SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No.______)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
Federated Growth Trust
(Name of Registrant as Specified In Its Charter)
Federated Investors
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
_______________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________
3) Filing Party:
_______________________________________________________________
4) Date Filed:
_______________________________________________________________
PRELIMINARY COPY
FEDERATED GROWTH TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 14, 1995
A Special Meeting of the shareholders (the "Shareholders") of
Federated Growth Trust (the "Trust") will be held at the Trust's
principal offices on the 19th Floor of Federated Investors Tower, Grant
Street and Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779, at 2:30
p.m., August 14, 1995, for the following purposes:
(1) To elect three new Trustees;
(2) To approve or disapprove an amendment to the Trust's
Declaration of Trust to allow the Trustees to make changes to the name
of the Trust without Shareholder approval;
(3) To approve or disapprove amendments to the Trust's Declaration
of Trust to allow the Trust to establish and designate separate series
and classes of shares;
(4) To approve or disapprove an amendment to the Trust's
Declaration of Trust to allow a sale and conveyance of any individual
portfolio of the Trust or any of the Trust's assets to another open-end
management investment company by majority vote;
(5) To approve or disapprove an amendment to the Trust's
Declaration of Trust to allow the Trustees to liquidate and dissolve any
individual portfolio of the Trust or the entire Trust without
shareholder approval if they deem such action to be in the best interest
of the Shareholders; and
(6) To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Trustees has fixed June 15, 1995, as the record date
for determination of Shareholders entitled to vote at the meeting.
By Order of the Trustees
John W. McGonigle
Secretary
June 28, 1995
SIGN, DATE, AND RETURN THE ENCLOSED PROXY
PROMPTLY TO AVOID ADDITIONAL EXPENSE
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED
PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE,
AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE
REPRESENTED AT THE SPECIAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
FEDERATED GROWTH TRUST
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees
of the Trust (the "Trustees"). The proxy is revocable at any time
before it is voted by sending written notice of the revocation to the
Trust or by appearing personally on August 14, 1995, at the special
meeting of Shareholders (the "Special Meeting"). The cost of preparing
and mailing the notice of meeting, this proxy statement, proxy card, and
any additional proxy material has been or is to be borne by the Trust.
Proxy solicitations will be made primarily by mail, but may also
be made by telephone, telegraph, or personal interview conducted by
certain officers or employees of the Trust or of Federated Services
Company (the Trust's transfer agent) or Federated Administrative
Services (the Trust's administrator). In the event that a Shareholder
signs and returns the proxy ballot but does not indicate a choice as to
any of the items on the proxy ballot, the proxy attorneys will vote
those shares in favor of such proposal(s).
On June 15, 1995, the Trust had outstanding __________ shares of
beneficial interest (the "Shares"), each Share being entitled to one
vote and fractional Shares being entitled to fractional votes. Only
Shareholders of record at the close of business on that date will be
entitled to notice of and to vote at the Special Meeting. One-fourth of
the outstanding shares of the Trust, represented in person or by proxy,
shall be required to constitute a quorum at the Special Meeting.
For purposes of determining the presence of a quorum and counting
votes on the matters presented, Shares represented by abstentions and
"broker non-votes" will be counted as present, but not as votes cast, at
the Special Meeting. Under the Trust's Declaration of Trust, the vote
required to elect Trustees will be determined with reference to a
percentage of votes cast at the Special Meeting. Under the Investment
Company Act of 1940, as amended (the "1940 Act"), the affirmative vote
necessary to approve other matters may be determined with reference to a
percentage of votes present at the Special Meeting, which would have the
effect of treating abstentions and non-votes as if they were votes
against the proposal.
The Trust will furnish, without charge, a copy of the annual
report and most recent semi-annual report succeeding the annual report,
if any, to any Shareholder of record of the Trust upon request. To
request an annual and/or semi-annual report, call 1-800-235-4669, or
send a written request to Betsy Hamilton at Federated Investors Tower,
1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779. The Board of
Trustees proposes to mail this proxy statement and the enclosed notice
of meeting and proxy card on or about June 28, 1995.
ELECTION OF THREE TRUSTEES
At the Special Meeting, votes will be taken on the election of
John T. Conroy, Jr., Peter E. Madden, and Dr. John E. Murray, Jr., as
Trustees of the Trust to hold office until the election and
qualification of their successors. At the meeting of the Board of
Trustees held May 15, 1991, J. Joseph Maloney, Jr., a Trustee of the
Trust, informed the Board of Trustees that he was resigning as a Trustee
of the Trust. Messrs. Conroy and Madden were appointed Trustees on
August 21, 1991, to fill vacancies created by the resignation of Mr.
Maloney and the decision to expand the size of the Board of Trustees.
They are currently serving as Trustees and have consented to continue to
serve if elected. Dr. Murray has also consented to serve if elected.
