: (1) that the terms of the New Subadvisory Agreement are
substantially identical to those of the Existing Sub-Advisory Agreement, except
for the dates of execution and termination; (2) the financial strength and
resources of ABN AMRO and its commitment to global asset management growth; (3)
the favorable history, reputation, qualifications and background of M&C and ABN
AMRO, as well as the qualifications of each company's personnel; (4) the
experience of M&C and ABN AMRO with other U.S. registered investment companies;
(5) the increased likelihood of continuity of management of the Fund by reducing
their vulnerability to changes in control of M&C that may be adverse to the
Fund's interests; (6) assurances from each of M&C and ABN AMRO as to its
intention and belief that it does not intend to make any material changes to
M&C's financial, human and other resources that would adversely impact M&C's
ability to provide the same quality of subadvisory services that it has provided
in the past; (7) the statement of each of M&C and ABN AMRO as to its intention
and belief that the AAM transaction would have no material effect on the
subadvisory services provided to the Fund by M&C; (8) the anticipated continuity
of portfolio managers and no changes in subadvisory fees as a result of the AAM
transaction; (9) the relative performance of the Fund to comparable mutual funds
and unmanaged indices; (10) the commitment of Alleghany and ABN AMRO to pay the
expenses of the Fund in connection with the AAM transaction so that shareholders
of the Fund would not have to bear such expenses; and (11) other factors deemed
relevant by the Trustees.
DESCRIPTION OF THE EXISTING SUBADVISORY AGREEMENT
Pursuant to the Existing Subadvisory Agreement, M&C acts as a subadviser for the
Fund. M&C provides an investment program for the Fund in accordance with its
investment policies, limitations and restrictions.
For the subadvisory services provided to the Fund, M&C receives a monthly fee
from M&T based on the Fund's average daily net assets. The table in Exhibit B
provides the annual fee rate for the Existing Subadvisory Agreement and the
aggregate subadvisory fees earned by M&C during the fiscal year ended April 30,
2000. The New Subadvisory Agreement has the same subadvisory fee as the Existing
Subadvisory Agreement.
Under the terms of the Existing Subadvisory Agreement, M&C is not liable to the
Trust for any error of judgment, mistake of law or any loss suffered in
connection with any matters to which the agreement relates or any other act or
omission in the performance of its duties under the agreement, except in the
case of its willful misfeasance, bad faith, gross negligence in the performance
of its duties or reckless disregard of its obligations and duties under the
agreement.
The Existing Subadvisory Agreement may be terminated without penalty upon sixty
(60) days' written notice by the Trust, upon the vote of a majority of Trustees
or by a vote of the majority of the Fund's outstanding voting securities, or
upon one hundred twenty (120) days' written notice by M&C.
You may recall that the Fund was organized on June 1, 1999 as a portfolio of
Vision Group of Funds, Inc., a Maryland corporation (the "Corporation"), which
is the predecessor to the Trust. The Fund did not begin operations until March
20, 2000, which was after the Corporation's Board of Directors and the Fund's
initial shareholder approved M&C as subadvisor to the Fund on February 29, and
March 6, 2000, respectively, under a contract dated March 1, 2000. In a proxy
statement, dated September 11, 2000, the Corporation proposed reorganizing into
the Trust, a Delaware business trust, and the Trust created "shell" portfolios
into which the Corporation's existing portfolios would reorganize. In
anticipation of this reorganization, the Trust's Board of Trustees approved the
Existing Subadvisory Agreement with M&C on August 11, 2000. Shareholders of the
Corporation, including shareholders of the Fund, approved the reorganization at
a special meeting of the Corporation that convened on October 23, 2000. On
November 8, 2000, the Corporation reorganized into the Trust, the Fund became a
portfolio of the Trust, and M&C continued as subadvisor under the Existing
Subadvisory Agreement, dated November 1, 2000. The only changes to the Existing
Subadvisory Agreement as a result of this reorganization were a change in the
dates of effectiveness and termination, and the execution of the agreement by
the Trust on behalf of the Fund. [The initial shareholder of the Fund (in its
"shell" formation) also approved the Existing Subadvisory Agreement on November
8, 2000.]
