1933 Act File No. 33-20673
1940 Act File No. 811-5514
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No. ....................
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Post-Effective Amendment No. 43 ........................ X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 44 ....................................... X
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VISION GROUP OF FUNDS
(Exact Name of Registrant as Specified in Charter)
5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
C. Todd Gibson, Esquire,
Federated Investors Tower,
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
(Notices should be sent to the Agent for Service)
It is proposed that this filing will become effective:
__ immediately upon filing pursuant to paragraph (b) _ on _______________
pursuant to paragraph (b) 60 days after filing pursuant to paragraph (a) (i) on
_________________ pursuant to paragraph (a) (i) _X 75 days after filing pursuant
to paragraph (a)(ii) on _________________ pursuant to paragraph (a)(ii) of Rule
485.
If appropriate, check the following box:
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
This amendment is being filed pursuant to Rule 414 under the Securities Act
of 1933. The successor issuer is filing the amendment to the registration
statement of predecessor issuer, and expressly adopting the registration
statement as its own.
The filing is made in anticipation of the reorganization of Vision Group of
Funds, Inc., a Maryland corporation (the "Corporation"), whereby the Corporation
will merge into Vision Group of Funds, a Delaware business trust. Shareholders
are expected to approve this reorganization at a meeting called for that purpose
on October 23, 2000. The reorganization is anticipated to take effect as of
October 26, 2000.
Copy to:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
PROSPECTUS
VISION GROUP OF FUNDS
CLASS A SHARES
VISION INTERMEDIATE TERM BOND FUND
VISION PENNSYLVANIA MUNICIPAL INCOME FUND
VISION MANAGED ALLOCATION FUND - CONSERVATIVE GROWTH
VISION MANAGED ALLOCATION FUND - MODERATE GROWTH
VISION MANAGED ALLOCATION FUND - AGGRESSIVE GROWTH
CLASS A SHARES AND CLASS B SHARES
VISION SMALL CAP STOCK FUND
VISION INTERNATIONAL EQUITY FUND
MUTUAL FUND SHARES ARE NOT BANK DEPOSITS, NOT FDIC INSURED, NOT GUARANTEED AND
MAY LOSE VALUE.
As with all mutual funds, the Securities and Exchange Commission (SEC) has
not approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
CONTENTS
Fund Goals, Strategies, Risks and Performance
What are the Funds' Fees and Expenses?
What do Shares Cost?
How are the Funds Sold?
How to Purchase Shares
How to Redeem Shares
How to Exchange Shares
Account and Share Information
Who Manages the Funds?
Financial Information
october __, 2000
FUND GOALS, STRATEGIES, RISKS AND PERFORMANCE
This Prospectus of the Vision Group of Funds (the "Trust") offers Class A
Shares of five portfolios, including two Income Funds and three Managed
Allocation Funds and Class A and Class B Shares of two Equity Funds. Under
separate prospectuses, the Trust offers 18 portfolios, including four money
market funds, five income funds, Class A and Class B Shares of six equity funds.
Vision Treasury Money Market Fund and Vision Money Market Fund offer Class S
Shares under a separate prospectus. The following describes the investment goals
(objectives), strategies and principal risks of each Fund. There can be no
assurance that a Fund will achieve its goal. However, each Fund endeavors to do
so by following the strategies and policies described in this prospectus.
VISION INTERMEDIATE TERM BOND FUND
INVESTMENT OBJECTIVE
The Vision Intermediate Term Bond Fund seeks current income with long-term
growth of capital as a secondary objective.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests substantially all, but under normal market
conditions no less than 65%, of its total assets in investment grade fixed
income securities. These include bonds, debentures, notes, mortgage-backed and
asset-backed securities, state, municipal or industrial revenue bonds, variable
and floating rate securities, variable master demand notes, obligations issued
or supported as to principal and interest by the U.S. Government or its agencies
or instrumentalities and debt securities convertible into, or exchangeable for,
common stocks. Unrated obligations will be purchased only if they are determined
by the Advisor to be at least comparable in quality at the time of purchase to
eligible rated securities. The Fund will have a dollar-weighted average maturity
of 3 to 10 years.
The Advisor selects securities based on current yield, maturity, yield to
maturity, anticipated changes in interest rates, and the overall credit quality
of the investment.
RISK/RETURN BAR CHART AND TABLE
A performance bar chart and total return information for the Fund will be
provided after the Fund has been in operation for a full calendar year.
VISION PENNSYLVANIA MUNICIPAL INCOME FUND
INVESTMENT OBJECTIVE
The Vision Pennsylvania Municipal Income Fund seeks income exempt from both
federal and Pennsylvania state income taxes, and preservation of capital.
PRINCIPAL INVESMENT STRATEGIES
The Fund primarily invests in municipal securities issued by Pennsylvania
and its local governments ("Pennsylvania Municipal Securities"), and in debt
obligations issued by the government of Puerto Rico and other governmental
entities whose debt obligations provide interest income exempt from federal and
Pennsylvania state income taxes. The Fund is nondiversified, which means that it
can invest a large percentage of its assets in a small number of issuers. The
Fund expects that the dollar- weighted average maturity of its investments will
be 3 to 10 years. The Fund invests in investment grade municipal securities.
During normal market conditions the Fund normally will invest at least: -
65% of its total assets in Pennsylvania municipal securities; and - 80% of its
net assets in securities paying interest that is
exempt from federal income tax but may be subject to the federal
alternative minimum tax when received by certain shareholders.
RISK/RETURN BAR CHART AND TABLE
A performance bar chart and total return information for the Fund will be
provided after the Fund has been in operation for a full calendar year.
VISION MANAGED ALLOCATION FUNDS
INVESTMENT OBJECTIVES
THE VISION MANAGED ALLOCATION FUND - CONSERVATIVE GROWTH seeks capital
appreciation and income. The Vision Managed Allocation Fund - Moderate Growth
seeks capital appreciation and, secondarily, income. The Vision Managed
Allocation Fund - Aggressive Growth seeks capital appreciation.
INVESTMENT STRATEGIES
Each Managed Allocation Fund seeks to achieve its objective by investing in
a combination of underlying funds managed by the Advisor. The underlying funds
in which each Managed Allocation Fund may invest include Vision Funds'
Institutional Prime Money Market Fund and U.S. Treasury Money Market Funds. Both
the Institutional Prime Money Market and Treasury Money Market Funds seek
current income with liquidity and stability of principal by investing in high
quality money market instruments. The Institutional Prime Money Market Fund and
the Treasury Money Market Fund seek to maintain a constant net asset value of
$1.00 per share for purchases and redemptions.
The Vision Managed Allocation Fund - Conservative Growth currently plans to
generally invest the largest proportion of its assets in Vision Funds that
invest primarily in fixed income securities. The Fund's remaining assets may be
invested in shares of underlying Vision Funds that invest primarily in equity
securities and in money market instruments.
The Fund currently plans to invest in shares of the following underlying
Vision Funds within the percentage ranges indicated:
Investment Range
(Percentage of the Managed
Allocation Fund -
Conservative
GROWTH ASSETS)
ASSET CLASS
MONEY MARKET FUNDS 5-50%
------------------
Institutional Prime Money Market Fund
Treasury Money Market Fund
FIXED INCOME FUNDS 35-70%
------------------
Institutional Limited Duration Government Securities Fund
Intermediate Term Bond Fund
U.S. Government Securities Fund
EQUITY FUNDS 5-35% Large Cap Growth Fund Small Cap Stock Fund International
Equity Fund Mid Cap Stock Fund Large Cap Core Fund Large Cap Value Fund THE
VISION MANAGED ALLOCATION FUND - MODERATE GROWTH generally invests at least 55%
of its assets in Vision Funds that invest primarily in either equity securities
or fixed income securities. The Fund's remaining assets may be invested in
shares of underlying Vision Funds that invest primarily in money market
instruments. The Fund currently plans to invest in shares of the following
underlying Vision Funds within the percentage ranges indicated:
Investment Range
(Percentage of the
Managed Allocation
Fund - Moderate
ASSET CLASS GROWTH ASSETS)
----------- --------------
MONEY MARKET FUNDS 5-45%%
------------------
Institutional Prime Money Market Fund
Treasury Obligations Money Market Fund
FIXED INCOME FUNDS 15-50%
------------------
Institutional Limited Duration Government Securities Fund
Intermediate Term Bond Fund
U.S. Government Securities Fund
EQUITY FUNDS 40-70%
------------
Large Cap Growth Fund
Small Cap Stock Fund
International Equity Fund
Mid Cap Stock Fund
Large Cap Core Fund
Large Cap Value Fund
THE VISION MANAGED ALLOCATION FUND - AGGRESSIVE GROWTH currently plans to
generally invest 70% to 100% of its assets in Vision Funds that invest primarily
in equity securities. The Fund's remaining assets may be invested in shares of
underlying Vision Funds that invest primarily in fixed income securities and
money market instruments.
The Fund currently plans to invest in shares of the following underlying
Vision Funds within the percentage ranges indicated:
Investment Range
(Percentage of the
Managed Allocation
Fund - Aggressive
ASSET CLASS GROWTH ASSETS)
----------- --------------
MONEY MARKET FUNDS 0-20%
------------------
Institutional Prime Money Market Fund
Treasury Money Market Fund
FIXED INCOME FUNDS 0-30%
------------------
Institutional Limited Duration Government Securities Fund
Intermediate Term Bond Fund
U.S. Government Securities Fund
EQUITY FUNDS 70-100%
------------
Large Cap Growth Fund
Small Cap Stock Fund
International Equity Fund
Mid Cap Stock Fund
Large Cap Core Fund
Large Cap Value Fund
VISION SMALL CAP STOCK FUND
INVESTMENT OBJECTIVE
The Vision Small Cap Stock Fund seeks growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
The Fund will invest substantially all, but under normal market conditions
no less than 65%, of its total assets in common stocks and securities
convertible into common stocks of companies with market capitalizations at the
time of purchase ranging between $100 million and $5 billion. The Fund intends
to invest 90% or more of its assets in common stocks and securities convertible
to common stocks under normal market conditions. Stocks purchased by the Fund
generally will be traded on established U.S. markets and exchanges.
The Fund attempts to invest in high quality small- to mid-capitalization
companies that its Sub-Advisor believes have demonstrated one or more of the
following characteristics: strong growth, solid management, innovative products,
and a steady revenue and earnings history. The Sub-Advisor emphasizes company
specific factors rather than industry factors when deciding to buy or sell
securities.
TOTAL RETURN BAR CHART AND TABLE
A performance bar chart and total return information for the Fund will be
provided after the Fund has been in operation for a full calendar year.
VISION INTERNATIONAL EQUITY FUND
INVESTMENT OBJECTIVE
The Vision International Equity Fund seeks long-term capital appreciation,
primarily through a diversified portfolio of non-U.S. equity securities.
PRINCIPAL INVESTMENT STRATEGIES
The Fund will invest substantially all, but under normal market conditions
in no event less than 65%, of its total assets in equity or convertible
securities in at least eight countries other than the United States. Although it
may invest anywhere in the world, the Fund invests primarily in the equity
markets listed in the Morgan Stanley Capital International European,
Australasia, Far East ("MSCI EAFE") Index(R), the benchmark against which the
Fund measures its portfolio. The Fund may also invest in foreign forward
currency contracts to achieve allocation strategies. The International Equity
Fund Sub-Advisor's investment perspective for the Fund is to invest in the
equity securities of non-U.S. markets and companies which are believed to be
undervalued based upon internal research and proprietary valuation systems.
RISK/RETURN BAR CHART AND TABLE
A performance bar chart and total return information for the Fund will be
provided after the Fund has been in operation for a full calendar year.
PRINCIPAL RISKS OF THE FUNDS
The Funds and the Shares offered by this prospectus are not deposits or
obligations of M&T Bank (Adviser), are not endorsed or guaranteed by M&T Bank
and are not insured or guaranteed by the U.S. government, the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other government
agency.
Each Managed Allocation Fund is also subject to affiliated persons risk. In
managing the Managed Allocation Funds, the Advisor and Sub-Advisor will have the
authority to select and substitute the underlying funds in which the Managed
Allocation Funds will invest. The Advisor and Sub-Advisor are subject to
conflicts of interest in allocating Fund assets among the various underlying
funds both because the fees payable to it and/or its affiliates by some
underlying funds are higher than the fees payable by other underlying funds and
because the Advisor and Sub-Advisor and their affiliates are also responsible
for managing the underlying funds. The Trustees and officers of the Funds may
also have conflicting interests in fulfilling their fiduciary duties to both the
Funds and the underlying funds.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
RISKS INTERMEDIATE PENNSYLVANIA MANAGED MANAGED MANAGED SMALL INTERNATIONAL
TERM MUNICIPAL ALLOCATION ALLOCATION ALLOCATION CAP EQUITY
BOND FUND BOND FUND FUND - FUND - FUND - STOCK FUND
CONSERVATIVMODERATEAGGRESSIVFUND
GROWTH GROWTH GROWTH
Stock Market Risks1 X X X X X
Risks Related to X X X X X
Investing
forGrowth2
Risks Related to X X X X X
Investing forValue3
Risks Related to X X X X
CompanySize4
Interest Rate X X
Risks5
Credit Risks6 X X
Call Risks7 X X
Prepayment Risks8 X X
Tax Risks9 X
Risks of X
Non-diversification10
Pennsylvania X
Investment Risks11
</TABLE>
1 THE RISK POSED BY THE FACT THAT THE VALUE OF EQUITY SECURITIES RISE AND
FALL.
2 DUE TO THEIR RELATIVELY HIGH VALUATIONS, GROWTH STOCKS ARE TYPICALLY MORE
VOLATILE THAN VALUE STOCKS.
3 DUE TO THEIR RELATIVELY LOW VALUATIONS, VALUE STOCKS ARE TYPICALLY LESS
VOLATILE THAN GROWTH STOCKS AND THEREFORE MAY LAG BEHIND GROWTH STOCKS IN
AN UP MARKET.
4 THE RISK POSED BY MID- AND SMALL-MARKET CAPITALIZATION COMPANIES TENDING TO
HAVE FEWER SHAREHOLDERS, LESS LIQUIDITY, MORE VOLATILITY, UNPROVEN TRACK
RECORDS, LIMITED PRODUCT OR SERVICE BASE AND LIMITED ACCESS TO CAPITAL.
THESE RISKS ARE GREATER FOR SMALL-MARKET CAPITALIZATION STOCKS.
5 THE RISK POSED BY THE FACT THAT PRICES OF FIXED INCOME SECURITIES RISE AND
FALL INVERSELY IN RESPONSE TO INTEREST RATE CHANGES. IN ADDITION, THIS RISK
INCREASES WITH THE LENGTH OF THE MATURITY OF THE DEBT.
6 THE POSSIBILITY THAT AN ISSUER WILL DEFAULT ON A SECURITY BY FAILING TO PAY
INTEREST OR PRINCIPAL WHEN DUE.
7 THE POSSIBILITY THAT AN ISSUER MAY REDEEM A FIXED INCOME SECURITY BEFORE
MATURITY AT A PRICE BELOW ITS CURRENT MARKET PRICE.
8 THE RISK POSED BY THE RELATIVE VOLATILITY OF MORTGAGE-BACKED SECURITIES.
THE LIKELIHOOD OF PREPAYMENTS INCREASES IN A DECLINING INTEREST RATE
ENVIRONMENT AND DECREASE IN A RISING INTEREST RATE ENVIRONMENT. THIS
ADVERSELY AFFECTS THE VALUE OF THESE SECURITIES.
9 FAILURE OF A MUNICIPAL SECURITY TO MEET CERTAIN LEGAL REQUIREMENTS MAY
CAUSE THE INTEREST RECEIVED AND DISTRIBUTED BY THE FUND TO SHAREHOLDERS TO
BE TAXABLE.
10 SINCE THIS FUND IS NON-DIVERSIFIED, THERE IS A RISK THAT ANY ONE ISSUER MAY
HAVE A GREATER IMPACT ON THE FUND'S SHARE PRICE AND PERFORMANCE COMPARED TO
THAT OF A DIVERSIFIED FUND.
11 THESE FUNDS EMPHASIZE INVESTMENTS IN PENNSYLVANIA AND ARE MORE SUBJECT TO
EVENTS THAT MAY ADVERSELY AFFECT PENNSYLVANIA ISSUERS.
WHAT ARE THE FUNDS' FEES AND EXPENSES?
VISION FUNDS
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
CLASS A AND CLASS B Shares of the Funds.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER INTERMEDIATE PENNSYLVANIA MANAGED MANAGED MANAGED SMALL INTERNATIONAL
FEES TERM BOND MUNICIPAL ALLOCATION ALLOCATION ALLOCATION CAP EQUITY
FUND INCOME FUND - FUND - FUND - STOCK FUND
FUND CONSERVATIMODERATEAGGRESSIFUND
GROWTH GROWTH GROWTH
FEES PAID CLASS A CLASS A CLASS A CLASS A CLASS A CLASS CLASS CLASS A CLASS
DIRECTLY FROM A B B
YOUR
INVESTMENT
Maximum Sales 4.50% 4.50% 5.00% 5.00% 5.00% 5.50% None 5.50% None
Charge (Load)
Imposed on
Purchases (as
a percentage
of offering
price)
Maximum None None None None None None 5.00% None 5.00%
Deferred
Sales Charge
(Load) (as a
percentage of
original
purchase
price or
redemption
proceeds, as
applicable)
Maximum Sales None None None None None None None None None
Charge (Load)
Imposed on
Reinvested
Dividends
(and other
Distributions)
(as a
percentage of
offering
price).
Redemption None None None None None None None None None
Fee (as a
percentage of
amount
redeemed, if
applicable)
Exchange Fee None None None None None None None None None
ANNUAL FUND
OPERATING
EXPENSES
(Before
Waivers and
Reimbursements)
EXPENSES THAT
ARE DEDUCTED
FROM FUND
ASSETS
(AS A
PERCENTAGE OF
PROJECTED
AVERAGE NET
ASSETS)
Management 0.70% 0.70% 0.25% 0.25% 0.25% 0.85% 0.85% 1.25% 1.25%
Fee (2)
Distribution 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
(12b-1) Fee
(3)
Shareholder 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Services Fee
(4)
Other 0.24% 0.32% 38.07% 8.40% 7.91% 0.28% 0.28% 0.56% 0.56%
Expenses (5)
Total Annual 1.44% 1.52% 38.82% 9.15% 8.66% 1.63% 1.63% 2.31% 2.31%
Fund
Operating
Expenses
Total 0.73% 0.50% 37.82% 8.15% 7.66% 0.50% 0.30% 0.60% 0.35%
Waiver of
Fund Expenses
Total 0.71% 1.02% 1.00% 1.00% 1.00% 1.13% 1.33% 1.71% 1.96%
Annual
Operating
Expenses
(After
Waivers and
Reimbursements)
</TABLE>
1 Pursuant to an agreement between the distributor and the shareholder
services provider, respectively, distributor and shareholder services
provider agreed to waive and/or reimburse certain amounts. These are shown
below along with the net expenses the Funds EXPECT TO PAY for the period
ending June 30, 2001.
2 The Adviser expects to contractually waive a portion of the management fee.
The management fee paid by Intermediate Term Bond Fund, Managed Allocation
Fund - Conservative Growth, Managed Allocation Fund - Moderate Growth,
Managed Allocation Fund - Aggressive Growth and International Equity Fund
(after the anticipated voluntary waiver) will be 0.47%, 0.00%, 0.00%, 0.00%
and 1.15%, respectively for the period ending June 30, 2001.
3 The Funds do not expect to pay or accrue the distribution (12b-1) fee for
Class A and Class B Shares during the period ending June 30, 2001. If the
Funds were to accrue or pay distribution (12b-1) fees, they would be able
to pay up to 0.25% of each Fund's Class A or Class B Shares average daily
net assets. See "Fund Management, Distribution and Administration."
4 The Funds (except Small Cap Stock Fund Class B and International Equity
Fund Class B) do not expect to pay or accrue shareholder services fee
during the period ending June 30, 2001, pursuant to a contractual agreement
with the shareholder services provider. If the Funds were to accrue or pay
shareholder services fees, they would be able to pay up to 0.25% of each
Fund's average daily net assets. The shareholder service fee provider
expects to contractually waive a portion of the shareholder services fee
for the Small Cap Stock Fund Class B. The shareholder services fee Small
Cap Stock Fund Class B Shares expect to pay (after the anticipated
voluntary waiver) is expected to be 0.20% for the period ending June 30,
2001. See "Fund Management, Distribution and Administration."
5 The Adviser expects to voluntarily reimburse certain operating expenses.
The Adviser can terminate this voluntary reimbursement at any time. Total
other expenses expected to be paid by the Managed Allocation Fund -
Conservative Growth, Managed Allocation Fund - Moderate Growth, and Managed
Allocation Fund - Aggressive Growth (after the anticipated voluntary
reimbursement) will be 1.00% for the period ending June 30, 2001.
EXAMPLE
The following example is intended to help you compare the cost of investing
in the Fund's Class A Shares and Class B Shares with the cost of investing in
other mutual funds.
The example assumes that you invest $10,000 in the Fund's Class A Shares
and Class B Shares for the time periods indicated and then redeem all of your
shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's Class A Shares and
Class B Shares operating expenses ARE BEFORE WAIVERS AND REIMBURSEMENTS as shown
in the table and remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
CLASS A SHARES 1 YEAR 3
--------------------------------------------------------------------------
YEARS
-------------------
Intermediate Term Bond Fund $ 590 $ 885
Pennsylvania Municipal Income Fund $ 598 $ 909
Managed Allocation Fund - Conservative Growth $3,564 $6,934
Managed Allocation Fund - Moderate Growth $1,351 $2,949
Managed Allocation Fund - Aggressive Growth $1,308 $2,835
Small Cap Stock Fund $ 707 $1,036
International Equity Fund $ 771 $1,232
CLASS B SHARES 1 YEAR 3
--------------------------------------------------------------------------
YEARS
--------------------
SMALL CAP STOCK FUND
Expenses assuming redemption $ 666 $ 814
Expenses assuming no redemption $ 166 $ 514
INTERNATIONAL EQUITY FUND
Expenses assuming redemption $ 734 $1,021
Expenses assuming no redemption $ 234 $ 721
WHAT ARE THE FUNDS' MAIN INVESTMENTS AND INVESTMENT TECHNIQUES?
EQUITY SECURITIES
Equity securities represent a share of an issuer's earnings and assets,
after the issuer pays its liabilities. The Fund cannot predict the income it
will receive from equity securities because issuers generally have discretion as
to the payment of any dividends or distributions. However, equity securities
offer greater potential for appreciation than many other types of securities,
because their value increases directly with the value of the issuer's business.
The following describes the types of equity securities in which the Fund
invests.
COMMON STOCKS
Common stocks are the most prevalent type of equity security. Common stocks
receive the issuer's earnings after the issuer pays its creditors and any
preferred stockholders. As a result, changes in an issuer's earnings directly
influence the value of its common stock.
PREFERRED STOCKS
Preferred stocks have the right to receive specified dividends or
distributions before the issuer makes payments on its common stock. Some
preferred stocks also participate in dividends and distributions paid on common
stock. Preferred stocks may also permit the issuer to redeem the stock. The Fund
may also treat such redeemable preferred stock as a fixed income security.
INTERESTS IN OTHER LIMITED LIABILITY COMPANIES
Entities such as limited partnerships, limited liability companies,
business trusts and companies organized outside the United States may issue
securities comparable to common or preferred stock.
REAL ESTATE INVESTMENT TRUSTS (REITS)
REITs are real estate investment trusts that lease, operate and finance
commercial real estate. REITs are exempt from federal corporate income tax if
they limit their operations and distribute most of their income. Such tax
requirements limit a REIT's ability to respond to changes in the commercial real
estate market.
WARRANTS
Warrants give the Fund the option to buy the issuer's equity securities at
a specified price (the exercise price) at a specified future date (the
expiration date). The Fund may buy the designated securities by paying the
exercise price before the expiration date. Warrants may become worthless if the
price of the stock does not rise above the exercise price by the expiration
date. This increases the market risks of warrants as compared to the underlying
security. Rights are the same as warrants, except companies typically issue
rights to existing stockholders.
FIXED INCOME SECURITIES
Fixed income securities pay interest, dividends or distributions at a
specified rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities.
A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields. The following describes the principal types of fixed income
securities in which a Fund may invest.
TREASURY SECURITIES
Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the lowest
credit risks.
AGENCY SECURITIES
Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity (a GSE) acting under federal authority. The United
States supports some GSEs with its full faith and credit. Other GSEs receive
support through federal subsidies, loans or other benefits. A few GSEs have no
explicit financial support, but are regarded as having implied support because
the federal government sponsors their activities. Agency securities are
generally regarded as having low credit risks, but not as low as treasury
securities.
The Fund treats mortgage backed securities guaranteed by GSEs as agency
securities. Although a GSE guarantee protects against credit risks, it does not
reduce the interest rate and prepayment risks of these mortgage backed
securities.
CORPORATE DEBT SECURITIES
Corporate debt securities are fixed income securities issued by businesses.
Notes, bonds, debentures and commercial paper are the most prevalent types of
corporate debt securities. The Fund may also purchase interests in bank loans to
companies. The credit risks of corporate debt securities vary widely among
issuers. In addition, the credit risk of an issuer's debt security may vary
based on its priority for repayment. For example, higher ranking (senior) debt
securities have a higher priority than lower ranking (subordinated) securities.
This means that the issuer might not make payments on subordinated securities
while continuing to make payments on senior securities. In addition, in the
event of bankruptcy, holders of senior securities may receive amounts otherwise
payable to the holders of subordinated securities. Some subordinated securities,
such as trust preferred and capital securities notes, also permit the issuer to
defer payments under certain circumstances. For example, insurance companies
issue securities known as surplus notes that permit the insurance company to
defer any payment that would reduce its capital below regulatory requirements.
MUNICIPAL SECURITIES
Municipal securities are issued by states, counties, cities and other
political subdivisions and authorities. Although many municipal securities are
exempt from federal income tax, the Fund may invest in taxable municipal
securities.
MORTGAGE BACKED SECURITIES
Mortgage backed securities represent interests in pools of mortgages. The
mortgages that comprise a pool normally have similar interest rates, maturities
and other terms. Mortgages may have fixed or adjustable interest rates.
Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage backed securities come in a variety of forms. Many have extremely
complicated terms. The simplest form of mortgage backed securities are
pass-through certificates. An issuer of pass-through certificates gathers
monthly payments from an underlying pool of mortgages. Then, the issuer deducts
its fees and expenses and passes the balance of the payments onto the
certificate holders once a month. Holders of pass-through certificates receive a
pro rata share of all payments and pre- payments from the underlying mortgages.
As a result, the holders assume all the prepayment risks of the underlying
mortgages.
COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)
CMOs, including interests in real estate mortgage investment conduits
(REMICs), allocate payments and prepayments from an underlying pass-through
certificate among holders of different classes of mortgage backed securities.
This creates different prepayment and interest rate risks for each CMO class.
ASSET BACKED SECURITIES
Asset backed securities are payable from pools of obligations other than
mortgages. Most asset backed securities involve consumer or commercial debts
with maturities of less than ten years. However, almost any type of fixed income
assets (including other fixed income securities) may be used to create an asset
backed security. Asset backed securities may take the form of commercial paper,
notes, or pass through certificates. Asset backed securities have prepayment
risks.
ZERO COUPON SECURITIES
Zero coupon securities do not pay interest or principal until final
maturity unlike debt securities that provide periodic payments of interest
(referred to as a coupon payment). Investors buy zero coupon securities at a
price below the amount payable at maturity. The difference between the purchase
price and the amount paid at maturity represents interest on the zero coupon
security. Investors must wait until maturity to receive interest and principal,
which increases the interest rate and credit risks of a zero coupon security.
BANK INSTRUMENTS
Bank instruments are unsecured interest bearing deposits with banks. Bank
instruments include bank accounts, time deposits, certificates of deposit and
banker's acceptances. Yankee instruments are denominated in U.S. dollars and
issued by U.S. branches of foreign banks. Eurodollar instruments are denominated
in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks.
CREDIT ENHANCEMENT
Credit enhancement consists of an arrangement in which a company agrees to
pay amounts due on a fixed income security if the issuer defaults. In some cases
the company providing credit enhancement makes all payments directly to the
security holders and receives reimbursement from the issuer. Normally, the
credit enhancer has greater financial resources and liquidity than the issuer.
For this reason, the Adviser usually evaluates the credit risk of a fixed income
security based solely upon its credit enhancement.
TAX EXEMPT SECURITIES
Tax exempt securities are fixed income securities that pay interest that is
not subject to regular federal income taxes. Typically, states, counties, cities
and other political subdivisions and authorities issue tax exempt securities.
The market categorizes tax exempt securities by their source of repayment.
Interest income on such securities may be subject to the federal alternative
minimum tax (AMT) for individuals and corporations.
FOREIGN SECURITIES
Foreign securities are securities of issuers based outside the United
States. The Fund considers an issuer to be based outside the United States if:
o it is organized under the laws of, or has a principal office located in,
another country;
o the principal trading market for its securities is in another country; or
o it (or its subsidiaries) derived in its most current fiscal year at least
50% of its total assets, capitalization, gross revenue or profit from goods
produced, services performed, or sales made in another country.
Foreign securities are primarily denominated in foreign currencies. Along with
the risks normally associated with domestic securities of the same type, foreign
securities are subject to currency risks and risks of foreign investing. Trading
in certain foreign markets is also subject to liquidity risks.
DEPOSITARY RECEIPTS
Depositary receipts represent interests in underlying securities issued by a
foreign company. Depositary receipts are not traded in the same market as the
underlying security. The foreign securities underlying American Depositary
Receipts (ADRs) are traded outside the United States. ADRs provide a way to
buy shares of foreign-based companies in the United States rather than in
overseas markets. ADRs are also traded in U.S. dollars, eliminating the need
for foreign exchange transactions. The foreign securities underlying European
Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), and
International Depositary Receipts (IDRs), are traded globally or outside the
United States. Depositary receipts involve many of the same risks of
investing directly in foreign securities, including currency risks and risks
of foreign investing.
FOREIGN EXCHANGE CONTRACTS
In order to convert U.S. dollars into the currency needed to buy a foreign
security, or to convert foreign currency received from the sale of a foreign
security into U.S. dollars, the Fund may enter into spot currency trades. In
a spot trade, the Fund agrees to exchange one currency for another at the
current exchange rate. The Fund may also enter into derivative contracts in
which a foreign currency is an underlying asset. The exchange rate for
currency derivative contracts may be higher or lower than the spot exchange
rate. Use of these derivative contracts may increase or decrease the Fund's
exposure to currency risks.
FOREIGN GOVERNMENT SECURITIES
Foreign government securities generally consist of fixed income securities
supported by national, state or provincial governments or similar political
subdivisions. Foreign government securities also include debt obligations of
supranational entities, such as international organizations designed or
supported by governmental entities to promote economic reconstruction or
development, international banking institutions and related government
agencies. Examples of these include, but are not limited to, the
International Bank for Reconstruction and Development (the World Bank), the
Asian Development Bank, the European Investment Bank and the Inter-American
Development Bank.
Foreign government securities also include fixed income securities of
quasi-governmental agencies that are either issued by entities owned by a
national, state or equivalent government or are obligations of a political
unit that are not backed by the national government's full faith and credit.
Further, foreign government securities include mortgage-related securities
issued or guaranteed by national, state or provincial governmental
instrumentalities, including quasi-governmental agencies.
REPURCHASE AGREEMENTS
Repurchase agreements are transactions in which the Fund buys a security
from a dealer or bank and agrees to sell the security back at a mutually agreed
upon time and price. The repurchase price exceeds the sale price, reflecting the
Fund's return on the transaction. This return is unrelated to the interest rate
on the underlying security. The Funds will enter into repurchase agreements only
with banks and other recognized financial institutions, such as securities
dealers, deemed creditworthy by the Adviser.
The Fund's custodian will take possession of the securities subject to
repurchase agreements. The Adviser will monitor the value of the underlying
security each day to ensure that the value of the security always equals or
exceeds the repurchase price. Repurchase agreements are subject to credit risks.
OTHER CONSIDERATIONS
PORTFOLIO TURNOVER. The portfolio turnover rate for each Fund will be
included in the Financial Highlights section of this prospectus once the Funds
begin operations. The Funds are actively managed and, in some cases in response
to market conditions, a Fund's portfolio turnover have and will exceed 100%. A
higher rate of portfolio turnover increases brokerage and other expenses, which
must be borne by the fund and its shareholders. High portfolio turnover also may
result in the realization of substantial net short-term capital gains, which are
taxable when distributed to shareholders.
TEMPORARY DEFENSIVE POSITIONS. Each Fund may temporarily hold investments
that are not part of its main investment strategy to try to avoid losses during
unfavorable market conditions. These investments may include cash (which will
not earn any income). In addition, the Intermediate Term Income Fund may hold
money market instruments, including short-term debt securities issued or
guaranteed by the U.S. Government or its agencies and securities of money market
funds, and the Pennsylvania a Municipal Bond Fund may hold taxable municipal
obligations of other states, and taxable obligations. These strategies could
prevent a Fund from achieving its investment objective and, if utilized by an
equity fund, could reduce the Fund's return and affect its performance during a
market upswing.
OTHER TYPES OF INVESTMENTS. This prospectus describes each Fund's principal
investment strategies and the particular types of securities in which each Fund
principally invests. Each Fund may, from time to time, make other types of
investments and pursue other investment strategies in support of its overall
investment goal. These supplemental investment strategies -- and the risks
involved -- are described in detail in the Statement of Additional Information
("SAI"), which is referred to on the back cover of this prospectus.
INVESTMENT RATINGS FOR INVESTMENT GRADE SECURITIES. The Adviser will
determine whether a security is investment grade based upon the credit ratings
given by one or more nationally recognized rating services. For example,
Standard and Poor's, a rating service, assigns ratings to investment grade
securities (AAA, AA, A, and BBB) based on their assessment of the likelihood of
the issuer's inability to pay interest or principal (default) when due on each
security. Lower credit ratings correspond to higher credit risk. If a security
has not received a rating, the Fund must rely entirely upon the Adviser's credit
assessment that the security is comparable to investment grade.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund may invest its assets in securities of other investment companies,
including the securities of affiliated money market funds, as an efficient means
of carrying out its investment policies and managing its uninvested cash.
WHAT ARE THE SPECIFIC RISKS OF INVESTING IN THE FUND?
STOCK MARKET RISKS
The value of equity securities in the Fund's portfolio will rise and fall.
These fluctuations could be a sustained trend or a drastic movement. The Fund's
portfolio will reflect changes in prices of individual portfolio stocks or
general changes in stock valuations. Consequently, the Fund's share price may
decline. The Adviser attempts to manage market risk by limiting the amount the
Fund invests in each company's equity securities. However, diversification will
not protect the Fund against widespread or prolonged declines in the stock
market.
RISKS RELATED TO INVESTING FOR GROWTH
Due to their relatively high valuations, growth stocks are typically more
volatile than value stocks. For instance, the price of a growth stock may
experience a larger decline on a forecast of lower earnings, a negative
fundamental development, or an adverse market development. Further, growth
stocks may not pay dividends or may pay lower dividends than value stocks. This
means they depend more on price changes for returns and may be more adversely
affected in a down market compared to value stocks that pay higher dividends.
RISKS RELATED TO INVESTING FOR VALUE
Due to their relatively low valuations, value stocks are typically less
volatile than growth stocks. For instance, the price of a value stock may
experience a smaller increase on a forecast of higher earnings, a positive
fundamental development, or positive market development. Further, value stocks
tend to have higher dividends than growth stocks. This means they depend less on
price changes for returns and may lag behind growth stocks in an up market.
RISKS RELATED TO COMPANY SIZE
Generally, the smaller the market capitalization of a company, the fewer
the number of shares traded daily, the less liquid its stock and the more
volatile its price. Market capitalization is determined by multiplying the
number of its outstanding shares by the current market price per share.
Companies with smaller market capitalizations also tend to have unproven
track records, a limited product or service base and limited access to capital.
These factors also increase risks and make these companies more likely to fail
than companies with larger market capitalizations.
INTEREST RATE RISKS
Prices of fixed income securities rise and fall in response to changes in
the interest rate paid by similar securities. Generally, when interest rates
rise, prices of fixed income securities fall. However, market factors, such as
the demand for particular fixed income securities, may cause the price of
certain fixed income securities to fall while the prices of other securities
rise or remain unchanged. Interest rate changes have a greater effect on the
price of fixed income securities with longer durations. Duration measures the
price sensitivity of a fixed income security to changes in interest rates.
CREDIT RISKS
Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, the Fund
will lose money.
Many fixed income securities receive credit ratings from services such as
Standard & Poor's and Moody's Investor Services, Inc. These services assign
ratings to securities by assessing the likelihood of issuer default. Lower
credit ratings correspond to higher credit risk. If a security has not received
a rating, the Fund must rely entirely upon the Adviser's credit assessment.
Fixed income securities generally compensate for greater credit risk by
paying interest at a higher rate. The difference between the yield of a security
and the yield of a U.S. Treasury security with a comparable maturity (the
spread) measures the additional interest paid for risk. Spreads may increase
generally in response to adverse economic or market conditions. A security's
spread may also increase if the security's rating is lowered, or the security is
perceived to have an increased credit risk. An increase in the spread will cause
the price of the security to decline.
Credit risk includes the possibility that a party to a transaction
involving the Fund will fail to meet its obligations. This could cause the Fund
to lose the benefit of the transaction or prevent the Fund from selling or
buying other securities to implement its investment strategy.
CALL RISKS
Call risk is the possibility that an issuer may redeem a fixed income
security before maturity (a call) at a price below its current market price. An
increase in the likelihood of a call may reduce the security's price.
If a fixed income security is called, the Fund may have to reinvest the
proceeds in other fixed income securities with lower interest rates, higher
credit risks, or other less favorable characteristics.
PREPAYMENT RISKS
Unlike traditional fixed income securities, which pay a fixed rate of
interest until maturity (when the entire principal amount is due) payments on
mortgage backed securities include both interest and a partial payment of
principal. Partial payment of principal may be comprised of scheduled principal
payments as well as unscheduled payments from the voluntary prepayment ,
refinancing, or foreclosure of the underlying loans. These unscheduled
prepayments of principal create risks that can adversely affect a Fund holding
mortgage backed securities.
For example, when interest rates decline, the values of mortgage backed
securities generally rise. However, when interest rates decline, unscheduled
prepayments can be expected to accelerate, and the Fund would be required to
reinvest the proceeds of the prepayments at the lower interest rates then
available. Unscheduled prepayments would also limit the potential for capital
appreciation on mortgage backed securities.
Conversely, when interest rates rise, the values of mortgage backed
securities generally fall. Since rising interest rates typically result in
decreased prepayments, this could lengthen the average lives of mortgage backed
securities, and cause their value to decline more than traditional fixed income
securities.
Generally, mortgage backed securities compensate for the increased risk
associated with prepayments by paying a higher yield. The additional interest
paid for risk is measured by the difference between the yield of a mortgage
backed security and the yield of a U.S. Treasury security with a comparable
maturity (the spread). An increase in the spread will cause the price of the
mortgage backed security to decline. Spreads generally increase in response to
adverse economic or market conditions. Spreads may also increase if the security
is perceived to have an increased prepayment risk or is perceived to have less
market demand.
TAX RISKS
In order to be tax-exempt, municipal securities must meet certain legal
requirements. Failure to meet such requirements may cause the interest received
and distributed by the Fund to shareholders to be taxable.
Changes or proposed changes in federal tax laws may cause the prices of
municipal securities to fall. RISKS OF NON-DIVERSIFICATION Since this Fund is
non-diversified, there is a risk that any one issuer may have a greater impact
on the Fund's Share price and performance compared to that of a diversified
fund.
PENNSYLVANIA INVESTMENT RISKS
The Funds emphasize investments in Pennsylvania and are more subject to
events that may adversely affect Pennsylvania issuers.
WHAT DO SHARES COST?
You can purchase, redeem, or exchange Shares any day the New York Stock
Exchange (NYSE) is open. Purchases and redemptions by wire will not be available
on days the Federal Reserve wire system is closed. All of the Funds offer Class
A Shares. Only the Vision Small Cap Stock Fund and Vision International Equity
Fund offer Class B Shares. The differences between the two classes relate to the
timing and amount of asset based sales charge an investor bears directly or
indirectly as a shareholder. When the Funds receive your transaction request in
proper form (as described in this prospectus), it is processed at the next
calculated net asset value (NAV) plus any applicable front-end sales charge
(public offering price). The Class B Shares of the Vision Small Cap Stock Fund
and Vision International Equity Fund do not charge front-end sales charges.
The value of Shares of the Funds is generally determined based upon the
market value of portfolio securities. However, the Funds' Board may determine in
good faith that another method of valuing investments is necessary to appraise
their fair market value. If an Equity Fund owns foreign securities that trade in
foreign markets on days the NYSE is closed, the value of a Fund's assets may
change on days you cannot purchase, redeem or exchange Shares.
NAV for the Funds is determined at the end of regular trading (normally
4:00 p.m. Eastern time) each day the NYSE is open. The Equity Funds generally
value equity securities according to the last sale price in the market in which
they are primarily traded (either a national securities exchange or the
over-the-counter market). The Funds generally value fixed income securities
according to the mean between bid and asked prices as furnished by an
independent pricing service, except that fixed income securities with remaining
maturities of less than 60 days at the time of purchase may be valued at
amortized cost.
Each Fund's current NAV and/or public offering price may be found in the
mutual funds section of certain local newspapers under Vision Funds. The minimum
initial investment in each Fund is $500 unless the investment is in a retirement
plan or an IRA account, in which case the minimum initial investment is $250.
Subsequent investments must be in amounts of at least $25. The minimum initial
and subsequent investment amounts may be waived or lowered from time to time. An
institutional investor's minimum investment will be calculated by combining all
accounts it maintains with the Funds.
The maximum front-end sales charge that you will pay on an investment in
Class A Shares is 5.50%. The Class B Shares have no front-end sales charge. The
maximum contingent deferred sales charge you will pay (at the time of
redemption) on Class B Shares is 5.00%. Keep in mind that investment
professionals may charge you additional fees for their services in connection
with your Share transactions.
SALES CHARGE WHEN YOU PURCHASE--CLASS A SHARES
Class A Shares of Vision Small Cap Stock Fund and Vision International
Equity Fund are sold at their NAV next determined after an order is received,
plus a sales charge as follows:
PURCHASE AMOUNT SALES SALES
CHARGE CHARGE AS
AS A A
PERCENTAGE PERCENTAGE
OF PUBLIC OF NAV
OFFERING
PRICE
Less than $50,000 5.50% 5.82%
$50,000 but less 4.25% 4.44%
than $100,000
$100,000 but less 3.25% 3.36%
than $250,000
$250,000 but less 2.25% 2.30%
than $500,000
$500,000 but less 2.00% 2.04%
than $1 million
$1 million or greater 0.00% 0.00%
Class A Shares of Vision Managed Allocation Fund - Conservative Growth, Vision
Managed Allocation Fund - Moderate Growth and Vision Managed Allocation Fund -
Aggressive Growth are sold at their NAV next determined after an order is
received, plus a sales charge as follows:
PURCHASE AMOUNT SALES SALES
CHARGE CHARGE AS
AS A A
PERCENTAGE PERCENTAGE
OF PUBLIC OF NAV
OFFERING
PRICE
Less than $50,000 5.00% 5.26%
$50,000 but less 4.00% 4.17%
than $100,000
$100,000 but less 3.00% 3.09%
than $250,000
$250,000 but less 2.00% 2.04%
than $500,000
$500,000 but less 1.00% 1.01%
than $1 million
$1 million or greater 0.00% 0.00%
THE SALES CHARGE AT PURCHASE MAY BE REDUCED BY:
o purchasing Shares in greater quantities to reduce the applicable sales
charge;
o combining concurrent purchases of Shares: - by you, your spouse, and your
children under age 21; or - of the same share class of two or more Vision
Funds (other than money market funds);
o accumulating purchases (in calculating the sales charge on an additional
purchase, include the current value of previous Share purchases still
invested in the Fund); or
o signing a Letter of Intent (LOI) to purchase a specific dollar amount of
Shares within 13 months (call your investment professional or see the
Fund's purchase application for more information).
THE SALES CHARGE MAY BE ELIMINATED WHEN YOU PURCHASE SHARES:
o within 90 days of redeeming Shares of an equal or lesser amount of the
redemption;
o within 60 days of redeeming shares of any other mutual fund which was sold
with a sales charge or commission or fixed or variable rate annuities of an
equal or lesser amount;
o by exchanging Shares from the same share class of another Vision Fund
(other than a money market fund);
o through wrap accounts or other investment programs where you pay the
investment professional directly for services;
o through investment professionals that receive no portion of the sales
charge;
o as a current or retired Trustee or employee of the Fund, the Adviser, the
Distributor, the Sub-adviser and their affiliates, and the immediate family
members of these individuals;
o as an employee of a dealer which has a selling group agreement with the
Distributor;
o as an investor referred by any sub-adviser to the Funds.
If your investment qualifies for a reduction or elimination of the sales
charge, you or your investment professional should notify the Fund's
Distributor, Federated Securities Corp., or M&T Bank's Mutual Fund Services at
the time of purchase. If the Distributor or Mutual Fund Services is not
notified, you will receive the reduced sales charge only on additional
purchases, and not retroactively on previous purchases.
SALES CHARGE WHEN YOU REDEEM--CLASS B SHARES
Your redemption proceeds may be reduced by a sales charge, commonly
referred to as a contingent deferred sales charge (CDSC), as follows:
SHARES HELD UP TO: CDSC
1 year 5.00%
2 years 4.00%
3 years 3.00%
4 years 3.00%
5 years 2.00%
6 years 1.00%
7 years or more 0.00%
Class B Shares convert to Class A Shares (which pay lower ongoing expenses)
eight years after purchase. This is a non-taxable event.