Election of a Trustee requires the affirmative vote of the plurality of
the votes cast at the Special Meeting.
When elected, the Trustees will hold office during the lifetime of
the Trust except that: (a) any Trustee may resign; (b) any Trustee may
be removed by written instrument signed by at least two-thirds of the
number of Trustees prior to such removal; (c) any Trustee who requests
to be retired or who has become mentally or physically incapacitated may
be retired by written instrument signed by a majority of the other
Trustees; and (d) a Trustee may be removed at any special meeting of the
Shareholders by a vote of two-thirds of the outstanding shares of the
Trust. In case a vacancy shall exist for any reason, the remaining
Trustees will fill such vacancy by appointment of another Trustee.
Within three months of such appointment, the Trustees shall mail a
notice of such appointment to each Shareholder. The Trustees will not
fill any vacancy by appointment if, immediately after filling such
vacancy, less than two-thirds of the Trustees then holding office would
have been elected by the Shareholders. If, at any time, less than a
majority of the Trustees holding office have been elected by the
Shareholders, the Trustees then in office will call a Shareholder
meeting for the purpose of electing Trustees to fill vacancies.
Otherwise, there will normally be no meeting of Shareholders called for
the purpose of electing Trustees.
The following is a complete list of the persons currently serving
as Trustees of the Trust:
TRUSTEES STANDING FOR ELECTION:
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, Florida
Birthdate: June 23, 1937
Trustee
Gene
General Partner of the Funds; formerly, President, Naples Property
Management, Inc.
Peter E. Madden
70 Westcliff Road
Westin, Massachusetts
Birthdate: March 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts;
Director, Trustee, or Managing General Partner of the Funds; formerly,
President, State Street Bank and Trust Company and State Street Boston
Corporation.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, Pennsylvania
Birthdate: December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner,
Mollica, Murray and Hogue; Director, Trustee, or Managing General
Partner of the Funds.
PREVIOUSLY ELECTED TRUSTEES:
John F. Donahue@*
Federated Investors Tower
Pittsburgh, Pennsylvania
Birthdate: July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research Corp.; Chairman, Passport Research, Ltd.; Director, AEtna Life
and Casualty Company; Chief Executive Officer and Director, Trustee, or
Managing General Partner of the Funds. Mr. Donahue is the father of J.
Christopher Donahue, Vice President of the Trust.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, Pennsylvania
Birthdate: July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp. and
Director, Ryan Homes, Inc.
James E. Dowd
571 Hayward Mill Road
Concord, Massachusetts
Birthdate: May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director,
Trustee, or Managing General Partner of the Funds.
Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, Pennsylvania
Birthdate: October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Member, Board of Directors, University of Pittsburgh Medical
Center; formerly, Hematologist, Oncologist, and Internist, Presbyterian
and Montefiore Hospitals; Director, Trustee, or Managing General Partner
of the Funds.
Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, Pennsylvania
Birthdate: June 18, 1924
Trustee
Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.
Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, Pennsylvania
Birthdate: October 6, 1926
Trustee
Chairma
Chairman, Horizon Financial, F.A.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, Pennsylvania
Birthdate: September 14, 1925
Trustee
Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak
Management Center; Director, Trustee, or Managing General Partner of the
Funds; President Emeritus, University of Pittsburgh; formerly, Chairman,
National Advisory Council for Environmental Policy and Technology.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, Pennsylvania
Birthdate: July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General Partner of the Funds.
* This Trustee is deemed to be an "interested person" of the Trust
as defined in the 1940 Act.
@ Member of the Executive Committee. The Executive Committee of the
Board of Trustees handles the responsibilities of the Board of
Trustees between meetings of the Board.
As used in the table above, "The Funds" and "Funds" mean the
following investment companies: American Leaders Fund, Inc.; Annuity
Management Series; Arrow Funds; Automated Cash Management Trust;
Automated Government Money Trust; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport
Cash Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated Growth
Trust; Federated High Yield Trust; Federated Income Securities Trust;
Federated Income Trust; Federated Index Trust; Federated Institutional
Trust; Federated Intermediate Government Trust; Federated Master Trust;
Federated Municipal Trust; Federated Short-Intermediate Government
Trust; Federated Short-Term U.S. Government Trust; Federated Stock
Trust; Federated Tax-Free Trust; Federated U.S. Government Bond Fund;
First Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.;
Fortress Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.;
Government Income Securities, Inc.; High Yield Cash Trust; Insight
Institutional Series, Inc.; Insurance Management Series; Intermediate
Municipal Trust; International Series, Inc.; Investment Series Funds,
Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty
High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.;
Liberty U.S. Government Money Market Trust; Liberty Term Trust, Inc. -
1999; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series
Trust; Money Market Management, Inc.; Money Market Obligations Trust;
Money Market Trust; Municipal Securities Income Trust; Newpoint Funds;
111 Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument
Funds; The Shawmut Funds; Short-Term Municipal Trust; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments Trust;
Trademark Funds; Trust for Financial Institutions; Trust for Government
Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust
for U.S. Treasury Obligations; The Virtus Funds; and World Investment
Series, Inc.
