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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
STAR FUNDS
(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:
STAR FUNDS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 9, 1996
A special meeting of the shareholders of STAR FUNDS (the "Trust"), will be
held on February 9, 1996. The Trust is comprised of eight separate investment
portfolios: Star Tax-Free Money Market Fund, Star Treasury Fund, Star Capital
Appreciation Fund, Star Growth Equity Fund, Star Relative Value Fund, The
Stellar Fund, Star Strategic Income Fund and Star U.S. Government Income Fund
(individually referred to as a "Portfolio" or collectively as the
"Portfolios"). The meeting will be held at Federated Investors Tower, 19th
Floor, Pittsburgh, Pennsylvania 15222-3779 at 2:15 P.M. February 9, 1996, for
the following purposes:
1. To elect a new Board of Trustees; and
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Trustees have fixed December 12, 1995 as the record date for determination
of shareholders entitled to vote at this special meeting.
By Order of the Trustees John W.
McGonigle Secretary
Dated: January 16, 1996
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.
STAR FUNDS
19TH FLOOR, 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 proxy is revocable at any time before it is voted by sending
written notice of the revocation to the Trust or by appearing personally at
the February 9, 1996 special meeting of shareholders ("Special Meeting"). THE
COST OF PREPARING AND MAILING THE NOTICE OF MEETING, THE PROXY BALLOT, THIS
PROXY STATEMENT 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, of Star Bank, N.A. (the Trust's adviser),
of Federated Services Company (the Trust's transfer agent), or of Federated
Administrative Services (the Trust's administrator). In the event that the
shareholder signs, dates and returns the proxy ballot but does not indicate a
choice as to the item on the proxy ballot, the proxy attorneys will vote those
shares in favor of the proposal.
On December 12, 1995, the following eight Portfolios of the Trust had
outstanding the following number of shares of beneficial interest ("Shares"),
each Share being entitled to one vote and fractional shares having
proportionate voting rights. The total outstanding shares of the Trust consist
of:
<TABLE>
<S> <C>
Star Tax-Free Money Market Fund 178,999,727 Shares
Star Treasury Fund 626,604,484 Shares
Star Capital Appreciation Fund 4,794,598 Shares
Star Growth Equity Fund 3,846,416 Shares
Star Relative Value Fund 8,858,239 Shares
The Stellar Fund
Investment Shares 5,298,146 Shares
Trust Shares 3,993,801 Shares
Star Strategic Income Fund 4,630,681 Shares
Star U.S. Government Income Fund 10,933,885 Shares
</TABLE>
Only shareholders of record at the close of business on December 12, 1995,
will be entitled to notice of and to vote at the Special Meeting. A majority
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 election of Trustees will
be determined on the basis of a plurality of the votes cast at the Special
Meeting. Under the Investment Company Act of 1940 (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. Management knows of no other matters which will be
presented at the Special Meeting.
ELECTION OF TRUSTEES
The Trust is managed by a Board of Trustees (the "Board" or "Trustees"). The
Board is responsible for managing the Trust's business affairs and for
exercising all of the Trust's powers except those reserved for the
shareholders. As of the date of this proxy statement, the Board (the "Present
Board") consists of thirteen Trustees (the "Present Trustees"). All of the
Present Trustees have served in that capacity continuously since February 1,
1989, with the exception of John T. Conroy, Jr. and Peter E. Madden who have
served continuously since August 21, 1991; Thomas G. Bigley who has served
continuously since November 15, 1994 and John E. Murray, Jr. who has served
continuously since February 14, 1995.
The Present Board recently approved a proposal for the appointment of a new
board that would serve in place of the Present Trustees, subject to approval
by shareholders of the Trust.
While the Present Trustees have proposed that the Nominees listed below
succeed the Present Board (subject to shareholder approval), the Present
Trustees, as of the date of this proxy statement, have not considered any
changes in the service providers to the Trust. Star Bank, N.A. (the "Adviser")
will continue to manage the Trust's investments.
The Present Trustees have nominated the seven Nominees listed below to serve
as Trustees and to manage the Trust's affairs, subject to shareholder election
at the Special Meeting. The Present Trustees are currently serving as Trustees
and will continue to serve in their present capacities until the results of
the shareholder vote at the Special Meeting are certified and recorded, and
the Nominees will then become Trustees. In the event that the shareholders do
not elect the Nominees at the Special Meeting, the Present Trustees will
continue to serve in their current capacities, and will consider what action,
if any, should be taken.
