SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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
Hibernia Funds
(Name of Registrant as Specified In Its Charter)
Federated Investors, Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PRELIMINARY PROXY STATEMENT
HIBERNIA FUNDS
Hibernia Capital Appreciation Fund
Hibernia Louisiana Municipal Income Fund
Hibernia Mid Cap Equity Fund
Hibernia Total Return Bond Fund
Hibernia U.S. Government Income Fund
Hibernia Cash Reserve Fund
Hibernia U.S. Treasury Money Market Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 13, 1999
A Special Meeting of the shareholders of Hibernia Capital Appreciation
Fund, Hibernia Louisiana Municipal Income Fund, Hibernia Mid Cap Equity Fund,
Hibernia Total Return Bond Fund, Hibernia U.S. Government Income Fund, Hibernia
Cash Reserve Fund, and Hibernia U.S. Treasury Money Market Fund (the "Funds"),
portfolios of the Hibernia Funds (the "Trust"), will be held at 5800 Corporate
Drive, Pittsburgh, Pennsylvania 15237-7010, at 10:00 a.m. (Eastern time), on
September 13, 1999 for the following purposes:
(1) To elect two Trustees.
(2) To make changes to the Funds' fundamental investment
policies:
(a) To amend the Funds' fundamental investment
policies regarding diversification
(Louisiana Municipal Income Fund is a
non-diversified fund, therefore its
shareholders will not vote on this
Proposal.);
((b) To amend the Funds' fundamental investment policies
regarding borrowing money and issuing senior
securities;
(c) To amend the Funds' fundamental investment policies
regarding investments in real estate;
(d) To amend the Funds' fundamental investment policies
regarding investing in commodities;
(e) To amend the Funds' fundamental investment policies
regarding underwriting securities;
(f) To amend the Funds' fundamental investment policies
regarding lending by the Funds;
(g) To amend, and to make non-fundamental, the
Funds' (except U.S. Treasury Money Market
Fund) fundamental investment policies
regarding buying securities on margin;
(h) To amend, and to make non-fundamental, the
Funds' (except U.S. Treasury Money Market
Fund) fundamental investment policies
regarding pledging assets;
(i) To amend, and to make non-fundamental, the
Louisiana Municipal Income Fund's
fundamental investment policy regarding
investing in restricted securities (Only
shareholders of Louisiana Municipal Income
Fund are entitled to vote on this
Proposal.); and
(j) To amend, and to make non-fundamental, Cash
Reserve Fund's fundamental investment policy
regarding acquiring securities (Only
shareholders of Cash Reserve Fund are
entitled to vote on this Proposal.).
(3) To eliminate certain of the Funds' fundamental
investment policies:
(a) To remove the Funds' (except U.S. Treasury Money Market
Fund) fundamental investment policies on selling
securities short; and
((b) To remove the Capital Appreciation Fund's, Louisiana
Municipal Income Fund's and U.S. Government Income
Fund's fundamental investment policies on investing in
oil, gas, and minerals. (Only shareholders of the
Capital Appreciation Fund, Louisiana Municipal Income
Fund and U.S. Government Income Fund are entitled to
vote on this Proposal.)
To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Trustees has fixed August 16, 1999 as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Board of Trustees,
Peter J. Germain
Secretary
August 27, 1999
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND 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.
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4
TABLE OF CONTENTS
About the Proxy Solicitation and the Meeting................................5
Election of Two Trustees....................................................5
Approval of Changes to the Funds' Fundamental Investment Policies...........8
Approval of the Elimination of Certain Fundamental Investment Policies ....20
Information About the Trust................................................22
Proxies, Quorum and Voting at the Meeting..................................22
Share Ownership............................................................23
Trustee Compensation.......................................................23
Officers of the Trust......................................................25
Other Matters and Discretion of Attorneys Named in the Proxy...............27
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17
PRELIMINARY PROXY STATEMENT
HIBERNIA FUNDS
5800 Corporate Drive
Pittsburgh, PA 15237-7010
About the Proxy Solicitation and the Meeting
The enclosed proxy is solicited on behalf of the Board of Trustees of
the Trust (the "Board" or "Trustees"). The proxies will be voted at the special
meeting of shareholders of the Funds, portfolios of the Trust, to be held on
September 13, 1999, at 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7010, at 10:00 a.m. (such special meeting and any adjournment or
postponement thereof are referred to as the "Meeting").
The cost of the solicitation, including the printing and mailing of
proxy materials, will be borne by the Trust. In addition to solicitations
through the mails, proxies may be solicited by officers, employees, and agents
of the Trust or, if necessary, a communications firm retained for this purpose.
Such solicitations may be by telephone, telegraph, or otherwise. Any telephonic
solicitations will follow procedures designed to ensure accuracy and prevent
fraud, including requiring identifying shareholder information, recording the
shareholder's instructions, and confirming to the shareholder after the fact.
Shareholders who communicate proxies by telephone or by other electronic means
have the same power and authority to issue, revoke, or otherwise change their
voting instruction as shareholders submitting proxies in written form. The Trust
may reimburse custodians, nominees, and fiduciaries for the reasonable costs
incurred by them in connection with forwarding solicitation materials to the
beneficial owners of shares held of record by such persons.
The Board has reviewed the recommended changes to the investment
policies of the Funds and approved them, subject to shareholder approval. The
purposes of the Meeting are set forth in the accompanying Notice. The Trustees
know of no business other than that mentioned in the Notice that will be
presented for consideration at the Meeting. Should other business properly be
brought before the Meeting, proxies will be voted in accordance with the best
judgment of the persons named as proxies. This proxy statement and the enclosed
proxy cards are expected to be mailed on or about August 27, 1999, to
shareholders of record at the close of business on August 16, 1999 (the "Record
Date"). On the Record Date, the Funds had outstanding ___________________ shares
of beneficial interest.
The Funds' annual reports, which include audited financial statements
for the fiscal year ended August 31, 1998, and semi-annual reports, dated
February 28, 1999, which include unaudited financial statements, were previously
mailed to shareholders. The Trust's principal executive offices are located at
5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010. The Trust's toll-free
telephone number is 1-800-999-0124.
PROPOSAL 1: ELECTION OF TWO TRUSTEES
The persons named as proxies intend to vote in favor of the election of
Edward C. Gonzales and Arthur Rhew Dooley, Jr. (collectively, the "Nominees") as
Trustees of the Trust. Mr. Gonzales is presently serving as a Trustee of the
Trust. Mr. Gonzales was appointed to the Board on September 23, 1991 and
presently serves as President, Treasurer, and a Trustee of the Trust. If elected
by shareholders, Mr. Dooley is expected to assume his responsibilities as
Trustee effective September 14, 1999. Please see "About the Election of
Trustees" below for current information about the Nominees.
The Nominees have consented to serve if elected. If elected, the
Trustees will hold office without limit in time until death, resignation,
retirement, or removal or until the next meeting of shareholders to elect
Trustees and the election and qualification of their successors. Election of a
Trustee is by a plurality vote, which means that the individuals receiving the
greatest number of votes at the Meeting will be deemed to be elected.
