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
Federated Index Trust
(Name of Registrant as Specified In Its Charter)
Federated Investors
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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FEDERATED SHAREHOLDER SERVICES FEDERATED INDEX TRUST
COMPANY SPECIAL MEETING OF SHAREHOLDERS
P.O. BOX 8600 FEBRUARY ____, 1998
BOSTON, MASSACHUSETTS 02266-8600
KNOW ALL PERSONS BY THESE PRESENTS that
the undersigned hereby appoints Elisabeth
A. Miller, Suzanne W. Land, Patricia F.
Conner, Catherine C. Ryan and J. Crilley
Kelly or any of them, true and lawful
attorneys, with power of substitution of
each, to vote all shares of beneficial
interest of Federated Mini-Cap Fund,
Federated Mid-Cap Fund and/or Federated
Max-Cap Fund, portfolios of FEDERATED
INDEX TRUST, which the undersigned is
entitled to vote, at the Special Meeting
of Shareholders to be held on February 13,
1998 at Federated Investors Tower, 1000
Liberty Avenue, Pittsburgh, Pennsylvania
15222-3779 at 2:00 p.m. and at any
adjournment thereof.
Discretionary authority is hereby conferred
as to all other manners as may properly
come before the Special Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. THE ATTORNEYS NAMED
WILL VOTE THE SHARES REPRESENTED BY THIS PROXY IN ACCORDANCE WITH THE CHOICE
MADE ON THIS BALLOT. IF THIS PROXY IS RETURNED AND NO CHOICE IS INDICATED AS TO
ANY MATTER, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THE MATTER PRESENTED.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND RETAIN
THE TOP PORTION.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS |X|KEEP THIS
PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
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VOTE ON PROPOSAL
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FORAGAINSTABSTAIN
|_| |_| |_|
1. ELECTION OF TRUSTEES TO SERVE UNTIL THEIR
SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED. VOTE
IS MADE FOR THE ELECTION OF ALL NOMINATED
TRUSTEES LISTED EXCEPT THOSE WHOSE NAME IS
STRICKEN:
Thomas G. Bigley John F. Murray
|-| |-| |-|
2. APPROVAL OF A SUB-MANAGEMENT CONTRACT BETWEEN
FEDERATED MANAGEMENT AND ANB INVESTMENT
MANAGEMENT AND TRUST COMPANY.
PLEASE SIGN EXACTLY YOUR NAME(S) AS IT APPEARS BELOW. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, GUARDIAN, TRUSTEE, CUSTODIAN, ETC.,
PLEASE GIVE YOUR FULL TITLE AS SUCH. IF A CORPORATION OR PARTNERSHIP,
PLEASE SIGN THE FULL NAME BY AN AUTHORIZED OFFICER OR PARTNER. IF SHARES
ARE OWNED JOINTLY, ALL PARTIES SHOULD SIGN.
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
FEDERATED INDEX TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 13, 1998
A Special Meeting of the shareholders of Federated Index Trust (the
"Trust"), comprised of three investment portfolios: Federated Max-Cap Fund (the
"Max-Cap Fund"), Federated Mid-Cap Fund (the "Mid-Cap Fund"), and Federated
Mini-Cap Fund (the "Mini-Cap Fund") (collectively referred to as the "Funds")
will be held at the Trust's principal offices on the 19th Floor of Federated
Investors Tower, Grant Street and Liberty Avenue, Pittsburgh, Pennsylvania
15222-3779, at 2:00 p.m., February 13, 1998, for the following purposes:
(1) To elect two Trustees;
(2) To approve a Sub-Management Contract between Federated Management and
ANB Investment Management and Trust Company; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Trustees have fixed December 16, 1997 as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Trustees
John W. McGonigle
SECRETARY
December 30, 1997
SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY TO AVOID ADDITIONAL EXPENSE
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YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED
PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT
THE SPECIAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
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<PAGE>
FEDERATED INDEX TRUST
FEDERATED INVESTORS FUNDS
5800 CORPORATE DRIVE
PITTSBURGH, PENNSYLVANIA 15237-7000
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 February 13,
1998, at the special meeting of shareholders (the "Special Meeting"). The cost
of preparing and mailing the notice of meeting, this proxy statement, proxy
card, and any additional proxy material has been, or is to be borne, by
Federated Management or ANB Investment Management and Trust Company. Proxy
solicitations will be made and votes may be taken primarily by mail, but may
also be taken 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 and administrator). In addition, you may be
contacted by a paid telephone solicitation firm requesting that you cast your
vote by telephone. Any telephonic solicitations will follow procedures designed
to insure accuracy including requiring identifying shareholder information,
recording the shareholder's instructions, and confirming to the shareholder
after the fact.
The Board of Trustees proposes to mail this proxy statement and the
enclosed notice of meeting and proxy card on or about December 30, 1997.
The following table sets forth the number of shares of beneficial interest
("Shares") of each Fund, by class, which were outstanding as of December 16,
1997, each Share being entitled to one vote.
Number of
Shares
Max-Cap Fund
Institutional Shares
Institutional Services Shares
Class C Shares
Mid-Cap Fund
Mini-Cap Fund
Institutional Service Shares
Class C Shares
Only shareholders of record at the close of business on December 16, 1997,
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.
