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
CASH TRUST SERIES, INC.
(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 ] 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:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
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4) Date Filed:
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CASH TRUST SERIES, INC.
PROXY STATEMENT - PLEASE VOTE!
TIME IS OF THE ESSENCE ...VOTING ONLY TAKES A FEW MINUTES AND YOUR
PARTICIPATION IS IMPORTANT! ACT NOW TO HELP THE FUND AVOID ADDITIONAL EXPENSE.
Cash Trust Series, Inc. will hold an annual meeting of shareholders of
Government Cash Series, Municipal Cash Series, Prime Cash Series, and Treasury
Cash Series on June 30, 1999. It is important for you to vote on the issues
described in this Proxy Statement. We recommend that you read the Proxy
Statement in its entirety; the explanations will help you to decide on the
issues.
Following is an introduction to the proposals and the process.
WHY AM I BEING ASKED TO VOTE?
Mutual funds are required to obtain shareholders' votes for certain types
of changes, like those included in this Proxy Statement. You have a right to
vote on these
changes.
WHAT ISSUES AM I BEING ASKED TO VOTE ON?
The proposals include the election of Directors and changes to the Funds'
fundamental investment policies.
WHY ARE INDIVIDUALS RECOMMENDED FOR ELECTION TO THE BOARD OF DIRECTORS?
The Funds are devoted to serving the needs of their shareholders, and the Board
is responsible for managing the Company's business affairs to meet those needs.
The Board represents the shareholders and can exercise all of the Funds' powers,
except those reserved only for shareholders.
Directors are selected on the basis of their education and professional
experience. Candidates are chosen based on their distinct interest in, and
capacity for understanding the complexities of, the operation of a mutual fund.
These individuals bring considerable experience to the impartial oversight of a
fund's operation.
The Proxy Statement includes a brief description of each nominee's history and
current position with the Company, if applicable.
WHY AM I BEING ASKED TO VOTE ON THE RATIFICATION OF INDEPENDENT AUDITORS?
The independent auditors conduct a professional examination of certain of the
Funds' accounting documents and supporting data to render an opinion on the
material fairness of the information. Because financial reporting involves
considerable discretion, the auditors' opinion is an important assurance to both
the Funds and their investors.
The Board of Directors approved the selection of Deloitte & Touche LLP,
long-time auditors of the Company, for the current fiscal year and believes that
the continued employment of this firm is in the Company's best interests.
WHY ARE THE FUND'S "FUNDAMENTAL POLICIES" BEING CHANGED?
Every mutual fund has certain investment policies that can be changed only with
the approval of its shareholders. These are referred to as "fundamental"
investment policies.
In some cases, these policies were adopted to reflect regulatory, business, or
industry conditions that no longer exist or no longer are necessary. In other
cases, advances in the securities markets and the economy have created different
procedures and techniques that affect the Funds' operations.
By reducing the number of "fundamental policies," the Funds may be able to
minimize the costs and delays associated with frequent shareholder meetings.
Also, the investment adviser's ability to manage the Funds' assets may be
enhanced and investment opportunities increased.
The proposed amendments will:
o reclassify as operating policies those fundamental policies that are not
required to be fundamental by the Investment Company Act of 1940, as
amended ("1940 Act");
o simplify and modernize the policies that are required to be "fundamental"
by the 1940 Act; and
o eliminate those fundamental policies that are no longer required by the
securities laws of the various states.
Federated is a conservative money manager. Our highly trained professionals are
dedicated to making investment decisions in the best interest of the Funds and
their shareholders. The Board believes that the proposed changes will be applied
responsibly by the Funds' investment adviser.
WHY ARE SOME "FUNDAMENTAL POLICIES" BEING RECLASSIFIED AS "OPERATING POLICIES?"
As noted above, some "fundamental policies" have been redefined as "operating
policies." Operating policies do not require shareholder approval to be changed.
This gives the Company's Board additional flexibility to determine whether to
participate in new investment opportunities and to meet industry changes
promptly.
HOW DO I VOTE MY SHARES?
You may vote in person at the annual meeting of shareholders or complete and
return the enclosed Proxy Card. If you sign and return the Proxy Card without
indicating a preference, your vote will be cast "for" all the proposals.
You may also vote by telephone at 1-800-690-6903, or through the Internet at
WWW.PROXYVOTE.COM. If you choose to help save the Company time and postage costs
by voting through the Internet or by telephone, please don't return your Proxy
Card. If you do not respond at all, we may contact you by telephone to request
that you cast your vote.
WHO DO I CALL IF I HAVE QUESTIONS ABOUT THE PROXY STATEMENT?
Call your Investment Professional or a Federated Client Service
Representative. Federated's toll-free number is 1-800-341-7400.
After careful consideration, the Board of Directors has unanimously approved
these proposals. The Board recommends that you read the enclosed materials
carefully and vote FOR all proposals.
<PAGE>
CASH TRUST SERIES, INC.
GOVERNMENT CASH SERIES
MUNICIPAL CASH SERIES
PRIME CASH SERIES
TREASURY CASH SERIES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 30, 1999
An annual meeting of the shareholders of Government Cash Series,
Municipal Cash Series, Prime Cash Series, and Treasury Cash Series (individually
referred to as the "Fund" and collectively referenced to as the "Funds"),
portfolios of Cash Trust Series, Inc. (the "Company"), will be held at 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7000, at 2:00 p.m. (Eastern
time), on June 30, 1999 to consider proposals:
(1) To elect three Directors.
(2) To ratify the selection of the Company's independent
auditors.
(3) To make changes to the Funds' fundamental investment
policies:
(a) To amend the Funds' fundamental investment policy
regarding diversification (Government Cash Series and Treasury Cash Series
only);
(b) To amend the Funds' fundamental investment policy
regarding borrowing money and issuing senior securities;
(c) To amend the Funds' fundamental investment policies
regarding investments in real estate (Government Cash
Series, Municipal Cash Series and Prime Cash Series
only);
(d) To amend the Funds' fundamental investment policy
regarding investments 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 the Funds' fundamental investment policies
regarding concentration of the Funds' investments in
the securities of companies in the same industry;
(h) To amend, and to make non-fundamental, the Funds'
fundamental investment policy regarding buying securities on margin;
(i) To amend, and to make non-fundamental, the Funds'
fundamental investment policy regarding pledging assets; and
(j) To make non-fundamental the Fund's fundamental
investment policy on investing in restricted securities (Treasury Cash Series
only).
(4) To eliminate the Funds' fundamental investment policy on
selling securities short.
(5) To approve amendments to the Company's Articles of
Incorporation to permit the Board of Directors to
liquidate assets of a series or class without seeking
shareholder approval to the extent permitted under
Maryland law.
