EXHIBIT E(XI) UNDER FORM N-1A
EXHIBIT 1 UNDER ITEM 601/REG. S-K
Amendment No. 1 to EXHIBIT A
to Shareholder Services Agreement with
the Vision Group of Funds, Inc. (the "Funds")
dated November 9, 1995
FUNDS COVERED BY THIS AGREEMENT:
VISION MONEY MARKET FUND
Class A Shares
Class S Shares
VISION TREASURY MONEY MARKET FUND
Class A Shares
Class S Shares
VISION NEW YORK TAX-FREE MONEY MARKET FUND
Class A Shares*
VISION U.S. GOVERNMENT SECURITIES FUND
Class A Shares*
VISION NEW YORK MUNICIPAL INCOME FUND
Class A Shares*
VISION GROWTH AND INCOME FUND
Class A Shares*
VISION CAPITAL APPRECIATION FUND
Class A Shares*
VISION EQUITY INCOME FUND
Class A Shares*
VISION LARGE CAP GROWTH FUND
Class A Shares
SHAREHOLDER SERVICE FEES
1. During the term of this Agreement, the Funds will pay Provider a
quarterly fee. This fee will be computed at the annual rate of .25% of the
average net asset value of shares of the Funds held during the quarter in
accounts for which the Provider provides Services under this Agreement, so long
as the average net asset value of Shares in the Funds during the quarter equals
or exceeds such minimum amount as the Funds shall from time to time determine
and communicate in writing to the Provider.
2. For the quarterly period in which the Shareholder Services 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.
* Outstanding shares of the Fund were redesignated as Class A Shares effective
June 1, 1999.
MANUFACTURER'S AND TRADERS TRUST COMPANY
By:
Name:
Title:
FEDERATED ADMINISTRATIVE SERVICES
By:
Name:
Title:
Dated: June 1, 1999