THE NEW SUBADVISORY AGREEMENT
The New Subadvisory Agreement for the Fund will be dated as of the date of the
consummation of the AAM transaction, which is expected to occur during the first
quarter of 2001. The New Subadvisory Agreement will be in effect for an initial
term of two years, to be continued thereafter from year to year if approved in
conformity with the requirements of the 1940 Act. To ensure the continuity of
M&C as the Fund's subadviser in the event that the AAM transaction is
consummated prior to the Special Meeting and receipt of Fund shareholder
approval of the New Subadvisory Agreement, the Trust's Board of Trustees,
including the Disinterested Trustees, approved an interim subadvisory agreement
(the "Interim Subadvisory Agreement") with M&C at its December 14, 2000 meeting.
The Interim Subadvisory Agreement will take effect upon the closing of the AAM
transaction if Fund shareholder approval of the New Subadvisory Agreement has
not yet been obtained, and may be in effect for a period of up to 150 days. The
Interim Subadvisory Agreement contains substantially the same terms as the New
Subadvisory Agreement. The Interim Subadvisory Agreement requires all
subadvisory fees to be escrowed pending Fund shareholder approval of the New
Subadvisory Agreement. In the event that Fund shareholders do not approve the
New Subadvisory Agreement, the Board will take such action as it deems to be in
the best interests of the Fund and its shareholders.
DIFFERENCES BETWEEN THE EXISTING AND NEW INVESTMENT ADVISORY AGREEMENTS
The New Subadvisory Agreement is substantially identical to the Existing
Subadvisory Agreement except for the dates of execution and termination.
DESCRIPTION OF THE SUBADVISER
M&C is the subadviser for the Fund. Founded in 1945, M&C managed approximately
$29.2 billion in assets as of September 30, 2000. M&C is a wholly owned
subsidiary of The Chicago Trust Company, which in turn is a wholly owned
subsidiary of AAM. The principal business address of M&C is 3455 Peachtree Road,
NE, Suite 1200, Atlanta, GA 30326-1022.
Exhibit C contains a table listing the directors and principal executive
officers of M&C and their principal occupations. Unless otherwise noted, the
business address of such persons is the same as the principal business address
of M&C.
Exhibit D sets forth the fees and other information regarding the investment
companies advised by M&C that have a similar investment objective to the Fund.
REQUIRED VOTE
Approval of this proposal requires the affirmative vote of a "majority of the
outstanding voting securities" of the Fund, as more fully described below.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE A
NEW SUBADVISORY AGREEMENT FOR THE FUND AS DESCRIBED IN THIS PROPOSAL
1.
OTHER BUSINESS
The Trustees know of no other business to be presented at the Special
Meeting other than Proposal l, and do not intend to bring any other matters
before the Special Meeting. However, if any additional matters should be
properly presented, proxies will be voted or not voted as specified. Proxies
reflecting no specification will be voted in accordance with the judgment of the
persons named in the proxy.
INFORMATION ABOUT THE TRUST
THE ADVISER. The investment adviser of the Fund is Manufacturers and
Traders Trust Company ("M&T Bank"), located at One M&T Plaza, Buffalo, NY 14240.
Pursuant to an investment advisory contract, M&T Bank manages the Fund's assets,
including buying and selling portfolio securities. M&T Bank is the principal
banking subsidiary of M&T Bank Corporation, a regional bank holding company in
existence since 1965.
THE CO-ADMINISTRATORS. Federated Services Company ("FSCo"), with offices at
Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779, and
M&T Bank each provide the Fund with certain administrative personnel and
services necessary to operate the Fund. FSCo is an indirect, wholly owned
subsidiary of Federated Investors, Inc. ("Federated").
THE DISTRIBUTOR. Federated Securities Corp. ("FSC"), a registered
broker-dealer and a member in good standing of the National Association of
Securities Dealers, Inc., serves as the Trust's distributor. FSC, an indirect,
wholly owned subsidiary of Federated, is located at 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779.
