Exhibit (a)(vii) under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K
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: Effective July 1, 1999 the Corporation has classified as
"Vision Mid Cap Stock Fund Class A Shares" One Billion 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: Effective July 1, 1999 the Corporation has classified as
"Vision Mid Cap Stock Fund Class B Shares" One Billion 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 shares of Vision Mid Cap Stock Fund Class A Shares, and
Vision Mid Cap Stock Fund Class B Shares 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 set forth in Article VI of the Corporation's Charter and shall be
subject to all provisions of the Charter relating to capital stock of the
Corporation.
FOURTH: The foregoing Articles Supplementary does not increase the
authorized stock of the Corporation or the aggregate par value thereof; the
Corporation is registered as an open-end investment company under the Investment
Company Act of 1940, as amended; and the shares of Vision Mid Cap Stock Fund
Class A Shares and Vision Mid Cap Stock Fund Class B Shares of the Corporation
classified as set forth in Article FIRST 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
presents to be signed in its name and on its behalf by its Vice President and
witnessed by its Secretary as of this 21st day of June, 1999.
WITNESS: VISION GROUP OF FUNDS, INC.
/S/ VICTOR R. SICLARI By:/S/ BETH S. BRODERICK
------------------------ ---------------------------
Victor R. Siclari Beth S. Broderick
Secretary Vice President
Exhibit (a)(viii) under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K
VISION GROUP OF FUNDS, INC.
CERTIFICATE OF CORRECTION
VISION GROUP OF FUNDS, INC., a Maryland corporation, having its
principal office in Maryland in the City of Baltimore, Maryland (hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The title of the document being corrected is "Articles
Supplementary."
SECOND: The only party to the document being corrected is Vision Group of Funds,
Inc.
THIRD: The document being corrected was filed with the State Department of
Assessments and Taxation on July 2, 1999.
FOURTH: (1) Article THIRD in the document as previously filed reads as follows:
THIRD: The shares of Vision Mid Cap Stock Fund Class A Shares, and
Vision Mid Cap Stock Fund Class B Shares 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 charter and shall be
subject to all provisions of the Charter relating to stock of the Corporation.
(2) Article THIRD in the document, as corrected, reads as follows:
THIRD: The Class A Shares and Class B Shares of Vision Mid Cap Stock
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.
The undersigned Vice President acknowledges this Certificate of Correction
to be the corporate act of the Corporation and as to all matters or facts set
forth in theses Articles that are required to be verified under oath the
undersigned Vice President states that to the best of her knowledge, information
and belief, these matters and facts are true in all material respects and that
this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed
in its name and on its behalf by its Vice President and witnessed by its
Assistant Secretary as of this 3rd day of August, 1999.
ATTEST: VISION GROUP OF FUNDS, INC.
By: /S/ C. TODD GIBSON By: /S/ BETH S. BRODERICK
--------------------------- ----------------------------
C. Todd Gibson Beth S. Broderick
Assistant Secretary Vice President
Exhibit (a)(ix) under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K
VISION GROUP OF FUNDS, INC.
ARTICLES OF AMENDMENT
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: Effective August 22, 1999, the Charter of the Corporation is
hereby amended by renaming all of the issued and unissued shares of Vision
Equity Income Fund - Class A Shares as Vision Large Cap Value Fund - Class A
Shares.
SECOND: The foregoing amendment to the Charter of the Corporation
was approved by a majority of the entire Board of Directors; the foregoing
amendment is limited to a change expressly permitted by Section 2-605 of Title 2
of Subtitle 6 of the Maryland General Corporation Law to be made without action
by the stockholders of the Corporation; and the Corporation is registered as an
open-end investment company under the Investment Company Act of 1940, as
amended.
The undersigned Vice President acknowledges that these Articles of
Amendment are the act of the Corporation and states that to the best of his
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
presents to be signed in its name and on its behalf by its Vice President and
witnessed by its Secretary as of this 2nd day of August, 1999.
ATTEST: VISION GROUP OF FUNDS, INC.
By: /S/ C. TODD GIBSON By: /S/ BETH S. BRODERICK
--------------------- ---------------------------
C. Todd Gibson Beth S. Broderick
Assistant Secretary Vice President
Exhibit (a)(x) under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K
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: Effective August 22, 1999 the Corporation has classified as
"Vision Large Cap Growth Fund - Class B Shares" One Billion 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: Effective August 15, 1999 the Corporation has classified as
"Vision Large Cap Value Fund - Class B Shares" One Billion 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 shares of Vision Large Cap Growth Fund - Class B Shares
and Vision Large Cap Value Fund - Class B Shares classified hereby shall have
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption set forth in Article VI of the Corporation's Charter and shall be
subject to all provisions of the Charter relating to capital stock of the
Corporation generally and to the following:
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, Vision Large Cap Growth Fund - Class
B Shares of the Corporation may be automatically converted into Vision Large Cap
Growth Fund - Class A Shares of the Corporation, and Vision Large Cap Value Fund
- Class B Shares of the Corporation may be automatically converted into Vision
Large Cap Value Fund - Class A Shares of the Corporation, each 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: The foregoing Articles Supplementary does not increase the
------
authorized stock of the Corporation or the aggregate par value thereof.