Shares represented by duly executed proxies will be voted in accordance
with the instructions given. In the event that a shareholder does not indicate a
choice as to any of the Proposals on the proxy ballot, the Trust will vote those
Shares in favor of such Proposal(s). Proxies may be revoked at any time before
they are exercised by providing a written revocation to the Trust, by properly
executing a later-dated proxy, or by attending the Special Meeting and voting in
person.
Proxies which are properly executed and returned with instructions to
withhold voting authority (abstentions) and proxies which represent 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 for which the brokers or
nominees do not have discretionary power) will not be counted for or against the
Proposals, but will be counted for purposes of determining whether a quorum is
present. Abstentions and broker non-votes will be counted as votes present for
purposes of determining a "majority of the outstanding voting securities"
present at the Special Meeting and will therefore have the effect of counting
against Proposal (2).
COPIES OF THE TRUST'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS MAY BE
OBTAINED BY WRITING TO THE TRUST AT FEDERATED INVESTORS FUNDS, 5800 CORPORATE
DRIVE, PITTSBURGH, PA 15237-7000 OR BY CALLING TOLL-FREE 1-800-341-7400.
(1) ELECTION OF TRUSTEES
The persons named as proxies intend to vote in favor of the election of
Thomas G. Bigley and John F. Murray as Trustees of the Trust to hold office
until the election and qualification of their successors. Both of the nominees
are presently serving as Trustees. Mr. Bigley has served in that capacity
continuously since October 1, 1995, and Mr. Murray has served in that capacity
continuously since February 14, 1995.
Both nominees have consented to serve if elected.
Once elected, a Trustee may hold office during the lifetime of the Trust,
except that: (a) any Trustee may resign; (b) any Trustee may be removed by
written instrument signed by at least two-thirds of the number of Trustees prior
to such removal; (c) any Trustee who requests to be retired or who has become
mentally or physically incapacitated may be retired by written instrument signed
by a majority of the other Trustees; and (d) a Trustee may be removed at any
special meeting of the shareholders by a vote of two-thirds of the outstanding
shares of the Trust. In case a vacancy shall exist for any reason, the remaining
Trustees will fill such vacancy by appointment of another Trustee. The Trustees
will not fill any vacancy by appointment if immediately after filling such
vacancy, less than two-thirds of the Trustees then holding office would have
been elected by the shareholders. If, at any time, less than a majority of the
Trustees holding office have been elected by the shareholders, the Trustees then
in office will call a shareholder's meeting for the purpose of electing Trustees
to fill vacancies. Otherwise, there will normally be no meeting of shareholders
called for the purpose of electing Trustees.
If either of the nominees for election as a Trustee shall by reason of
death or for any other reason become unavailable as a candidate at the Special
Meeting, votes pursuant to the enclosed proxies will be cast for a substitute
candidate by the attorneys named therein, or their substitutes, present and
acting at the Special Meeting. The selection of any substitute candidate for
election shall be made by a majority of the Trustees who are not interested
persons of the Trust. The Board of Trustees has no reason to believe that any
nominee will become unavailable for election as a Trustee.
NOMINEES FOR TRUSTEE
NAME AND POSITION PRINCIPAL OCCUPATIONS DURING PAST FIVE
WITH THE TRUST YEARS, AFFILIATIONS AND ADDRESSES AGE
Thomas G. Bigley, Trustee Chairman of the Board, Childrens 63
Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director,
MED 3000 Group, Inc.; Director, Member
of Exec. Committee, University of
Pittsburgh; Director or Trustee of the
Funds. 28th Floor, One Oxford Center,
Pittsburgh, PA
John E. Murray, Jr., Trustee President, Law Professor, Duquesne 65
University; Consulting Partner, Mollica
& Murray; Director or Trustee of the
Funds. Office of the President,
Duquesne University, Pittsburgh, PA.
TRUSTEES NOT STANDING FOR ELECTION
NAME AND POSITION PRINCIPAL OCCUPATIONS DURING PAST FIVE
WITH THE TRUST YEARS, AFFILIATIONS AND ADDRESSES AGE
John F. Donahue, Chairman Chairman and Trustee, Federated 73
and Trustee since 1990* Investors, Federated Advisers, Federated
Management, and Federated Research;
Chairman and Director, Federated
Research Corp. and Federated Global
Research Corp.; Chairman, Passport
Research, Ltd.; Chief Executive Officer
and Director or Trustee of the Funds.
Federated Investors Tower, Pittsburgh, PA
John T. Conroy, Jr., President, Investment Properties 60
Trustee since 1991 Corporation; Senior Vice-President,
John R. Wood and Associates, Inc.,
Realtors; Partner or Trustee in private
real estate ventures in Southwest
Florida; formerly, President, Naples
Property Management, Inc. and Northgate
Village Development Corporation;
Director or Trustee of the Funds.
Wood/IPC Commercial Department, John R.