If a Nominee for election as a Trustee named above shall by reason of
death or for any other reason become unavailable as a candidate at the Meeting,
votes pursuant to the enclosed proxy will be cast for a substitute candidate by
the proxies named on the proxy card, or their substitutes, present and acting at
the Meeting. Any such substitute candidate for election as a Trustee who is an
"interested person" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Trust shall be nominated by the Executive
Committee. The selection of any substitute candidate for election as a Trustee
who is not an "interested person" shall be made by a majority of the Trustees
who are not "interested persons" of the Trust. The Board has no reason to
believe that any Nominee will become unavailable for election as a Trustee.
THE BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS VOTE TO ELECT AS TRUSTEES THE NOMINEES FOR
ELECTION TO THE BOARD OF TRUSTEES OF THE TRUST
About the Election of Trustees
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; (d) each Trustee shall retire in accordance
with the retirement policy adopted by the Board; and (e) 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. 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 shareholders' 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.
Set forth below is a listing of: (i) the Trustee standing for election,
and (ii) the Nominee standing for election who is not presently serving as a
Trustee, along with their addresses, birthdates, present positions with the
Trust, if applicable, and principal occupations during the past five years:
Trustee Standing for Election
Edward C. Gonzales
Birth Date: October 22, 1930
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA
President, Treasurer, and Trustee
Trustee or Director of some of the Funds in the Federated Fund Complex;
President, Executive Vice President and Treasurer of some of the Funds in the
Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Vice
President, Federated Investment Management Company, Federated Investment
Counseling, Federated Global Investment Management Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company.
Nominee Standing for Election
Arthur Rhew Dooley, Jr.
====================
Birthdate:
Positions for the past five years to come
APPROVAL OF CHANGES TO THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES
Introduction
The 1940 Act (which was adopted to protect mutual fund shareholders)
requires investment companies such as the Trust to adopt certain specific
investment policies or restrictions that can be changed only by shareholder
vote. An investment company may also elect to designate other policies or
restrictions that may be changed only by shareholder vote. Both types of
policies and restrictions are often referred to as "fundamental policies." These
policies and restrictions limit the investment activities of the Funds'
investment adviser.
After the Trust was formed in 1988, legal and regulatory requirements
applicable to mutual funds changed. For example, certain restrictions imposed by
state laws and regulations were preempted by the National Securities Markets
Improvement Act of 1996 ("NSMIA") and no longer apply. As a result, the Funds
are subject to fundamental policies that are no longer required to be
fundamental, and to other policies that are no longer required at all.
Accordingly, the Trustees have authorized the submission to the Funds'
shareholders for their approval, and recommend that shareholders approve, the
amendment, reclassification and/or elimination of certain of the Funds'
fundamental policies.
The proposed amendments would:
(i) simplify, modernize and standardize the fundamental policies that are
required to be stated under the 1940 Act;
(ii) reclassify as operating policies those fundamental policies that are
not required to be fundamental under the 1940 Act; and
(iii) eliminate those fundamental policies that are no longer required
by the securities laws of the various states.
By reducing the number of policies that can be changed only by
shareholder vote, the Trustees believe that the Trust would be able to minimize
the costs and delays associated with holding future shareholder meetings to
revise fundamental policies that become outdated or inappropriate. The Trustees
also believe that the investment adviser's ability to manage the Funds' assets
in a changing investment environment will be enhanced and that investment
management opportunities will be increased by these changes. The chart that
follows briefly describes the differences between fundamental policies and
non-fundamental policies.
<TABLE>
<CAPTION>
<S> <C> <C>
Fundamental Policies Non-Fundamental Policies
-------------------------------------- ---------------------------------------
Who must approve changes in the Board of Trustees and shareholders Board of Trustees
policies?
How quickly can a change in the Fairly slowly, since a vote of Fairly quickly, because the change
policies be made? shareholders is required can be accomplished by action of the
Board of Trustees
What is the relative cost to Costly to change because a Less costly to change because a
change a policy? shareholder vote requires holding a change can be accomplished by action
meeting of shareholders of the Board of Trustees
</TABLE>
The recommended changes are specified below. Each Proposal will be
voted on separately, and the approval of each Proposal will require the approval
of a majority of the outstanding voting shares of the Funds as defined in the
1940 Act. (See "Proxies, Quorum and Voting at the Meeting" below.)
Description of Proposed Changes
The proposed standardized fundamental investment policies cover those
areas for which the 1940 Act requires the Funds to have a fundamental
restriction. They satisfy current regulatory requirements and are written to
provide flexibility to respond to future legal, regulatory, market or technical
changes. The proposed standardized changes will not affect a Fund's investment
objective. Although the proposed changes in fundamental policies will allow the
Funds greater flexibility to respond to future investment opportunities, the
Board of Trustees of the Trust does not anticipate that the changes,
individually or in the aggregate, will result at this time in a material change
in the level of investment risk associated with investment in each of the Funds.
Nor does the Board of Trustees anticipate that the proposed changes in
fundamental investment policies will, individually or in the aggregate, change
materially the manner in which the Funds are managed.
The following is the text and a summary description of the proposed
changes to the Funds' fundamental policies and restrictions. Any non-fundamental
policy may be modified or eliminated by the Trustees at any future date without
any further approval of shareholders. Shareholders should note that certain of
the fundamental policies that are treated separately below currently are
combined within a single existing fundamental policy.
Presently, if a Fund adheres to a fundamental or non-fundamental
percentage restriction at the time of an investment or transaction, a later
increase or decrease in the percentage resulting from a change in the value of
the Fund's portfolio securities or the amount of its total assets does not
create a violation of the policy. This policy will continue to apply for any of
the proposed changes that are approved.
PROPOSAL 2: APPROVAL OF AMENDMENTS TO THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES
PROPOSAL 2(a): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT
POLICIES REGARDING DIVERSIFICATION
Under the 1940 Act, the Funds' policies relating to the diversification
of their investments must be fundamental. The 1940 Act prohibits a "diversified"
mutual fund from purchasing securities of any one issuer if, at the time of
purchase, more than 5% of the fund's total assets would be invested in
securities of that issuer or the fund would own or hold more than 10% of the
outstanding voting securities of that issuer, except that up to 25% of the
fund's total assets may be invested without regard to this limitation. The 5%
limitation does not apply to securities issued by or guaranteed by the U.S.
government, its agencies or instrumentalities or to securities issued by other
open-end investment companies.
The Funds' (except Louisiana Municipal Income Fund) present policies
regarding diversification state:
"With respect to 75% of the value of its total assets, Capital
Appreciation Fund and Mid Cap Equity Fund will not purchase securities
of any one issuer, except cash and cash items and securities issued or
guaranteed by the government of the United States or its agencies or
instrumentalities, if as a result more than 5% of the value of its
total assets would be invested in the securities of that issuer.
