[IN-PROCESS]F2VISIO AUTHOR'S INITIALS SD FINAL Y N
Final Rule 24f-2 Notice
VISION FIDUCIARY FUNDS, INC.
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 33-20627
(i) fiscal period for which notice is filed February 28, 1995*
(ii) The number or amount of securities of the
same class or series, if any, which had
been registered under the Securities Act
of 1933, other than pursuant to Rule 24f-2
but which remained unsold at May 1, 1994,
the beginning of the Registrant's fiscal
period 0
(iii) The number or amount of securities, if
any, registered during the fiscal period
of this notice other than pursuant to
Rule 24f-2 41,458,658 41,458,658
(iv) The number or amount of securities
sold during the fiscal period of this
notice 109,710,215
(v) The number or amount of securities sold
during the fiscal period of this notice
in reliance upon registration pursuant
to Rule 24f-2 (see attached Computation
of Fee) 68,251,557
* Although the Registrant's fiscal year ends April 30, 1995, this Notice
is being filed for this shorter period because it has ceased selling
shares. All shares outstanding have been redeemed. The Registrant is
in the process of dissolving its corporate charter and deregistering as
an investment company.
WITNESS the due execution hereof this 14th day of March, 1995.
By: /s/ Victor R. Siclari
Victor R. Siclari
Assistant Secretary
COMPUTATION OF FEE
1. Actual aggregate sale price of Registrant's
securities sold pursuant to Rule 24f-2 during
the fiscal period for which the 24f-2 notice
is filed (see Section v) $ 68,251,557
2. Reduced by the difference between:
(a) actual aggregate redemption price
of such securities redeemed by the
issuer during the fiscal period for
which the 24f-2 notice is filed $196,296,545
(b) actual aggregate redemption price
of such redeemed securities
previously applied by the issuer
pursuant to Section 24e(2)(a) for
the fiscal period for which the
24f-2 notice is filed 0 196,296,545
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based $ (128,044,988)
FEE SUBMITTED (1/29 of 1% of Total amount) $ 0
Federated Administrative Services
Federated Investors Tower
Pittsburgh, PA 15222-3779
412-288-1900
March 14, 1995
VISION FIDUCIARY FUNDS, INC.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for VISION FIDUCIARY FUNDS, INC. ("Corporation") to be filed in respect
of shares of the Corporation ("Shares") sold for the period ended February 28,
1995, pursuant to the Corporation's registration statement filed with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933
(File No. 33-20627) ("Registration Statement").
In its Registration Statement, the Corporation elected to register an
indefinite number of shares pursuant to the provisions of Investment Company
Act Rule 24f-2.
As counsel I have participated in the preparation and filing of the
Corporation's amended Registration Statement under the Securities Act of 1933
and the Investment Company Act of 1940. Further, I have examined and am
familiar with the provisions of the Charter of the Corporation, its Bylaws and
other corporate documents and records deemed relevant. I have also reviewed
questions of law and consulted with counsel thereon as deemed necessary or
appropriate by me for the purposes of this opinion.
On the basis of the foregoing, it is my opinion the Shares sold for the
period ended February 28, 1995, registration of which the Rule 24f-2 Notice
makes definite in number, were legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Rule 24f-2
Notice referred to above, the Registration Statement of the Corporation and to
any application or registration statement filed under the securities laws of
any of the States of the United States.
Very truly yours,
Victor R. Siclari
Fund Attorney