Wood and Associates, Inc. Realtors,
3255 Tamiami Trail North, Naples, FL
William J. Copeland, Director and Member of the Executive 79
Trustee since 1990 Committee, Michael Baker, Inc.;
formerly, Vice Chairman and Director,
PNC Bank, N.A., and PNC Bank Corp.;
Director, Ryan Homes, Inc.; Director or
Trustee of the Funds. One PNC Plaza -
23rd Floor, Pittsburgh, PA
J. Christopher Donahue, President and Trustee, Federated 48
Executive Vice President Investors, Federated Advisers, Federated
and Trustee since 1990* Management, and Federated Research;
President and Director, Federated
Research Corp. and Federated Global
Research Corp.; President, 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, Chairman and Trustee of
the Company. Federated Investors Tower,
Pittsburgh, PA
James E. Dowd, Trustee Attorney-at-law; Director, The Emerging 75
since 1990 Germany Fund, Inc.; Trustee of the
Funds. 571 Hayward Mill Road, Concord,
MA
Lawrence D. Ellis, M.D., Professor of Medicine, University of 65
Trustee since 1990* Pittsburgh; Medical Director, University
of Pittsburgh Medical Center - Downtown;
Member, Board of Directors, University
of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist,
Presbyterian and Montefiore Hospitals;
Director or Trustee of the Funds.
3471 Fifth Avenue, Suite 1111,
Pittsburgh, PA
Edward L. Flaherty, Jr., Attorney of Counsel, Miller, Ament, 73
Trustee since 1990 Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel,
Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.
Miller, Ament, Henny & Kochuba, 205 Ross
Street, Pittsburgh, PA
Peter E. Madden, Trustee Consultant; Former State Representative, 55
since 1991 Commonwealth of Massachusetts; formerly,
President, State Street Bank and Trust
Company and State Street Boston
Corporation; Director or Trustee of the
Funds. One Royal Palm Way, 100 Royal
Palm Way, Palm Beach, FL
Wesley W. Posvar, Trustee Professor, International Politics; 72
since 1990 Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND
Corporation, Online Computer Library Center, Inc.,
National Defense University, U.S. Space Foundation
and Czech Management Center; President Emeritus,
University of Pittsburgh; Founding Chairman,
National Advisory Council for Environmental Policy
and Technology, Federal Emergency Management
Advisory Board and Czech Management Center;
Director or Trustee of the Funds. 1202 Cathedral of
Learning, University of Pittsburgh, Pittsburgh, PA
Marjorie P. Smuts, Trustee Public relations/Marketing/Conference 62
since 1990 Planning, Manchester Craftsmen's Guild;
Restaurant Consultant, Frick Art &
History Center; Conference Coordinator,
University of Pittsburgh Art History
Department; Director or Trustee of the
Funds. 4905 Bayard Street, Pittsburgh,
PA
* Trustee is an "interested person" of the Trust, as defined in the Investment
Company Act of 1940, as amended.
During the period ended December 31, 1997, there were four meetings of the
Board of Trustees. The following table sets forth information concerning fees
paid during the Trust's fiscal year ended October 31, 1996 to each Trustee:
AGGREGATE TOTAL
COMPENSATION COMPENSATION
FROM FROM FEDERATED
NAME OF TRUSTEE TRUST FUND COMPLEX(1)
John F. Donahue(2)(3) $0 $0
Thomas G. Bigley $1,853.85 $86,331
John T. Conroy, Jr.(4) $2,025.23 $115,760
William J. Copeland(4) $2,025.23 $115,760
J. Christopher $0 $0
Donahue(2)(3)
James E. Dowd(4) $2,025.23 $115,760
Lawrence D. Ellis, M.D. $1853.85 $104,898
Edward L. Flaherty, Jr. $2,025.23 $115,760
(4)
Peter E. Madden $1,853.85 $104,898
John E. Murray, Jr. $1,853.85 $104,898
Wesley W. Posvar $1,853.85 $104,898
Marjorie P. Smuts $1,853.85 $104,898
(1) Includes compensation received by each of the Trustees for services as
Trustees for one or more of the Funds, each part of the Federated Fund Complex.
(2) Trustee is an "interested person" and receives no compensation from the
Trust or the Federated Fund Complex.
(3) J. Christopher Donahue is the son of John F. Donahue, Chairman and Trustee
of the Trust.
(4) These Trustees are members of the Audit Committee which meets quarterly to
discuss audit matters including the Management letter, the Engagement letter and
reports to shareholders.
In addition to the compensation described above, all Trustees were
reimbursed for expenses incurred in connection with attendance at meetings.
The executive officers of the Trust are elected annually by the Board of
Trustees. Each officer holds the office until qualification of his successor
except that: (a) any officer may resign; (b) any officer may be removed, with or
without cause, by a majority vote of all of the Trustees. In case a vacancy
shall exist for any reason, the Trustees may fill such vacancy by appointment.
