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Vision Group of Funds, Inc. 9/1/97
Exhibit 15(ii)(b) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
VISION GROUP OF FUNDS, INC.
EXHIBIT C to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
Portfolios
FSC will pay Institution fees for the following portfolio (the "Fund")
effective as of the date set forth below:
Name Date
Vision Equity Income Fund September 1, 1997
Fees
1. During the term of this Agreement, FSC will pay Institution a
quarterly fee in respect of the Fund. This fee will be computed at the annual
rate of .25% of the average net asset value of Shares held during the quarter in
accounts for which the Institution provides services under this Agreement, so
long as the average net asset value of Shares in the Fund during the quarter
equals or exceeds such minimum amount as FSC shall from time to time determine
and communicate in writing to the Institution.
2. For the quarterly period in which the Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the quarter.