At the Special Meeting, votes will be taken on the election of the Nominees
to serve as Trustees of the Trust to hold office until the election and
qualification of their successors. None of the Nominees is related to one
another. None of the Nominees is presently serving as a Trustee of the Trust
except for Edward C. Gonzales, who has served as a Trustee of the Trust since
February 1, 1989. All of the Nominees have consented to serve if elected at
the Special Meeting. The Nominees will be elected by a plurality of votes cast
at the Special Meeting.
Shares of all the Portfolios comprising the Trust will be voted as a single
group of shares on the election of Trustees.
THE NOMINEES
The Nominees for election as Trustees are listed below with their ages,
principal occupations for the past five years, and present positions,
including any affiliation with the Adviser or its subsidiaries, Federated
Investors, Federated Securities Corp., Federated Services Company, Federated
Administrative Services, the Trust, or the Funds (as such term is defined in
the section entitled "The Present Board of Trustees and Officers" of this
proxy statement). None of the nominees is affiliated with the Adviser.
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS DURING
NAME AND ADDRESS PAST FIVE YEARS AND AFFILIATIONS AGE
------------------------- ------------------------------------------------ ---
<C> <S> <C>
Ralph R. Burchenal Independent Investor; Director, Standard 64
725 Ivy Avenue Register Company, Dayton, Ohio, since 1992.
Cincinnati, Ohio 45246
Thomas L. Conlan, Jr.* President and Chief Executive Officer, The 57
2884 Lengel Road Student Loan Funding Corporation and SLFC, Inc.,
Cincinnati, Ohio 45244 Cincinnati, Ohio.
Edward C. Gonzales** President and Treasurer of the Trust; Vice 65
Federated Investors Tower Chairman, Treasurer, and Trustee, Federated
Pittsburgh, PA Investors; 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 Services
Company; Chairman, Treasurer, and Trustee,
Federated Administrative Services; Trustee or
Director of some of the Funds; President,
Executive Vice President and Treasurer of some
of the Funds.
Alfred Gottschalk, Ph.D. Chancellor (January 1996) and Professor and 65
2401 Ingleside Avenue President
Cincinnati, Ohio 45206 (1971-1995), Hebrew Union College--Jewish
Institute of Religion, Cincinnati, Ohio.
Robert J. Hill, D.O. Physician, Orthopaedic and Sports Medicine 37
8373 Deer Path Lane Institute, West Chester, Ohio, and The Hamilton
West Chester, Ohio 45069 Orthopaedic Clinic, Hamilton, Ohio, since April
1994, and, prior thereto Resident Physician,
Michigan State University/Michigan Capital
Medical Center.
Barry L. Larkin Major League Baseball Player, Cincinnati Reds. 31
The Cincinnati Reds
100 Riverfront Stadium
Cincinnati, Ohio 45202
William H. Zimmer III Secretary and Treasurer (1991 to present) and 42
2684 Devils Backbone Road Secretary and Assistant Treasurer (1988--1991),
Cincinnati, Ohio 45233 Cincinnati Bell Inc.
</TABLE>
- --------
* Thomas L. Conlan, Jr. will be deemed to be an "interested person", as
defined in the 1940 Act, of the Trust by virtue of his business
relationship with the Adviser, and certain of its affiliates. The Student
Loan Funding Corporation and SLFC, Inc., of which Mr. Conlan is President
and Chief Executive Officer, purchases student loans from various financial
institutions, including the Adviser and its affiliates. In addition, the
Adviser extends credit from time to time to Student Loan Funding
Corporation and SLFC, Inc. to finance their operations.
** Edward C. Gonzales will be deemed to be an "interested person", as defined
in the 1940 Act, of the Trust.
The Nominees own less than 1% of the Trust's outstanding shares.