THE TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. FSCo and its affiliate,
Federated Shareholder Services Company ("FSSC"), a registered transfer agent,
provide the Fund with certain transfer agency services. FSCo and FSSC, P.O. Box
8606, Boston, MA 02266-8600, are indirect, wholly owned subsidiaries of
Federated.
THE CUSTODIAN AND FUND ACCOUNTANT. The custodian and fund accountant for
the Fund is State Street Bank & Trust Company, P.O. Box 8609, Boston, MA
02266-8600.
OTHER MATTERS. The Fund's last audited financial statements and Annual
Report, for the fiscal year ended April 30, 2000, have been previously mailed to
shareholders, and are available free of charge. If you have not received this
Annual Report, or would like to receive additional copies, free of charge,
please write the Trust at the address on the cover page of this Proxy Statement
or call the Trust at 1-800-836-2211 (or, in the Buffalo area, 716-635-9368), and
the Annual Report will be sent by first-class mail within three business days.
The Fund's semi-annual report for the six-month period ended October 31, 2000,
[will be mailed to shareholders by December 30, 2000] [accompanies the mailing
of this Proxy Statement].
PRINCIPAL SHAREHOLDERS. As of [August 30, 2000], the Fund had [754,463.426]
outstanding shares of common stock. [TO BE UPDATED.]
Each share is entitled to one vote and fractional shares have proportionate
voting rights.
From time to time, the number of shares held in "street name" accounts of
various securities dealers for the benefit of their clients may exceed 5% of the
total shares outstanding. To the knowledge of the Trust's management, as of
[August 30, 2000], the following entities held beneficially or of record more
than 5% of the Fund's outstanding shares:
[TO BE UPDATED.]
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NAME OF FUND SHAREHOLDER NAME AND PERCENTAGE
ADDRESS OWNED
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Large Cap Growth Fund Manufacturers and Traders 82.74%
Bank,
Buffalo, NY (#27081-4) 5.17%
Manufacturers & Traders
Trust Co.,
Buffalo, NY (#19015-6)
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FURTHER INFORMATION ABOUT VOTING AND THE SPECIAL MEETING
RECORD DATE. Shareholders of record at the close of business on December __,
2000 are entitled to be present and to vote at the Special Meeting or any
adjournment of the Special Meeting. Each share of record is entitled to one vote
and each fractional share is entitled to a proportionate fractional vote on each
matter presented at the Special Meeting.
VOTING METHODS. You may vote your shares by mail or in person at the Special
Meeting. To vote by mail, please sign, date and send us the enclosed proxy card
in the envelope provided.
Proxy cards that are properly signed, dated and received at or prior to the
Special Meeting will be voted as specified. If you specify a vote for Proposal
1, your proxy card will be voted as you indicated. If you simply sign and date
the proxy card, but do not specify a vote for Proposal 1, your shares will be
voted IN FAVOR of approval of a new subadvisory agreement with M&C for the Fund
(Proposal 1).
REVOCATION OF PROXIES. You may revoke your proxy at any time by sending to the
Trust a written revocation or a later-dated proxy card that is received at or
before the Special Meeting, or by attending the Special Meeting and voting in
person.
SOLICITATION OF PROXIES. Your vote is being solicited by the Board of Trustees
of the Trust. The cost of preparing and mailing the notice of meeting, proxy
cards, this Proxy Statement, and any additional proxy materials, has been or
will be borne by Alleghany and ABN AMRO. Alleghany and ABN AMRO will reimburse
brokerage firms and others for their expenses in forwarding proxy materials to
the beneficial owners and soliciting them to execute proxies. Alleghany and ABN
AMRO will not reimburse Trustees and officers of the Trust, or regular employees
and agents of the subadviser or FSCo involved in the solicitation of proxies.
Alleghany and ABN AMRO intend to pay all costs associated with the solicitation
and the Special Meeting.