Capital Appreciation Fund and Mid Cap Equity Fund will not acquire more
than 10% of the outstanding voting securities of any one issuer.
With respect to 75% of the value of Total Return Bond Fund's total
assets, the Fund will not invest more than 5% of the value of its total
assets in any one issuer (except cash and cash items, repurchase
agreements, and U.S. government obligations). The Fund will not acquire
more than 10% of the outstanding voting securities of any one issuer.
Cash Reserve Fund will not purchase securities issued by any one issuer
having a value of more than 5% of the value of its total assets except
cash or cash items, repurchase agreements, and U.S. government
obligations.
With respect to securities comprising 75% of the value of its total
assets, U.S. Treasury Money Market Fund will not purchase securities of
any one issuer (other than cash, cash items or securities issued or
guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by U.S.
Treasury securities) if as a result more than 5% of the value of its
total assets would be invested in the securities of that issuer.
(For purposes of the foregoing limitations, the Funds consider
instruments issued by a U.S. branch of a domestic bank having capital,
surplus, and undivided profits in excess of $100,000,000 at the time of
investment to be "cash items.")"
In order to afford the Funds' investment adviser maximum flexibility in
managing the Funds' assets, the Trustees propose to amend the Funds'
diversification policies to be consistent with the definition of a diversified
investment company under the 1940 Act. The amended policy complies with the U.S.
Securities and Exchange Commission's (the "SEC" or "Commission") general
definition of diversification. The new policy would specifically add securities
of other investment companies to the list of issuers which are excluded from the
5% limitation.
Upon approval of the Funds' shareholders, the fundamental investment
policy governing diversification will be amended as follows:
"With respect to securities comprising 75% of the value of its total
assets, a Fund (except Louisiana Municipal Income Fund, Cash Reserve
Fund and U.S. Treasury Money Market Fund) will not purchase securities
of any one issuer (other than cash; cash items; securities issued or
guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by such U.S.
government securities; and securities of other investment companies)
if, as a result, more than 5% of the value of its total assets would be
invested in securities of that issuer, or the Fund would own more than
10% of the outstanding voting securities of that issuer."
In 1996, the SEC amended Rule 2a-7, under the 1940 Act, which governs the
operations of money market funds. The amendments established specific
diversification requirements for money market funds which are more restrictive
than, and supersede, the Funds' current policies. Since the Cash Reserve Fund
and U.S. Treasury Money Market Fund are money market funds which rely on
amortized cost valuation of their portfolio securities to attempt to maintain a
$1.00 net asset value, they have complied with the Rule 2a-7 diversification
requirements since their adoption and intend to continue to comply with them.
Therefore, the Trustees propose to remove the Funds' current diversification
policies because they are obsolete in light of the requirements of Rule 2a-7 and
follow the investment policy that the Funds will comply with Rule 2a-7.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL 2(b): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
REGARDING BORROWING MONEY AND ISSUING SENIOR SECURITIES
The 1940 Act requires the Funds to have a fundamental investment policy
defining their ability to borrow money or issue senior securities. In general,
limitations on borrowing are designed to protect shareholders and their
investments by restricting a Fund's ability to subject its assets to any claims
of creditors or senior security holders who would be entitled to dividends or
rights on liquidation of a Fund prior to the rights of shareholders.
Shareholders of the Funds are being asked to approve a new standardized
fundamental policy for borrowing and the issuance of senior securities designed
to reflect all current regulatory requirements. The Funds' current policies
state:
"Capital Appreciation Fund, Louisiana Municipal Income Fund, Mid Cap
Equity Fund, U.S. Government Income Fund, and Cash Reserve Fund will
not issue senior securities except that each Fund may borrow money and
engage in reverse repurchase agreements in amounts up to one-third of
the value of its total assets (net assets in the case of U.S.
Government Income Fund) including the amount borrowed. A Fund will not
borrow money or engage in reverse repurchase agreements for investment
leverage, but rather as a temporary, extraordinary, or emergency
measure or to facilitate management of the portfolio by enabling the
Fund to meet redemption requests when the liquidation of portfolios
securities is deemed to be inconvenient or disadvantageous. A Fund will
not purchase any securities while any borrowings in excess of 5% of its
total assets are outstanding. During the period any reverse repurchase
agreements are outstanding, a Fund will restrict the purchase of
portfolio securities to money market instruments maturing on or before
the expiration date of the reverse repurchase agreements, but only to
the extent necessary to assure completion of the reverse repurchase
agreements. With respect to Cash Reserve Fund, if a percentage limit is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value of net assets will not
result in a violation of such restriction.
Total Return Bond Fund will not issue senior securities except that the
Fund may borrow money and engage in reverse repurchase agreements in
amounts up to one-third of the value of its net assets, including the
amounts borrowed. The Fund will not borrow money or engage in reverse
repurchase agreements for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate
management of the portfolio by enabling the Fund to meet redemption
requests when the liquidation of portfolio securities is deemed to be
inconvenient or disadvantageous. The Fund will not purchase any
securities while borrowings in excess of 5% of its total assets are
outstanding.
U.S. Treasury Money Market Fund will not issue senior securities except
that the Fund may borrow money in amounts up to one-third of the value
of its total assets, including the amount borrowed. The Fund will not
borrow money except as a temporary, extraordinary, or emergency measure
or to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio securities
is deemed to be inconvenient or disadvantageous."
Senior Securities-Generally. A "senior security" is an obligation of an
investment company with respect to its earnings or assets that takes precedence
over the claims of the fund's shareholders with respect to the same earnings or
assets. The 1940 Act generally prohibits a fund from issuing senior securities,
in order to limit the use of leverage. In general, an investment company uses
leverage when it borrows money to enter into securities transactions, or
acquires an asset without being required to make payment until a later time.
SEC staff interpretations allow a fund to engage in a number of types
of transactions which might otherwise be considered to create "senior
securities" or "leverage," so long as the fund meets certain collateral
requirements designed to protect shareholders. For example, some transactions
that may create senior security concerns include short sales, certain options
and futures transactions, reverse repurchase agreements and securities
transactions that obligate the fund to pay money at a future date (such as
when-issued, forward commitment or delayed delivery transactions). When engaging
in such transactions, a fund must set aside money or securities to meet the SEC
staff's collateralization requirements. This procedure effectively eliminates a
fund's ability to engage in leverage for these types of transactions.
Borrowing-Generally. Under the 1940 Act, an investment company is permitted to
borrow up to 5% of its total assets for temporary purposes. A fund may borrow
only from banks. If borrowings exceed 5%, the fund must have assets totaling at
least 300% of the borrowing when the amount of the borrowing is added to the
fund's other assets. The effect of this provision is to allow the fund to borrow
from banks in amounts up to one-third (33 1/3%) of its total assets (including
the amount borrowed). Investment companies typically borrow money to meet
redemptions in order to avoid a forced, unplanned sale of portfolio securities.
This technique allows the fund greater flexibility to buy and sell portfolio
securities for investment or tax considerations, rather than for cash flow
considerations. The costs of borrowing, however, can also reduce the fund's
total return.