YOU WILL NOT BE CHARGED A CDSC WHEN REDEEMING CLASS B SHARES:
o purchased with reinvested dividends or capital gains;
o you reinvested within 90 days of a previous redemption;
o that you exchanged into the same share class of another Vision Fund where
the Shares were held for the applicable CDSC holding period (other than a
money market fund);
o purchased through investment professionals who did not receive advanced
sales payments;
o if, after you purchase Shares, you become disabled, as defined by the IRS;
o of Shares held by Trustees, employees, and sales representatives of the
Funds, the Distributor, or affiliates of the Funds or Distributor,
employees of any investment professional that sells Shares of the Funds
pursuant to a sales agreement with the Distributor, and their immediate
family members to the extent that no payments were advanced for purchases
made by these persons;
o of Shares originally purchased through a bank trust department, a
registered investment adviser or retirement plans where the third party
administrator has entered into certain arrangements with the Distributor or
its affiliates, or any other investment professional, to the extent that no
payments were advanced for purchases made through such entities;
o if the redemption qualified under the Systematic Withdrawal Program;
o if the Fund redeems your Shares and closes your account for not meeting the
minimum balance requirement;
o if your redemption is a required retirement plan distribution;
o upon the death of the last surviving shareholder of the account.
If your redemption qualifies, you or your investment professional should
notify the Distributor at the time of redemption to eliminate the CDSC. If the
Distributor is not notified, the CDSC will apply.
TO KEEP THE SALES CHARGE AS LOW AS POSSIBLE, THE FUND REDEEMS YOUR SHARES
IN THIS ORDER:
o Shares that are not subject to a CDSC; and
o Shares held the longest (to determine the number of years your Shares have
been held, include the time you held Class B shares of other Vision Funds
that have been exchanged for Shares of this Fund).
The CDSC is then calculated using the share price at the time of purchase
or redemption, whichever is lower.
HOW ARE THE FUNDS SOLD?
Vision Small Cap Stock Fund and Vision International Equity Fund offer two
share classes: Class A Shares and Class B Shares. Vision Intermediate Term Bond
Fund, Vision Pennsylvania Municipal Income Fund, Vision Managed Allocation Fund
- Conservative Growth, Vision Managed Allocation Fund - Moderate Growth and
Vision Managed Allocation Fund - Aggressive Growth offer one share class: Class
A Shares. Each class represents interests in a single portfolio of securities.
This prospectus relates to both Class A Shares and Class B Shares. Each share
class has different sales charges and other expenses, which affect their
performance. Contact your investment professional or call Mutual Fund Services
at (800) 836-2211 for more information concerning Class S Shares.
The Fund's Distributor markets the Shares described in this prospectus to
institutions or individuals, directly or through an investment professional that
has an agreement with the Distributor (Authorized Dealer). When the Distributor
receives marketing fees and sales charges, it may pay some or all of them to
investment professionals. The Distributor and its affiliates may pay out of
their assets other amounts (including items of material value) to investment
professionals for marketing and servicing Shares. The Distributor is a
subsidiary of Federated Investors, Inc. (Federated).
RULE 12B-1 PLANS
Each Fund has adopted a Rule 12b-1 Plan, which allows it to pay marketing
fees to the Distributor for the sale and distribution of the Funds' Class A and
Class B Shares. In the case of Class B Shares, the Plan may also be used to
compensate the Distributor, the Adviser, a subadviser, their affiliates or
investment professionals for commissions advanced on the sale of Class B Shares.
The Distributor may voluntarily waive or reduce its fees. Because these Shares
pay marketing fees on an ongoing basis, your investment cost may be higher over
time than other shares with different sales charges and marketing fees. The
Funds have no present intention of paying or accruing 12b-1 fees on Class A
Shares.
SHAREHOLDER SERVICES
The Funds have adopted a Shareholder Services Plan on behalf of each class
of Shares, which is administered by Federated Administrative Services. M&T Bank
acts as shareholder servicing agent for the Funds, providing shareholder
assistance, communicating or facilitating purchases and redemptions of Shares,
and distributing prospectuses and other information. Except for the Small Cap
Stock Fund, no Fund has a present intention of paying or accruing shareholder
servicing fees on Class A SHARES.
HOW TO PURCHASE SHARES
You may purchase Shares through M&T Bank, M&T Securities, Inc., or through
an
Authorized Dealer at the NAV next determined after the purchase order is
received plus any applicable sales charge.
Payment may be made by check or federal funds wire or by debiting your
account at M&T Bank or any of its affiliate banks. Purchase orders for the Funds
must be received by 4:00 p.m. (Eastern time) in order to receive that day's
closing NAV. Purchase orders through Automated Clearing House (ACH) must be
received by 3:00 p.m. (Eastern time). For settlement of an order to occur,
payment must be received on the next business day following the order. Where a
Fund offers more than one Share Class and you do not specify the Class choice on
your form of payment, you automatically will receive Class A Shares. The Funds
reserve the right to reject any purchase request. The Funds do not issue share
certificates.
THROUGH M&T BANK
To purchase Shares through M&T Bank, contact an account representative at
M&T Bank or affiliates of M&T Bank which make Shares available, or M&T Bank's
Mutual Fund Services at (800) 836-2211 (in the Buffalo area call (716)
635-9368).
THROUGH M&T SECURITIES, INC.
To purchase Shares through a representative of M&T Securities, Inc. (M&T
Securities) call (800) 724-5445.
THROUGH AN AUTHORIZED DEALER
Contact your Authorized Dealer for specific instructions on how to purchase
Shares.
PAYMENT BY CHECK
To purchase Shares of the Funds for the first time by mail using a check as
payment, complete and sign an account application form and mail it, together
with a check payable to (Name of the Fund and Class of Shares) to:
Vision Group of Funds
P.O. Box 4556
Buffalo, New York, 14240-4556
Current shareholders can purchase Shares by mail by sending a check to the
same address. Orders by mail are considered received after payment by check has
been converted into federal funds. This is normally the next business day after
the check is received.
PAYMENT BY WIRE
You may purchase Shares by Federal Reserve wire, whereby your bank sends
money to the Funds' bank through the Federal Reserve System. Wire orders will
only be accepted on days on which the Funds, M&T Bank and the Federal Reserve
wire system are open. Some financial institutions may charge a fee for wire
services.
Call M&T Bank's Mutual Fund Services or a representative of M&T Securities
before 4:00 p.m. (Eastern time) to place your order. The order is considered
immediately received, provided that payment by federal funds is received before
3:00 p.m. (Eastern time) the next business day. Some financial institutions may
charge a fee for wire services.
PAYMENT BY BANK ACCOUNT TRANSFER
To purchase Shares of the Funds by transferring money from your bank
account, you must maintain a checking or NOW deposit account at M&T Bank or any
of its affiliate banks.
To place an order, call M&T Bank's Mutual Fund Services or a representative
of M&T Securities before 4:00 p.m. (Eastern time). The money will be transferred
from your checking or NOW deposit account to your Fund account on the next
business day. Your purchase of Shares will be effected on the day the order is
placed.
CUSTOMER AGREEMENTS
Shareholders normally purchase Shares through different types of customer
accounts at M&T Bank and its affiliates. You should read this prospectus
together with any agreements between you and the Bank to learn about the
services provided, the fees charged for those services, and any restrictions and
limitations imposed.
SYSTEMATIC INVESTMENT PROGRAM
Once you have opened a Fund account, you can add to your investment on a
regular basis in amounts of $25 or more through automatic deductions from your
checking or NOW deposit account. The money may be withdrawn and periodically
invested in Fund Shares at the next NAV calculated after your order is received
plus any applicable sales charge. To sign up for this program, please call M&T
Bank's Mutual Fund Services for an application.
THROUGH AN EXCHANGE
You may purchase Shares of the Funds through an exchange from the same
Share class of another Vision Fund. You must meet the minimum initial investment
requirement for purchasing Shares and both accounts must have identical
registrations.
RETIREMENT INVESTMENTS
Shares of the Funds can be purchased as an investment for retirement plans
or IRA accounts. You may be subject to an annual IRA account fee. Vision
Pennsylvania Municipal Income Fund is generally not appropriate for retirement
plans or IRA accounts. For further details, contact the Funds and consult a tax
adviser.
HOW TO REDEEM SHARES
Each Fund redeems Shares at its NAV next determined after the Fund receives
the redemption request in proper form, subject to daily cut off times, less any
applicable CDSC. Shares may be redeemed directly from the Funds by telephone or
by mail.
BY TELEPHONE
To redeem Shares by telephone, call M&T Bank's Mutual Fund Services at
(800) 836-2211 (in the Buffalo area call (716) 635-9368). The proceeds will be
wired to your account at M&T Bank or an affiliate or to another account you
previously designated at a domestic commercial bank account that is a member of
the Federal Reserve System. Redemptions by wire can only be made on days the
Federal Reserve wire system, M&T Bank and the Funds are open for business.
If you call before 4:00 p.m. (Eastern time) you will receive a redemption
amount based on that day's NAV. The proceeds of your redemption request will be
wired to your account the next business day.
You are automatically eligible to make telephone redemptions unless you
check the box on your new account application form to decline the privilege. It
is recommended that you provide the necessary information for the telephone/wire
redemption option on your initial application. If you do not do this and later
wish to take advantage of the telephone redemption privilege, you must call M&T
Bank's Mutual Fund Services for authorization forms.
M&T Bank reserves the right to charge a fee for a wire transfer from a
customer checking account, which may contain redemption proceeds, to another
commercial bank. Redemption requests for Shares held through an IRA account must
be made by mail and not by telephone.
The Funds reserve the right to modify or terminate the telephone redemption
privilege at any time. Shareholders will be notified prior to any modification
or termination. Your telephone instructions may be electronically recorded for
your protection. Shareholders who accept the telephone redemption service
authorize the Vision Group of Funds and its agents to act upon their telephonic
instructions to redeem Shares from any account for which they have authorized
such services. If reasonable procedures are not followed by the Funds, they may
be liable for losses due to unauthorized or fraudulent telephone transactions.
BY MAIL
You may redeem Shares by sending your written request to:
Vision Group of Funds
P.O. Box 4556
Buffalo, New York 14240-4556
Your written request must include your name, the Fund's name and share class,
your account number, and the Share or dollar amount you wish to redeem. Please
call M&T Bank's Mutual Fund Services at (800) 836-2211 for specific instructions
before redeeming by mail.
Normally, a check for the proceeds is mailed within one business day but in no
event more than seven business days, after receipt of a proper written
redemption request.
ADDITIONAL CONDITIONS
SIGNATURE GUARANTEES
You must have a signature guarantee on written redemption requests:
o when you are requesting a redemption of $50,000 or more;
o when you want a redemption to be sent to an address other than the one you
have on record with the Fund; or
o when you want the redemption payable to someone other than the shareholder
of record.
Your signature can be guaranteed by any federally insured financial
institution (such as a bank or credit union) or a broker-dealer that is a
domestic stock exchange member, BUT NOT BY A NOTARY PUBLIC.
LIMITATIONS ON REDEMPTION PROCEEDS
Redemption proceeds for Shares redeemed by mail are normally mailed within one
business day after receiving a request in proper form. However, payment may be
delayed up to seven days:
o to allow your purchase payment to clear;
o during periods of market volatility; or
o when a shareholder's trade activity or amount adversely impacts a Fund's
ability to manage its assets.
SYSTEMATIC WITHDRAWAL PROGRAMS
CLASS A SHARES
You may automatically redeem Class A Shares in a minimum amount of $50 on a
regular basis. Your account must be worth at least $10,000 at the time the
program is established. This program may reduce, and eventually deplete, your
account. Payments should not be considered yield or income. Generally, it is not
advisable to continue to purchase Class A Shares subject to a sales charge while
redeeming Shares using this program. For more information and an application
form for this program call M&T Bank's Mutual Fund Services at (800) 836-2211.
CLASS B SHARES
A CDSC will not be charged on SWP redemptions of Class B Shares if:
o Shares redeemed are 12% or less of the account value in a single year; o
the account is at least one year old;
o all dividends and capital gains distributions are reinvested; and
o the account has at least a $10,000 balance when the SWP is established
(multiple Class B Share accounts cannot be aggregated to meet this minimum
balance).
You will be subject to a CDSC on redemption amounts that exceed the 12%
annual limit. In measuring the redemption percentage, your account is valued
when you establish the SWP and then annually at calendar year-end.
This program may reduce, and eventually deplete, your account. Payments
should not be considered yield or income. For more information and an
application form for this program call M&T Bank's Mutual Fund Services at (800)
836-2211.
REDEMPTION IN KIND
Although the Funds intend to pay Share redemptions in cash, each Fund
reserves the right to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.
REDEMPTION FROM RETIREMENT ACCOUNTS
In the absence of your specific instructions, 10% of the value of your
redemption from a retirement account in the Fund may be withheld for taxes. This
withholding only applies to certain types of retirement accounts.
HOW TO EXCHANGE SHARES
You may exchange Shares of a Fund for the same share class of another
Vision Fund at the NAV next determined after the Funds receive the exchange in
proper form. In order to exchange Shares you must:
o meet the minimum initial investment requirements (if the exchange results
in the establishment of a new account);
o establish an account into the Fund you want to acquire if you do not have
an account in that Fund;
o ensure that the account registrations are identical; o receive a prospectus
for the Fund into which you wish to exchange; and o only exchange into
Funds that may be legally sold in your state of residence. An exchange is
treated as a redemption and subsequent purchase and is a taxable
transaction.
For additional information about the exchange privilege, call M&T Bank's
Mutual
Fund Services at (800) 836-2211.
CLASS A SHARE EXCHANGES
EXCHANGES AT NAV
If you exchange between Funds with different sales charges, the exchange
will be made at NAV. If you paid a sales charge once (included Shares acquired
through reinvestment of dividends and capital gains) you will not have to pay
the sales charge again upon exchange. This is true even if you exchange out of a
Fund with a sales charge, then into a Fund without a sales charge and back into
a Fund with a sales charge.
EXCHANGES SUBJECT TO A SALES CHARGE
If you purchased into a Fund without a sales charge, and exchange into a
Fund with a sales charge, you will be assessed the applicable sales charge when
you make the exchange. However, the sales charge will not be applied to any
Shares that you acquired through reinvestment of dividends and capital gains.
CLASS B SHARE EXCHANGES
You may exchange Class B Shares from one Fund to another at NAV without any
sales charge. The time you held the original Class B Shares will be added to the
time you held the exchanged-for Class B Shares for purposes of calculating any
applicable CDSC when you ultimately redeem those Shares.
The Funds may modify or terminate the exchange privilege at any time, and
shareholders will be notified prior to any modification or termination. The
Funds' management or adviser may determine from the amount, frequency, and
pattern of exchanges that a shareholder is engaged in excessive trading that is
detrimental to a Fund and other shareholders. If this occurs, the Fund may
terminate the availability of exchanges to that shareholder, limit the number of
exchanges allowed, and may bar that shareholder from purchasing other Vision
Funds.
EXCHANGING SHARES BY TELEPHONE
You may exchange Shares between Funds by calling M&T Bank's Mutual Fund
Services at (800) 836-2211 (in Buffalo, (716) 635-9368).
Exchange instructions must be received by M&T Bank's Mutual Fund Services
and transmitted to Federated Shareholder Services Company by 4:00 p.m. (Eastern
time) for Shares to be exchanged that same day.
You will not receive a dividend from the Fund into which you are exchanging
on the date of the exchange. You will automatically be eligible for telephone
exchanges, unless you check the box on the new account application form to
decline this privilege. It is recommended that you provide the necessary
information for the telephone exchange option on your initial application. If
you do not do this and later wish to take advantage of the privilege, you may
call M&T Bank's Mutual Fund Services for authorization forms. Shareholders who
accept the telephone exchange service authorize the Vision Funds and its agents
to act upon their telephonic instructions to exchange Shares from any account
for which they have authorized such services. If reasonable procedures are not
followed by the Funds, the shareholder may be liable for losses due to
unauthorized or fraudulent telephone transactions.
EXCHANGING SHARES BY MAIL
You may exchange Shares by mail by sending your written request to:
Vision Group of Funds
P.O. Box 4556
Buffalo, New York 14240-4556
All written requests must include your name, the Fund's name and Share
class, your account number, and the share or dollar amount you wish to exchange
and the name of the Fund into which the exchange is to be made.
SYSTEMATIC EXCHANGE PROGRAM
You may exchange Shares from one Fund into another Fund on a monthly,
quarterly or annual basis. Exchanges must be at least $25 and are subject to
limitations and any applicable sales charges as described above. For more
information and an application form for the Systematic Exchange Program, call
M&T Bank's Mutual Fund Services at (800) 836-2211.
ACCOUNT AND SHARE INFORMATION
CONFIRMATIONS AND ACCOUNT STATEMENTS
You will receive confirmation of purchases, redemptions and exchanges
(except systematic transactions). In addition, you will receive periodic
statements reporting all account activity, including systematic transactions,
dividends and capital gains paid.
DIVIDENDS AND CAPITAL GAINS
FUND DIVIDENDS
DECLARED/
DIVIDENDS PAID
Income Funds Monthly/Monthly
Equity Funds Quarterly/Quarterly
International Equity Fund Annually/Annually
Dividends (if any) are paid to shareholders invested in a Fund on the
record date. In addition, each Fund intends to pay any capital gains at least
annually. Your dividends and capital gains distributions will be automatically
reinvested in additional Shares without a sales charge, unless you elect cash
payments. If you purchase shares just before a Fund declares a dividend (other
than a Fund that declares dividends daily) or capital gain distribution, you
will pay the full price for the shares and then receive a portion of the price
back in the form of a distribution, whether or not you reinvest the distribution
in Shares. Therefore, you should consider the tax implications of purchasing
Shares shortly before the Fund declares a dividend or capital gain.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, non-retirement
accounts may be closed if redemptions or exchanges cause the account balance to
fall below $250. Before an account is closed, you will be notified and allowed
30 days to purchase additional Shares to meet the minimum account balance
required.
TAX INFORMATION
The Funds send you an annual statement of your account activity to assist
you in completing your federal, state and local tax returns. Fund distributions
of dividends and capital gains are taxable to you whether paid in cash or
reinvested in a Fund. Capital gains distributions are taxable at different rates
depending upon the length of time a Fund holds its assets.
Fund distributions for the Vision Small Cap Stock Fund, Vision
International Equity Fund, Vision Managed Allocation Fund - Conservative Growth,
Vision Managed Allocation Fund - Moderate Growth and Vision Managed Allocation
Fund - Aggressive Growth are expected to be primarily capital gains. Fund
distributions for the Vision Intermediate Term Income Fund are expected to be
primarily dividends.
THE VISION PENNSYLVANIA MUNICIPAL INCOME FUND anticipates that
substantially all of its income dividends will be "exempt interest dividends,"
which are exempt from federal income taxes. However, some dividends may be
taxable, such as any dividends that are derived from occasional taxable
investments, and any distributions of short and long-term capital gains.
Interest on indebtedness incurred by a shareholder to purchase or carry
shares of the Pennsylvania Municipal Income Fund generally will not be
deductible for federal income tax purposes. Also, if you receive an
exempt-interest dividend with respect to any share and the share is held by you
for six months or less, any loss on the sale or exchange of the share will be
disallowed to the extent of such dividend amount.
You should note that a portion of the exempt-interest dividends paid by the
Vision Pennsylvania Municipal Income Fund may constitute an item of tax
preference for purposes of determining federal alternative minimum tax
liability. Exempt-interest dividends will also be considered along with other
adjusted gross income in determining whether any Social Security or railroad
retirement payments received by you are subject to federal income taxes.
Shareowners may also be subject to state and local taxes on distributions
and redemptions. State income taxes may not apply, however, to the portions of
each Fund's distributions, if any, that are attributable to interest on federal
securities or interest on securities of the particular state or localities
within the state.
Shareholders will not be subject to Pennsylvania Personal Income Tax on
distributions from the Vision Pennsylvania Municipal Income Fund attributable to
interest income from Pennsylvania Exempt Securities or from obligations of the
United States, its territories and certain of its agencies and instrumentalities
("Federal Exempt Securities," and, together with Pennsylvania Municipal
Securities, called "Exempt Securities"). However, Pennsylvania personal income
tax will apply to distributions to Pennsylvania shareholders from the Vision
Pennsylvania Municipal Income Fund attributable to gain realized on the
disposition of any investment, including Exempt Securities, or to interest
income from investments other than Exempt Securities. Pennsylvania shareholders
also will be subject to the Pennsylvania personal income tax on any gain they
realize on the disposition of shares in the Vision Pennsylvania Municipal Income
Fund.
Distributions attributable to interest from Exempt Securities are not
subject to the Philadelphia School District Net Income Tax. However, for
Philadelphia residents, distributions attributable to gain from the disposition
of Exempt Securities are subject to the Philadelphia School District Net Income
Tax, except that distributions attributable to gain on any investment held for
more than six months are exempt. A shareholder's gain on the disposition of
shares in the Vision Pennsylvania Municipal Income Fund that he or she has held
for more than six months will not be subject to the Philadelphia School District
Net Income Tax.
Redemptions and exchanges are taxable sales. Please consult your tax
adviser regarding your federal, state, and local tax liability.
WHO MANAGES THE FUNDS?
The Board of Trustees governs the Funds. The Board selects and oversees the
Adviser, M&T Bank. The Adviser manages the Funds' assets, including buying and
selling portfolio securities. The Adviser's address is One M&T Plaza, Buffalo,
New York 14240. The Adviser is the principal banking subsidiary of M&T Bank
Corporation, a regional bank holding company in existence since 1969. M&T Bank
was founded in 1856 and provides comprehensive banking and financial services to
individuals, governmental entities and businesses throughout New York State. As
of December 31, 1999, M&T Bank had over $4.8 billion in assets under management.
M&T Bank has served as investment adviser to the Funds since 1988. As of
December 31, 1999, M&T Bank managed $1.8 billion in net assets of money market
funds and $244.9 million in net assets of fluctuating mutual funds. As part of
its regular banking operations, M&T Bank may make loans to public companies.
Thus, it may be possible, from time to time, for the Funds to hold or acquire
the securities of issuers which are also lending clients of M&T Bank. The
lending relationship will not be a factor in the selection of securities.
For its services under an Advisory Contract, the Adviser receives an annual
Advisory Fee from each Fund, equal to a percentage of each Fund's average daily
net assets as follows:
FUND NAME ADVISORY
FEE
Vision Intermediate Term Bond 0.70%
Fund
Vision Pennsylvania Municipal 0.70%
Income Fund
Vision Managed Allocation Funds 0.25%
Vision Small Cap Stock Fund 0.85%
Vision International Equity Fund 1.00%
The Adviser may voluntarily waive a portion of its fee or reimburse the Funds
for certain operating expenses.
SUB-ADVISERS
brinson partners, inc.
Martindale andres & company, inc.
PORTFOLIO MANAGERS
William C. Martindale, Jr. is responsible for the day-to-day management of
the Small Cap Stock Fund's portfolio and has over 25 years of equity investment
experience. Mr. Martindale also managed the predecessor collective investment
fund and common trust fund to the Small Cap Stock Fund since July 1, 1994. Mr.
Martindale co-founded the Sub-Advisor in 1989 and serves as its Chief Investment
Officer. Prior to 1989, Mr. Martindale served in various investment-related
capacities with Dean Witter Reynolds.
Robert J. Truesdell is responsible for the day-to-day management of the
Intermediate Term Bond Fund. In addition to his responsibilities with respect to
this Fund, Mr. Truesdell manages individual investment accounts and oversees the
investment activities of M&T Bank's money market and fixed income products
as
well as the money market funds in the Vision Group of Funds. Mr. Truesdell
joined M&T Bank as Vice President and Fixed Income Manager in 1988. Mr.
Truesdell holds an MBA in Accounting from the State University of New York at
Buffalo.
Colleen M. Marsh is primarily responsible for the day-to-day management of
the Intermediate Term Bond Fund's portfolio and Pennsylvania Municipal Income
Fund's portfolio. She is a Vice President with M&T Bank. Additionally, Ms. Marsh
is a senior portfolio manager in the fixed income division of the Sub-Advisor.
She has over 12 years of experience managing fixed income portfolios and funds
for clients. She spent the first 10 years of her investment management career
with Keystone, and has managed the Intermediate Term Income Fund (a predecessor
CIF to the Intermediate Term Income Fund) for Keystone over this time period.
Mark Thompkins, is primarily responsible for the day-to-day management of
the Pennsylvania Municipal Income Fund's portfolio. He is an Investment Officer
with M&T Bank.
The Managed Allocation Fund's are managed by Thomas R. Pierce and Mark
Stevenson. Mr. Pierce has been the portfolio manager of the Managed Allocation
Funds since March 1995. Mr. Pierce is a Vice President with M&T Bank. He joined
M&T Bank in January 1995 as Vice President from Merit Investment Advisors where
he acted as Director of Fixed Income Product and Trading since 1993. For the
period from 1987 to 1993, Mr. Pierce served as Fixed Income Manager at ANB
Investment Management Company, where he directed the management of $3.5 billion
of active and passive fixed income portfolios. Mr. Pierce is a Chartered
Financial Analyst and has a B.A. in Economics from Washington University, and an
MBA from the University of Chicago. Mr. Stevenson is a Chartered Financial
Analyst. He is a Vice President with M&T Bank. Additionally, Mr. Stevenson has
been with the Sub-Advisor since 1990, and for the past five years has managed
retirement plan and personal trust assets for the Sub-Advisor's clients.
The International Equity Fund Sub-Advisor's Global Equity Committee is
responsible for the day-to-day management of the International Equity Fund's
portfolio. The Global Equity Committee is co-chaired by Richard Carr, Managing
Director, who has more than 34 years experience in the investment industry, and
Jeff Diermeier, Managing Director, who has more than 24 years experience in the
investment industry.
FINANCIAL INFORMATION
FINANCIAL HIGHLIGHTS
The Fund's fiscal year end is April 30. As this is the Fund's first fiscal year,
financial information is not yet available.
VISION FUNDS
VISION INTERMEDIATE TERM BOND FUND
Class A Shares
VISION PENNSYLVANIA MUNICIPAL INCOME FUND
Class A Shares
VISION MANAGED ALLOCATION FUND - CONSERVATIVE GROWTH
Class A Shares
VISION MANAGED ALLOCATION FUND - MODERATE GROWTH
Class A Shares
VISION MANAGED ALLOCATION FUND - AGGRESSIVE GROWTH
Class A Shares
VISION SMALL CAP STOCK FUND
Class A Shares and Class B Shares
VISION INTERNATIONAL EQUITY FUND
Class A Shares and Class B Shares
october __, 2000
A Statement of Additional Information (SAI) dated October __, 2000 is
incorporated by reference into this prospectus. Additional information about
each Fund's investments is available in the Funds' SAI and Annual and
Semi-Annual Reports to shareholders. The Annual Report discusses market
conditions and investment strategies that significantly affected each Fund's
performance during their last fiscal year. To obtain the SAI, the Annual and
Semi-Annual Reports and other information without charge, and make inquiries,
call (800) 836-2211.
You can obtain information about the Funds (including the SAI) by writing
to or visiting the Public Reference Room in Washington, D.C. You may also access
fund information from the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. You can purchase copies of this information by contacting
the SEC by email at [email protected] or by writing to the SEC's Public
Reference Section, Washington D.C. 20549-0102. Call 1-202-942-8090 for
information on the Public Reference Room's operations and copying fees.
SEC FILE NO. 811-5514
CUSIP ______
____(10/00)
VISION GROUP OF FUNDS
STATEMENT OF ADDITIONAL INFORMATION
OCTOBER __, 2000
VISION INTERMEDIATE TERM BOND FUND
CLASS A SHARES
VISION PENNSYLVANIA MUNICIPAL INCOME FUND
CLASS A SHARES
VISION MANAGED ALLOCATION FUND - CONSERVATIVE GROWTH
CLASS A SHARES
VISION MANAGED ALLOCATION FUND - MODERATE GROWTH
CLASS A SHARES
VISION MANAGED ALLOCATION FUND - AGGRESSIVE GROWTH
CLASS A SHARES
VISION SMALL CAP STOCK FUND
CLASS A SHARES AND CLASS B SHARES
VISION INTERNATIONAL EQUITY FUND
CLASS A SHARES AND CLASS B SHARES
This Statement of Additional Information (SAI) is not a prospectus. Read
this SAI in conjunction with the prospectus for the Funds dated October __,
2000.
This SAI incorporates by reference the Funds' Annual Reports. Obtain the
prospectuses or the Annual Reports without charge by calling (800) 836-2211 (in
the Buffalo area call (716) 635-9368).
CONTENTS
HOW ARE THE FUNDS ORGANIZED? 1
SECURITIES IN WHICH THE FUNDS INVEST 1
INVESTMENT RISKS 9
FUNDAMENTAL INVESTMENT OBJECTIVES 28
INVESTMENT LIMITATIONS 28
DETERMINING MARKET VALUE OF SECURITIES 29
WHAT DO SHARES COST? 30
HOW ARE THE FUNDS SOLD? 32
EXCHANGING SECURITIES FOR SHARES 32
SUBACCOUNTING SERVICES 32
REDEMPTION IN KIND 33
ACCOUNT AND SHARE INFORMATION 33
TAX INFORMATION 33
WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS? 34
FEES PAID BY THE FUNDS FOR SERVICES 36
HOW DO THE FUNDS MEASURE PERFORMANCE? 37
INVESTMENT RATINGS 40
ADDRESSES BACK COVER PAGE
Cusip _______
______ (10/00)
HOW ARE THE FUNDS ORGANIZED?
Each Fund is a diversified portfolio of Vision Group of Funds (Trust)
except for Vision Pennsylvania Municipal Income Fund which is a non-diversified
portfolio of the Trust. The Trust is an open-end, management investment company
that was established as a trust under the laws of the State of Delaware on
August 11, 2000. The Trust may offer separate series of shares representing
interests in separate portfolios of securities.
The Board of Trustees (the Board) has established two classes of shares of
the Funds, known as Class A Shares and Class B Shares (Shares). This SAI relates
to both classes of Shares. All Funds offer Class A Shares. Only Vision Small Cap
Stock Fund and Vision International Equity Fund offer Class B Shares. The Funds'
investment adviser is Manufacturers and Traders Trust Company (M&T Bank)
(Adviser). The sub-adviser for the International Equity Fund is Brinson
Partners, Inc. and the sub-adviser for the Small Cap Stock Fund is Martindale
Andres & Company, Inc.
SECURITIES IN WHICH THE FUNDS INVEST
In pursuing its investment strategy, each Fund may invest in the following
types of securities for any purpose that is consistent with the Fund's
investment goal.
VISION INTERMEDIATE TERM BOND FUND
The investment objectives of the Bond Fund are current income with
long-term growth of capital as a secondary objective. Under normal market
conditions, the Bond Fund will invest substantially all, but under such
conditions in no event less than 65%, of its total assets in investment grade
fixed income securities of all types, including variable and floating rate
securities and variable amount master demand notes. A portion of the Bond Fund
(but under normal market conditions no more than 35% of its total assets) may be
invested in securities of other investment companies, preferred stocks and, for
cash management purposes, Short-Term Obligations (as described above), and the
Bond Fund may engage in other investment techniques described below. Fixed
income securities include bonds, debentures, notes, mortgage-backed and
asset-backed securities, state, municipal or industrial revenue bonds,
obligations issued or supported as to principal and interest by the U.S.
Government or its agencies or instrumentalities ("Government Obligations") and
debt securities convertible into, or exchangeable for, common stocks. In
addition, a portion of the Bond Fund may from time to time be invested in
participation certificates in pools of mortgages issued or guaranteed by the
U.S. Government or its agencies or instrumentalities. The Bond Fund may invest
up to 100% of its total assets in Short-Term Obligations and cash when deemed
appropriate for temporary defensive purposes as determined by its Sub-Advisor to
be warranted due to current or anticipated market conditions. However, to the
extent that the Bond Fund is so invested, it may not achieve its investment
objectives.
Under normal market conditions, the Bond Fund expects to invest primarily
in Government Obligations, mortgage-backed securities and in debt obligations of
United States corporations. The Bond Fund also intends that, under normal market
conditions, its portfolio will maintain a dollar-weighted average maturity of
three to ten years.
The Bond Fund expects to invest in a variety of U.S. Treasury obligations,
differing in their interest rates, maturities, and times of issuance, and other
Government Obligations. Obligations of certain agencies and instrumentalities of
the U.S. Government, such as the Government National Mortgage Association
("GNMA") and the Export-Import Bank of the United States, are supported by the
full faith and credit of the U.S. Treasury; others, such as those of the Federal
National Mortgage Association ("FNMA"), are supported by the right of the issuer
to borrow from the Treasury; others are supported by the discretionary authority
of the U.S. Government to purchase the agency's obligations; still others, such
as those of the Federal Farm Credit Banks or the Federal Home Loan Mortgage
Corporation ("FHLMC"), are supported only by the credit of the instrumentality.
No assurance can be given that the U.S. Government would provide financial
support to U.S. Government-sponsored agencies or instrumentalities if it is not
obligated to do so by law. The Bond Fund will invest in the obligations of such
agencies or instrumentalities only when its Sub-Advisor believes that the credit
risk with respect thereto is minimal.
The Bond Fund also expects to invest in bonds, notes and debentures of a
wide range of U.S. corporate issuers. Such obligations may be secured or
unsecured promises to pay and will in most cases differ in their interest rates,
maturities and times of issuance.
Real Estate Investment Trusts (REITs)
REITs are real estate investment trusts that lease, operate and finance
commercial real estate. REITs are exempt from federal corporate income tax if
they limit their operations and distribute most of their income. Such tax
requirements limit a REIT's ability to respond to changes in the commercial real
estate market.
The Bond Fund invests primarily in debt securities which are rated at the
time of purchase within the four highest rating groups assigned by one or more
appropriate NRSROs or, if unrated, which the Fund's Sub-Advisor deems to be of
comparable quality to securities so rated. Securities within the fourth highest
rating group are considered by Moody's Investors Service, Inc. ("Moody's") to
have some speculative characteristics, and while interest payments and principal
security appears adequate for the present, such securities lack certain
protective elements or may be characteristically unreliable over any great
period of time. For a description of the rating symbols of the NRSROs, see the
Appendix to the Statement of Additional Information.
The Bond Fund may also invest in U.S. dollar denominated international
bonds for which the primary trading market is in the United States ("Yankee
Bonds"), or for which the primary trading market is abroad ("Eurodollar Bonds"),
and in Canadian Bonds and bonds issued by institutions organized for a specific
purpose, such as the World Bank and the European Economic Community, by two or
more sovereign governments ("Supranational Agency Bonds").
MORTGAGE-BACKED SECURITIES. The Bond Fund also invests in mortgage-backed
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities or by nongovernmental entities which are rated, at the time of
purchase, within the four highest bond rating categories assigned by one or more
appropriate NRSROs, or, if unrated, which its Sub-Advisor deems to be of
comparable quality to securities so rated. There are currently three basic types
of mortgage-backed securities: (1) those issued or guaranteed by the U.S.
Government or one of its agencies or instrumentalities, such as GNMA, FNMA and
FHLMC; (2) those issued by private issuers that represent an interest in or are
collateralized by mortgage-backed securities issued or guaranteed by the U.S.
Government or one of its agencies or instrumentalities; and (3) those issued by
private issuers that represent an interest in or are collateralized by whole
mortgage loans or mortgage-backed securities without a government guarantee but
usually having some form of private credit enhancement.
Such mortgage-backed securities may have mortgage obligations directly
backing such securities, including among others, conventional thirty year fixed
rate mortgage obligations, graduated payment mortgage obligations, fifteen year
mortgage obligations and adjustable rate mortgage obligations. All of these
mortgage obligations can be used to create pass-through securities. A
pass-through security is created when mortgage obligations are pooled together
and undivided interests in the pool or pools are sold. The cash flow from the
mortgage obligations is passed through to the holders of the securities in the
form of periodic payments of interest, principal and prepayments (net of a
service fee). Prepayments occur when the holder of an individual mortgage
obligation prepays the remaining principal before the mortgage obligation's
scheduled maturity date.
As a result of the pass-through of prepayments of principal on the
underlying securities, mortgage-backed securities are often subject to more
rapid prepayment of principal than their stated maturity would indicate. Because
the prepayment characteristics of the underlying mortgage obligations vary, it
is not possible to predict accurately the realized yield or average life of a
particular issue of pass-through certificates. Prepayment rates are important
because of their effect on the yield and price of the securities. In addition,
prepayment rates will be used to determine a security's estimated average life
and the Bond Fund's dollar-weighted average portfolio maturity. Accelerated
prepayments have an adverse impact on yields for pass-through securities
purchased at a premium (i.e., a price in excess of principal amount) and may
involve additional risk of loss of principal because the premium may not have
been fully amortized at the time the obligations are repaid. The opposite is
true for pass-through securities purchased at a discount. The Bond Fund may
purchase mortgage-related securities at a premium or a discount. Reinvestment of
principal payments may occur at higher or lower rates than the original yield on
such securities. Due to the prepayment feature and the need to reinvest payments
and prepayments of principal at current rates, mortgage-related securities can
be less effective than typical bonds of similar maturities at maintaining yields
during periods of declining interest rates.
COLLATERALIZED MORTGAGE OBLIGATIONS. The Bond Fund may also acquire
collateralized mortgage obligations or "CMOs" and stripped mortgage-backed
securities. CMOs are debt obligations collateralized by mortgage loans or
mortgage pass-through securities. Typically, CMOs are collateralized by GNMA,
FNMA or FHLMC certificates, but also may be collateralized by whole loans or
private mortgage pass-through securities (such collateral collectively referred
to as "Mortgage Assets"). Payments of principal or interest on the Mortgage
Assets, and any reinvestment income thereon, provide the funds to pay debt
service on the CMOs. CMOs may be issued by agencies or instrumentalities of the
U.S. Government or by private originators of, or investors in, mortgage loans.
IOS AND POS. Stripped mortgage-backed securities are securities
representing interests in a pool of mortgages the cash flow from which has been
separated into interest and principal components. "IOs" (interest only
securities) receive the interest portion of the cash flow while "POs" (principal
only securities) receive the principal portion. Stripped mortgage-backed
securities may be issued by U.S. Government agencies or by private issuers, such
as mortgage banks, commercial banks, investment banks, savings and loan
associations and special purpose subsidiaries of the foregoing. As interest
rates rise and fall, the value of IOs tends to move in the same direction as
interest rates. The value of other mortgage-backed securities described herein,
like other debt instruments, will tend to move in the opposite direction
compared to interest rates. POs perform best when prepayments on the underlying
mortgages rise since this increases the rate at which the investment is returned
and the yield to maturity on the PO. When payments on mortgages underlying a PO
are slow, the life of the PO is lengthened and the yield to maturity is reduced.
The Bond Fund may purchase stripped mortgage-backed securities for hedging
purposes to protect the Bond Fund against interest rate fluctuations. For
example, since an IO will tend to increase in value as interest rates rise, it
may be utilized to hedge against a decrease in value of other fixed-income
securities in a rising interest rate environment. If the Income Fund purchases a
mortgage-related security at a premium, all or part of the premium may be lost
if there is a decline in the market value of the security, whether resulting
from changes in interest rates or prepayments in the underlying mortgage
collateral. Moreover, with respect to stripped mortgage-backed securities, if
the underlying mortgage securities experience greater than anticipated
prepayments of principal, the Bond Fund may fail to recoup fully its initial
investment in these securities even if the securities are rated in the highest
rating category by an NRSRO. Stripped mortgage-backed securities may exhibit
greater price volatility than ordinary debt securities because of the manner in
which their principal and interest are returned to investors. The market value
of the class consisting entirely of principal payments can be extremely volatile
in response to changes in interest rates. The yields on stripped mortgage-backed
securities that receive all or most of the interest are generally higher than
prevailing market yields on other mortgage-backed obligations because their cash
flow patterns are also volatile and there is a greater risk that the initial
investment will not be fully recouped. No more than 10% of the Bond Fund's total
assets will be invested in IOs and in POs.
ASSET-BACKED SECURITIES. Asset-backed securities are similar to
mortgage-backed securities except that instead of using mortgages to
collateralize the obligations, a broad range of other assets may be used as
collateral, primarily automobile and credit card receivables and home equity
loans. Such receivables and loans are securitized in pass-through structures
similar to the mortgage pass-through or pay-through structures described above.
Certain debt securities such as, but not limited to, mortgage-backed
securities, CMOs and asset-backed securities, as well as other securities
subject to prepayment of principal prior to the stated maturity date, are
expected to be repaid prior to their stated maturity dates. As a result, the
effective maturity of these securities is expected to be shorter than the stated
maturity. For purposes of compliance with stated maturity policies and
calculation of the Bond Fund's dollar-weighted average maturity, the effective
maturity of such securities will be used.
VARIABLE AMOUNT MASTER DEMAND NOTES. Variable amount master demand notes in
which the Bond Fund may invest are unsecured demand notes that permit the
indebtedness thereunder to vary and that provide for periodic adjustments in the
interest rate according to the terms of the instrument. Because master demand
notes are direct lending arrangements between the Bond Fund and the issuer, they
are not normally traded. Although there is no secondary market in the notes, the
Bond Fund may demand payment of principal and accrued interest at any time.
While the notes are not typically rated by NRSROs, the Fund's Sub-Advisor must
determine them to be of comparable credit quality to commercial paper in which
the Bond Fund could invest. The Fund's Sub-Advisor will consider the earning
power, cash flow, and other liquidity ratios of the issuers of such notes and
will continuously monitor their financial status and ability to meet payment on
demand. In determining dollar-weighted average portfolio maturity, a variable
amount master demand note will be deemed to have a maturity equal to the period
of time remaining until the principal amount can be recovered from the issuer
through demand.
INTEREST RATE SWAPS. The Intermediate Term Bond Fund may engage in interest
rate swaps in order to attempt to protect its investments from interest rate
fluctuations. The Intermediate Term Bond Fund intends to use interest rate swaps
as a hedge and not as a speculative investment. Interest rate swaps involve the
exchange of the Intermediate Term Bond Fund with another party of their
respective rights to receive interest (e.g., an exchange of fixed rate payments
for floating rate payments). For example, if the Intermediate Term Bond Fund
holds an interest paying security whose interest rate is reset once a year, it
may swap the right to receive at a rate that is reset daily. Such a swap
position would offset changes in the value of the underlying security because of
subsequent changes in interest rates. This would protect the Intermediate Term
Bond Fund from a decline in the value of the underlying security due to rising
rates, but would also limit its ability to benefit from falling interest rates.
The Intermediate Term Bond Fund will enter into interest rate swaps only on
a net basis (i.e., the two payments streams will be netted out, with the
Intermediate Term Bond Fund receiving or paying as the case may be, only the net
amount of the two payments). The net amount of the excess, if any, of the
Intermediate Term Bond Fund's obligations over its entitlements with respect to
each interest rate swap will be accrued on a daily basis, and an amount of cash
or liquid high grade debt securities having an aggregate net asset value at
least equal to the accrued excess, will be maintained in a segregated account by
the Intermediate Term Bond Fund's custodian bank.
The use of interest rate swaps involves investment techniques and risks
different from those associated with ordinary portfolio security transactions.
If the Intermediate Term Bond Fund Sub-Advisor is incorrect in its forecasts of
market values, interest rates and other applicable factors, the investment
performance of the Intermediate Term Bond Fund will be less favorable than it
would have been if this investment technique were never used. Interest rate
swaps do not involve the delivery of securities or other underlying assets or
principal. Thus, if the other party to an interest rate swap defaults, the
Intermediate Term Bond Fund's risk of loss consists of the net amount of
interest payments that the Intermediate Term Bond Fund is contractually entitled
to receive.
THE PENNSYLVANIA MUNICIPAL INCOME FUND
The investment objectives of the Pennsylvania Income Fund are income which
is exempt from federal income tax and Pennsylvania state income tax, although
such income may be subject to the federal alternative minimum tax when received
by shareholders, and preservation of capital. Under normal market conditions, at
least 80% of the net assets of the Pennsylvania Income Fund are invested in a
portfolio of debt obligations consisting of bonds, notes, commercial paper and
certificates of indebtedness, issued by or on behalf of the Commonwealth of
Pennsylvania, or any county, political subdivision or municipality thereof
(including any agency, board, authority or commission of any of the foregoing),
the interest on which, in the opinion of bond counsel to the issuer, is exempt
from federal and Pennsylvania income taxes (but may be treated as a preference
item for individuals for purposes of the federal alternative minimum tax)
("Pennsylvania Exempt Securities") and in debt obligations issued by the
Government of Puerto Rico and such other governmental entities whose debt
obligations, either by law or treaty, generate interest income which is exempt
from federal and Pennsylvania state income taxes (but may be treated as a
preference item for individuals for purposes of the federal alternative minimum
tax) (together, with Pennsylvania Exempt Securities, called "Exempt
Securities"). In addition, under normal market conditions, at least 65% of the
Fund's net assets are invested in Pennsylvania Exempt Securities. As a matter of
fundamental policy, under normal market conditions, at least 80% of the net
assets of the Fund are invested in securities, the interest on which is exempt
from federal income tax but may be subject to the federal alternative minimum
tax when received by certain Shareholders. To the extent such securities are not
Pennsylvania Exempt Securities, the income therefrom may be subject to
Pennsylvania income taxes. With respect to the Fund's objective of preserving
capital, its Sub-Advisor will attempt to protect principal value in a rising
interest rate environment and enhance principal value in a declining interest
rate environment.