Proxy solicitations will be made primarily by mail, but they may also be made by
telephone, telegraph, personal interview or oral solicitations conducted by
certain officers or employees of the Trust, the subadviser, FSSC (the Trust's
transfer agent), or FSCo or M&T Bank (the Trust's co-administrators) or, if
necessary, a commercial firm retained for this purpose. The Trust does not
anticipate engaging a solicitation firm to solicit proxies from brokers, banks,
other institutional holders and individual shareholders.
VOTING BY BROKER-DEALERS. The Trust expects that, before the Special Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms' proxy solicitation materials, the Fund understands that New
York Stock Exchange rules permit the broker-dealers to vote on the proposal to
be considered at the Special Meeting on behalf of their customers and beneficial
owners. Certain broker-dealers may exercise discretion over shares held in their
name for which no instructions are received by voting these shares in the same
proportion as they vote shares for which they received instructions.
QUORUM AND REQUIRED VOTE. The presence in person or by proxy of shareholders of
the Fund entitled to cast at least a majority of the votes to be cast shall
constitute a quorum at the Special Meeting. For purposes of determining the
presence of a quorum and counting votes on the matters presented, shares
represented by abstentions and "broker non-votes" likely will be counted as
present, but likely not treated as votes cast, at the Special Meeting. The
affirmative vote necessary to approve a matter under consideration is determined
with reference to a percentage of votes considered to be present at the Special
Meeting, which would have the effect of likely treating abstentions and broker
non-votes as if they were votes AGAINST the proposal.
The approval by shareholders of the Fund of a New Subadvisory Agreement will be
determined on the basis of a vote of a "majority of the outstanding voting
securities" of the Fund, as defined in and required by the 1940 Act. This vote
requires the lesser of (A) 67% or more of the voting securities of the Fund
present at such meeting, if the holders of more than 50% of the outstanding
voting securities of the Fund are present or represented by proxy; or (B) more
than 50% of the outstanding voting securities of the Fund.
ADJOURNMENT. In the event that a quorum is not present at the Special Meeting,
the Special Meeting will be adjourned to permit further solicitation of proxies.
In the event that a quorum is present, but sufficient votes have not been
received to approve the Proposal, the persons named as proxies may propose one
or more adjournments of the Special Meeting to permit further solicitation of
proxies with respect to the Proposal. The persons named as proxies will vote in
their discretion on questions of adjournment those shares for which proxies have
been received that grant discretionary authority to vote on matters that may
properly come before the Special Meeting.
SHAREHOLDER PROPOSALS. The Trust is not required, and does not intend, to hold
regular annual meetings of shareholders. Shareholders wishing to submit
proposals for consideration for inclusion in a proxy statement for the next
meeting of shareholders should send their written proposals to the Trust's
offices, 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, Attn:
Secretary, so they are received within a reasonable time before any such
meeting. The Trustees know of no business, other than the matter mentioned in
the Notice and described above, that is expected to come before the Special
Meeting. Should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment or postponement of the Special
Meeting, the persons named as proxies will vote on such matters according to
their best judgment in the interests of the Trust.
By the Order of the Board of Trustees of
Vision Group of Funds
Victor R. Siclari
Assistant Secretary
[January __], 2001
EXHIBIT A
FORM OF NEW SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT
This Subadvisory Agreement ("Agreement") is entered into as of ________ __, 2001
by and among the Vision Group of Funds, a Delaware business trust (the "Trust"),
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 Trust is an open-end investment management company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), and has eighteen
portfolios, including the Vision Large Cap Growth Fund (the "Fund");
The Trust and the Adviser have entered into an advisory agreement dated as of
November 1, 2000 (the "Advisory Agreement") as amended, pursuant to which the
Adviser provides portfolio management services to the Fund and the other
portfolios of the Trust;
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 Trustees of the Trust ("Trustees") 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 Trust, the Adviser and the Subadviser agree as
follows:
1. DELIVERY OF DOCUMENTS. The Trust has furnished the Subadviser with
copies, properly certified or otherwise authenticated, of each of the following:
(a) The Trust's Declaration of Trust ("Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Subadviser as the investment
subadviser to the Fund and approving the form of this Agreement;
(d) Resolutions of the Trustees 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; and
(f) The Trust'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
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.
