SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
[ X ] Filed by the Registrant
[ ] 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 Section240.14a-11(c) or
Section240.14a-12
The Starburst Funds
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
The Starburst Funds
(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)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregated 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 preliminary 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) Dated Filed:
THE STARBURST GOVERNMENT INCOME FUND
THE STARBURST GOVERNMENT MONEY MARKET FUND
THE STARBURST MONEY MARKET FUND
(EACH A PORTFOLIO OF THE STARBURST FUNDS)
WA02A/11379.1
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 1997
A Special Meeting of The Starburst Funds (the ``rust'') for the
shareholders of The Starburst Government Income Fund, The Starburst
Government Money Market Fund and The Starburst Money Market Fund (each a
``ortfolio'' and, collectively, the ``Portfolios''), will be held at the
Trust's principal offices on the 19th Floor of Federated Investors Tower,
1001 Liberty Avenue, Pittsburgh, Pennsylvania l5222-3779, at 2:00 p.m., May
16, 1997, for the following purposes:
(1) To elect a new Board of Trustees for the Trust; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Trustees has fixed March 24, 1997, as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of
the Trustees
JOHN W.
MCGONIGLE
Secretary
April 2, 1997
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
WA02A/11379.1
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.
THE STARBURST FUNDS
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA l5222-3779
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 on
May 16, 1997, at the special meeting of shareholders (`Special Meeting'').
The cost of preparing and mailing the notice of meeting, this proxy
statement, proxy card and any additional proxy material has been or is to
be borne by the Trust. Proxy solicitations will be made primarily by mail,
but may also be made by telephone, telegraph, or personal interviews
conducted by certain officers or employees of the Trust, or of Federated
Services Company (the Trust's transfer agent), Federated Administrative
Services (the Trust's administrator), Compass Bank (the Trust's Adviser) or
WA02A/11379.1
certain of Compass Bank's affiliates. In the event that a shareholder does
not indicate a choice as to any of the items on the proxy ballot, the Trust
will vote the shares in favor of such proposal(s).
Shareholders of each Portfolio of record at the close of business on
March 24, 1997 (`Record Date''), are the only Shareholders entitled to
vote at the Meeting (the ``hareholders''). The table below sets forth the
number of shares issued and outstanding as of March 24, 1997:
PORTFOLIO SHARES OUTSTANDING
The Starburst Government Income Fund 2,447
The Starburst Government Money Market Fund 77
The Starburst Money Market Fund 1,508
Each Share is entitled to one vote. Only shareholders of record at the
close of business on the Record Date will be entitled to notice of and 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. Shares of all the
Portfolios comprising the Trust will be voted as a single group of shares
on the election of Trustees.
An Annual Report which includes the Trust's audited financial
statements has been previously mailed to shareholders. However, the Trust
will furnish, without charge, a copy of its most recent Annual Report to
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Shareholders, and the most recent Semi-Annual Report succeeding such Annual
Report, if any, on request. Requests should be directed to the Trust at
its executiveoffices at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779, or by calling 1-800-239-1930. This Proxy Statement is being
mailed to Shareholders on or about April 2, 1997.
THOSE SHAREHOLDERS WHO WISH TO VOTE FOR OR AGAINST ALL OF THE NOMINEES
FOR THE BOARD OF TRUSTEES MAY CHECK A SINGLE BOX ON THE PROXY CARD.
SHAREHOLDERS ALSO MAY VOTE FOR OR AGAINST THE NOMINEES INDIVIDUALLY.
PROPOSAL TO ELECT A NEW BOARD OF TRUSTEES
At a meeting of the Board of Trustees held on February 27, 1997, the
Trustees called a Special Meeting of Shareholders in order to elect a new
Board of Trustees. The current Trustees, John F. Donahue, Thomas G.
Bigley, John T. Conroy, Jr., William J. Copeland, James E. Dowd, Lawrence
D. Ellis, M.D., Edward L. Flaherty, Jr., Edward C. Gonzales, Peter E.
Madden, Gregor F. Meyer, John E. Murray, Jr., J.D., S.J.D., Wesley W.
Posvar and Marjorie P. Smuts, after due consideration unanimously approved
each nominee to serve as a member of the Board of Trustees. In considering
the nominees for election as Trustees of the Trust, the Trustees took into
account the qualifications of each of the nominees and concern for the
continued efficient conduct of the Trust's business.
