File No. 333-105310
As filed with the SEC on June 13, 2003
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. 2
Post-Effective Amendment No.
(Check appropriate box or boxes)
VISION GROUP OF FUNDS
(Exact Name of Registrant as Specified in Charter)
(412) 288-1900
(Area Code and Telephone Number)
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
(Address of Principal Executive Offices --
Number, Street, City, State, Zip Code)
C. Grant Anderson, Esquire
Reed Smith LLP
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
(Name and Address of Agent for Service --
Number, Street, City, State, Zip Code)
Copies to:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky, LLP
2101 L Street, NW
Washington, D.C. 20037-1526
(202) 828-2218
Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement becomes effective
under the Securities Act of 1933, as amended. The public offering of shares of
Registrant's series is on-going. The title of securities being registered is
shares of beneficial interest.
No filing fee is due because Registrant is relying on Section 24(f) of the
Investment Company Act of 1940, as amended.
Part C
OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to officers and Trustees of the Registrant
pursuant to Section 4 of Article VII of the Registrant's Agreement and
Declaration of Trust ("Declaration of Trust"). The Registrant's
officers and Trustees are also entitled to purchase with Trust
property coverage under an Errors & Omissions Policy pursuant to
Section 7 of Article VII of the Declaration of Trust.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted
to Trustees, officers, and controlling persons of the Registrant by
the Registrant pursuant to the Declaration of Trust or otherwise, the
Registrant is aware that, in the opinion of the Securities and
Exchange Commission ("SEC"), such indemnification is against public
policy as expressed in the 1933 Act, and, therefore, is unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by Trustees, officers, or controlling persons of the Registrant in
connection with the successful defense of any act, suit, or
proceeding) is asserted by such Trustees, officers, or controlling
persons in connection with the shares being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issues.
Insofar as indemnification for liabilities may be permitted pursuant
to Section 17 of the Investment Company Act of 1940, as amended (the
"1940 Act"), for Trustees, officers, and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or
otherwise, the Registrant is aware of the position of the SEC as set
forth in Investment Company Act Release No. IC-11330. Therefore, the
Registrant undertakes that, in addition to complying with the
applicable provisions of the Declaration of Trust or otherwise, in the
absence of a final decision on the merits by a court or other body
before which the proceeding was brought, that an indemnification
payment will not be made unless in the absence of such a decision, a
reasonable determination based upon factual review has been made (i)
by a majority vote of a quorum of non-party Trustees who are not
"interested persons" of the Registrant or (ii) by independent legal
counsel in a written opinion that the indemnitee was not liable for an
act of willful misfeasance, bad faith, gross negligence, or reckless
disregard of duties. The Registrant further undertakes that
advancement of expenses incurred in the defense of a proceeding (upon
undertaking for repayment unless it is ultimately determined that
indemnification is appropriate) against an officer, Trustee, or
controlling person of the Registrant will not be made absent the
fulfillment of at least one of the following conditions: (i) the
indemnitee provides security for his undertaking; (ii) the Registrant
is insured against losses arising by reason of any lawful advances; or
(iii) a majority of a quorum of disinterested non-party Trustees, or
independent legal counsel in a written opinion, makes a factual
determination that there is reason to believe the indemnitee will be
entitled to indemnification.
Item 16. Exhibits
(1) (a) Conformed copy of Agreement and Declaration of Trust of Vision Group of
Funds, a Delaware Business Trust (reorganization of Registrant); (33)
(b) Conformed copy of Amendment No. 1 to Agreement and Declaration of
Trust of Vision Group of Funds; (36)
(c) Conformed copy of Certificate of Trust of Vision Group of Funds, a
Delaware Business Trust (reorganization of Registrant); (33)
(2) (a) Copy of By-Laws of Vision Group of Funds, a Delaware Business Trust
(reorganization of Registrant); (31)
(b) Copy of Amendment #1 to the By-Laws of the Registrant; (37)
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization is filed herewith as Exhibit A
to the Joint Proxy Statement/Prospectus.
(5) The rights of security holders of the Registrant are defined in the
following sections of the Registrant's Agreement and Declaration of Trust
and By-Laws:
(a) Agreement and Declaration of Trust. See Article III, "Shares," Section
6; Article V, "Shareholders' Voting Powers and Meetings," Section 1;
and Article VI, "Net Asset Value, Distributions and Redemptions,"
Section 2.
(b) By-Laws. See Article II, "Meetings of Shareholders," Section 6 and
Section 9.
