ITEM 77Q(a) - COPIES OF ANY MATERIAL AMENDMENTS TO THE
REGISTRANT'S CHARTER OR BY-LAWS
VISION GROUP OF FUNDS, INC.
ARTICLES SUPPLEMENTARY
VISION GROUP OF FUNDS, INC., a Maryland
corporation having its principal office in the State of Maryland
in the City of Baltimore (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Corporation has classified as "Vision
Large Cap Core Fund - Class A Shares" Five Hundred Million
(500,000,000) previously unissued and unclassified shares of
the total Twenty Billion (20,000,000,000) authorized shares of
capital stock of the Corporation (par value one mill ($0.001)
per share).
SECOND: The Corporation has classified as "Vision
Large Cap Core Fund - Class B Shares" Five Hundred Million
(500,000,000)previously unissued and unclassified shares of
the total Twenty Billion (20,000,000,000) authorized shares
of capital stock of the Corporation (par value one mill ($0.001)
per share).
THIRD: The Class A Shares and Class B Shares of
Vision Large Cap Core Fund (the "Fund") classified hereby shall
each have the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications,
and terms and conditions of redemption as set forth in Article VI
of the Corporation's Articles of Incorporation and shall be
subject to all provisions of the Charter relating to stock
of the Corporation generally and to the following:
(1) The assets attributable to the Class A Shares and Class B
Shares of the Fund shall be invested in the same investment
portfolio of the Corporation, together with the assets attributable
to any other class of shares of the Fund.
(2) The dividends and distributions of investment income and
capital gains with respect to the Class A Shares of the Fund
and Class B Shares of the Fund, respectively, shall be in such
amounts as may be declared from time to time by the Board of
Directors, and such dividends and distributions for the Class A
Shares of the Fund and Class B Shares of the Fund may differ
from each other and from the dividends and distributions of
investment income and capital gains with respect to any other
classes of shares of the Fund, to reflect differing allocations
of the expenses of the Corporation and of the Fund among the
holders of the various classes and any resultant differences
among the net asset values per share of the various classes of
shares of the Fund, to such extent and for such purposes as the
Board of Directors may deem appropriate. The allocation of
investment income and losses, capital gains and losses, expenses,
and liabilities of the Corporation and of the Fund, and the
amounts distributable in the event of dissolution of the
Corporation or liquidation of the Corporation or of the Fund
among the classes of the Fund shall be determined by the Board
of Directors in a manner that is consistent with the Investment
Company Act of 1940, and the rules and regulations thereunder,
in each case as from time to time amended, modified or superseded.
(3) Except as may otherwise be required by law pursuant to any
applicable order, rule or interpretation issued by the Securities
and Exchange Commission, or otherwise, the holders of the Class A
Shares of the Fund and Class B Shares of the Fund, respectively,
shall have (i) exclusive voting rights with respect to any
matter submitted to a vote of stockholders that affects only
holders of the Class A Shares of the Fund or Class B Shares
the Fund, respectively, and (ii) no voting rights with respect
to any matter submitted to a vote of stockholders that does not
affect holders of the Class A Shares of the Fund or Class B
Shares of the Fund, respectively.
(4) At such times as may be determined by the Board of Directors
(or with the authorization of the Board of Directors, by the
Officers of the Corporation) in accordance with the Investment
Company Act of 1940, as amended, applicable rules and regulations
thereunder, and applicable rules and regulations of the National
Association of Securities Dealers, Inc., and reflected in the
pertinent registration statement of the Corporation, Class B
Shares of the Fund may be automatically converted into Class A
Shares of the Fund based on the relative net asset values of
such classes at the time of the conversion, subject, however,
to any conditions of conversion that may be imposed by the Board
of Directors (or with the authorization of the Board of
Directors, by the Officers of the Corporation) and reflected
in the pertinent registration statement of the Corporation
as aforesaid.
FOURTH: These foregoing Articles Supplementary do not
increase the authorized stock of the Corporation or the
aggregate par value thereof.
FIFTH: The shares of Vision Large Cap Core Fund - Class A
Shares and Vision Large Cap Core Fund - Class B Shares of the
Corporation, respectively, classified as set forth in Articles
FIRST and SECOND of these Articles Supplementary have been
classified by the Corporation's Board of Directors under the
authority contained in the Charter of the Corporation.
The undersigned Vice President acknowledges these Articles
Supplementary to be the corporate act of the Corporation and
states that to the best of her knowledge, information and belief,
the matters and facts set forth in these Articles with respect
to authorization and approval are true in all material respects
and that this statement is made under the penalties of perjury.
IN WITNESS WHEREOF, Vision Group of Funds, Inc. has caused
these Articles Supplementary to be signed in its name and on
its behalf by its Vice President and witnessed by its Secretary
as of this 15th day of June, 2000.
ATTEST: VISION GROUP OF FUNDS, INC.
/s/ C. Todd Gibson By: /s/ Beth S. Broderick
C. Todd Gibson Beth S. Broderick
Secretary Vice President
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