In accordance with Rule 12b-1 adopted under the Investment Company Act
of 1940, the selection and nomination of each proposed Trustee who will be
an independent Trustee was carried out by Messrs. Bigley, Conroy, Copeland,
Dowd, Flaherty, Madden, Meyer, Murray and Posvar and Ms. Smuts, who are
currently Independent Trustees. The current Trustees will continue to serve
as Trustees until the Shareholders approve the new members of the Board.
WA02A/11379.1
Upon their election and qualification, the seven nominees listed below will
constitute the Board of Trustees of the Trust.
Because the Trust does not hold regular annual shareholder meetings,
each nominee, if elected, will hold office until his successor is elected
and duly qualified. Under Massachusetts law, a trust registered under the
Investment Company Act of 1940 is not required to hold an annual meeting.
The Trust has availed itself of this provision and will achieve cost
savings by eliminating printing costs, mailing charges and other expenses
involved in routine annual meetings.
Even with the elimination of routine annual meetings, the Board of
Trustees may call special meetings of shareholders for action by
shareholder vote as may be required by the Investment Company Act of 1940
or required or permitted by the Declaration of Trust and By-Laws of the
Trust. In compliance with the Investment Company Act of 1940, shareholder
meetings will be held to elect Trustees whenever fewer than a majority of
the Trustees holding office have been elected by the shareholders or, if
necessary in the case of filling vacancies, to assure that at least two-
thirds of the Trustees holding office after vacancies are filled have been
elected by the shareholders. The Trust may hold shareholder meetings to
approve changes to investment policy, a new investment advisory agreement
or other matters requiring shareholder action under the Investment Company
Act of 1940.
The Nominees
The following information is provided for each of the seven nominees.
It includes the nominee's name, number of shares of the Trust beneficially
owned, principal occupation(s) or employment during the past five years,
WA02A/11379.1
and directorships with other companies which file reports periodically with
the Securities and Exchange Commission.
Date of Shares Principal Occupation;
Name Birth Owned Directorships
Robert A. Nesher 8/17/46 - 0 - Retired. Director
and Executive Vice President of SEI
Corporation, 1986-1994. Director and
Executive Vice President of SEI Financial
Services Company and SEI Fund Resources,
1981-1994. Trustee, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Investments Trust,
SEI Institutional Managed Trust, SEI
International Trust, SEI Liquid Asset Trust,
SEI Tax Exempt Trust, Insurance Investment
Products Trust, The Advisors' Inner Circle
Fund, The Arbor Fund, Marquis Funds, Pillar
Funds, Rembrandt Funds and Stepstone Funds.
Robert A. Patterson 11/5/17 - 0 - Senior Vice President,
Treasurer (Emeritus), Financial and Investment
Consultant, Professor of Transportation,
Pennsylvania State University, 1984-present.
Director, Pennsylvania Research Corp. Member and
Treasurer, Board of Trustees, Grove City College.
Trustee, The Advisors' Inner Circle Fund, The
Arbor Fund, Marquis Funds.
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Eugene Peters 6/3/29 - 0 - Private Investor, 1987-
present. Trustee, The Advisors' Inner Circle
Fund, The Arbor Fund, Marquis Funds.
John T. Cooney 1/20/27 - 0 - Retired. Vice Chairman,
Ameritrust Texas, N.A., 1989-1992. Trustee,
The Advisors' Inner Circle Fund, The Arbor
Fund, Marquis Funds.
Frank E. Morris 12/30/23 - 0 - Peter Drucker Professor
of Management, Boston College since 1989.
Trustee, SEI Asset Allocation Trust, SEI Daily
Income Trust, SEI Index Funds, SEI Institutional
Investments Trust, SEI Institutional Managed
Trust, SEI International Trust, SEI Liquid Asset
Trust, SEI Tax Exempt Trust, Insurance Investment
Products Trust, The Advisors' Inner Circle Fund,
The Arbor Fund, Marquis Funds
James M. Storey 4/12/31 - 0 - Partner, Dechert
Price & Rhoads, from September 1987 -
December 1993. Trustee, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Investments Trust,
SEI Institutional Managed Trust, SEI
International Trust, SEI Liquid Asset Trust,
SEI Tax Exempt Trust, Marquis Funds, The
Arbor Fund, The Advisors' Inner Circle Fund,
Trustee, Earthwatch Expeditions, Inc., Essex
Investment Management Company, Inc., The
Henry W.T. Mali & Co., Inc., The
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Massachusetts Health & Education Tax-Exempt
Trust, Great Cranberry Futures Group, Mount
Auburn Cemetery, Support Center of
Massachusetts
William M. Doran 5/26/40 - 0 - Partner, Morgan, Lewis &
Bockius LLP. Director and Secretary, SEI
Corporation since 1974 and 1978, respectively.