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 Trustees, 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 Trustees, 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:
(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 Trustees 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 Trustees of the
Trust 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.
(c) Submit such reports relating to the valuation of the Fund's securities as
the Adviser may reasonably request.
(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 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) 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 Trustees for approval. The Subadviser will
submit any material change in its Code of Ethics to the Trustees 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 Trustees and will
provide a written report to the Trustees 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 Trustees may reasonably request,
furnish the Adviser and to each of the Trustees reports of Fund
transactions and reports on securities held in the Fund's portfolio, all in
such detail as the Adviser or the Trustees may reasonably request.
(g) Inform the Adviser and the Trustees 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 Trustees and
the Adviser at such times and with such frequency as the Trustees 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 Trustees such information as may be reasonably necessary in
order for the Trustees 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.
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 Trustees and of independent advisers,
independent contractors, consultants, managers and other agents employed by
the Trust or the Fund other than through the Subadviser;
(b) legal, accounting and auditing fees and expenses of the Trust or the Fund;
(c) the fees and disbursements of custodians and depositories of the Trust or
the Fund's assets, transfer agents, disbursing agents, plan agents and
registrars;
(d) taxes and governmental fees assessed against the Trust or the Fund's assets
and payable by the Trust or the Fund;
(e) the cost of preparing and mailing dividends, distributions, reports,
notices and proxy materials to shareholders of the Trust or the Fund except
that the Subadviser shall bear the costs of providing the information
referred to in Section 2(k) 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 Adviser's 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 0.50% 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 Trust 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 Trust.
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, Trustees 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 Trustees, 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 Trust 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 Trustees the
method used to allocate purchases and sales among the Subadviser's investment
advisory clients.
9. NO PARTNERSHIP OR JOINT VENTURE. The Trust, 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 reckless disregard of its obligations and duties
hereunder, the Subadviser shall not be subject to any liability to the Adviser,
the Trust, 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 Trust or the Fund shall be deemed, when acting within the scope
of his employment by the Trust or the Fund, to be acting in such employment
solely for the Trust 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, Trustees, 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, Trustees, 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 Trustees of the Trust voting in person, including a majority of
the Trustees who are not interested persons of the Trust, 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 Trust 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 Trust under this subsection may be taken either
by (i) vote of its Trustees, 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 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.
13. SHAREHOLDER APPROVAL OF AGREEMENT. The parties hereto acknowledge and agree
that the obligations of the Trust, 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 Trustees,
who are not interested persons of the Trust, 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 Trust and the Fund are not
personally binding upon, nor shall resort be had to be private property of,
any of the Trustees, shareholders, officers, employees or agents of the
Trust or the Fund, but only the Fund's property shall be bound. The Trust
or the Fund shall not be liable for the obligations of any other series of
the Trust.
(b) Any information supplied by the Trust 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 Subadviser agrees to submit any proposed sales literature (including
advertisements, whether in paper, electronic or Internet medium) for the
Trust, the Fund, the Subadviser or for any of its affiliates which mentions
the Trust, 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 Trust or the Fund. The Trust 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 Trust
agrees to cause the Adviser and the Trust'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.
(d) 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: 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
Trust: Vision Group of Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
Attention: Secretary
Facsimile Number: (412) 288-8141
(e) 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.
(f) This Agreement shall be construed in accordance with the laws of the State
of New York and the applicable provisions of the 1940 Act.
(g) 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.
15. LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF THE TRUST. The
execution and delivery of this Agreement have been authorized by the Trustees of
the Trust and signed by an authorized officer of the Trust, acting as such, and
neither such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or shareholders of the Trust,
but bind only the appropriate property of the Fund, or Class, as provided in the
Declaration of Trust.
