Exhibit (e)(xix) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
VISION GROUP OF FUNDS
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 1st day of November, 2000, by and between VISION GROUP
OF FUNDS (the "Trust"), a Delaware business trust, and FEDERATED SECURITIES
CORP. ("FSC"), a Pennsylvania corporation.
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints FSC as its agent to sell and distribute shares
of the Trust which may be offered in one or more series (the "Funds") consisting
of one or more classes (the "Classes") of shares (the "Shares"), as described
and set forth on one or more exhibits to this Agreement, at the current offering
price thereof as described and set forth in the current Prospectuses of the
Trust. FSC hereby accepts such appointment and agrees to provide such other
services for the Trust, if any, and accept such compensation from the Trust, if
any, as set forth in the applicable exhibit to this Agreement.
2. The sale of any Shares may be suspended without prior notice whenever in
the judgment of the Trust it is in its best interest to do so.
3. Neither FSC nor any other person is authorized by the Trust to give any
information or to make any representation relative to any Shares other than
those contained in the Registration Statement, Prospectuses, or Statements of
Additional Information ("SAIs") filed with the Securities and Exchange
Commission, as the same may be amended from time to time, or in any supplemental
information to said Prospectuses or SAIs approved by the Trust. FSC agrees that
any other information or representations other than those specified above which
it or any dealer or other person who purchases Shares through FSC may make in
connection with the offer or sale of Shares, shall be made entirely without
liability on the part of the Trust. No person or dealer, other than FSC, is
authorized to act as agent for the Trust for any purpose. FSC agrees that in
offering or selling Shares as agent of the Trust, it will, in all respects, duly
conform to all applicable state and federal laws and the rules and regulations
of the National Association of Securities Dealers, Inc., including its Rules of
Fair Practice. FSC will submit to the Trust copies of all sales literature
before using the same and will not use such sales literature if disapproved by
the Trust.
4. This Agreement is effective with respect to each Class as of the date of
execution of the applicable exhibit and shall continue in effect with respect to
each Class presently set forth on an exhibit and any subsequent Classes added
pursuant to an exhibit during the initial term of this Agreement for one year
from the date set forth above, and thereafter for successive periods of one year
if such continuance is approved at least annually by the Trustees of the Trust
including a majority of the members of the Board of Trustees of the Trust who
are not interested persons of the Trust and have no direct or indirect financial
interest in the operation of any Distribution Plan relating to the Trust or in
any related documents to such Plan ("Disinterested Trustees") cast in person at
a meeting called for that purpose. If a Class is added after the first annual
approval by the Trustees as described above, this Agreement will be effective as
to that Class upon execution of the applicable exhibit and will continue in
effect until the next annual approval of this Agreement by the Trustees and
thereafter for successive periods of one year, subject to approval as described
above.
5. This Agreement may be terminated with regard to a particular Fund or
Class at any time, without the payment of any penalty, by the vote of a majority
of the Disinterested Trustees or by a majority of the outstanding voting
securities of the particular Fund or Class on not more than sixty (60) days'
written notice to any other party to this Agreement. This Agreement may be
terminated with regard to a particular Fund or Class by FSC on sixty (60) days'
written notice to the Trust.
6. This Agreement may not be assigned by FSC and shall automatically
terminate in the event of an assignment by FSC as defined in the Investment
Company Act of 1940, as amended, provided, however, that FSC may employ such
other person, persons, Trust or Trusts as it shall determine in order to assist
it in carrying out its duties under this Agreement.
7. FSC shall not be liable to the Trust 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 by this Agreement.
8. This Agreement may be amended at any time by mutual agreement in writing
of all the parties hereto, provided that such amendment is approved by the
Trustees of the Trust including a majority of the Disinterested Trustees of the
Trust cast in person at a meeting called for that purpose.
9. This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.
10. (a) Subject to the conditions set forth below, the Trust agrees to
indemnify and hold harmless FSC and each person, if any, who controls FSC within
the meaning of Section 15 of the Securities Act of 1933 and Section 20 of the
Securities Act of 1934, as amended, against any and all loss, liability, claim,
damage and expense whatsoever (including but not limited to any and all expenses
whatsoever reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever) arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, any Prospectuses or SAIs (as from
time to time amended and supplemented) or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, unless such statement or omission was
made in reliance upon and in conformity with written information furnished to
the Trust about FSC by or on behalf of FSC expressly for use in the Registration
Statement, any Prospectuses and SAIs or any amendment or supplement thereof.