FIFTH: The Corporation is registered as an open-end investment company
-----
under the Investment Company Act of 1940, as amended.
SIXTH: The shares of Vision Large Cap Growth Fund - Class B Shares
and Vision Large Cap Value Fund - Class B Shares of the Corporation 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 his 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
presents to be signed in its name and on its behalf by its Vice President and
witnessed by its Secretary as of this 2nd day of August, 1999.
ATTEST: VISION GROUP OF FUNDS, INC.
/S/ C. TODD GIBSON By: /S/ BETH S. BRODERICK
------------------------ ---------------------------
C. Todd Gibson Beth S. Broderick
Assistant Secretary Vice President
Exhibit (a)(xi) under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K
VISION GROUP OF FUNDS, INC.
ARTICLES OF AMENDMENT
VISION GROUP OF FUNDS, INC., a Maryland corporation having its principal
office in the City of Baltimore, Maryland (the "Company"), certifies to the
Maryland State Department of Assessment and Taxation as follows:
FIRST: ......The Charter of the Company is amended by reclassifying
all of the Company's Vision Growth with Income Fund - Class A Shares of Common
Stock and Vision Capital Appreciation Fund - Class A Shares of Common Stock as
Vision Mid Cap Stock Fund Class A Shares of Common Stock.
SECOND: Upon effectiveness of these Articles of Amendment:
------
1. (a) All of the assets and liabilities belonging to the Company's
Vision Growth with Income Fund - Class A Shares of Common Stock shall
automatically be conveyed, transferred and delivered to the Company's Vision Mid
Cap Stock Fund Class A Shares of Common Stock, and shall thereupon become and be
assets and liabilities belonging to the Vision Mid Cap Stock Fund Class A Shares
of Common Stock.
(b) Each of the issued and outstanding shares (and fractions
thereof) of the Company's Vision Growth with Income Fund - Class A Shares of
Common Stock will automatically, and without the need of any further act or
deed, be reclassified and changed to full and fractional issued and outstanding
shares of the Company's Vision Mid Cap Stock Fund Class A Shares of Common Stock
of equal aggregate net asset value, in such number of such Vision Mid Cap Stock
Fund Class A Shares of Common Stock as shall be determined by multiplying one
(1) times the number obtained by dividing the net asset value of a share of the
Vision Growth with Income Fund - Class A Shares of Common Stock by the net asset
value of a share of the Vision Mid Cap Stock Fund Class A Shares Common Stock,
all determined as of the close of regular trading on the New York Stock
Exchange, on the effective date of these Articles of Amendment.
(c) Each unissued share (or fraction thereof) of the Company's
Vision Growth with Income Fund - Class A Shares of Common Stock will
automatically, and without the need of any further act or deed, be reclassified
and changed to such number of unissued shares (or fractions thereof) of the
Company's Vision Mid Cap Stock Fund Class A Shares of Common Stock as shall
result, as of the effective time of these Articles of Amendment and as a result
hereof, in the total number of the Company's Vision Mid Cap Stock Fund Class A
shares of Common Stock being increased by 1,000,000,000 shares less the number
of issued and outstanding shares of the Company's Vision Mid Cap Stock Fund
Class A Shares of Common Stock resulting from paragraph 1(b) above.
(d) Open accounts on the share records of the Company's Vision
Mid Cap Stock Fund Class A Shares of Common Stock shall be established
representing the appropriate number of shares of Vision Mid Cap Stock Fund Class
A Shares of Common Stock owned by each former holder of Vision Growth with
Income Fund - Class A Shares of Common Stock as a result of the
reclassification.
2. (a) All of the assets and liabilities belonging to the Company's
Vision Capital Appreciation Fund - Class A Shares of Common Stock shall
automatically be conveyed, transferred and delivered to the Company's Vision Mid
Cap Stock Fund Class A Shares of Common Stock, and shall thereupon become and be
assets and liabilities belonging to the Vision Mid Cap Stock Fund Class A Shares
of Common Stock.
(b) Each of the issued and outstanding shares (and fractions
thereof) of the Company's Vision Capital Appreciation Fund - Class A shares of
Common Stock will automatically, and without the need of any further act or
deed, be reclassified and changed to full and fractional issued and outstanding
shares of the Company's Vision Mid Cap Stock Fund Class A Shares of Common Stock
of equal aggregate net asset value, in such number of such Vision Mid Cap Stock
Fund Class A Shares of Common Stock as shall be determined by multiplying one
(1) times the number obtained by dividing the net asset value of a share of the
Vision Capital Appreciation Fund - Class A Shares of Common Stock by the net
asset value of a share of the Vision Mid Cap Stock Fund Class A Shares of Common
Stock, all determined as of the close of regular trading on the New York Stock
Exchange, on the effective date of these Articles of Amendment.