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
By:
---------------------------------
Name:
Title:
MANUFACTURERS AND TRADERS
TRUST COMPANY
By:
---------------------------------
Name:
Title:
MONTAG & CALDWELL, INC.
By:
---------------------------------
Name:
Title:
SCHEDULE 1
Custody Agreement between the Trust 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 Trustees 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 Trust 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 B
FUND SUBADVISORY FEE RATES AND AGGREGATE SUBADVISORY FEES
FUND ANNUAL RATE Aggregate Fees
---- -----------
Paid from the Fund's
Commencement of Operations
ON MARCH 20, 2000 TO APRIL
30, 2000
Vision Large Cap Growth 0.50% on the first $3,345
Fund $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.
EXHIBIT C
DIRECTORS AND OFFICERS ASSOCIATED WITH THE SUBADVISER
Montag & Caldwell, Inc.
NAME TITLE/POSITION OTHER BUSINESS
---- -------------- --------------
Stuart D. Bilton Director President and Director, Alleghany
Asset Management, Inc.; Chairman,
Chicago Capital Management, Inc.;
Director of each of the following
entities: Montag & Caldwell, Inc.,
The Chicago Trust Company of
California, TAMRO Capital Partners
LLC, Veredus Asset Management LLC,
Chicago Deferred Exchange
Corporation, Chicago Deferred
Exchange Corporation of California,
Alleghany Investment Services, Inc.;
President and Chief Executive
Officer, Blairlogie International
LLC; Trustee, Alleghany Asset
Management Foundation
Ronald E. Director, Chief Director, Alleghany Asset Management,
Canakaris Executive Officer, Inc.; Director, Chief Executive
President Officer, and President, Montag &
Caldwell, Inc.
David B. Cuming* Director Senior Vice President and chief
financial officer, Alleghany
Corporation; Director of the
following entities: Alleghany Asset
Management, Inc., Montag & Caldwell,
Inc., Blairlogie Capital Management
Solon P. Patterson Director Director, Alleghany Asset Management,
Inc.; Director and Chairman, Montag
and Caldwell, Inc.; Director, The
Georgia Chamber of Commerce; Board
Member of Governors of the Investment
Counsel Association of America
David F. Seng Director Retired from Montag & Caldwell, Inc.
Elizabeth C. Secretary
Chester
Brian W. Stahl Treasurer
EXHIBIT D
COMPARABLE INVESTMENT COMPANIES ADVISED BY THE SUBADVISER
The following are investment companies with investment objectives similar to the
Fund, for whom M&C provided advisory services:
Subadvisory
Total Net Assets as of Compensation on an
October 31, 2000 Annual Basis Based on
NAME OF INVESTMENT COMPANY (000 OMITTED) the Value of Average
-------------------------- -------------
Daily
NET ASSETS
VISION LARGE CAP GROWTH FUND
Proxy for Special Meeting of Shareholders - January 30, 2001
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of the
Vision Large Cap Growth Fund (the "Fund"), a portfolio of Vision Group of Funds
(the "Trust"), hereby appoint Victor R. Siclari, C. Grant Anderson, Mark
Thompson, Susan Kimmel, Erin R. Dugan and Maureen Ferguson, or any one of them,
true and lawful attorneys, with the power of substitution of each, to vote all
shares of the Fund which the undersigned may be entitled to vote at the Special
Meeting of Shareholders (the "Special Meeting") to be held on January 30, 2001
at 5800 Corporate Drive, Pittsburgh, PA 15237-7010, at 2 p.m., and at any
adjournment thereof.
The proxies named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Special
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF VISION GROUP OF
FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSAL.
PROPOSAL 1..TO APPROVE A NEW SUBADVISORY AGREEMENT WITH MONTAG & CALDWELL,
INC. FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please complete, sign
and return this card as soon as possible.
Dated
Signature
Please sign this proxy exactly as your name appears on the books of the Trust.
Directors and other fiduciaries should indicate the capacity in which they sign,
and where more than one name appears, a majority must sign. If a corporation,
this signature should be that of an authorized officer who should state his or
her title.