If any action is brought against FSC or any controlling person thereof with
respect to which indemnity may be sought against the Trust pursuant to the
foregoing paragraph, FSC shall promptly notify the Trust in writing of the
institution of such action and the Trust shall assume the defense of such
action, including the employment of counsel selected by the Trust and payment of
expenses. FSC or any such controlling person thereof shall have the right to
employ separate counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of FSC or such controlling person unless the
employment of such counsel shall have been authorized in writing by the Trust in
connection with the defense of such action or the Trust shall not have employed
counsel to have charge of the defense of such action, in any of which events
such fees and expenses shall be borne by the Trust. Anything in this paragraph
to the contrary notwithstanding, the Trust shall not be liable for any
settlement of any such claim of action effected without its written consent. The
Trust agrees promptly to notify FSC of the commencement of any litigation or
proceedings against the Trust or any of its officers or Trustees or controlling
persons in connection with the issue and sale of Shares or in connection with
the Registration Statement, Prospectuses, or SAIs.
(b) FSC agrees to indemnify and hold harmless the Trust, each of its
Trustees, each of its officers who have signed the Registration Statement and
each other person, if any, who controls the Trust within the meaning of Section
15 of the Securities Act of 1933, but only with respect to statements or
omissions, if any, made in the Registration Statement or any Prospectus, SAI, or
any amendment or supplement thereof in reliance upon, and in conformity with,
information furnished to the Trust about FSC by or on behalf of FSC expressly
for use in the Registration Statement or any Prospectus, SAI, or any amendment
or supplement thereof. In case any action shall be brought against the Trust or
any other person so indemnified based on the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereof, and with respect to
which indemnity may be sought against FSC, FSC shall have the rights and duties
given to the Trust, and the Trust and each other person so indemnified shall
have the rights and duties given to FSC by the provisions of subsection (a)
above.
(c) Nothing herein contained shall be deemed to protect any person against
liability to the Trust or its shareholders to which such person would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of the duties of such person or by reason of the reckless
disregard by such person of the obligations and duties of such person under this
Agreement.
(d) Insofar as indemnification for liabilities may be permitted pursuant to
Section 17 of the Investment Company Act of 1940, as amended, for Trustees,
officers, FSC and controlling persons of the Trust by the Trust pursuant to this
Agreement, the Trust is aware of the position of the Securities and Exchange
Commission as set forth in the Investment Company Act Release No. IC-11330.
Therefore, the Trust undertakes that in addition to complying with the
applicable provisions of this Agreement, 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 Disinterested Trustees, 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 Trust 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, Director, FSC or controlling person of the Trust 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 Trust is insured
against losses arising by reason of any lawful advances; or (iii) a majority of
a quorum of non-party Disinterested 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.
11. If at any time the Shares of any Fund are offered in two or more
Classes, FSC agrees to adopt compliance standards as to when a class of shares
may be sold to particular investors.
12 The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an authorized officer of the Trust, acting
as such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any of the Trustees or
shareholders of the Trust, but bind only the appropriate property of the Fund,
or Class, as provided in the Charter Documents.
13 THIS AGREEMENT WILL BECOME BINDING ON THE PARTIES HERETO UPON THE
EXECUTION OF THE ATTACHED EXHIBITS TO THE AGREEMENT.
Exhibit A
to the
Distributor's Contract
VISION GROUP OF FUNDS
CLASS A SHARES OF:
Vision Intermediate Term Bond Fund
Vision International Equity Fund
Vision Large Cap Core Fund
Vision Large Cap Growth Fund
Vision Large Cap Value Fund
Vision Managed Allocation Fund - Aggressive Growth
Vision Managed Allocation Fund - Conservative Growth
Vision Managed Allocation Fund - Moderate Growth
Vision Mid Cap Stock Fund
Vision New York Municipal Income Fund
Vision Pennsylvania Municipal Income Fund
Vision Small Cap Stock Fund
Vision U.S. Government Securities Fund
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 1st day of November, 2000, between VISION GROUP
OF FUNDS and FEDERATED SECURITIES CORP. with respect to Classes of the Funds set
forth above.
