SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8A
ADOPTION OF AND AMENDMENT TO NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
Investment Company Act File No. 811-5514
The undersigned, Vision Group of Funds, a Delaware business trust
(the "Trust"), hereby notifies the U.S. Securities and Exchange Commission (the
"Commission") that the Trust hereby adopts the Notification of Registration of
Vision Group of Funds, Inc., a Maryland corporation, under and pursuant to the
provisions of Section 8(a) of the Investment Company Act of 1940, as amended,
and in connection with such Notification of Registration, submits the following
information:
Name of Registrant: Vision Group of Funds
(a Delaware business trust, as successor registrant
to Vision Group of Funds, Inc., a Maryland
corporation)
Address of Principal Business Office (No. & Street, City, State, Zip Code):
5800 Corporate Drive
Pittsburgh, PA 15237-7010
Telephone Number (including area code): (412) 288-1900
Name and address of agent for service of process:
C. Todd Gibson, Esquire
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Check Appropriate Box:
Registrant is filing an Amendment to its Registration
Statement pursuant to Section 8(b) of the Investment
Company Act of 1940, as amended, concurrently with the
filing of Form N-8A:
YES [ ] NO [X]1
Item 1. Exact name of Registrant: Vision Group of Funds
(consisting of separate series)
Item 2. State and Date of Organization: Delaware; August 11, 2000
Item 3. Form of Organization: business trust
Item 4. Classification of Registrant: management company
Item 5(a). Registrant is an open-end company.
Item 5(b). Each series of the Registrant is a diversified
investment company, except the Vision New York Municipal
Income Fund.
Item 6. Name and address of Investment Advisor of Registrant:
(i) Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, NY 14203
(ii) Federated Investment Management Company
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
(sub-advisor to Vision New York Tax-Free Money Market
Fund, a series of the Registrant)
(iii) Independence Investment Associates, Inc.
53 State Street
Boston, MA 02109
(sub-advisor to Vision Mid Cap Stock Fund, a series of
the Registrant)
(iv) Montag & Caldwell, Inc.
3455 Peachtree Road, N.E.
Suite 1200
Atlanta, GA 30326-3248
(sub-advisor to Vision Large Cap Growth Fund, a series
of the Registrant)
Item 7. Trustees and Officers of the Registrant:
Randall I. Benderson
570 Delaware Avenue
Buffalo, NY
Trustee
Joseph J. Castiglia
Roycroft Campus
21 South Grove Street
Suite 291
East Aurora, NY 14052
Trustee
Mark J. Czarnecki
5122 Eastbrooke Place
Williamsville, NY 14221
Trustee
Daniel R. Gernatt, Jr.
Richardson & Taylor
Hollow Road
Collins, NY
Trustee
George K. Hambleton, Jr.
1003 Admiral's Walk
Buffalo, NY
Trustee
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
President and Treasurer
Beth S. Broderick
Federated Investors Tower
Pittsburgh, PA
Vice President and Assistant Treasurer
C. Todd Gibson
Federated Investors Tower
Pittsburgh, PA
Secretary
Item 8. Not Applicable.
Item 9(a). No.
Item 9(b). Not Applicable.
Item 9(c). Yes. The Registrant, Vision Group of Funds, proposes
to begin a public offering of its shares of beneficial interest
commencing after the closing of the reorganization (the
"Reorganization") of Vision Group of Funds, Inc. (which is
currently a registered investment company engaged in a public
offering of its shares) into the Registrant, which is scheduled
to occur on November 8, 2000. Pursuant to the Reorganization, the
Registrant will receive all of the assets and liabilities of
Vision Group of Funds, Inc., in exchange for shares of beneficial
interest of the Registrant.
Item 9(d). No.
Item 9(e). Not Applicable.
Item 10. Current value of Registrant's total assets:
None
Item 11. No.
Item 12. None.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940,
as amended, the Registrant has caused this Adoption of and Amendment to
Notification of Registration to be duly signed on its behalf in the City of
Pittsburgh, and the Commonwealth of Pennsylvania as of the 8th day of November,
2000.
VISION GROUP OF FUNDS
Attest: /S/ C. TODD GIBSON By /S/ BETH S. BRODERICK
--------------------- ---------------------
Name: C. Todd Gibson Name: Beth S. Broderick
Title: Secretary Title: Vice President and Assistant Treasurer
1 On November 7, 2000, Vision Group of Funds filed Post-Effective Amendment No.
45/46 to the registration statement on Form N-1A of Vision Group of Funds, Inc.,
pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the "1933
Act"), in connection with the reorganization of Vision Group of Funds, Inc. into
Vision Group of Funds. By means of Post-Effective Amendment No. 45/46, which had
an effective date of November 8, 2000,Vision Group of Funds, as successor,
adopted the registration statement on Form N-1A of Vision Group of Funds, Inc.,
as the Trust's own registration statement pursuant to Rule 414 under the 1933
Act.