The Present Board is comprised of thirteen Trustees, three of whom are
deemed to be "interested persons" of the Trust as defined in the 1940 Act. If
the Nominees are elected, the Trust's Board will be comprised of five non-
interested Trustees and two interested Trustees. The Present Board met four
times during the fiscal year ended November 30, 1995, and each of the Present
Trustees attended all of the Board meetings. It is anticipated that the
Nominees, upon being elected Trustees, will meet at least four times a year at
regularly scheduled meetings. The committees, organization and activities of
the Present Board are described in the section entitled "The Present Board of
Trustees and Officers" in this proxy statement. The Nominees have not yet made
any decision with respect to whether to delegate responsibilities to similar
committees.
If any 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 Special
Meeting, votes pursuant to the enclosed proxies 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
an interested Trustee shall be nominated by the Present Board's Executive
Committee. The Present Trustees have no reason to believe that any Nominee
will become unavailable for election as a Trustee.
The most recent annual and semi-annual reports of each Portfolio, including
financial statements, have been mailed to shareholders. If you have not
received these reports, or would like to receive additional copies, free of
charge, please call the Trust at (513) 632-5547, and they will be sent by
First-class mail within 48 hours.
THE PRESENT BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS ELECT THE NOMINEES
THE PRESENT BOARD OF TRUSTEES AND OFFICERS
The Present Trustees and officers are listed with their addresses, principal
occupations, and present positions, including any affiliation with Federated
Investors, Federated Securities Corp. (the Fund's distributor), Federated
Services Company, Federated Administrative Services, the Trust, and the Funds
(as defined below).
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS DURING
NAME AND ADDRESS PAST FIVE YEARS AND AFFILIATIONS
AGE
------------------------- ------------------------------------------------ --
- -
<C> <S>
<C>
John F. Donahue@* Chairman of the Trust; Chairman and Trustee,
71
Federated Investors Tower Federated Investors, Federated Advisers,
Pittsburgh, PA Federated Management, and Federated Research;
Chairman and Director, Federated Research Corp.
and Federated Global Research Corp.; Chairman
Passport Research, Ltd.; Chief Executive Officer
and Director, Trustee, or Managing General
Partner of the Funds. Mr. Donahue is the father
of J. Christopher Donahue, Executive Vice
President of the Trust.
Thomas G. Bigley Director, Oberg Manufacturing Co.; Chairman of
61
28th Floor, the Board, Children's Hospital of Pittsburgh;
One Oxford Center Director, Trustee, or Managing General Partner
Pittsburgh, PA of the Funds; formerly, Senior Partner, Ernst &
Young LLP.
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS DURING
NAME AND ADDRESS PAST FIVE YEARS AND AFFILIATIONS
AGE
----------------------------- -------------------------------------------- --
- -
<C> <S>
<C>
John T. Conroy, Jr. President, Investment Properties
58
Wood/IPC Commercial Corporation; Senior Vice-President, John R.
Department Wood and Associates, Inc., Realtors;
John R. Wood and President, Northgate Village Development
Associates, Inc., Realtors Corporation; Partner or Trustee in private
3255 Tamiami Trail North real estate ventures in Southwest Florida;
Naples, FL Director, Trustee, or Managing General
Partner of the Funds; formerly, President,
Naples Property Management, Inc.
William J. Copeland Director and Member of the Executive
77
One PNC Plaza--23rd Floor Committee, Michael Baker, Inc.; Director,
Pittsburgh, PA 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 Attorney-at-law; Director, The Emerging
73
571 Hayward Mill Road Germany Fund, Inc.; Director, Trustee, or
Concord, MA Managing General Partner of the Funds.
Lawrence D. Ellis, M.D.* Professor of Medicine and Member, Board of
63
3471 Fifth Avenue, Suite 1111 Trustees, University of Pittsburgh; Medical
Pittsburgh, PA 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.@ Attorney-at-law; Shareholder, Henny,
71
Henny, Kochuba, Meyer Kochuba, Meyer and Flaherty; Director, Eat'N
and Flaherty Park Restaurants, Inc., and Statewide
Two Gateway Center--Suite 674 Settlement Agency, Inc.; Director, Trustee,
Pittsburgh, PA or Managing General Partner of the Funds;
formerly, Counsel, Horizon Financial, F.A.,
Western Region.
Edward C. Gonzales* President and Treasurer of the Trust; Vice
65
Federated Investors Tower Chairman, Treasurer, and Trustee, Federated
Pittsburgh, PA Investors; 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 Services Company;
Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director
of some of the Funds; President, Executive
Vice President and Treasurer of some of the
Funds.