Trustee, SEI Asset Allocation Trust, SEI Daily
Income Trust, SEI Index Funds, SEI Institutional
Investments Trust, SEI Institutional Managed
Trust, SEI International Trust, SEI Liquid Asset
Trust, SEI Tax Exempt Trust, Insurance Investment
Products Trust, The Advisors' Inner Circle Fund,
The Arbor Fund, Marquis Funds
As of March 24, 1997, during the past five years no nominee has had
any material interest, direct or indirect, in any ``ffiliated person'' of
the Trust, Federated Administrative Services (the Trust's administrator) or
Federated Securities Corp. (the Trust's distributor), nor has any nominee
purchased or sold shares of the investment adviser to the Trust. Messrs.
Nesher and Doran are either officers or directors or former officers or
directors of SEI Investments Company. Compass Bank and other affiliates of
Bancshares maintain various contractual relationships with SEI Investments
Company and its affiliates, including in connection with the provision of
trust accounting and similar services by affiliates of SEI Investments
Company to Compass Bank and other affiliates of Bancshares.
The Current Board of Trustees
WA02A/11379.1
The current Board of Trustees met four times during the fiscal year
ended October 31, 1996. All Trustees attended each such meeting. The
current Audit Committee ,which consists of Messrs. Flaherty, Copeland,
Conroy and Dowd, met four times during the fiscal year ended October 31,
1996. All members of the current Audit Committee attended each such
meeting. The function of the Audit Committee is to advise the Board of
Trustees with regard to the appointment of the Trustee's independent
accountants, review and approve audit and non-audit services of the Trust's
independent accountants, and meet with the Trust's financial officers to
review the conduct of accounting and internal controls. The Board has no
standing compensation or nominating committees.
The following represents the compensation paid to each Trustee during
the Trust's most recently completed fiscal year:
NAME AND POSITION WITH TRUST AGGREGATE COMPENSATION
FROM TRUST+++
John F. Donahue, Trustee* $ 0
Thomas G. Bigley, Trustee $1,369
John T. Conroy, Jr., Trustee $1,499
William J. Copeland, Trustee $1,499
James E. Dowd, Trustee $1,499
Lawrence D. Ellis, M.D., $1,369
Trustee*
Edward L. Flaherty, Jr., $1,499
Trustee
Edward D. Gonzales, Executive $ 0
Vice President, Treasurer and
Trustee*
Peter E. Madden, Trustee $1,369
Gregor F. Meyer, Trustee $1,369
WA02A/11379.1
John E. Murray, Jr., Trustee $1,369
Wesley W. Posvar, Trustee $1,369
Marjorie P. Smuts, Trustee $1,369
* Trustees who are ``nterested persons'' defined in the Investment
Company Act of 1940.
+ Information furnished is for the fiscal year ended October 31,
1996. The Trust is the only investment company in the Fund Complex.
++ The aggregate compensation is provided for the Trust which is
comprised of three portfolios. A fourth portfolio, The Starburst
Municipal Income Fund, was liquidated on October 30, 1996.
The Executive Officers
Information about the Trust's principal executive officers, including
their names, dates of birth, positions with the Trust, length of service at
such positions, and principal occupation or employment during the past five
years, is set forth below.
Date
Name of Position with Principal Occupation or
Birth the Trust Employment
J. Christopher 4/11/ President President and Trustee,
Donahue 49 Federated Investors,
Federated Advisers, Federated
Management and Federated
Research; President and
Director, Federated Research
Corp. and Federated Global
Research Corp.; President,
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Passport Research, Ltd.;
Trustee, Federated
Shareholder Services Company
and Federated Shareholder
Services; Director,
Federated Services Company;
President or Executive Vice
President of the Funds;
Director or Trustee of some
of the Funds; Mr. Donahue is
the son of John F. Donahue,
Trustee of the Trust.
Edward C. 10/22 Executive Vice Chairman, Treasurer and
Gonzales /30 Vice Trustee, Federated Investors;
President, Vice President, Federated
Treasurer and Advisers, Federated
Trustee 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;
Trustee or Director of some
of the Funds; President,
Executive Vice President and
Treasurer of some of the
Funds.
John W. 10/26 Executive Executive Vice President,
WA02A/11379.1
McGonigle /38 Vice Secretary and Trustee,
President and Federated Investors; Trustee,
Secretary Federated Advisers, Federated
Management and Federated
Research; Director,
Federated Research Corp. and
Federated Global Research
Corp.; Trustee, Federated
Shareholder Services Company;
Director, Federated Services
Company; President and
Trustee, Federated
Shareholder Services;
Director, Federated
Securities Corp.; Executive
Vice President and Secretary
of the Funds; Treasurer of
some of the Funds.