The borrowing restrictions of the Funds prohibits the purchase of any
portfolio securities while borrowings are outstanding. The proposed investment
policy would provide greater flexibility to the Funds, and would permit the
Funds to borrow money, directly or indirectly (such as through reverse
repurchase agreements), and issue senior securities within the limits
established under the 1940 Act or under any rule or regulation of the
Commission, or any SEC staff interpretation thereof. As a matter of operating
policy, the Funds do not intend to engage in leveraging. Upon shareholder
approval, the fundamental investment policy governing borrowing money and
issuing senior securities will state:
"A Fund may borrow money, directly or indirectly, and issue senior
securities to the maximum extent permitted under the Investment Company
Act of 1940."
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL 2(c): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
REGARDING INVESTMENTS IN REAL ESTATE
Under the 1940 Act, the Funds' policies concerning investments in real
estate must be fundamental. The Funds currently have a fundamental investment
policy prohibiting the purchase or sale of real estate. The current policies,
however, allow the Funds (except U.S. Treasury Money Market Fund) to invest in
companies that deal in real estate, or to invest in securities that are secured
by real estate, and states:
"Capital Appreciation Fund, Mid Cap Equity Fund and Louisiana Municipal
Income Fund will not purchase or sell real estate although a Fund may
invest in securities secured by real estate or interest in real estate
or issued by companies, including real estate investment trusts, which
invest in real estate or interests therein.
Total Return Bond and U.S. Government Income Fund will not buy or sell
real estate, including limited partnership interests, although a Fund
may invest in the securities of companies whose business involves the
purchase or sale of real estate or in securities which are secured by
real estate or interests in real estate.
Cash Reserve Fund will not invest in real estate, except that it may
purchase money market instruments issued by companies that invest in
real estate or sponsor such interests.
U.S. Treasury Money Market Fund will not purchase or sell real estate, including
limited partnership interests."
The proposed fundamental investment policy will not permit the Funds to
purchase real estate directly, but will permit the purchase of securities whose
payments of interest or principal are secured by mortgages or other rights to
real estate in the event of default. The investment policy will also enable a
Fund to invest in companies within the real estate industry, provided such
investments are consistent with the Fund's investment objective and policies.
Upon shareholder approval, the fundamental investment policy governing
investments in real estate will state:
"A Fund may not purchase or sell real estate, provided that this
restriction does not prevent the Fund from investing in issuers which
invest, deal, or otherwise engage in transactions in real estate or
interests therein, or investing in securities that are secured by real
estate or interests therein. The Fund may exercise its rights under
agreements relating to such securities, including the right to enforce
security interests and to hold real estate acquired by reason of such
enforcement until that real estate can be liquidated in an orderly
manner."
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL 2(d): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
REGARDING INVESTING IN COMMODITIES
Under the 1940 Act, the Funds' policies concerning investments in
commodities must be fundamental. The Funds are currently subject to a
fundamental restriction prohibiting the purchase or sale of commodities.
Historically, the most common types of commodities available for investment or
purchase have been physical commodities such as wheat, cotton, rice and corn.
However, under federal law, futures contracts are considered to be commodities
and, therefore, financial futures contracts, such as futures contracts related
to currencies, stock indices or interest rates are considered to be commodities.
The Funds do not consider financial future contracts to be commodities for
purposes of the policy set forth below. Upon shareholder approval, the
fundamental investment policy governing investments in commodities will state:
"A Fund may not purchase or sell physical commodities, provided that
the Fund may purchase securities of companies that deal in
commodities."
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL 2(e): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT
POLICIES REGARDING UNDERWRITING SECURITIES
Under the 1940 Act, the Funds' policies relating to underwriting is
required to be fundamental. The Funds currently are subject to fundamental
investment policies prohibiting them from acting as an underwriter of the
securities of other issuers, and states:
"Capital Appreciation Fund, Louisiana Municipal Income Fund, and Mid
Cap Equity Fund will not underwrite any issue of securities, except as
it may be deemed to be an underwriter under the Securities Act of 1933
in connection with the disposition of its portfolio securities.
Total Return Bond Fund, U.S. Government Income Fund, and U.S. Treasury
Money Market Fund will not underwrite any issue of securities, except
as it may be deemed to be an underwriter under the Securities Act of
1933 in connection with the sale of securities in accordance with its
investment objectives, policies, and limitations.
Cash Reserve Fund will not engage in underwriting of securities issued by
others."
A person or company generally is considered to be an underwriter under
the federal securities laws if it participates in the public distribution of
securities of other issuers, usually by purchasing the securities from the
issuer and re-selling the securities to the public. From time to time, a mutual
fund may purchase a security for investment purposes which it later sells or
redistributes to institutional investors or others under circumstances where a
Fund could possibly be considered to be an underwriter under the technical
definition of underwriter contained in the securities laws.
Upon shareholder approval, the fundamental investment policy concerning
underwriting will state:
"A Fund may not underwrite the securities of other issuers, except that
the Fund may engage in transactions involving the acquisition,
disposition or resale of its portfolio securities, under circumstances
where it may be considered to be an underwriter under the Securities
Act of 1933."
This does not constitute a substantive change in the Funds' policies
(except for Cash Reserve Fund). Rather, it reflects a restatement and is
submitted to shareholders to comply with the 1940 Act's requirements.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL 2(f): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
REGARDING LENDING
Under the 1940 Act, the Funds' policies concerning lending must be
fundamental. The Funds currently are subject to a fundamental investment
restriction limiting their ability to make loans, which states:
"Capital Appreciation Fund and Mid Cap Equity Fund will not lend any of
their assets, except portfolio securities. This shall not prevent the
purchase or holding of bonds, debentures, notes, certificates of
indebtedness, or other debt securities of an issuer, repurchase
agreements or other transactions which are permitted by their
investment objective and policies or the declaration of trust.
Louisiana Municipal Income Fund will not lend any assets except
portfolio securities up to one-third of the value of its total assets.
The Fund may acquire publicly or non-publicly issued municipal bonds or
temporary investments or enter into repurchase agreements in accordance
with its investment objective, policies, and limitations.
Total Return Bond Fund will not lend any of its assets except portfolio
securities. This shall not prevent the purchase or holding of corporate
bonds, debentures, notes, certificates of indebtedness or other debt
securities of an issuer, repurchase agreements or other transactions
which are permitted by the Fund's investment objective and policies.
U.S. Government Income Fund will not lend any of its assets except
portfolio securities up to one-third of the value of its total assets.
Cash Reserve Fund will not lend any of its assets, except that it may
purchase or hold money market instruments, including repurchase
agreements and variable amount demand master notes, permitted by its
investment objective and policies.
U.S. Treasury Money Market Fund will not lend any of its assets, except
that it may purchase or hold U.S. Treasury obligations, permitted by its
investment objective, policies and limitations or the declaration of
trust."