(6) (a) Conformed copy of Investment Advisory Agreement of the Registrant (11
funds) dated November 1, 2000, including Exhibits A through K and
Letter Agreement, dated October 24, 2000; (34)
(b) Conformed Copies of Exhibits L, M and N to the Investment Advisory
Contract of the Registrant; (37)
(c) Conformed copy of Investment Advisory Agreement of the Registrant (2
money market funds) dated November 1, 2000, including Exhibit A; (34)
(d) Conformed copy of Amendment to Investment Advisory Agreement of the
Registrant (2 money market funds);(36)
(e) Conformed copy of Investment Advisory Agreement of the Registrant (5
funds) dated November 1, 2000, and Exhibits A through D; (34)
(f) Conformed copy of Amendment to Investment Advisory Agreement of the
Registrant (5 funds); (36)
(g) Conformed copy of Sub-Advisory Agreement for the Vision Mid Cap Stock
Fund (Independence Investment Associates, Inc.), dated November 1,
2000; (34)
(h) Conformed copy of Amendment to Sub-Advisory Agreement for the Vision
Mid Cap Stock Fund; (36)
(i) Conformed copy of Sub-Advisory Agreement for the Vision Large Cap
Growth Fund (Montag & Caldwell, Inc.), dated January 31, 2001; (33)
(j) Conformed copy of Amendment to Sub-Advisory Agreement for Vision Large
Cap Growth Fund; (36)
(k) Conformed copy of Sub-Advisory Agreement for the Vision New York
Tax-Free Money Market Fund (Federated Investment Management Company),
dated November 1, 2000; (34)
(l) Conformed copy of Amendment to Sub-Advisory Agreement for Vision New
York Tax-Free Money Market Fund; (36)
(m) Conformed copy of Sub-Advisory Agreement for the Vision Small Cap
Stock Fund (Mazama Capital Management, Inc.), dated July 2, 2001; (34)
(n) Conformed copy of Amendment to Sub-Advisory Agreement for Vision Small
Cap Stock Fund; (35)
(o) Conformed copy of Sub-Advisory Agreement for Vision Small Cap Stock
Fund (LSV Asset Management), dated July 2, 2001 and Amendment; (35)
(p) Conformed copy of Sub-Advisory Agreement for Vision International
Equity Fund (UBS Global Asset Management), dated November 1, 2000 and
Amendment; (36)
(q) Conformed copy of Sub-Advisory Agreement for Vision Large Cap Growth
Fund II (Montag & Caldwell, Inc.), dated March 1, 2002. (36)
(7) (a) Conformed copy of Distributor's Contract of the Registrant, dated
November 1, 2000, including Exhibits A-E; (33)
(b) Conformed copy of Exhibit F to the Distributor's Contract of the
Registrant; (35)
(c) Conformed copy of Exhibit G to Distributor's Contact of the
Registrant; (36)
(d) Conformed copy of Exhibit H to Distributor's Contract of the
Registrant; (36)
(e) Conformed copy of Exhibit I to Distributor's Contract of the
Registrant; (28)
(f) Conformed copy of Agreement for Administrative Services of the
Registrant, dated November 1, 2000; (34)
(g) Copy of Exhibit 1 to Agreement for Administrative Services of the
Registrant; (36)
(h) Conformed copy of Amendment to Agreement for Administrative Services
of the Registrant; (36)
(i) Conformed copy of Assignment of Agreement for Administrative Services
of the Registrant; (36)
(j) Form of Mutual Fund Sales and Services Agreement of the Registrant,
including Exhibit; (36)
(8) Not applicable;
(9) (a) Conformed copy of Custodian Agreement of the Registrant, dated
November 8, 2000; (33)
(b) Copy of Schedules A-D to the Custodian Agreement of the Registrant;
(34)
(10) (a) Conformed copy of Rule 12b-1 Plan Letter Agreement, dated October 24,
2000; (33)
(b) Copy of Rule 12b-1 Agreement of the Registrant, including Exhibit A;
(36)
(c) Conformed copy of Rule 12b-1 Plan regarding Class A Shares and Class S
Shares of the Registrant, including Exhibits A-C; (33)
(d) Conformed copy of Exhibit D to the Rule 12b-1 Plan regarding Class A
Shares and Class S Shares of the Registrant; (36)
(e) Conformed copy of Exhibit E to the Rule 12b-1 Plan regarding Class A
Shares and Class S Shares of the Registrant; (37)
(f) Conformed copy of Rule 12b-1 Plan regarding Class B Shares of the
Registrant, including Exhibit A; (33)
(g) Conformed copy of Exhibit B to the Class B Shares Rule 12b-1 Plan of
the Registrant; (36)
(h) Copy of Dealer (Sales) Agreement; (7)
(i) Conformed copy of Multiple Class Plan of the Registrant, dated May 23,
2001, including Exhibits A-D; (34)
(j) Conformed copy of Exhibit E to the Multiple Class Plan of the
Registrant; (35)
(k) Conformed copy of Amended Exhibit C to the Multiple Class Plan of the
Registrant; (36)
(l) Conformed copy of Amended Exhibit D to the Multiple Class Plan of the
Registrant; (36)
(11) Form of Opinion and Consent of Counsel (Reed Smith LLP) as to the legality
of the securities being registered; (38)
(12) Form of Tax Opinion of Reed Smith LLP, supporting the tax matters and
consequences to shareholders for the reorganization pursuant to Section
368(a)(1)(C) of the Internal Revenue Code discussed in the Proxy
Statement/Prospectus for the Reorganization; (38)
(13) (a) Conformed copy of Recordkeeping Agreement of the Registrant,
including Exhibits A-C; (23)
(b) Conformed copy of Amendment #1 to Exhibit A to the Recordkeeping
Agreement of the Registrant; (28)
(c) Conformed copy of Amendment No. 2 to Exhibit A to the Recordkeeping
Agreement of the Registrant; (27)