Richard B. 5/17/ Vice Executive Vice President and
Fisher 23 President Trustee, Federated Investors;
Chairman and Director,
Federated Securities Corp.;
President or Vice President
of some of the Funds;
Director or Trustee of some
of the Funds.
Jeffrey W. 2/5/4 Vice Vice President and Treasurer
Sterling 7 President and of some of the Funds.
Assistant
Treasurer
WA02A/11379.1
As of March 24, 1997, the principal executive officers of the Trust
beneficially owned in the aggregate less than 1% of the Trust's then
outstanding shares.
The persons named in the accompanying Proxy intend, in the absence of
contrary instructions, to vote all Proxies in favor of the election of each
nominee. A Shareholder may vote for or against any or all of the nominees.
If you return an executed Proxy, but give no voting instructions, your
shares will be voted for all nominees named herein for Trustees. All of
the nominees have consented to being named in this Proxy Statement and to
serve if elected. The Trusts know of no reason why any nominee would be
unable or unwilling to serve if elected. Should any of the nominees become
unable or unwilling to accept nomination or election prior to the Meeting,
the persons named in the Proxy will exercise their voting power to vote for
such substitute person or persons as the current Board of Trustees may
recommend.
If any nominee is not approved by the Shareholders of the Trust, the
Board will consider alternative nominations.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH OF THE
NOMINEES.
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
The Investment Adviser and Administrator
Compass Bank, an Alabama state member bank and wholly-owned subsidiary
of Compass Bancshares (`Bancshares''), a bank holding company organized
WA02A/11379.1
under the laws of Delaware, serves as adviser to the Trust. The address of
both Compass Bank and Bancshares is 701 South 20th Street, Birmingham,
Alabama 35233. Federated Administrative Services, a subsidiary of
Federated Investors, serves as the Trust's administrator. The address of
Federated Administrative Services is Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779.
Distributor of Fund Shares
Federated Securities Corp., a subsidiary of Federated Investors, is
the principal distributor for the Funds pursuant to a Distribution
Agreement between the Trust and Federated Securities Corp.
Independent Auditors
A majority of the Trust's independent Trustees have selected Deloitte
& Touche LLP as the Trust's independent auditors for the fiscal year ending
October 31, 1997. Deloitte & Touche has informed the Trust that it has no
material direct or indirect financial interest in the Trust.
Representatives of Deloitte & Touche are not expected to be present at the
Meeting, but will be available should questions arise.
Shareholder Proposals
The Trust does not hold annual Shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent meeting should send their written proposals to: The Starburst
Funds, c/o Federated Investors, Federated Investors Tower, 1001 Liberty
Avenue, Pittsburgh, Pennsylvania 15222-3779.
WA02A/11379.1
A meeting may be called by Shareholders holding at least 10% of the
Shares entitled to vote at the Meeting for the purpose of voting upon the
removal of Trustees, in which case Shareholders may receive assistance in
communicating with other Shareholders as if the provisions contained in
Section 16(c) of the Investment Company Act of 1940 applied.
Voting Information; Adjournment
While the Special Meeting is called to act upon any other business
that may properly come before it, at the date of this proxy statement the
only business which the Board of Trustees intends to present or knows that
others will present is the business mentioned in the notice of meeting. If
any other matters lawfully come before the Special Meeting, and as to all
procedural matters at the meeting, it is the intention that the enclosed
proxy shall be voted in accordance with the best judgment of the attorneys
named therein, or their substitutes, present and acting at the Special
Meeting.
If at the time any session of the Special Meeting is called to order,
a quorum is not present in person or by proxy, the persons named as proxies
may vote those proxies which have been received to adjourn the Special
Meeting to a later date. In the event that a quorum is present but
sufficient votes in favor of any of the proposals have not been received,
the persons named as proxies may propose one or more adjournments of the
Special Meeting to permit further solicitation of proxies with respect to
those proposals. Any such adjournment will require the affirmative vote of
a majority of the Shares of the Trust (or the Portfolio) 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
WA02A/11379.1
adjournment, and will vote those proxies required to be voted against the
proposal, against any such adjournment. A vote may be taken on one or more
of the proposals in this proxy statement prior to such adjournment if
sufficient votes for its approval have been received and it is otherwise
appropriate.