To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed April 15, 1999 as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Board of Directors,
John W. McGonigle
Secretary
April 29, 1999
YOU CAN HELP THE COMPANY 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 ANNUAL
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
<PAGE>
TABLE OF CONTENTS
ABOUT THE PROXY SOLICITATION AND THE ANNUAL MEETING.............................
ELECTION OF THREE DIRECTORS.....................................................
ABOUT THE ELECTION OF DIRECTORS.................................................
DIRECTORS STANDING FOR ELECTION.................................................
RATIFICATION OF THE SELECTION OF THE INDEPENDENT AUDITORS.......................
APPROVAL OF CHANGES TO THE FUNDS' FUNDAMENTAL INVESTMENT
POLICIES....................................................................
APPROVAL OF THE ELIMINATION OF A FUNDAMENTAL INVESTMENT
POLICY OF THE FUNDS.........................................................
APPROVAL OF AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION...............
INFORMATION ABOUT THE COMPANY...................................................
PROXIES, QUORUM AND VOTING AT THE ANNUAL MEETING................................
SHARE OWNERSHIP OF THE DIRECTORS................................................
DIRECTOR COMPENSATION...........................................................
OFFICERS OF THE COMPANY.........................................................
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY....................
<PAGE>
PRELIMINARY
PROXY STATEMENT
CASH TRUST SERIES, INC.
GOVERNMENT CASH SERIES
MUNICIPAL CASH SERIES
PRIME CASH SERIES
TREASURY CASH SERIES
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
ABOUT THE PROXY SOLICITATION AND THE ANNUAL MEETING
The enclosed proxy is solicited on behalf of the Board of Directors of
the Company (the "Board" or "Directors"). The proxies will be voted at the
annual meeting of shareholders of the Company to be held on June 30, 1999, at
5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000, at 2:00 p.m. (such
annual meeting and any adjournment or postponement thereof are referred to as
the "Annual Meeting").
The cost of the solicitation, including the printing and mailing of
proxy materials, will be borne by the Company. In addition to solicitations
through the mails, proxies may be solicited by officers, employees, and agents
of the Company or, if necessary, a communications firm retained for this
purpose. Such solicitations may be by telephone, telegraph, through the Internet
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 Company 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 proposed changes recommended in the
investment policies of the Funds, and the proposed amendments to the Company's
Articles of Incorporation, and has approved them, subject to shareholder
approval. The purposes of the Annual Meeting are set forth in the accompanying
Notice. The Directors know of no business other than that mentioned in the
Notice that will be presented for consideration at the Annual Meeting. Should
other business properly be brought before the Annual Meeting, proxies will be
voted in accordance with the best judgment of the persons named as proxies. This
proxy statement and the enclosed proxy card are expected to be mailed on or
about April 29, 1999, to shareholders of record at the close of business on
April 15, 1999 (the "Record Date"). On the Record Date, the Funds had
outstanding the following number of shares of common stock:
Government Cash Series ____________________
Municipal Cash Series ____________________
Prime Cash Series ____________________
Treasury Cash Series ____________________
The Fund's Annual Reports, which include audited financial statements
for each Fund for the fiscal year ended May 31, 1998, were previously mailed to
shareholders. Requests for a semi-annual report for each Fund, which contains
unaudited financial statements for the period ended November 30, 1998, may be
made by writing to the Company's principal executive offices. The Company's
principal executive offices are located at Federated Investors Funds, 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7000. The Company's toll-free
telephone number is 1-800-341-7400.
PROPOSAL #1: ELECTION OF THREE DIRECTORS
The persons named as proxies intend to vote in favor of the election of
John F. Cunningham, Charles F. Mansfield, Jr. and John S. Walsh (collectively,
the "Nominees") as Directors of the Fund. Each of the Nominees is presently
serving as a Director, and each Nominee was appointed a director on January 1,
1999. Please see "ABOUT THE ELECTION OF DIRECTORS" below for current information
about the Nominees.
All Nominees have consented to serve if elected. If elected, the
Directors will hold office without limit in time until death, resignation,
retirement, or removal or until the next meeting of shareholders to elect
Directors and the election and qualification of their successors. Election of a
Director is by a plurality of the votes cast by shareholders of the Funds at the
Annual Meeting. The three individuals receiving the greatest number of votes at
the Annual Meeting will be deemed to be elected Directors.
If any Nominee for election as a Director named above shall by reason of
death or for any other reason become unavailable as a candidate at the Annual
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 Annual Meeting. Any such substitute candidate for election as
a Director who is an "interested person" (as such term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Company
shall be nominated by the Executive Committee. The selection of any substitute
candidate for election as a Director who is not an "interested person" shall be
made by a majority of the Directors who are not "interested persons" of the
Company. The Board has no reason to believe that any Nominee will become
unavailable for election as a Director.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE TO ELECT AS DIRECTORS THE NOMINEES FOR ELECTION
TO THE BOARD OF DIRECTORS OF THE FUND
ABOUT THE ELECTION OF DIRECTORS
When elected, the Directors will hold office during the lifetime of the
Company except that: (a) any Director may resign; (b) any Director may be
removed by written instrument signed by at least two-thirds of the number of
Directors prior to such removal; (c) any Director 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 Directors; and (d) a Director may
be removed at any special meeting of the shareholders by a vote of two-thirds of
the outstanding shares of the Company. In case a vacancy shall exist for any
reason, the remaining Directors will fill such vacancy by appointment of another
Director. The Directors will not fill any vacancy by appointment if, immediately
after filling such vacancy, less than two-thirds of the Directors then holding
office would have been elected by the shareholders. If, at any time, less than a
majority of the Directors holding office have been elected by the shareholders,
the Directors then in office will call a shareholders' meeting for the purpose
of electing Directors to fill vacancies. Otherwise, there will normally be no
meeting of shareholders called for the purpose of electing Directors.
Set forth below is a listing of Directors standing for election, along
with their addresses, birthdates, present positions with the Company, if
applicable, and principal occupations during the past five years:
DIRECTORS STANDING FOR ELECTION
JOHN F. CUNNINGHAM
353 El Brillo Way
Palm Beach, FL
Birthdate: March 5, 1943
Director or Trustee of some of the Federated Funds; Chairman, President and
Chief Executive Officer, Cunningham & Co., Inc.; Trustee Associate, Boston
College; Director, EMC Corporation; formerly, Director, Redgate Communications.
CHARLES F. MANSFIELD, JR.
80 South Road
Westhampton Beach, NY
Birthdate: April 10, 1945
Director or Trustee of some of the Federated Funds; management consultant.