The Funds' fundamental policies explicitly permit the Funds to lend
their portfolio securities. Securities lending is a practice that has become
common in the mutual fund industry and involves the temporary loan of portfolio
securities to parties who use the securities for the settlement of securities
transactions. The collateral delivered to a Fund in connection with such a
transaction is then invested to provide the Fund with additional income it might
not otherwise have.
Securities lending involves certain risks if the borrower fails to
return the securities. However, management believes that with appropriate
controls, such as 100% or greater collateralization of the loan and regular
monitoring of the creditworthiness of the counterparty, the ability to engage in
securities lending does not materially increase the risks to which a Fund
currently is subject. In addition, securities on loan cannot generally be sold
until the term of the loan is over. Upon approval of the Funds' shareholders,
the fundamental investment policy governing lending assets will state:
"A Fund may not make loans, provided that this restriction does not
prevent the Fund from purchasing debt obligations, entering into
repurchase agreements, lending its assets to broker/dealers or
institutional investors and investing in loans, including assignments
and participation interests."
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL 2(g): TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUNDS'
(EXCEPT U.S. TREASURY MONEY MARKET FUND) FUNDAMENTAL INVESTMENT
POLICIES REGARDING BUYING SECURITIES ON MARGIN
The Funds are not required to have a fundamental restriction on margin
transactions. Accordingly, it is proposed that the Funds' existing fundamental
policies be replaced with a non-fundamental restriction. The Funds' current
policies provide:
"Capital Appreciation Fund and Mid Cap Equity Fund will not purchase
any securities on margin but may obtain such short-term credits as may
be necessary for the clearance of purchases and sales of securities.
Louisiana Municipal Income Fund will not sell securities short or
purchase any securities on margin but may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities.
Total Return Bond Fund and U.S. Government Income Fund will not sell
securities short or purchase any securities on margin but may obtain
such short-term credits as may be necessary for the clearance of
purchases and sales of securities. The deposit or payment by a Fund of
initial or variation margin in connection with financial futures
contracts or related options transactions is not considered the
purchase of a security on margin.
Cash Reserve Fund will not sell any money market instruments short or
purchase any money market instruments on margin but may obtain such
short-term credits as may be necessary for clearance of purchases and
sales of money market instruments."
The proposed non-fundamental policy makes minor changes in wording from
the existing fundamental restriction. Upon the approval of the elimination of
the existing fundamental policy on engaging in margin transactions, the Funds
would become subject to the following non-fundamental policy:
"A Fund will not purchase securities on margin, provided that the Fund
may obtain short-term credits necessary for the clearance of purchases
and sales of securities."
This does not constitute a substantive change in the Funds' policies.
Rather, it reflects a restatement and is submitted to shareholders to comply
with the 1940 Act's requirements.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL 2(h): TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUNDS'
(EXCEPT U.S. TREASURY MONEY MARKET FUND) FUNDAMENTAL INVESTMENT
POLICY REGARDING PLEDGING ASSETS
The Funds are not required to have a fundamental investment restriction
with respect to the pledging of assets. To maximize a Fund's flexibility in this
area, the Board of the Trustees believes the policy on pledging assets should be
made non-fundamental. The non-fundamental policy would be similar to the
fundamental policy proposed to be eliminated, which states:
"Capital Appreciation Fund, Louisiana Municipal Income Fund, Mid Cap
Equity Fund, and Cash Reserve Fund will not mortgage, pledge, or
hypothecate securities, except to secure permissible borrowings. In
those cases, a Fund may pledge assets having a value of 15% of its
assets taken at cost.
Total Return Bond Fund will not mortgage, pledge, or hypothecate any
assets except to secure permitted borrowings. In those cases, it may
pledge assets having a market value not exceeding the lesser of the
dollar amounts borrowed or 10% of the value of total assets at the time
of the borrowing.
U.S. Government Income Fund will not mortgage, pledge, or hypothecate
any assets except to secure permitted borrowings. In these cases, it
may pledge assets having a market value not exceeding the lesser of the
dollar amounts borrowed or 15% of the value of total assets as the time
of the borrowing.
Neither the deposit of underlying securities and other assets in escrow
in connection with the writing of put or call options on U.S.
government securities nor margin deposits for the purchase and sale of
financial futures contracts and related options are deemed to be a
pledge."
The Board does not expect this change to have a material impact on the
Funds' operations. Establishing the policy as non-fundamental, however, would
enable the Board to change this policy in the future without shareholder
approval. While the Trust is proposing to eliminate the percentage limitation on
the amount of Fund assets that can be pledged, the Funds do not presently intend
to exceed their existing limitations.
Upon the approval of the elimination of the existing fundamental
policies on pledging assets, the Funds would become subject to the following
non-fundamental policy:
"A Fund will not mortgage, pledge, or hypothecate any of its assets,
provided that this shall not apply to the transfer of securities in
connection with any permissible borrowing or to collateral arrangements
in connection with permissible activities."
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL 2(i): TO AMEND, AND TO MAKE NON-FUNDAMENTAL, LOUISIANA MUNICIPAL
INCOME FUND'S FUNDAMENTAL INVESTMENT POLICY REGARDING
INVESTING IN RESTRICTED SECURITIES
The Louisiana Municipal Income Fund is currently subject to a
fundamental investment policy regarding investing in restricted securities that
states:
"Louisiana Municipal Income Fund will not invest more than 10% of its
total assets in securities subject to restrictions on resale under the
Securities Act of 1933."
This policy was adopted because historically, restricted securities were viewed
as illiquid since they could not be sold within seven days. Investment
companies, such as the Trust, are required to meet a shareholder's redemption
request at the current net asset value within seven days of receiving the
request for redemption. In order to do this, some portion of the securities in
the Fund's portfolio must be "liquid" so that the securities can be sold in
sufficient time to obtain the necessary cash to meet redemption requests. It is
important to note that many restricted securities are, in fact, quite liquid,
and can be purchased without jeopardizing the liquidity of the Fund's portfolio.
Certain state securities regulators previously required mutual funds to
have a fundamental policy limiting investment in restricted securities. Since
the enactment of NSMIA, states no longer have such jurisdiction. Furthermore,
rules adopted by the Commission have substantially increased the number of
restricted securities that can now be considered liquid and, in addition, have
given to the Trustees the ability to determine, under specific guidelines, that
a security is liquid. The Trustees may delegate this duty to the investment
adviser provided the investment adviser's determination of liquidity is made in
accordance with the guidelines established and monitored by the Trustees.
The Fund's current investment policy prevents the Fund from acquiring a
restricted security that may be viewed by the adviser as liquid, other than
Section 4(2) commercial paper. If this proposal is approved, the Fund will be
able to invest to an unlimited extent in restricted securities as long as they
meet the Trustees' guidelines for liquidity. If a restricted security is
determined not to be liquid, the purchase of that security, together with other
illiquid securities, may not exceed 15% (10% in the case of the money market
funds) of a Fund's net assets in accordance with the Funds' current policies on
investing in illiquid securities. Upon shareholder approval, the Fund's
operating policy on restricted securities would read substantially as follows:
"A Fund may invest in restricted securities. Restricted securities are
any securities in which the Funds may invest pursuant to its investment
objective and policies but which are subject to restrictions on resale
under federal securities law. Under criteria established by the
Trustees certain restricted securities are determined to be liquid. To
the extent that restricted securities are not determined to be liquid,
the Funds will limit their purchase, together with other illiquid
securities, to 15% (10% in the case of the money market funds) of their
net assets."