The names and ages of the executive officers of the Trust (who are not also
Trustees) and their principal occupations during the last five years are as
follows:
NAME AND POSITION PRINCIPAL OCCUPATIONS DURING PAST FIVE
WITH THE TRUST YEARS, AFFILIATIONS AND ADDRESSES AGE
Glenn R. Johnson, President Trustee, Federated Investors; President 68
since 1990 and/or Trustee of some of the Funds;
Staff Member, Federated Securities
Corp. Federated Investors Tower,
Pittsburgh, PA
Edward C. Gonzales, Vice Chairman, Treasurer, and Trustee, 67
Executive Vice President Federated Investors; Vice President,
since 1995 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 Co.; Trustee or Director of
some of the Funds; President, Executive
Vice President and Treasurer of some of
the Funds. Federated Investors Tower,
Pittsburgh, PA
John W. McGonigle, Executive Vice President, Secretary, and 59
Executive Vice President, Trustee, Federated Investors; Trustee,
Secretary and Treasurer Federated Advisers, Federated
since 1996 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. Federated Investors Tower,
Pittsburgh, PA.
Richard B. Fisher, Vice Executive Vice President and Trustee, 74
President since 1990 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. Federated Investors
Tower, Pittsburgh, PA.
As used in the tables above, "the Fund" and "Funds" means the following
investment companies: 111 Corcoran Fund; Annuity Management Series; Arrow Funds;
Automated Government Money Trust; Blanchard Fund; Blanchard Precious Metals
Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; 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 Equity Fund; 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 Investment Portfolios; Federated
Investment Trust; 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.; First Priority Fund;
Fixed Income Securities, Inc.; High Yield Cash Trusts; Intermediate Municipal
Trust; International Series, Inc.; Investment Series Funds, Inc.; Investment
Series Trust; 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 Trusts; Municipal Securities
Income Trust; Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; The Planters Funds; The Starburst
Funds; The Starburst Funds II; The Virtus Fund; Trust for Financial Institution;
Trust for Government Cash Reserve; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligation; and World Investment Series,
Inc.
[AS OF DECEMBER 16, 1997, NOMINEES FOR TRUSTEE, TRUSTEES AND EXECUTIVE
OFFICERS WERE BENEFICIAL OWNERS OF MORE THAN 5% OF INSTITITUTIONAL SHARES,
INSTITUTIONAL SERVICE SHARES AND CLASS C SHARES AS FOLLOWS]:
Name of Amount of Percent of Percent of
Fund/Share Class Beneficial Beneficial Fund
Owner Ownership Class
For the election of each Trustee, the affirmative vote of a plurality of
the votes cast by shareholders of the Trust is required, provided that a quorum
is present (and a majority of the shares of the Trust shall constitute a quorum
for purposes of this proposal).
THE BOARD OF TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT INTERESTED
PERSONS, RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES.
(2) APPROVAL OF SUB-MANAGEMENT CONTRACT
The Trust is advised by Federated Management, 1000 Liberty Avenue,
Pittsburgh, PA 15222, a subsidiary of Federated Investors, pursuant to a
Management Contract (the "Management Contract") approved by shareholders on
October 29, 1991. Under the terms of the Management Contract, subject to the
direction of the Trustees, Federated Management is responsible for the purchase,
sale, and exchange of portfolio instruments and for providing the Funds with
shareholder servicing and certain legal and accounting services. For its
services to the Max-Cap Fund, Federated Management receives an annual fee in an
amount equal to 0.30 of 1% on an annualized basis of net assets under
management. For its services to the Mid-Cap Fund, it receives an annual fee in
an amount equal to 0.40 of 1% on an annualized basis of net assets under
management. For its services to the Mini-Cap Fund, it receives an annual fee in
an amount equal to 0.50 of 1% on an annualized basis of net assets under
management. During the fiscal year ended October 31, 1996, Federated Management
earned $2,312,405 in management fees, of which $490,571 was voluntarily waived
by Federated Management.
Pursuant to a Sub-Management Contract dated July 2, 1990 (the "Existing
Contract") (a copy of which is attached as Exhibit B) between Federated
Management and ANB Investment Management and Trust Company ("ANB"), ANB assists
Federated Management in its duties as manager. The Existing Contract was
submitted for initial approval by the shareholders of the Max-Cap Fund on
October 29, 1991. The initial shareholders of the Mid-Cap Fund and the Mini-Cap
Fund approved the Existing Contract on or about July 7, 1992.
On October 3, 1997, First Chicago NBD Corporation announced that First
Chicago Investment Company, ANB's parent company, had entered into an agreement
to sell ANB to Northern Trust Corporation ("Northern Trust"). The Trust
anticipates that on December 31, 1997, but no later than January 2, 1998, First
Chicago Investment Management Company will have closed the sale of ANB to
Northern Trust. After the closing, ANB will be a wholly-owned subsidiary of
Northern Trust.
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Existing Contract between Federated Management and ANB will
automatically terminate upon the close of the sale of ANB to Northern Trust.
Accordingly, shareholders of the Trust are being asked to vote on the approval
of a new Sub-Management Contract (the "New Contract") between Federated
Management and ANB.
In order to permit ANB to continue serving as sub-manager to the Trust
prior to obtaining shareholder approval, but following the close of the sale,
the Trust is attempting to obtain exemptive relief from the Securities and
Exchange Commission. If the shareholders do not approve the New Contract,
Federated Management will assume its responsibility to conduct all advisory
activities.