TRUSTEES COMPENSATION
AGGREGATE
NAME AND COMPENSATION
POSITION WITH FROM THE TOTAL COMPENSATION PAID
THE TRUST TRUST* FROM THE FUND COMPLEX +
John F. Donahue $ 0 $0 for the Trust and
Chairman and Trustee 68 other investment companies in the Fund
Complex
John T. Conroy, Jr $ 1,566 $117,202 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
William J. Copeland $ 1,566 $117,202 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
James E. Dowd $ 1,566 $117,202 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D. $ 1,419 $106,460 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr. $ 1,566 $117,202 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
Peter E. Madden $ 1,419 $90,563 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
Gregor F. Meyer $ 1,419 $106,460 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
John E. Murray, Jr. $ 0 $0 for the Trust and
Trustee 69 other investment companies in the Fund
Complex
Wesley W. Posvar $ 1,419 $106,460 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
Marjorie P. Smuts $ 1,419 $106,460 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
*Information is furnished for the fiscal year ended October 31, 1994.
+The information is provided for the last calendar year.
If the nominees for election as Trustees named above shall by
reason of death or for any other reason become unavailable as a
candidate at the Special Meeting, votes pursuant to the enclosed proxy
will be cast for a substitute candidate by the attorneys named therein,
or their substitutes, present and acting at the Special Meeting. Any
such substitute candidate for election as a Trustee shall be nominated
by the Executive Committee. The Board of Trustees has no reason to
believe that the nominees will become unavailable for election as
Trustees.
During the fiscal year ended October 31, 1994, there were four
meetings of the Board of Trustees. The Trustees who are not interested
persons of the Trust as a group received fees totaling $13,359. All
Trustees were reimbursed for expenses for attendance at meetings.
Other than its Executive Committee, the Trust has one Board
committee, the Audit Committee. Generally, the function of the Audit
Committee is to assist the Board in fulfilling its duties relating to
the Trust's accounting and financial reporting practices and to serve as
a direct line of communication between the Board and the independent
auditors. The specific functions of the Audit Committee include
recommending the engagement or retention of the independent auditors,
reviewing with the independent auditors the plan and the results of the
auditing engagement, approving professional services provided by the
independent auditors prior to the performance of such services,
considering the range of audit and non-audit fees, reviewing the
independence of the independent auditors, reviewing the scope and
results of the Trust's procedures for internal auditing, and reviewing
the Trust's system of internal accounting controls.
Messrs. Flaherty, Copeland, Conroy, and Dowd serve on the Audit
Committee. These Trustees are not interested Trustees of the Trust. J.
Joseph Maloney, Jr., previously a member of the Audit Committee, served
until March 21, 1991. At its Meeting on May 15, 1991, the Board of
Trustees appointed Mr. Copeland to the Audit Committee. At its Meeting
on _______, 199_, the Board of Trustees appointed Dr. Conroy to the
Audit Committee. During the fiscal year ended October 31, 1994, there
were four meetings of the Audit Committee. All of the members of the
Audit Committee were present at each meeting. Each member of the Audit
Committee receives an annual fee of $100 plus $25 for attendance at each
meeting and is reimbursed for expenses of attendance.
The Executive Officers of the Trust are elected annually by the
Board of Trustees. Each officer holds the office until qualification of
his successor. The names and dates of birth (in parentheses) of the
executive officers of the Trust who are not listed above and their
principal occupations during the last five years are as follows: Glen R.
Johnson (May 2, 1929), President of the Trust, is Trustee, Federated
Investors; staff member, Federated Securities Corp. and Federated
Administrative Services; and President and/or Trustee of some of the
Funds. J. Christopher Donahue (April 11, 1949), Vice President of the
Trust, is President and Trustee, Federated Investors, Trustee, Federated
Advisers, Federated Management, and Federated Research; President and
Director, Federated Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Administrative Services, Federated Services Company,
and Federated Shareholder Services; President or Vice President of the
Funds; and Director, Trustee, or Managing General Partner of some of the
Funds. Mr. Donahue is the son of John F. Donahue, Chairman and Trustee
of the Trust. Richard B. Fisher (May 17, 1923), Vice President of the
Trust, is Executive Vice President and Trustee, Federated Investors;
Director, Federated Research Corp.; Chairman and Director, Federated
Securities Corp.; President or Vice President of some of the Funds; and
Director or Trustee of some of the Funds. Edward C. Gonzales (October
22, 1930), Vice President and Treasurer of the Trust, is Vice President,
Treasurer, and Trustee, Federated Investors; Vice President and
Treasurer, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Executive Vice
President, Treasurer, and Trustee, Federated Securities Corp.; Trustee,
Federated Services Company and Federated Shareholder Services; Chairman,
Treasurer, and Trustee, Federated Administrative Services; Vice
President and Treasurer of the Funds; and Trustee or Director of some of
the Funds. John W. McGonigle (October 26, 1938), Vice President and
Secretary of the Trust, is Vice President, Secretary, General Counsel,
and Trustee, Federated Investors; Vice President, Secretary, and
Trustee, Federated Advisers, Federated Management, and Federated
Research; Vice President and Secretary, Federated Research Corp. and
Passport Research, Ltd.; Trustee, Federated Services Company; Executive
Vice President, Secretary, and Trustee, Federated Administrative
Services; Secretary and Trustee, Federated Shareholder Services;
Executive Vice President and Director, Federated Securities Corp.; and
Vice President and Secretary of the Funds. Messrs. Fisher, Gonzales,
Johnson and McGonigle have been officers of the Trust since April 17,
1984. Mr. J. C. Donahue has been an officer of the Trust since April
25, 1989.