JOHN S. WALSH
2007 Sherwood Drive
Valparaiso, IN
Birthdate: November 28, 1957
Director or Trustee of some of the Federated Funds; President and Director, Heat
Wagon, Inc.; President and Director, Manufacturers Products, Inc.; President,
Portable Heater Parts, a division of Manufacturers Products, Inc.; Director,
Walsh & Kelly, Inc.; formerly, Vice President, Walsh & Kelly, Inc.
PROPOSAL #2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that the Company's independent auditors be
selected by the Board, including a majority of those Board members who are not
"interested persons" (as defined in the 1940 Act) of the Company, and submitted
for ratification or rejection at the next succeeding meeting of shareholders.
The Board of Directors of the Company, including a majority of its members who
are not "interested persons" of the Company, approved the selection of Deloitte
& Touche LLP (the "Auditors") for the current fiscal year at a Board meeting
held on _______________, 1999.
The selection by the Board of the Auditors as independent auditors for
the current fiscal year is submitted to the shareholders for ratification. Apart
from their fees as independent auditors and certain consulting fees, neither the
Auditors nor any of their partners have a direct, or material indirect,
financial interest in the Company or its investment adviser. The Auditors are a
major international independent accounting firm. The Board believes that the
continued employment of the services of the Auditors for the current fiscal year
would be in the Company's best interests.
Representatives of the Auditors are not expected to be present at the
Annual Meeting. If a representative is present, he or she will have the
opportunity to make a statement and would be available to respond to appropriate
questions. The ratification of the selection of the Auditors will require the
affirmative vote of a majority of the shares present and voting at the Annual
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE TO RATIFY THE SELECTION OF THE INDEPENDENT AUDITORS
APPROVAL OF CHANGES TO THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES
INTRODUCTION TO PROPOSALS #3(A) TO #3(J) AND #4
The 1940 Act (which was adopted to protect mutual fund shareholders)
requires investment companies such as the Funds 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 Company was formed in 1993, 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 Directors 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 Directors believe that the Funds 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 Directors
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>
FUNDAMENTAL POLICIES NON-FUNDAMENTAL POLICIES
------------------------------- --------------------------------
<S> <C> <C>
Who must approve changes in Board of Directors and Board of Directors
the policies? shareholders
How quickly can a change in Fairly slowly, since a vote Fairly quickly, because the
the policies be made? of shareholders is required change can be accomplished by
action of the Board of
Directors
What is the relative cost Costly to change because a Less costly to change because
to change a policy? shareholder vote requires a change can be accomplished
holding a meeting of by action of the Board of
shareholders Directors
</TABLE>
The recommended changes are specified below. Each Proposal will be voted
on separately by each Fund (unless otherwise noted), and the approval of each
Proposal for each Fund will require the approval of a majority of the
outstanding voting shares of the Fund as defined in the 1940 Act. (See "PROXIES,
QUORUM AND VOTING AT THE ANNUAL 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 THE FUNDS' INVESTMENT
OBJECTIVES. ALTHOUGH THE PROPOSED CHANGES IN FUNDAMENTAL POLICIES WILL ALLOW THE
FUNDS GREATER FLEXIBILITY TO RESPOND TO FUTURE INVESTMENT OPPORTUNITIES, THE
BOARD OF DIRECTORS OF THE COMPANY 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 THE FUNDS. NOR
DOES THE BOARD OF DIRECTORS 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 Directors 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 #3: APPROVAL OF AMENDMENTS TO THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES
PROPOSAL #3(A): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT
POLICY REGARDING DIVERSIFICATION
THIS PROPOSAL PERTAINS TO GOVERNMENT CASH SERIES AND TREASURY CASH SERIES ONLY.
Under the 1940 Act, the Funds' policy 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' present policy regarding diversification states:
"With respect to securities comprising 75% of the value of its total
assets, the 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 such U.S. government securities)
if as a result more than 5% of the value of its total assets would be
invested in the securities of that issuer, or if it would own more than
10% of the outstanding voting securities of that issuer."
The Funds operate in compliance with 1940 Act Rule 2a-7, which was
adopted by the U.S. Securities and Exchange Commission (the "SEC" or the
"Commission") to govern the operations of money market funds. Rule 2a-7 provides
specific diversification requirements for money market funds, and these
requirements are more restrictive than the Funds' current diversification
policy.
In order to afford the Funds' investment adviser maximum flexibility in
managing the Funds' assets, the Directors propose to amend the Funds'
diversification policy to be consistent with the definition of a diversified
investment company under the 1940 Act. While less restrictive than the
limitations under Rule 2a-7, the restated policy complies with the Commission's
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, the 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."
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(B): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICY
REGARDING BORROWING MONEY AND ISSUING SENIOR SECURITIES
The 1940 Act requires a Fund to have a fundamental investment policy
defining its ability to borrow money or issue senior securities. In general,
limitations in borrowing are designed to protect shareholders and their
investments by restricting the 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 the 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:
"The Fund will not issue senior securities except that the Fund may
borrow money directly or through reverse purchase agreements in amounts
up to one-third of the value of its total assets, including the amounts
borrowed. The Fund will not borrow money or engage in reverse purchase
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 the value of its total assets are
outstanding. During the period any reverse repurchase agreements are
outstanding, the 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."
SENIOR SECURITIES-GENERALLY. A "senior security" is an obligation of a Fund 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 a 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 a 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 a 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 investment policies of the Funds permit borrowing to the extent allowed
under the 1940 Act, or under any SEC rule, regulation or staff interpretation
thereof. The borrowing restriction of the Funds permits borrowing only as a
temporary extraordinary or emergency measure, and restrict the purchase of any
new securities while borrowings are outstanding. The proposed investment policy
would provide greater flexibility, and would permit the Funds to borrow money,
directly or indirectly (such as through reverse repurchase agreements, where
permitted by the Funds' policies), 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 presently intend to engage in leveraging. Upon
shareholder approval, the fundamental investment policy governing borrowing
money and issuing senior securities will state:
"The Fund may borrow money, directly or indirectly, and issue senior
securities to the maximum extent permitted under the 1940 Act."
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(C): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
REGARDING INVESTMENTS IN REAL ESTATE
THIS PROPOSAL PERTAINS TO GOVERNMENT CASH SERIES, MUNICIPAL CASH SERIES AND
PRIME CASH SERIES ONLY.
Under the 1940 Act, a Fund's policy concerning investments in real
estate must be fundamental. The Funds currently have fundamental investment
policies prohibiting the purchase or sale of real estate, and which state:
GOVERNMENT CASH SERIES:
"The Fund will not purchase or sell real estate, including limited
partnership interests."
