1933 Act File No. 33-20627
1940 Act File No. 811-5513
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ................................
Post-Effective Amendment No. 11 ............................... X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ..............................................
VISION FIDUCIARY FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire, Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on pursuant to paragraph (a) of Rule 485.
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940,
and:
X filed the Notice required by that Rule on June 15, 1994; or
intends to file the Notice required by that Rule on or about ;
or
during the most recent fiscal year did not sell any securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
Rule 24f-2(b)(2), need not file the Notice.
Copies to:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
___________________________________________________________________________
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
Being Being Offering Price Offering Registration
Registered Registered Per Unit Price* Fee
Capital 41,458,658 $1.00 $41,458,658 $100.00
Stock
($0.001 par value)
___________________________________________________________________________
___________________________________________________________________________
*Registrant has elected to calculate its filing fee in the manner described
in Rule 24e-2 of the Investment Company Act of 1940. The total amount of
securities redeemed during the previous fiscal year was 269,714,375. The
total amount of redeemed securities used for reductions pursuant to
paragraph (a) of Rule 24e-2 or paragraph (c) of Rule 24f-2 during the
current year was 228,255,717. The amount of redeemed securities being used
for reduction of the registration fee in this Amendment is 41,458,658.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 11 to the Registration Statement of
VISION FIDUCIARY FUNDS, INC. is comprised of the following papers and
documents:
1. The facing sheet to register a definite
number of shares of beneficial interest,
no par value, of VISION FIDUCIARY FUNDS, INC.;
2. The opinion of Houston, Houston & Donnelly,
counsel for the Registrant, as to the legality
of shares being offered and as to the eligibility
to become effective pursuant to Paragraph (b)
of Rule 485; and
3. Signature page.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, VISION FIDUCIARY FUNDS,
INC., certifies that it meets all of the requirements for effectiveness of
this Amendment to its Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania on the 15th day of June, 1994.
VISION FIDUCIARY FUNDS, INC.
BY: /s/Victor R. Siclari
Victor R. Siclari, Assistant Secretary
Attorney in Fact for the Persons Listed Below
June 15, 1994
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: &&PIN______
Victor R. Siclari Attorney In Fact June 15, 1994
Assistant Secretary For the Persons
Listed Below
NAME TITLE
Edward C. Gonzales* President and Treasurer
(Principal Financial and
Accounting Officer)
Randall I. Benderson* Director
Daniel R. Gernatt, Jr.* Director
George K. Hambleton, Jr.* Director
Joseph J. Castiglia* Director
* By Power of Attorney
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTONPITTSBURGH, PA. 15222
FRED CHALMERS HOUSTON, JR.__________
THOMAS J. DONNELLY
JOHN F. MECK (412) 471-5828 FRED CHALMERS
HOUSTON
FAX (412) 471-0736 (1914 - 1971)
MARIO SANTILLI, JR.
THEODORE M. HAMMER
June 15, 1994
Vision Fiduciary Funds, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested our opinion in connection with the
registration by the Corporation of an additional 41,458,658
shares of its capital stock pursuant to Post-effective
Amendment No. 11 to the Corporation's registration statement
filed with the Securities and Exchange Commission under the
Securities Act of 1933 (File No. 33-20627). The subject
Post-effective Amendment will be filed pursuant to Paragraph
(b) of Rule 485 and become effective pursuant to said Rule
immediately upon filing.
As counsel we have participated in the organization of
the Corporation and its registration under the Investment
Company Act. We have also participated in the preparation
and filing of the amended Corporation's registration
statement under the Securities Act of 1933 referred to
above.
Further, we have examined and are familiar with the
Charter of the Corporation, its Bylaws and other corporate
records and documents deemed relevant.
On the basis of the foregoing, it is our opinion that:
1. The Corporation has been duly organized and it is
legally existing under the laws of the State of Maryland.
2. The Corporation is authorized to issue
1,000,000,000 shares of capital stock of a par value of
$.001 per share.
3. The authorized and unissued capital stock of the
Corporation when issued in the manner described in the
prospectus comprising a part of the Corporation's
registration statement under the Securities Act of 1933 for
consideration equal to or exceeding its par value and not
less than its net asset value as required by the Charter of
the Corporation will be legally issued and outstanding
Capital stock of the Corporation and will be fully paid and
non-assessable.
4. Post-effective Amendment No. 11 does not contain
disclosures which would render it ineligible to become
effective pursuant to Paragraph (b) of Rule 485.
We hereby consent to the filing of this opinion as a
part of the Corporation's registration statement filed with
the Securities and Exchange Commission under the Securities
Act of 1933 and as part of any application or registration
statement filed under the securities laws of the States of
the United States.
We further consent to the reference to this opinion and
the reference to us as Legal Counsel to the Corporation in
the prospectus, registration statements and applications.
Very truly yours,
Houston, Houston & Donnelly
By: /s/ Thomas J. Donnelly
TJD:heh