If shareholders do not approve the removal of the policy on restricted
securities, Louisiana Municipal Income Fund will continue to invest no more than
10% of the value of its total assets in restricted securities of any kind,
except Section 4(2) commercial paper.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL 2(j): TO AMEND, AND TO MAKE NON-FUNDAMENTAL, CASH RESERVE FUND'S
FUNDAMENTAL INVESTMENT POLICY REGARDING ACQUIRING
SECURITIES
The Fund's current policy prohibits the acquisition of the securities of any
issuer, including other investment companies, for the purpose of exercising
control or management. The policy reads as follows:
"Cash Reserve Fund will not acquire the voting securities of any issuer. It
will not invest in securities issued by any other investment company. It
will not invest in securities of a company for the purpose of exercising
control or management."
"Control" is defined as owning 25% or more of the voting securities of an
issuer. A controlling ownership is likely to have an effect on the outcome of
any shareholder voting on changes related to the operation of the issuing
company.
When the Fund adopted this investment policy, it was required to be
fundamental by certain state securities regulators. Since NSMIA, those
requirements no longer apply. By making the policy a non-fundamental operating
policy, the Trustees will have maximum flexibility to make changes in the policy
to benefit the Fund and its shareholders without the expense and delay of
holding a shareholder meeting.
If approved by shareholders, it is the intention of the Board to revise
the language of the proposed operating policy to eliminate the sentence
prohibiting investment in the securities of other investment companies. This
prohibition has no relationship to the Fund's policy on investing for control,
either in its fundamental form or in the form of the proposed operating policy.
When revised, the policy would continue to prohibit the Fund from investing in
an issuer for the purpose of exercising control. The Fund does not currently
anticipate that it would employ investment techniques the objective of which
will be to exercise control of the management of a company.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL 3: ELIMINATION OF CERTAIN OF THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES
PROPOSAL 3(a): TO REMOVE THE FUNDS' FUNDAMENTAL INVESTMENT
POLICY ON SELLING SECURITIES SHORT
The Funds are not required to have a fundamental restriction with
respect to short sales of securities. To maximize the Funds' flexibility in this
area, the Board believes that the Funds' restriction on short sales of
securities should be eliminated. This restriction was imposed by state laws and
NSMIA preempts the legal requirement. Notwithstanding the elimination of this
fundamental restriction, the Funds expect to continue not to engage in short
sales of securities, except to the extent that a Fund contemporaneously owns or
has the right to acquire at no additional cost securities identical to, or
convertible into or exchangeable for, those sold short.
Upon the approval of Proposal 3(a), the existing fundamental
restriction on selling securities short for the Funds will be eliminated.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL 3(b): TO REMOVE CAPITAL APPRECIATION FUND'S, LOUISIANA MUNICIPAL
FUND'S AND U.S. GOVERNMENT INCOME FUND'S FUNDAMENTAL
INVESTMENT POLICIES ON
INVESTING IN OIL, GAS, AND MINERALS
The Trustees are recommending that the Funds' current investment
policies respecting investment in oil, gas, and minerals be revised by deleting
the following:
"Capital Appreciation Fund and Louisiana Municipal Income Fund will not
invest in interests in oil, gas, or other mineral exploration or
development programs, other than debentures or equity stock interests.
U.S. Government Income Fund will not purchase or sell oil, gas, or other
mineral exploration or development programs."
Upon the approval of Proposal 3(b), the existing fundamental
restriction on investing in oil, gas, and minerals for the above-referenced
Funds will be eliminated.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
INFORMATION ABOUT THE TRUST
Proxies, Quorum and Voting at the Meeting
Only shareholders of record on the Record Date will be entitled to vote
at the Meeting. Each share of each Fund is entitled to one vote with respect to
matters impacting that Fund or the Trust generally. Fractional shares are
entitled to proportionate shares of one vote. Under both the 1940 Act and the
Trust's Declaration of Trust, the favorable vote of a "majority of the
outstanding voting shares" of the Funds means: (a) the holders of 67% or more of
the outstanding voting securities present at the Meeting, if the holders of 50%
or more of the outstanding voting securities of the Funds are present or
represented by proxy; or (b) the vote of the holders of more than 50% of the
outstanding voting securities, whichever is less. The favorable vote of a
majority of the outstanding voting shares of the Funds is required to approve
each of the Proposals, except the election of Trustees and the ratification of
the selection of the Auditors which shall be decided by a plurality of the votes
cast.
Any person giving a proxy has the power to revoke it any time prior to
its exercise by executing a superseding proxy or by submitting a written notice
of revocation to the Secretary of the Trust. In addition, although mere
attendance at the Meeting will not revoke a proxy, a shareholder present at the
Meeting may withdraw his or her proxy and vote in person. All properly executed
and unrevoked proxies received in time for the Meeting will be voted in
accordance with the instructions contained in the proxies. If no instruction is
given on the proxy, the persons named as proxies will vote the shares
represented thereby in favor of the matters set forth in the attached Notice.
In order to hold the Meeting, a "quorum" of shareholders must be
present. Holders of more than fifty percent of the total number of outstanding
shares of each class of the Funds entitled to vote, present in person or by
proxy, shall be required to constitute a quorum for the purpose of voting on the
proposals made.
For purposes of determining a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. For
this reason, abstentions and broker non-votes will have the effect of a "no"
vote for purposes of obtaining the requisite approval of some of the proposals.
If a quorum is not present, the persons named as proxies may vote those
proxies which have been received to adjourn the 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 Meeting to permit further solicitations of
proxies with respect to such proposal(s). All such adjournments will require the
affirmative vote of a plurality of the shares present in person or by proxy at
the session of the Meeting to be adjourned. The persons named as proxies will
vote AGAINST any such adjournment those proxies which they are required to vote
against the proposal and will vote in FAVOR of the adjournment other proxies
which they are authorized to vote. A shareholder vote may be taken on other
proposals in this Proxy Statement prior to any such adjournment if sufficient
votes have been received for approval.
Share Ownership
Officers and Trustees of the Trust own less than 1% of the Funds' outstanding
shares.
At the close of business on the Record Date, the following persons owned, to the
knowledge of management, more than 5% of the outstanding shares of the Funds: to
come after the record date
Trustee Compensation
AGGREGATE
NAME , COMPENSATION
POSITION WITH FROM
Trust the Trust*+
Edward C. Gonzales $0
President, Treasurer and Trustee
Robert L. di Benedetto, $12,000
Trustee
James A. Gayle, Sr., $12,000
Trustee
J. Gordon Reische, $12,000
Trustee
*Information is furnished for the fiscal year ended August 31, 1998. The Trust
is the only investment company in the complex.