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Classes ("Shares").
Pursuant to this appointment, FSC is authorized to select a group of
Broker/Dealers or Financial Institutions ("Institutions") to sell Shares at the
current offering price thereof as described and set forth in the respective
prospectuses of the Trust, and to render sales related services to the Trust and
its shareholders.
2. During the term of this Agreement, the Trust will pay FSC for services
pursuant to this Agreement, a monthly fee computed at the annual rate of .25 of
1% of the average aggregate net asset value of the Class A Shares of each
individual Fund listed above held during the month. For the month in which this
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 month.
3. FSC may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent any Classes' expenses exceed such lower
expense limitation as FSC may, by notice to the Trust, voluntarily declare to be
effective.
4. FSC will enter into separate written agreements with various firms to
provide certain of the services set forth in Paragraph 1 herein. FSC, in its
sole discretion, may pay Institutions a periodic fee in respect of Shares owned
from time to time by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid shall be determined from time to
time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts paid to
Institutions and the purpose for such payments.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated the 1st day of November, 2000 between Vision Group of Funds and
Federated Securities Corp., Vision Group of Funds executes and delivers this
Exhibit on behalf of the Funds, and with respect to the separate Classes of
Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of November, 2000.
VISION GROUP OF FUNDS
By: /S/ XXXX X. XXXXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SECURITIES CORP.
By: /S/ XXXXX X. XXXXXX
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
Exhibit B
to the
Distributor's Contract
VISION GROUP OF FUNDS
CLASS A SHARES OF:
Vision Money Market Fund
Vision Treasury Money Market Fund
VISION NEW YORK TAX-FREE MONEY MARKET FUND
In consideration of the mutual covenants set forth in the Distributor's
Contract dated the 1st day of November, 2000 between Vision Group of Funds and
Federated Securities Corp., Vision Group of Funds executes and delivers this
Exhibit on behalf of the Portfolios, and with respect to the separate Classes of
Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of November, 2000.
VISION GROUP OF FUNDS
By: /S/ XXXX X. XXXXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SECURITIES CORP.
By: /S/ XXXXX X. XXXXXX
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
Exhibit C
to the
Distributor's Contract
VISION GROUP OF FUNDS
CLASS S SHARES OF:
Vision Money Market Fund
Vision Treasury Money Market Fund
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 1st day of November, 2000, between VISION GROUP
OF FUNDS and FEDERATED SECURITIES CORP. with respect to Classes of the Funds set
forth above.
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Classes ("Shares").
Pursuant to this appointment, FSC is authorized to select a group of
Broker/Dealers or Financial Institutions ("Institutions") to sell Shares at the
current offering price thereof as described and set forth in the respective
prospectuses of the Trust, and to render sales related services to the Trust and
its shareholders.
2. During the term of this Agreement, the Trust will pay FSC for services
pursuant to this Agreement, a monthly fee computed at the annual rate of .25 of
1% of the average aggregate net asset value of the Class S Shares of each
individual Fund listed above held during the month. For the month in which this
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 month.
3. FSC may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent any Classes' expenses exceed such lower
expense limitation as FSC may, by notice to the Trust, voluntarily declare to be
effective.
4. FSC will enter into separate written agreements with various firms to
provide certain of the services set forth in Paragraph 1 herein. FSC, in its
sole discretion, may pay Institutions a periodic fee in respect of Shares owned
from time to time by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid shall be determined from time to
time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts paid to
Institutions and the purpose for such payments.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated the 1st day of November, 2000 between Vision Group of Funds and
Federated Securities Corp., Vision Group of Funds executes and delivers this
Exhibit on behalf of the Funds, and with respect to the separate Classes of
Shares thereof, first set forth in this Exhibit.
WITNESS THE DUE EXECUTION HEREOF THIS 1ST DAY OF NOVEMBER, 2000.
VISION GROUP OF FUNDS
By: /S/ XXXX X. XXXXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SECURITIES CORP.