PRIME CASH SERIES:
"The Fund will not purchase or sell real estate, although it may invest
in securities of issuers whose business involves the purchase or sale of
real estate or in securities which are secured by real estate or
interests in real estate."
MUNICIPAL CASH SERIES:
"The Fund will not purchase or sell real estate, although it may invest
in municipal securities of issuers whose business involves the purchase
or sale of real estate or in securities which are secured by real estate
or interests in real estate."
The proposed fundamental investment policy will not permit a Fund 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 the
Funds to invest in companies within the real estate industry, provided such
investments are consistent with the Funds' investment objectives and policies.
Upon shareholder approval, the fundamental investment policies of the Funds
governing investments in real estate will state:
"The 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 DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(D): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICY REGARDING
INVESTMENTS IN COMMODITIES
Under the 1940 Act, a Fund's policy concerning investments in
commodities must be fundamental. Each Fund is currently subject to a fundamental
restriction prohibiting the purchase or sale of commodities, commodity contracts
or commodities futures contracts. Historically, the most common types of
commodities 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 futures contracts to be
commodities for purposes of the policy set forth below.
Upon shareholder approval, the standardized fundamental investment
policy governing commodities for the Funds will state:
"The Fund may not purchase or sell physical commodities, provided that
the Fund may purchase securities of companies that deal in commodities."
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(E): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT
POLICY REGARDING UNDERWRITING SECURITIES
Under the 1940 Act, a Fund's policy relating to underwriting is required
to be fundamental. Each Fund currently is subject to a fundamental investment
policy prohibiting it from acting as an underwriter of the securities of other
issuers, and states:
"The 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
objective, policies, and limitations."
A person or company generally is considered 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:
"The 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' fundamental policy.
Rather, it reflects a restatement to the standardized language now to be used by
the Federated Funds, and is submitted to shareholders for approval as a result
of the 1940 Act's requirements.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(F): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
REGARDING LENDING BY THE FUNDS
Under the 1940 Act, each Fund's policy concerning lending must be
fundamental. The Funds currently are subject to a fundamental investment
policies limiting their ability to make loans, which state:
GOVERNMENT CASH SERIES:
"The Fund will not lend any of its assets, except portfolio securities.
This shall not prevent the Fund from purchasing or holding money market
instruments, including repurchase agreements and variable rate U.S.
government securities permitted by its investment objective, policies,
limitations or Articles of Incorporation."
MUNICIPAL CASH SERIES:
"The Fund will not lend any of its assets, except that it may acquire
publicly or non-publicly issued municipal securities or temporary
investments or enter into repurchase agreements, in accordance with its
investment objective, policies, limitations or Articles of
Incorporation."
PRIME CASH SERIES:
"The Fund will not lend any of its assets, except portfolio securities.
This shall not prevent the Fund from purchasing or holding money market
instruments, including repurchase agreements and variable amount demand
master notes, permitted by its investment objective, policies,
limitations, or Articles of Incorporation."
TREASURY CASH SERIES:
"The Fund will not lend any of its assets, except that it may purchase
or hold U.S. Treasury obligations, including repurchase agreements,
permitted by its investment objective, policies, and limitations or
Articles of Incorporation."
In order to ensure that the Funds may invest in certain debt securities
or repurchase agreements, which could technically be characterized as the making
of loans, the Funds' current fundamental policies specifically permits such
investments. In addition, the Funds' fundamental policies, in the case of
Government Cash Series and Prime Cash Series, explicitly permit the Funds to
lend their portfolio securities to broker-dealers or institutional investors.
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 the Funds
(other than Municipal Cash Series and Treasury Cash Series) currently are
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:
"The 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 DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(G): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
REGARDING CONCENTRATION OF THE FUNDS' INVESTMENTS IN THE SECURITIES OF COMPANIES
IN THE SAME INDUSTRY
Under the 1940 Act, a Fund's policy relating to the concentration of its
investments in securities of companies in a single industry must be fundamental.
The SEC staff considers a mutual fund to "concentrate" its investments if 25% or
more of its total assets are invested in a particular industry (not counting
U.S. government securities, bank instruments issued by domestic banks and
municipal securities).
The Funds currently are subject to fundamental investment policies
prohibiting them from concentrating their investments in a single industry.
These policies provide:
GOVERNMENT CASH SERIES AND TREASURY CASH SERIES:
"The Fund will not invest 25% or more of the value of its total assets in
any one industry. However, the Fund may invest 25% or more of the value of its
total assets in 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 such U.S. government securities. The
U.S. government is not considered to be an industry."
MUNICIPAL CASH SERIES AND PRIME CASH SERIES:
"The Fund will not invest 25% or more of its total assets in any one
industry. However, investing in U.S. government securities and domestic bank
instruments shall not be considered investments in any one industry."
Upon the approval by the Funds' shareholders, the fundamental investment
policy governing concentration will provide:
"The Fund will not make investments that will result in the
concentration of its investments in the securities of issuers primarily
engaged in the same industry. Government securities, municipal
securities and bank instruments will not be deemed to constitute an
industry."
The Company's Board has also approved a related non-fundamental policy
for each Fund, which will be adopted if the new fundamental policy is approved
by shareholders, and which provides that in applying the concentration
restriction: (1) utility companies will be divided according to their services,
for example, gas, gas transmission, electric and telephone will each be
considered a separate industry; (2) financial service companies will be
classified according to the end users of their services, for example, automobile
finance, bank finance and diversified finance will each be considered a separate
industry; and (3) asset-backed securities will be classified according to the
underlying assets securing such securities.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(H): TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUNDS'
FUNDAMENTAL INVESTMENT POLICY REGARDING BUYING SECURITIES ON MARGIN
The Funds are not required to have a fundamental restriction on margin
transactions. Accordingly, it is proposed that each Fund's existing fundamental
policy be replaced with a non-fundamental restriction. Each Fund's current
policy provides:
"The Fund will not purchase any securities on margin, but may obtain such
short-term credits as are necessary for clearance of transactions."
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, each Fund
would become subject to the following non-fundamental policy:
"The 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."
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(I): TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUNDS'
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 the Funds' flexibility in
this area, the Board of the Company believes the policy on pledging assets
should be made non-fundamental. The non-fundamental policy would be similar to
the fundamental policies proposed to be eliminated, which state:
GOVERNMENT CASH SERIES, MUNICIPAL CASH SERIES AND TREASURY CASH SERIES:
"The Fund will not mortgage, pledge, or hypothecate any assets except as
necessary 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 of the Fund at the
time of the borrowing."
PRIME CASH SERIES:
"The 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 10% of the value of total assets at the time of the 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. Although the Funds are eliminating the 10% limitation on pledging
assets, the Funds intend, as a matter of operating policy, to engage in these
transactions in the same manner as presently.