Officers and Trustees own less than 1% of the Trust's outstanding
shares.
Federated Administrative Services is the Trust's Administrator.
During the fiscal year ended October 31, 1994, the Trust paid $410,620
for these services.
In addition, Dr. Henry J. Gailliot, an officer of Federated
Management, the adviser to the Trust, holds approximately 20% of the
outstanding common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing services to
Federated Administrative Services.
Federated Securities Corp., the principal underwriter for the
Trust, and Federated Administrative Services are both wholly-owned
subsidiaries of Federated Investors. Their address is Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779.
THE BOARD OF TRUSTEES OF THE TRUST
UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS APPROVE THE ELECTION OF TRUSTEES
______________________
FEDERATED INVESTORS
The following officers and Trustees of Federated Investors are
also officers of the Trust. All of the Class A (voting) shares of
Federated Investors are owned by a trust, the trustees of which are:
John F. Donahue, Chairman and Trustee of Federated Investors, Rhodora J.
Donahue, wife of John F. Donahue, and J. Christopher Donahue, son of
John F. Donahue and President and Trustee of Federated Investors.*
Officers and Trustees of the Trust who own Class B shares of Federated
Investors (non-voting), their positions with Federated Investors, and
the number of Class B shares beneficially owned by such persons (in
parentheses) are: John F. Donahue*, Trustee and Chairman
(____________________); J. Christopher Donahue,* son of John F. Donahue
and President and Trustee of Federated Investors (____________________);
Richard B. Fisher, Trustee and Executive Vice President (_______); Glen
R. Johnson, Trustee (________________); Edward C. Gonzales*, Trustee,
Vice President, and Treasurer (_______); and John W. McGonigle*,
Trustee, Vice President, General Counsel, and Secretary (_________).
______________________
* The number of shares of Federated Investors indicated may include
shares of Federated Investors held jointly with spouses or other family
members, shares of Federated Investors held by family-owned partnerships
or other business organizations, shares of Federated Investors held by
spouses and other family members and/or shares of Federated Investors
held in trust for one or more family members. The listed individuals
disclaim beneficial ownership of shares of Federated Investors held by
spouses, other family members and trusts, and by family-owned
partnerships or other business organizations to the extent not owned by
them.
______________________
INDEPENDENT AUDITORS
Representatives of Ernst & Young LLP, the independent auditors for
the Trust, are not expected to be present at the Special Meeting, but,
if in attendance, they will be given the opportunity to make a statement
if they so desire and will otherwise be available should any matter
arise requiring their presence.
______________________
APPROVAL OR DISAPPROVAL OF AN AMENDMENT TO
THE TRUST'S DECLARATION OF TRUST TO ALLOW
THE TRUSTEES TO MAKE CHANGES TO THE NAME OF
THE TRUST WITHOUT SHAREHOLDER APPROVAL
The Board of Trustees, at its meeting on May __, 1995 unanimously
approved an amendment to the Declaration of Trust (the "Declaration") to
permit the Trustees to make changes to the name of the Trust without
shareholder approval. Shareholders are being asked to approve the same
amendment.
This amendment would permit the Trustees to exercise the authority
to change the name of the Trust without the Trust incurring the expense
associated with a Shareholder Vote. Shareholders are being asked to
approve or disapprove amendments to the Declaration to allow the Trust
to establish and designate separate series and classes of shares. In
order to accurately identify the Trust and distinguish it from each
separate portfolio, if approved by Shareholders, and thus, to avoid
confusion, the Trustees may find it appropriate to re-name the Trust.
In the event that the amendment is not approved by Shareholders,
this section of the Declaration will remain as it currently exists, and
the Trustees will consider what action, if any, should be taken.