By: /S/ XXXXX X. XXXXXX
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
Exhibit D
to the
Distributor's Contract
VISION GROUP OF FUNDS
CLASS B SHARES OF:
Vision International Equity Fund
Vision Large Cap Core Fund
Vision Large Cap Growth Fund
Vision Large Cap Value Fund
Vision Mid Cap Stock Fund
Vision Small Cap Stock Fund
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 1st day of November, 2000, between VISION GROUP
OF FUNDS and FEDERATED SECURITIES CORP. with respect to Classes of the Funds set
forth above.
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Classes ("Shares").
Pursuant to this appointment, FSC is authorized to select a group of
Broker/Dealers or Financial Institutions ("Institutions") to sell Shares at the
current offering price thereof as described and set forth in the respective
prospectuses of the Trust, and to render sales related services to the Trust and
its shareholders.
2. During the term of this Agreement, the Trust will pay FSC for services
pursuant to this Agreement, a monthly fee computed at the annual rate of .75 of
1% of the average aggregate net asset value of each individual Fund listed above
held during the month. For the month in which this 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 month.
3. FSC may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent any Classes' expenses exceed such lower
expense limitation as FSC may, by notice to the Trust, voluntarily declare to be
effective.
4. FSC will enter into separate written agreements with various firms to
provide certain of the services set forth in Paragraph 1 herein. FSC, in its
sole discretion, may pay Institutions a periodic fee in respect of Shares owned
from time to time by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid shall be determined from time to
time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts paid to
Institutions and the purpose for such payments.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated the 1st day of November, 2000 between Vision Group of Funds and
Federated Securities Corp., Vision Group of Funds executes and delivers this
Exhibit on behalf of the Funds, and with respect to the separate Classes of
Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of November, 2000.
VISION GROUP OF FUNDS
By: /S/ XXXX X. XXXXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SECURITIES CORP.
By: /S/ XXXXX X. XXXXXX
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
Exhibit E
to the
Distributor's Contract
VISION GROUP OF FUNDS, INC.
VISION INSTITUTIONAL LIMITED DURATION U.S. GOVERNMENT FUND
VISION INSTITUTIONAL PRIME MONEY MARKET FUND
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 1st day of November, 2000, between VISION GROUP
OF FUNDS and FEDERATED SECURITIES CORP. with respect to Classes of the Funds set
forth above.
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Classes ("Shares").
Pursuant to this appointment, FSC is authorized to select a group of
Broker/Dealers or Financial Institutions ("Institutions") to sell Shares at the
current offering price thereof as described and set forth in the respective
prospectuses of the Trust, and to render sales related services to the Trust and
its shareholders.
2. DURING THE TERM OF THIS AGREEMENT, THE TRUST WILL PAY FSC FOR SERVICES
PURSUANT TO THIS AGREEMENT, A MONTHLY FEE COMPUTED AT THE ANNUAL RATE OF .25 OF
1% OF THE AVERAGE AGGREGATE NET ASSET VALUE OF THE SHARES OF EACH INDIVIDUAL
FUND LISTED ABOVE HELD DURING THE MONTH. FOR THE MONTH IN WHICH THIS 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 MONTH.
3. FSC may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent any Classes' expenses exceed such lower
expense limitation as FSC may, by notice to the Trust, voluntarily declare to be
effective.
4. FSC will enter into separate written agreements with various firms to
provide certain of the services set forth in Paragraph 1 herein. FSC, in its
sole discretion, may pay Institutions a periodic fee in respect of Shares owned
from time to time by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid shall be determined from time to
time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trusst on a
quarterly basis showing amounts expended hereunder including amounts paid to
Institutions and the purpose for such payments.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated the 1st day of November, 2000 between Vision Group of Funds and
Federated Securities Corp., Vision Group of Funds executes and delivers this
Exhibit on behalf of the Funds, and with respect to the separate Classes of
Shares thereof, first set forth in this Exhibit.
WITNESS THE DUE EXECUTION HEREOF THIS 1ST DAY OF NOVEMBER, 2000.
VISION GROUP OF FUNDS
By: /S/ XXXX X. XXXXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SECURITIES CORP.
By: /S/ XXXXX X. XXXXXX
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