Upon the approval of the elimination of the existing fundamental policy
on pledging assets, each Fund would become subject to the following
non-fundamental policy:
"The 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 DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(J): TO MAKE NON-FUNDAMENTAL A FUND'S FUNDAMENTAL INVESTMENT
POLICY ON INVESTING IN RESTRICTED SECURITIES
THIS PROPOSAL PERTAINS TO TREASURY CASH SERIES ONLY.
Treasury Cash Series is presently subject to a fundamental investment
policy that provides that:
"The Fund will not purchase or sell securities which are restricted as to
resale under federal securities law."
There is no legal requirement that the Fund have a fundamental policy on
this subject. Accordingly, the Board believes that it should be made
non-fundamental for the Fund. While there is no present intention for the Fund
to invest in restricted securities, establishing the policy as non-fundamental
would enable the Board to change this policy in the future without shareholder
approval. The policy will not be changed without prior Board authorization.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #4: TO ELIMINATE THE FUNDS'
FUNDAMENTAL INVESTMENT POLICY ON SELLING SECURITIES SHORT
The Board has determined that the Funds' current fundamental investment
policy pertaining to selling securities short is unnecessary and should be
removed. Until NSMIA was adopted in 1996, the securities laws of several states
required every investment company which intended to sell its shares in those
states to adopt policies governing a variety of operational issues, including a
policy prohibiting short sales of securities. As a consequence of those
restrictions, each Fund adopted an investment policy related to selling
securities short and agreed that the policies would be changed only upon the
approval of shareholders. Since the prohibition is no longer required under
current law, and in order to maximize the Funds' flexibility in this area, the
management of the Company has recommended, and the Board has determined, that
the policy should be removed. 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 the Funds' contemporaneously own
or have the right to acquire at no additional cost securities identical to, or
convertible into or exchangeable for, those sold short. Moreover, the Funds, as
money market funds, are subject to substantive regulation pursuant to Rule 2a-7
under the 1940 Act that has the effect of precluding the Funds from selling
securities short.
This Proposal will be voted on separately by each Fund, and the approval
of the change for each Fund will require the affirmative vote of a majority of
the outstanding voting shares of the Fund as defined in the 1940 Act. (See
"PROXIES, QUORUM AND VOTING AT THE ANNUAL MEETING" below).
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #5: TO APPROVE AMENDMENTS TO THE FUND'S
ARTICLES OF INCORPORATION TO PERMIT THE BOARD OF DIRECTORS
TO LIQUIDATE ASSETS OF A SERIES OR CLASS WITHOUT SEEKING SHAREHOLDER
APPROVAL TO THE EXTENT PERMITTED UNDER MARYLAND LAW
Mutual funds, such as the Company, are required to organize under the
laws of a state and to create and be bound by organizational documents outlining
how they will operate. In the case of the Company, these organizational
documents are the Articles of Incorporation and the By-Laws. Since the adoption
of the Articles of Incorporation in 1993, the market for mutual funds has
evolved, requiring mutual funds to be more flexible in their operation so that
they may respond quickly to changes in the market. Certain items in the
Company's current Articles of Incorporation prohibit the Company from responding
quickly and favorably to changing markets without going to the expense and delay
of holding a shareholder meeting. Accordingly, the Directors have approved, and
have authorized the submission to the shareholders of the Company for their
approval, certain amendments to the Company's Articles of Incorporation. If
these amendments are approved by shareholders, and in light of other amendments
that have been adopted to the Articles of Incorporation that do not require
shareholder approval, it is contemplated that the Amended and Restated Articles
of Incorporation will, following Board approval, be filed in Maryland following
the Annual Meeting. The approval of the proposed amendments will require the
affirmative vote of a majority of the aggregate number of shares entitled to be
cast thereon.
Shareholders are being asked to approve amendments to the Company's
Amended and Restated Articles of Incorporation to permit the Directors, to the
extent permissible under Maryland law from time to time, to sell and convert
into money (i.e., liquidate) all of the assets of the Company, or a class or
series of the Company, and then redeem all outstanding shares of any series or
class of the Company. Currently, a vote of shareholders is required to
liquidate the Company. The Directors have determined that the current
restriction presents a cumbersome structure under which the best interest of
all of the Company's shareholders may not be served. By requiring the Directors
to solicit a shareholder vote, by means of a proxy solicitation for a meeting
of shareholders, the Articles of Restatement as currently in effect greatly
hinder the Directors' ability to effectively act on decisions about the
continued viability of the Company. If it is determined that it is no longer
advisable to continue the Company, it may not be in the best interest of
shareholders to incur the substantial additional expense of a shareholder
meeting when it is more important to preserve for shareholders those assets
that remain.
If approved by shareholders, the Amended and Restated Articles of
Incorporation would provide substantially to the effect that:
"To the extent permitted under Maryland law, without the vote of the
shares of any class of stock of the Company then outstanding, the
Corporation may, upon approval of a majority of the Board of Directors,
sell and convert into money all the assets of any class or series of the
Corporation. Upon making provision for the payment of all outstanding
obligations, taxes and other liabilities, accrued or contingent,
belonging to the Corporation, or any class or series thereof, the
Directors shall distribute the remaining assets of the Corporation
ratably among the holders of the outstanding shares of the Corporation,
or any affected class or series thereof."
In the event that the amendments to the Amended and Restated Articles
of Incorporation to allow the Directors to liquidate the Company as set forth
above are not approved by the shareholders, the provisions of the Amended and
Restated Articles of Incorporation shall remain as they are presently in the
Articles of Restatement, and the Directors will consider what action, if any,
should be taken.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
INFORMATION ABOUT THE COMPANY
PROXIES, QUORUM AND VOTING AT THE ANNUAL MEETING
The favorable vote of: (a) the holders of 67% or more of the outstanding
voting securities present at the Annual 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, is required to approve all of the proposals,
except the election of Directors, the ratification of the selection of the
Auditors and the amendments to the Articles of Incorporation.
Only shareholders of record on the Record Date will be entitled to vote at
the Annual Meeting. Each share of each Fund is entitled to one vote. Fractional
shares are entitled to proportionate shares of one vote.
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 Company. In addition, although mere
attendance at the Annual Meeting will not revoke a proxy, a shareholder present
at the Annual Meeting may withdraw his or her proxy and vote in person. All
properly executed and unrevoked proxies received in time for the Annual 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 Annual Meeting, a "quorum" of shareholders must be
present. Holders of one-third of the total number of outstanding shares of each
Fund of the Company, 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
Annual 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 that have been received to adjourn the Annual 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 Annual Meeting to permit further
solicitations of proxies with respect to such proposal(s). 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 Annual Meeting to be adjourned. The persons
named as proxies will vote AGAINST an adjournment those proxies that they are
required to vote against the proposal, and will vote in FAVOR of such an
adjournment all other proxies that they are authorized to vote. A shareholder
vote may be taken on the proposals in this proxy statement prior to any such
adjournment if sufficient votes have been received for approval.