(c) Each unissued share (or fraction thereof) of the Company's
Vision Capital Appreciation Fund - Class A Shares of Common Stock will
automatically, and without the need of any further act or deed, be reclassified
and changed to such number of unissued shares (or fractions thereof) of the
Company's Vision Mid Cap Stock Fund Class A Shares as shall result, as of the
effective time of these Articles of Amendment and as a result hereof, in the
total number of the Company's Vision Mid Cap Stock Fund Class A Shares of Common
Stock being increased by 1,000,000,000 shares less the number of issued and
outstanding shares of the Company's Vision Mid Cap Stock Fund Class A Shares of
Common Stock resulting from paragraph 2(b) above.
(d) Open accounts on the share records of the Company's Vision
Mid Cap Stock Fund Class A Shares of Common Stock shall be established
representing the appropriate number of shares of Vision Mid Cap Stock Fund Class
A Shares of Common Stock owned by each former holder of Vision Capital
Appreciation Fund - Class A Shares of Common Stock as a result of the
reclassification.
THIRD: This amendment does not increase the authorized capital stock
of the Company or the aggregate par value thereof. This amendment reclassifies
and changes the 1,000,000,000 authorized shares of the Company's Vision Growth
with Income Fund - Class A Shares of Common Stock and the 1,000,000,000
authorized shares of the Company Vision Capital Appreciation Fund - Class A
shares of Common Stock to an aggregate of 2,000,000,000 additional authorized
shares of the Company's Vision Mid Cap Stock Fund Class A Shares of Common
Stock.
FOURTH: Any outstanding certificates representing issued and
outstanding whole shares of the Company's Vision Growth with Income Fund - Class
A Shares of Common Stock and Vision Capital Appreciation Fund - Class A Shares
of Common Stock immediately prior to these Articles of Amendment becoming
effective shall, upon these Articles of Amendment becoming effective, be deemed
to represent the appropriate number of issued and outstanding whole shares of
the Company's Vision Mid Cap Stock Fund Class A Shares of Common Stock,
calculated as set forth in Article SECOND of these Articles of Amendment. Any
certificates representing shares of the Company's Vision Mid Cap Stock Fund
Class A Shares of Common Stock resulting from the aforesaid change and
reclassification need not be issued until certificates representing the shares
of the Company's Vision Growth with Income Fund - Class A Shares of Common Stock
and Vision Capital Appreciation Fund - Class A Shares of Common Stock, so
changed and reclassified, if issued, have been received by the Company or its
agent duly endorsed for transfer.
FIFTH: ......These amendments to the Charter of the Company have -----
been duly authorized and advised by the Board of Directors of the Company and
approved by the stockholders of the Company entitled to vote thereon.
SIXTH: ......These Articles of Amendment shall be effective as of -----
6:00 p.m. Eastern time on October 15, 1999.
IN WITNESS WHEREOF, VISION GROUP OF FUNDS, INC. has caused these
Articles of Amendment to be signed in its name and on its behalf by its Vice
President and witnessed by its Assistant Secretary, as of the 14th day of
October, 1999. The undersigned, Vice President of the Company who executed on
behalf of the Company the foregoing Articles of Amendment hereby acknowledges,
in the name and on behalf of the Company, the foregoing Articles of Amendment to
be the corporate act of the Company, and certifies that to the best of her
knowledge, information and belief, the matters and facts set forth herein with
respect to authorization and approval are true in all material respects, under
the penalties for perjury.
WITNESS ............VISION GROUP OF FUNDS, INC.
By: /S/ C. TODD GIBSON..................By: /S/ BETH S. BRODERICK
------------------------ ---------------------
C. Todd Gibson .................. Beth S. Broderick
Assistant Secretary................. Vice President
Exhibit (a)(xii) under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K
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: Effective June 1, 2000, 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: Effective June 1, 2000, 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 shares of Vision Large Cap Core Fund - Class A Shares and
Vision Large Cap Core Fund - Class B Shares classified hereby shall have the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption set forth in Article VI of the Corporation's Charter and shall be
subject to all provisions of the Charter relating to capital stock of the
Corporation generally and to the following:
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, Vision Large Cap Core Fund - Class B
Shares of the Corporation may be automatically converted into Vision Large Cap
Core Fund - Class A Shares of the Corporation, each 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: The foregoing Articles Supplementary does not increase the
------
authorized stock of the Corporation or the aggregate par value thereof.
FIFTH: The Corporation is registered as an open-end investment company
-----
under the Investment Company Act of 1940, as amended.
SIXTH: 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 Assistant Secretary as of this 1st 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