Shareholder approval of the proposed amendment to the Declaration
requires the affirmative vote of: (a) 67% or more of the Shares of the
Trust present at the Special Meeting, if the holders of more than 50% of
the outstanding Shares of the Trust are present or represented by proxy;
or (b) more than 50% of the outstanding Shares of the Trust, whichever
is less.
THE BOARD RECOMMENDS THAT SHAREHOLDERS
APPROVE THE AMENDMENT TO THE TRUST'S
DECLARATION OF TRUST TO ALLOW THE
TRUSTEES TO MAKE CHANGES TO THE NAME OF THE
TRUST WITHOUT SHAREHOLDER APPROVAL
______________________
APPROVAL OR DISAPPROVAL OF AMENDMENTS TO THE
TRUST'S DECLARATION OF TRUST TO ALLOW THE TRUST
TO ESTABLISH AND DESIGNATE SEPARATE SERIES
AND CLASSES OF SHARES
Shareholders are also being asked to approve amendments to the
Declaration to furnish the Trust with the flexibility to add separate
investment portfolios as series of the Trust (the "portfolios") and to
designate classes of shares within a portfolio. Currently, the Trust is
constrained by its Declaration to provide a single investment portfolio
issuing only one class of shares. Conditioned upon approval of the
amendment that would allow the issuance of separate series and classes
of shares, it is proposed that existing Shareholders of the Trust will
be designated as holders of a separate investment portfolio of the
Trust.
At a meeting held on May __, 1995, the Trustees approved the
proposed amendments to the Declaration, as well as a proposal to create
three classes of shares, which are described below. As a technical
matter, this would result in the Trust having one portfolio, comprised
of three distinct classes of shares. These actions are subject to
approval by the Shareholders of the proposed amendment to the
Declaration. There is presently no intention to add classes other than
as described, although the proposed amendment to the Declaration would
permit the Trustees to take such actions at a future date, without first
seeking Shareholders' approval. As discussed further below, these
actions are being recommended because they may be advantageous for the
Trust and its Shareholders.
The Trustees believe that the added flexibility provided by the
proposed amendments to the Declaration to permit the creation of
separate series and classes of shares may enhance the marketing
opportunities for the Trust and provide investors with purchasing
options best suited to their individual situations. This may attract
more investment dollars, resulting in greater investment opportunities
for the Trust. In addition, an increased asset size of the Trust may
result in economies of scale and a reduction in the Trust's overall
expense ratio. A reduction in the overall expense ratio may have a
favorable effect on the Trust's net yield for all classes of shares.
GENERAL CHARACTERISTICS OF PORTFOLIOS AND CLASSES
Each share of a portfolio of the Trust would represent an equal
and proportionate interest in the assets owned by such portfolio. Each
share in a portfolio would have identical voting rights with each other
share of the Trust outstanding for purposes of voting on issues that
affect the Trust as a whole, such as the election of Trustees. All
shares of all classes of each portfolio of the Trust would have equal
voting rights on matters affecting that entire portfolio, such as
changes in investment policies. On matters affecting only a particular
class, such as certain distribution arrangements, only Shareholders of
that class would be entitled to vote.
Holders of shares would pay their allocable portion of portfolio
and Trust expenses. The Trust expenses for which holders of shares
would pay their allocable portion include, but are not limited to: the
cost of organizing the Trust and continuing its existence; registering
the Trust with federal and state securities authorities; Trustees' fees;
auditors' fees; the cost of meetings of Trustees; legal fees of the
Trust; association membership dues; and such non-recurring and
extraordinary items as may arise. The portfolio expenses for which
holders of shares pay their allocable portion include, but are not
limited to: registering the portfolio and shares of the portfolio;
investment advisory services; taxes and commissions; custodian fees;
insurance premiums; auditors' fees; and such non-recurring and
extraordinary items as may arise.
Each class of shares would be available through different
distribution channels. All classes of shares would have the same rights
and privileges, except that the amendments to the Declaration would
authorize the Trustees to allocate expenses among the classes related to
shareholder services and distribution methods ("Class Expenses").
Different Class Expenses borne by the classes would result in different
dividends among the classes. This structure would cause classes having
higher expense ratios to pay lower dividends than classes with lower
expense ratios within a portfolio.
The Board of Trustees would reserve the right to allocate Class
Expenses to holders of shares on a class-by-class basis as it deems
appropriate. In any case, Class Expenses would be limited to: expenses
under a distribution plan adopted by the Trust with respect to that
class of shares pursuant to Rule 12b-1 under the 1940 Act (the "12b-1
Plan"); transfer agent fees as identified by the transfer agent as
attributable to holders of a class of shares; printing and postage
expenses related to preparing and distributing materials such as
Shareholder reports, prospectuses, and proxies to current Shareholders;
registration fees paid to the Securities and Exchange Commission and
state securities commissions; expenses relating to administrative
personnel and service as required to support holders of a class of
shares; legal fees related solely to a class of shares; and Trustees'
fees incurred as a result of issues relating solely to a class of
shares.