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS DURING
NAME AND ADDRESS PAST FIVE YEARS AND AFFILIATIONS AGE
--------------------------------- ---------------------------------------- ---
<C> <S> <C>
Peter E. Madden Consultant; State Representative, 53
Seacliff Commonwealth of Massachusetts; Director,
562 Bellevue Avenue Trustee, or Managing General Partner of
Newport, RI the Funds; formerly, President, State
Street Bank and Trust Company and State
Street Boston Corporation.
Gregor F. Meyer Attorney-at-law; Shareholder, Henny, 69
Henny, Kochuba, Meyer Kochuba, Meyer and Flaherty; Chairman,
and Flaherty Meritcare, Inc.; Director, Eat'N Park
Two Gateway Center--Suite 674 Restaurants, Inc.; Director, Trustee, or
Pittsburgh, PA Managing General Partner of the Funds.
John E. Murray, Jr., J.D., S.J.D. President, Law Professor, Duquesne 63
President, Duquesne University University; Consulting Partner, Mollica,
Pittsburgh, PA Murray and Hogue; Director, Trustee or
Managing General Partner of the Funds.
Wesley W. Posvar Professor, International Politics and 70
1202 Cathedral of Learning Management Consultant; Trustee, Carnegie
University of Pittsburgh Endowment for International Peace, RAND
Pittsburgh, PA Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation;
Chairman, Czecho Management Center;
Director, Trustee, or Managing General
Partner of the Funds; President
Emeritus, University of Pittsburgh;
founding Chairman, National Advisory
Council for Environmental Policy and
Technology and Federal Emergency
Management Advisory Board.
Marjorie P. Smuts Public relations/marketing consultant; 60
4905 Bayard Street Conference Coordinator, Non-profit
Pittsburgh, PA entities; Director, Trustee, or Managing
General Partner of the Funds.
</TABLE>
- --------
* This Trustee is deemed to be an "interested person", as defined in the 1940
Act, of the Trust. Dr. Ellis is an interested person by reason of the
employment of his son-in-law by Federated Securities Corp.
@ 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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S.
Government Securities Fund: 3-5 Years; Federated U.S. Government Securities
Fund: 5-10 Years; 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; 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; Star Funds;
The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
Sunburst Funds; Tax-Free Instruments Trust; 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; World
Investment Series, Inc.
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. During the fiscal
year ended November 30, 1995, there were four meetings of the Audit Committee.
All of the members of the Audit Committee were present at the meetings.
The executive officers of the Trust are elected annually by the Board of
Trustees. Each officer holds the office at the Trustees' pleasure and until
qualification of his successor. The names, addresses and ages of the executive
officers of the Trust who are not listed above as a Present Trustee and their
principal occupations during the last five years are as follows:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS DURING
NAME AND ADDRESS PAST FIVE YEARS AND AFFILIATIONS AGE
------------------------- ------------------------------------------------ ---
<C> <S> <C>
J. Christopher Donahue Executive Vice President of the Trust; President 46
Federated Investors Tower and Trustee, Federated Investors, Federated
Pittsburgh, PA Advisers, Federated Management, and Federated
Research; President and Director, Federated
Research Corp. and Federated Global Research
Corp.; President, Passport Research, Ltd.;
Trustee, Federated Administrative Services,
Federated Services Company, and Federated
Shareholder Services; President or Executive
Vice President of the Funds; 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 Vice President of the Trust; Executive Vice 72
Federated Investors Tower President and Trustee, Federated Investors;
Pittsburgh, PA Chairman and Director, Federated Securities
Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the
Funds.
John W. McGonigle Executive Vice President and Secretary of the 57
Federated Investors Tower Trust; Executive Vice President, Secretary, and
Pittsburgh, PA Trustee, Federated Investors; Trustee, Federated
Adviser, Federated Management, and Federated
Research; Director, Federated Research Corp. and
Federated Global Research Corp.; Trustee,
Federated Services Company; President and
Trustee, Federated Shareholder Services;
Director, Federated Securities Corp.; Executive
Vice President and Secretary of the Funds.
Joseph S. Machi Vice President and Assistant Treasurer of the 33
Federated Investors Tower Trust; Vice President, Federated Administrative
Pittsburgh, PA Services; Vice President and Assistant Treasurer
of some of the Funds.