At the November 2, 1997 meeting of the Board of Trustees of the Trust, the
Trustees considered the following factors in unanimously approving the New
Contract, a copy of which is included as Exhibit A. The terms of the New
Contract do not differ materially from those of the Existing Contract. Under the
terms of both the Existing Contract and the New Contract, ANB will assist
Federated Management in the purchase, sale, and exchange of each of the funds
portfolio instruments.
Under both Contracts, for its services provided to the Max-Cap Fund, ANB
receives an annual fee as follows: 0.05 of 1% on an annualized basis of the
first $100 million of net assets under management; 0.02 of 1% on an annualized
basis of any net assets under management over and above $100 million but not
exceeding $200 million; and 0.01 of 1% on an annualized basis of any net assets
under management over and above $200 million. For its services provided to the
Mid-Cap Fund, ANB receives 0.035 of 1% on an annualized basis of net assets
under management. For its services provided to the Mini-Cap Fund, ANB receives
0.065 of 1% on an annualized basis of net assets under management. During the
fiscal year ended October 31, 1996, ANB earned $____________ in sub-management
fees, of which $_____________ was voluntarily waived by ANB.
Both Contracts provide that in the absence of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the obligations or duties of
ANB under the Contracts, ANB shall not be liable to Federated Management, the
Trust, the Funds, or to any shareholder for any act or omission in the course
of, or connected in any way with, rendering services or for any losses that may
be sustained in the purchase, holding, or sale of any security.
If approved by shareholders, the New Contract will be continued from year
to year after ______________________, if approved by a majority vote of the
Trustees, including a majority of the Trustees who are not interested Trustees,
cast in person at a meeting called for that purpose, and if Federated Management
shall not have notified the Trust in writing at least 60 days prior to the
anniversary date of the New Contract in any year thereafter that it does not
desire such continuation with respect to any or all of the Funds. The New
Contract may be terminated at any time without penalty by the Trustees, or with
respect to a particular Fund by a majority of the outstanding voting shares of
such Fund, upon 60 days' written notice to ANB, or by Federated Management or
ANB upon not less than 60 days' written notice to the other party. The New
Contract may not be assigned by Federated Management or ANB and shall
automatically terminate in the event of an assignment as defined in the 1940
Act. ANB may employ or contract with such other person, persons, corporation, or
corporations at its own expense as it shall determine in order to assist it in
carrying out the New Contract. The New Contract may be amended at any time by
agreement of the parties provided that the amendment be approved by a vote of
both majority of the Trustees, including a majority of Trustees who are not
interested Trustees, and by the holders of a majority of the outstanding voting
securities of the Funds.
In the event that the New Contract is not approved by shareholders, the
Board of Trustees will consider what action, if any, should be taken, including
but not limited to, requesting that ANB perform sub-management services at cost
until a new contract is approved by shareholders. Approval with respect to each
Fund requires the affirmative vote of (a) 67% or more of the shares of such Fund
present at the Special Meeting, if holders of more than 50% of the outstanding
shares of such Fund are present or represented by proxy; or (b) more than 50% of
the outstanding shares of such Fund, whichever is less.
ANB INVESTMENT MANAGEMENT AND TRUST COMPANY
ANB, located at One North LaSalle Street, Chicago, IL 60690, was
incorporated in the state of Illinois on July 1, 1988. It is a registered
investment adviser under the Investment Advisers Act of 1940 and, after
consummation of the sale described above, will be a wholly-owned subsidiary of
Northern Trust. The names, addresses and principal occupations of ANB's
principal executive officer and each director are as follows:
<PAGE>
NAMES, ADDRESSES AND TITLES PRINCIPAL OCCUPATION
It serves as investment adviser principally to defined benefit and to define
contribution plans which have, as of December 1996, placed approximately $28.7
billion in assets with ANB. Since 1973, when American National Bank and Trust
Company of Chicago introduced its first commingled equity index fund, ANB has
developed and managed a family of equity and bond index funds in which some 200
nationwide non-financial institution clients invest. In total, ANB manages 72
commingled/common trust funds.
Northern Trust, ANB's parent, is a bank holding company and one of the
country's largest trust institutions, with subsidiaries located across the
United States and in several international locations. At the end of the third
quarter of 1997, total assets of Northern Trust were $26.9 billion and Trust
assets under administration were $1 trillion.
All portfolio transactions executed by ANB are undertaken on the basis of
their desirability from an investment standpoint. ANB, subject to guidelines
established by the Board of Trustees, makes decisions on portfolio transactions
and selects brokers and dealers for portfolio transactions. ANB selects brokers
and dealers which have demonstrated capabilities to effect transactions in
portfolio securities in such a manner to obtain prompt execution of orders at
favorable prices for the securities.
ANB may select brokers or dealers who, in addition to meeting the above
requirements, also furnish brokerage and research services. These services may
include advice as to the advisability of investing in securities, security
analyses, and reports, economic studies, industry studies, receipt of quotations
for portfolio valuations, and similar services. These may be furnished either
directly to the Trust, to ANB, to advisers who are affiliates of ANB, or to
accounts advised by these companies. The brokers or dealers who execute
portfolio transactions selected for the above reasons may also sell shares of
the trust or certain other funds.