As referred to in this Proxy Statement, the "Federated Fund Complex,"
"The Funds" or "Funds" includes the following investment companies: Automated
Government Money Trust; Cash Trust Series II; Cash Trust Series, Inc.; CCB
Funds; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust;
Federated Adjustable Rate U.S. Government Fund, Inc.; Federated American Leaders
Fund, Inc.; Federated ARMs Fund; Federated Core Trust; Federated Equity Funds;
Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income Securities,
Inc.; Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Master Trust; Federated Municipal Opportunities Fund, Inc.;
Federated Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock and Bond Fund, Inc.; 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: 2-5 Years; Federated U.S. Government Securities Fund: 5-10
Years; Federated Utility Fund, Inc.; Fixed Income Securities, Inc.; Intermediate
Municipal Trust; International Series, Inc.; Investment Series Funds, Inc.;
Liberty Term Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust;
Liquid Cash Trust; Managed Series Trust; Money Market Management, Inc.; Money
Market Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; Regions Funds; RIGGS Funds;
Tax-Free Instruments Trust; The Planters Funds; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; WesMark Funds; WCT Funds; World Investment Series, Inc.;
Blanchard Funds; Blanchard Precious Metals Fund, Inc.; High Yield Cash Trust;
Investment Series Trust; Targeted Duration Trust; The Virtus Funds; and Trust
for Financial Institutions.
SHARE OWNERSHIP OF THE DIRECTORS
Officers and Directors of the Company own less than 1% of the Company's
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:
Government Cash Series:
Municipal Cash Series:
Prime Cash Series:
Treasury Cash Series:
DIRECTOR COMPENSATION
<TABLE>
<CAPTION>
NAME, POSITION AGGREGATE TOTAL COMPENSATION PAID FROM FUND COMPLEX+
WITH COMPANY COMPENSATION
FROM COMPANY1#
<S> <C> <C>
- ------------------------------- ----------------------- ---------------------------------------------
John F. Donahue*@ $0 $0 for the Company and 56 other
Chairman and Director investment companies in the Fund Complex
J. Christopher Donahue* $0 $0 for the Company and 18 other
Executive Vice President and investment companies in the Fund Complex
Director
Thomas G. Bigley $4,320.95 $113,860.22 for the Company and 56
Director other investment companies in the Fund
Complex
John T. Conroy, Jr. $4,753.74 $125,264.48 for the Company and 56
Director other investment companies in the Fund
Complex
Nicholas P. Constantakis $2,202.70 $47,958.02 for the Company and 56 other
Director investment companies in the Fund Complex
William J. Copeland $4,753.74 $125,264.48 for the Company and 56
Director other investment companies in the Fund
Complex
James E. Dowd $4,753.74 $125,264.48 for the Company and 56
Director other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.* $4,320.95 $113,860.22 for the Company and 56
Director other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.@ $4,753.74 $125,264.48 for the Company and 56
Director other investment companies in the Fund
Complex
Peter E. Madden $4,320.95 $113,860.22 for the Company and 56
Director other investment companies in the Fund
Complex
John E. Murray, Jr. $4,320.95 $113,860.22 for the Company and 56
Director other investment companies in the Fund
Complex
Wesley W. Posvar $4,320.95 $113,860.22 for the Company and 56
Director other investment companies in the Fund
Complex
Marjorie P. Smuts $4,320.95 $113,860.22 for the Company and 56
Director other investment companies in the Fund
Complex
</TABLE>
1 Information is furnished for the fiscal year ended May 31, 1998.
# The aggregate compensation is provided for the Company which is comprised
of four portfolios. Messrs. Cunningham, Mansfield and Walsh became Directors of
the Company on January 1, 1999. They did not receive any fees from the Fund
Complex as of the last calendar year.
+ The information is provided for the last calendar year.
* This Director is deemed to be an "interested person" as defined in the
1940 Act.
@ Member of the Executive Committee.
During the fiscal year ended May 31, 1998, there were four meetings of
the Board of Directors. The interested Directors, other than Dr. Ellis, do not
receive fees from the Company. Dr. Ellis is an interested person by reason of
the employment of his son-in-law by Federated Securities Corp. All Directors
were reimbursed for expenses for attendance at Board of Directors meetings.
The Executive Committee of the Board of Directors handles the
responsibilities of the Board between meetings of the Board. Other than its
Executive Committee, the Company has one Board committee, the Audit Committee.
Generally, the function of the Audit Committee is to assist the Board of
Directors in fulfilling its duties relating to the Company's accounting and
financial reporting practices and to serve as a direct line of communication
between the Board of Directors 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
Company's procedures for internal auditing, and reviewing the Company's system
of internal accounting controls.
Messrs. Flaherty, Conroy, Copeland, and Dowd serve on the Audit
Committee. These Directors are not interested Directors of the Company. During
the fiscal year ended May 31, 1998, there were four meetings of the Audit
Committee. All of the members of the Audit Committee were present for each
meeting. Each member of the Audit Committee receives an annual fee of $100 plus
$25 for attendance at each meeting and is reimbursed for expenses of attendance.
OFFICERS OF THE COMPANY
The executive officers of the Company are elected annually by the Board
of Directors. Each officer holds the office until qualification of his
successor. The names and birthdates of the executive officers of the Company and
their principal occupations during the last five years are as follows:
John F. Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Director
Chief Executive Officer and Director or Trustee of the Federated Fund
Complex; Chairman and Director, Federated Investors, Inc.; Chairman and Trustee,
Federated Advisers, Federated Management, and Federated Research; Chairman and
Director, Federated Research Corp. and Federated Global Research Corp.;
Chairman, Passport Research, Ltd. Mr.
Donahue is the father of J. Christopher Donahue, Executive Vice President
and Director of the Company.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
President
President or Vice President of some of the Funds in the Federated Fund Complex;
Director or Trustee of some of the Funds in the Federated Fund Complex;
Executive Vice President, Federated Investors, Inc.; Chairman and Director,
Federated Securities Corp.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President and Director
President or Executive Vice President of the Federated Fund Complex; Director or
Trustee of some of the Funds in the Federated Fund Complex; President and
Director, Federated Investors, Inc.; President and Trustee, Federated Advisers,
Federated Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder Services Company; Director,
Federated Services Company. Mr. Donahue is the son of John F. Donahue, Chairman
and Director of the Company.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
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.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Executive Vice President and Secretary of the Federated Fund Complex; Executive
Vice President, Secretary and Director, Federated Investors, Inc.; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Director,
Federated Services Company; Director, Federated Securities Corp.