The two principal classifications of Exempt Securities which may be held by
the Pennsylvania Income Fund are "general obligation" securities and "revenue"
securities. General obligation securities are secured by the issuer's pledge of
its full faith, credit and taxing power for the payment of principal and
interest. Revenue securities are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Private activity bonds held by the Fund are in most
cases revenue securities and are not payable from the unrestricted revenues of
the issuer. Consequently, the credit quality of private activity bonds is
usually directly related to the credit standing of the corporate user of the
facility involved.
The Fund may also invest in "moral obligation" securities, which are
normally issued by special purpose public authorities. If the issuer of moral
obligation securities is unable to meet its debt service obligations from
current revenues, it may draw on a reserve fund, the restoration of which is a
moral commitment but not a legal obligation of the state or municipality which
created the issuer.
The Fund invests in Exempt Securities which are rated at the time of
purchase within the four highest rating groups assigned by one or more NRSROs
for bonds and within the two highest rating groups for notes, tax-exempt
commercial paper, or variable rate demand obligations, as the case may be. The
Fund may also purchase Exempt Securities which are unrated at the time of
purchase but are determined to be of comparable quality by its Sub-Advisor. The
applicable Exempt Securities ratings are described in the Appendix to this
Statement of Additional Information. Securities within the fourth highest rating
group are considered by Moody's to have some speculative characteristics, and
while interest payments and principal security appears adequate for the present,
such securities lack certain protective elements or may be characteristically
unreliable over any great period of time.
The Fund expects to maintain a dollar-weighted average portfolio maturity
of three to ten years. Within this range, the Fund's Sub-Advisor may vary the
average maturity substantially in anticipation of a change in the interest rate
environment. There is no limit as to the maturity of any individual security.
The Fund may hold uninvested cash reserves pending investment during
temporary defensive periods or if, in the opinion of its Sub-Advisor, suitable
Exempt Securities are unavailable. There is no percentage limitation on the
amount of assets which may be held uninvested. Uninvested cash reserves will not
earn income.
OTHER INVESTMENTS. Under normal market conditions, at least 80% of the net
assets of the Fund will be invested in Exempt Securities. However, up to 20% of
the net assets of the Fund may be invested in municipal obligations of other
states, and any political subdivision, county or municipality thereof, which are
not Exempt Securities and in taxable obligations if, for example, suitable
Exempt Securities are unavailable or for cash management purposes. In addition,
the Fund may invest up to 100% of its assets in such securities when deemed
appropriate for temporary defensive purposes as determined by the Fund's
Sub-Advisor to be warranted due to market conditions. Such taxable obligations
consist of Government Obligations and Short-Term Obligations (as described
above). Under such circumstances and during the period of such investment, the
Fund may not achieve its stated investment objectives.
The Fund has no limit to the extent that it may invest its net assets in
Exempt Securities, the interest income from which may be treated as a preference
item for purposes of the federal alternative minimum tax. To the extent the Fund
invests in these securities, individual Shareholders, depending on their own tax
status, may be subject to alternative minimum tax on that part of the Fund's
distributions derived from these bonds.
Opinions relating to the validity of Exempt Securities and to the exemption
of interest thereon from federal and Pennsylvania state income taxes are
normally rendered by bond counsel to the respective issuers at the time of
issuance. Neither the Fund nor the Advisor nor the Sub-Advisor will review the
proceedings relating to the issuance of Exempt Securities or the basis for such
opinions.
FLOATING AND VARIABLE RATE SECURITIES AND ZERO COUPON SECURITIES. Exempt
Securities purchased by the Fund may include rated and unrated variable and
floating rate obligations the interest on which is tax-exempt. The Fund may also
invest in zero coupon securities. Such securities are more fully described below
under "Risk Factors and Investment Techniques."
The Fund may also purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated maturities in
excess of one year, but which permit the holder to demand payment of principal
at any time, or at specified intervals. Variable rate demand notes include
master demand notes which are obligations that permit the Fund to invest
fluctuating amounts, at varying rates of interest, pursuant to direct
arrangements between the Fund, as lender, and the borrower. These obligations
permit daily changes in the amount borrowed. Frequently, such obligations are
secured by letters of credit or other credit support arrangements provided by
banks. Use of letters of credit or other credit support arrangements will not
adversely affect the tax-exempt status of these obligations. Because these
obligations are direct lending arrangements between the lender and borrower, it
is not contemplated that such instruments generally will be traded, and there
generally is no established secondary market for these obligations, although
they are redeemable at face value, plus accrued interest. Accordingly, where
these obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Each obligation purchased by
the Fund will meet the quality criteria established for the purchase of Exempt
Securities. The Fund's Sub-Advisor will consider on an ongoing basis the
creditworthiness of the issuers of the floating and variable rate demand
obligations in the Fund's portfolio.
PARTICIPATION INTERESTS. The Fund may purchase from financial institutions
participation interests in Exempt Securities (such as industrial development
bonds and municipal lease/purchase agreements). A participation interest gives
the Fund an undivided interest in the Exempt Security in the proportion that the
Fund's participation interest bears to the total principal amount of the Exempt
Security. These instruments may have fixed, floating or variable rates of
interest. If the participation interest is unrated, it will be backed by an
irrevocable letter of credit or guarantee of a bank that the Board of Trustees
has determined meets the prescribed quality standards for banks in whose
securities the Fund may invest, or the payment obligation otherwise will be
collateralized by Government Obligations. For certain participation interests,
the Fund will have the right to demand payment, on not more than seven days'
notice, for all or any part of the Fund's participation interest in the Exempt
Security, plus accrued interest. As to these instruments, the Fund intends to
exercise its right to demand payment only upon a default under the terms of the
Exempt Security, as needed to provide liquidity to meet redemptions, or to
maintain or improve the quality of its investment portfolio.
CUSTODIAL RECEIPTS. The Fund may purchase custodial receipts representing
the right to receive certain future principal and interest payments on Exempt
Securities which underlie the custodial receipts. A number of different
arrangements are possible. In a typical custodial receipt arrangement, an issuer
or a third party owner of Exempt Securities deposits such obligations with a
custodian in exchange for two classes of custodial receipts. The two classes
have different characteristics, but, in each case, payments on the two classes
are based on payments received on the underlying Exempt Securities. One class
has the characteristics of a typical auction rate security, where at specified
intervals its interest rate is adjusted, and ownership changes, based on an
auction mechanism. This class' interest rate generally is expected to be below
the coupon rate of the underlying Exempt Securities and generally is at a level
comparable to that of an Exempt Security of similar quality and having a
maturity equal to the period between interest rate adjustments. The second class
bears interest at a rate that exceeds the interest rate typically borne by a
security of comparable quality and maturity; this rate also is adjusted, but in
this case inversely to changes in the rate of interest of the first class. If
the interest rate on the first class exceeds the coupon rate of the underlying
Exempt Securities, its interest rate will exceed the rate paid on the second
class. In no event will the aggregate interest paid with respect to the two
classes exceed the interest paid by the underlying Exempt Securities. The value
of the second class and similar securities should be expected to fluctuate more
than the value of an Exempt Security of comparable quality and maturity and
their purchase by the Fund should increase the volatility of its net asset value
and, thus, its price per share. These custodial receipts are sold in private
placements. The Fund also may purchase directly from issuers, and not in a
private placement, Exempt Securities having characteristics similar to custodial
receipts. These securities may be issued as part of a multi-class offering and
the interest rate on certain classes may be subject to a cap or a floor.
The Fund may use one or more of the investment techniques described below.
Use of such techniques may cause the Fund to earn income which would be taxable
to its Shareholders.
VISION MANAGED ALLOCATION FUNDS
The investment objective of the Vision Managed Allocation Fund -
Conservative Growth is capital appreciation and income. The investment objective
of the Vision Managed Allocation Fund - Moderate Growth is capital appreciation
and, secondarily, income. The investment objective of the Vision Managed
Allocation Fund - Aggressive Growth is capital appreciation. Each Managed
Allocation Fund is a fund-of-funds that seeks to achieve its objective by
investing in Underlying Funds. The table below illustrates the initial
underlying Fund allocation and ranges for each Managed Allocation Fund:
RANGES (PERCENTAGE OF EACH FUND'S NET ASSETS)
NAME OF FUND RANGE
------------ -----
MANAGED ALLOCATION FUND - CONSERVATIVE
--------------------------------------
GROWTH
------
Institutional Prime Money Market Fund 5 - 50%
Treasury Money Market Fund
Institutional Limited Duration 35 - 70%
Government Securities Fund
Intermediate Term Bond Fund
U.S. Government Securities Fund
Large Cap Growth Fund 5 - 35%
Small Cap Stock Fund
International Equity Fund
Mid Cap Stock Fund
Large Cap Core Fund
Large Cap Value Fund
MANAGED ALLOCATION FUND - MODERATE
GROWTH
Institutional Prime Money Market Fund 5 - 45%
Treasury Money Market Fund
Institutional Limited Duration 15 - 50%
Government Securities Fund
Intermediate Term Bond Fund
U.S. Government Securities Fund
Large Cap Growth Fund 40 - 70%
Small Cap Stock Fund
International Equity Fund
Mid Cap Stock Fund
Large Cap Core Fund
Large Cap Value Fund
MANAGED ALLOCATION FUND - AGGRESSIVE
GROWTH
Institutional Prime Money Market Fund 0 - 20%
Treasury Money Market Fund
Institutional Limited Duration 0 - 30%
Government Securities Fund
Intermediate Term Bond Fund
U.S. Government Securities Fund
Large Cap Growth Fund 70 - 100%
Small Cap Stock Fund
International Equity Fund
Mid Cap Stock Fund
Large Cap Core Fund
Large Cap Value Fund
The allocation of each Managed Allocation Fund's assets among the
Underlying Funds will initially be made by the Fund's Sub-Advisor within the
percentage ranges set forth in the table above. However, the particular
Underlying Fund in which each Managed Allocation Fund may invest, the allocation
ranges, and the investments in each Underlying Fund may be changed from time to
time without shareholder approval. The Sub-Advisor will make allocation
decisions according to its outlook for the economy, financial markets, and
relative market valuation of the Underlying Funds.
Each Managed Allocation Fund's net asset value will fluctuate with changes
in the value of the Underlying Funds in which they invest. Each Managed
Allocation Fund's investment return is diversified by its investment in the
Underlying Funds.
To the extent a Managed Allocation Fund or the Underlying Funds are engaged
in a temporary defensive position, they will not be pursuing their investment
objective.
The investments of the Managed Allocation Funds are concentrated in the
Underlying Funds, so each Managed Allocation Fund's performance is directly
related to the performance of the Underlying Funds.
Each Managed Allocation Fund may invest in the Institutional Prime Money
Market and Treasury Money Market Funds. Both the Institutional Prime Money
Market and Treasury Money Market Funds each seek current income with liquidity
and stability of principal. The Institutional Prime Money Market Fund and the
Treasury Money Market Fund seek to maintain a constant net asset value of $1.00
per share for purchases and redemptions, but there can be no assurance that
either will be able to do so.
VISION SMALL CAP STOCK FUND
The investment objective of the Small Cap Stock Fund is growth of capital.
Any income earned by the Small Cap Stock Fund will be incidental to its overall
objective of growth of capital. Under normal market conditions, the Small Cap
Stock Fund will invest substantially all, but under such conditions in no event
less than 65%, of its total assets in common stocks and securities convertible
into common stocks of companies with market capitalizations ranging between $100
million and $5 billion. Under normal market conditions, the Small Cap Stock Fund
intends to operate with a fully invested philosophy, E.G., the Small Cap Stock
Fund will generally invest 90% or more of its assets in common stocks and
securities convertible into common stocks.
The Small Cap Stock Fund attempts to invest in high quality small to mid
capitalization companies that its Sub-Advisor believes have demonstrated one or
more of the following characteristics: (1) strong management team with an
ownership stake in the business; (2) solid revenue and earnings history; (3)
unique position in the company's targeted market; (4) innovative products and
solid new product distribution channels; and (5) solid balance sheet. In
addition, the Sub-Advisor attempts to invest in companies that are selling at
earnings multiples which the Sub-Advisor believes to be less than their expected
long-term growth rate.
The Fund's Sub-Advisor employs a "bottom-up" approach in its security
selection process. A "bottom-up" approach emphasizes company specific factors
rather than industry factors when making buy/sell decisions. As a result of this
approach, the Fund's Sub-Advisor does not utilize a sector neutral strategy. The
Sub-Advisor does not seek to have the Small Cap Stock Fund have representation
in all economic sectors; therefore, the Small Cap Stock Fund's sector weightings
may be overweighted and/or underweighted relative to its appropriate peers
and/or benchmarks.
For purposes of the foregoing, securities convertible into common stocks
include convertible bonds, convertible preferred stock, options and rights. The
securities purchased by the Small Cap Stock Fund are generally traded on
established U.S. markets and exchanges, although as discussed below, the Small
Cap Stock Fund may invest in restricted or privately placed securities. Under
normal market conditions, the Small Cap Stock Fund may also invest up to 35% of
its total assets in warrants, foreign securities through sponsored ADRs,
securities of other investment companies and REITs, cash and Short-Term
Obligations and may engage in other investment techniques described below.
VISION INTERNATIONAL EQUITY FUND
The investment objective of the International Equity Fund is capital
appreciation, primarily through a diversified portfolio of non-U.S. equity
securities. Under normal market conditions, the International Equity Fund will
invest substantially all, but under such conditions in no event less than 65%,
of its total assets in equity securities of companies domiciled outside the
United States. That portion of the Fund not invested in equity securities is, in
normal circumstances, invested in U.S. and foreign government securities,
high-grade commercial paper, certificates of deposit, foreign currency, bankers
acceptances, cash and cash equivalents, time deposits, repurchase agreements and
similar money market instruments, both foreign and domestic. The Fund may invest
in convertible debt securities of foreign issuers which are convertible into
equity securities at such time as a market for equity securities is established
in the country involved.
The International Equity Fund Sub-Advisor's investment perspective for the
Fund is to invest in the equity securities of non-U.S. markets and companies
which the Sub-Advisor believes are undervalued based upon internal research and
proprietary valuation systems. This international equity strategy reflects the
International Equity Fund Sub-Advisor's decisions concerning the relative
attractiveness of asset classes, the individual international equity markets,
industries across and within those markets, other common risk factors within
those markets and individual international companies. The International Equity
Fund Sub-Advisor initially identifies those securities which it believes to be
undervalued in relation to the issuer's assets, cash flow, earnings and
revenues. The relative performance of foreign currencies is an important factor
in the Fund's performance. The International Equity Fund Sub-Advisor may attempt
to manage the Fund's exposure to various currencies to take advantage of
different yield, risk and return characteristics. The International Equity Fund
Sub-Advisor's proprietary valuation model determines which securities are
potential candidates for inclusion in the Fund.
The benchmark for the Fund is the Morgan Stanley Capital International
Europe, Australasia, Far East ("EAFE") Index(R) (the "Benchmark"). The Benchmark
is a market driven, broad based index which includes non-U.S. equity markets in
terms of capitalization and performance. The Benchmark is designed to provide a
representative total return for all major stock exchanges located outside the
U.S. From time to time, the International Equity Fund Sub-Advisor may substitute
securities in an equivalent index when it believes that such securities in the
index more accurately reflect the relevant international market.
As a general matter, the International Equity Fund Sub-Advisor will
purchase for the Fund only securities contained in the underlying index relevant
to the Benchmark. The International Equity Fund Sub-Advisor will attempt to
enhance the long-term risk and return performance of the Fund relative to the
Benchmark by deviating from the normal Benchmark mix of country allocation and
currencies in reaction to discrepancies between current market prices and
fundamental values. The active management process is intended to produce a
superior performance relative to the Benchmark index.
The Fund will under normal market conditions generally purchase securities
of companies domiciled in a minimum of eight countries outside the United
States.
Other Investment Policies and Risk Considerations
The investment policies described in the Prospectuses and this Statement of
Additional Information are among those which one or more of the Funds have the
ability to utilize. Some of these policies may be employed on a regular basis;
others may not be used at all. Accordingly, reference to any particular policy,
method or technique carries no implication that it will be utilized or, if it
is, that it will be successful.
EQUITIES. Equity securities such as those in which the Small Cap Stock Fund
and International Equity Fund may invest are more volatile and carry more risks
than some other forms of investment, including investments in high grade fixed
income securities. Therefore, each Fund is subject to stock market risk, e.g.,
the possibility that stock prices in general will decline over short or even
extended periods of time.
Equity securities of micro-cap companies may offer a greater capital
appreciation potential but are more volatile and carry more risk than some other
forms of investment, including investments in equity securities of larger, more
established companies or high grade fixed income securities. Investments in
micro-cap companies represent some of the smaller and least liquid equity
securities in the U.S. markets.
GROWTH-ORIENTED COMPANIES. The Small Cap Stock Fund is intended for
investors who have a long-term investment time horizon and who can accept the
higher risks involved in seeking potentially higher capital appreciation through
investments in growth oriented companies. A growth oriented company typically
invests most of its net income in its enterprise and does not pay out much, if
any, in dividends. Accordingly, the Small Cap Stock Fund does not anticipate any
significant distributions to Shareholders from net investment income, and
potential investors should be in a financial position to forego current income
from their investment in the Small Cap Stock Fund. In addition, smaller
capitalized companies generally have limited product lines, markets and
financial resources and are dependent upon a limited management group. The
securities of less seasoned companies and/or smaller capitalized companies may
have limited marketability, which may affect or limit their liquidity and
therefore the ability of the Small Cap Stock Fund to sell such securities at the
time and price they deem advisable. In addition, such securities may be subject
to more abrupt or erratic market movements over time than securities of more
seasoned and/or larger capitalized companies or the market as a whole.
BONDS. Since the Bond Fund and Pennsylvania Income Fund each invests in
bonds, investors in such a Fund are exposed to bond market risk, i.e.,
fluctuations in the market value of bonds. Bond prices are influenced primarily
by changes in the level of interest rates. When interest rates rise, the prices
of bonds generally fall; conversely, when interest rates fall, bond prices
generally rise although certain types of bonds are subject to the risks of
prepayment as described above when interest rates fall. The values of debt
securities also may be affected by change in the credit rating or financial
condition of the issuing entities. While bonds normally fluctuate less in price
than stocks, there have been in the recent past extended periods of cyclical
increases in interest rates that have caused significant declines in bond prices
and have caused the effective maturity of securities with prepayment features to
be extended, thus effectively converting short or intermediate term securities
(which generally have less market risk and less fluctuation in market value)
into longer term securities (the prices of which generally are more volatile).
Depending upon the prevailing market conditions, the Funds' Sub-Advisors
may purchase debt securities at a discount from face value, which produces a
yield greater than the coupon rate. Conversely, if debt securities are purchased
at a premium over face value, the yield will be lower than the coupon rate. In
making investment decisions, the Funds' Sub-Advisors will consider many factors
other than current yield, including the preservation of capital, maturity, and
yield to maturity.
NET ASSET VALUE. Each Fund's net asset value generally will not be stable
and should fluctuate based upon changes in the value of such Fund's portfolio
securities. Depending upon the performance of each Funds' investments, the net
asset value per share of a Fund may decrease instead of increase.
The Sub-Advisors manage the Funds generally without regard to restrictions
on portfolio turnover. Especially with respect to the Income Fund, the Advisor
intends to manage actively those Funds' portfolios, which may result in high
portfolio turnover rates. For more information regarding the effects of high
portfolio turnover see "Portfolio Turnover" below.
DERIVATIVES. The Bond Fund and Pennsylvania Income Fund may invest in any
one or more of the following securities: certain variable or floating rate
securities, and, as described below, the Income Fund may invest in
mortgage-backed securities, and the Small Cap Stock Fund, International Equity
Fund, the Bond Fund and the Pennsylvania Income Fund may invest in put and call
options and futures. Such instruments are considered to be "derivatives." A
derivative is generally defined as an instrument whose value is based upon, or
derived from, some underlying index, reference rate (e.g., interest rates),
security, commodity or other asset. Certain derivatives that may be purchased by
a Fund, such as those with interest rates that fluctuate directly or indirectly
based on multiples of a stated index, are designed to be highly sensitive to
changes in interest rates and can subject the holders thereof to extreme
reductions of yield and possibly loss of principal. The Small Cap Stock Fund,
International Equity Fund, and the Bond Fund each will not invest more than 20%
of its total assets in any such derivatives at any one time, except that there
is no limitation on the amount of a Fund's total assets which may be invested in
variable or floating rate obligations. There is no limit on the amount of the
Pennsylvania Income Fund's assets that may be invested in derivatives.
SECURITIES LENDING. In order to generate additional income, each Fund may,
from time to time, lend its portfolio securities to broker-dealers, banks, or
institutional borrowers of securities. A Fund must receive 100% collateral in
the form of cash or U.S. Government securities. This collateral will be valued
daily by the Fund's Sub-Advisor. Should the market value of the loaned
securities increase, the borrower must furnish additional collateral to the
Fund. During the time portfolio securities are on loan, the borrower pays the
Fund any dividends or interest received on such securities. Loans are subject to
termination by the Fund or the borrower at any time. While a Fund does not have
the right to vote securities on loan, each Fund intends to terminate the loan
and exercise the right to vote if that is considered important with respect to
the investment. In the event the borrower would default in its obligations, a
Fund bears the risk of delay in recovery of the portfolio securities and the
loss of rights in the collateral. A Fund will enter into loan agreements only
with broker-dealers, banks, or other institutions that the Fund's Sub-Advisor
has determined are creditworthy under guidelines established by the Trust's
Board of Trustees. No Fund will lend more than 33% of the total value of its
portfolio securities at any one time.
CONVERTIBLE SECURITIES. The Small Cap Stock Fund, International Equity Fund
and Bond Fund each may invest in convertible securities. A convertible security
is a bond, debenture, note, preferred stock or other security that may be
converted into or exchanged for a prescribed amount of common stock of the same
or a different issuer within a particular period of time at a specified price or
formula. Convertible securities rank senior to common stocks in a corporation's
capital structure and, therefore, entail less risk than the corporation's common
stock. The value of a convertible security is a function of its "investment
value" (its value as if it did not have a conversion privilege) and its
"conversion value" (the security's worth if it were to be exchanged for the
underlying security, at market value, pursuant to its conversion privilege).
WRITING COVERED CALL AND PUT OPTIONS. The Small Cap Stock Fund,
International Equity Fund, Bond Fund and Pennsylvania Income Fund may write
covered call and put options on securities, or futures contracts regarding
securities, in which such Fund may invest, in an effort to realize additional
income. A put option gives the purchaser the right to sell, and a writer has the
obligation to purchase, the underlying security at the stated exercise price at
any time prior to the expiration date of the option, regardless of the market
price of the security. A call option gives the purchaser of the option the right
to buy, and a writer has the obligation to sell, the underlying security at the
stated exercise price at any time prior to the expiration of the option,
regardless of the market price of the security. The premium paid to the writer
is consideration for undertaking the obligations under the option contract. Such
options will be listed on national securities or futures exchanges. Each Fund
may write covered call options as a means of seeking to enhance its income
through the receipt of premiums in instances in which the Fund's Sub-Advisor
determines that the underlying securities or futures contracts are not likely to
increase in value above the exercise price. Each Fund also may seek to earn
additional income through the receipt of premiums by writing put options. By
writing a call option, a Fund limits its opportunity to profit from any increase
in the market value of the underlying security above the exercise price of the
option; by writing a put option, a Fund assumes the risk that it may be required
to purchase the underlying security at a price in excess of its then current
market value.
Each of the Small Cap Stock Fund, International Equity Fund, Bond Fund and
Pennsylvania Income Fund, as part of its option transactions, also may write
index put and call options. Through the writing of index options a Fund can
achieve many of the same objectives as through the use of options on individual
securities. Options on securities indices are similar to options on a security
except that, rather than the right to take or make delivery of a security at a
specified price, an option on a securities index gives the holder the right to
receive, upon exercise of the option, an amount of cash if the closing level of
the securities index upon which the option is based is greater than, in the case
of a call, or less than, in the case of a put, the exercise price of the option.
When a Fund writes an option, an amount equal to the net premium (the
premium less the commission) received by that Fund is included in the liability
section of the Fund's statement of assets and liabilities as a deferred credit.
The amount of the deferred credit will be subsequently marked-to-market to
reflect the current value of the option written. The current value of the traded
option is the last sale price or, in the absence of a sale, the mean between bid
and asked price. If an option expires on the stipulated expiration date or if
the Fund enters into a closing purchase transaction, it will realize a gain (or
a loss if the cost of a closing purchase transaction exceeds the net premium
received when the option is sold) and the deferred credit related to such option
will be eliminated. If a call option is exercised, the Fund may deliver the
underlying security in the open market. In either event, the proceeds of the
sale will be increased by the net premium originally received and the Fund will
realize a gain or loss. The Small Cap Stock Fund, International Equity Fund,
Bond Fund and Pennsylvania Income Fund will each limit its writing of options
such that at no time will more than 25% of its total assets be subject to such
options transactions.
PURCHASING OPTIONS. The Small Cap Stock Fund, International Equity Fund,
Bond Fund and Pennsylvania Income Fund may each purchase put and call options
written by third parties covering indices and those types of financial
instruments or securities in which the Fund may invest to attempt to provide
protection against adverse price effects from anticipated changes in prevailing
prices for such instruments. The purchase of a put option is intended to protect
the value of a Fund's holdings in a falling market while the purchase of a call
option is intended to protect the value of a Fund's positions in a rising
market. Put and call options purchased by a Fund will be valued at the last sale
price, or in the absence of such a price, at the mean between bid and asked
price. Such options will be listed on national securities or futures exchanges.
In purchasing a call option, a Fund would be in a position to realize a
gain if, during the option period, the price of the underlying security, index
or futures contract increased by an amount in excess of the premium paid for the
call option. It would realize a loss if the price of the underlying security,
index or futures contract declined or remained the same or did not increase
during the period by more than the amount of the premium. By purchasing a put
option, the Fund would be in a position to realize a gain if, during the option
period, the price of the security, index or futures contract declined by an
amount in excess of the premium paid. It would realize a loss if the price of
the security, index or futures contract increased or remained the same or did
not decrease during that period by more than the amount of the premium. If a put
or call option purchased by the Fund were permitted to expire without being sold
or exercised, its premium would represent a realized loss to the Fund.
PUTS. The Pennsylvania Income Fund also may require "puts" with respect to
Exempt Securities held in its portfolio. The Pennsylvania Income Fund may sell,
transfer, or assign a put in conjunction with the sale, transfer, or assignment
of the underlying security or securities.
The amount payable to the Pennsylvania Income Fund upon its exercise of a
"put" is normally (i) the Fund's acquisition cost of the Exempt Securities
(excluding any accrued interest which the Fund paid on the acquisition), less
any amortized market premium or plus any amortized market or original issue
discount during the period the Fund owned the securities, plus (ii) all interest
accrued on the securities since the last interest payment date during that
period.
Puts may be acquired by the Pennsylvania Income Fund to facilitate the
liquidity of its portfolio assets. Puts may also be used to facilitate the
reinvestment of the Fund's assets at a rate of return more favorable than that
of the underlying security. Puts may, under certain circumstances, also be used
to shorten the maturity of underlying variable rate or floating rate securities
for purposes of calculating the remaining maturity of those securities.
The Pennsylvania Income Fund expects that it will generally acquire this
type of put only where the put is available without the payment of any direct or
indirect consideration. However, if necessary or advisable, the Fund may pay for
such puts either separately in cash or by paying a higher price for portfolio
securities which are acquired subject to the puts (thus reducing the yield to
maturity otherwise available for the same securities).
The Pennsylvania Income Fund intends to enter into such puts only with
dealers, banks, and broker-dealers which, in its Sub-Advisor's opinion, present
minimal credit risks.
FUTURES CONTRACTS. The Small Cap Stock Fund, International Equity Fund,
Bond Fund and Pennsylvania Income Fund may each purchase or sell contracts for
the future delivery of the specific financial instruments or securities in which
that Fund may invest, and indices based upon the types of securities in which
that Fund may invest (collectively, "Futures Contracts"). Each such Fund may use
this investment technique as a substitute for a comparable market position in
the underlying securities or to hedge against anticipated future changes in
market prices, which otherwise might adversely affect either the value of such
Fund's securities or the prices of securities which such Fund intends to
purchase at a later date. In addition, the Bond Fund and the Pennsylvania Income
Fund may purchase or sell futures contracts to hedge against changes in market
interest rates which may result in the premature call at par value of certain
securities which that Fund has purchased at a premium.
To the extent a Fund is engaging in a futures transaction as a hedging
device, because of the risk of an imperfect correlation between securities in
the Fund's portfolio that are the subject of a hedging transaction and the
futures contract used as a hedging device, it is possible that the hedge will
not be fully effective if, for example, losses on the portfolio securities
exceed gains on the futures contract or losses on the futures contract exceed
gains on the portfolio securities. For futures contracts based on indices, the
risk of imperfect correlation increases as the composition of a Fund's portfolio
varies from the composition of the index. In an effort to compensate for the
imperfect correlation of movements in the price of the securities being hedged
and movements in the price of futures contracts, a Fund may buy or sell futures
contracts in a greater or lesser dollar amount than the dollar amount of the
securities being hedged if the historical volatility of the future contract has
been less or greater than that of the securities. Such "over hedging" or "under
hedging" may adversely affect a Fund's net investment results if the market does
not move as anticipated when the hedge is established.
Successful use of futures by a Fund also is subject to the Fund's
Sub-Advisor's ability to predict correctly movements in the direction of the
market. For example, if a Fund has hedged against the possibility of a decline
in the market adversely affecting the value of securities held in its portfolio
and prices increase instead, the Fund will lose part or all of the benefit of
the increased value of securities which it has hedged because it will have
offsetting losses in its futures positions. Furthermore, if in such
circumstances the Fund has insufficient cash, it may have to sell securities to
meet daily variation margin requirements. The Fund may have to sell such
securities at a time when it may be disadvantageous to do so.
An option on a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price at any time during the option exercise period. The
writer of the option is required upon exercise to assume an offsetting futures
position (a short position if the option is a call and a long position if the
option is a put). Upon exercise of the option, the assumption of offsetting
futures positions by the writer and holder of the option will be accompanied by
delivery of the accumulated cash balance in the writer's futures margin account
which represents the amount by which the market price of the futures contract,
at exercise, exceeds, in the case of a call, or is less than, in the case of a
put, the exercise price of the option on the futures contract.
Call options sold by a Fund with respect to futures contracts will be
covered by, among other things, entering into a long position in the same
contract at a price no higher than the strike price of the call option, or by
ownership of the instruments underlying, or instruments the prices of which are
expected to move relatively consistently with the instruments underlying, the
futures contract. Put options sold by a Fund with respect to futures contracts
will be covered when, among other things, cash or liquid securities are placed
in a segregated account to fulfill the obligation undertaken.
The Small Cap Stock Fund, International Equity Fund, Bond Fund and
Pennsylvania Income Fund may each utilize various index futures to protect
against changes in the market value of the securities in its portfolio or which
it intends to acquire. Securities index futures contracts are based on an index
of various types of securities, E.G., stocks or long-term corporate bonds. The
index assigns relative values to the securities included in an index, and
fluctuates with changes in the market value of such securities. The contract is
an agreement pursuant to which two parties agree to take or make delivery of an
amount of cash based upon the difference between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written. The acquisition or sale of an index futures
contract enables a Fund to protect its assets from fluctuations in prices of
certain securities without actually buying or selling such securities.
In general, the value of futures contracts sold by a Fund to offset
declines in its portfolio securities will not exceed the total market value of
the portfolio securities to be hedged, and futures contracts purchased by a Fund
will be covered by a segregated account consisting of cash or liquid securities
in an amount equal to the total market value of such futures contracts, less the
initial margin deposited therefor.
When buying futures contracts and when writing put options, a Fund will be
required to segregate in a separate account cash and/or liquid securities in an
amount sufficient to meet its obligations. When writing call options, a Fund
will be required to own the financial instrument or futures contract underlying
the option or segregate cash and/or liquid securities in an amount sufficient to
meet its obligations under written calls.
INTEREST RATE SWAPS. The International Equity Fund may engage in interest
rate swaps in order to attempt to protect its investments from interest rate
fluctuations. The International Equity Fund intends to use interest rate swaps
as a hedge and not as a speculative investment. Interest rate swaps involve the
exchange of the International Equity Fund with another party of their respective
rights to receive interest (e.g., an exchange of fixed rate payments for
floating rate payments). For example, if the International Equity Fund holds an
interest paying security whose interest rate is reset once a year, it may swap
the right to receive at a rate that is reset daily. Such a swap position would
offset changes in the value of the underlying security because of subsequent
changes in interest rates. This would protect the International Equity Fund from
a decline in the value of the underlying security due to rising rates, but would
also limit its ability to benefit from falling interest rates.
The International Equity Fund will enter into interest rate swaps only on a
net basis (i.e., the two payments streams will be netted out, with the
International Equity Fund receiving or paying as the case may be, only the net
amount of the two payments). The net amount of the excess, if any, of the
International Equity Fund's obligations over its entitlements with respect to
each interest rate swap will be accrued on a daily basis, and an amount of cash
or liquid high grade debt securities having an aggregate net asset value at
least equal to the accrued excess, will be maintained in a segregated account by
the International Equity Fund's custodian bank.
The use of interest rate swaps involves investment techniques and risks
different from those associated with ordinary portfolio security transactions.
If the International Equity Fund Sub-Advisor is incorrect in its forecasts of
market values, interest rates and other applicable factors, the investment
performance of the International Equity Fund will be less favorable than it
would have been if this investment technique were never used. Interest rate
swaps do not involve the delivery of securities or other underlying assets or
principal. Thus, if the other party to an interest rate swap defaults, the
International Equity Fund's risk of loss consists of the net amount of interest
payments that the International Equity Fund is contractually entitled to
receive.
ZERO COUPON SECURITIES. The Bond Fund and Pennsylvania Income Fund may each
invest in zero coupon securities which are debt securities issued or sold at a
discount from their face value which do not entitle the holder to any periodic
payment of interest prior to maturity or a specified redemption date (or cash
payment date). The amount of the discount varies depending on the time remaining
until maturity or cash payment date, prevailing interest rates, liquidity of the
security and perceived credit quality of the issuer. Zero coupon securities also
may take the form of debt securities that have been stripped of their unmatured
interest coupons, the coupons themselves and receipts or certificates
representing interests in such stripped debt obligations and coupons. The market
prices of zero coupon securities generally are more volatile than the market
prices of interest-bearing securities and are likely to respond to a greater
degree to changes in interest rates than interest-bearing securities having
similar maturities and credit qualities. Federal income tax law requires the
holder of a zero coupon security or of certain pay-in-kind bonds to accrue
income with respect to these securities prior to the receipt of cash payments.
To maintain its qualification as a regulated investment company and avoid
liability for federal income taxes, a Fund may be required to distribute such
income accrued with respect to these securities and may have to dispose of
portfolio securities under disadvantageous circumstances in order to generate
cash to satisfy these distribution requirements.
SHORT SALES. The Bond Fund and Pennsylvania Income Fund may from time to
time sell securities short. Short sales are effected when the Fund's Sub-Advisor
believes that the price of a particular security will decline, and involve the
sale of a security which a Fund does not own in the hope of purchasing the same
security at a later date at a lower price. When a Fund sells a security short,
it will borrow the same security from a broker or other institution to complete
the sale. A Fund may make a profit or incur a loss depending upon whether the
market price of the security sold short decreases or increases between the date
of the short sale and the date on which the Fund must replace the borrowed
security. An increase in the value of a security sold short by a Fund over the
price at which it was sold short will result in a loss to that Fund, and there
can be no assurance that a Fund will be able to close out the position at any
particular time or at an acceptable price.
All short sales must be fully collateralized, and the Bond Fund and
Pennsylvania Income Fund will not sell securities short if, immediately after
and as a result of the sale, the value of all securities sold short by that Fund
exceeds 25% of its total assets.
FOREIGN INVESTMENTS. Investments in foreign securities (including Yankee
Bonds, Eurodollar Bonds and Supranational Bonds for the Small Cap Stock Fund,
International Equity Fund and Bond Fund) may subject these Funds to investment
risks that differ in some respects from those related to investments in
securities of U.S. domestic issuers. Such risks include future adverse political
and economic developments, the possible imposition of withholding taxes on
interest or other investment income, possible seizure, nationalization, or
expropriation of foreign deposits or investments, the possible establishment of
exchange controls or taxation at the source, less stringent disclosure
requirements, less liquid or developed securities markets or the adoption of
other foreign governmental restrictions which might adversely affect the payment
of principal, interest or dividends on such securities or the purchase or sale
thereof. In addition, foreign branches of U.S. banks and foreign banks may be
subject to less stringent reserve requirements and to different accounting,
auditing, reporting, and recordkeeping standards than those applicable to
domestic branches of U.S. banks. The Bond Fund will acquire securities issued by
foreign branches of U.S. banks, foreign banks, or other foreign issuers only
when the Fund's Sub-Advisor believes that the risks associated with such
instruments are minimal.
Investments in foreign securities will usually involve currencies of
foreign countries, and the value of the assets of a Fund that may invest in
foreign securities as measured in United States dollars may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the Fund may incur costs in connection with
conversions between various currencies. Many European countries have adopted a
single European currency, the euro. On January 1, 1999, the euro became legal
tender for all countries participating in the Economic and Monetary Union
("EMU"). A new European Central Bank has been created to manage the monetary
policy of the new unified region. On the same date, the exchange rates were
irrevocably fixed between the EMU member countries. National currencies will
continue to circulate until they are replaced by euro coins and bank notes by
the middle of 2002. This change is likely to significantly impact the European
capital markets in which the Fund invests and may result in the Fund facing
additional risks in pursuing its investment objective. These risks, which
include, but are not limited to, uncertainty as to proper tax treatment of the
currency conversion, volatility of currency exchange rates as a result of the
conversion, uncertainty as to capital market reaction, conversion costs that may
affect issuer profitability and creditworthiness, and lack of participation by
some European countries, may increase the volatility of the Fund's net asset
value per share. These or other factors, including political and economic risks,
could cause market disruptions after the introduction of the euro, and could
adversely affect the value of securities held by the Funds.
The normal currency allocation of the International Equity Fund is
identical to the currency mix of the Benchmark. The International Equity Fund
expects to maintain this normal currency exposure when global currency markets
are fairly priced relative to each other and relative to associated risks. The
International Equity Fund may actively deviate from such normal currency
allocations to take advantage of or to seek to protect the International Equity
Fund from risk and return characteristics of the currencies and short-term
interest rates when those prices deviate significantly from fundamental value.
Deviations from the Benchmark are determined by the International Equity Fund
Sub-Advisor based upon its research.
To manage exposure to currency fluctuations, the International Equity Fund
may alter equity or money market exposures (in its normal asset allocation mix
as previously identified), enter into forward currency exchange contracts, buy
or sell options, futures or options on futures relating to foreign currencies
and may purchase securities indexed to currency baskets. The International
Equity Fund will also use these currency exchange techniques in the normal
course of business to hedge against adverse changes in exchange rates in
connection with purchases and sales of securities. Some of these strategies may
require the International Equity Fund to set aside liquid assets in a segregated
custodial account to cover its obligations. These techniques are further
described below.
The International Equity Fund may conduct its foreign currency exchange
transactions on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market or through entering into contracts to purchase
or sell foreign currencies at a future date (i.e., "forward foreign currency"
contract or "forward" contract). A forward contact involves an obligation to
purchase or sell a specific currency amount at a future date, which may be any
fixed number of days from the date of the contract, agreed upon by the parties,
at a price set at the time of the contract. The International Equity Fund will
convert currency on a spot basis from time to time and investors should be aware
of the potential costs of currency conversion.
When the International Equity Fund Sub-Advisor believes that the currency
of a particular country may suffer a significant decline against the U.S. dollar
or against another currency, the Fund may enter into a currency contract to
sell, for a fixed amount of U.S. dollars or other appropriate currency, the
amount of foreign currency approximating the value of some or all of the
International Equity Fund's securities denominated in such foreign currency.
At the maturity of a forward contract, the International Equity Fund may
either sell a portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate its contractual obligation to deliver
the foreign currency by repurchasing an "offsetting" contract with the same
currency trader obligating it to purchase, on the same maturity date, the same
amount of the foreign currency. The International Equity Fund may realize a gain
or loss from currency transactions.
The International Equity Fund also may purchase and write put and call
options on foreign currencies (traded on U.S. and foreign exchanges or
over-the-counter markets) to manage the Fund's exposure to changes in currency
exchange rates. Call options on foreign currency written by the International
Equity Fund will be "covered," which means that the Fund will own an equal
amount of the underlying foreign currency. With respect to put options on
foreign currency written by the International Equity Fund, the Fund will
establish a segregated account with its custodian bank consisting of cash, U.S.
government securities or other high-grade liquid debt securities in an amount
equal to the amount the Fund would be required to pay upon exercise of the put.
INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE FUTURES
CONTRACTS. The Bond Fund and the Pennsylvania Income Fund may purchase and sell
interest rate futures contracts and options on interest rate futures contracts
as a substitute for a comparable market position or to hedge against adverse
movements in interest rates.
To the extent such Fund has invested in interest rate futures contracts or
options on interest rate futures contracts as a substitute for a comparable
market position, the Fund will be subject to the investment risks of having
purchased the securities underlying the contract.
The Bond Fund and the Pennsylvania Income Fund may each also purchase call
options on interest rate futures contracts to hedge against a decline in
interest rates and may purchase put options on interest rate futures contracts
to hedge its portfolio securities against the risk of rising interest rates.
If a Fund has hedged against the possibility of an increase in interest
rates adversely affecting the value of securities held in that Fund's portfolio
and rates decrease instead, such Fund will lose part or all of the benefit of
the increased value of the securities which it has hedged because it will have
offsetting losses in its futures positions. In addition, in such situations, if
the Fund has insufficient cash, it may have to sell securities to meet daily
variation margin requirements at a time when it may be disadvantageous to do so.
These sales of securities may, but will not necessarily, be at increased prices
which reflect the decline in interest rates.
The Bond Fund and the Pennsylvania Income Fund may sell call options on
interest rate futures contracts to partially hedge against declining prices of
its portfolio securities. If the futures price at expiration of the option is
below the exercise price, the Fund will retain the full amount of the option
premium which provides a partial hedge against any decline that may have
occurred in that Fund's portfolio holdings. A Fund may sell put options on
interest rate futures contracts to hedge against increasing prices of the
securities which are deliverable upon exercise of the futures contracts. If the
futures price at expiration of the option is higher than the exercise price, the
Fund will retain the full amount of the option premium which provides a partial
hedge against any increase in the price of securities which the Fund intends to
purchase. If a put or call option sold by a Fund is exercised, the Fund will
incur a loss which will be reduced by the amount of the premium it receives.
Depending on the degree of correlation between changes in the value of its
portfolio securities and changes in the value of its futures positions, a Fund's
losses from existing options on futures may to some extent be reduced or
increased by changes in the value of its portfolio securities.
The Bond Fund and the Pennsylvania Income Fund also may each sell options
on interest rate futures contracts as part of closing purchase transactions to
terminate its options positions. No assurance can be given that such closing
transactions can be effected or that there will be a correlation between price
movements in the options on interest rate futures and price movements in that
Fund's portfolio securities which are the subject of the hedge. In addition, a
Fund's purchase of such options will be based upon predictions as to anticipated
interest rate trends, which could prove to be inaccurate.
In general, the value of futures contracts sold by a Fund to offset
declines in its portfolio securities will not exceed the total market value of
the portfolio securities to be hedged, and futures contracts purchased by a Fund
will be covered by a segregated account consisting of cash or liquid securities
in an amount equal to the total market value of such futures contracts, less the
initial margin deposited therefor.
When buying futures contracts and when writing put options, a Fund will be
required to segregate in a separate account cash and/or liquid securities in an
amount sufficient to meet its obligations. When writing call options, a Fund
will be required to own the financial instrument or futures contract underlying
the option or segregate cash and/or liquid securities in an amount sufficient to
meet its obligations under written calls.
THE FOLLOWING RISKS APPLY TO THE PENNSYLVANIA INCOME FUND.
RISKS OF NON-DIVERSIFICATION. Potential Shareholders should consider the
fact that the Pennsylvania Income Fund's portfolio consists primarily of
securities issued by the Commonwealth of Pennsylvania (the "Commonwealth"), its
municipalities and authorities and should realize that the Pennsylvania Income
Fund's performance is closely tied to general economic conditions within the
Commonwealth as a whole and to economic conditions within particular industries
and geographic areas located within the Commonwealth.
Although the General Fund of the Commonwealth (the principal operating fund
of the Commonwealth) experienced deficits in fiscal 1990 and 1991, tax increases
and spending decreases have resulted in surpluses the last seven years; as of
June 30, 1998, the General Fund had a surplus of $1,958.9 million. The deficit
in the Commonwealth's unreserved/undesignated funds also has been eliminated.
Pennsylvania's economy historically has been dependent upon heavy industry,
but has diversified recently into various services, particularly into medical
and health services, education and financial services. Agricultural industries
continue to be an important part of the economy, including not only the
production of diversified food and livestock products, but substantial economic
activity in agribusiness and food-related industries. Service industries
currently employ the greatest share of nonagricultural workers, followed by the
categories of trade and manufacturing. Future economic difficulties in any of
these industries could have an adverse impact on the finances of the
Commonwealth or its municipalities, and could adversely affect the market value
of the Pennsylvania Exempt Securities in the Pennsylvania Income Fund or the
ability of the respective obligors to make payments of interest and principal
due on such Securities.