ANB, in selecting brokers or dealers to execute securities transactions,
exercise its reasonable business judgment, and determines in good faith that
commissions charged by such persons are reasonable in relation to the value of
the brokerage and research services provided by such persons, viewed in terms of
the overall responsibilities of ANB and its affiliated companies with respect to
the Trust itself and the other funds and accounts to which they render
investment advice. As a practical matter, the benefits inuring to these funds
and accounts are not divisible. To the extent that the receipt of the
above-described services may supplant services for which ANB might otherwise
have paid, it would tend to reduce the expenses of ANB or its affiliates. The
same is true of services furnished to the Trust and in turn made available by
the Trust to ANB or its affiliates.
FEDERATED INVESTORS
Federated Management is the Trust's investment manager. The Trust's
administrator is Federated Services Company. Federated Securities Corp. is the
Trust's distributor. Each of these entities is a subsidiary of Federated
Investors, and is located at Federated Investors Tower, 1000 Liberty Avenue,
Pittsburgh, PA 15222.
All of the Class A Shares (Voting) of Federated Investors are owned by a
trust, the trustees of which are John F. Donahue, Chairman, Chief Executive
Officer and Trustee of Federated Investors, Rhodora J. Donahue, wife of John F.
Donahue, and J. Christopher Donahue, son of John F. Donahue and President, Chief
Operating Officer and Trustee of Federated Investors. Officers and Trustees of
the Trust who own Class B Shares (Non-Voting) their positions with Federated
Investors, and the number of Class B Shares beneficially owned by such persons
(in parentheses) are: John F. Donahue, Trustee, Chairman and Chief Executive
Officer (3,515,178); J. Christopher Donahue, Trustee, President and Chief
Operating Officer (1,995,066); John W. McGonigle, Trustee, Executive Vice
President, General Counsel and Secretary (1,820,000); and Richard B. Fisher,
Trustee, Executive Vice President and Assistant Secretary (1,600,000).*
* The number of shares indicated may include shares held jointly with spouses or
other family members, shares held by family-owned business organizations, shares
held by spouses and other family members and/or shares held in trust for one or
more family members. The listed individuals disclaim beneficial ownership of
shares held by spouses, other family members and trusts, and by family-owned
partnerships or other business organizations to the extent not owned by them.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE NEW SUB-MANAGEMENT CONTRACT.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
[AS OF DECEMBER 16, 1997, THE FOLLOWING PERSON(S) WERE BENEFICIAL OWNERS
OF MORE THAN 5% OF INSTITITUTIONAL SHARES, INSTITUTIONAL SERVICE SHARES AND
CLASS C SHARES AS FOLLOWS]:
Name and Address Amount of Percent of Percent of
Fund/Share Class of Beneficial Fund
Beneficial Ownership Class
Owner
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.
In the event that 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 a proposal have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to such proposal. All such
adjournments will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote these proxies which they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment.
If you do not expect to attend this 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
, 1997
<PAGE>
EXHIBIT A
("NEW CONTRACT")
FEDERATED INDEX TRUST
SUB-MANAGEMENT CONTRACT
This Contract is made between FEDERATED MANAGEMENT, a Delaware business
trust, having its principal place of business in Pittsburgh, Pennsylvania
(hereinafter referred to as "Manager"), and ANB Investment Management and Trust
Company, an Illinois corporation, having its principal place of business in
Chicago, Illinois (hereinafter referred to as "ANB").
WHEREAS the Federated Index Trust (the "Trust"), an open-end management
investment company, as that term is defined in the Investment Company Act
of 1940 ("Act"), that is registered as such with the Securities and
Exchange Commission has appointed Federated Management as investment
manager for its portfolios (the "Funds"); and
WHEREAS ANB is engaged in the business of rendering investment management
services.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Manager hereby retains ANB to assist Manager in its capacity as
investment manager for the Funds. Subject to the direction of the Manager and
the Trustees of the Trust, ANB shall provide of appropriate sale of other
disposition and reinvestment of the assets of the Funds assigned to ANB.
2. ANB, in its supervision of the investments of the Funds, will be guided
by the Funds' investment objectives and policies and the provisions and
restrictions contained in the Declaration of Trust and By-Laws of the Trust and
as set forth in the Registration Statements and exhibits as may be on file with
the Securities and Exchange Commission, all as communicated by the Manager to
ANB.
3. Manager shall pay to ANB, for all services rendered to the Funds by ANB
hereunder, the fees set forth in the Exhibit attached hereto.
4. The term of this Contract shall begin on the date of its execution and
shall remain in effect for two years from that date and from year to year
thereafter, subject to the provisions for termination and all of the other terms
and conditions hereof if: (a) such continuation shall be specifically approved
at least annually by the vote of a majority of the Trustees of the Trust,
including a majority of the Trustees who are not interested persons, as defined
in Section 2(a)(19) of the Act, of any party (other than as Trustees of the
Trust) cast in person at a meeting called for that purpose; and (b) Manager
shall not have notified the Trust in writing at least sixty (60) days prior to
the anniversary date of this Contract in any year thereafter that it does not
desire such continuation with respect to that Fund.