William D. Dawson, III
Federated Investors Tower
Pittsburgh, PA
Birthdate: March 3, 1949
Chief Investment Officer
Chief Investment Officer of the Company and various other Funds in the Federated
Fund Complex; Executive Vice President, Federated Investment Counseling,
Federated Global Research Corp., Federated Advisers, Federated Management,
Federated Research, and Passport Research, Ltd.; Registered Representative,
Federated Securities Corp.; Portfolio Manager, Federated Administrative
Services, Vice President, Federated Investors, Inc.
Richard J. Thomas
Federated Investors Tower
Pittsburgh, PA
Birthdate: June 17, 1954
Treasurer
Treasurer of the Federated Fund Complex; Vice President - Funds Financial
Services Division, Federated Investors, Inc.
None of the Officers of the Company received salaries from the Company
during the fiscal year ended May 31, 1998.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Company 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 Cash Trust Series, Inc.,
Federated Investors Funds, 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7000, 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 Annual Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or postponement
of the Annual Meeting, the persons named on the enclosed proxy card will vote on
such matters according to their best judgment in the interests of the Company.
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 Directors,
John W. McGonigle
Secretary
April 29, 1999
<PAGE>
CASH TRUST SERIES, INC.
GOVERNMENT CASH SERIES
MUNICIPAL CASH SERIES
PRIME CASH SERIES
TREASURY CASH SERIES
INVESTMENT ADVISER
FEDERATED ADVISERS
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
DISTRIBUTOR
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
ADMINISTRATOR
FEDERATED SERVICES COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Cusip .......
---------
Cusip .......
---------
Cusip .......
---------
Cusip .......
---------
Cusip .......
---------
(_____/99)
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Government Cash Series (the "Fund"), a portfolio of Cash Trust Series, Inc. (the
"Company") hereby appoint Patricia F. Conner, Gail Cagney, William Haas, Susan
M. Jones, and Ann M. Scanlon, 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 Annual Meeting of Shareholders to be held
on June 30, 1999, at 5800 Corporate Drive, Pittsburgh, Pennsylvania, at 2:00
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
Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CASH TRUST
SERIES, INC. 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 DIRECTORS OF THE
COMPANY
FOR [ ]
PROPOSAL 1 TO ELECT JOHN F. CUNNINGHAM, CHARLES F. MANSFIELD, JR. AND
JOHN S. WALSH AS DIRECTORS OF THE COMPANY
FOR [ ]
AGAINST [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a
particular nominee, mark the "For All Except" box and
strike a line through the name of each nominee for
whom you are NOT voting. Your shares will be voted for
the remaining nominees.
PROPOSAL 2 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT AUDITORS
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 3.....TO MAKE CHANGES TO THE FUND'S FUNDAMENTAL INVESTMENT POLICIES:
3(A) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY REGARDING
DIVERSIFICATION
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
3(B) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING BORROWING MONEY AND ISSUING SENIOR
SECURITIES FOR [ ] AGAINST [ ] ABSTAIN [ ]
3(C) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING INVESTMENTS IN REAL ESTATE FOR [ ]
AGAINST [ ] ABSTAIN [ ]
3(D) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING INVESTMENTS IN COMMODITIES FOR [ ]
AGAINST [ ] ABSTAIN [ ]
3(E) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING UNDERWRITING SECURITIES FOR [ ] AGAINST [
] ABSTAIN [ ]
3(F) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING LENDING ASSETS FOR [ ] AGAINST [ ]
ABSTAIN [ ]
3(G) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY REGARDING
CONCENTRATION OF THE FUND'S INVESTMENTS IN THE SECURITIES OF
COMPANIES IN THE SAME INDUSTRY
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
3(H) TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUND'S
FUNDAMENTAL INVESTMENT POLICY REGARDING BUYING
SECURITIES ON MARGIN FOR [ ] AGAINST [ ] ABSTAIN [
]
3(I) TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUND'S
FUNDAMENTAL INVESTMENT POLICY REGARDING PLEDGING
ASSETS FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 4: TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON SELLING
SECURITIES SHORT
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 5: TO APPROVE AMENDMENTS TO THE COMPANY'S ARTICLES OF
INCORPORATION TO PERMIT THE BOARD OF DIRECTORS TO LIQUIDATE
ASSETS OF A SERIES OR CLASS WITHOUT SEEKING SHAREHOLDER APPROVAL
TO THE EXTENT PERMITTED UNDER MARYLAND LAW
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 Company.
Joint owners should each sign personally. Directors 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.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING 1-800-690-6903,
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Municipal Cash Series (the "Fund"), a portfolio of Cash Trust Series, Inc. (the
"Company") hereby appoint Patricia F. Conner, Gail Cagney, William Haas, Susan
M. Jones, and Ann M. Scanlon, 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 Annual Meeting of Shareholders to be held
on June 30, 1999, at 5800 Corporate Drive, Pittsburgh, Pennsylvania, at 2:00
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
Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CASH TRUST
SERIES, INC. 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 DIRECTORS OF THE
COMPANY
FOR [ ]
PROPOSAL 1 TO ELECT JOHN F. CUNNINGHAM, CHARLES F. MANSFIELD, JR. AND
JOHN S. WALSH AS DIRECTORS OF THE COMPANY
FOR [ ]
AGAINST [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a
particular nominee, mark the "For All Except" box and
strike a line through the name of each nominee for
whom you are NOT voting. Your shares will be voted for
the remaining nominees.
PROPOSAL 2 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT AUDITORS
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 3 TO MAKE CHANGES TO THE FUND'S FUNDAMENTAL INVESTMENT POLICIES:
3(A) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING BORROWING MONEY AND ISSUING SENIOR
SECURITIES FOR [ ] AGAINST [ ] ABSTAIN [ ]
3(B) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING INVESTMENTS IN REAL ESTATE FOR [ ]
AGAINST [ ] ABSTAIN [ ]
3(C) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING INVESTMENTS IN COMMODITIES FOR [ ]
AGAINST [ ] ABSTAIN [ ]
3(D) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING UNDERWRITING SECURITIES FOR [ ] AGAINST [
] ABSTAIN [ ]
3(E) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING LENDING ASSETS FOR [ ] AGAINST [ ]
ABSTAIN [ ]
3(F) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY REGARDING
CONCENTRATION OF THE FUND'S INVESTMENTS IN THE SECURITIES OF
COMPANIES IN THE SAME INDUSTRY
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
3(G) TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUND'S
FUNDAMENTAL INVESTMENT POLICY REGARDING BUYING
SECURITIES ON MARGIN FOR [ ] AGAINST [ ] ABSTAIN [
]
3(H) TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUND'S
FUNDAMENTAL INVESTMENT POLICY REGARDING PLEDGING
ASSETS FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 4: TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON SELLING
SECURITIES SHORT
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 5: TO APPROVE AMENDMENTS TO THE COMPANY'S ARTICLES OF
INCORPORATION TO PERMIT THE BOARD OF DIRECTORS TO LIQUIDATE
ASSETS OF A SERIES OR CLASS WITHOUT SEEKING SHAREHOLDER APPROVAL
TO THE EXTENT PERMITTED UNDER MARYLAND LAW
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 Company.