Certain litigation is pending against the Commonwealth that could adversely
affect the ability of the Commonwealth to pay debt service on its obligations
including as of June 1, 1999, suits relating to the following matters: (i) In
February 1999, a taxpayer filed a petition for review in the Commonwealth Court
of Pennsylvania asking the court to declare that Chapter 5 (relating to Sports
Facilities Financing) of the Capital Facilities Debt Enabling Act is in
violation of the Pennsylvania Constitution. Commonwealth Court denied the
taxpayer's motion for a preliminary injunction and the Supreme Court denied an
appeal of such denial. The respondents have filed preliminary objections in the
nature of a demurrer, requesting the Court dismiss the case with prejudice. Oral
arguments before the Commonwealth Court regarding the preliminary objections
were scheduled for May 19, 1999, (ii) The American Civil Liberties Union
("ACLU") filed suit in federal court demanding additional funding for child
welfare services; the Commonwealth settled a similar suit in the Commonwealth
Court of Pennsylvania and is seeking the dismissal of the federal suit, among
other things, because of that settlement. After its earlier denial of class
certification was reversed by the Third Circuit Court of Appeals, the district
court granted class certification to the ACLU, and the parties are proceeding
with discovery. In July 1998, a settlement agreement was reached with the City
of Philadelphia. The Commonwealth has agreed to pay $100,000 to settle
plaintiffs' $1.4 million claim for attorney's fees and to take other actions in
exchange for a full and final release and dismissal of the case against the
Commonwealth parties. The settlement was approved by the district court on
February 1, 1999, and the case was dismissed; (iii) In 1987, the Supreme Court
of Pennsylvania held the statutory scheme for county funding of the judicial
system to be in conflict with the constitution of the Commonwealth, but it
stayed judgment pending enactment by the legislature of funding consistent with
the opinion, and the legislature has yet to consider legislation implementing
the judgment. In 1992, a new action in mandamus was filed seeking to compel the
Commonwealth to comply with the original decision. The Court issued a writ in
mandamus and appointed a special master in 1996 to submit a plan for
implementation, which it intended to require by January 1, 1998. In January
1997, the Court established a committee, consisting of the special master and
representatives of the Executive and Legislative branches, to develop an
implementation plan; an implementation plan was filed in July 1997. In April
1998 the General Assembly appropriated approximately $12 million for the funding
of county court administrator, under the implementation plan. However, no
legislation has been approved for the payment of Commonwealth compensation
county court administrators. In May 1998, an action was filed by the
Administrative Governing Board of the First Judicial District claiming the city
government has failed to provide adequate Funds for the Operation of the courts
of the First Judicial District. In November 1998, the First Judicial District
Governing Board filed with the Supreme Court a renewed motion for entry of an
order providing emergency relief, which requests the City of Philadelphia to
provide funds to the First Judicial District Courts, in order to maintain
necessary judicial operations throughout the end of the fiscal year. Although
the Supreme Court issued no order, the City is apparently continuing its funding
of the courts; (iv) Litigation was filed in both state and federal court by an
association of rural and small schools and several individual school districts
and parents challenging the constitutionality of the Commonwealth's system for
funding local school districts -- the federal case has been stayed pending the
resolution of the state case; a trial in the state case commenced in January
1997 and has recessed; no briefing schedule or date for oral argument has yet
been set; On July 9, 1998 the state court issued an opinion dismissing the
petitioners' claim in its entirety. On July 20, 1998 the petitioner filed a
timely motion for post-trial relief, taking exception to the state court's
findings of fact and conclusions of law. The Supreme Court, after assuming
jurisdiction in the case directed that all parties submit briefs on all issues
presented in the petitioners' motion for post-trial relief; and (v) In 1995, the
Commonwealth, the Governor of Pennsylvania, the City of Philadelphia and the
Mayor of Philadelphia were joined as additional respondents in an enforcement
action commenced in Commonwealth Court in 1973 by the Pennsylvania Human
Relations Commission against the School District of Philadelphia pursuant to the
Pennsylvania Human Relations Act. The Commonwealth and the City were joined to
determine their liability, if any, to pay additional costs necessary to remedy
segregation-related conditions found to exist in Philadelphia public schools. In
January 1997, the Pennsylvania Supreme Court ordered the parties to brief
certain issues. The Supreme Court heard oral argument on the issues in February
1998 but no decision has been issued, (vi) In February 1997, five residents of
the City of Philadelphia, joined by the City, the School District and others,
filed a civil action in the Commonwealth Court for declaratory judgment against
the Commonwealth and certain Commonwealth officers and officials that the
defendants had failed to provide an adequate quality of education in
Philadelphia, as required by the Pennsylvania Constitution. In March 1998, the
Commonwealth Court dismissed the case on the grounds that the issues prescribed
are not justifiable. An appeal to the Supreme Court of Pennsylvania is pending,
(vii) In April 1995, the Commonwealth reached a settlement agreement with
Fidelity Bank and certain other banks with respect to the constitutional
validity of the Amended Bank Shares Act and related legislation; although this
settlement agreement did not require expenditure of Commonwealth funds, the
petitions of other banks are currently pending with the Commonwealth Court; In
January 1998 a panel of the Commonwealth Court ruled in favor of the
Commonwealth, finding no constitutional violation. Royal Bank filed exceptions,
which the Commonwealth Court EN BANC denied. Royal Bank appealed to the Supreme
Court and briefing has been completed. The Court has not yet scheduled oral
arguments. (viii) Suit has been filed in state court against the State
Employees' Retirement Board claiming that the use of gender district actuarial
factors to compute benefits received before August 1, 1983 violates the
Pennsylvania Constitution (gender-neutral factors have been used since August 1,
1983, the date on which the U.S. Supreme Court held in ARIZONA GOVERNING
COMMITTEE V. NORRIS that the use of such factors violated the Federal
Constitution); in 1996, the Commonwealth Court heard oral argument EN BANC, and
in 1997 denied the plaintiff's motion for judgement on the pleading. The case is
currently in discovery. (ix) In March 1997, Rite Aid of Pennsylvania, Inc. filed
in the United States District Court for the Eastern District of Pennsylvania, a
civil action against the Secretary of Public Welfare alleging that regulations
promulgated in October 1995 governing payment rates for prescription drugs and
related services provided to recipients of benefits under the Pennsylvania
Medical Assistance Program violated provisions of Title XIX of the Social
Security Act and regulations of the U.S. Department of Health and Human
Services, as well as provisions of State law and Federal constitutional due
process. In August 1998, the court declared that certain pharmacy reimbursement
rates were in violation of the Medicaid Act and enjoined the Secretary from
using these rates to reimburse for any prescription drugs and related services
provided to Medicaid recipients on and after October 1, 1998. The Secretary
filed motions for appeal and in March 1999, the U.S. Court of Appeals for the
Third Circuit reversed the district court's order and remanded the case for
further proceedings. The plaintiffs on April 5, 1999 filed an application for
rehearing. (x) On March 9, 1998 several residents of the City of Philadelphia
along with the School District of Philadelphia and others brought suit in the
United States District Court for the Eastern District of Pennsylvania against
the Governor, the Secretary of Education and others alleging that the defendants
are violating a regulation of the U.S. Department of Education promulgated under
Title VI of the Civil Rights Act of 1964 in that the Commonwealth's system for
funding public schools has the effect of discrimination on the basis of race. On
November 18, 1998, the district court dismissed the action with prejudice. An
appeal by the plaintiffs was filed and the parties are awaiting the scheduling
of oral argument.
Although there can be no assurance that such conditions will continue, the
Commonwealth's general obligation bonds are currently rated AA by Standard &
Poor's Corporation ("S&P") and A3 by Moody's, and Philadelphia's and
Pittsburgh's general obligation bonds are currently rated BBB and BBB
respectively by S&P and Baa2 and Baa1 respectively by Moody's.
The City of Philadelphia (the "City") experienced a series of General Fund
deficits for Fiscal Years 1988 through 1992 and, while its general financial
situation has improved, the City is still seeking a long-term solution for its
economic difficulties. The audited balance of the City's General Fund as of June
30, 1998 was a surplus of $169.2 million up from a surplus of approximately
$128.8 million as of June 30, 1995.
In recent years an authority of the Commonwealth, the Pennsylvania
Intergovernmental Cooperation Authority ("PICA"), has issued approximately $1.76
billion of Special Revenue Bonds on behalf of the City to cover budget
shortfalls, to eliminate projected deficits and to fund capital spending. PICA
provides assistance regarding the City's finances. The City is currently
operating under a five year plan approved by PICA in 1996. PICA's power to issue
further bonds to finance capital projects expired on December 31, 1994. PICA's
authority to issue bonds to finance cash flow deficits expired December 31,
1996, and its authority to refund existing debt will not expire. PICA had
approximately $1.1 billion in special revenue bonds outstanding as of April 15,
1999.
The Pennsylvania Income Fund's classification as "non-diversified" means
that the proportion of the Pennsylvania Income Fund's assets that may be
invested in the securities of a single issuer is not limited by the 1940 Act.
However, the Pennsylvania Income Fund intends to conduct its operations so as to
qualify as a "regulated investment company" for purposes of the Internal Revenue
Code of 1986, as amended (the "Code"), which requires the Pennsylvania Income
Fund generally to invest as of the end of each fiscal quarter, with respect to
50% of its total assets, not more than 5% of such assets in the obligations of a
single issuer; as to the remaining 50% of its total assets, the Pennsylvania
Income Fund is not so restricted. In no event, however, may the Pennsylvania
Income Fund invest more than 25% of its total assets in the obligations of any
one issuer as of the end of each fiscal quarter. Since a relatively high
percentage of the Pennsylvania Income Fund's assets may be invested in the
obligations of a limited number of issuers, some of which may be within the same
economic sector, the Pennsylvania Income Fund's portfolio securities may be more
susceptible to any single economic, political or regulatory occurrence than the
portfolio securities of a diversified investment company.
MUNICIPAL LEASE OBLIGATIONS. Certain municipal lease/purchase obligations
in which the Pennsylvania Income Fund may invest may contain "non-appropriation"
clauses which provide that the municipality has no obligation to make lease
payments in future years unless money is appropriated for such purpose on a
yearly basis. Although "non-appropriation" lease/purchase obligations are
secured by the leased property, disposition of the leased property in the event
of foreclosure might prove difficult. In evaluating the credit quality of a
municipal lease/purchase obligation that is unrated, the Sub-Advisor will
consider, on an ongoing basis, a number of factors including the likelihood that
the issuing municipality will discontinue appropriating funding for the leased
property.
THE FOLLOWING RISK APPLIES TO THE MANAGED ALLOCATION FUNDS.
AFFILIATED PERSONS. In managing the Funds, the Advisor and Sub-Advisor will
have the authority to select and substitute Underlying Funds. The Advisor and
Sub-Advisor are subject to conflicts of interest in allocating Fund assets among
the various Underlying Funds both because the fees payable to it and/or its
affiliates by some Underlying Funds are higher than the fees payable by other
Underlying Funds and because the Advisor and Sub-Advisor and their affiliates
are also responsible for managing the Underlying Funds. The Trustees and
officers of the Trust may also have conflicting interests in fulfilling their
fiduciary duties to both the Funds and the Underlying Funds.
BANK OBLIGATIONS. Each Fund may invest in bank obligations such as bankers'
acceptances, certificates of deposit, and demand and time deposits.
Bankers' acceptances are negotiable drafts or bills of exchange typically
drawn by an importer or exporter to pay for specific merchandise, which are
"accepted" by a bank, meaning, in effect, that the bank unconditionally agrees
to pay the face value of the instrument on maturity. Bankers' acceptances
invested in by the Funds will be those guaranteed by domestic and foreign banks
having, at the time of investment, capital, surplus, and undivided profits in
excess of $100,000,000 (as of the date of their most recently published
financial statements).
Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank or a savings and loan association for a definite
period of time and earning a specified return. Certificates of deposit and
demand and time deposits will be those of domestic and foreign banks and savings
and loan associations, if (a) at the time of investment the depository
institution has capital, surplus, and undivided profits in excess of
$100,000,000 (as of the date of its most recently published financial
statements), or (b) the principal amount of the instrument is insured in full by
the Federal Deposit Insurance Corporation.
The Small Cap Stock Fund, International Equity Fund, and the Bond Fund may
also invest in ECDs, Yankee CDs, ETDs, and Canadian Time Deposits, which are
basically the same as ETDs except they are issued by Canadian offices of major
Canadian banks.
COMMERCIAL PAPER. Commercial paper consists of unsecured promissory notes
issued by corporations. Except as noted below with respect to variable amount
master demand notes, issues of commercial paper normally have maturities of less
than nine months and fixed rates of return.
The Funds will purchase commercial paper consisting of issues rated at the
time of purchase by one or more NRSROs in one of the two highest rating
categories for short-term debt obligations. Each such Fund may also invest in
commercial paper that is not rated but that is determined by the respective
Sub-Advisor to be of comparable quality to instruments that are so rated by an
NRSRO. For a description of the rating symbols of the NRSROs, see the Appendix.
VARIABLE AMOUNT MASTER DEMAND NOTES. Variable amount master demand notes in
which the Bond Fund and the Pennsylvania Income Fund may invest are unsecured
demand notes that permit the indebtedness thereunder to vary and provide for
periodic adjustments in the interest rate according to the terms of the
instrument. Because master demand notes are direct lending arrangements between
a Fund and the issuer, they are not normally traded. Although there is no
secondary market in the notes, the Fund may demand payment of principal and
accrued interest at any time within 30 days. While such notes are not typically
rated by credit rating agencies, issuers of variable amount master demand notes
(which are normally manufacturing, retail, financial and other business
concerns), must satisfy, for purchase by a Fund, the same criteria as set forth
above for commercial paper. The Sub-Advisor will consider the earning power,
cash flow, and other liquidity ratios of the issuers of such notes and will
continuously monitor their financial status and ability to meet payment on
demand. In determining average weighted portfolio maturity, a long-term variable
amount master demand note will be deemed to have a maturity equal to the longer
of the period of time remaining until the next interest rate adjustment or the
period of time remaining until the principal amount can be recovered from the
issuer through demand.
U.S. GOVERNMENT OBLIGATIONS. Each Fund may invest in obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities.
Obligations of certain agencies and instrumentalities of the U.S. Government are
supported by the full faith and credit of the U.S. Treasury; others are
supported by the right of the issuer to borrow from the Treasury; others are
supported by the discretionary authority of the U.S. Government to purchase the
agency's obligations; and still others are supported only by the credit of the
instrumentality. No assurance can be given that the U.S. Government would
provide financial support to U.S. Government-sponsored agencies or
instrumentalities if it is not obligated to do so by law.
Each Fund may also invest in the following types of U.S. Treasury
securities: direct obligations issued by the U.S. Treasury including bills,
notes and bonds which differ from each other only in interest rates, maturities
and times of issuance; U.S. Treasury securities that have been stripped of their
unmatured interest coupons (which typically provide for interest payments
semi-annually); interest coupons that have been stripped from such U.S. Treasury
securities; receipts and certificates for such stripped debt obligations and
stripped coupons (collectively, "Stripped Treasury Securities"); and in
repurchase agreements collateralized by such securities. Stripped Treasury
Securities will include (1) coupons that have been stripped from U.S. Treasury
bonds, which may be held through the Federal Reserve Bank's book-entry system
called "Separate Trading of Registered Interest and Principal of Securities"
("STRIPS") or through a program entitled "Coupon Under Book-Entry Safekeeping"
("CUBES").
Treasury bills have maturities of one year or less; Treasury notes have
maturities of one to ten years and Treasury bonds generally have maturities of
greater than ten years. Stripped Treasury Securities are sold at a deep discount
because the buyer of those securities receives only the right to receive a
future fixed payment (representing principal or interest) on the security and
does not receive any rights to periodic interest payments on the security.
EXEMPT SECURITIES. The assets of the Pennsylvania Income Fund will be
primarily invested in Exempt Securities. Exempt Securities include debt
obligations issued by governmental entities to obtain funds for various public
purposes, such as the construction of a wide range of public facilities, the
refunding of outstanding obligations, the payment of general operating expenses,
and the extension of loans to other public institutions and facilities. Private
activity bonds that are issued by or on behalf of public authorities to finance
various privately-operated facilities are included within the term Exempt
Securities, only if the interest paid thereon is exempt from both Pennsylvania
income taxes and federal taxes, although such interest may be treated as a
preference item for purposes of the federal alternative minimum tax.
Among other types of Exempt Securities, the Pennsylvania Income Fund may
purchase short-term General Obligation Notes, Tax Anticipation Notes, Bond
Anticipation Notes, Revenue Anticipation Notes, Project Notes, Tax-Exempt
Commercial Paper, Construction Loan Notes and other forms of short-term
tax-exempt loans. Such instruments are issued with a short-term maturity in
anticipation of the receipt of tax funds, the proceeds of bond placements or
other revenues. In addition, the Pennsylvania Income Fund may invest in other
types of tax-exempt instruments, such as municipal bonds, private activity
bonds, and pollution control bonds.
Project Notes are issued by a state or local housing agency and are sold by
the Department of Housing and Urban Development. While the issuing agency has
the primary obligation with respect to its Project Notes, they are also secured
by the full faith and credit of the United States through agreements with the
issuing authority which provide that, if required, the federal government will
lend the issuer an amount equal to the principal of and interest on the Project
Notes.
The two principal classifications of Exempt Securities consist of "general
obligation" and "revenue" issues. The Pennsylvania Income Fund may also acquire
"moral obligation" issues, which are normally issued by special purpose
authorities. There are, of course, variations in the quality of Exempt
Securities, both within a particular classification and between classifications,
and the yields on Exempt Securities depend upon a variety of factors, including
the financial condition of the issuer, general conditions of the municipal bond
market, the size of a particular offering, the maturity of the obligation and
the rating of the issue. Ratings represent the opinions of an NRSRO as to the
quality of Exempt Securities. It should be emphasized, however, that ratings are
general and are not absolute standards of quality, and Exempt Securities with
the same maturity, interest rate and rating may have different yields, while
Exempt Securities of the same maturity and interest rate with different ratings
may have the same yield. Subsequent to purchase, an issue of Exempt Securities
may cease to be rated or its rating may be reduced below the minimum rating
required for purchase. The Sub-Advisor will consider such an event in
determining whether the Pennsylvania Income Fund should continue to hold the
obligation.
An issuer's obligations under its Exempt Securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the federal bankruptcy code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations or upon the ability of municipalities to
levy taxes. The power or ability of an issuer to meet its obligations for the
payment of interest on and principal of its Exempt Securities may be materially
adversely affected by litigation or other conditions.
The Pennsylvania Income Fund may also invest in municipal lease obligations
or installment purchase contract obligations. Municipal lease obligations or
installment purchase contract obligations (collectively, "lease obligations")
have special risks not ordinarily associated with Exempt Securities. Although
lease obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation ordinarily
is based by the municipality's covenant to budget for, appropriate and make the
payments due under the lease obligation. However, certain lease obligations
contain "non-appropriation" clauses which provide that the municipality has no
obligation to make lease or installment purchase payments in future years unless
money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease obligations are secured by the leased property,
disposition of the property in the event of foreclosure might prove difficult.
The staff of the Commission currently considers certain lease obligations to be
illiquid. Determination as to the liquidity of such securities is made by the
Sub-Advisor. The Pennsylvania Income Fund will not invest more than 15% of the
value of its net assets in lease obligations that are illiquid and in other
illiquid securities.
VARIABLE AND FLOATING RATE SECURITIES. The Bond Fund and Pennsylvania
Income Fund may acquire variable and floating rate securities, subject to such
Fund's investment objectives, policies and restrictions. A variable rate
security is one whose terms provide for the adjustment of its interest rate on
set dates and which, upon such adjustment, can reasonably be expected to have a
market value that approximates its par value or amortized cost, as the case may
be. A floating rate security is one whose terms provide for the adjustment of
its interest rate whenever a specified interest rate changes and which, at any
time, can reasonably be expected to have a market value that approximates its
par value or amortized cost, as the case may be. Such securities, that are not
obligations of the U.S. Government or its agencies or instrumentalities, are
frequently not rated by NRSROs, however, unrated variable and floating rate
securities purchased by a Fund will be determined by the Sub-Advisor to be of
comparable quality at the time of purchase to rated instruments eligible for
purchase under that Fund's investment policies. In making such determinations,
the Sub-Advisor will consider the earning power, cash flow and other liquidity
ratios of the issuers of such securities (such issuers include financial,
merchandising, bank holding and other companies) and will continuously monitor
their financial condition. Although there may be no active secondary market with
respect to a particular variable or floating rate security purchased by a Fund,
the Fund may resell the security at any time to a third party. The absence of an
active secondary market, however, could make it difficult for the Fund to
dispose of a variable or floating rate security in the event the issuer of the
security defaulted on its payment obligations and the Fund could, as a result or
for other reasons, suffer a loss to the extent of the default. To the extent
that there exists no readily available market for such security and the Fund is
not entitled to receive the principal amount of a security within seven days,
such a security will be treated as an illiquid security for purposes of
calculation of that Fund's limitation on investments in illiquid securities, as
set forth in its investment restrictions. Variable or floating rate securities
may be secured by bank letters of credit.
In the event the interest rate of a variable or floating rate obligation is
established by reference to an index or an interest rate that may from time to
time lag behind other market interest rates, there is the risk that the market
value of such obligation, on readjustment of its interest rate, will not
approximate its par value.
Variable and floating rate obligations for which no readily available
market exists and which are not subject to a demand feature that will permit the
Bond and Pennsylvania Income Funds to receive payment of the principal within
seven days after demand by that Fund, will be considered illiquid and therefore,
together with other illiquid securities held by such Fund, will not exceed 15%
of such Fund's net assets.
RESTRICTED SECURITIES. Securities in which the Small Cap Stock Fund, the
International Equity Fund and the Bond Fund may invest include securities issued
by corporations without registration under the Securities Act of 1933, as
amended (the "1933 Act"), such as securities issued in reliance on the so-called
"private placement" exemption from registration which is afforded by Section
4(2) of the 1933 Act ("Section 4(2) securities"). Section 4(2) securities are
restricted as to disposition under the Federal securities laws, and generally
are sold to institutional investors such as a Fund who agree that they are
purchasing the securities for investment and not with a view to public
distribution. Any resale must also generally be made in an exempt transaction.
Section 4(2) securities are normally resold to other institutional investors
through or with the assistance of the issuer or investment dealers who make a
market in such Section 4(2) securities, thus providing liquidity. Any such
restricted securities will be considered to be illiquid for purposes of a Fund's
limitations on investments in illiquid securities unless the Sub-Advisor has
determined such securities to be liquid.
Pursuant to procedures adopted by the Board of Trustees of the Trust, a
Sub-Advisor may determine Section 4(2) securities to be liquid if such
securities are eligible for resale under Rule 144A under the 1933 Act and are
readily saleable. Rule 144A permits the Small Cap Stock Fund, the International
Equity Fund and the Bond Fund to purchase securities which have been privately
placed and resell such securities to certain qualified institutional buyers
without restriction. For purposes of determining whether a Rule 144A security is
readily saleable, and therefore liquid, a Sub-Advisor must consider, among other
things, the frequency of trades and quotes for the security, the number of
dealers willing to purchase or sell the security and the number of potential
purchasers, dealer undertakings to make a market in the security, and the nature
of the security and marketplace trades of such security. However, investing in
Rule 144A securities, even if such securities are initially determined to be
liquid, could have the effect of increasing the level of the Small Cap Stock
Fund's, the International Equity Fund's and the Bond Fund's illiquidity to the
extent that qualified institutional buyers become, for a time, uninterested in
purchasing these securities.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. The Bond Fund may, consistent
with its investment objective and policies, invest in mortgage-related
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. In addition, the Bond Fund may also invest in
mortgage-related securities issued by non-governmental entities.
Mortgage-backed securities, for purposes of the Bond Fund's Prospectus and
this Statement of Additional Information, represent pools of mortgage loans
assembled for sale to investors by various governmental agencies such as GNMA
and government-related organizations such as the FNMA and FHLMC, as well as by
non-governmental issuers such as commercial banks, savings and loan
institutions, mortgage bankers and private mortgage insurance companies in the
case of the Income Fund. Although certain mortgage-related securities are
guaranteed by a third party or otherwise similarly secured, the market value of
the security, which may fluctuate, is not so secured. If a Fund purchases a
mortgage-related security at a premium, that portion may be lost if there is a
decline in the market value of the security whether resulting from changes in
interest rates or prepayments in the underlying mortgage collateral. As with
other interest-bearing securities, the prices of such securities are inversely
affected by changes in interest rates. However, though the value of a
mortgage-related security may decline when interest rates rise, the converse is
not necessarily true, since in periods of declining interest rates the mortgages
underlying the securities are prone to prepayment, thereby shortening the
average life of the security and shortening the period of time over which income
at the higher rate is received. Conversely, when interest rates are rising, the
rate of prepayment tends to decrease, thereby lengthening the average life of
the security and lengthening the period of time over which income at the lower
rate is received. For these and other reasons, a mortgage-related security's
average maturity may be shortened or lengthened as a result of interest rate
fluctuations and, therefore, it is not possible to predict accurately the
security's return to a Fund. In addition, regular payments received in respect
of mortgage-related securities include both interest and principal. No assurance
can be given as to the return a Fund will receive when these amounts are
reinvested.
The Bond Fund may invest in mortgage-backed securities which are CMOs
structured on pools of mortgage pass-through certificates or mortgage loans.
Mortgage-backed securities will be purchased only if rated in the four highest
bond rating categories assigned by one or more appropriate NRSROs, or, if
unrated, which the Sub-Advisor deems to be of comparable quality to securities
so rated.
There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-backed securities
and among the securities that they issue. Mortgage-related securities issued by
GNMA include GNMA Mortgage Pass-Through Certificates (also known as "Ginnie
Maes") which are guaranteed as to the timely payment of principal and interest
by GNMA and such guarantee is backed by the full faith and credit of the United
States. GNMA is a wholly-owned U.S. Government corporation within the Department
of Housing and Urban Development. GNMA certificates also are supported by the
authority of GNMA to borrow funds from the U.S. Treasury to make payments under
its guarantee. Mortgage-related securities issued by FNMA include FNMA
Guaranteed Mortgage Pass-Through Certificates (also known as "Fannie Maes")
which are solely the obligations of the FNMA and are not backed by or entitled
to the full faith and credit of the United States. The FNMA is a
government-sponsored organization owned entirely by private stockholders. Fannie
Maes are guaranteed as to timely payment of the principal and interest by FNMA.
Mortgage-backed securities issued by FHLMC include FHLMC Mortgage Participation
Certificates (also known as "Freddie Macs" or "PCs"). The FHLMC is a corporate
instrumentality of the United States, created pursuant to an Act of Congress,
which is owned entirely by Federal Home Loan Banks. Freddie Macs are not
guaranteed by the United States or by any Federal Home Loan Banks and do not
constitute a debt or obligation of the United States or of any Federal Home Loan
Bank. Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by the FHLMC. The FHLMC guarantees either ultimate collection or
timely payment of all principal payments on the underlying mortgage loans. When
the FHLMC does not guarantee timely payment of principal, FHLMC may remit the
amount due on account of its guarantee of ultimate payment of principal at any
time after default on an underlying mortgage, but in no event later than one
year after it becomes payable.
Mortgage-backed and asset-based securities have certain characteristics
which are different from traditional debt securities. Among the major
differences are that interest and principal payments are made more frequently,
usually monthly, and that principal may be prepaid at any time because the
underlying mortgage loans or other assets generally may be prepaid at any time.
As a result, if a Fund purchases such a security at a premium, a prepayment rate
that is faster than expected will reduce yield to maturity, while a prepayment
rate that is slower than expected will have the opposite effect of increasing
yield to maturity. Alternatively, if a Fund purchases these securities at a
discount, faster than expected prepayments will increase, while slower than
expected prepayments will reduce, yield to maturity. The Income Fund may invest
a portion of its assets in derivative mortgage-backed securities such as
stripped mortgage-backed securities which are highly sensitive to changes in
prepayment and interest rates.
Mortgage-backed securities and asset-backed securities, like all fixed
income securities, generally decrease in value as a result of increases in
interest rates. In addition, although generally the value of fixed-income
securities increases during periods of falling interest rates and, as stated
above, decreases during periods of rising interest rates, as a result of
prepayments and other factors, this is not always the case with respect to
mortgage-backed securities and asset-backed securities.
Although the extent of prepayments of a pool of mortgage loans depends on
various economic and other factors, as a general rule prepayments on fixed rate
mortgage loans will increase during a period of declining interest rates.
Accordingly, amounts available for reinvestment by a Fund are likely to be
greater during a period of declining interest rates and, as a result, likely to
be reinvested at lower interest rates than during a period of rising interest
rates. Asset-backed securities, although less likely to experience the same
prepayment rates as mortgage-backed securities, may respond to certain of the
same factors influencing prepayments, while at other times different factors,
such as changes in credit use and payment patterns resulting from social, legal
and economic factors, will predominate. Mortgage-backed securities and
asset-backed securities generally decrease in value as a result of increases in
interest rates and may benefit less than other fixed income securities from
declining interest rates because of the risk of prepayment.
There are certain risks associated specifically with CMOs. CMOs issued by
private entities are not U.S. government securities and are not guaranteed by
any government agency, although the securities underlying a CMO may be subject
to a guarantee. Therefore, if the collateral securing the CMO, as well as any
third party credit support or guarantees, is insufficient to make payment, the
holder could sustain a loss. However, as stated above, the Income Fund will
invest only in CMOs which are rated in one of the four highest rating categories
by an NRSRO or, if unrated, are determined by the Sub-Advisor to be of
comparable quality. Also, a number of different factors, including the extent of
prepayment of principal of the underlying obligations, affect the availability
of cash for principal payments by the CMO issuer on any payment date and,
accordingly, affect the timing of principal payments on each CMO class.
Asset-backed securities involve certain risks that are not posed by
mortgage-backed securities, resulting mainly from the fact that asset-backed
securities do not usually contain the complete benefit of a security interest in
the related collateral. For example, credit card receivables generally are
unsecured, and the debtors are entitled to the protection of a number of state
and federal consumer credit laws, some of which may reduce the ability to obtain
full payment. In case of automobile receivables, due to various legal and
economic factors, proceeds from repossessed collateral may not always be
sufficient to support payments on these securities.
The cash flows and yields on IOs and POs are extremely sensitive to the
rate of principal payments (including prepayments) on the related underlying
obligations. For example, a rapid or slow rate of principal payments may have a
material adverse effect on the yield of IOs or POs, respectively. If the
underlying obligations experience greater than anticipated prepayments of
principal, an investor may fail to recoup fully its initial investment in an IO.
Furthermore, if the underlying obligations experience slower than anticipated
prepayments of principal, the yield of a PO will be affected more severely than
would be the case with a traditional mortgage-backed security. IOs and POs have
exhibited large price changes in response to changes in interest rates and are
considered to be volatile in nature.
WHEN-ISSUED SECURITIES. Each Fund may purchase securities on a
"when-issued" basis (I.E., for delivery beyond the normal settlement date at a
stated price and yield). When a Fund agrees to purchase securities on a
"when-issued" basis, the Fund's custodian will set aside cash or liquid
portfolio securities equal to the amount of the commitment in a separate
account. Normally, a Fund's custodian will set aside portfolio securities to
satisfy the purchase commitment, and in such a case, the Fund may be required
subsequently to place additional assets in the separate account in order to
assure that the value of the account remains equal to the amount of that Fund's
commitment. It may be expected that a Fund's net assets will fluctuate to a
greater degree when it sets aside portfolio securities to cover such purchase
commitments than when it sets aside cash. In addition, because a Fund will set
aside cash or liquid portfolio securities to satisfy its purchase commitments in
the manner described above, such Fund's liquidity and the ability of the
Sub-Advisor to manage it might be affected in the event its commitments to
purchase "when-issued" securities ever exceeded 25% of its total assets. Under
normal market conditions, however, each Fund's commitment to purchase
"when-issued" or "delayed-delivery" securities will not exceed 25% of its total
assets.
When a Fund engages in "when-issued" transactions, it relies on the seller
to consummate the trade. Failure of the seller to do so may result in that
Fund's incurring a loss or missing the opportunity to obtain a price considered
to be advantageous. Each Fund will engage in "when-issued" delivery transactions
only for the purpose of acquiring portfolio securities consistent with such
Fund's investment objectives and policies and not for investment leverage. If
the Pennsylvania Bond Fund sells a "when-issued" or "delayed-delivery" security
before delivery, any gain would not be tax-exempt.
REAL ESTATE INVESTMENT TRUSTS. The Small Cap Stock Fund and the
Intermediate Term Bond Fund may invest in equity REITs. REITs pool investors'
funds for investment primarily in commercial real estate properties. Investment
in REITs may subject the Funds to certain risks. REITs may be affected by
changes in the value of the underlying property owned by the trust. REITs are
dependent upon specialized management skill, may not be diversified and are
subject to the risks of financing projects. REITs are also subject to heavy cash
flow dependency, defaults by borrowers, self liquidation and the possibility of
failing to qualify for the beneficial tax treatment available to REITs under the
Internal Revenue Code and to maintain its exemption from the 1940 Act. As a
shareholder in a REIT, each Fund would bear, along with other shareholders, its
pro rata portion of the REIT's operating expenses. These expenses would be in
addition to the advisory and other expenses each Fund bears directly in
connection with its own operations.
REPURCHASE AGREEMENTS. Securities held by each Fund may be subject to
repurchase agreements. Under the terms of a repurchase agreement, a Fund would
acquire securities from banks and registered broker-dealers which the
Sub-Advisor deems creditworthy under guidelines approved by the Trust's Board of
Trustees, subject to the seller's agreement to repurchase such securities at a
mutually agreed-upon date and price. The repurchase price would generally equal
the price paid by the Fund plus interest negotiated on the basis of current
short-term rates, which may be more or less than the rate on the underlying
portfolio securities. The seller under a repurchase agreement will be required
to maintain continually the value of collateral held pursuant to the agreement
at not less than the repurchase price (including accrued interest). This
requirement will be continually monitored by the Sub-Advisor. If the seller were
to default on its repurchase obligation or become insolvent, the Fund would
suffer a loss to the extent that the proceeds from a sale of the underlying
portfolio securities were less than the repurchase price under the agreement, or
to the extent that the disposition of such securities by such Fund were delayed
pending court action. Additionally, there is no controlling legal precedent
confirming that a Fund would be entitled, as against a claim by such seller or
its receiver or trustee in bankruptcy, to retain the underlying securities.
Securities subject to repurchase agreements must be of the same type and quality
as those in which a Fund may invest directly. Securities subject to repurchase
agreements will be held by the Fund's custodian or another qualified custodian
or in the Federal Reserve/Treasury book-entry system.
REVERSE REPURCHASE AGREEMENTS. Each Fund may borrow funds by entering into
reverse repurchase agreements in accordance with its investment restrictions.
Pursuant to such agreements, a Fund would sell portfolio securities to financial
institutions such as banks and broker-dealers, and agree to repurchase the
securities at a mutually agreed-upon date and price. At the time a Fund enters
into a reverse repurchase agreement, it will place in a segregated custodial
account assets such as U.S. Government securities or other liquid securities
consistent with that Fund's investment restrictions having a value equal to the
repurchase price (including accrued interest), and will subsequently continually
monitor the account to ensure that such equivalent value is maintained at all
times. Reverse repurchase agreements involve the risk that the market value of
the securities sold by a Fund may decline below the price at which that Fund is
obligated to repurchase the securities. Reverse repurchase agreements are
considered to be borrowings by a Fund under the 1940 Act and therefore a form of
leveraging. A Fund may experience a negative impact on its net asset value if
interest rates rise during the term of a reverse repurchase agreement. A Fund
generally will invest the proceeds of such borrowings only when such borrowings
will enhance the Fund's liquidity or when the Fund reasonably expects that the
interest income to be earned from the investment of the proceeds is greater than
the interest expense of the transaction.
Except as permitted by the 1940 Act, the Trust will not execute portfolio
transactions through, acquire portfolio securities issued by, make savings
deposits in, or enter into repurchase or reverse repurchase agreements with the
Advisor, Sub-Advisors, BISYS, or their affiliates.
SHORT SALES. Each of the Bond Fund and the Pennsylvania Income Fund may
from time to time sell securities short. Short sales are effected when it is
believed that the price of a particular security will decline, and involves the
sale of a security which the Fund does not own in the hope of purchasing the
same security at a later date at a lower price. To make delivery to the buyer,
the Fund must borrow the security, and the Fund is obligated to return the
security to the lender, which is accomplished by a later purchase of the
security by that Fund. The frequency of short sales will vary substantially in
different periods, and it is not intended that any specified portion of a Fund's
assets will as a matter of practice be invested in short sales.
At any time that a Fund has an open short sale position, such Fund is
required to segregate with its custodian (and to maintain such amount until the
Fund replaces the borrowed security) an amount of cash or U.S. Government
securities or other liquid securities equal to the difference between (i) the
current market value of the securities sold short and (ii) any cash or
securities required to be deposited with the broker in connection with the short
sale (not including the proceeds from the short sale). As a result of these
requirements, a Fund will not gain any leverage merely by selling short, except
to the extent that it earns interest on the immobilized cash or securities while
also being subject to the possibility of gain or loss from the securities sold
short. A Fund's possible losses may exceed the total amount of cash or liquid
securities deposited with the broker (not including the proceeds of the short
sale) and segregated by the Fund.
A Fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which the
Fund purchases the security to replace the borrowed security. A Fund will
realize a gain if the security declines in price between those dates. The amount
of any gain will be decreased and the amount of any loss increased by any
premium or interest the Fund may be required to pay in connection with a short
sale. It should be noted that possible losses from short sales differ from those
that could arise from a cash investment in a security in that the former may be
limitless while the latter can only equal the total amount of the Fund's
investment in the security.
HEDGING TRANSACTIONS. Hedging transactions, including the use of options
and futures, in which certain of the Funds are authorized to engage, have risks
associated with them including possible default by the other party to the
transaction, illiquidity and, to the extent the Sub-Advisor's view as to certain
market movements is incorrect, the risk that the use of such hedging
transactions could result in losses greater than if they had not been used.
Use of put and call options may result in losses to a Fund, force the sale
or purchase of portfolio securities at inopportune times or for prices higher
than (in the case of put options) or lower than (in the case of call options)
current market values, limit the amount of appreciation a Fund can realize on
its investments or cause a Fund to hold a security it might otherwise sell. The
use of options and futures transactions entails certain other risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of a
Fund create the possibility that losses on the hedging instrument may be greater
than gains in the value of such Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets,
the Funds might not be able to close out a transaction without incurring
substantial losses, if at all. Although the use of futures and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any potential gain which might result from an increase in value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential financial risk than would purchases of
options, where the exposure is limited to the cost of the initial premium.
Losses resulting from the use of hedging transactions would reduce net asset
value, and possible income, and such losses can be greater than if the hedging
transactions had not been utilized.
GENERAL CHARACTERISTICS OF OPTIONS. Put options and call options typically
have similar structural characteristics and operational mechanics regardless of
the underlying instrument on which they are purchased or sold. Thus, the
following general discussion relates to each of the particular types of options
discussed in greater detail below. In addition, many hedging transactions
involving options require segregation of a Fund's assets in special accounts, as
described further below.
With certain exceptions, exchange-listed options generally settle by
physical delivery of the underlying security or currency, although in the future
cash settlement may become available. Index options are cash settled for the net
amount, if any, by which the option is "in-the-money" (i.e., where the value of
the underlying instrument exceeds, in the case of a call option, or is less
than, in the case of a put option, the exercise price of the option) at the time
the option is exercised. Frequently, rather than taking or making delivery of
the underlying instrument through the process of exercising the option, listed
options are closed by entering into offsetting purchase or sale transactions
that do not result in ownership of the new option. A Fund's ability to close out
its position as a purchaser or seller of a put or call option is dependent in
part, upon the liquidity of the option market. In addition, the hours of trading
for listed options may not coincide with the hours during which the underlying
financial instruments are traded. To the extent that the options markets close
before the markets for the underlying financial instruments, significant price
and rate movements can take place in the underlying markets that cannot be
reflected in the option markets.
Exchange-listed options generally have standardized terms and performance
mechanics unlike over-the-counter traded options. The Funds currently expect to
purchase and sell only exchange-traded options. Exchange-traded options
generally are guaranteed by the clearing agency which is the issuer or
counterparty to such options. This guarantee usually is supported by a daily
payment system (i.e., variation margin requirements) operated by the clearing
agency in order to reduce overall credit risk. As a result, unless the clearing
agency defaults, there is generally relatively little counterparty credit risk
associated with options purchased on an exchange.
All options written by a Fund must be "covered" (i.e., a Fund must own the
securities or futures contract subject to a call option or must meet the asset
segregation requirements) as long as the call is outstanding. Even though a Fund
will receive the option premium to help protect it against loss, a call option
written by a Fund exposes such Fund during the term of the option to possible
loss of opportunity to realize appreciation in the market price of the
underlying security or instrument and may require such Fund to hold a security
or instrument which it might otherwise have sold. With respect to put options
written by a Fund, such Fund will place liquid securities in a segregated
account to cover its obligations under such put option and will monitor the
value of the assets in such account and its obligations under the put option
daily.
FUTURES CONTRACTS. The Small Cap Stock, International Equity, Bond, and
Pennsylvania Income Funds may each enter into futures contracts. This investment
technique is designed primarily to act as a substitute for a position in the
underlying security and to hedge against anticipated future changes in market
conditions or interest rates which otherwise might adversely affect the value of
securities which such Fund holds or intends to purchase. For example, when
interest rates are expected to rise or market values of portfolio securities are
expected to fall, a Fund can seek through the sale of futures contracts to
offset a decline in the value of its portfolio securities. When interest rates
are expected to fall or market values are expected to rise, a Fund, through the
purchase of such contracts, can attempt to secure better rates or prices for
such Fund than might later be available in the market when it effects
anticipated purchases.
The acquisition of put and call options on futures contracts will,
respectively, give a Fund the right (but not the obligation), for a specified
price, to sell or to purchase the underlying futures contract, upon exercise of
the option, at any time during the option period.
Futures transactions involve brokerage costs and require a Fund to
segregate liquid assets, such as cash, U.S. Government securities or other
liquid obligations, to cover its performance under such contracts. A Fund may
lose the expected benefit of futures transactions if interest rates, securities
prices or foreign exchange rates move in an unanticipated manner. Such
unanticipated changes may also result in poorer overall performance than if such
Fund had not entered into any futures transactions. In addition, the value of a
Fund's futures positions may not prove to be perfectly or even highly correlated
with the value of its portfolio securities, limiting the Fund's ability to hedge
effectively against interest rate and/or market risk and giving rise to
additional risks. There is no assurance of liquidity in the secondary market for
purposes of closing out futures positions.
REGULATORY RESTRICTIONS. To the extent required to comply with Securities
and Exchange Commission Release No. IC-10666, when purchasing a futures contract
or writing a put option, each Fund will maintain in a segregated account cash or
liquid securities equal to the value of such contracts.
To the extent required to comply with Commodity Futures Trading Commission
Regulation 4.5 and thereby avoid being classified as a "commodity pool
operator," a Fund will not enter into a futures contract or purchase an option
thereon if immediately thereafter the initial margin deposits for futures
contracts held by such Fund plus premiums paid by it for open options on futures
would exceed 5% of the liquidation value of such Fund's total assets after
taking into account unrealized profits and unrealized losses on any contracts
entered into. The Funds will not engage in transactions in futures contracts or
options thereon for speculation, but only to attempt to hedge against changes in
market conditions affecting the values of securities which such Fund holds or
intends to purchase.
SECURITIES OF OTHER INVESTMENT COMPANIES. Each Fund may invest in
securities issued by other investment companies to the extent allowed by the
1940 Act. In addition, each Fund may invest in money market funds advised by the
Advisors. Each Fund other than the Managed Allocation Funds currently intends to
limit its investments so that, as determined immediately after a securities
purchase is made: (a) not more than 5% of the value of its total assets will be
invested in the securities of any one investment company; (b) not more than 10%
of the value of its total assets will be invested in the aggregate in securities
of investment companies as a group; and (c) not more than 3% of the outstanding
voting stock of any one investment company will be owned by such Fund. As a
shareholder of another investment company, a Fund would bear, along with other
shareholders, its pro rata portion of that company's expenses, including
advisory fees. These expenses would be in addition to the advisory and other
expenses that such Fund bears directly in connection with its own operations.
Investment companies in which the Funds may invest may also impose a sales or
distribution charge in connection with the purchase or redemption of their
shares and other types of commissions or charges. Such charges will be payable
by such Fund and, therefore, will be borne directly by shareholders of such
Fund.
FUNDAMENTAL INVESTMENT OBJECTIVES
==============================================================================
The Vision Intermediate Term Bond Fund's investment objective is to seek
current income with long-term growth of capital as a secondary objective. The
Vision Pennsylvania Municipal Income Fund's investment objective is to seek
income exempt from both federal and Pennsylvania state income taxes, and
preservation of capital.
The Vision Managed Allocation Fund - Conservative Growth's investment
objective is to seek capital growth and income. The Vision Managed Allocation
Fund - Moderate Growth's investment objective is to seek capital growth and
secondarily, income.
The Vision Managed Allocation Fund - Aggressive Growth's investment
objective is to seek capital appreciation. The Vision Small Cap Stock Fund's
investment objective is to seek growth of capital. The Vision International
Equity Fund's investment objective is to seek long-term capital appreciation,
primarily through a diversified portfolio of non-U.S. equity securities.
INVESTMENT LIMITATIONS
============================================================================
The Funds' investment objectives are non-fundamental policies and may be
changed without a vote of the shareholders of the applicable Fund. The following
investment restrictions may be changed only by a vote of the majority of the
outstanding Shares of a Fund (as defined under "ADDITIONAL INFORMATION - Vote of
a Majority of the Outstanding Shares").