5. Notwithstanding any provision in this Contract, it may be terminated at
any time without the payment of any penalty, by the Trustees of the Trust or by
a vote of a majority of the outstanding voting securities of the Funds, as
defined in Section 2(a)(42) of the Act, on sixty (60) days' written notice to
ANB, or by the Manager or ANB upon not less than sixty (60) days' written notice
to the other party.
6. This Contract may not be assigned by Manager or ANB and shall
automatically terminate in the event of any assignment. ANB may employ or
contract with such other person, persons, corporation, or corporations at its
own cost and expense as it shall determine in order to assist it in carrying out
this Contract.
7. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the obligations or duties under this Contract on the part
of ANB, ANB shall not be liable to the Manager, the Trust, the Funds, or to any
shareholder for any act or omission in the course of or connected in any way
with rendering services or for any losses that may be sustained in the purchase,
holding, or sale of any securities.
8. This Contract may be amended at any time by agreement of the parties,
provided that the amendment shall be approved both by the vote of a majority of
the Trustees of the Trust, including a majority of the Trustees who are not
interested persons, as defined in Section 2(a)(19) of the Act, of any party to
this Contract (other than as Trustees of the Trust) cast in person at a meeting
called for that purpose, and on behalf of the Funds by the holders of a majority
of the outstanding voting securities of the Funds, as defined in Section
2(a)(42) of the Act.
9. ANB is hereby expressly put on notice of the limitation of liability as
set forth in the Declaration of Trust of the Manager and agrees that the
obligations assumed by the Manager pursuant to this Contract shall be limited in
any case to the Manager and its assets and shall not seek satisfaction of any
such obligation from the shareholders of the Manager, the Trustees, officers,
employees or agents of the Manager, or any of them.
10. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
11. This Contract will become binding on the parties hereto upon this
execution of the attached exhibits to this Contract.
<PAGE>
EXHIBIT A
FEDERATED INDEX TRUST
SUB-MANAGEMENT CONTRACT
FEDERATED MAX-CAP FUND
For all services rendered by ANB hereunder, the Manager shall pay to ANB
and ANB agrees to accept as full compensation for all services rendered
hereunder, an annual fee as follows:
.05 of 1% on an annualized basis of the first $100 million of net assets
under management.
.02 of 1% on an annualized basis of any net assets under management over
and above $100 million but not exceeding $200 million.
.01 of 1% on an annualized basis of any net assets under management over
and above $200 million.
Such fee shall accrue daily and be paid monthly.
Witness the due execution hereof this day of ,
199 .
FEDERATED MANAGEMENT
By:
ANB INVESTMENT MANAGEMENT
AND TRUST COMPANY
By:
<PAGE>
EXHIBIT B
FEDERATED INDEX TRUST
SUB-MANAGEMENT CONTRACT
FEDERATED MID-CAP FUND
For all services rendered by ANB hereunder, the Manager shall pay to ANB
and ANB agrees to accept as full compensation for all services rendered
hereunder .035 of 1% on an annualized basis of net assets under management.
Such fee shall accrue daily and be paid monthly.
Witness the due execution hereof this day of ,
199 .
FEDERATED MANAGEMENT
By:
ANB INVESTMENT MANAGEMENT
AND TRUST COMPANY
By:
<PAGE>
EXHIBIT C
FEDERATED INDEX TRUST
SUB-MANAGEMENT CONTRACT
FEDERATED MINI-CAP FUND
For all services rendered by ANB hereunder, the Manager shall pay to ANB
and ANB agrees to accept as full compensation for all services rendered
hereunder .065 of 1% on an annualized basis of net assets under management.
Such fee shall accrue daily and be paid monthly.
Witness the due execution hereof this day of ,
199 .
FEDERATED MANAGEMENT
By:
ANB INVESTMENT MANAGEMENT
AND TRUST COMPANY
By:
<PAGE>
EXHIBIT B
("EXISTING CONTRACT")
FEDERATED INDEX TRUST
SUB-MANAGEMENT CONTRACT
This Contract is made between FEDERATED MANAGEMENT, a Delaware business
trust having its principal place of business in Pittsburgh, Pennsylvania
(hereinafter referred to as "Manager"), and ANB Investment Management and Trust
Company, having its principal place of business in Chicago, Illinois
(hereinafter referred to as "ANB").
WHEREAS the Federated Index Trust (the "Trust"), an open-end management
investment company, as that term is defined in the Investment Company Act
of 1940 ("Act"), that is registered as such with the Securities and
Exchange Commission has appointed Federated Management as investment
manager for its Mid-Cap Fund portfolio (the "Fund"); and
WHEREAS ANB is engaged in the business of rendering investment management
services.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Manager hereby retains ANB to assist manager in its capacity as
investment manager for the Fund. Subject to the direction of the Manager and
Trustees of the Trust, ANB shall provide supervision of the investments of the
Funds and conduct a continuous program of appropriate sale or other disposition
and reinvestment of the Fund assigned to ANB.