Joint owners should each sign personally. Directors 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.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING 1-800-690-6903,
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of Prime
Cash Series (the "Fund"), a portfolio of Cash Trust Series, Inc. (the "Company")
hereby appoint Patricia F. Conner, Gail Cagney, William Haas, Susan M. Jones,
and Ann M. Scanlon, 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 Annual Meeting of Shareholders to be held
on June 30, 1999, at 5800 Corporate Drive, Pittsburgh, Pennsylvania, at 2:00
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
Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CASH TRUST
SERIES, INC. 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 DIRECTORS OF THE
COMPANY
FOR [ ]
PROPOSAL 1 TO ELECT JOHN F. CUNNINGHAM, CHARLES F. MANSFIELD, JR. AND
JOHN S. WALSH AS DIRECTORS OF THE COMPANY
FOR [ ]
AGAINST [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a
particular nominee, mark the "For All Except" box and
strike a line through the name of each nominee for
whom you are NOT voting. Your shares will be voted for
the remaining nominees.
PROPOSAL 2 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT AUDITORS
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 3 TO MAKE CHANGES TO THE FUND'S FUNDAMENTAL INVESTMENT POLICIES:
3(A) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING BORROWING MONEY AND ISSUING SENIOR
SECURITIES FOR [ ] AGAINST [ ] ABSTAIN [ ]
3(B) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING INVESTMENTS IN REAL ESTATE FOR [ ]
AGAINST [ ] ABSTAIN [ ]
3(C) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING INVESTMENTS IN COMMODITIES FOR [ ]
AGAINST [ ] ABSTAIN [ ]
3(D) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING UNDERWRITING SECURITIES FOR [ ] AGAINST [
] ABSTAIN [ ]
3(E) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING LENDING ASSETS FOR [ ] AGAINST [ ]
ABSTAIN [ ]
3(F) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY REGARDING
CONCENTRATION OF THE FUND'S INVESTMENTS IN THE SECURITIES OF
COMPANIES IN THE SAME INDUSTRY
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
3(G) TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUND'S
FUNDAMENTAL INVESTMENT POLICY REGARDING BUYING
SECURITIES ON MARGIN FOR [ ] AGAINST [ ] ABSTAIN [
]
3(H) TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUND'S
FUNDAMENTAL INVESTMENT POLICY REGARDING PLEDGING
ASSETS FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 4: TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON SELLING
SECURITIES SHORT
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 5: TO APPROVE AMENDMENTS TO THE COMPANY'S ARTICLES OF
INCORPORATION TO PERMIT THE BOARD OF DIRECTORS TO LIQUIDATE
ASSETS OF A SERIES OR CLASS WITHOUT SEEKING SHAREHOLDER APPROVAL
TO THE EXTENT PERMITTED UNDER MARYLAND LAW
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 Company.
Joint owners should each sign personally. Directors 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.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING 1-800-690-6903,
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of Treasury
Cash Series (the "Fund"), a portfolio of Cash Trust Series, Inc. (the
"Company"), hereby appoint Patricia F. Conner, Gail Cagney, William Haas, Susan
M. Jones, and Ann M. Scanlon, 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 Annual Meeting of Shareholders to be held
on June 30, 1999, at 5800 Corporate Drive, Pittsburgh, Pennsylvania, at 2:00
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
Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CASH TRUST
SERIES, INC. 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 DIRECTORS OF THE
COMPANY
FOR [ ]
PROPOSAL 1 TO ELECT JOHN F. CUNNINGHAM, CHARLES F. MANSFIELD, JR. AND
JOHN S. WALSH AS DIRECTORS OF THE COMPANY
FOR [ ]
AGAINST [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a
particular nominee, mark the "For All Except" box and
strike a line through the name of each nominee for
whom you are NOT voting. Your shares will be voted for
the remaining nominees.
PROPOSAL 2 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT AUDITORS
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 3 TO MAKE CHANGES TO THE FUND'S FUNDAMENTAL INVESTMENT POLICIES:
3(A) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY REGARDING
DIVERSIFICATION
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
3(B) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING BORROWING MONEY AND ISSUING SENIOR
SECURITIES FOR [ ] AGAINST [ ] ABSTAIN [ ]
3(C) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING INVESTMENTS IN COMMODITIES FOR [ ]
AGAINST [ ] ABSTAIN [ ]
3(D) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING UNDERWRITING SECURITIES FOR [ ] AGAINST [
] ABSTAIN [ ]
3(E) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING LENDING ASSETS FOR [ ] AGAINST [ ]
ABSTAIN [ ]
3(F) TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY REGARDING
CONCENTRATION OF THE FUND'S INVESTMENTS IN THE SECURITIES OF
COMPANIES IN THE SAME INDUSTRY
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
3(G) TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUND'S
FUNDAMENTAL INVESTMENT POLICY REGARDING BUYING
SECURITIES ON MARGIN FOR [ ] AGAINST [ ] ABSTAIN [
]
3(H) TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUND'S
FUNDAMENTAL INVESTMENT POLICY REGARDING PLEDGING
ASSETS FOR [ ] AGAINST [ ] ABSTAIN [ ]
3(I) TO MAKE NON-FUNDAMENTAL THE FUND'S FUNDAMENTAL
INVESTMENT POLICY ON INVESTING IN RESTRICTED
SECURITIES FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 4: TO ELIMINATE THE FUNDS' FUNDAMENTAL INVESTMENT POLICY ON SELLING
SECURITIES SHORT
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 5: TO APPROVE AMENDMENTS TO THE COMPANY'S ARTICLES OF
INCORPORATION TO PERMIT THE BOARD OF DIRECTORS TO LIQUIDATE
ASSETS OF A SERIES OR CLASS WITHOUT SEEKING SHAREHOLDER APPROVAL
TO THE EXTENT PERMITTED UNDER MARYLAND LAW
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 Company.
Joint owners should each sign personally. Directors 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.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING 1-800-690-6903,
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM.