The Small Cap Stock, International Equity, Bond, and Managed Allocation
Funds will not:
1. Purchase securities of any one issuer, other than obligations issued or
guaranteed by the U.S. Government (and "regulated investment companies" as
defined in the Code for each Managed Allocation Fund and the International
Equity Fund), its agencies or instrumentalities, if, immediately after such
purchase, more than 5% of the Fund's total assets would be invested in such
issuer or the Fund would hold more than 10% of the outstanding voting securities
of the issuer, except that 25% or less of the Fund's total assets may be
invested without regard to such limitations. There is no limit to the percentage
of assets that may be invested in U.S. Treasury bills, notes, or other
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
2. Purchase any securities which would cause more than 25% of the Fund's
total assets at the time of purchase to be invested in securities of one or more
issuers conducting their principal business activities in the same industry,
provided that (a) there is no limitation with respect to obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, and
repurchase agreements secured by obligations of the U.S. Government, its
agencies or instrumentalities (and "regulated investment companies" as defined
in the Code for each Managed Allocation Fund and the International Equity Fund);
(b) wholly owned finance companies will be considered to be in the industries of
their parents if their activities are primarily related to financing the
activities of their parents; (c) with respect to the International Equity Fund
and the Income Fund, utilities will be divided according to their services (for
example, gas, gas transmission, electric and gas, electric, and telephone will
each be considered a separate industry); and (d) with respect to the Small Cap
Stock Fund, technology companies will be divided according to their services
(for example, medical devices, biotechnology, semi-conductor, software and
communications will each be considered a separate industry).
The Pennsylvania Income Fund will not:
Purchase securities of any one issuer, other than obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, if at the
end of each fiscal quarter, (a) more than 5% of the Fund's total assets (taken
at current value) would be invested in such issuer (except that up to 50% of the
Fund's total assets may be invested without regard to such 5% limitation), and
(b) more than 25% of its total assets (taken at current value) would be invested
in securities of a single issuer. There is no limit to the percentage of assets
that may be invested in U.S. Treasury bills, notes, or other obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities. For
purposes of this limitation, a security is considered to be issued by the
governmental entity (or entities) whose assets and revenues back the security,
or, with respect to a private activity bond that is backed only by the assets
and revenues of a non-governmental user, such non-governmental user.
In addition, the Small Cap Stock, International Equity, Bond, Pennsylvania
Income and Managed Allocation Funds will not:
1. Borrow money or issue senior securities except that each Fund may enter
into reverse repurchase agreements and may otherwise borrow money or issue
senior securities as and to the extent permitted by the 1940 Act or any rule,
order or interpretation thereunder. (The 1940 Act currently permits each Fund to
borrow up to one-third the value of its total assets at the time of such
borrowing.)
2. Make loans, except that the Fund may purchase or hold debt instruments
and lend portfolio securities in accordance with its investment objective and
policies, make time deposits with financial institutions and enter into
repurchase agreements.
The following additional investment restriction may be changed without the
vote of a majority of the outstanding Shares of a Fund: each Fund may not
purchase or otherwise acquire any security if, as a result, more than 15% of its
net assets would be invested in securities that are illiquid.
In addition to the investment restrictions set forth above, each Fund may not:
1. Purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases of portfolio securities, except as may be
necessary to make margin payments in connection with derivative securities
transactions, and except to the extent disclosed in the current prospectus or
statement of additional information of such Fund;
2. Underwrite the securities issued by other persons, except to the extent
that the Fund may be deemed to be an underwriter under certain securities laws
in the disposition of "restricted securities";
3. Purchase or sell real estate (although investments in marketable
securities of companies engaged in such activities and securities secured by
real estate or interests therein are not prohibited by this restriction); and
4. Purchase or sell commodities or commodities contracts, except to the
extent disclosed in the current prospectus or statement of additional
information of such Fund.
The following additional investment restrictions may be changed without the
vote of a majority of the outstanding Shares of the Funds. Each Fund may not:
1. Purchase securities of other investment companies, except (a) in
connection with a merger, consolidation, acquisition or reorganization, and (b)
to the extent permitted by the 1940 Act, or pursuant to any exemptions
therefrom;
2. Mortgage or hypothecate the Fund's assets in excess of one-third of such
Fund's total assets.
3. Neither the Small Cap Stock Fund nor the International Equity Fund may
engage in any short sales. However, each of the Bond Fund and Pennsylvania
Income Fund may not engage in short sales of any securities at any time if,
immediately after and as a result of the short sale, the market value of
securities sold short by such Fund would exceed 25% of the value of that Fund's
total assets.
If any percentage restriction or requirement described above is satisfied
at the time of investment, a later increase or decrease in such percentage
resulting from a change in asset value will not constitute a violation of such
restriction or requirement. However, should a change in net asset value or other
external events cause a Fund's investments in illiquid securities to exceed the
limit set forth in this Statement of Additional Information for its investment
in illiquid securities, such Fund will act to cause the aggregate amount of such
securities to come within such limit as soon as reasonably practicable. In such
an event, however, no Fund would be required to liquidate any portfolio
securities where such Fund would suffer a loss on the sale of such securities.
The Underlying Funds in which the Managed Allocation Funds may invest have
adopted certain investment restrictions which may be more or less restrictive
than those listed above, thereby allowing a Managed Allocation Fund to
participate in certain investment strategies indirectly that may be prohibited
under the fundamental and non-fundamental investment restrictions and policies
listed above.
PORTFOLIO TURNOVER
The portfolio turnover rate for each Fund is calculated by dividing the lesser
of a Fund's purchases or sales of portfolio securities for the year by the
monthly average value of the portfolio securities. The Securities and Exchange
Commission requires that the calculation exclude all securities whose remaining
maturities at the time of acquisition were one year or less.
DETERMINING MARKET VALUE OF SECURITIES
=============================================================================
Market values of the Funds' portfolio securities are determined as follows:
for equity securities, according to the last sale price in the market in
which they are primarily traded (either a national securities exchange or the
over-the-counter market), if available;
in the absence of recorded sales for equity securities, according to the
mean between the last closing bid and asked prices;
for bonds and other fixed income securities, at the last sale price on a
national securities exchange, if available, otherwise, as determined by an
independent pricing service;
| futures contracts and options are valued at market values established by the
exchanges on which they are traded at the close of trading on such exchanges.
Options traded in the over-the-counter market are valued according to the mean
between the last bid and the last asked price for the option as provided by an
investment dealer or other financial institution that deals in the option. The
Board may determine in good faith that another method of valuing such
investments is necessary to appraise their fair market value;
for fixed income securities, according to the mean between bid and asked prices
as furnished by an independent pricing service, except that fixed income
securities with remaining maturities of less than 60 days at the time of
purchase may be valued at amortized cost; and
for all other securities at fair value as determined in good faith by the Board.
Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider institutional trading in
similar groups of securities, yield, quality, stability, risk, coupon rate,
maturity, type of issue, trading characteristics, and other market data or
factors. From time to time, when prices cannot be obtained from an independent
pricing service, securities may be valued based on quotes from broker-dealers or
other financial institutions that trade the securities.
TRADING IN FOREIGN SECURITIES
Trading in foreign securities may be completed at times which vary from the
closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund
values foreign securities at the latest closing price on the exchange on which
they are traded immediately prior to the closing of the NYSE. Certain foreign
currency exchange rates may also be determined at the latest rate prior to the
closing of the NYSE. Foreign securities quoted in foreign currencies are
translated into U.S. dollars at current rates. Occasionally, events that affect
these values and exchange rates may occur between the times at which they are
determined and the closing of the NYSE. If such events materially affect the
value of portfolio securities, these securities may be valued at their fair
value as determined in good faith by the Funds' Board, although the actual
calculation may be done by others.
WHAT DO SHARES COST?
=============================================================================
Each Fund's net asset value (NAV) per Share fluctuates and is based on the
market value of all securities and other assets of the Fund.
The NAV for each class of Shares may differ due to the variance in daily net
income realized by each class. Such variance will reflect only accrued net
income to which the shareholders of a particular class are entitled.
REDUCING OR ELIMINATING THE FRONT-END SALES CHARGE-CLASS A SHARES
You can reduce or eliminate the applicable front-end sales charge, as follows:
QUANTITY DISCOUNTS
Larger purchases of the same Share class reduce the sales charge you pay.
You can combine purchases of Shares made on the same day by you, your spouse and
your children under age 21. In addition, purchases made at one time by a trustee
or fiduciary for a single trust estate or a single fiduciary account can be
combined.
ACCUMULATED PURCHASES
If you make an additional purchase of Shares, you can count previous Share
purchases still invested in the Fund in calculating the applicable sales charge
on the additional purchase.
CONCURRENT PURCHASES
You can combine concurrent purchases of the same share class of two or more
Vision Funds in calculating the applicable sales charge.
LETTER OF INTENT
You can sign a Letter of Intent committing to purchase a certain amount of
the same class of Shares within a 13-month period to combine such purchases in
calculating the sales charge. The Funds' custodian will hold Shares in escrow
equal to the maximum applicable sales charge. If you complete the Letter of
Intent, the Custodian will release the Shares in escrow to your account. If you
do not fulfill the Letter of Intent, the Custodian will redeem the appropriate
amount from the Shares held in escrow to pay the sales charges that were not
applied to your purchases.
REINVESTMENT PRIVILEGE
You may reinvest, within 90 days, your Share redemption proceeds at the
next determined NAV without any sales charge.
PURCHASES BY AFFILIATES OF THE FUNDS
The following individuals and their immediate family members may buy Shares
at NAV without any sales charge because there are nominal sales efforts
associated with their purchases:
| current and retired employees and directors of M&T Bank, M&T Bank
Corporation and their subsidiaries;
| current and former Trustees of the Trust;
| clients of the M&T Capital Advisers and Trust Groups of M&T Bank;
| employees (including registered representatives) of a dealer which has a
selling group agreement with the Funds' distributor and consents to such
purchases;
| current and retired employees of any sub-adviser to the Vision Funds; and
| investors referred by any sub-adviser to the Vision Funds. Immediate
relatives include grandparents, parents, siblings, children, and
grandchildren of a qualified investor, and the spouse of any immediate
relative.
PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF MUTUAL FUND SHARES OR ANNUITIES
Investors may purchase Class A Shares of each of the Funds at net asset value,
without a sales charge, with the proceeds from either: (i) the redemption of
shares of a mutual fund which was sold with a sales charge or commission; or
(ii) fixed or variable rate annuities. The purchase must be made within 60 days
of the redemption, and M&T Bank's Mutual Fund Services must be notified by the
investor in writing, or by the investor's financial institution, at the time the
purchase is made, and must be presented satisfactory evidence of the redemption.
Redemptions of mutual fund shares that are subject to a contingent deferred
sales charge are not eligible to purchase Fund Shares under this method. The
distributor will uniformly and periodically offer to pay cash payments as
incentives to broker/dealers whose customers or clients purchase Shares of a
Fund under this "no-load" purchase provision. This payment will be made out of
the distributor's assets and not by the Trust, the Funds or a Fund's
shareholders.
REDUCING OR ELIMINATING THE CONTINGENT DEFERRED SALES CHARGE-CLASS B SHARES
These reductions or eliminations are offered because: no sales commissions have
been advanced to the investment professional selling Shares; the shareholder has
already paid a Contingent Deferred Sales Charge (CDSC); or nominal sales efforts
are associated with the original purchase of Shares.
Upon notification to the Distributor or the Funds' transfer agent, no CDSC
will be imposed on redemptions: following the death or post-purchase disability,
as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, of the last
surviving shareholder; representing minimum required distributions from an
Individual Retirement Account or
other retirement plan to a shareholder who has attained the age of 70 1/2;
of Shares that represent a reinvestment within 90 days of a previous redemption;
of Shares held by the Trustees, employees, and sales representatives of the
Fund, the
Adviser, the Distributor and their affiliates; employees of any investment
professional that sells Shares according to a sales agreement with the
Distributor; and the immediate family members of the above persons;
of Shares originally purchased through a bank trust department, a
registered investment adviser or retirement plans where the third party
administrator has entered into certain arrangements with the Distributor or its
affiliates, or any other investment professional, to the extent that no payments
were advanced for purchases made through these entities;
which are involuntary redemptions processed by a Fund because the accounts
do not meet the minimum balance requirements; and
which are qualifying redemptions of Class B Shares under a Systematic
Withdrawal Program.
HOW ARE THE FUNDS SOLD?
=============================================================================
Under the Distributor's Contract with the Fund, the Distributor (Federaed
Securities Corp.) offers Shares on a continuous, best-efforts basis.
FRONT-END SALES CHARGE REALLOWANCES
The Distributor receives a front-end sales charge on certain Share sales. The
Distributor generally pays up to 90% (and as much as 100%) of this charge to
investment professionals for sales and/or administrative services. Any payments
to investment professionals in excess of 90% of the front-end sales charge are
considered supplemental payments. The Distributor retains any portion not paid
to an investment professional.
RULE 12B-1 PLANS
As compensation type plans, the Rule 12b-1 Plans are designed to pay the
Distributor (who may then pay investment professionals such as banks (including
M&T Bank and its affiliates, broker/dealers, trust departments of banks, and
registered investment advisers) for marketing activities (such as advertising,
printing and distributing prospectuses, and providing incentives to investment
professionals) to promote sales of Shares so that overall Fund assets are
maintained or increased. This helps the Funds achieve economies of scale, reduce
per share expenses, and provide cash for orderly portfolio management and Share
redemptions. In addition, the Funds' service providers that receive asset-based
fees also benefit from stable or increasing Fund assets.
The Funds may compensate the Distributor more or less than its actual marketing
expenses. In no event will the Fund pay for any expenses of the Distributor that
exceed the maximum Rule 12b-1 Plan fee.
For some classes of Shares, the maximum Rule 12b-1 Plan fee that can be paid in
any one year may not be sufficient to cover the marketing-related expenses the
Distributor has incurred. Therefore, it may take the Distributor a number of
years to recoup these expenses.
SHAREHOLDER SERVICES
The Funds may pay M&T Bank for providing shareholder services and maintaining
shareholder accounts. M&T Bank may select others to perform these services for
their customers and may pay them fees.
SUPPLEMENTAL PAYMENTS
Investment professionals may be paid fees out of the assets of the Distributor
(but not out of Fund assets) or Adviser. The Distributor may be reimbursed by
the Adviser or its affiliates.
Investment professionals receive such fees for providing distribution-related or
shareholder services such as sponsoring sales, providing sales literature,
conducting training seminars for employees, and engineering sales-related
computer software programs and systems. Also, investment professionals may be
paid cash or promotional incentives, such as reimbursement of certain expenses
relating to attendance at informational meetings about the Fund or other special
events at recreational-type facilities, or items of material value. These
payments will be based upon the amount of Shares the investment professional
sells or may sell and/or upon the type and nature of sales or marketing support
furnished by the investment professional.
EXCHANGING SECURITIES FOR SHARES
==============================================================================
You may contact the Distributor to request a purchase of Shares in exchange for
securities you own. The Funds reserve the right to determine whether to accept
your securities and the minimum market value to accept. The Funds will value
your securities in the same manner as it values its assets. This exchange is
treated as a sale of your securities for federal tax purposes.
SUBACCOUNTING SERVICES
===============================================================================
Certain investment professionals may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent may charge a fee based on the level of subaccounting services
rendered. Investment professionals holding Shares in a fiduciary, agency,
custodial, or similar capacity may charge or pass through subaccounting fees as
part of or in addition to normal trust or agency account fees. They may also
charge fees for other services that may be related to the ownership of Shares.
This information should, therefore, be read together with any agreement between
the customer and the investment professional about the services provided, the
fees charged for those services, and any restrictions and limitations imposed.
REDEMPTION IN KIND
==============================================================================
Although each Fund intends to pay Share redemptions in cash, it reserves the
right, as described below, to pay the redemption price in whole or in part by a
distribution of a Fund's portfolio securities.
Because the Funds have elected to be governed by Rule 18f-1 under the Investment
Company Act of 1940, each Fund is obligated to pay Share redemptions to any one
shareholder in cash only up to the lesser of $250,000 or 1% of the net assets
represented by such Share class during any 90-day period.
Any Share redemption payment greater than this amount will also be in cash
unless the Funds' Board determines that payment should be in kind. In such a
case, the Fund will pay all or a portion of the remainder of the redemption in
portfolio securities, valued in the same way as the Fund determines its NAV. The
portfolio securities will be selected in a manner that the Funds' Board deems
fair and equitable and, to the extent available, such securities will be readily
marketable.
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving the portfolio securities and selling them before
their maturity could receive less than the redemption value of the securities
and could incur certain transaction costs.
ACCOUNT AND SHARE INFORMATION
=============================================================================
VOTING RIGHTS
Each Share of a Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote.
All Shares of the Trust have equal voting rights, except that in matters
affecting only a particular Fund or class, only Shares of that Fund or class are
entitled to vote.
Directors may be removed by the Board or by shareholders at a special meeting. A
special meeting of shareholders will be called by the Board upon the written
request of shareholders who own at least 10% of the Trust's outstanding shares
of all series entitled to vote.
TAX INFORMATION
==============================================================================
FEDERAL INCOME TAX
Each Fund intends to meet requirements of Subchapter M of the Internal Revenue
Code applicable to regulated investment companies. If these requirements are not
met, it will not receive special tax treatment and will pay federal income tax.
Each Fund will be treated as a single, separate entity for federal income tax
purposes so that income earned and capital gains and losses realized by the
Trust's other portfolios will be separate from those realized by the Fund.
FOREIGN INVESTMENTS
If a Fund purchases foreign securities, their investment income may be subject
to foreign withholding or other taxes that could reduce the return on these
securities. Tax treaties between the United States and foreign countries,
however, may reduce or eliminate the amount of foreign taxes to which the Fund
would be subject. The effective rate of foreign tax cannot be predicted since
the amount of Fund assets to be invested within various countries is uncertain.
However, the Funds intend to operate so as to qualify for treaty-reduced tax
rates when applicable.
Distributions from a Fund may be based on estimates of book income for the year.
Book income generally consists solely of the coupon income generated by the
portfolio, whereas tax-basis income includes gains or losses attributable to
currency fluctuation. Due to differences in the book and tax treatment of
fixed-income securities denominated in foreign currencies, it is difficult to
project currency effects on an interim basis. Therefore, to the extent that
currency fluctuations cannot be anticipated, a portion of distributions to
shareholders could later be designated as a return of capital, rather than
income, for income tax purposes, which may be of particular concern to simple
trusts.
If a Fund invests in the stock of certain foreign corporations, they may
constitute Passive Foreign Investment Companies (PFIC), and the Fund may be
subject to Federal income taxes upon disposition of PFIC investments.
PENNSYLVANIA TAXES
The Pennsylvania Municipal Income Fund intends to invest all, or substantially
all, of its assets in debt obligations the interest on which is exempt for
federal income tax purposes. In order for the Fund to pay tax-exempt dividends
for any taxable year, at least 50% of the aggregate value of the Fund's assets
at the close of each quarter of the Fund's taxable year must consist of
exempt-interest obligations.
As described in its Prospectus, the Pennsylvania Municipal Income Fund is
designed to provide investors with tax-exempt interest income. The Fund is not
intended to constitute a balanced investment program and is not designed for
investors seeking capital appreciation or maximum tax-exempt income irrespective
of fluctuations in principal. Shares of the Fund would not be suitable for
tax-exempt institutions and may not be suitable for retirement plans qualified
under Section 401 of the Internal Revenue Code (the "Code"), H.R. 10 plans and
individual retirement accounts since such plans and accounts are generally
tax-exempt and, therefore, would not gain any additional benefit from the Fund's
dividends being tax-exempt. In addition, the Fund may not be an appropriate
investment for persons or entities that are "substantial users" of facilities
financed by private activity bonds or "related persons" thereof. "Substantial
user" is defined under U.S. Treasury Regulations to include a non-exempt person
which regularly uses a part of such facilities in its trade or business and
whose gross revenues derived with respect to the facilities financed by the
issuance of bonds are more than 5% of the total revenues derived by all users of
such facilities, which occupies more than 5% of the usable area of such
facilities or for which such facilities or a part thereof were specifically
constructed, reconstructed or acquired. "Related persons" include certain
related natural persons, affiliated corporations, partnerships and its partners
and an S corporation and its shareholders.
WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS?
============================================================================
BOARD OF TRUSTEES
The Board is responsible for managing the Trust's business affairs and for
exercising all the Trust's powers except those reserved for the shareholders.
Information about each Board member is provided below and includes each
person's: name, address, birthdate, present position(s) held with the Trust,
principal occupations for the past five years and positions held prior to the
past five years, and total compensation received as a Trustee from the Trust for
its most recent fiscal year. The Trust is comprised of eight funds and is the
only investment company in the Fund Complex.
-------------------------------------------------------------- ------------
NAME TOTAL
BIRTH DATE -- COMPENSATION
ADDRESS PRINCIPAL OCCUPATIONS FROM
POSITION WITH TRUST FOR PAST FIVE YEARS TRUST
RANDALL I. BENDERSON President and Chief Operating Officer, $8,000
570 Delaware Avenue Benderson Development Company, Inc.
Buffalo, NY (construction).
Birth date: January
12, 1955
TRUSTEE
-------------------------------------------------------------- ------------
JOSEPH J. CASTIGLIA Director, The Energy East Corp., and $8,000
Roycroft Campus its subsidiary New York State Electric
21 South Grove & Gas Corp.; Sevenson Environmental
Street, Suite 291 Services, Inc.; Blue Cross & Blue
East Aurora, NY Shield of Western New York, a division
14052 of HealthNow New York, Inc.; and
Birth date: July Former President, Chief Executive
20, 1934 Officer and Vice Chairman, Pratt &
Lambert United, Inc. (manufacturer of
TRUSTEE paints and chemical specialties).
---------------------
------------------------------------------ ------------
MARK J. CZARNECKI Executive Vice President, M&T Bank, $8,000
5122 Eastbrooke division head for M&T Banks investment
Place area, M&T Investment Group.
Williamsville, NY
14221
Birth date:
November 3, 1955
TRUSTEE
------------------------------------------ ------------
DANIEL R. GERNATT, President and CFO of Gernatt Asphalt $8,000
JR. Products, Inc.; Executive Vice
Richardson & Taylor President, Dan Gernatt Gravel
Hollow Roads Products, Inc.; Vice President,
Collins, NY Countryside Sand & Gravel, Inc.
Birth date: July
14, 1940
TRUSTEE
-------------------------------------------------------------- ------------
GEORGE K. Retired President, Brand Name Sales, $7,500
HAMBLETON, JR. Inc. (catalog showroom business);
1003 Admiral's Walk Retired President, Hambleton & Carr,
Buffalo, NY Inc. (catalog showroom business).
Birth date:
February 8, 1933
TRUSTEE
-------------------------------------------------------------- ------------
EDWARD C. GONZALES President, Executive Vice President $0
Federated Investors and Treasurer of other funds
Tower distributed by Federated Securities
Pittsburgh, PA Corp.; Vice Chairman, Federated
Birth date: October Investors, Inc.; Trustee, Federated
22, 1930 Administrative Services; formerly:
Trustee or Director of other funds
PRESIDENT AND distributed by Federated Securities
TREASURER Corp.; CEO and Chairman, Federated
Administrative Services; Vice
President, Federated Investment
Management Company, Federated
Investment Counseling, Federated
Global Investment Management Corp.
and Passport Research, Ltd.; Director
and Executive Vice President,
Federated Securities Corp.; Director,
Federated Services Company; Trustee,
Federated Shareholder Services Company.
---
--------------------- ---------------------------------------- ------------
BETH S. BRODERICK Vice President, Mutual Fund Services $0
Federated Investors Division, Federated Services Company.
Tower
Pittsburgh, PA
Birth date: August
2, 1965
VICE PRESIDENT AND
ASSISTANT TREASURER
-------------------------------------------------------------- ------------
C. TODD GIBSON Corporate Counsel, Federated $0
Federated Investors Investors, Inc.; Assistant Vice
Tower President, Federated Administrative
Pittsburgh, PA Services.
Birth date: May 17,
1967
SECRETARY
-------------------------------------------------------------- ------------
As of October __, 2000 the Funds' Board and Officers as a group owned less than
1% of each Fund's outstanding Shares.
INVESTMENT ADVISER
The Adviser conducts investment research and makes investment decisions for the
Funds.
The Adviser shall not be liable to the Trust or any Fund shareholder for any
losses that may be sustained in the purchase, holding, or sale of any security
or for anything done or omitted by it, except acts or omissions involving
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
SUB-ADVISER
The Adviser has delegated daily management of the International Equity Fund to
the sub-adviser, Brinson Partners, Inc. Additionally, the Adviser has also
delegated daily management of the Small Cap Stock Fund to the following
sub-adviser; Martindale Andres & Company, Inc.
SUB-ADVISORY FEE AVERAGE DAILY NET ASSETS OF THE FUND
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
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CODE OF ETHICS RESTRICTIONS ON PERSONAL TRADING
As required by SEC rules, the Funds, their Adviser, subadvisers and Distributor
have adopted codes of ethics. These codes govern securities trading activities
of investment personnel, Trustees, and certain other employees. Although they do
permit these people to trade in securities, including those that the Funds could
buy, they also contain significant safeguards designed to protect the Funds and
their shareholders from abuses in this area, such as requirements to obtain
prior approval for, and to report, particular transactions.
BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. The Adviser and sub-advisers will generally use those who are recognized
dealers in specific portfolio instruments, except when a better price and
execution of the order can be obtained elsewhere. The Adviser and sub-advisers
may select brokers and dealers based on whether they also offer research
services (as described below). In selecting among firms believed to meet these
criteria, the Adviser and sub-advisers may give consideration to those firms
which have sold or are selling Shares of the Fund and other funds distributed by
the Distributor and its affiliates. The Adviser and sub-advisers make decisions
on portfolio transactions and selects brokers and dealers subject to review by
the Funds' Board.
RESEARCH SERVICES
Research services may include advice as to the advisability of investing in
securities; security analysis and reports; economic studies; industry studies;
receipt of quotations for portfolio evaluations; and similar services. Research
services may be used by the Adviser or sub-advisers in advising other accounts.
To the extent that receipt of these services may replace services for which the
Adviser, the sub-advisers or their affiliates might otherwise have paid, it
would tend to reduce their expenses. The Adviser, the sub-advisers and their
affiliates exercise reasonable business judgment in selecting those brokers who
offer brokerage and research services to execute securities transactions. They
determine in good faith that commissions charged by such persons are reasonable
in relationship to the value of the brokerage and research services provided.
Investment decisions for the Funds are made independently from those of other
accounts managed by the Adviser. When the Funds and one or more of those
accounts invests in, or disposes of, the same security, available investments or
opportunities for sales will be allocated among the Fund and the account(s) in a
manner believed by the Adviser to be equitable. While the coordination and
ability to participate in volume transactions may benefit the Funds, it is
possible that this procedure could adversely impact the price paid or received
and/or the position obtained or disposed of by the Funds.
ADMINISTRATOR, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Administrative Services (FAS) provides the Funds with certain
administrative personnel and services necessary to operate the Funds.
Manufacturers and Traders Trust Company and Federated Services Company (FSC) and
its affiliate, Federated Shareholder Services Company (FSSC), a registered
transfer agent, are Co-Administrator's of the Trust and provide the Funds with
certain financial, administrative, transfer agency and fund accounting services.
FAS, FSC and FSSC are indirect wholly owned subsidiaries of Federated Investors,
Inc. These services are provided for an aggregate annual fee as specified below:
AVERAGE AGGREGATE DAILY NET
MAXIMUM FEE ----ASSETS OF THE VISION GROUP
OF FUNDS
0.140 of 1% on the first $1.4 billion
0.100 of 1% on the next $750 million
0.070 of 1% on assets in excess of
$2.15 billion
CUSTODIAN AND FUND ACCOUNTANT
------------------------------------------------------------------------------
State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Funds. Foreign instruments purchased by a Fund are
held by foreign banks participating in a network coordinated by State Street
Bank. INDEPENDENT AUDITORS
The independent auditors for the Fund, Ernst & Young LLP, plans and performs its
audit so it may provide an opinion as to whether each Fund's financial
statements and financial highlights are free of material misstatement.
HOW DO THE FUNDS MEASURE PERFORMANCE?
==============================================================================
The Funds may advertise Share performance by using the Securities and Exchange
Commission's (SEC) standard method for calculating performance applicable to all
mutual funds. The SEC also permits this standard performance information to be
accompanied by non-standard performance information.
Share performance reflects the effect of non-recurring charges, such as maximum
sales charges, which, if excluded, would increase the total return and yield.
The performance of Shares depends upon such variables as: portfolio quality;
average portfolio maturity; type and value of portfolio securities; changes in
interest rates; changes or differences in a Fund's or any class of Shares'
expenses; and various other factors.
Share performance fluctuates on a daily basis largely because net earnings
fluctuate daily. Both net earnings and offering price per Share are factors in
the computation of yield and total return.
TOTAL RETURN
Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.
The average annual total return for Shares is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of Shares owned at the end of the period by
the NAV per Share at the end of the period. The number of Shares owned at the
end of the period is based on the number of Shares purchased at the beginning of
the period with $1,000, less any applicable sales charge, adjusted over the
period by any additional Shares, assuming the annual reinvestment of all
dividends and distributions.
When Shares of a Fund are in existence for less than a year, the Fund may
advertise cumulative total return for that specific period of time, rather than
annualizing the total return.
YIELD
The yield of Shares of the Funds is calculated by dividing: (i) the net
investment income per Share earned by the Shares over a 30-day period; by (ii)
the maximum offering price per Share on the last day of the period. This number
is then annualized using semi-annual compounding. This means that the amount of
income generated during the 30-day period is assumed to be generated each month
over a 12-month period and is reinvested every six months.
To the extent investment professionals and broker/dealers charge fees in
connection with services provided in conjunction with an investment in Shares,
the Share performance is lower for shareholders paying those fees.
TAX EQUIVALENCY TABLE
Set forth below is a sample of a tax-equivalency table that may be used in
advertising and sales literature. This table is for illustrative purposes only
and is not representative of past or future performance of the Vision
Pennsylvania Municipal BondFund. The interest earned by the municipal securities
owned by the Vision Pennsylvania Municipal Bond Fund generally remains free from
federal regular income tax and is often free from state and local taxes as well.
However, some of the Vision Pennsylvania Municipal Bond Fund's income may be
subject to the federal alternative minimum tax and state and/or local taxes.
TAXABLE YIELD EQUIVALENT FOR 2000 - STATE OF PENNSYLVANIA
TAX BRACKET:
FEDERAL 15.00% 28.00% 31.00% 36.00% 39.60%
COMBINED FEDERAL AND 17.800% 30.800% 33.800% 38.800% 42.400%
STATE:
-------------------------------------------------------------------------------
Joint Return $1-43,85$43,851-105, $105, $161,451-288,Over
950 951-161,450 288,350
Single Return $1-26,25$26,251-63,5$63,551-132,6$132,601-288,Over
288,350
TAX EXEMPT YIELD: TAXABLE YIELD EQUIVALENT:
1.00% 1.22% 1.45% 1.51% 1.63% 1.74%
1.50% 1.82% 2.17% 2.27% 2.45% 2.60%
2.00% 2.43% 2.89% 3.02% 3.27% 3.47%
2.50% 3.04% 3.61% 3.78% 4.08% 4.34%
3.00% 3.65% 4.34% 4.53% 4.90% 5.21%
3.50% 4.26% 5.06% 5.29% 5.72% 6.08%
4.00% 4.87% 5.78% 6.04% 6.54% 6.94%
4.50% 5.47% 6.50% 6.80% 7.35% 7.81%
5.00% 6.08% 7.23% 7.55% 8.17% 8.68%
5.50% 6.69% 7.95% 8.31% 8.99% 9.55%
6.00% 7.30% 8.67% 9.06% 9.80% 10.42%
6.50% 7.91% 9.39% 9.82% 10.62% 11.28%
7.00% 8.525 10.12% 10.57% 11.44% 12.15%
7.50% 9.12% 10.84% 11.33% 12.25% 13.02%
8.00% 9.73% 11.56% 12.08% 13.07% 13.89%
8.50% 10.34% 12.28% 12.84% 13.89% 14.76%
9.00% 10.95% 13.01% 13.605 14.71% 15.63%
NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH BRACKET WAS USED IN
CALCULATING THE TAXABLE YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE AND
LOCAL TAXES PAID ON COMPARABLE TAXABLE INVESTMENTS WERE NOT USED TO INCREASE
FEDERAL DEDUCTIONS.
PERFORMANCE COMPARISONS
Advertising and sales literature may include:
references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;
charts, graphs and illustrations using the Funds' returns, or returns in
general, that demonstrate investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment;
discussions of economic, financial and political developments and their
impact on the securities market, including the portfolio manager's views on how
such developments could impact the Funds; and
information about the mutual fund industry from sources such as the
Investment Company Institute.
The Funds may compare their performance, or performance for the types of
securities in which they invest, to a variety of other investments, including
federally insured bank products such as bank savings accounts, certificates of
deposit, and Treasury bills.
The Funds may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.
Investors may judge the performance of the Funds by comparing them to the
performance of other mutual funds or mutual fund portfolios with comparable
investment objectives and policies through various mutual fund or market indices
such as those prepared by Dow Jones & Co., Inc. and S&P and to data prepared by
Lipper Inc., a widely recognized independent service which monitors the
performance of mutual funds. Comparisons may also be made to indices or data
published in MONEY MAGAZINE, FORBES, BARRON'S, THE WALL STREET JOURNAL,
MORNINGSTAR, INC., IBBOTSON ASSOCIATES, CDA/WIESENBERGER, THE NEW YORK TIMES,
BUSINESS WEEK, U.S.A. TODAY and local periodicals. In addition to performance
information, general information about the Funds that appears in a publication
such as those mentioned above may be included in advertisements, sales
literature and reports to shareholders. The Funds may also include in
advertisements and reports to shareholders information discussing the
performance of the Advisor or Sub-Advisors in comparison to other investment
Advisors and to other institutions.
| LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes
the reinvestment of all capital gains distributions and income dividends
and takes into account any change in net asset value over a specific period
of time. From time to time, the Government Fund and the NY Municipal Income
Fund will quote their Lipper rankings in the "General U.S. Government
Funds" and the "New York Municipal Bond Funds" categories, respectively, in
advertising and sales literature.
| MORNINGSTAR, INC., an independent rating service, is the publisher of the
bi-weekly MUTUAL FUND VALUES. MUTUAL FUND VALUES rates more than l,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for
two weeks.
| DOW JONES INDUSTRIAL AVERAGE ("DJIA") represents share prices of selected
blue chip industrial corporations. The DJIA indicates daily changes in the
average price of stock of these corporations. Because it represents the top
corporations of America, the DJIA index is a leading economic indicator for
the stock market as a whole.
| STANDARD & POOR'S DAILY STOCK PRICE INDICES of 500 And 400 Common Stocks
are composite indices of common stocks in industry, transportation, and
financial and public utility companies that can be used to compare to the
total returns of funds whose portfolios are invested primarily in common
stocks. In addition, the Standard & Poor's indices assume reinvestment of
all dividends paid by stocks listed on its indices. Taxes due on any of
these distributions are not included, nor are brokerage or other fees
calculated in the Standard & Poor's figures.
Advertising and other promotional literature may include charts, graphs and
other illustrations using the Funds' returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, a Fund can compare
its performance, or performance for the types of securities in which it invests,
to a variety of other investments, such as federally insured bank products,
including time deposits, bank savings accounts, certificates of deposit, and
Treasury bills, and to money market funds using the Lipper Analytical Services
money market instruments average. Unlike federally insured bank products, the
Shares of the Funds are not insured. Unlike money market funds, which attempt to
maintain a stable net asset value, the net asset value of the Income and Equity
Funds' Shares fluctuates. Advertisements may quote performance information which
does not reflect the effect of any applicable sales charges.
MUTUAL FUND MARKET
Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $5 trillion to the more than 7,300 funds available according
to the Investment Company Institute.
INVESTMENT RATINGS
STANDARD AND POOR'S
LONG-TERM DEBT RATING DEFINITIONS
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher-rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.
BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.
B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.
CCC--Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B rating.
CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.
C--The rating C typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.
COMMERCIAL PAPER (CP) RATINGS
An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A Standard & Poor's (S&P) note rating reflects the liquidity concerns and market
access risks unique to notes. SP-1--Very strong or strong capacity to pay
principal and interest. Those issues determined to possess overwhelming safety
characteristics will be given a plus sign (+) designation.
SP-2--Satisfactory capacity to pay principal and interest.
VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of their
provisions a variable rate demand feature. The first rating (long-term rating)
addresses the likelihood of repayment of principal and interest when due, and
the second rating (short-term rating) describes the demand characteristics.
Several examples are AAA/A-1+, AA/A-1+, A/A-1. (The definitions for the
long-term and the short-term ratings are provided below.)
MOODY'S INVESTORS SERVICE, INC.
LONG-TERM BOND RATING DEFINITIONS
AAA--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as gilt
edged. Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
AA--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
BAA--Bonds which are rated Baa are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
BA--Bonds which are Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.
B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
CAA--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
CA--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
C--Bonds which are rated C are the lowest-rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
COMMERCIAL PAPER RATINGS
P-1--Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics: leading
market positions in well established industries, high rates of return on funds
employed, conservative capitalization structure with moderate reliance on debt
and ample asset protection, broad margins in earning coverage of fixed financial
charges and high internal cash generation, well-established access to a range of
financial markets and assured sources of alternate liquidity.
P-2--Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG). (See below.) The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the relative
investment qualities of short-term obligations may be evaluated.
MIG1--This designation denotes best quality. There is present strong protection
by established cash flows, superior liquidity support or demonstrated broad
based access to the market for refinancing.
MIG2--This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.
VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the use
of the VMIG symbol to reflect such characteristics as payment upon periodic
demand rather than fixed maturity dates and payment relying on external
liquidity. In this case, two ratings are usually assigned, (for example,
Aaa/VMIG-1); the first representing an evaluation of the degree of risk
associated with scheduled principal and interest payments, and the second
representing an evaluation of the degree of risk associated with the demand
feature. The VMIG rating can be assigned a 1 or 2 designation using the same
definitions described above for the MIG rating.
FITCH IBCA, INC./FITCH INVESTORS SERVICE, L.P.
LONG-TERM DEBT RATING DEFINITIONS
AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.
A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.
BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.
B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.
CCC--Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.
CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.
C--Bonds are imminent default in payment of interest or principal.
SHORT-TERM DEBT RATING DEFINITIONS
F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance for timely payment, only slightly less in degree than issues rated
F-1+.
F-2--Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not as great
as for issues assigned F-1+ and F-1 ratings.
COMMERCIAL PAPER RATING DEFINITIONS
FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.
FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.
LONG-TERM DEBT RATINGS
NR--Indicates that both the bonds and the obligor or credit enhancer are not
currently rated by S&P or Moody's with respect to short-term indebtedness.
However, management considers them to be of comparable quality to securities
rated A-1 or P-1.
NR(1)--The underlying issuer/obligor/guarantor has other outstanding debt rated
AAA by S&P or Aaa by Moody's.
NR(2)--The underlying issuer/obligor/guarantor has other outstanding debt rated
AA by S&P or Aa by Moody's.
NR(3)--The underlying issuer/obligor/guarantor has other outstanding debt rated
A by S&P or Moody's.
OTHER CONSIDERATIONS
Among the factors considered by Moody's in assigning bond, note and commercial
paper ratings are the following: (i) evaluation of the management of the issuer;
(ii) economic evaluation of the issuer's industry or industries and an appraisal
of speculative-type risks which may be inherent in certain areas; (iii)
evaluation of the issuer's products in relation to competition and customer
acceptance; (iv) liquidity; (v) amount and quality of long-term debt; (vi) trend
of earnings over a period of 10 years; (vii) financial strength of a parent
company and the relationships which exist with the issuer; and (viii)
recognition by management of obligations which may be present or may arise as a
result of public interest questions and preparations to meet such obligations.
Among the factors considered by S&P in assigning bond, note and commercial paper
ratings are the following: (i) trend of earnings and cash flow with allowances
made for unusual circumstances, (ii) stability of the issuer's industry, (iii)
the issuer's relative strength and position within the industry and (iv) the
reliability and quality of management.
26
ADDRESSES
VISION INTERMEDIATE TERM INCOME FUND
Class A Shares
VISION PENNSYLVANIA MUNICIPAL BOND FUND
Class A Shares
VISION MANAGED ALLOCATION FUND - CONSERVATIVE GROWTH
Class A Shares
VISION MANAGED ALLOCATION FUND - MODERATE GROWTH
Class A Shares
VISION MANAGED ALLOCATION FUND - AGGRESSIVE GROWTH
Class A Shares
VISION SMALL CAP STOCK FUND
Class A Shares and Class B Shares
VISION INTERNATIONAL EQUITY FUND
Class A Shares and Class B Shares
DISTRIBUTOR
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Tower
Pittsburgh, PA 15222-3779
INVESTMENT ADVISER
Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, NY 14203
SUB-ADVISERS
Brinson Partners, Inc.
209 South LaSalle Street
Chicago, IL 60604
Martindale Andres & Company, Inc.
Four Falls Corporate Center
Suite 200
West Conshohocken, PA 19428
ADMINISTRATOR
Federated Administrative Services
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
CO-ADMINISTRATOR
Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, NY 14203
Federated Services Company
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
CUSTODIAN AND FUND ACCOUNTANT
State Street Bank and Trust Company
P.O. Box 8609
Boston, MA 02266-8609
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600
INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072
VISION GROUP OF FUNDS
VISION INSTITUTIONAL LIMITED DURATION U.S. GOVERNMENT FUND
VISION INSTITUTIONAL PRIME MONEY MARKET FUND
MUTUAL FUND SHARES ARE NOT BANK DEPOSITS, NOT FDIC INSURED, NOT GUARANTEED AND
MAY LOSE VALUE.
As with all mutual funds, the Securities and Exchange Commission (SEC) has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
CONTENTS
Fund Goals, Strategies, Risks and Performance
What are the Funds' Fees and Expenses?
What are the Funds' Main Investments and Investment Techniques?
Specific Risks of Investing in the Fund's
What do Shares Cost?
How are the Funds Sold?
How to Purchase Shares
How to Redeem Shares
How to Exchange Shares
Account and Share Information
Who Manages the Funds?
Financial Information
October __, 2000
FUND GOALS, STRATEGIES, RISKS AND PERFORMANCE
This Prospectus of the Vision Group of Funds (the "Trust") relates only to the
Vision Institutional Limited Duration U.S. Government Fund (the "Government
Fund") and the Vision Institutional Prime Money Market Fund (the "Money Market
Fund"). Under separate prospectuses, the Trust offers 18 portfolios, including
four Money Market Funds, five Income Funds, Class A and Class B Shares of six
Equity Funds and Class A Shares of three asset allocation funds. Vision Treasury
Money Market Fund and Vision Money Market Fund offer another class of shares,
Class S Shares under a separate prospectus. The following describes the
investment goal (objective), strategy and principal risks of each Fund. There
can be no assurance that a Fund will achieve its goal. However, each Fund
endeavors to do so by following the strategies and policies described in this
prospectus.
VISION INSTITUTIONAL LIMITED DURATION U.S. GOVERNMENT FUND
GOAL
The Fund seeks current income, with preservation of capital as a secondary
objective.
STRATEGY
The Fund normally invests substantially all, but under normal market conditions
no less than 65%, of its total assets in obligations issued or supported as to
principal and interest by the U.S. Government or its agencies and
instrumentalities including mortgage-backed securities, variable and floating
rate securities and zero coupon securities, and in repurchase agreements backed
by such securities. The Fund expects to maintain a duration of less than three
years under normal market conditions.
RISK/RETURN BAR CHART AND TABLE
A performance bar chart and total return information for the Fund will be
provided after the Fund has been in operation for a full calendar year.
PRINCIPAL RISKS OF THE FUND
The Fund Shares offered by this prospectus are not deposits or obligations of
M&T Bank (Adviser), are not endorsed or guaranteed by M&T Bank and are not
insured or guaranteed by the U.S. government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other government agency.
Following are additional risks associated with investment in the Fund.
o The risk posed by the fact that prices of fixed income securities rise and
fall inversely in response to interest rate changes. In addition, this risk
increases with the length of the maturity of the debt.
o The possibility that an issuer will default on a security by failing to pay
interest or principal when due.
o The possibility that an issuer may redeem a fixed income security before
maturity at a price below its current market price.
VISION INSTITUTIONAL PRIME MONEY MARKET FUND
GOAL
The Fund seeks current income with liquidity and stability of principal.
STRATEGY
The Fund is a "money market fund" that seeks to maintain a stable net asset
value of $1.00 per share. The Fund invests primarily in bank certificates of
deposit, bankers' acceptances, prime commercial paper, corporate obligations,
municipal obligations, securities issued or guaranteed by the U.S. government or
its agencies and repurchase agreements backed by such obligations.
RISK/RETURN BAR CHART AND TABLE
A performance bar chart and total return information for the Fund will be
provided after the Fund has been in operation for a full calendar year.
PRINCIPAL RISKS OF THE FUND
The Fund Shares offered by this prospectus are not deposits or obligations of
M&T Bank (Adviser), are not endorsed or guaranteed by M&T Bank and are not
insured or guaranteed by the U.S. government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other government agency. Although
the Fund attempts to preserve the value of your investment at $1.00 per Share,
it is possible to lose money by investing in any of the Vision Funds. The
Following are additional risks associated with investments in the Fund.
o The risk posed by the fact that prices of fixed income securities rise and
fall inversely in response to interest rate changes. In addition, this risk
increases with the length of the maturity of the debt.
o The possibility that an issuer will default on a security by failing to pay
interest or principal when due.
o The possibility that an issuer may redeem a fixed income security before
maturity at a price below its current market price.
o The risk posed by the relative volatility of mortgage-backed securities. The
likelihood of prepayments increases in a declining interest rate environment
and decrease in a rising interest rate environment. This adversely affects the
value of these securities.
o Foreign economic, political or regulatory conditions may be less favorable
than those of the United States.
WHAT ARE THE FUNDS' FEES AND EXPENSES?