5% Shareholders
The following indicates the beneficial ownership of shareholders who,
to the best knowledge of the Trust, are the beneficial owners of more than
5% of the outstanding Shares of the Funds as of March 24, 1997: Blue
Cross/Blue Shield, Birmingham, Alabama, owned approximately 1,143,335
Shares (28.06%)and Compass Bank Pension Trust, Birmingham, Alabama, owned
approximately 597,154 Shares (14.66%) of The Starburst Bond Fund; Pilot
Catastrophe Services, Mobile, Alabama, owned approximately 2,789,725 Shares
(9.88%), Mobile Aerospace Engineering Inc., Mobile, Alabama, owned
approximately 2,218,000 Shares (7.86%) and Metasolv Software Inc., Dallas,
Texas, owned approximately 2,184,115 Shares (7.74%) of the Investment
Service Shares of The Starburst Money Market Fund; Jefferson County
Committee For Economic Opportunity, Birmingham, Alabama, owned
approximately 700,000 Shares (15.23%), Fred Burgos Construction Company,
Inc., Montgomery, Alabama, owned approximately 601,370 Shares (13.08%),
Courtauld Fibers Inc., Axis, Alabama, owned approximately 557,832 Shares
(12.13%),Compass Bank as Trustee for IDB Mobile County, Montgomery,
Alabama, owned approximately 409,375 Shares (8.90%), Goodwill Industries of
Central Alabama Inc. Board Designated Fund, Montgomery, Alabama, owned
approximately 326,428 Shares (7.10%), Mary Ann Davis, Birmingham,
Alabama, owned approximately 326,238 Shares (7.10%), and Neo Help PC.,
Birmingham, Alabama, owned approximately 248,593 Shares (5.41%), of the
Investment Shares of The Starburst Government Money Market Fund; and
Compass Bank, Birmingham, Alabama, acting in various capacities on behalf
WA02A/11379.1
of its customers, owned approximately 137,434,529 Shares (97.42%) of the
Trust Shares of The Starburst Government Money Market Fund.
If you do not expect to attend the Special Meeting, please sign your
proxy and return it in the enclosed envelope to avoid unnecessary expense
and delay. No postage is necessary.
By Order of
the Trustees
JOHN W.
MCGONIGLE
Secretary
April 2, 1997
Cusip 855245304
Cusip 855245403
Cusip 855245809
Cusip 855245502
Cusip 855245601
G00948-08(3/97)
Please mark votes as in
this example
WA02A/11379.1
x
For
With-hold
For All Except
1.) Election of Trustees:
Robert A. Nesher, Robert A. Patterson, Eugene Peters, John T. Conroy,
Frank E. Morris, James M. Storey, William M. Doran
2.) To transact such other business as may properly come before the
meeting or any adjournment thereof.
If you do not wish your shares voted ``OR'' a particular nominee, mark the
`For All Except'' box and strike line through the nominee(s) name. Your
shares will be voted for the remaining nominee(s).
RECORD DATE SHARES:
Date
Please be sure to sign and date this Proxy.
WA02A/11379.1
Mark box at right if comments or address change have been noted on the
reverse side of this card.
Shareholder sign here
Co-owner sign here
DETACH CARD
THE STARBURST FUNDS
Please take note of the important information enclosed with the Proxy
Ballot. There area number of issues related to the management and
operation of your Trust that require your immediate attention and approval.
These are discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall
be voted. Then sign the card, detach it and return your proxy card in the
enclosed postage paid envelope.
Your vote must be received prior to the Special Meeting of Shareholders,
May 16, 1997.
Thank you in advance for your prompt consideration of these matters.
WA02A/11379.1
Sincerely,
The Starburst Funds
THE STARBURST FUNDS
The Proxy is solicited on behalf of the Board of Trustees
Know All persons by these presents that the undersigned Shareholders of The
Starburst Funds hereby appoint C. Grant Anderson, Patricia F. Conner, Marie
M. Hamm, Suzanne W. Land, and Amy Lea Boley, or any one of them, true and
lawful attorneys, with the power of substitution of each, to vote all
Shares of The Starburst Funds which the undersigned is entitled to vote at
the Special Meeting of Shareholders to be held on May 16, 1997, at
Federated Investors Tower, 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 any item, this proxy will be voted affirmatively on that matter. The
approval of each proposal is not contingent on the approval of any other
matter.
PLEASE RETURN THIS PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE BOTTOM PORTION.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
WA02A/11379.1
Please sign this proxy exactly as your name appears on the books of the
Trust. Joint ownership should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or
her title.
DO YOU HAVE ANY COMMENTS?
HAS YOUR ADDRESS CHANGED?