(d) Conformed copy of Agreement for Administrative Services and Transfer
Agency Services of the Registrant, dated November 1, 2000; (32)
(e) Copy of Exhibit 1 to Agreement for Administrative Services and
Transfer Agency Services of the Registrant; (36)
(f) Conformed copy of Amendment to Agreement for Administrative Services
and Transfer Agency Services of the Registrant; (36)
(g) Conformed copy of Financial Administration and Accounting Services
Agreement between Registrant and State Street Bank and Trust Company,
dated November 8, 2000. (33)
(h) Conformed copy of Shareholder Services Agreement Letter Agreement,
dated October 24, 2000; (33)
(i) Conformed copy of Shareholder Services Agreement of the Registrant,
dated November 8, 2000; (34)
(j) Conformed copy of Exhibit A to the Shareholder Services Agreement of
the Registrant; (35)
(k) Conformed copy of Assignment of Shareholder Services Agreement of the
Registrant; (36)
(l) Conformed copy of Shareholder Services Plan of the Registrant, dated
November 1, 2000. (33)
(m) Conformed copy of Exhibit A to the Shareholder Services Plan of the
Registrant; (36)
(n) Conformed copy of Participation Agreement of the Registrant, including
Exhibits A-E; (36)
(o) Conformed copy of Indemnification Agreement of the Registrant; (36)
(14) (a) Conformed copy of Consent of Independent Auditors for VISION Group of
Funds, Ernst & Young LLP; (39)
(b) Conformed copy of Consent of Independent Auditors for ARK Funds, KPMG
LLP; (39)
(15) Not applicable;
(16) (a) Conformed copy of Power of Attorney of the Registrant; (31)
(b) Conformed copy of Power of Attorney of Trustee John S. Cramer; (33)
(c) Conformed copy of Power of Attorney of Edward C. Gonzales; (36)
(d) Conformed copy of Power of Attorney of Carl W. Jordan; (36)
(e) Conformed copy of Power of Attorney of Charles L. Davis, Jr.; (37)
(f) Conformed copy of Power of Attorney of Richard J. Thomas; (37)
(17) (a) Form of ARK Funds Proxy. (38)
(b) Form of VISION Funds Proxy. (38)
_________________________________________________
+ 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)
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)
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)
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)
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)
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)
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)
31. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 43 on Form N-1A filed August 25, 2000, (File Nos. 33-20673
and 811-5514)
32. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 45 on Form N-1A filed November 8, 2000, (File Nos. 33-20673
and 811-5514)
33. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 46 on Form N-1A filed February 14, 2001, (File Nos. 33-20673
and 811-5514)
34. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 48 on Form N-1A filed August 27, 2001, (File Nos. 33-20673
and 811-5514)
35. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 49 on Form N-1A filed December 21, 2001, (File Nos. 33-20673
and 811-5514)
36. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 54 on Form N-1A filed June 27, 2002 (File Nos. 33-20673 and
811-5514)
37. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 55 on Form N-1A filed April 21, 2003 (File Nos. 33-20673 and
811-5514)
38. Response is incorporated by reference to Registrant's Registration
Statement on Form N-14 filed on May 16, 2003 (File No. 333-105310)
39. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-14 filed on May 23, 2003 (File No. 333-105310)
Item 17. Undertakings
(1) The undersigned registrant agrees that, prior to any public reoffering of
the securities registered through the use of a prospectus which is a part
of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of
1933, as amended (the "1933 Act"), the reoffering prospectus will contain
the information called for by the applicable registration form for
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new registration statement
for the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees to file by Post-Effective Amendment the
opinion of counsel regarding the tax consequences of the proposed
reorganization required by Item 16(12) of Form N-14 within a reasonable
time after receipt of such opinion.
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant, in the City of Pittsburgh, Commonwealth
of Pennsylvania, on the 13th day of June, 2003.
VISION GROUP OF FUNDS
By: /s/C. Grant Anderson
C. Grant Anderson, Secretary
Attorney in Fact for Edward C. Gonzales
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following person in the capacity and on the dates indicated.
NAME: TITLE: DATE:
/s/ C. Grant Anderson Attorney in Fact for June 13, 2003
C. Grant Anderson the Persons Listed
Below
Edward C. Gonzales* Chairman
Charles L. Davis, Jr.* Chief Executive
Officer
(Principal Executive Officer)
Carl W. Jordan* President
Richard J. Thomas* Treasurer
(Principal Financial Officer)
Randall I. Benderson* Trustee
Joseph J. Castiglia* Trustee
Daniel R. Gernatt, Jr.* Trustee
George K. Hambleton, Jr.* Trustee
Mark J. Czarnecki* Trustee
John S. Cramer* Trustee
* By Power of Attorney