</TABLE>
Officers and Trustees own less than 1% of the Trust's outstanding shares.
Federated Administrative Services is the Trust's administrator, and
Federated Services Company is the Trust's Transfer Agent and Portfolio
Accountant. For the fiscal year ended November 30, 1995, administrative,
transfer agency and portfolio accounting fees aggregated $2,006,432.
Federated Securities Corp., the principal underwriter for the Trust,
Federated Services Company, and Federated Administrative Services are wholly-
owned subsidiaries of Federated Investors. Their address is Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779.
TRUSTEES COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME, POSITION WITH TRUST FROM TRUST*#
------------------------- ------------
<S> <C>
John F. Donahue,
Chairman and Trustee $ 0
Thomas G. Bigley,
Trustee $1,852.00
John T. Conroy, Jr.,
Trustee $2,009.00
William J. Copeland,
Trustee $2,009.00
James E. Dowd,
Trustee $2,009.00
Lawrence D. Ellis, M.D.,
Trustee $1,852.00
Edward L. Flaherty, Jr.,
Trustee $2,009.00
Edward C. Gonzales,
President, Treasurer and Trustee $ 0
Peter E. Madden,
Trustee $1,852.00
Gregor F. Meyer,
Trustee $1,852.00
John E. Murray, Jr.,
Trustee $1,852.00
Wesley W. Posvar,
Trustee $1,852.00
Marjorie P. Smuts,
Trustee $1,852.00
</TABLE>
- --------
* Information is furnished for the fiscal year ended November 30, 1995. The
Trust is the only investment company in the fund complex.
# The aggregate compensation is provided for the Trust which is comprised of
eight portfolios.
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 management 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 in all procedural matters at said Special
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 the proposal 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 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, will vote
those proxies required to be voted against the proposal, against any such
adjournment, and will abstain from voting those proxies which are required to
abstain from voting on such proposal.
The following list indicates the beneficial ownership of the only
shareholder who, to the best knowledge of the Trust, is the beneficial owner
of more than 5% of the outstanding Shares of the Trust as of December 12,
1995: Star Bank, N.A., Cincinnati, Ohio, acting in various capacities for
numerous accounts, owned approximately 756,711,611 shares (89.23%).
If you do not expect to attend the Special Meeting, please sign your proxy
card promptly and return it in the enclosed envelope to avoid necessary
expense and delay. No postage is necessary.
By Order of the Trustees John W.
McGonigle Secretary
Dated: January 16, 1996
G00950-03 (1/96)
STAR FUNDS FOR SPECIAL MEETING OF SHAREHOLDERS FEBRUARY 9, 1996
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of STAR
FUNDS hereby appoint Jean Bittner, Patricia F. Conner, Stephen R. Newcamp,
Scott A. Tretter, and C. Grant Anderson, or any one of them true and lawful
attorneys, with power of substitution of each, to vote all shares of STAR
FUNDS, which the undersigned is entitled to vote, at the Special Meeting of
Shareholders to be held on February 9, 1996, at Federated Investors Tower,
Pittsburgh, Pennsylvania, at 2:15 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.
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
choice made on this card. IF NO CHOICE IS INDICATED FOR ANY MATTER, THIS
PROXY WILL BE VOTED AFFIRMATIVELY ON THE MATTER PRESENTED.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS
STAR FUNDS KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
VOTE ON TRUSTEES
1. Election of Trustees: 01) Ralph R. Burchenal, 02)
Thomas L. Conlan, Jr., 03) Edward C. Gonzales, 04)
Alfred Gottschalk, Ph.D., 05) Robert J. Hill, D.O.,
06) Barry L. Larkin,
WITH FOR 07) William H. Zimmer III.
FOR HOLD ALL To withhold authority to vote, mark the "For All
Except"
ALL ALL EXCEPT box and write the nominee's number on the line
provided
below.
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To withhold authority to vote mark the "For All
Except" box and write the nominee's number on the
line provided above.
FOR AGAINST ABSTAIN2. To transact such other business as may properly
come before the meeting or any adjournment thereof.
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Please sign EXACTLY as your name(s) appear below. When signing as attorney,
executor, administrator, guardian, trustee, custodian, etc., please give 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.
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