THE PROPOSED AMENDMENTS WOULD NOT ALTER THE RIGHTS AND PRIVILEGES
OF CURRENT TRUST SHAREHOLDERS.
If the proposal to amend the Declaration is adopted, the Trust
currently intends to create three classes of shares, which will be
designated "Class A Shares," "Class B Shares," and "Class C Shares."
The existing shares would then be designated "Class A Shares." The
Class A Shares will be subject to a front-end sales load, but will
continue to be offered without the imposition of a sales charge to
shareholders in the Trust as of the record date, trust departments,
investment advisers, insurance companies, and certain retirement plans.
The Class B Shares and Class C Shares are purchased at net asset value
and would be subject to contingent deferred sales charges, at a rate or
rates and for a period of time to be described in the prospectus for
Class B Shares and Class C Shares. The contingent deferred sales charge
for Class B Shares and Class C Shares may differ in amount or duration
depending upon which class of shares is purchased. In addition, Class B
Shares and Class C Shares would be subject to a 12b-1 Plan, which would
impose additional fees not borne by existing shares. Both Class B
Shares and Class C Shares would be sold without an initial sales load.
BOARD OF TRUSTEES' RECOMMENDATION
If approved, the Declaration will be amended throughout to provide
that shares of the Trust can be issued in one or more portfolios and in
one or more classes. The Trustees have reviewed and unanimously
approved the proposed amendment to the Declaration to allow the Trust to
establish and designate separate series and classes of shares and has
directed that it be submitted to Shareholders for their approval. In
the event that the amendments to the Declaration to allow the Trust to
establish and designate separate series and classes of shares are not
approved by Shareholders, this section of the Declaration will remain as
it currently exists and the Trustees will consider what action, if any,
should be taken. Approval requires the affirmative vote of: (a) 67% or
more of the Shares of the Trust present at the Special Meeting, if the
holders of more than 50% of the outstanding Shares of the Trust are
present or represented by proxy; or (b) more than 50% of the outstanding
Shares of the Trust, whichever is less.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS APPROVAL
OF THE PROPOSED AMENDMENTS TO THE TRUST'S DECLARATION
OF TRUST TO ALLOW THE TRUST TO ESTABLISH AND DESIGNATE
SEPARATE SERIES AND CLASSES OF SHARES
______________________
APPROVAL OR DISAPPROVAL OF AN AMENDMENT TO THE
TRUST'S DECLARATION OF TRUST TO PERMIT SHAREHOLDERS
TO APPROVE ANY PROPOSED SALE AND CONVEYANCE OF ANY INDIVIDUAL PORTFOLIO
OF THE TRUST OR ANY OF THE
TRUST'S ASSETS TO ANOTHER INVESTMENT COMPANY BY MAJORITY VOTE
Shareholders are being asked to approve an amendment to the
Declaration to permit Shareholders to approve any proposed sale and
conveyance of any individual portfolio of the Trust or any of the
Trust's assets to another investment company by majority vote.
There is currently no plan to sell and convey the assets of the
Trust to any other investment company. To provide the Trust with
maximum flexibility and in the event circumstances would change and the
Trustees would determine that a sale and conveyance of assets would be
in the best interest of the Shareholders, the Trustees are recommending
the adoption of this proposed amendment to the Declaration.
Article XII, Section 4(b) of the Declaration currently requires
the approval of the holders of at least two-thirds of the outstanding
Shares of the Trust to approve any sale and conveyance of the assets of
the Trust. To reduce the likelihood of greater expenses in a proposed
solicitation for the approval of any sale and conveyance, the Trustees
have recommended an amendment that would allow a majority vote, as
opposed to a two-thirds vote, of the Shareholders to approve such a
transaction.
If approved by Shareholders, Article XII, section 4(b) of the
Declaration would be amended to read as follows:
"(b) The Trustees, with the approval of the holders of a
majority of the outstanding Shares, may by unanimous action
sell and convey the assets of the Trust to another trust or
corporation organized under the laws of any State of the
United States, which is an investment company as defined in
the 1940 Act, for an adequate consideration which may
include the assumption of all outstanding obligations, taxes
and other liabilities, accrued or contingent, of the Trust
and which may include Shares of beneficial interest or stock
of such trust or corporation. Upon making provision for the
payment of all such liabilities, by such assumption or
otherwise, the Trustees shall distribute the remaining
proceeds ratably among the holders of the Shares of the
Trust then outstanding."