+The aggregate compensation is provided for the Trust which is comprised of
7 portfolios.
Officers of the Trust
Officers and Trustees are listed with their addresses, principal occupations,
and present positions, including any affiliation with Hibernia National Bank,
Hibernia Corporation, Federated Investors, Inc., Federated Securities Corp., and
Federated Administrative Services.
Edward C. Gonzales*+
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
President, Treasurer, and Trustee
Trustee or Director of some of the Funds in the Federated Fund Complex;
President, Executive Vice President and Treasurer of some of the Funds in the
Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Vice
President, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., Federated Global Research Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company.
Robert L. diBenedetto, M.D.
781 Colonial Drive
Baton Rouge, LA
Birthdate: April 14, 1928
Trustee
Gynecologist; President/CEO, Louisiana Medical Mutual Insurance Company;
Chairman of Board of Directors and Medical Director, LAMMICOPractice Management,
L.L.C.; Medical Director Emeritus, Women's Hospital.
James A. Gayle, Sr.
613 Turtle Creek Drive
Shreveport, LA
Birthdate: September 27, 1923
Trustee
Vice President of Government Affairs and Community Development and Director,
Shreveport Chamber of Commerce; Director, Louisiana Forestry Association;
Director, Anthony Forest Products Company, Inc.; Retired from International
Paper Company in August 1985.
J. Gordon Reische +
20 Dogwood Drive
Covington, LA
Birthdate: September 11, 1931
Trustee
Retired Managing Partner, New Orleans office, KPMG - Peat Marwick.
Jeffrey W. Sterling
Federated Investors Tower
Pittsburgh, PA
Birthdate: February 5, 1947
Vice President and Assistant Treasurer
Vice President and Director, Private Label Management, Federated Administrative
Services.
Peter J. Germain
Federated Investors Tower
Pittsburgh, PA
Birthdate: September 3, 1959
Secretary
Senior Vice President and Director, Mutual Fund Services Division, Federated
Services Company; Formerly Senior Corporate Counsel, Federated Investors
(1992-1997).
*This Trustee is deemed to be an "interested person" of the Fund or Hibernia
Funds as defined in the Investment Company Act of 1940.
+Members of Hibernia Funds' Executive Committee. The Executive Committee of the
Board of Trustees handles the responsibilities of the Board of Trustees between
meetings of the Board.
Other than its Executive Committee, the Trust has one Board committee,
the Audit Committee. 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. DiBenedetto, Gayle, and Reische serve on the Audit Committee.
These Trustees are not interested Trustees of the Trust. During the fiscal year
ended August 31, 1998, there was one meeting of the Audit Committee. All of the
members of the Audit Committee were present for the meeting.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Trust is not required, and does not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for the next meeting of
shareholders should send their written proposals to Hibernia Funds, 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, so that they are received
within a reasonable time before any such meeting.
No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment or postponement of the
Meeting, the persons named on the enclosed proxy card will vote on such matters
according to their best judgment in the interests of the Trust.
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE
IF MAILED IN THE UNITED STATES.
By Order of the Board of Trustees,
Peter J. Germain
Secretary
August 27, 1999
<PAGE>
HIBERNIA FUNDS
Investment Adviser
HIBERNIA NATIONAL BANK
Attention: Hibernia Funds
P.O. Box 61540
New Orleans, Louisiana 70161
Distributor
FEDERATED SECURITIES CORP.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
Administrator
FEDERATED SERVICES COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Cusip 428661102 Cusip 428661201 Cusip 428661508 Cusip 428661607 Cusip 428661706
Cusip 428661805 Cusip 428661888 Cusip 428661300 Cusip 428661409 Cusip 428661870
G01034-11 (8/99)
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
CAPITAL APPRECIATION FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the
"TRUST"), hereby appoint Timothy S. Johnson, Patricia F. Conner, Marie M. Hamm,
Susan K. Maroni, and Leanne C. O'Brien, or any one of them, true and lawful
attorneys, with the power of substitution of each, to vote all shares of the
Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Meeting") to be held on September 13, 1999, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, 15237-7010, at 10:00 p.m. and at any
adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Edward C. Gonzales and Arthur Rhew Dooley, Jr. as
Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To approve changes to the Fund's fundamental investment policies:
(a) To amend the Fund's fundamental investment policy regarding
diversification.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) To amend the Fund's fundamental investment policy regarding borrowing
money and issuing senior securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(c) To amend the Fund's fundamental investment policy regarding investments
in real estate.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(d) To amend the Fund's fundamental investment policy regarding investing
in commodities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(e) To amend the Fund's fundamental investment policy regarding
underwriting securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(f) To amend the Fund's fundamental investment policy regarding lending by
the Fund.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(g) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding buying securities on margin.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(h) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding pledging assets.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(i) [OMITTED]
(j) (OMITTED]
(3) To eliminate certain of the Fund's fundamental
investment policies:
(a) To remove the Fund's fundamental investment policy on selling securities
short.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) To remove the Fund's fundamental investment policy on investing in oil, gas,
and minerals.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS
IMPORTANT Please
complete, sign and
return this card
as soon as
possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
LOUISIANA MUNICIPAL INCOME FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the
"TRUST"), hereby appoint Timothy S. Johnson, Patricia F. Conner, Marie M. Hamm,
Susan K. Maroni, and Leanne C. O', or any one of them, true and lawful
attorneys, with the power of substitution of each, to vote all shares of the
Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Meeting") to be held on September 13, 1999, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, 15237-7010, at 10:00 a.m. and at any
adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Edward C. Gonzales and Arthur Rhew Dooley, Jr. as
Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To approve changes to the Fund's fundamental investment policies:
(a) OMITTED
(b) To amend the Fund's fundamental investment policy regarding borrowing
money and issuing senior securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(c) To amend the Fund's fundamental investment policy regarding investments
in real estate.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(d) To amend the Fund's fundamental investment policy regarding investing
in commodities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(e) To amend the Fund's fundamental investment policy regarding
underwriting securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(f) To amend the Fund's fundamental investment policy regarding lending by
the Fund.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(g) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding buying securities on margin.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(h) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding pledging assets.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(i) To amend, and to make non-fundamental, the
Louisiana Municipal Income Fund's fundamental
investment policy regarding investing in
restricted securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(j) [OMITTTED}
(3) To eliminate certain of the Fund's fundamental
investment policies:
(a) To remove the Fund's fundamental investment policy on selling securities
short.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) To remove the Fund's fundamental investment policy on investing in oil, gas,
and minerals.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS
IMPORTANT Please
complete, sign and
return this card
as soon as
possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
MID CAP EQUITY FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the "TRUST"),
hereby appoint Timothy S. Johnson, Patricia F. Conner, Marie M. Hamm, Susan K.