2. ANB, in its supervision of the investments of the Fund, will be guided
by the Fund's fundamental investment objectives and policies and the provisions
and restrictions contained in the Declaration of Trust and By-Laws of the Trust
and as set forth in the Registration Statements and exhibits as may be on file
with the Securities and Exchange Commission, all as communicated by the Manager
to ANB.
3. Manager shall pay to ANB, for all services rendered to the Fund by ANB
hereunder, the fees set forth in the Exhibit attached hereto.
4. The term of this Contract shall begin on the date of its execution and
shall remain in effect for two years from that date and from year to year
thereafter, subject to the provisions for termination and all of the other terms
and conditions hereof if: (a) such continuation shall be specifically approved
at least annually by the vote of a majority of Trustees of the Trust, including
a majority of the Trustees who are not interested persons, as defined in Section
2(a)(19) of the Act, of any party (other than as Trustees of the Trust) cast in
person at a meeting called for that purpose; and (b) Manager shall not have
notified the Trust in writing at least sixty (60) days prior to the anniversary
date of this Contract in any year thereafter that it does not desire such
continuation.
5. Notwithstanding any provision in this Contract, it may be terminated at
any time, without the payment of any penalty, by the Trustees of the Trust or by
a vote of a majority of the outstanding voting securities of the Fund, as
defined in Section 2(a) (42) of the Act, on sixty (60) days' written notice to
the ANB, or by the manager or ANB upon not less than sixty (60) days' written
notice to the other party.
6. This Contract may not be assigned by Manager or ANB and shall
automatically terminate in the event of any assignment. ANB may employ or
contract with such other person, persons, corporation or corporations at its own
cost and expense as it shall determine in order to assist it in carrying out
this Contract.
7. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of the obligations or duties under this Contract on the part
of ANB, ANB shall not be liable to the Manager, the Trust, the Fund, or any
shareholder for any act or omission in the course of or connected in any way
with rendering services or for any losses that may be sustained in the purchase,
holding or sale of any security.
8. This Contract may be amended at any time by agreement of the parties,
provided that the amendment shall be approved both by the vote of a majority of
the Trustees of the Trust, including a majority of the Trustees who are not
interested persons as defined in Section 2(a)(19) of the Act, of any party to
this Contract (other than as Trustees of the Trust) cast in person at a meeting
called for that purpose, by the holders of a majority of the outstanding voting
securities of the Fund as defined in Section 2(a) (42) of the Act.
9. ANB is hereby expressly put on notice of the limitation of liability as
set forth in the Declaration of Trust of the Manager and agrees that the
obligations assumed by the Manager pursuant to this Contract shall be limited in
any case to the Manager and its assets and shall not seek satisfaction of any
such obligation from the shareholders of the Manager, the Trustees, officers,
employees or agents of the Manager, or any of them.
10. This Contract shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
11. This Contract will become binding on the parties hereto upon their
execution of the attached Exhibit to this Contract.
<PAGE>
EXHIBIT A
S&P 500 FUND
For all services rendered by ANB hereunder, the Manager shall pay to ANB
and ANB agrees to accept as full compensation for all services rendered
hereunder, an annual fee as follows:
.05 of 1% on an annualized basis of the first $100 million of net assets
under management.
.02 of 1% on an annualized basis of any net assets under management over
and above $100 million but not exceeding $200 million.
.01 of 1% on an annualized basis of any net assets under management over
and above $200 million.
Such fee shall accrue daily and be paid monthly.
Witness the due execution hereof this 2nd day of July, 1990.
Attest: FEDERATED MANAGEMENT
/s/ S. Elliott Cohan By: /s/ Mark L. Mallon
Attest: ANB INVESTMENT MANAGEMENT AND TRUST COMPANY
/s/Thomas P. Michaels By: /s/ John R. Tilton
<PAGE>
EXHIBIT TO
FEDERATED INDEX TRUST
SUB-MANAGEMENT CONTRACT
MID-CAP FUND
For all services rendered by ANB hereunder, the Manager shall pay to ANB
and ANB agrees to accept as full compensation for all services rendered
hereunder .035 of 1% on an annualized basis of net assets under management.
Such fee shall accrue daily and be paid monthly.
Witness the due execution hereof this 7th day of July, 1992.
Attest: FEDERATED MANAGEMENT
/s/ John W. McGonigle By:/s/ John A. Staley, III
Attest: ANB INVESTMENT MANAGEMENT
AND TRUST COMPANY
/s/ Thomas P. Michael By:/s/ John R. Tilton
<PAGE>
EXHIBIT TO
FEDERATED INDEX TRUST
SUB-MANAGEMENT CONTRACT
MINI-CAP FUND
For all services rendered by ANB hereunder, the Manager shall pay to ANB
and ANB agrees to accept as full compensation for all services rendered
hereunder .065 of 1% on an annualized basis of net assets under management.
Such fee shall accrue daily and be paid monthly.
Witness the due execution hereof this 7th day of July, 1992.
Attest: FEDERATED MANAGEMENT
/s/ John W. McGonigle By:/s/ John A. Staley, III
Attest: ANB INVESTMENT MANAGEMENT
AND TRUST COMPANY
/s/ Thomas P. Michael By:/s/ John R. Tilton