In the event that the amendment to Article XII, Section 4(b) of
the Declaration is not approved by Shareholders, this section of the
Declaration will remain as it currently exists and the Board of Trustees
will consider what action, if any, should be taken. Approval requires
the affirmative vote of: (a) 67% or more of the Shares of the Trust
present at the Special Meeting, if the holders of more than 50% of the
outstanding Shares of the Trust are present or represented by proxy; or
(b) more than 50% of the outstanding Shares of the Trust, whichever is
less.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS APPROVAL
OF THE AMENDMENT TO THE TRUST'S DECLARATION OF TRUST TO
PERMIT SHAREHOLDERS TO APPROVE ANY PROPOSED SALE AND
CONVEYANCE OF ANY INDIVIDUAL PORTFOLIO OF THE TRUST OR ANY OF THE
TRUST'S ASSETS TO ANOTHER INVESTMENT
COMPANY BY MAJORITY VOTE.
______________________
APPROVAL OR DISAPPROVAL OF AMENDMENTS TO THE
TRUST'S DECLARATION OF TRUST TO ALLOW THE
TRUSTEES TO LIQUIDATE AND DISSOLVE ANY INDIVIDUAL PORTFOLIO OF THE TRUST
OR THE ENTIRE TRUST WITHOUT
SHAREHOLDER APPROVAL IF THEY DEEM SUCH ACTION TO BE IN
THE BEST INTEREST OF THE SHAREHOLDERS
Shareholders are being asked to approve an amendment to the
Declaration to permit the Trustees to liquidate if they deem such action
to be in the best interest of the Shareholders.
There is currently no plan to liquidate and dissolve the Trust.
The Declaration currently provides that "(s)ubject to a Majority
Shareholder Vote, the Trustees may at any time sell and convert into
money all of the assets of the Trust." This provision of the
Declaration enables the Shareholders of the Trust to terminate the
further management of the Trust. The Trustees have determined that the
current provision presents a cumbersome structure under which the best
interest of the Shareholders may not be served. By requiring the
Trustees to solicit a Majority Shareholder Vote by means of a proxy
solicitation and special meeting of the Shareholders, the Declaration
greatly hinders the Trustees' ability to react quickly to market
conditions or the economic viability of maintaining the Trust. By
amending the Declaration, the Trustees will be able to act quickly upon
their decision to sell the assets of the Trust.
The revised Article XII, Section 4(c) shall read as follows:
"The Trustees may at any time sell and convert into money all the
assets of the Trust or any Series or Class without Shareholder
approval, unless otherwise required by applicable law. Upon
making provision for the payment of all outstanding obligations,
taxes and other liabilities, accrued or contingent, belonging to
each Series or Class, the Trustees shall distribute the remaining
assets belonging to each Series or Class ratably among the holders
of the outstanding Shares of that Series or Class.
RISKS ASSOCIATED WITH LIQUIDATION
Although the Board of Trustees has established its own liquidity
guidelines, as well as following parameters set forth by the Commission,
there can be no assurances that a security will be liquid at the time of
sale, particularly as applied to the liquidity of a Rule 144A Security.
Although the Trustees of the Trust may determine that the
dissolution and liquidation is appropriate, the Shareholders should also
consider the income tax effect of the dissolution and liquidation. If a
liquidation is commenced, the Shareholders will recognize a gain or loss
on their investment for federal income tax purposes. The liquidation
will be treated as a sale or exchange of Shares. This treatment may
also have a state income tax effect. The taxable effect to a Shareholder
will be in the taxable year in which liquidation occurs. Shareholders
are urged to consult with their tax advisers regarding federal, state
and local tax issues.
In the event that the amendment to the Declaration to allow the
Trustees to liquidate and dissolve the Trust is not approved by
Shareholders, this section of the Declaration will remain as it
currently exists and the Trustees will consider what action, if any,
should be taken. Approval requires the affirmative vote of: (a) 67% or
more of the Shares of the Trust present at the Special Meeting, if the
holders of more than 50% of the outstanding Shares of the Trust are
present or represented by proxy; or (b) more than 50% of the outstanding
Shares of the Trust, whichever is less.
THE BOARD RECOMMENDS APPROVAL OF THE AMENDMENTS
TO THE TRUST'S DECLARATION OF TRUST TO ALLOW THE
TRUSTEES TO LIQUIDATE AND DISSOLVE THE TRUST WITHOUT
SHAREHOLDER APPROVAL IF THEY DEEM SUCH ACTION TO BE IN
THE BEST INTERESTS OF THE SHAREHOLDERS
THE ASSETS OF THE TRUST
______________________
OTHER MATTERS AND DISCRETION
OF ATTORNEYS NAMED IN THE PROXY
While the Special Meeting is called to act upon any other business
that may properly come before it, at the date of this Proxy Statement,
the only business which the Board of Trustees intends to present or
knows that others will present is the business mentioned in the notice
of meeting. If any other matters lawfully come before the Special
Meeting, and as to all procedural matters at the meeting, it is the
intention that the enclosed proxy shall be voted in accordance with the
best judgment of the attorneys named therein, or their substitutes,
present and acting at the Special Meeting.