Maroni, and Leanne C. O'Brien, or any one of them, true and lawful attorneys,
with the power of substitution of each, to vote all shares of the Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders (the
"Meeting") to be held on September 13, 1999, at 5800 Corporate Drive,
Pittsburgh, Pennsylvania, 15237-7010, at 10:00 a.m. and at any adjournment
thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Edward C. Gonzales and Arthur Rhew Dooley, Jr. as
Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To approve changes to the Fund's fundamental investment policies:
(a) To amend the Fund's fundamental investment policy regarding
diversification.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) To amend the Fund's fundamental investment policy regarding borrowing
money and issuing senior securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(c) To amend the Fund's fundamental investment policy regarding investments
in real estate.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(d) To amend the Fund's fundamental investment policy regarding investing
in commodities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(e) To amend the Fund's fundamental investment policy regarding
underwriting securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(f) To amend the Fund's fundamental investment policy regarding lending by
the Fund.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(g) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding buying securities on margin.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(h) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding pledging assets.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(i) [OMITTED]
(j) [OMITTED]
(3) To eliminate certain of the Fund's fundamental
investment policies:
(a) To remove the Fund's fundamental investment policy on selling securities
short.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) [OMITTED]
YOUR VOTE IS
IMPORTANT Please
complete, sign and
return this card
as soon as
possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
TOTAL RETURN BOND FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the
"TRUST"), hereby appoint Timothy S. Johnson, Patricia F. Conner, Marie M. Hamm,
Susan K. Maroni, and Leanne C. O'Brien, or any one of them, true and lawful
attorneys, with the power of substitution of each, to vote all shares of the
Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Meeting") to be held on September 13, 1999, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, 15237-7010, at 10:00 a.m. and at any
adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Edward C. Gonzales and Arthur Rhew Dooley, Jr. as
Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To approve changes to the Fund's fundamental investment policies:
(a) To amend the Fund's fundamental investment policy regarding
diversification.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) To amend the Fund's fundamental investment policy regarding borrowing
money and issuing senior securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(c) To amend the Fund's fundamental investment policy regarding investments
in real estate.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(d) To amend the Fund's fundamental investment policy regarding investing
in commodities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(e) To amend the Fund's fundamental investment policy regarding
underwriting securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(f) To amend the Fund's fundamental investment policy regarding lending by
the Fund.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(g) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding buying securities on margin.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(h) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding pledging assets.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(i) [OMITTED]
(j) [OMITTED]
(3) To eliminate certain of the Fund's fundamental
investment policies:
(a) To remove the Fund's fundamental investment policy on selling securities
short.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) [OMITTED]
YOUR VOTE IS
IMPORTANT Please
complete, sign and
return this card
as soon as
possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
U.S. GOVERNMENT INCOME FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the
"TRUST"), hereby appoint Timothy S. Johnson, Patricia F. Conner, Marie M. Hamm,
Susan K. Maroni, and Leanne C. O'Brien, or any one of them, true and lawful
attorneys, with the power of substitution of each, to vote all shares of the
Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Meeting") to be held on September 13, 1999, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, 15237-7010, at 10:00 a.m. and at any
adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Edward C. Gonzales and Arthur Rhew Dooley, Jr. as
Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To approve changes to the Fund's fundamental investment policies:
(a) To amend the Fund's fundamental investment policy regarding
diversification.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) To amend the Fund's fundamental investment policy regarding borrowing
money and issuing senior securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(c) To amend the Fund's fundamental investment policy regarding investments
in real estate.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(d) To amend the Fund's fundamental investment policy regarding investing
in commodities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(e) To amend the Fund's fundamental investment policy regarding
underwriting securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(f) To amend the Fund's fundamental investment policy regarding lending by
the Fund.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(g) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding buying securities on margin.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(h) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding pledging assets.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(i) [OMITTED]
(j) [OMITTED]
To eliminate certain of the Fund's fundamental investment policies:
(a) To remove the Fund's fundamental investment policy on selling securities
short.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) To remove the Fund's fundamental investment policy on investing in oil, gas,
and minerals.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS
IMPORTANT Please
complete, sign and
return this card
as soon as
possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
CASH RESERVE FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the "TRUST"),
hereby appoint Timothy S. Johnson, Patricia F. Conner, Marie M. Hamm, Susan K.
Maroni, and Leanne C. O'Brien, or any one of them, true and lawful attorneys,
with the power of substitution of each, to vote all shares of the Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders (the
"Meeting") to be held on September 13, 1999, at 5800 Corporate Drive,
Pittsburgh, Pennsylvania, 15237-7010, at 10:00 a.m. and at any adjournment
thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Edward C. Gonzales and Arthur Rhew Dooley, Jr. as
Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To approve changes to the Fund's fundamental investment policies:
(a) To amend the Fund's fundamental investment policy regarding
diversification.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) To amend the Fund's fundamental investment policy regarding borrowing money
and issuing senior securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(c) To amend the Fund's fundamental investment policy regarding
investments in real estate.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(d) To amend the Fund's fundamental investment policy regarding investing
in commodities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(e) To amend the Fund's fundamental investment policy regarding
underwriting securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(f) To amend the Fund's fundamental investment policy regarding
lending by the Fund.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(g) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding buying securities on margin.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(h) To amend, and to make non-fundamental, the Fund's fundamental
investment policy regarding pledging assets.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(i) [OMITTED]
(j) To amend, and to make non-fundamental, the Fund's fundamental investment
policy regarding acquiring securities.
(4) To eliminate certain of the Fund's fundamental
investment policies:
(a) To remove the Fund's fundamental investment policy on selling securities
short.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) [OMITTED]
YOUR VOTE IS
IMPORTANT Please
complete, sign and
return this card
as soon as
possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
U.S. TREASURY MONEY MARKET FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the
"TRUST"), hereby appoint Timothy S. Johnson, Patricia F. Conner, Marie M. Hamm,
Susan K. Maroni, and Leanne C. O'Brien, or any one of them, true and lawful
attorneys, with the power of substitution of each, to vote all shares of the
Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Meeting") to be held on September 13, 1999, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, 15237-7010, at 10:00 a.m. and at any
adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Edward C. Gonzales and Arthur Rhew Dooley, Jr. as
Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To approve changes to the Fund's fundamental investment policies:
(a) To amend the Fund's fundamental investment policy regarding
diversification.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(b) To amend the Fund's fundamental investment policy regarding borrowing money
and issuing senior securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(c) To amend the Fund's fundamental investment policy regarding investments
in real estate.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(d) To amend the Fund's fundamental investment policy regarding investing
in commodities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(e) To amend the Fund's fundamental investment policy regarding
underwriting securities.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(f) To amend the Fund's fundamental investment policy regarding lending by
the Fund.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(g) [OMITTED]
(h) [OMITTED]
(i) [OMITTED]
(4) To eliminate certain of the Fund's fundamental
investment policies:
(a) [OMITTED]
(b) [OMITTED]
YOUR VOTE IS
IMPORTANT Please
complete, sign and
return this card
as soon as
possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