VISION INSTITUTIONAL LIMITED DURATION U.S. GOVERNMENT FUND
VISION INSTITUTIONAL PRIME MONEY MARKET FUND
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
Shares of the Funds.
SHAREHOLDER FEES INSTITUTIOINAL INSTITUTIONAL
LIMITED PRIME
DURATION MONEY
U.S. MARKET
GOVERNMENTFUND
FUND
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases (as 3.00% None
a percentage of offering price)
Maximum Deferred Sales Charge (Load) (as a percentage None None
of original purchase price or redemption proceeds, as
applicable)
Maximum Sales Charge (Load) Imposed on Reinvested None None
Dividends (and other Distributions) (as a percentage
of offering price)
Redemption Fee (as a percentage of amount redeemed, None None
if applicable)
Exchange Fee None None
ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS (AS A
PERCENTAGE OF PROJECTED AVERAGE NET ASSETS)
Management Fee 0.60% 0.50%
Distribution (12b-1) Fee2 0.25% 0.25%
Shareholder Services Fee3 0.25% 0.25%
Other Expenses 0.36% 0.23%
Total Annual Fund Operating Expenses 1.46% 1.23%
Total Waivers of Fund
Expenses1
0.70% 0.80%
Total Actual Annual Fund Operating Expenses (After
Waivers)
0.76% 0.43%
1 Pursuant to an agreement between the distributor and the shareholder services
provider, respectively, the distributor and shareholder services provider
agreed to waive certain amounts. Pursuant to an agreement between the Advisor
and the Fund, the advisor agrees for the fiscal year ending June 30, 2001 to
waive its fees so the Fund's Management Fee does not exceed 0.40%. The advisor
agrees that this obligation shall constitute a contractual commitment
enforceable by the Fund and that the Advisor shall not assert any right to
reimbursement of amounts so waived. These waivers are shown below along with
the net expenses the Fund expects to pay for the period ending June 30, 2001.
2 The Fund has no present intention of paying or accruing distribution (12b-1)
fees for period ending June 30, 2001, pursuant to a contractual agreement by
the distributor. If the Fund were to accrue or pay distribution (12b-1) fees,
it would be able to pay up to 0.25%of the Fund's average daily net assets. See
"Fund Management, Distribution and Administration".
3 The Fund has no present intention of paying or accruing shareholder services
fees for the period ending June 30, 2001, pursuant to a contractual agreement
by the distributor. If the Fund were to accrue or pay shareholder services
fees, it would be able to pay up to 0.25%of the Fund's average daily net
assets.
EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund's
with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds for the time periods
indicated and then redeem all of your Shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses are BEFORE WAIVERS as shown in the table and remain
the same. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
FUND 1 YEAR 3
YEARS
VISION INSTITUTIONAL LIMITED DURATION U.S. $425 $688
GOVERNMENT FUND
VISION INSTITUTIONAL PRIME MONEY MARKET FUND $95 $296
WHAT ARE THE FUNDS' MAIN INVESTMENTS AND INVESTMENT TECHNIQUES?
-------------------------------------------------------------------------
FIXED INCOME SECURITIES
Fixed income securities pay interest, dividends or distributions at a specified
rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities.
A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields. The following describes the principal types of fixed income
securities in which a Fund may invest.
TREASURY SECURITIES
Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the lowest
credit risks.
AGENCY SECURITIES
Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity (a GSE) acting under federal authority. The United
States supports some GSEs with its full faith and credit. Other GSEs receive
support through federal subsidies, loans or other benefits. A few GSEs have no
explicit financial support, but are regarded as having implied support because
the federal government sponsors their activities. Agency securities are
generally regarded as having low credit risks, but not as low as treasury
securities.
The Fund treats mortgage backed securities guaranteed by GSEs as agency
securities. Although a GSE guarantee protects against credit risks, it does not
reduce the interest rate and prepayment risks of these mortgage backed
securities.
CORPORATE DEBT SECURITIES
Corporate debt securities are fixed income securities issued by businesses.
Notes, bonds, debentures and commercial paper are the most prevalent types of
corporate debt securities. The Fund may also purchase interests in bank loans to
companies. The credit risks of corporate debt securities vary widely among
issuers. In addition, the credit risk of an issuer's debt security may vary
based on its priority for repayment. For example, higher ranking (senior) debt
securities have a higher priority than lower ranking (subordinated) securities.
This means that the issuer might not make payments on subordinated securities
while continuing to make payments on senior securities. In addition, in the
event of bankruptcy, holders of senior securities may receive amounts otherwise
payable to the holders of subordinated securities. Some subordinated securities,
such as trust preferred and capital securities notes, also permit the issuer to
defer payments under certain circumstances. For example, insurance companies
issue securities known as surplus notes that permit the insurance company to
defer any payment that would reduce its capital below regulatory requirements.
MORTGAGE BACKED SECURITIES
Mortgage backed securities represent interests in pools of mortgages. The
mortgages that comprise a pool normally have similar interest rates, maturities
and other terms. Mortgages may have fixed or adjustable interest rates.
Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage backed securities come in a variety of forms. Many have extremely
complicated terms. The simplest form of mortgage backed securities are
pass-through certificates. An issuer of pass-through certificates gathers
monthly payments from an underlying pool of mortgages. Then, the issuer deducts
its fees and expenses and passes the balance of the payments onto the
certificate holders once a month. Holders of pass-through certificates receive a
pro rata share of all payments and pre- payments from the underlying mortgages.
As a result, the holders assume all the prepayment risks of the underlying
mortgages.
COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)
CMOs, including interests in real estate mortgage investment conduits (REMICs),
allocate payments and prepayments from an underlying pass-through certificate
among holders of different classes of mortgage backed securities. This creates
different prepayment and interest rate risks for each CMO class.
ASSET BACKED SECURITIES
Asset backed securities are payable from pools of obligations other than
mortgages. Most asset backed securities involve consumer or commercial debts
with maturities of less than ten years. However, almost any type of fixed income
assets (including other fixed income securities) may be used to create an asset
backed security. Asset backed securities may take the form of commercial paper,
notes, or pass through certificates. Asset backed securities have prepayment
risks.
ZERO COUPON SECURITIES
Zero coupon securities do not pay interest or principal until final maturity
unlike debt securities that provide periodic payments of interest (referred to
as a coupon payment). Investors buy zero coupon securities at a price below the
amount payable at maturity. The difference between the purchase price and the
amount paid at maturity represents interest on the zero coupon security.
Investors must wait until maturity to receive interest and principal, which
increases the interest rate and credit risks of a zero coupon security.
BANK INSTRUMENTS
Bank instruments are unsecured interest bearing deposits with banks. Bank
instruments include bank accounts, time deposits, certificates of deposit and
banker's acceptances. Yankee instruments are denominated in U.S. dollars and
issued by U.S. branches of foreign banks. Eurodollar instruments are denominated
in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks.
CREDIT ENHANCEMENT
Credit enhancement consists of an arrangement in which a company agrees to pay
amounts due on a fixed income security if the issuer defaults. In some cases the
company providing credit enhancement makes all payments directly to the security
holders and receives reimbursement from the issuer. Normally, the credit
enhancer has greater financial resources and liquidity than the issuer. For this
reason, the Adviser usually evaluates the credit risk of a fixed income security
based solely upon its credit enhancement.
TAX EXEMPT SECURITIES
Tax exempt securities are fixed income securities that pay interest that is not
subject to regular federal income taxes. Typically, states, counties, cities and
other political subdivisions and authorities issue tax exempt securities. The
market categorizes tax exempt securities by their source of repayment. Interest
income on such securities may be subject to the federal alternative minimum tax
(AMT) for individuals and corporations.
REPURCHASE AGREEMENTS
Repurchase agreements are transactions in which the Fund buys a security from a
dealer or bank and agrees to sell the security back at a mutually agreed upon
time and price. The repurchase price exceeds the sale price, reflecting the
Fund's return on the transaction. This return is unrelated to the interest rate
on the underlying security. The Funds will enter into repurchase agreements only
with banks and other recognized financial institutions, such as securities
dealers, deemed creditworthy by the Adviser.
The Fund's custodian will take possession of the securities subject to
repurchase agreements. The Adviser will monitor the value of the underlying
security each day to ensure that the value of the security always equals or
exceeds the repurchase price. Repurchase agreements are subject to credit risks.
FOREIGN GOVERNMENT SECURITIES
Foreign government securities generally consist of fixed income securities
supported by national, state or provincial governments or similar political
subdivisions. Foreign government securities also include debt obligations of
supranational entities, such as international organizations designed or
supported by governmental entities to promote economic reconstruction or
development, international banking institutions and related government agencies.
Examples of these include, but are not limited to, the International Bank for
Reconstruction and Development (the World Bank), the Asian Development Bank, the
European Investment Bank and the Inter-American Development Bank.
Foreign government securities also include fixed income securities of
quasi-governmental agencies that are either issued by entities owned by a
national, state or equivalent government or are obligations of a political unit
that are not backed by the national government's full faith and credit. Further,
foreign government securities include mortgage-related securities issued or
guaranteed by national, state or provincial governmental instrumentalities,
including quasi-governmental agencies.
PORTFOLIO TURNOVER
The Government Fund actively trades its portfolio securities in an attempt to
achieve its investment objective. Active trading will cause the Fund to have an
increased portfolio turnover rate, which is likely to generate shorter-term
gains (losses) for its shareholders, which are taxed at a higher rate than
longer-term gains (losses). Actively trading portfolio securities increases the
Fund's trading costs and may have an adverse impact on the Fund's performance.
TEMPORARY DEFENSIVE INVESTMENTS
The Government Fund may temporarily depart from their principal investment
strategies by investing its assets in cash and shorter-term debt securities and
similar obligations. It may do this to minimize potential losses and maintain
liquidity to meet shareholder redemptions during adverse market conditions. This
may cause the Fund to give up greater investment returns to maintain the safety
of principal, that is, the original amount invested by shareholders. Interest
income from temporary investments may be taxable to shareholders as ordinary
income.
INVESTMENT RATINGS FOR INVESTMENT GRADE SECURITIES
The Adviser will determine whether a security is investment grade based upon the
credit ratings given by one or more nationally recognized rating services. For
example, Standard and Poor's, a rating service, assigns ratings to investment
grade securities (AAA, AA, A, and BBB) based on their assessment of the
likelihood of the issuer's inability to pay interest or principal (default) when
due on each security. Lower credit ratings correspond to higher credit risk. If
a security has not received a rating, the Fund must rely entirely upon the
Adviser's credit assessment that the security is comparable to investment grade.
SPECIFIC RISKS OF INVESTING IN THE FUNDS
An investment in the Funds is neither insured nor guaranteed by the U.S.
Government. Shares of the Funds are not deposits or obligations of, or
guaranteed or endorsed by, the Advisor or any bank, and the shares are not
federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board, or any other agency.
There can be no assurance that the investment objective of each Fund will be
achieved. In addition, the Fund's investment policies, as well as the relatively
short maturity of obligations purchased by the Funds, may result in frequent
changes in the Fund's portfolio, which may give rise to taxable gains.
The Money Market Fund expects to maintain a net asset value of $1.00 per share,
but there is no assurance that the Fund will be able to do so on a continuous
basis. The Fund's performance per share will change daily based on many factors,
including fluctuation in interest rates, the quality of the instruments in the
Fund's investment portfolio, national and international economic conditions and
general market conditions.
To the extent that each Fund invests in mutual funds, a pro rata portion of the
other mutual funds' expenses will be borne by the Funds.
INTEREST RATE RISKS
Prices of fixed income securities rise and fall in response to changes in the
interest rate paid by similar securities. Generally, when interest rates rise,
prices of fixed income securities fall. However, market factors, such as the
demand for particular fixed income securities, may cause the price of certain
fixed income securities to fall while the prices of other securities rise or
remain unchanged. Interest rate changes have a greater effect on the price of
fixed income securities with longer durations. Duration measures the price
sensitivity of a fixed income security to changes in interest rates.
CREDIT RISKS
Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, the Fund
will lose money.
Many fixed income securities receive credit ratings from services such as
Standard & Poor's and Moody's Investor Services, Inc. These services assign
ratings to securities by assessing the likelihood of issuer default. Lower
credit ratings correspond to higher credit risk. If a security has not received
a rating, the Fund must rely entirely upon the Adviser's credit assessment.
Fixed income securities generally compensate for greater credit risk by paying
interest at a higher rate. The difference between the yield of a security and
the yield of a U.S. Treasury security with a comparable maturity (the spread)
measures the additional interest paid for risk. Spreads may increase generally
in response to adverse economic or market conditions. A security's spread may
also increase if the security's rating is lowered, or the security is perceived
to have an increased credit risk. An increase in the spread will cause the price
of the security to decline.
Credit risk includes the possibility that a party to a transaction involving the
Fund will fail to meet its obligations. This could cause the Fund to lose the
benefit of the transaction or prevent the Fund from selling or buying other
securities to implement its investment strategy.
CALL RISKS
Call risk is the possibility that an issuer may redeem a fixed income security
before maturity (a call) at a price below its current market price. An increase
in the likelihood of a call may reduce the security's price.
If a fixed income security is called, the Fund may have to reinvest the proceeds
in other fixed income securities with lower interest rates, higher credit risks,
or other less favorable characteristics.
PREPAYMENT RISKS
Generally, homeowners have the option to prepay their mortgages at any time
without penalty. Homeowners frequently refinance high interest rate mortgages
when mortgage rates fall. This results in the prepayment of mortgage backed
securities with higher interest rates. Conversely, prepayments due to
refinancings decrease when mortgage rates increase. This extends the life of
mortgage backed securities with lower interest rates. Other economic factors can
also lead to increases or decreases in prepayments. Increases in prepayments of
high interest rate mortgage backed securities, or decreases in prepayments of
lower interest rate mortgage backed securities, may reduce their yield and
price. These factors, particularly the relationship between interest rates and
mortgage prepayments makes the price of mortgage backed securities more volatile
than many other types of fixed income securities with comparable credit risks.
Mortgage backed securities generally compensate for greater prepayment risk by
paying a higher yield. The difference between the yield of a mortgage backed
security and the yield of a U.S. Treasury security with a comparable maturity
(the spread) measures the additional interest paid for risk. Spreads may
increase generally in response to adverse economic or market conditions. A
security's spread may also increase if the security is perceived to have an
increased prepayment risk or perceived to have less market demand. An increase
in the spread will cause the price of the security to decline.
The Fund may have to reinvest the proceeds of mortgage prepayments in other
fixed income securities with lower interest rates, higher prepayment risks, or
other less favorable characteristics.
RISKS OF FOREIGN INVESTING
Foreign securities pose additional risks because foreign economic or political
conditions may be less favorable than those of the United States. Securities in
foreign markets may also be subject to taxation policies that reduce returns for
U.S. investors.
Foreign companies may not provide information (including financial statements)
as frequently or to as great an extent as companies in the United States.
Foreign companies may also receive less coverage than United States companies by
market analysts and the financial press. In addition, foreign countries may lack
uniform accounting, auditing and financial reporting standards or regulatory
requirements comparable to those applicable to U.S. companies. These factors may
prevent the Fund and its Adviser from obtaining information concerning foreign
companies that is as frequent, extensive and reliable as the information
available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or
may impose exchange controls, capital flow restrictions or repatriation
restrictions which could adversely affect the liquidity of the Fund's
investments.
WHAT DO SHARES COST?
WHO MAY PURCHASE SHARES OF THE FUND?
Shares of each Fund are for institutional investors that are not natural persons
(e,g., corporations, financial institutions, etc.), and that invest on their own
behalf. To open an account with a Fund, the first investment must be at least
$100,000. The minimum investment amount to add to your existing account is
$1,000. An account may be opened with a smaller amount as long as the minimum is
reached within 90 days. In special circumstances, these minimums may be waived
or lowered at the Fund's discretion.
WHAT DO SHARES COST?
You can buy Shares of the Money Market Fund at net asset value (NAV), without a
sales charge, on any day the New York Stock Exchange (NYSE) is open for
business. When a Fund receives your transaction request in proper form, it is
processed at the next determined NAV. The NAV for a Fund is determined twice
daily at 12:00 Noon (Eastern Time) and 3:00 p.m. (Eastern Time). In calculating
NAV, the Fund's portfolio is valued using market prices.
The per share net asset value ("NAV") for the Government Fund is determined and
its shares are priced at the close of regular trading on the New York Stock
Exchange, normally at 4:00 p.m. Eastern time, on days the New York Stock
Exchange is open for business.
Your order for purchase, sale or exchange of shares is priced at the next NAV
calculated after your order is received in good order and accepted by the Fund
less any applicable sales charges as noted in the section on "Distribution and
Shareholder Servicing Arrangements/Sales Charges" on any day that both the New
York Stock Exchange is open for business. For example: If you place a purchase
order to buy shares of the Institutional Limited Duration U.S. Government Fund,
it must be received by 4:00 p.m. Eastern time in order to receive the NAV
calculated at 4:00 p.m. Eastern time. If your order is received after 4:00 p.m.
Eastern time, you will receive the NAV calculated on the next day at 4:00 p.m.
Eastern time.
HOW DO I PURCHASE SHARES?
You may purchase shares directly from a Fund by completing and mailing the
Account Application and sending your payment to the Fund by check or wire. You
may also purchase shares through a broker/dealer, investment professional, or
financial institution (Authorized Dealers). Some Authorized Dealers may charge a
transaction fee for this service. If you purchase shares of a Fund through a
program of services offered or administered by an Authorized Dealer or other
service provider, you should read the program materials, including information
relating to fees, in conjunction with the Fund's prospectus. Certain features of
a Fund may not be available or may be modified in connection with the program of
services provided. Your purchase order must be received by the Fund by 3:00 p.m.
(Eastern Time) to receive dividends on that day. Each Fund reserves the right to
reject any purchase request. However, you are not the owner of Fund shares (and
therefore will not receive dividends) until payment for the shares is received.
In order to purchase shares, you must reside in a jurisdiction where Fund shares
may lawfully be offered for sale. In addition, you must have a federal tax
identification number.
SALES CHARGE WHEN YOU PURCHASE--SHARES OF THE INSTITUTIONAL LIMITED DURATION
U.S. GOVERNMENT FUND Institutional Shares of Vision Institutional Limited
Duration U.S. Government Fund are sold at the NAV next determined after an order
is received, plus a sales charge as follows:
PURCHASE AMOUNT SALES CHARGE SALES CHARGE AS A
AS A PERCENTAGE PERCENTAGE
OF PUBLIC OF NAV
OFFERING PRICE
0 but less than 3.00% 3.09%
$250,000
$250,000 but less 2.00% 2.04%
than $500,000
$500,000 but less 1.00% 1.01%
than $1 million
$1 million or greater 0.00%, but 1% 0.00%, but 1% CDSC
CDSC if redeemed if redeemed than 1 in less than 1 year
year.
THE SALES CHARGE AT PURCHASE MAY BE REDUCED BY:
o purchasing Shares in greater quantities to reduce the applicable sales
charge;
o combining concurrent purchases of Shares: - by you, your spouse, and your
children under age 21; or - of the same share class of two or more Vision
Funds (other than money market funds);
o accumulating purchases (in calculating the sales charge on an additional
purchase, include the current value of previous Share purchases still
invested in the Fund); or
o signing a Letter of Intent (LOI) to purchase a specific dollar amount of
Shares within 13 months (call your investment professional or see the
Fund's purchase application for more information).
THE SALES CHARGE MAY BE ELIMINATED WHEN YOU PURCHASE SHARES:
o within 90 days of redeeming Shares of an equal or lesser amount of the
redemption;
o within 60 days of redeeming shares of any other mutual fund which was sold
with a sales charge or commission or fixed or variable rate annuities of an
equal or lesser amount;
o by exchanging Shares from the same share class of another Vision Fund
(other than a money market fund);
o through wrap accounts or other investment programs where you pay the
investment professional directly for services;
o through investment professionals that receive no portion of the sales
charge;
o as a current or retired Trustee or employee of the Fund, the Adviser, the
Distributor, the Sub-adviser and their affiliates, and the immediate family
members of these individuals;
o as an employee of a dealer which has a selling group agreement with the
Distributor;
o as an investor referred by any sub-adviser to the Funds.
If your investment qualifies for a reduction or elimination of the sales charge,
you or your investment professional should notify the Fund's Distributor,
Federated Securities Corp., or M&T Bank's Mutual Fund Services at the time of
purchase. If the Distributor or Mutual Fund Services is not notified, you will
receive the reduced sales charge only on additional purchases, and not
retroactively on previous purchases.
HOW ARE THE FUNDS SOLD?
The Fund's Distributor markets the Shares described in this prospectus to
institutions or individuals, directly or through an investment professional that
has an agreement with the Distributor (Authorized Dealer). When the Distributor
receives marketing fees it may pay some or all of them to investment
professionals. The Distributor and its affiliates may pay out of their assets
other amounts (including items of material value) to investment professionals
for marketing and servicing Shares. The Distributor is a subsidiary of Federated
Investors, Inc. (Federated).
RULE 12B-1 PLANS
Each Fund has adopted a Rule 12b-1 Plan, which allows it to pay marketing fees
to the Distributor for the sale and distribution of the Funds' Class A and Class
B Shares. In the case of Class B Shares, the Plan may also be used to compensate
the Distributor, the Adviser, a subadviser, their affiliates or investment
professionals for commissions advanced on the sale of Class B Shares. The
Distributor may voluntarily waive or reduce its fees. Because these Shares pay
marketing fees on an ongoing basis, your investment cost may be higher over time
than other shares with different sales charges and marketing fees. The Funds
have no present intention of paying or accruing 12b-1 fees on Class A Shares.
SHAREHOLDER SERVICES
The Funds have adopted a Shareholder Services Plan on behalf of each class of
Shares, which is administered by Federated Administrative Services. M&T Bank
acts as shareholder servicing agent for the Funds, providing shareholder
assistance, communicating or facilitating purchases and redemptions of Shares,
and distributing prospectuses and other information. Except for the Small Cap
Stock Fund, no Fund has a present intention of paying or accruing shareholder
servicing fees on Class A SHARES.
HOW TO PURCHASE SHARES
You may purchase Shares through M&T Bank, M&T Securities, Inc., or through an
Authorized Dealer at the NAV next determined after the purchase order is
received plus any applicable sales charge.
Payment may be made by check, federal funds wire or Automated Clearing House
(ACH).
INCOME FUND
Purchase orders for the Government Fund must be received by 4:00 p.m. (Eastern
time) in order to receive that day's closing NAV. Purchase orders through
Automated Clearing House (ACH) must be received by 3:00 p.m. (Eastern time). For
settlement of an order to occur, payment must be received on the next business
day following the order.
The Fund reserves the right to reject any purchase request. The Fund does not
issue share certificates.
MONEY MARKET FUND
Purchase orders for the Money Market Fund must be received by 3:00 p.m. (Eastern
time) to receive that day's closing Fund's NAV and to begin earning dividends
the next day. For settlement of an order to occur, payment must be received by
wire by 3:00 p.m. (Eastern time) that same day.
THROUGH M&T BANK
To purchase Shares through M&T Bank, contact an account representative at M&T
Bank or affiliates of M&T Bank which make Shares available, or M&T Bank's Mutual
Fund Services at (800) 836-2211 (in the Buffalo area call (716) 635-9368).
THROUGH M&T SECURITIES, INC.
To purchase Shares through a representative of M&T Securities, Inc. (M&T
Securities) call (800) 724-5445.
THROUGH AN AUTHORIZED DEALER
Contact your Authorized Dealer for specific instructions on how to purchase
Shares.
PAYMENT BY CHECK
To purchase Shares of a Fund for the first time by mail using a check as
payment, complete and sign an account application form and mail it, together
with a check payable to (Name of the Fund) to:
Vision Group of Funds
P.O. Box 4556
Buffalo, New York, 14240-4556
Current shareholders can purchase Shares by mail by sending a check to the same
address. Orders by mail are considered received after payment by check has been
converted into federal funds. This is normally the next business day after the
check is received.
PAYMENT BY WIRE
You may purchase Shares by Federal Reserve wire, whereby your bank sends money
to the Fund's bank through the Federal Reserve System. Wire orders will only be
accepted on days on which the Funds, M&T Bank and the Federal Reserve wire
system are open. Call M&T Bank's Mutual Fund Services or a representative of M&T
Securities before 4:00 p.m. (Eastern time) to place your order. The order is
considered immediately received, provided that payment by federal funds is
received before 3:00 p.m. (Eastern time) the next business day. Some financial
institutions may charge a fee for wire services.
PAYMENT BY AUTOMATED CLEARING HOUSE (ACH)
MONEY MARKET FUND
To place an order, call M&T Bank's Mutual Fund Services. Purchase orders for
which payment will be made via ACH must be received by 3:00 p.m. (Eastern Time).
This purchase option can be established by completing the appropriate sections
of the account application.
CUSTOMER AGREEMENTS
Shareholders normally purchase Shares through different types of customer
accounts at M&T Bank and its affiliates. You should read this prospectus
together with any agreements between you and the Bank to learn about the
services provided, the fees charged for those services, and any restrictions and
limitations imposed.
THROUGH AN EXCHANGE
You may purchase Shares of a Fund through an exchange from the same Share class
of another Vision Fund. You must meet the minimum initial investment requirement
for purchasing Shares and both accounts must have identical registrations.
HOW TO REDEEM SHARES
The Funds redeem Shares at their NAV next determined after the Fund receives the
redemption request in proper form, subject to daily cut off times. Shares may be
redeemed directly from the Funds by telephone or by mail.
BY TELEPHONE
To redeem Shares by telephone, call M&T Bank's Mutual Fund Services at (800)
836-2211 (in the Buffalo area call (716) 635-9368). The proceeds will be sent
via ACH to the account you previously designated at a domestic commercial bank
that is a member of the Federal Reserve System.
INCOME FUND
If you call before 4:00 p.m. (Eastern time) you will receive a redemption amount
based on that day's NAV. The proceeds of your redemption request will be wired
to your account the next business day.
You are automatically eligible to make telephone redemptions unless you check
the box on your new account application form to decline the privilege. It is
recommended that you provide the necessary information for the telephone/wire
redemption option on your initial application. If you do not do this and later
wish to take advantage of the telephone redemption privilege, you must call M&T
Bank's Mutual Fund Services for authorization forms.
Money Market Funds
To redeem shares, call by 3:00 p.m. (Eastern time). Proceeds will be sent via
ACH or check.
Redemption requests for Shares held through an IRA account must be made by mail
and not by telephone. The Funds reserve the right to modify or terminate the
telephone redemption privilege at any time. Shareholders will be notified prior
to any modification or termination. Your telephone instructions may be
electronically recorded for your protection. Shareholders who accept the
telephone redemption service authorize the Vision Group of Funds and its agents
to act upon their telephonic instructions to redeem Shares from any account for
which they have authorized such services. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone transactions.
BY WIRE
Proceeds of a wire order will be wired to your account at M&T Bank or an
affiliate or to another account you previously designated at a domestic
commercial bank account that is a member of the Federal Reserve system.
Redemptions by wire can only be made on days the Federal Reserve wire system,
M&T Bank and the Funds are open for business. Some financial institutions may
charge a fee for wire services.
BY MAIL
You may redeem Shares by sending your written request to:
Vision Group of Funds
P.O. Box 4556
Buffalo, New York 14240-4556
Your written request must include your name, the Fund's name, your account
number, and the Share or dollar amount you wish to redeem. Please call M&T
Bank's Mutual Fund Services at (800) 836-2211 for specific instructions before
redeeming by mail. Normally, a check for the proceeds is mailed within one
business day but in no event more than seven business days, after receipt of a
proper written redemption request.
ADDITIONAL CONDITIONS
SIGNATURE GUARANTEES
You must have a signature guarantee on written redemption requests:
o when you are requesting a redemption of $50,000 or more;
o when you want a redemption to be sent to an address other than the one you
have on record with the Fund; or
o when you want the redemption payable to someone other than the shareholder
of record.
Your signature can be guaranteed by any federally insured financial
institution (such as a bank or credit union) or a broker-dealer that is a
domestic stock exchange member, BUT NOT BY A NOTARY PUBLIC.
LIMITATIONS ON REDEMPTION PROCEEDS
Redemption proceeds for Shares redeemed by mail are normally mailed within one
business day after receiving a request in proper form. However, payment may be
delayed up to seven days:
o to allow your purchase payment to clear;
o during periods of market volatility; or
o when a shareholder's trade activity or amount adversely impacts a Funds
ability to manage its assets.
REDEMPTION IN KIND
Although the Funds intend to pay Share redemptions in cash, the Funds reserve
the right to pay the redemption price in whole or in part by a distribution of
the Fund's portfolio securities.
REDEMPTION FROM RETIREMENT ACCOUNTS
In the absence of your specific instructions, 10% of the value of your
redemption from a retirement account in the Fund may be withheld for taxes. This
withholding only applies to certain types of retirement accounts.
HOW TO EXCHANGE SHARES
You may exchange Shares of the Funds for shares of another Vision Fund at the
NAV next determined after the Fund receives the exchange in proper form, plus
any applicable sales charge.
In order to exchange Shares you must:
o meet the minimum initial investment requirements (if the exchange results
in the establishment of a new account);
o establish an account into the Fund you want to acquire if you do not have
an account in that Fund;
o ensure that the account registrations are identical; o receive a prospectus
for the Fund into which you wish to exchange; and
o only exchange into Funds that may be legally sold in your state of
residence. An exchange is treated as a redemption and subsequent purchase
and is a taxable transaction.
For additional information about the exchange privilege, call M&T Bank's Mutual
Fund Services at (800) 836-2211.
EXCHANGING SHARES BY TELEPHONE
You may exchange Shares between Funds by calling M&T Bank's Mutual Fund Services
at (800) 836-2211 (in Buffalo, (716) 635-9368).
GOVERNMENT FUND
Exchange instructions must be received by M&T Bank's Mutual Fund Services and
transmitted to Federated Shareholder Services Company by 4:00 p.m. (Eastern
time) for Shares to be exchanged that same day.
You will not receive a dividend from the Fund into which you are exchanging on
the date of the exchange.
MONEY MARKET FUND
Your telephone instructions must be received by M&T Bank by 11:00 a.m. (Eastern
time) and transmitted to Federated Shareholder Services Company by 4:00 p.m.
(Eastern time) for Shares to be exchanged that same day.
You will automatically be eligible for telephone exchanges, unless you check the
box on the new account application form to decline this privilege. It is
recommended that you provide the necessary information for the telephone
exchange option on your initial application. If you do not do this and later
wish to take advantage of the privilege, you may call M&T Bank's Mutual Fund
Services for authorization forms. Shareholders who accept the telephone exchange
service authorize the Vision Group of Funds and its agents to act upon their
telephonic instructions to exchange Shares from any account for which they have
authorized such services. If reasonable procedures are not followed by the Fund,
the shareholder may be liable for losses due to unauthorized or fraudulent
telephone transactions.
EXCHANGING SHARES BY MAIL
You may exchange Shares by mail by sending your written request to:
Vision Group of Funds
P.O. Box 4556
Buffalo, New York 14240-4556
All written requests must include your name, the Fund's name and Share class,
your account number, and the share or dollar amount you wish to exchange and the
name of the Fund into which the exchange is to be made.
ACCOUNT AND SHARE INFORMATION
CORPORATE RESOLUTIONS
Corporations, trusts and institutional organizations may be required to furnish
evidence of the authority of persons designated on the account application to
effect transaction on behalf of the organization.
CONFIRMATIONS AND ACCOUNT STATEMENTS
You will receive confirmation of purchases, redemptions and exchanges (except
systematic transactions). In addition, you will receive periodic statements
reporting all account activity, including systematic transactions, dividends and
capital gains paid.
DIVIDENDS AND CAPITAL GAINS
FUND DIVIDENDS DECLARED/
DIVIDENDS PAID
Institutional Limited Duration U.S. Monthly/Monthly
Government Fund
Institutional Prime Money Market Daily/Monthly
Fund
Dividends (if any) are paid to shareholders invested in a Fund on the record
date. The Money Market Fund does not expect to realize any capital gains or
losses. If capital gains or losses were to occur, they could result in an
increase or decrease in dividends. In addition, the Fund intends to pay any
capital gains at least annually. Your dividends and capital gains distributions
will be automatically reinvested in additional Shares without a sales charge,
unless you elect cash payments.
The Government Fund intends to pay any capital gains at least annually. Your
dividends and capital gains distributions will be automatically reinvested in
additional Shares without a sales charge, unless you elect cash payments. If you
purchase shares just before a Fund declares a dividend (other than a Fund that
declares dividends daily) or capital gain distribution, you will pay the full
price for the shares and then receive a portion of the price back in the form of
a distribution, whether or not you reinvest the distribution in Shares.
Therefore, you should consider the tax implications of purchasing Shares shortly
before a Fund declares a dividend or capital gain.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, non-retirement
accounts may be closed if redemptions or exchanges cause the account balance to
fall below $250. Before an account is closed, you will be notified and allowed
30 days to purchase additional Shares to meet the minimum account balance
required.
TAX INFORMATION
The Funds send you an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in a Fund. Capital gains distributions are taxable at different rates
depending upon the length of time a Fund holds its assets.
The Funds' distributions are expected to be primarily dividends.
Redemptions and exchanges are taxable sales. Please consult your tax adviser
regarding your federal, state, and local tax liability.
WHO MANAGES THE FUNDS?
The Board of Trustees governs the Funds. The Board selects and oversees the
Adviser, M&T Bank. The Adviser manages the Fund's assets, including buying and
selling portfolio securities. The Adviser's address is One M&T Plaza, Buffalo,
New York 14240. The Adviser is the principal banking subsidiary of M&T Bank
Corporation, a regional bank holding company in existence since 1969. M&T Bank
was founded in 1856 and provides comprehensive banking and financial services to
individuals, governmental entities and businesses throughout New York State. As
of December 31, 1999, M&T Bank had over $6.0 billion in assets under management.
M&T Bank has served as investment adviser to the Funds since 2000. As of
December 31, 1999, M&T Bank managed $1.8 billion in net assets of money market
funds and $300 million in net assets of fluctuating mutual funds. As part of its
regular banking operations, M&T Bank may make loans to public companies. Thus,
it may be possible, from time to time, for the Fund's to hold or acquire the
securities of issuers which are also lending clients of M&T Bank. The lending
relationship will not be a factor in the selection of securities.
For its services under an Advisory Contract, the Adviser receives an annual
Advisory Fee from the Fund, equal to a percentage of each Fund's average daily
net assets as follows:
FUND NAME ADVISORY FEE
Institutional Limited Duration U.S. 0.60%
Government Fund
Institutional Prime Money Market Fund 0.50%
The Adviser may voluntarily waive a portion of its fee or reimburse a Fund for
certain operating expenses.
PORTFOLIO MANAGERS
Robert J. Truesdell is responsible for the day-to-day management of the
Institutional Limited Duration U.S. Government Fund. In addition to his
responsibilities with respect to this Fund, Mr. Truesdell manages individual
investment accounts and oversees the investment activities of M&T Bank's money
market and fixed income products as well as the money market funds in the Vision
Group of Funds. Mr. Truesdell joined M&T Bank as Vice President and Fixed Income
Manager in 1988. Mr. Truesdell holds an MBA in Accounting from the State
University of New York at Buffalo.
Mark Thompkins, is primarily responsible for the day-to-day management of
the Institutional Limited Duration U.S. Government Fund. He is an Investment
Officer with M&T Bank.
Kim Rogers is primarily responsible for the day-to-day management of the
Institutional Prime Money Market Fund. She is an Investment Officer with M&T
Bank.
FINANCIAL INFORMATION
FINANCIAL HIGHLIGHTS
The Fund's fiscal year end is April 30. As this is the Fund's first fiscal year,
financial information is not yet available.
VISION INSTITUTIONAL LIMITED DURATION U.S. GOVERNMENT FUND
VISION INSTITUTIONAL PRIME MONEY MARKET FUND
October __, 2000
A Statement of Additional Information (SAI) dated October __, 2000 is
incorporated by reference into this prospectus. Additional information about the
Fund's investments is available in the Funds' SAI and Annual and Semi-Annual
Reports to shareholders as they become available. The Annual Report discusses
market conditions and investment strategies that significantly affected the
Fund's performance during its last fiscal year. To obtain the SAI, the Annual
and Semi-Annual Reports and other information without charge, and make
inquiries, call (800) 836-2211.
You can obtain information about the Fund (including the SAI) by writing to or
visiting the Public Reference Room in Washington, D.C. You may also access fund
information from the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. You can purchase copies of this information by contacting
the SEC by email at [email protected] or by writing to the SEC's Public
Reference Section, Washington D.C. 20549-0102. Call 1-202-942-8090 for
information on the Public Reference Room's operations and copying fees.
SEC FILE NO. 811-5514
CUSIP __________
CUSIP __________
G__________
G__________ (10/00)
VISION GROUP OF FUNDS
STATEMENT OF ADDITIONAL INFORMATION
OCTOBER __, 2000
VISION INSTITUTIONAL PRIME MONEY MARKET FUND
VISION INSTITUTIONAL LIMITED DURATION U.S. GOVERNMENT FUND
This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectuses for the Funds dated October __, 2000.
Obtain the prospectuses without charge by calling (800) 836-2211 (in the Buffalo
area call (716) 635-9368).
CONTENTS
HOW ARE THE FUNDS ORGANIZED? 1
SECURITIES IN WHICH THE FUNDS INVEST 1
INVESTMENT RISKS 9
FUNDAMENTAL INVESTMENT OBJECTIVES 11
INVESTMENT LIMITATIONS 11
DETERMINING MARKET VALUE OF SECURITIES 14
WHAT DO SHARES COST? 15
HOW ARE THE FUNDS SOLD? 15
EXCHANGING SECURITIES FOR SHARES 15
SUBACCOUNTING SERVICES 16
REDEMPTION IN KIND 16
ACCOUNT AND SHARE INFORMATION 16
TAX INFORMATION 17
WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS? 17
FEES PAID BY THE FUNDS FOR SERVICES 20
HOW DO THE FUNDS MEASURE PERFORMANCE? 20
FINANCIAL INFORMATION 24
INVESTMENT RATINGS 25
ADDRESSES BACK COVER PAGE
CUSIPS ________
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_________ (10/00)
HOW ARE THE FUNDS ORGANIZED?
The Vision Institutional Prime Money Market Fund (the "Money Market Fund") and
the Vision Institutional Limited Duration U.S. Government Fund (the "Government
Securities Fund") are diversified portfolios of Vision Group of Funds (Trust).
The Trust is an open-end, management investment company that was established as
a business trust under the laws of the State of Delaware on August 11, 2000. The
Corporation may offer separate series of shares representing interests in
separate portfolios of securities.
The Funds' investment adviser is Manufacturers and Traders Trust Company (M&T
Bank) (Adviser).
SECURITIES IN WHICH THE FUNDS INVEST
In pursuing its investment strategy, each Fund may invest in the following types
of securities for any purpose that is consistent with the Fund's investment
goal. Following is a table that indicates which types of securities are a:
P = Principal investment of a Fund;
A = Acceptable (but not principal) investment of a Fund; or N = Not an
acceptable investment of a Fund.
MONEY MARKET FUND AND GOVERNMENT SECURITIES FUND
-----------------------------------------------------------
INSTITUTIONAL INSTITUTIONAL
PRIME MONEY LIMITED
MARKET FUND DURATION
U.S.
GOVERNMENT
FUND
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FIXED INCOME SECURITIES P P
-------------------------------
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Treasury Securities P P
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Agency Securities N P
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Corporate Debt Securities1 N A
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Commercial Paper2 N A
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Demand Instruments3 N A
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Taxable Municipal Securities N A
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Mortgage Backed Securities N P
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Asset Backed Securities4 N A
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Zero Coupon Securities N A
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Bank Instruments5 N A
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Foreign Government A N
Securities
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TAX EXEMPT SECURITIES6 A N
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Variable Rate Demand A A
Instruments
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DERIVATIVE CONTRACTS N A
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Futures Contracts N A
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Options N A
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SPECIAL TRANSACTIONS P A
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Repurchase Agreements P A
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Reverse Repurchase A A
Agreements
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Delayed Delivery A A
Transactions
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Securities Lending N A
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Asset Coverage A A
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INVESTING IN SECURITIES OF N A
OTHER INVESTMENT COMPANIES
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1. Rated in the top four rating categories (with respect to the Money Market
Fund, rated in the top two rating categories) of a nationally recognized
statistical rating organization (NRSRO), or, if unrated, of comparable
quality as determined by the Adviser or sub-adviser. If a security's rating
is lowered, the Adviser will assess whether to sell the security, but is not
required to do so.
----------------------------------------------------------------------------
1. With respect to the Government Securities Fund, rated at the time of purchase
no less than P-1, A-1 or F-1 by Moody's Investors Service (Moody's), Standard
& Poor's (S&P) or Fitch IBCA, Inc. (Fitch), respectively, or, if unrated, of
comparable quality as determined by the Adviser. With respect to the Money
Market Fund, rated at the time of purchase A-2 or better by S&P or Prime-2 or
better by Moody's or, if unrated, of comparable quality as determined by the
Adviser or sub-adviser. If a security's rating is lowered, the Adviser will
assess whether to sell the security, but is not required to do so.
1. With respect to the Government Securities Fund, rated at the time of purchase
Aaa, Aa, or A by Moody's, or AAA, AA, or A by S&P's or by Fitch, or, if
unrated, of comparable quality as determined by the Adviser. If a security's
rating is lowered, the Adviser will assess whether to sell the security, but
is not required to do so.
1. The Government Securities Fund may invest in asset backed securities which,
at the time of purchase, are rated in the top three rating categories by an
NRSRO. If a security's rating is lowered, the Adviser will assess whether to
sell the security, but is not required to do so.
1. The Money Market Fund may make interest-bearing savings deposits in
commercial banks and savings banks not in excess of 5% of the Fund's total
assets. The Money Market Fund may not invest more than 25% of the value of
its total assets at the time of purchase in U.S. dollar-denominated
obligations of foreign banks and foreign branches of U.S. banks.
1. Which are in one of the top four rating categories of an NRSRO.
SECURITIES DESCRIPTIONS AND TECHNIQUES
Following are descriptions of securities and techniques that each Fund may or
may not pursue, as noted in the preceding table.
FIXED INCOME SECURITIES
Fixed income securities pay interest, dividends or distributions at a specified
rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities.
A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields.
The following describes the types of fixed income securities in which a Fund may
invest.
TREASURY SECURITIES
Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the
lowest credit risks.
AGENCY SECURITIES
Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity acting under federal authority (a GSE). The
United States supports some GSEs with its full faith and credit. Other GSEs
receive support through federal subsidies, loans or other benefits. A few
GSEs have no explicit financial support, but are regarded as having implied
support because the federal government sponsors their activities. Agency
securities are generally regarded as having low credit risks, but not as low
as treasury securities.
The Fund treats mortgage backed securities guaranteed by GSEs as agency
securities. Although a GSE guarantee protects against credit risks, it does
not reduce the market and prepayment risks of these mortgage backed
securities.
CORPORATE DEBT SECURITIES
Corporate debt securities are fixed income securities issued by businesses.
Notes, bonds, debentures and commercial paper are the most prevalent types of
corporate debt securities. The Fund may also purchase interests in bank loans
to companies. The credit risks of corporate debt securities vary widely among
issuers.
In addition, the credit risk of an issuer's debt security may vary based on
its priority for repayment. For example, higher ranking (senior) debt
securities have a higher priority than lower ranking (subordinated)
securities. This means that the issuer might not make payments on
subordinated securities while continuing to make payments on senior
securities. In addition, in the event of bankruptcy, holders of senior
securities may receive amounts otherwise payable to the holders of
subordinated securities. Some subordinated securities, such as trust
preferred and capital securities notes, also permit the issuer to defer
payments under certain circumstances. For example, insurance companies issue
securities known as surplus notes that permit the insurance company to defer
any payment that would reduce its capital below regulatory requirements.
COMMERCIAL PAPER
Commercial paper is an issuer's obligation with a maturity of less than nine
months. Companies typically issue commercial paper to pay for current
expenditures. Most issuers constantly reissue their commercial paper and use
the proceeds (or bank loans) to repay maturing paper. If the issuer cannot
continue to obtain liquidity in this fashion, its commercial paper may
default. The short maturity of commercial paper reduces both the market and
credit risks as compared to other debt securities of the same issuer.
DEMAND INSTRUMENTS
Demand instruments are corporate debt securities that the issuer must repay
upon demand. Other demand instruments require a third party, such as a dealer
or bank, to repurchase the security for its face value upon demand. The Fund
treats demand instruments as short-term securities, even though their stated
maturity may extend beyond one year.
MUNICIPAL SECURITIES
Municipal securities are issued by states, counties, cities and other
political subdivisions and authorities. Although many municipal securities
are exempt from federal income tax, a Fund may invest in taxable municipal
securities.
MORTGAGE BACKED SECURITIES
Mortgage backed securities represent interests in pools of mortgages. The
mortgages that comprise a pool normally have similar interest rates,
maturities and other terms. Mortgages may have fixed or adjustable interest
rates. Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage backed securities come in a variety of forms. Many have extremely
complicated terms. The simplest form of mortgage backed securities are
pass-through certificates. An issuer of pass-through certificates gathers
monthly payments from an underlying pool of mortgages. Then, the issuer
deducts its fees and expenses and passes the balance of the payments onto the
certificate holders once a month. Holders of pass-through certificates
receive a pro rata share of all payments and pre-payments from the underlying
mortgages. As a result, the holders assume all the prepayment risks of the
underlying mortgages.
COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)
CMOs, including interests in real estate mortgage investment conduits
(REMICs), allocate payments and prepayments from an underlying
pass-through certificate among holders of different classes of mortgage
backed securities. This creates different prepayment and interest rate
risks for each CMO class.