If, at the time any session of the Special Meeting is called to
order, a quorum is not present in person or by proxy, the persons named
as proxies may vote those proxies which have been received to adjourn
the Special Meeting to a later date. In the event that a quorum is
present but sufficient votes in favor of one or more of the proposals
have not been received, the persons named as proxies may propose one or
more adjournments of the Special Meeting to permit further solicitation
of proxies with respect to any such proposal. All such adjournments
will require the affirmative vote of a majority of the Shares present in
person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies which
they are entitled to vote in favor of the proposal, in favor of such an
adjournment, and will vote those proxies required to be voted against
the proposal, against any such adjournment. A vote may be taken on one
or more of the proposals in this Proxy Statement prior to any such
adjournment if sufficient votes for its approval have been received and
it is otherwise appropriate.
As of June 15, 1995, to the best knowledge of the Trust, there
were no beneficial owners of 5% or more of the outstanding shares of the
Trust.
If you do not expect to attend the Special Meeting, please mark,
sign, and date your proxy and return it in the enclosed envelope to
avoid unnecessary expense and delay. No postage is necessary.
By Order of the Trustees
John W. McGonigle
Secretary
June 28, 1995
FEDERATED GROWTH TRUST
SPECIAL MEETING OF SHAREHOLDERS AUGUST 14, 1995
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
FEDERATED GROWTH TRUST hereby appoint Gia Albanowski, Patricia F.
Conner, Patricia L. Godlewski, Suzanne W. Land, and Robert C. Rosselot,
or any one of them, true and lawful attorneys, with power of
substitution of each, to vote all Shares of FEDERATED GROWTH TRUST,
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders to be held on August 14, 1995, at Federated Investors
Tower, Pittsburgh, Pennsylvania, at 2:30 p.m., and at any adjournment
thereof.
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Special Meeting.
PROPOSAL(S)
1) ELECTION OF THREE NEW TRUSTEES;
2) APPROVAL OF AN AMENDMENT TO THE TRUST'S DECLARATION OF TRUST TO
ALLOW THE TRUSTEES TO MAKE CHANGES TO THE NAME OF THE TRUST WITHOUT
SHAREHOLDER APPROVAL;
3) APPROVAL OF AMENDMENTS TO THE TRUST'S DECLARATION OF TRUST TO ALLOW
THE TRUST TO ESTABLISH AND DESIGNATE SEPARATE SERIES AND CLASSES OF
SHARES;
4) APPROVAL OF AN AMENDMENT TO THE TRUST'S DECLARATION OF TRUST TO
ALLOW A SALE AND CONVEYANCE OF ANY INDIVIDUAL PORTFOLIO OF THE TRUST
OR ANY OF THE TRUST'S ASSETS TO ANOTHER OPEN-END MANAGEMENT
INVESTMENT COMPANY BY MAJORITY VOTE; AND
5) APPROVAL OF AN AMENDMENT TO THE TRUST'S DECLARATION OF TRUST TO
ALLOW THE TRUSTEES TO LIQUIDATE AND DISSOLVE ANY INDIVIDUAL
PORTFOLIO OF THE TRUST OR THE ENTIRE TRUST WITHOUT SHAREHOLDER
APPROVAL IF THEY DEEM SUCH ACTION TO BE IN THE BEST INTEREST OF THE
SHAREHOLDERS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
attorneys named will vote the Shares represented by this proxy in
accordance with the choices made on this card. IF NO CHOICE IS
INDICATED AS TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THAT
MATTER. The approval of each proposal is not contingent on the approval
of any other matter.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION. PLACE THE BALLOT SO THAT THE RETURN ADDRESS,
LOCATED ON THE REVERSE SIDE OF THE MAIL-IN-STUB, APPEARS THROUGH THE
WINDOW OF THE ENVELOPE.
FEDERATED GROWTH TRUST PROXY VOTING MAIL-IN STUB
RECORD DATE SHARES
Please sign EXACTLY as your name(s) appear above. When signing as
attorney, executor, administrator, guardian, trustee, custodian, etc.,
please give your full title as such. If a corporation or partnership,
please sign the full name by an authorized officer or partner. If stock
is owned jointly, all parties should sign.
PROPOSAL 1: ELECTION OF TRUSTEES. To
withhold authority to vote for a nominee,
strike a line through the nominee's name
below:
____ FOR all nominees listed below
____ Vote withheld for all nominees listed
below
____ FOR all nominees listed below (except as
marked to the contrary below)
J. T. Conroy, Jr. P. E. Madden
J. E. Murray, Jr.
PROPOSALS:
2) FOR ____ AGAINST ____ ABSTAIN ____
3) FOR ____ AGAINST ____ ABSTAIN ____
4) FOR ____ AGAINST ____ ABSTAIN ____
5) FOR ____ AGAINST ____ ABSTAIN ____
Dated: _______________, 19____
___________________________
___________________________
Signature(s) of Shareholders(s)