SEQUENTIAL CMOS
In a sequential pay CMO, one class of CMOs receives all principal
payments and prepayments. The next class of CMOs receives all principal
payments after the first class is paid off. This process repeats for
each sequential class of CMO. As a result, each class of sequential pay
CMOs reduces the prepayment risks of subsequent classes.
PACS, TACS AND COMPANION CLASSES
More sophisticated CMOs include planned amortization classes (PACs) and
targeted amortization classes (TACs). PACs and TACs are issued with
companion classes. PACs and TACs receive principal payments and
prepayments at a specified rate. The companion classes receive
principal payments and prepayments in excess of the specified rate. In
addition, PACs will receive the companion classes' share of principal
payments, if necessary, to cover a shortfall in the prepayment rate.
This helps PACs and TACs to control prepayment risks by increasing the
risks to their companion classes.
IOS AND POS
CMOs may allocate interest payments to one class (Interest Only or IOs)
and principal payments to another class (Principal Only or POs). POs
increase in value when prepayment rates increase. In contrast, IOs
decrease in value when prepayments increase, because the underlying
mortgages generate less interest payments. However, IOs tend to
increase in value when interest rates rise (and prepayments decrease),
making IOs a useful hedge against interest rate risks.
FLOATERS AND INVERSE FLOATERS
Another variant allocates interest payments between two classes of
CMOs. One class (Floaters) receives a share of interest payments based
upon a market index such as LIBOR. The other class (Inverse Floaters)
receives any remaining interest payments from the underlying mortgages.
Floater classes receive more interest (and Inverse Floater classes
receive correspondingly less interest) as interest rates rise. This
shifts prepayment and interest rate risks from the Floater to the
Inverse Floater class, reducing the price volatility of the Floater
class and increasing the price volatility of the Inverse Floater class.
Z CLASSES AND RESIDUAL CLASSES
CMOs must allocate all payments received from the underlying mortgages
to some class. To capture any unallocated payments, CMOs generally have
an accrual (Z) class. Z classes do not receive any payments from the
underlying mortgages until all other CMO classes have been paid off.
Once this happens, holders of Z class CMOs receive all payments and
prepayments. Similarly, REMICs have residual interests that receive any
mortgage payments not allocated to another REMIC class.
The degree of increased or decreased prepayment risks depends upon the
structure of the CMOs. However, the actual returns on any type of mortgage
backed security depend upon the performance of the underlying pool of
mortgages, which no one can predict and will vary among pools.
ASSET BACKED SECURITIES
Asset backed securities are payable from pools of obligations other than
mortgages. Most asset backed securities involve consumer or commercial debts
with maturities of less than ten years. However, almost any type of fixed
income assets (including other fixed income securities) may be used to create
an asset backed security. Asset backed securities may take the form of
commercial paper, notes, or pass through certificates. Asset backed
securities have prepayment risks. Like CMOs, asset backed securities may be
structured like Floaters, Inverse Floaters, IOs and POs.
BANK INSTRUMENTS
Bank instruments are unsecured interest bearing deposits with banks. Bank
instruments include bank accounts, time deposits, certificates of deposit
and banker's acceptances. Yankee instruments are denominated in U.S.
dollars and issued by U.S. branches of foreign banks. Eurodollar
instruments are denominated in U.S. dollars and issued by non-U.S. branches
of U.S. or foreign banks.
ZERO COUPON SECURITIES
Zero coupon securities do not pay interest or principal until final maturity
unlike debt securities that provide periodic payments of interest (referred
to as a coupon payment). Investors buy zero coupon securities at a price
below the amount payable at maturity. The difference between the purchase
price and the amount paid at maturity represents interest on the zero coupon
security. Investors must wait until maturity to receive interest and
principal, which increases the market and credit risks of a zero coupon
security.
There are many forms of zero coupon securities. Some are issued at a discount
and are referred to as zero coupon or capital appreciation bonds. Others are
created from interest bearing bonds by separating the right to receive the
bond's coupon payments from the right to receive the bond's principal due at
maturity, a process known as coupon stripping. Treasury STRIPs, IOs and POs
are the most common forms of stripped zero coupon securities. In addition,
some securities give the issuer the option to deliver additional securities
in place of cash interest payments, thereby increasing the amount payable at
maturity. These are referred to as pay-in-kind or PIK securities.
CONVERTIBLE SECURITIES
Convertible securities are fixed income securities that a Fund has the option to
exchange for equity securities at a specified conversion price. The option
allows the Fund to realize additional returns if the market price of the equity
securities exceeds the conversion price. For example, the Fund may hold fixed
income securities that are convertible into shares of common stock at a
conversion price of $10 per share. If the market value of the shares of common
stock reached $12, the Fund could realize an additional $2 per share by
converting its fixed income securities.
Convertible securities have lower yields than comparable fixed income
securities. In addition, at the time a convertible security is issued the
conversion price exceeds the market value of the underlying equity securities.
Thus, convertible securities may provide lower returns than non-convertible
fixed income securities or equity securities depending upon changes in the price
of the underlying equity securities. However, convertible securities permit the
Fund to realize some of the potential appreciation of the underlying equity
securities with less risk of losing its initial investment. The Equity Funds may
invest in commercial paper rated below investment grade. See "Risks Associated
with Non-investment Grade Securities" herein.
The Funds treat convertible securities as both fixed income and equity
securities for purposes of its investment policies and limitations, because of
their unique characteristics.
TAX EXEMPT SECURITIES
Tax exempt securities are fixed income securities that pay interest that is not
subject to regular federal income taxes. Typically, states, counties, cities and
other political subdivisions and authorities issue tax exempt securities. The
market categorizes tax exempt securities by their source of repayment.
VARIABLE RATE DEMAND INSTRUMENTS
Variable rate demand instruments are tax exempt securities that require the
issuer or a third party, such as a dealer or bank, to repurchase the security
for its face value upon demand. The securities also pay interest at a
variable rate intended to cause the securities to trade at their face value.
The Funds treat demand instruments as short-term securities, because their
variable interest rate adjusts in response to changes in market rates, even
though their stated maturity may extend beyond thirteen months.
FOREIGN SECURITIES
Foreign securities are securities of issuers based outside the United States.
The Funds consider an issuer to be based outside the United States if:
| it is organized under the laws of, or has a principal office located in,
another country;
| the principal trading market for its securities is in another country; or
| it (or its subsidiaries) derived in its most current fiscal year at least
50% of its total assets, capitalization, gross revenue or profit from goods
produced, services performed, or sales made in another country.
Foreign securities are primarily denominated in foreign currencies. Along with
the risks normally associated with domestic securities of the same type, foreign
securities are subject to currency risks and risks of foreign investing. Trading
in certain foreign markets is also subject to liquidity risks.
DEPOSITARY RECEIPTS
Depositary receipts represent interests in underlying securities issued by a
foreign company. Depositary receipts are not traded in the same market as the
underlying security. The foreign securities underlying American Depositary
Receipts (ADRs) are traded in the United States. ADRs provide a way to buy
shares of foreign-based companies in the United States rather than in
overseas markets. ADRs are also traded in U.S. dollars, eliminating the need
for foreign exchange transactions.
FOREIGN GOVERNMENT SECURITIES
Foreign government securities generally consist of fixed income securities
supported by national, state or provincial governments or similar political
subdivisions. Foreign government securities also include debt obligations of
supranational entities, such as international organizations designed or
supported by governmental entities to promote economic reconstruction or
development, international banking institutions and related government
agencies. Examples of these include, but are not limited to, the
International Bank for Reconstruction and Development (the World Bank), the
Asian Development Bank, the European Investment Bank and the Inter-American
Development Bank.
Foreign government securities also include fixed income securities of
quasi-governmental agencies that are either issued by entities owned by a
national, state or equivalent government or are obligations of a political
unit that are not backed by the national government's full faith and credit.
Further, foreign government securities include mortgage-related securities
issued or guaranteed by national, state or provincial governmental
instrumentalities, including quasi-governmental agencies.
DERIVATIVE CONTRACTS
Derivative contracts are financial instruments that require payments based upon
changes in the values of designated (or underlying) securities, currencies,
commodities, financial indices or other assets. Some derivative contracts (such
as futures, forwards and options) require payments relating to a future trade
involving the underlying asset. Other derivative contracts (such as swaps)
require payments relating to the income or returns from the underlying asset.
The other party to a derivative contract is referred to as a counterparty.
Many derivative contracts are traded on securities or commodities exchanges. In
this case, the exchange sets all the terms of the contract except for the price.
Investors make payments due under their contracts through the exchange. Most
exchanges require investors to maintain margin accounts through their brokers to
cover their potential obligations to the exchange. Parties to the contract make
(or collect) daily payments to the margin accounts to reflect losses (or gains)
in the value of their contracts. This protects investors against potential
defaults by the counterparty. Trading contracts on an exchange also allows
investors to close out their contracts by entering into offsetting contracts.
For example, the Fund could close out an open contract to buy an asset at a
future date by entering into an offsetting contract to sell the same asset on
the same date. If the offsetting sale price is more than the original purchase
price, the Fund realizes a gain; if it is less, the Fund realizes a loss.
Exchanges may limit the amount of open contracts permitted at any one time. Such
limits may prevent the Fund from closing out a position. If this happens, the
Fund will be required to keep the contract open (even if it is losing money on
the contract), and to make any payments required under the contract (even if it
has to sell portfolio securities at unfavorable prices to do so). Inability to
close out a contract could also harm the Fund by preventing it from disposing of
or trading any assets it has been using to secure its obligations under the
contract.
The Funds may also trade derivative contracts over-the-counter (OTC) in
transactions negotiated directly between the Fund and the counterparty. OTC
contracts do not necessarily have standard terms, so they cannot be directly
offset with other OTC contracts. In addition, OTC contracts with more
specialized terms may be more difficult to price than exchange traded contracts.
Depending upon how the Fund uses derivative contracts and the relationships
between the market value of a derivative contract and the underlying asset,
derivative contracts may increase or decrease a Fund's exposure to market and
currency risks, and may also expose the Fund to liquidity and leverage risks.
OTC contracts also expose the Fund to credit risks in the event that a
counterparty defaults on the contract.
The Government Securities Fund may trade in the following types of derivative
contracts.
FUTURES CONTRACTS
Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of an underlying asset at a specified
price, date, and time. Entering into a contract to buy an underlying asset is
commonly referred to as buying a contract or holding a long position in the
asset. Entering into a contract to sell an underlying asset is commonly
referred to as selling a contract or holding a short position in the asset.
Futures contracts are considered to be commodity contracts. Futures contracts
traded OTC are frequently referred to as forward contracts.
The Fund may buy/sell financial futures contracts.
OPTIONS
Options are rights to buy or sell an underlying asset for a specified price
(the exercise price) during, or at the end of, a specified period. A call
option gives the holder (buyer) the right to buy the underlying asset from
the seller (writer) of the option. A put option gives the holder the right to
sell the underlying asset to the writer of the option. The writer of the
option receives a payment, or premium, from the buyer, which the writer keeps
regardless of whether the buyer uses (or exercises) the option.
The Funds may:
| Buy call options on portfolio securities in anticipation of an increase in
the value of the underlying asset;
| Buy put options on portfolio securities in anticipation of a decrease in
the value of the underlying asset.
Each Fund may also write call options on all or any portion of its portfolio
securities and on financial or stock index futures contracts (as permitted)
to generate income from premiums, and in anticipation of a decrease or only
limited increase in the value of the underlying asset. If a call written by
the Fund is exercised, the Fund foregoes any possible profit from an increase
in the market price of the underlying asset over the exercise price plus the
premium received.
Each Fund may also write put options on all or a portion of its portfolio
securities and on financial or stock index futures contracts (as permitted)
to generate income from premiums, and in anticipation of an increase or only
limited decrease in the value of the underlying asset. In writing puts, there
is a risk that the Fund may be required to take delivery of the underlying
asset when its current market price is lower than the exercise price.
When the Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts.
INVESTMENT RATINGS FOR THE MONEY MARKET FUND
A nationally recognized rating service's two highest rating categories are
determined without regard for sub-categories and gradations. For example,
securities rated SP-1+, SP-1, or SP-2 by Standard & Poor's Ratings Group
("S&P"), MIG-1 or MIG-2 by Moody's Investors Service, Inc. ("Moody's"), or F-1+,
F-1, or F-2 by Fitch Investors Service, Inc. ("Fitch") are all considered rated
in one of the two highest short-term rating categories. The Money Market Funds
will follow applicable regulations in determining whether a security rated by
more than one rating service can be treated as being in one of the two highest
short-term rating categories; currently, such securities must be rated by two
rating services in one of their two highest rating categories. See "Regulatory
Compliance." SPECIAL TRANSACTIONS
REPURCHASE AGREEMENTS
Repurchase agreements are transactions in which the Fund buys a security from
a dealer or bank and agrees to sell the security back at a mutually agreed
upon time and price. The repurchase price exceeds the sale price, reflecting
the Fund's return on the transaction. This return is unrelated to the
interest rate on the underlying security. A Fund will enter into repurchase
agreements only with banks and other recognized financial institutions, such
as securities dealers, deemed creditworthy by the Adviser.
The Funds' custodian or subcustodian will take possession of the securities
subject to repurchase agreements. The Adviser or subcustodian will monitor
the value of the underlying security each day to ensure that the value of the
security always equals or exceeds the repurchase price.
Repurchase agreements are subject to credit risks.
REVERSE REPURCHASE AGREEMENTS
Reverse repurchase agreements are repurchase agreements in which the Fund is
the seller (rather than the buyer) of the securities, and agrees to
repurchase them at an agreed upon time and price. A reverse repurchase
agreement may be viewed as a type of borrowing by the Fund. Reverse
repurchase agreements are subject to credit risks. In addition, reverse
repurchase agreements create leverage risks because the Fund must repurchase
the underlying security at a higher price, regardless of the market value of
the security at the time of repurchase.
DELAYED DELIVERY TRANSACTIONS
Delayed delivery transactions, including when issued transactions, are
arrangements in which the Fund buys securities for a set price, with payment
and delivery of the securities scheduled for a future time. During the period
between purchase and settlement, no payment is made by the Fund to the issuer
and no interest accrues to the Fund. The Fund records the transaction when it
agrees to buy the securities and reflects their value in determining the
price of its shares. Settlement dates may be a month or more after entering
into these transactions so that the market values of the securities bought
may vary from the purchase prices. Therefore, delayed delivery transactions
create interest rate risks for the Fund. Delayed delivery transactions also
involve credit risks in the event of a counterparty default.
TO BE ANNOUNCED SECURITIES (TBAS)
As with other delayed delivery transactions, a seller agrees to issue a
TBA security at a future date. However, the seller does not specify the
particular securities to be delivered. Instead, the Fund agrees to accept
any security that meets specified terms. For example, in a TBA mortgage
backed transaction, the Fund and the seller would agree upon the issuer,
interest rate and terms of the underlying mortgages. The seller would not
identify the specific underlying mortgages until it issues the security.
TBA mortgage backed securities increase interest rate risks because the
underlying mortgages may be less favorable than anticipated by the Fund.
SECURITIES LENDING
The Fund may lend portfolio securities to borrowers that the Adviser deems
creditworthy. In return, the Fund receives cash or liquid securities from the
borrower as collateral. The borrower must furnish additional collateral if
the market value of the loaned securities increases. Also, the borrower must
pay the Fund the equivalent of any dividends or interest received on the
loaned securities.
The Fund will reinvest cash collateral in securities that qualify as an
acceptable investment for the Fund. However, the Fund must pay interest to
the borrower for the use of cash collateral.
Loans are subject to termination at the option of the Fund or the borrower.
The Fund will not have the right to vote on securities while they are on
loan, but it will terminate a loan in anticipation of any important vote. The
Fund may pay administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash collateral to
a securities lending agent or broker.
Securities lending activities are subject to interest rate risks and credit
risks.
ASSET COVERAGE
In order to secure its obligations in connection with derivatives contracts
or special transactions, the Fund will either own the underlying assets,
enter into an offsetting transaction or set aside readily marketable
securities with a value that equals or exceeds the Fund's obligations. Unless
the Fund has other readily marketable assets to set aside, it cannot trade
assets used to secure such obligations without entering into an offsetting
derivative contract or terminating a special transaction. This may cause the
Fund to miss favorable trading opportunities or to realize losses on
derivative contracts or special transactions.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Funds may invest its assets in securities of other investment companies,
including the securities of affiliated money market funds, as an efficient means
of carrying out their investment policies and managing any uninvested cash.
INVESTMENT RISKS
==============================================================================
There are many factors which may affect an investment in the Funds. The Funds'
principal risks are described in the prospectus. Additional risk factors are
outlined below.
LIQUIDITY RISKS
Trading opportunities are more limited for fixed income securities that have not
received any credit ratings, have received ratings below investment grade or are
not widely held.
Trading opportunities are more limited for CMOs that have complex terms or that
are not widely held. These features may make it more difficult to sell or buy a
security at a favorable price or time. Consequently, the Fund may have to accept
a lower price to sell a security, sell other securities to raise cash or give up
an investment opportunity, any of which could have a negative effect on the
Fund's performance. Infrequent trading of securities may also lead to an
increase in their price volatility.
Liquidity risk also refers to the possibility that the Fund may not be able to
sell a security or close out a derivative contract when it wants to. If this
happens, the Fund will be required to continue to hold the security or keep the
position open, and the Fund could incur losses.
OTC derivative contracts generally carry greater liquidity risk than
exchange-traded contracts.
CURRENCY RISKS
Exchange rates for currencies fluctuate daily. The combination of currency risk
and market risk tends to make securities traded in foreign markets more volatile
than securities traded exclusively in the U.S.
The Adviser attempts to manage currency risk by limiting the amount the Fund
invests in securities denominated in a particular currency. However,
diversification will not protect the Fund against a general increase in the
value of the U.S. dollar relative to other currencies.
EURO RISKS
The Euro is the new single currency of the European Monetary Union (EMU). With
the advent of the Euro, the participating countries in the EMU can no longer
follow independent monetary policies. This may limit these countries' ability to
respond to economic downturns or political upheavals, and consequently reduce
the value of their foreign government securities.
RISKS OF FOREIGN INVESTING
Foreign securities pose additional risks because foreign economic or political
conditions may be less favorable than those of the United States. Securities in
foreign markets may also be subject to taxation policies that reduce returns for
U.S. investors.
Foreign companies may not provide information (including financial statements)
as frequently or to as great an extent as companies in the United States.
Foreign companies may also receive less coverage than United States companies by
market analysts and the financial press. In addition, foreign countries may lack
uniform accounting, auditing and financial reporting standards or regulatory
requirements comparable to those applicable to U.S. companies. These factors may
prevent the Fund and its Adviser from obtaining information concerning foreign
companies that is as frequent, extensive and reliable as the information
available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or
may impose exchange controls, capital flow restrictions or repatriation
restrictions which could adversely affect the liquidity of a Fund's investments.
To the extent a Fund invests in foreign securities, its share price may be more
affected by foreign economic and political conditions, taxation policies, and
accounting and auditing standards than would otherwise be the case.
LEVERAGE RISKS
Leverage risk is created when an investment exposes the Fund to a level of risk
that exceeds the amount invested. Changes in the value of such an investment
magnify a Fund's risk of loss and potential for gain.
INTEREST RATE RISKS
Prices of fixed income securities rise and fall in response to changes in the
interest rate paid by similar securities. Generally, when interest rates rise,
prices of fixed income securities fall. However, market factors, such as the
demand for particular fixed income securities, may cause the price of certain
fixed income securities to fall while the prices of other securities rise or
remain unchanged.
Interest rate changes have a greater effect on the price of fixed income
securities with longer durations. Duration measures the price sensitivity of a
fixed income security to changes in interest rates.
CREDIT RISKS
Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, the Fund
will lose money.
Many fixed income securities receive credit ratings from services such as
Standard & Poor's and Moody's Investor Services, Inc. These services assign
ratings to securities by assessing the likelihood of issuer default. Lower
credit ratings correspond to higher credit risk. If a security has not received
a rating, the Fund must rely entirely upon the Adviser's credit assessment.
Fixed income securities generally compensate for greater credit risk by paying
interest at a higher rate. The difference between the yield of a security and
the yield of a U.S. Treasury security with a comparable maturity (the spread)
measures the additional interest paid for risk. Spreads may increase generally
in response to adverse economic or market conditions. A security's spread may
also increase if the security's rating is lowered, or the security is perceived
to have an increased credit risk. An increase in the spread will cause the price
of the security to decline.
Credit risk includes the possibility that a party to a transaction involving the
Fund will fail to meet its obligations. This could cause the Fund to lose the
benefit of the transaction or prevent the Fund from selling or buying other
securities to implement its investment strategy.
CALL RISKS
Call risk is the possibility that an issuer may redeem a fixed income security
before maturity (a call) at a price below its current market price. An increase
in the likelihood of a call may reduce the security's price.
If a fixed income security is called, the Fund may have to reinvest the proceeds
in other fixed income securities with lower interest rates, higher credit risks,
or other less favorable characteristics.
PREPAYMENT RISKS
Generally, homeowners have the option to prepay their mortgages at any time
without penalty. Homeowners frequently refinance high interest rate mortgages
when mortgage rates fall. This results in the prepayment of mortgage backed
securities with higher interest rates. Conversely, prepayments due to
refinancings decrease when mortgage rates increase. This extends the life of
mortgage backed securities with lower interest rates. Other economic factors can
also lead to increases or decreases in prepayments. Increases in prepayments of
high interest rate mortgage backed securities, or decreases in prepayments of
lower interest rate mortgage backed securities, may reduce their yield and
price. These factors, particularly the relationship between interest rates and
mortgage prepayments makes the price of mortgage backed securities more volatile
than many other types of fixed income securities with comparable credit risks.
Mortgage backed securities generally compensate for greater prepayment risk by
paying a higher yield. The difference between the yield of a mortgage backed
security and the yield of a U.S. Treasury security with a comparable maturity
(the spread) measures the additional interest paid for risk. Spreads may
increase generally in response to adverse economic or market conditions. A
security's spread may also increase if the security is perceived to have an
increased prepayment risk or perceived to have less market demand. An increase
in the spread will cause the price of the security to decline.
The Fund may have to reinvest the proceeds of mortgage prepayments in other
fixed income securities with lower interest rates, higher prepayment risks, or
other less favorable characteristics.
RISKS ASSOCIATED WITH COMPLEX CMOS
CMOs with complex or highly variable prepayment terms, such as companion
classes, IOs, POs, Inverse Floaters and residuals, generally entail greater
market, prepayment and liquidity risks than other mortgage backed securities.
For example, their prices are more volatile and their trading market may be more
limited.
FUNDAMENTAL INVESTMENT OBJECTIVES
==============================================================================
The Institutional Prime Money Market Fund's investment objective is to seek
current income with liquidity and stability of principal. The Institutional
Limited Duration U.S. Government Fund's investment objective is to seek current
income, with preservation of capital as a secondary objective. The Funds'
investment objectives are non-fundamental policies and may be changed without a
vote of the shareholders of the applicable Fund.
INVESTMENT LIMITATIONS - INSTITUTIONAL PRIME MONEY MARKET FUND AND
INSTITUTIONAL LIMITED DURATION U.S. GOVERNMENT FUND
===============================================================================
The following investment restrictions may be changed only by a vote of the
majority of the outstanding Shares of a Fund.
The Institutional Prime Money Market Fund will not:
1. Purchase securities of any one issuer, other than obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, if,
immediately after such purchase, more than 5% of the Fund's total assets would
be invested in such issuer or the Fund would hold more than 10% of the
outstanding voting securities of the issuer, except that 25% or less of the
Fund's total assets may be invested without regard to such limitations. There is
no limit to the percentage of assets that may be invested in U.S. Treasury
bills, notes, or other obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.
2. Purchase any securities which would cause more than 25% of the Fund's
total assets at the time of purchase to be invested in securities of one or more
issuers conducting their principal business activities in the same industry,
provided that (a) there is no limitation with respect to obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, and
repurchase agreements secured by obligations of the U.S. Government, its
agencies or instrumentalities; (b) there is no limitation with respect to
domestic bank certificates of deposit or bankers' acceptances, and repurchase
agreements secured by bank instruments; (c) wholly owned finance companies will
be considered to be in the industries of their parents if their activities are
primarily related to financing the activities of their parents; and (d)
utilities will be divided according to their services. For example, gas, gas
transmission, electric and gas, electric, and telephone will each be considered
a separate industry.
3. Borrow money or issue senior securities except that Fund may enter into
reverse repurchase agreements and may otherwise borrow money or issue senior
securities as and to the extent permitted by the 1940 Act or any rule, order or
interpretation thereunder. (The 1940 Act currently permits the Fund to borrow up
to one-third the value of its total assets at the time of such borrowing.) So
long as the Fund's borrowings, including reverse repurchase agreements and
dollar roll agreements, exceed 5% of such Fund's total assets, the Fund will not
acquire any portfolio securities.
4. Make loans, except that the Fund may purchase or hold debt instruments
and lend portfolio securities in accordance with its investment objective and
policies, make time deposits with financial institutions and enter into
repurchase agreements.
The following additional investment restriction may be changed without the
vote of a majority of the outstanding Shares of the Fund: the Fund will limit
investments in the securities of any single issuer (other than securities issued
or guaranteed by the U.S. Government, its agencies or instrumentalities and
repurchase agreements collateralized by such securities) to not more than 5% of
the value of its total assets at the time of purchase, except for 25% of the
value of their total assets which may be invested in First Tier Securities of
any one issuer for a period of up to three business days, in order to comply
with Securities and Exchange Commission regulations relating to money market
funds.
The following additional investment restriction may be changed without the
vote of a majority of the outstanding Shares of the Government Securities Fund:
The Government Securities Fund may not purchase or otherwise acquire any
security if, as a result, more than 10% of its net assets would be invested in
securities that are illiquid.
The Institutional Limited Duration U.S. Government Fund will not:
1. Purchase securities of any one issuer, other than obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, if,
immediately after such purchase, more than 5% of the Fund's total assets would
be invested in such issuer or the Fund would hold more than 10% of the
outstanding voting securities of the issuer, except that 25% or less of the
Fund's total assets may be invested without regard to such limitations. There is
no limit to the percentage of assets that may be invested in U.S. Treasury
bills, notes, or other obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.
2. Purchase any securities which would cause more than 25% of the Fund's
total assets at the time of purchase to be invested in securities of one or more
issuers conducting their principal business activities in the same industry,
provided that (a) there is no limitation with respect to obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, and
repurchase agreements secured by obligations of the U.S. Government, its
agencies or instrumentalities; (b) wholly owned finance companies will be
considered to be in the industries of their parents if their activities are
primarily related to financing the activities of their parents; and (c)
utilities will be divided according to their services (for example, gas, gas
transmission, electric and gas, electric, and telephone will each be considered
a separate industry).
In addition, the Government Securities will not:
1. Borrow money or issue senior securities except that the Fund may enter
into reverse repurchase agreements and may otherwise borrow money or issue
senior securities as and to the extent permitted by the 1940 Act or any rule,
order or interpretation thereunder. (The 1940 Act currently permits each Fund to
borrow up to one-third the value of its total assets at the time of such
borrowing.)
2. Make loans, except that the Fund may purchase or hold debt instruments
and lend portfolio securities in accordance with its investment objective and
policies, make time deposits with financial institutions and enter into
repurchase agreements.
The following additional investment restriction may be changed without the
vote of a majority of the outstanding Shares of a Fund: the Fund may not
purchase or otherwise acquire any security if, as a result, more than 15% of its
net assets would be invested in securities that are illiquid.
In addition to the investment restrictions set forth above, the Government
Securities Fund may not:
1. Purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases of portfolio securities, except as may be
necessary to make margin payments in connection with derivative securities
transactions, and except to the extent disclosed in the current prospectus or
statement of additional information of such Fund;
2. Underwrite the securities issued by other persons, except to the extent
that the Fund may be deemed to be an underwriter under certain securities laws
in the disposition of "restricted securities";
3. Purchase or sell real estate (although investments in marketable
securities of companies engaged in such activities and securities secured by
real estate or interests therein are not prohibited by this restriction); and
4. Purchase or sell commodities or commodities contracts, except to the
extent disclosed in the current prospectus or statement of additional
information of such Fund.
The following additional investment restrictions may be changed without the
vote of a majority of the outstanding Shares of the Money Market Fund and
the Government Securities Fund. Each Fund may not:
1. Purchase securities of other investment companies, except (a) in
connection with a merger, consolidation, acquisition or reorganization, and (b)
to the extent permitted by the 1940 Act, or pursuant to any exemptions
therefrom;
2. Mortgage or hypothecate the Fund's assets in excess of one-third of such
Fund's total assets.
3. The Money Market Fund may not engage in any short sales. However, the
Government Securities Fund may not engage in short sales of any securities at
any time if, immediately after and as a result of the short sale, the market
value of securities sold short by such Fund would exceed 25% of the value of
that Fund's total assets.
If any percentage restriction or requirement described above is satisfied
at the time of investment, a later increase or decrease in such percentage
resulting from a change in asset value will not constitute a violation of such
restriction or requirement. However, should a change in net asset value or other
external events cause a Fund's investments in illiquid securities to exceed the
limit set forth in this Statement of Additional Information for its investment
in illiquid securities, such Fund will act to cause the aggregate amount of such
securities to come within such limit as soon as reasonably practicable. In such
an event, however, no Fund would be required to liquidate any portfolio
securities where such Fund would suffer a loss on the sale of such securities.
PORTFOLIO TURNOVER
The portfolio turnover rate for Government Securities Fund is calculated
by dividing the lesser of a Fund's purchases or sales of portfolio securities
for the year by the monthly average value of the portfolio securities. The
Securities and Exchange Commission requires that the calculation exclude all
securities whose remaining maturities at the time of acquisition were one year
or less.
The portfolio turnover rates for the Government Securities for the fiscal
year or period ended April 30, 2000, was 519%:
The portfolio turnover rate for the Government Securities Fund may vary
greatly from year to year as well as within a particular year, and may also be
affected by cash requirements for redemptions of Shares. High portfolio turnover
rates will generally result in higher transaction costs, including brokerage
commissions, to the Government Securities Fund and may result in additional tax
consequences to a Fund's Shareholders. Portfolio turnover will not be a limiting
factor in making investment decisions.
REGULATORY COMPLIANCE
The Money Market Fund may follow non-fundamental operational policies that are
more restrictive than their fundamental investment limitations, as set forth in
the prospectus and this statement of additional information, in order to comply
with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940. In particular, the Money
Market Fund will comply with the various requirements of Rule 2a-7 (the Rule),
which regulates money market mutual funds. The Money Market Fund will determine
the effective maturity of their investments according to the Rule. The Money
Market Fund may change these operational policies to reflect changes in the laws
and regulations without the approval of their shareholders.
DETERMINING MARKET VALUE OF SECURITIES
===============================================================================
MONEY MARKET FUND
The Board has decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of the
Fund computed by dividing the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market prices and
estimates. In periods of rising interest rates, the opposite may be true. The
Fund's use of the amortized cost method of valuing portfolio instruments depends
on its compliance with certain conditions in Rule 2a-7 (the "Rule") promulgated
by the Securities and Exchange Commission under the Investment Company Act of
1940. Under the Rule, the Board must establish procedures reasonably designed to
stabilize the net asset value per share, as computed for purposes of
distribution and redemption, at $1.00 per share, taking into account current
market conditions and the Fund's investment objective. The procedures include
monitoring the relationship between the amortized cost value per share and the
net asset value per share based upon available indications of market value. The
Board will decide what, if any, steps should be taken if there is a difference
of more than 0.5 of 1% between the two values. The Board will take any steps
they consider appropriate (such as redemption in kind or shortening the average
portfolio maturity) to minimize any material dilution or other unfair results
arising from differences between the two methods of determining net asset value.
GOVERNMENT SECURITIES FUND
Market values of the Government Securities Fund's portfolio securities are
determined as follows:
for bonds and other fixed income securities, at the last sale price on a
national securities exchange, if available, otherwise, as determined by an
independent pricing service;
| futures contracts and options are valued at market values established by the
exchanges on which they are traded at the close of trading on such exchanges.
Options traded in the over-the-counter market are valued according to the mean
between the last bid and the last asked price for the option as provided by an
investment dealer or other financial institution that deals in the option. The
Board may determine in good faith that another method of valuing such
investments is necessary to appraise their fair market value;
for fixed income securities, according to the mean between bid and asked prices
as furnished by an independent pricing service, except that fixed income
securities with remaining maturities of less than 60 days at the time of
purchase may be valued at amortized cost; and
for all other securities at fair value as determined in good faith by the Board.
Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider institutional trading in
similar groups of securities, yield, quality, stability, risk, coupon rate,
maturity, type of issue, trading characteristics, and other market data or
factors. From time to time, when prices cannot be obtained from an independent
pricing service, securities may be valued based on quotes from broker-dealers or
other financial institutions that trade the securities.
TRADING IN FOREIGN SECURITIES
Trading in foreign securities may be completed at times which vary from the
closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund
values foreign securities at the latest closing price on the exchange on which
they are traded immediately prior to the closing of the NYSE. Certain foreign
currency exchange rates may also be determined at the latest rate prior to the
closing of the NYSE. Foreign securities quoted in foreign currencies are
translated into U.S. dollars at current rates. Occasionally, events that affect
these values and exchange rates may occur between the times at which they are
determined and the closing of the NYSE. If such events materially affect the
value of portfolio securities, these securities may be valued at their fair
value as determined in good faith by the Funds' Board, although the actual
calculation may be done by others.
WHAT DO SHARES COST?
===============================================================================
The Government Securities Fund's net asset value (NAV) per Share fluctuates and
is based on the market value of all securities and other assets of the Fund.
HOW ARE THE FUNDS SOLD?
=============================================================================
Under the Distributor's Contract with the Fund, the Distributor (Federated
Securities Corp.) offers Shares on a continuous, best-efforts basis.
SHAREHOLDER SERVICES
The Funds may pay M&T Bank for providing shareholder services and maintaining
shareholder accounts. M&T Bank may select others to perform these services for
their customers and may pay them fees.
SUPPLEMENTAL PAYMENTS
Investment professionals may be paid fees out of the assets of the Distributor
(but not out of Fund assets) or Adviser. The Distributor may be reimbursed by
the Adviser or its affiliates.
Investment professionals receive such fees for providing distribution-related or
shareholder services such as sponsoring sales, providing sales literature,
conducting training seminars for employees, and engineering sales-related
computer software programs and systems. Also, investment professionals may be
paid cash or promotional incentives, such as reimbursement of certain expenses
relating to attendance at informational meetings about the Fund or other special
events at recreational-type facilities, or items of material value. These
payments will be based upon the amount of Shares the investment professional
sells or may sell and/or upon the type and nature of sales or marketing support
furnished by the investment professional.
EXCHANGING SECURITIES FOR SHARES
==============================================================================
You may contact the Distributor to request a purchase of Shares in exchange for
securities you own. The Funds reserve the right to determine whether to accept
your securities and the minimum market value to accept. The Funds will value
your securities in the same manner as it values its assets. This exchange is
treated as a sale of your securities for federal tax purposes.
SUBACCOUNTING SERVICES
=============================================================================
Certain investment professionals may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent may charge a fee based on the level of subaccounting services
rendered. Investment professionals holding Shares in a fiduciary, agency,
custodial, or similar capacity may charge or pass through subaccounting fees as
part of or in addition to normal trust or agency account fees. They may also
charge fees for other services that may be related to the ownership of Shares.
This information should, therefore, be read together with any agreement between
the customer and the investment professional about the services provided, the
fees charged for those services, and any restrictions and limitations imposed.
REDEMPTION IN KIND
==============================================================================
Although each Fund intends to pay Share redemptions in cash, it reserves the
right, as described below, to pay the redemption price in whole or in part by a
distribution of a Fund's portfolio securities.
Because the Funds have elected to be governed by Rule 18f-1 under the Investment
Company Act of 1940, each Fund is obligated to pay Share redemptions to any one
shareholder in cash only up to the lesser of $250,000 or 1% of the net assets
represented by such Share class during any 90-day period.
Any Share redemption payment greater than this amount will also be in cash
unless the Funds' Board determines that payment should be in kind. In such a
case, the Fund will pay all or a portion of the remainder of the redemption in
portfolio securities, valued in the same way as the Fund determines its NAV. The
portfolio securities will be selected in a manner that the Funds' Board deems
fair and equitable and, to the extent available, such securities will be readily
marketable.
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving the portfolio securities and selling them before
their maturity could receive less than the redemption value of the securities
and could incur certain transaction costs.
ACCOUNT AND SHARE INFORMATION
==============================================================================
VOTING RIGHTS
Each Share of a Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote.
All Shares of the Trust have equal voting rights, except that in matters
affecting only a particular Fund or class, only Shares of that Fund or class are
entitled to vote.
Trustees may be removed by the Board or by shareholders at a special meeting. A
special meeting of shareholders will be called by the Board upon the written
request of shareholders who own at least 10% of the Trust's outstanding shares
of all series entitled to vote.
As of October __, 2000, the following shareholders owned of record,
beneficially, or both, 5% or more of outstanding Shares:
--------------------------------------------------------------------------
FUND SHAREHOLDER NAME PERCENTAGE OWNED
---------------------------
ADDRESS
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Institutional Prime Manufacturers & Traders 18.47%
Money Market Fund Bank, Buffalo, NY
(#1660231560-8) 9.54%
National Financial
Services Co., New York, NY 9.05%
Manufacturers & Traders
Bank, Buffalo, NY 16.61%
(#19008-8) 11.84%
Health Solutions Limited, 5.70%
Albany, NY 5.27%
Global Spec.com, Inc.,
Troy, NY
Osmose, Inc., Buffalo, NY
General Electric Credit
Equities, Inc.,
Albany, NY
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Institutional Limited SEI Trust Company, Oaks, PA 19.39%
Duration U.S. Government Krauss & Company, Buffalo, 17.59%
Fund NY 15.88%
Tice & Co., Buffalo, NY 14.32%
(#19015-6)
Manufacturers & Traders 13.66%
Bank,
Buffalo, NY (#19018-5)
Manufacturers & Traders
Bank, Buffalo, NY
(#136318492-1)
--------------------------------------------------------------------------
Shareholders owning 25% or more of outstanding Shares may be in control and be
able to affect the outcome of certain matters presented for a vote of
shareholders.
TAX INFORMATION
=============================================================================
FEDERAL INCOME TAX
Each Fund intends to meet requirements of Subchapter M of the Internal Revenue
Code applicable to regulated investment companies. If these requirements are not
met, it will not receive special tax treatment and will pay federal income tax.
Each Fund will be treated as a single, separate entity for federal income tax
purposes so that income earned and capital gains and losses realized by the
Trust's other portfolios will be separate from those realized by the Fund.
FOREIGN INVESTMENTS
If a Fund purchases foreign securities, their investment income may be subject
to foreign withholding or other taxes that could reduce the return on these
securities. Tax treaties between the United States and foreign countries,
however, may reduce or eliminate the amount of foreign taxes to which the Fund
would be subject. The effective rate of foreign tax cannot be predicted since
the amount of Fund assets to be invested within various countries is uncertain.
However, the Funds intend to operate so as to qualify for treaty-reduced tax
rates when applicable.
Distributions from a Fund may be based on estimates of book income for the year.
Book income generally consists solely of the coupon income generated by the
portfolio, whereas tax-basis income includes gains or losses attributable to
currency fluctuation. Due to differences in the book and tax treatment of
fixed-income securities denominated in foreign currencies, it is difficult to
project currency effects on an interim basis. Therefore, to the extent that
currency fluctuations cannot be anticipated, a portion of distributions to
shareholders could later be designated as a return of capital, rather than
income, for income tax purposes, which may be of particular concern to simple
trusts.
If a Fund invests in the stock of certain foreign corporations, they may
constitute Passive Foreign Investment Companies (PFIC), and the Fund may be
subject to Federal income taxes upon disposition of PFIC investments.
WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS?
===============================================================================
BOARD OF TRUSTEES
The Board is responsible for managing the Trust's business affairs and for
exercising all the Trust's powers except those reserved for the shareholders.
Information about each Board member is provided below and includes each
person's: name, address, birthdate, present position(s) held with the Trust,
principal occupations for the past five years and positions held prior to the
past five years, and total compensation received as a Trustee from the Trust for
its most recent fiscal year. The Trust is comprised of eight funds and is the
only investment company in the Fund Complex.
-------------------------------------------------------------- ------------
NAME PRINCIPAL OCCUPATIONS TOTAL
BIRTH DATE --FOR PAST FIVE YEARS COMPENSATION
ADDRESS FROM
POSITION WITH TRUST TRUST
RANDALL I. BENDERSON President and Chief Operating Officer, $8,000
570 Delaware Avenue Benderson Development Company, Inc.
Buffalo, NY (construction).
Birth date: January
12, 1955
TRUSTEE
-------------------------------------------------------------- ------------
JOSEPH J. CASTIGLIA Director, The Energy East Corp., and $8,000
Roycroft Campus its subsidiary New York State Electric
21 South Grove & Gas Corp.; Sevenson Environmental
Street, Suite 291 Services, Inc.; Blue Cross & Blue
East Aurora, NY Shield of Western New York, a division
14052 of HealthNow New York, Inc.; and
Birth date: July Former President, Chief Executive
20, 1934 Officer and Vice Chairman, Pratt &
Lambert United, Inc. (manufacturer of
TRUSTEE paints and chemical specialties).
---------------------
------------------------------------------ ------------
MARK J. CZARNECKI Executive Vice President, M&T Bank, $8,000
5122 Eastbrooke division head for M&T Banks investment
Place area, M&T Investment Group.
Williamsville, NY
14221
Birth date:
November 3, 1955
TRUSTEE
------------------------------------------ ------------
DANIEL R. GERNATT, President and CFO of Gernatt Asphalt $8,000
JR. Products, Inc.; Executive Vice
Richardson & Taylor President, Dan Gernatt Gravel
Hollow Roads Products, Inc.; Vice President,
Collins, NY Countryside Sand & Gravel, Inc.
Birth date: July
14, 1940
TRUST
-------------------------------------------------------------- ------------
GEORGE K. Retired President, Brand Name Sales, $7,500
HAMBLETON, JR. Inc. (catalog showroom business);
1003 Admiral's Walk Retired President, Hambleton & Carr,
Buffalo, NY Inc. (catalog showroom business).
Birth date:
February 8, 1933
TRUSTEE
-------------------------------------------------------------- ------------
EDWARD C. GONZALES President, Executive Vice President $0
Federated Investors and Treasurer of other funds
Tower distributed by Federated Securities
Pittsburgh, PA Corp.; Vice Chairman, Federated
Birth date: October Investors, Inc.; Trustee, Federated
22, 1930 Administrative Services; formerly:
Trustee or Director of other funds
PRESIDENT AND distributed by Federated Securities
TREASURER Corp.; CEO and Chairman, Federated
Administrative Services; Vice
President, Federated Investment
Management Company, Federated
Investment Counseling, Federated
Global Investment Management Corp.
and Passport Research, Ltd.; Director
and Executive Vice President,
Federated Securities Corp.; Director,
Federated Services Company; Trustee,
Federated Shareholder Services Company.
---
--------------------- ---------------------------------------- ------------
BETH S. BRODERICK Vice President, Mutual Fund Services $0
Federated Investors Division, Federated Services Company.
Tower
Pittsburgh, PA
Birth date: August
2, 1965
VICE PRESIDENT AND
ASSISTANT TREASURER
-------------------------------------------------------------- ------------
C. TODD GIBSON Corporate Counsel, Federated $0
Federated Investors Investors, Inc.; Assistant Vice
Tower President, Federated Administrative
Pittsburgh, PA Services.
Birth date: May 17,
1967
SECRETARY
-------------------------------------------------------------- ------------
As of October __, 2000 the Funds' Board and Officers as a group owned less than
1% of each Fund's outstanding Shares.
INVESTMENT ADVISER
The Adviser conducts investment research and makes investment decisions for the
Funds.
The Adviser shall not be liable to the Trust or any Fund shareholder for any
losses that may be sustained in the purchase, holding, or sale of any security
or for anything done or omitted by it, except acts or omissions involving
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
CODE OF ETHICS RESTRICTIONS ON PERSONAL TRADING
As required by SEC rules, the Funds, their Adviser, subadvisers and Distributor
have adopted codes of ethics. These codes govern securities trading activities
of investment personnel, Trustees, and certain other employees. Although they do
permit these people to trade in securities, including those that the Funds could
buy, they also contain significant safeguards designed to protect the Funds and
their shareholders from abuses in this area, such as requirements to obtain
prior approval for, and to report, particular transactions.
BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. The Adviser and sub-advisers will generally use those who are recognized
dealers in specific portfolio instruments, except when a better price and
execution of the order can be obtained elsewhere. The Adviser and sub-advisers
may select brokers and dealers based on whether they also offer research
services (as described below). In selecting among firms believed to meet these
criteria, the Adviser and sub-advisers may give consideration to those firms
which have sold or are selling Shares of the Fund and other funds distributed by
the Distributor and its affiliates. The Adviser and sub-advisers make decisions
on portfolio transactions and selects brokers and dealers subject to review by
the Funds' Board.
RESEARCH SERVICES
Research services may include advice as to the advisability of investing in
securities; security analysis and reports; economic studies; industry studies;
receipt of quotations for portfolio evaluations; and similar services. Research
services may be used by the Adviser or sub-advisers in advising other accounts.
To the extent that receipt of these services may replace services for which the
Adviser, the sub-advisers or their affiliates might otherwise have paid, it
would tend to reduce their expenses. The Adviser, the sub-advisers and their
affiliates exercise reasonable business judgment in selecting those brokers who
offer brokerage and research services to execute securities transactions. They
determine in good faith that commissions charged by such persons are reasonable
in relationship to the value of the brokerage and research services provided.
On October __, 2000, the Funds owned securities of the following regular
broker/dealers: Morgan Stanley Dean Witter & Company in the amount of $_________
and J.P. Morgan Securities, Inc. in the amount of $_______.
Investment decisions for the Funds are made independently from those of other
accounts managed by the Adviser. When the Funds and one or more of those
accounts invests in, or disposes of, the same security, available investments or
opportunities for sales will be allocated among the Fund and the account(s) in a
manner believed by the Adviser to be equitable. While the coordination and
ability to participate in volume transactions may benefit the Funds, it is
possible that this procedure could adversely impact the price paid or received
and/or the position obtained or disposed of by the Funds.
ADMINISTRATOR, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Administrative Services (FAS) provides the Funds with certain
administrative personnel and services necessary to operate the Funds.
Manufacturers and Traders Trust Company and Federated Services Company (FSC) and
its affiliate, Federated Shareholder Services Company (FSSC), a registered
transfer agent are Co-Administrators of the Trust and provide the Funds with
certain financial, administrative, transfer agency and fund accounting services.
FAS, FSC and FSSC are indirect wholly owned subsidiaries of Federated Investors,
Inc. These services are provided for an aggregate annual fee as specified below:
AVERAGE AGGREGATE DAILY NET
MAXIMUM FEE ----ASSETS OF THE VISION GROUP
OF FUNDS, INC.
0.140 of 1% on the first $1.4 billion
0.100 of 1% on the next $750 million
0.070 of 1% on assets in excess of
$2.15 billion
CUSTODIAN AND FUND ACCOUNTANT
-----------------------------------------------------------------------------
State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Funds. Foreign instruments purchased by a Fund are
held by foreign banks participating in a network coordinated by State Street
Bank. INDEPENDENT AUDITORS
The independent auditors for the Fund, Ernst & Young LLP, plans and performs its
audit so it may provide an opinion as to whether each Fund's financial
statements and financial highlights are free of material misstatement.
FEES PAID BY THE FUNDS FOR SERVICES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
=======================================================================================
----------------------------------------------------------------------------------------
ADVISORY FEE PAID/ BROKERAGE ADMINISTRATIVE
ADVISORY FEE WAIVED COMMISSIONS PAID FEE PAID/
ADMINISTRATIVE
FEE WAIVED
--------------------------------
------------------------------------------------------------------------
FUNDS FOR THE FISCAL YEAR ENDED FOR THE FISCAL FOR THE
APRIL 30, YEAR ENDED FISCAL YEAR
APRIL 30, ENDED
APRIL 30,
------------------------------------------------------------------------
------------------------------------------------------------------------
2000 1999 1998 2000 1999 1998 20001999 1998(B)
------------------------------------------------------------------------
----------------
INSTITUTIONAL
PRIME MONEY
MARKET FUND
----------------
----------------
INSTITUTIONAL
LIMITED
DURATION U.S.
GOVERNMENT FUND
------------------------------------------------------------------------------
HOW DO THE FUNDS MEASURE PERFORMANCE?
===============================================================================
</TABLE>
The Funds may advertise Share performance by using the Securities and Exchange
Commission's (SEC) standard method for calculating performance applicable to all
mutual funds. The SEC also permits this standard performance information to be
accompanied by non-standard performance information.
Share performance reflects the effect of non-recurring charges, such as maximum
sales charges, which, if excluded, would increase the total return and yield.
The performance of Shares depends upon such variables as: portfolio quality;
average portfolio maturity; type and value of portfolio securities; changes in
interest rates; changes or differences in a Fund's or any class of Shares'
expenses; and various other factors.
Share performance fluctuates on a daily basis largely because net earnings
fluctuate daily. Both net earnings and offering price per Share are factors in
the computation of yield and total return.
TOTAL RETURN
Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.
The average annual total return for Shares is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of Shares owned at the end of the period by
the NAV per Share at the end of the period. The number of Shares owned at the
end of the period is based on the number of Shares purchased at the beginning of
the period with $1,000, less any applicable sales charge, adjusted over the
period by any additional Shares, assuming the annual reinvestment of all
dividends and distributions.
When Shares of a Fund are in existence for less than a year, the Fund may
advertise cumulative total return for that specific period of time, rather than
annualizing the total return.
YIELD
The yield of Shares of the Government Securities Fund are calculated by
dividing: (i) the net investment income per Share earned by the Shares over a
30-day period; by (ii) the maximum offering price per Share on the last day of
the period. This number is then annualized using semi-annual compounding. This
means that the amount of income generated during the 30-day period is assumed to
be generated each month over a 12-month period and is reinvested every six
months.
The yield of Shares of the Money Market Fund are based upon the seven days
ending on the day of the calculation, called the "base period." This yield is
calculated by: determining the net change in the value of a hypothetical account
with a balance of one Share at the beginning of the base period, with the net
change excluding capital changes but including the value of any additional
Shares purchased with dividends earned from the original one Share and all
dividends declared on the original and any purchased Shares; dividing the net
change in the account's value by the value of the account at the beginning of
the base period to determine the base period return; and multiplying the base
period return by 365/7. The effective yield of the Money Market Funds is
calculated by compounding the unannualized base-period return by: adding one to
the base-period return, raising the sum to the 365/7th power; and subtracting
one from the result. The yield does not necessarily reflect income actually
earned by Shares because of certain adjustments required by the SEC and,
therefore, may not correlate to the dividends or other distributions paid to
shareholders.
To the extent investment professionals and broker/dealers charge fees in
connection with services provided in conjunction with an investment in Shares,
the Share performance is lower for shareholders paying those fees.
AVERAGE ANNUAL TOTAL RETURNS AND YIELD*
---------------------------------------------
FOR THE INSTITUTIONAL INSTITUTIONAL
FOLLOWING PRIME MONEY LIMITED
PERIODS ENDED MARKET FUND DURATION U.S.
APRIL 30, 2000 GOVERNMENT
FUND
---------------------------------------------
TOTAL RETURN
---------------------------------------------
----------------
1 Year
---------------------------------------------
---------------------------------------------
5 Years % %
---------------------------------------------
---------------------------------------------
Start of % %
performance
---------------------------------------------
---------------------------------------------
YIELD
---------------------------------------------
---------------------------------------------
7-day period
---------------------------------------------
---------------------------------------------
30-day period
---------------------------------------------
---------------------------------------------
EFFECTIVE YIELD % %
---------------------------------------------
---------------------------------------------
7-day period
---------------------------------------------
---------------------------------------------
% %
---------------------------------------------
Start of performance dates for the Prime Institutional Money Market Fund and
Limited Duration Government Securities Fund are October 7, 1996 and October 31,
1995, respectively.
PERFORMANCE COMPARISONS
Advertising and sales literature may include:
references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;
charts, graphs and illustrations using the Funds' returns, or returns in
general, that demonstrate investment concepts such as tax-deferred
compounding, dollar-cost averaging and systematic investment;
discussions of economic, financial and political developments and their
impact on the securities market, including the portfolio manager's views on
how such developments could impact the Funds; and
information about the mutual fund industry from sources such as the
Investment Company Institute.
The Funds may compare their performance, or performance for the types of
securities in which they invest, to a variety of other investments, including
federally insured bank products such as bank savings accounts, certificates of
deposit, and Treasury bills.
The Funds may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.
You may use financial publications and/or indices to obtain a more complete view
of Share performance. When comparing performance, you should consider all
relevant factors such as the composition of the index used, prevailing market
conditions, portfolio compositions of other funds, and methods used to value
portfolio securities and compute offering price. The financial publications
and/or indices which the Funds use in advertising may include:
| LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes
the reinvestment of all capital gains distributions and income dividends
and takes into account any change in net asset value over a specific period
of time. From time to time, the Government Fund and the NY Municipal Income
Fund will quote their Lipper rankings in the "General U.S. Government
Funds" and the "New York Municipal Bond Funds" categories, respectively, in
advertising and sales literature. (All Funds)
| LEHMAN BROTHERS GOVERNMENT (LT) INDEX is an index composed of bonds issued
by the U.S. government or its agencies which have at least $1 million
outstanding in principal and which have maturities of ten years or longer.
Index figures are total return figures calculated monthly. (Government
Securities Fund)
| LEHMAN BROTHERS GOVERNMENT/CORPORATE TOTAL INDEX is comprised of
approximately 5,000 issues which include non-convertible bonds publicly
issued by the U.S. government or its agencies; corporate bonds guaranteed
by the U.S. government and quasi-federal corporations; and publicly issued,
fixed-rate, non-convertible domestic bonds of companies in industry, public
utilities, and finance. Tracked by Lehman Brothers, the index has an
average maturity of nine years. It calculates total returns for one month,
three months, twelve months, and ten year periods, and year-to-date.
(Government Securities Fund)
| LEHMAN BROTHERS AGGREGATE BOND INDEX is a total return index measuring both
the capital price changes and income provided by the underlying universe of
securities, weighted by market value outstanding. The Aggregate Bond Index
is comprised of the Lehman Brothers Government Bond Index, Corporate Bond
Index, Mortgage-Backed Securities Index and the Yankee Bond Index. These
indices include: U.S. Treasury obligations, including bonds and notes; U.S.
agency obligations, including those of the Farm Credit System, including
the National Bank for Cooperatives and Banks for Cooperatives; foreign
obligations, U.S. investment-grade corporate debt and mortgage-backed
obligations. All corporate debt included in the Aggregate Bond Index has a
minimum rating of BBB by S&P or Fitch, or a minimum rating of Baa by
Moody's. (Government Securities Fund)
| MERRILL LYNCH CORPORATE AND GOVERNMENT INDEX is an unmanaged index
comprised of approximately 4,821 issues which include corporate debt
obligations rated BBB or better and publicly issued, non-convertible
domestic debt of the U.S. government or any agency thereof. These quality
parameters are based on composites of ratings assigned by Standard and
Poor's Ratings Group and Moody's Investors Service, Inc. Only notes and
bonds with a minimum maturity of one year are included. (Government
Securities Fund)
| AMEX MARKET less than $10 million at the start and at the close of the
performance measurement period. Corporate instruments must be rated by S&P
or by Moody's as investment grade issues (i.e., BBB/Baa or better).
(Government Securities Fund)
| MERRILL LYNCH DOMESTIC MASTER INDEX includes issues which must be in the
form of publicly placed, nonconvertible, coupon-bearing domestic debt and
must carry a term to maturity of at least one year. Par amounts outstanding
must be no less than $10 million at the start and at the close of the
performance measurement period. The Domestic Master Index is a broader
index than the Merrill Lynch Corporate and Government Index and includes,
for example, mortgage related securities. The mortgage market is divided by
agency, type of mortgage and coupon and the amount outstanding in each
agency/type/coupon subdivision must be no less than $200 million at the
start and at the close of the performance measurement period. Corporate
instruments must be rated by S&P or by Moody's as investment grade issues
(i.e., BBB/Baa or better). (Government Securities Fund)
| SALOMON BROTHERS AAA-AA CORPORATE INDEX calculates total returns of
approximately 775 issues which include long-term, high grade domestic
corporate taxable bonds, rated AAA-AA with maturities of twelve years or
more and companies in industry, public utilities, and finance. (Government
Securities Fund)
| SALOMON BROTHERS LONG-TERM HIGH GRADE CORPORATE BOND INDEX is an unmanaged
index of long-term high grade corporate bonds issued by U.S. corporations
with maturities ranging from 10 to 20 years. (Government Securities Fund)
| LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/CORPORATE BOND INDEX is an
unmanaged index comprised of all the bonds issued by the Lehman Brothers
Government/Corporate Bond Index with maturities between 1 and 9.99 years.
Total return is based on price appreciation/depreciation and income as a
percentage of the original investment. Indices are rebalanced monthly by
market capitalization.
(Government Securities Fund)
| THE SALOMON BROTHERS TOTAL RATE-OF-RETURN INDEX for mortgage pass-through
securities reflects the entire mortgage pass-through market and reflects
their special characteristics. The index represents data aggregated by
mortgage pool and coupon within a given sector. A market-weighted portfolio
is constructed considering all newly created pools and coupons. (Government
Securities Fund)
| THE MERRILL LYNCH TAXABLE BOND INDICES include U.S. Treasury and agency
issues and were designed to keep pace with structural changes in the fixed
income market. The performance indicators capture all rating changes, new
issues, and any structural changes of the entire market. (Government
Securities Fund)
| LEHMAN BROTHERS GOVERNMENT INDEX is an unmanaged index comprised of all
publicly issued, non-convertible domestic debt of the U.S. government, or
any agency thereof, or any quasi-federal corporation and of corporate debt
guaranteed by the U.S. government. Only notes and bonds with a minimum
outstanding principal of $1 million and a minimum maturity of one year are
included. (Government Securities Fund)
| CONSUMER PRICE INDEX is generally considered to be a measure of inflation.
(All Funds)
| SALOMON 30-DAY TREASURY BILL INDEX is a weekly quote of the most
representative yields for selected securities issued by the U.S. Treasury
maturing in 30 days.
| BANK RATE MONITOR NATIONAL INDEX, Miami Beach, Florida, is a financial
reporting service which publishes weekly average rates of 50 leading banks
and thrift institution money market deposit accounts. The rates published
in the index are an average of the personal account rates offered on the
Wednesday prior to the date of publication by ten of the largest banks and
thrifts in each of the five largest Standard Metropolitan Statistical
Areas. Account minimums range upward from $2,500 in each institution and
compounding methods vary. If more than one rate is offered, the lowest rate
is used. Rates are subject to change at any time specified by the
institution.
| DONOGHUE'S MONEY FUND REPORT publishes annualized yields of hundreds of
money market funds on a weekly basis and through its MONEY MARKET INSIGHT
publication reports monthly and year-to-date investment results for the
same money funds.
| MORNINGSTAR, INC., an independent rating service, is the publisher of the
bi-weekly MUTUAL FUND VALUES. MUTUAL FUND VALUES rates more than l,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for
two weeks. (All Funds)
From time to time, the Money Market Fund will quote their Lipper rankings in the
"money market instrument funds" category in advertising and sales literature.
Investors may use such a reporting service in addition to the Funds'
prospectuses to obtain a more complete view of the Funds' performance before
investing. Of course, when comparing Fund performance to any reporting service,
factors such as composition of the reporting service and prevailing market
conditions should be considered in assessing the significance of such
comparisons.
Advertising and other promotional literature may include charts, graphs and
other illustrations using the Funds' returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, a Fund can compare
its performance, or performance for the types of securities in which it invests,
to a variety of other investments, such as federally insured bank products,
including time deposits, bank savings accounts, certificates of deposit, and
Treasury bills, and to money market funds using the Lipper Analytical Services
money market instruments average. Unlike federally insured bank products, the
Shares of the Funds are not insured. Unlike money market funds, which attempt to
maintain a stable net asset value, the net asset value of the Income and Equity
Funds' Shares fluctuates. Advertisements may quote performance information which
does not reflect the effect of any applicable sales charges.
MUTUAL FUND MARKET
Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $5 trillion to the more than 7,300 funds available according
to the Investment Company Institute.
FINANCIAL INFORMATION
(To be filed by Amendment)
INVESTMENT RATINGS
STANDARD AND POOR'S
LONG-TERM DEBT RATING DEFINITIONS
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher-rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.
BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.
B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.
CCC--Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B rating.
CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.
C--The rating C typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.
COMMERCIAL PAPER (CP) RATINGS
An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A Standard & Poor's (S&P) note rating reflects the liquidity concerns and market
access risks unique to notes. SP-1--Very strong or strong capacity to pay
principal and interest. Those issues determined to possess overwhelming safety
characteristics will be given a plus sign (+) designation.
SP-2--Satisfactory capacity to pay principal and interest.
VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of their
provisions a variable rate demand feature. The first rating (long-term rating)
addresses the likelihood of repayment of principal and interest when due, and
the second rating (short-term rating) describes the demand characteristics.
Several examples are AAA/A-1+, AA/A-1+, A/A-1. (The definitions for the
long-term and the short-term ratings are provided below.)
MOODY'S INVESTORS SERVICE, INC.
LONG-TERM BOND RATING DEFINITIONS
AAA--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as gilt
edged. Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
AA--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
BAA--Bonds which are rated Baa are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
BA--Bonds which are Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.
B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
CAA--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
CA--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
C--Bonds which are rated C are the lowest-rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
COMMERCIAL PAPER RATINGS
P-1--Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics: leading
market positions in well established industries, high rates of return on funds
employed, conservative capitalization structure with moderate reliance on debt
and ample asset protection, broad margins in earning coverage of fixed financial
charges and high internal cash generation, well-established access to a range of
financial markets and assured sources of alternate liquidity.
P-2--Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG). (See below.) The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the relative
investment qualities of short-term obligations may be evaluated.
MIG1--This designation denotes best quality. There is present strong protection
by established cash flows, superior liquidity support or demonstrated broad
based access to the market for refinancing.
MIG2--This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.
VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the use
of the VMIG symbol to reflect such characteristics as payment upon periodic
demand rather than fixed maturity dates and payment relying on external
liquidity. In this case, two ratings are usually assigned, (for example,
Aaa/VMIG-1); the first representing an evaluation of the degree of risk
associated with scheduled principal and interest payments, and the second
representing an evaluation of the degree of risk associated with the demand
feature. The VMIG rating can be assigned a 1 or 2 designation using the same
definitions described above for the MIG rating.
FITCH IBCA, INC./FITCH INVESTORS SERVICE, L.P.
LONG-TERM DEBT RATING DEFINITIONS
AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.
A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.
BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.
B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.
CCC--Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.
CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.
C--Bonds are imminent default in payment of interest or principal.
SHORT-TERM DEBT RATING DEFINITIONS
F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance for timely payment, only slightly less in degree than issues rated
F-1+.
F-2--Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not as great
as for issues assigned F-1+ and F-1 ratings.
COMMERCIAL PAPER RATING DEFINITIONS
FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.
FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.
LONG-TERM DEBT RATINGS
NR--Indicates that both the bonds and the obligor or credit enhancer are not
currently rated by S&P or Moody's with respect to short-term indebtedness.
However, management considers them to be of comparable quality to securities
rated A-1 or P-1.
NR(1)--The underlying issuer/obligor/guarantor has other outstanding debt rated
AAA by S&P or Aaa by Moody's.
NR(2)--The underlying issuer/obligor/guarantor has other outstanding debt rated
AA by S&P or Aa by Moody's.
NR(3)--The underlying issuer/obligor/guarantor has other outstanding debt rated
A by S&P or Moody's.
OTHER CONSIDERATIONS
Among the factors considered by Moody's in assigning bond, note and commercial
paper ratings are the following: (i) evaluation of the management of the issuer;
(ii) economic evaluation of the issuer's industry or industries and an appraisal
of speculative-type risks which may be inherent in certain areas; (iii)
evaluation of the issuer's products in relation to competition and customer
acceptance; (iv) liquidity; (v) amount and quality of long-term debt; (vi) trend
of earnings over a period of 10 years; (vii) financial strength of a parent
company and the relationships which exist with the issuer; and (viii)
recognition by management of obligations which may be present or may arise as a
result of public interest questions and preparations to meet such obligations.
Among the factors considered by S&P in assigning bond, note and commercial paper
ratings are the following: (i) trend of earnings and cash flow with allowances
made for unusual circumstances, (ii) stability of the issuer's industry, (iii)
the issuer's relative strength and position within the industry and (iv) the
reliability and quality of management.
ADDRESSES
VISION INSTITUTIONAL PRIME MONEY MARKET FUND
VISION INSTITUTIONAL LIMITED DURATION U.S. GOVERNMENT FUND
DISTRIBUTOR
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Tower
Pittsburgh, PA 15222-3779
INVESTMENT ADVISER
Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, NY 14203
ADMINISTRATOR
Federated Administrative Services
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
CO-ADMINISTRATOR
Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, NY 14203
Federated Services Company
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
CUSTODIAN
State Street Bank and Trust Company
P.O. Box 8609
Boston, MA 02266-8609
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600
INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072
PART C. OTHER INFORMATION.
Item 23.
(a) (i) Conformed copy of Amended Articles of Incorporation of the Registrant;
21
(ii) Conformed copy of Articles Supplementary; 8
(iii) Conformed copy of Articles Supplementary dated May 29, 1996; 15
(iv) Conformed copy of Articles Supplementary dated April 20, 1998; 21
(v) Conformed Copy of Articles of Amendment effective June 1, 1999; 25
(vi) Conformed Copy of Articles Supplementary effective June 1, 1999; 25
(vii) Conformed copy of Articles Supplementary, dated June 21, 1999; 30
(viii) Conformed copy of Certificate of Correction, dated August 3, 1999;
30
(ix) Conformed copy of Articles of Amendment, dated August 2, 1999; 30
(x) Conformed copy of Articles Supplementary, dated August 2, 1999; 30
(xi) Conformed copy of Articles of Amendment, dated October 14, 1999; 30
(xii) Conformed copy of Articles Supplementary, dated June 1, 2000; 30
(xiii) Form of Agreement and Declaration of Trust of Vision Group of Funds,
a Delaware Business Trust (reorganization of Registrant); +
(xiv)Form of Certificate of Trust of Vision Group of Funds, a Delaware
Business Trust (reorganization of Registrant); +
(b) (i) Copy of By-Laws of the Registrant; 11
(ii) Copy of Amendment No. 1 to Bylaws; 21
(iii)Copy of By-Laws of Vision Group of Funds, a Delaware Business Trust
(reorganization of Registrant); +
(c) (i) Copy of Specimen Certificate for Shares of Capital Stock of the
Registrant; 8
(ii) Copy of Specimen Certificate for Shares of Capital Stock of the Vision
Capital Appreciation Fund; 15
(d) (i) Conformed copy of Investment Advisory Contract of the Registrant; 9
(ii) Conformed copy of Sub-advisory Agreement for the Vision New York
Tax-Free Money Market Fund; 23
(iii) Conformed copy of Exhibit B to Investment Advisory Contract; 14
(iv) Conformed copy of Exhibit C to Investment Advisory Contract; 19
(v) Conformed copy of Investment Advisory Contract for the Vision New York
Tax-Free Money Market Fund including Exhibit A; 23
+ All Exhibits have been filed electronically.
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed September 3, l993. (File Nos. 33-20673
and 811-5514)
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed December 27, 1993 (File Nos. 33-20673
and 811-5514)
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 on Form N-1A filed June 27, 1994. (File Nos. 33-20673 and
811-5514)
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 on Form N-1A filed June 27, 1996. (File Nos. 33-20673 and
811-5514)
15. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 24 on Form N-1A filed December 20, 1996. (File Nos. 33-20673
and 811-5514)
19. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 29 on Form N-1A filed September 24, 1997 (File Nos. 33-20673
and 811-5514)
21. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 31 on Form N-1A filed April 22, 1998 (File Nos. 33-20673 and
811-5514)
23. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 34 on Form N-1A filed March 12, 1999, (File Nos. 33-20673 and
811-5514)
25. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 37 on Form N-1A filed June 23, 1999, (File Nos. 33-20673 and
811-5514)
30. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 42 on Form N-1A filed June 28, 2000, (File Nos. 33-20673 and
811-5514)
(vi) Conformed copy of Exhibit D to the Investment Advisory Contract; 28
(vii) Conformed copy of Exhibit E to the Investment Advisory Contract;
28
(viii)Conformed copy of Assignment of Sub-Advisory Agreement for Vision
New York Tax-Free Money Market Fund; 28
(ix) Conformed copy of Subadvisory Agreement for the Vision Mid Cap Stock
Fund; 28
(x) Conformed copy of Subadvisory Agreement for the Vision Large Cap
Growth Fund. 29
(e) (i) Conformed copy of Distributor's Contract of the Registrant; 9
(ii) Conformed copy of Exhibit C to Distributor's Contract; 14
(iii) Conformed copy of Exhibit D to the Distributor's Contract; 20
(iv) Conformed copy of Exhibit E to the Distributor's Contract; 22
(v) Conformed Copy of Exhibit F to the Distributor's Contract; 25
(vi) Conformed Copy of Exhibits G & H to the Distributor's Contract; 26
(vii)Conformed copy of Administrative Services Agreement of the
Registrant; 9
(viii) Conformed copy of Shareholder Services Plan of Registrant; 9
(ix) Conformed copy of Exhibit A to Amended and Restated Shareholder
Services Plan; 22
(x) Conformed copy of Amendment #2 to Exhibit A to Amended and Restated
Shareholder Services Plan; 26
(xi) Conformed copy of Amended and Restated Shareholder Services Agreement;
13
(xii)Copy of Amendment No. 1 to Exhibit A to Shareholder Services
Agreement; 14
(xiii) Conformed Copy of Amendment No. 2 to Exhibit A to Shareholder
Services Agreement; 28
(xiv)Conformed copy of Amendment No. 1 to Exhibit A to Amended and
Restated Shareholder Services Plan; 24
(xv) Conformed copy of Amendment No. 3 to Exhibit A to Shareholder Services
Agreement; 28
(xvi)Conformed copy of Amendment No. 4 to Exhibit A to Shareholder
Services Agreement; 28
(xvii) Conformed copy of Exhibit I to the Distributor's Contract; 28
(xviii) Conformed copy of Amendment No. 3 to Exhibit A to Amended and
Restated Shareholder Services Plan. 28
(f) Not applicable;
+ All Exhibits have been filed electronically.
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed December 27, 1993 (File Nos. 33-20673
and 811-5514)
13. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 on Form N-1A filed May 3, 1996. (File Nos. 33-20673 and
811-5514)
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 on Form N-1A filed June 27, 1996. (File Nos. 33-20673 and
811-5514)
20. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed December 22, 1997. (File Nos. 33-20673
and 811-5514)
22. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 32 on Form N-1A filed July 8, 1998. (File Nos. 33-20673 and
811-5514)
24. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 36 on Form N-1A filed June 11, 1999, (File Nos. 33-20673 and
811-5514)
25. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 37 on Form N-1A filed June 23, 1999, (File Nos. 33-20673 and
811-5514)
26. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 38 on Form N-1A filed August 20, 1999, (File Nos. 33- 20673
and 811-5514)
28. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 40 on Form N-1A filed February 29, 2000 (File Nos. 33- 20673
and 811-5514)
29. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 41 on Form N-1A filed April 14, 2000 (File Nos. 33- 20673 and
811-5514)
(g) (i) Conformed copy of Custodian Agreement of the Registrant; 12
(ii) Copy of Amendment No. 2 to Exhibit A to Custodian Contract; 14
(iii) Copy of Amendment No. 3 to Exhibit A to Custodian Contract; 18
(iv) Conformed copy of State Street Domestic Custody Fee Schedule; 20
(v) Conformed copy of Amendment No. 4 to Exhibit A to Custodian Contract;
25
(vi) Conformed copy of Amendment No. 5 to Exhibit A to Custodian Contract;
26
(h) (i) Conformed copy of Agreement for Fund Accounting Services and Transfer
Agency Services; 16
(ii) Copy of Exhibit 1 to Agreement for Fund Accounting Services and Transfer
Agency Services; 18
(iii)Conformed copy of Amendment to Administrative Services Agreement and the
Agreement for Fund Accounting Services and Transfer Agency Services; 20
(iv) Conformed copy of Amendment No. 1 to Exhibit 1 to Agreement for Fund
Accounting Services and Transfer Agency Services; 22
(v) Conformed copy of Amendment #2 to Exhibit 1 to the Agreement for Fund
Accounting Services and Transfer Agency Services; 24
(vi) Conformed copy of Amendment #3 to Exhibit 1 to the Agreement for Fund
Accounting Services and Transfer Agency Services; 26
(vii) Conformed copy of Recordkeeping Agreement including exhibits A-C; 23
(viii) Conformed copy of Amendment #1 to Exhibit A to the Recordkeeping
Agreement; 28
(ix) Conformed copy of Sub-Transfer Agency Agreement; 23
(x) Conformed copy of Amendment No. 1 to Exhibit A of the Sub-Transfer Agency
Agreement; 26
(xi) Conformed copy of Amendment No. 2 to Exhibit A to the Recordkeeping
Agreement; 27
(xii)Conformed copy of Amendment No. 4 to Exhibit 1 to the Agreement for Fund
Accounting Services and Transfer Agency Services. 28
(xiii) Conformed copy of Amendment No. 2 to Exhibit A to the Sub-Transfer Agency
Agreement; 30
(xiv) Copy of Exhibit B to the Sub-Transfer Agency Agreement; 30
+ All Exhibits have been filed electronically.
12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 20 on Form N-1A filed June 26, 1995. (File Nos. 33-20673 and
811-5514)
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 on Form N-1A filed June 27, 1996. (File Nos. 33-20673 and
811-5514)
16. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 26 on Form N-1A filed June 20, 1997. (File Nos. 33-20673 and
811-5514)
18. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed August 6, 1997. (File Nos. 33-20673 and
811-5514)
20. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed December 22, 1997. (File Nos. 33-20673
and 811-5514)
22. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 32 on Form N-1A filed July 8, 1998. (File Nos. 33-20673 and
811-5514)
23. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 34 on Form N-1A filed March 12, 1999, (File Nos. 33-20673 and
811-5514)
24. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 36 on Form N-1A filed June 11, 1999, (File Nos. 33-20673 and
811-5514)
25. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 37 on Form N-1A filed June 23, 1999, (File Nos. 33-20673 and
811-5514)
26. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 38 on Form N-1A filed August 20, 1999, (File Nos. 33-20673
and 811-5514)
27. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 39 on Form N-1A filed October 21, 1999, (File Nos. 33-20673
and 811-5514)
28. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 40 on Form N-1A filed February 29, 2000 (File Nos. 33- 20673
and 811-5514)
30. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 42 on Form N-1A filed June 28, 2000, (File Nos. 33-20673 and
811-5514)
(i) Conformed copy of Opinion and Consent of Counsel as to legality
of shares being registered; 11
(j) Not applicable;
(k) Not applicable;
(l) Conformed copy of Initial Capital Understanding; 11
(m) (i)Copy of Rule 12b-1 Plan; 7
(ii) Conformed copy of 12b-1 Plan for Class B Shares and Exhibit
A; 26
(iii) Conformed copy of Exhibit B to Rule 12b-1 Plan; 14
(iv) Conformed copy of Exhibit C to Rule 12b-1 Plan; 20
(v)Conformed copy of Exhibit D to Rule 12b-1 Agreement; 22
(vi) Copy of Rule 12b-1 Agreement; 7
(vii) Copy of Exhibit B to Rule 12b-1 Agreement; 14
(viii) Copy of Exhibit C to Rule 12b-1 Agreement; 18
(ix)Amended and Restated Plan with conformed copy of Exhibit D;
22
(x) Copy of Dealer (Sales) Agreement; 7
(xi) Conformed copy of Exhibit E to Rule 12b-1 Plan; 24
(xii) Conformed copy of Exhibit F to Rule 12b-1 Plan; 26
(xiii) Conformed copy of Exhibit B to the Class B Shares Rule
12b-1 Plan; 28
(n) (i) Conformed copy of the Registrant's Multiple Class Plan with conformed
copies of Exhibits A and B;22
(ii) Conformed copy of Exhibit C to the Multiple Class Plan; 26 (iii) Conformed
copy of Exhibit D to the Multiple Class Plan; 28
(o) Conformed copy of Power of Attorney; +
(p) (i) Copy of Code of Ethics for Access Persons
(Manufacturers and Traders Trust Company); 30
(ii)Copy of Code of Ethics of Vision Group of Funds,
Inc.; 29
(iii)Form of Montag & Caldwell, Inc. Code of Ethics and
Standards of Practice; 30
(iv) Copy of Independence Investment Associates, Inc. and
Subsidiaries Code of Ethics; 30
(v) The Registrant hereby incorporates, on behalf of the
Distributor and a Sub-Adviser, the conformed copy of the
Code of Ethics for Access Persons from Item 23(p)
of the Money Market Obligations Trust Registration
Statement on Form N-1A filed with the Commission on
February 25, 2000 (File Nos. 33-31602 and 811-5950).
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
--------------------------------------------------------------
None
----------------------------------
+ All Exhibits have been filed electronically.
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed June 17, 1993. (File Nos. 33-20673 and
811-5514)
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 on Form N-1A filed June 27, 1994. (File Nos. 33-20673 and
811-5514)
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 on Form N-1A filed June 27, 1996. (File Nos. 33-20673 and
811-5514)
18. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed August 6, 1997. (File Nos. 33-20673 and
811-5514)
20. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed December 22, 1997. (File Nos. 33-20673
and 811-5514)
22. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 32 on Form N-1A filed July 8, 1998. (File Nos. 33-20673 and
811-5514)
24. Response is incorporated by reference to Registrant' Post-Effective
Amendment No. 36 on Form N-1A filed June 11, 1999, (File Nos. 33-20673 and
811-5514)
26. Response is incorporated by reference to Registrant' Post-Effective
Amendment No. 38 on Form N-1A filed August 20, 1999, (File Nos. 33- 20673
and 811-5514)
28. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 40 on Form N-1A filed February 29, 2000 (File Nos. 33- 20673
and 811-5514)
29. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 41 on Form N-1A filed April 14, 2000 (File Nos. 33- 20673 and
811-5514)
30. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 42 on Form N-1A filed June 28, 2000, (File Nos. 33-20673 and
811-5514)
Item 25. INDEMNIFICATION: 7
----------------
Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
-----------------------------------------------------
(a) Manufacturers & Traders Trust Company ("M&T Bank") performs
investment advisory services for the Registrant. M&T Bank is the
principal banking subsidiary of M&T Bank Corporation, a $22.4
billion bank holding company, as of December 31, 1999, headquartered
in Buffalo, New York. As of December 31, 1999, M&T Bank had over 277
offices throughout New York State and Pennsylvania, and an office in
Nassau, The Bahamas.
M&T Bank was founded in 1856 and provides comprehensive banking and
financial services to individuals, governmental entities and
businesses throughout western New York and Pennsylvania. As of
December 31, 1999, M&T Bank had over $4.8 billion in assets under
management for which it has investment discretion (which includes
employee benefits, personal trusts, estates, agencies and other
accounts). As of December 3l, 1999, M&T Bank managed $1.8 billion in
VISION money market mutual fund assets and $244.9 million in net
assets of fluctuating mutual funds. Except for Vision Group of
Funds, Inc., M&T Bank does not presently provide investment advisory
services to any other registered investment companies.
The principal executive Officers and the Directors of M&T Bank are
set forth in the following tables. Unless otherwise noted, the
position listed under Other Substantial Business, Profession,
Vocation or Employment is with M&T Bank.
(b)
<TABLE>
<CAPTION>
Other Substantial
Position with Business, Profession,
NAME THE ADVISER VOCATION OR EMPLOYMENT
<S> <C> <C>
William F. Allyn Director President, Welch Allyn
P.O. Box 50 Ventures, LLC
Skaneateles Falls, NY 13153-0050
Brent D. Baird Director Private Investor
1350 One M&T Plaza
Buffalo, NY 14203-2396
Robert J. Bennett Director and Chairman, M&T Bank
P.O. Box 4983 Executive Officer Corporation and Vice
Syracuse, NY 13221-4983 Chairman, M&T Bank
C. Angela Bontempo Director President and Chief
207 Commerce Drive Executive Officer,
Amherst, NY 14228-2302 Bryant and Stratton
Business Institute, Inc.
Robert T. Brady Director Chairman of the Board
East Aurora, NY 14052-0018 and Chief Executive
Officer, Moog Inc.
Emerson L. Brumback Executive Officer Executive Vice
One M&T Plaza, 19th Floor President, M&T Bank
Buffalo, NY 14203-2396 Corporation and
M&T Bank
---------------------
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed June 17, 1993. (File Nos. 33-20673 and
811-5514)
R. Carlos Carballada Director Assistant to the
255 East Avenue Chairman, M&T Bank
3rd Floor Corporation and
Rochester, NY 14604-2624 M&T Bank
Atwood Collins, III Executive Officer Executive Vice
350 Park Avenue President and
6th Floor Chairman,
New York, NY 10022-6022 New York City Division
of Manufacturers and
Traders Trust Company;
and Executive Vice
President, M&T Bank
Corporation
Mark J. Czarnecki Executive Officer Executive Vice
One M&T Plaza President,
9th Floor Manufacturers and
Buffalo, NY 14203-2399 Traders Trust Company
Richard E. Garman Director President and Chief
2544 Clinton Street Executive Officer,
Buffalo, NY 14224-1092 A.B.C. Paving Co., Inc.
and Buffalo Crushed Stone, Inc.
James V. Glynn Director President,
151 Buffalo Avenue Maid of the Mist
Suite 204 Corporation
Niagara Falls, NY 14303-1288
Brian E. Hickey Executive Officer Executive Vice President
255 East Avenue and President, Rochester
3rd Floor Division-Manufacturers
Rochester, NY 14604-2624 and Traders Trust
Company; and Executive
Vice President,
M&T Bank Corporation
Patrick W.E. Hodgson Director President, Cinnamon
60 Bedford Road Investments Limited
2nd Floor
Toronto, Ontario
Canada M5R2K2
James L. Hoffman Executive Officer Executive Vice President
700 Corporate Blvd. and President, Hudson
Suite 701 Valley Division-Newburgh, NY
12550-6046 Manufacturers
and Traders Trust Company; and
Executive Vice
President, M&T Bank Corporation
Samuel T. Hubbard, Jr. Director President & Chief
1059 West Ridge Road Executive Officer,
Rochester, NY 14615-2731 Genessee Corporation
Adam C. Kugler Executive Officer Executive Vice President
350 Park Avenue
and Treasurer, M&T Bank
6th Floor Corporation and M&T Bank
New York, NY 10022-6022
Ray E. Logan Executive Officer Executive Vice One M&T Plaza
President, M&T Bank
11th Floor
Buffalo, NY 14203-2399
Reginal B. Newman, II Director President, NOCO
2440 Sheridan Drive Energy Corp.
Tonawanda, NY 14150-9416
Peter J. O'Donnell, Jr. Director President and Chief
675 Highland Avenue Executive Officer, Pine
Clark Green, PA 18411-2502 Tree Management
Corporation
Jorge G. Pereira Director Vice Chairman of the
350 Park Avenue Board, M&T Bank
6th Floor Corporation and
New York, NY 10022-6022 Manufacturers and
Traders Trust Company
John L. Pett Executive Officer Executive Vice President
One Fountain Plaza and Chief Credit
9th Floor Officer,
Buffalo, NY 14203-1495 Manufacturers and
Traders Trust Company
and M&T Bank Corporation
Michael P. Pinto Executive Officer Executive Vice President
One M&T Plaza and Chief Financial
19th Floor Officer, Manufacturers
Buffalo, NY 14203-2399 and Traders Trust
Company and M&T Bank
Corporation
Melinda R. Rich Director President,
P.O. Box 245 Rich Entertainment
Buffalo, NY 14240-0245 Group
Robert E. Sadler, Jr. Director and President, Manufacturers
One M&T Plaza Executive Officer and Traders Trust
19th Floor Company and
Buffalo, NY 14203-2399 Executive Vice
President, M&T Bank
Corporation
John L. Vensel Director Chairman and Chief Executive
P.O. Box 977 Officer, Crucible Materials
Syracuse, NY 13201-0977 Corporation
Herbert L. Washington Director President,
3280 Monroe Avenue H.L.W. Fast Track, Inc.
Rochester, NY 14618-4608
Christine B. Whitman Director President and Chief
525 Lee Road Operating Officer,
Rochester, NY 14606-4236 Vecco Instrument, Inc.
Robert G. Wilmers Director and President and Chief
One M&T Plaza Executive Officer Executive Officer,
19th Floor M&T Bank Corporation;
Buffalo, NY 14203-2399 and Chairman of the
Board and Chief Executive Officer,
Manufacturers and Traders Trust Company
</TABLE>
Item 27. PRINCIPAL UNDERWRITERS:
-----------------------
(a)...Federated Securities Corp. the Distributor for shares of the
Registrant, acts as principal underwriter for the following open-end investment
companies, including the Registrant:
Cash Trust Series II; Cash Trust Series, Inc.; CCB Funds; Edward D. Jones &
Co. Daily Passport Cash Trust; Federated Adjustable Rate U.S. Government Fund,
Inc.; Federated American Leaders Fund, Inc.; Federated ARMs Fund; Federated Core
Trust; Federated Equity Funds; Federated Equity Income Fund, Inc.; Federated
Fixed Income Securities, Inc.; Federated Fund for U.S. Government Securities,
Inc.; Federated GNMA Trust; Federated Government Income Securities, Inc.;
Federated High Income Bond Fund, Inc.; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Insurance Series; Federated
International Series, Inc.; Federated Investment Series Funds, Inc.; Federated
Managed Allocation Portfolios; Federated Municipal Opportunities Fund, Inc.;
Federated Municipal Securities Fund, Inc.; Federated Municipal Securities Income
Trust; Federated Short-Term Municipal Trust; Federated Stock and Bond Fund,
Inc.; Federated Stock Trust; Federated Total Return Series, Inc.; Federated U.S.
Government Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; Federated World
Investment Series, Inc.; FirstMerit Funds; Hibernia Funds; Independence One
Mutual Funds; Intermediate Municipal Trust; Marshall Funds, Inc.; Money Market
Obligations Trust; Regions Funds; RIGGS Funds; SouthTrust Funds; Tax-Free
Instruments Trust; The Wachovia Funds; The Wachovia Municipal Funds; and Vision
Group of Funds, Inc.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
------------------ ------------------------ -----------------
Richard B. Fisher Chairman, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Arthur L. Cherry Director, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John B. Fisher President-Institutional Sales --
Federated Investors Tower and Director,
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas R. Donahue Director, Executive Vice --
Federated Investors Tower Vice President and Assistant
1001 Liberty Avenue Secretary,
Pittsburgh, PA 15222-3779 Federated Securities Corp.
James F. Getz President-Broker/Dealer and --
Federated Investors Tower Director,
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779
David M. Taylor Executive Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Richard W. Boyd Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Laura M. Deger Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Ronald M. Petnuch Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John M. Albert Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Ernest G. Anderson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Teresa M. Antoszyk Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Matthew W. Brown Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
David J. Callahan Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mark Carroll Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Steven R. Cohen Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
G. Michael Cullen Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Marc C. Danile Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Robert J. Deuberry Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
William C. Doyle Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Timothy Franklin Vice President, --
Federated Investors Tower Federated Securities Corp
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mark A. Gessner Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John K. Goettlicher Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
G. Tad Gullickson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Scott Gundersen Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Dayna C. Haferkamp Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Anthony J. Harper Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Bruce E. Hastings Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Charlene H. Jennings Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Michael W. Koenig Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Ed Koontz Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Christopher A. Layton Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Michael H. Liss Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Michael R. Manning Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Amy Michalisyn Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Alec H. Neilly Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Thomas A. Peter III Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Raleigh Peters Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Richard A. Recker Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John Rogers Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Brian S. Ronayne Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Thomas S. Schinabeck Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Edward J. Segura Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Edward L. Smith Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John A. Staley Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Colin B. Starks Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Terence Wiles Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Edward J. Wojnarowski Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Michael P. Wolff Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Robert W. Bauman Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Edward R. Bozek Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Charles L. Davis, Jr. Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Beth C. Dell Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Donald C. Edwards Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John T. Glickson Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Renee L. Martin Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Lynn Sherwood-Long Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Kirk A. Montgomery Secretary, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Denis McAuley, III Treasurer, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Timothy S. Johnson Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Victor R. Siclari Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
(c) Not applicable
Item 28. LOCATION OF ACCOUNTS AND RECORDS:
---------------------------------
All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:
Vision Group of Funds Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Notices should be sent to the Agent for Service at the above address)
5800 Corporate Drive,
Pittsburgh, Pennsylvania 15237-7010
Federated Shareholder P.O. Box 8600
Services Company Boston, Massachusetts 02266-8600
("Transfer Agent, Dividend
Disbursing Agent")
Federated Administrative Services Federated Investors Tower
("Administrator") 1001 Libery Avenue
Pittsburgh, Pennsylvania 15222-3779
Manufacturers and Traders Trust One M&T Plaza
Company Buffalo, New York 14240
("Adviser")
Federated Investment Management Company Federated Investors Tower
("Sub-Adviser" to the Vision New 1001 Liberty Avenue
York Tax-Free Money Market Fund only) Pittsburgh, Pennsylvania 15222-3779
Independence Investment Associates, Inc. 53 State Street
("Sub-Adviser" to the Vision Mid Cap Boston, Massachusetts 02109
Stock Fund only)
Montag & Caldwell, Inc. 3455 Peachtree Road, N.E.
("Sub-Adviser" to the Vision Large Suite 1200
Cap Growth Fund only) Atlanta, GA 30326-3248
Brinson Partners, Inc. 209 South LaSalle Street
("Sub-Adviser" to the Vision Chicago, IL 60604
International Equity Fund only)
Martindale Andres & Company, Inc. Four Falls Corporate Center
("Sub-Adviser" to the Vision Suite 200
Small Cap Stock Fund only) West Conshohocken, PA 19428
State Street Bank and Trust Company P.O. Box 8609
("Custodian") Boston, Massachusetts 02266-8609
Item 29. MANAGEMENT SERVICES: Not applicable.
--------------------
Item 30. UNDERTAKINGS:
-------------
Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees/Directors and the calling of special shareholder meetings
by shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, VISION GROUP OF FUNDS, has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 25th day of August, 2000.
VISION GROUP OF FUNDS
BY: /s/C. Todd Gibson
C. Todd Gibson, Secretary
Attorney in Fact for Edward C. Gonzales
August 25, 2000
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following person in
the capacity and on the date indicated:
NAME TITLE DATE
---- ----- ----
By: /s/ C. Todd Gibson
C. Todd Gibson Attorney In Fact August 25, 2000
SECRETARY For the Persons
Listed Below
NAME TITLE
Edward C. Gonzales* President and Treasurer
(Chief Executive Officer
and Principal Financial and
Accounting Officer)
Randall I. Benderson* Trustee
Joseph J. Castiglia* Trustee
Daniel R. Gernatt, Jr.* Trustee
George K. Hambleton, Jr.* Trustee
Mark J. Czarnecki* Trustee
* By Power of Attorney
