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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Riggs Funds
(Name of Registrant as Specified In Its Charter)
Federated Investors
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] 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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2
DEFINITIVE
RIGGS FUNDS
Riggs Prime Money Market Fund
Riggs Small Company Stock Fund
Riggs Stock Fund
Riggs U.S. Government Securities Fund
Riggs U.S. Treasury Money Market Fund
NOTICE OF SPECIAL MEETING
IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 1999
A Special Meeting in lieu of Annual Meeting of the
shareholders of Riggs Funds (the "Trust"), which presently consists of five
portfolios or series, Riggs Prime Money Market Fund ("Prime Fund"), Riggs Small
Company Stock Fund ("Small Company Fund"), Riggs Stock Fund ("Stock Fund"),
Riggs U.S. Government Securities Fund ("Government Fund") and Riggs U.S.
Treasury Money Market Fund ("Treasury Fund") (individually, the "Fund" and
collectively, the "Funds"), will be held at 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7000, at 2:00 p.m. (Eastern time), on June 15, 1999 to
consider proposals:
(1) To elect seven Trustees.
(2) To ratify the selection of the Trust's independent
auditors.
(3) To make changes to the Funds' fundamental investment
policies:
(a) To amend the Funds' fundamental investment policies
regarding diversification;
(b) To amend the Funds' fundamental investment
policies regarding borrowing money and issuing
senior securities;
(c) To amend the Funds' fundamental investment
policies regarding investments in real estate;
(d) To amend the Funds' fundamental investment
policies regarding 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 policies regarding
buying securities on margin; and
(i) To amend, and to make non-fundamental, the
Funds' fundamental investment policies regarding
pledging assets.
(4) To eliminate certain of the Funds' fundamental
investment policies:
(a) To remove the Funds' fundamental investment policies on
selling securities short; and
(b) To remove the Funds' fundamental investment
policies on investments in restricted securities
(Government Fund, Prime Fund, Small Company Fund
and Stock Fund only).
To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Trustees has fixed April 27, 1999 as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Board of Trustees,
John W. McGonigle
Secretary
May 11, 1999
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL
MEETING IN LIEU OF ANNUAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
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3
TABLE OF CONTENTS
About the Proxy Solicitation and the Meeting..................................4
Election of Seven Trustees....................................................5
About the Election of Trustees................................................5
Trustees Standing for Election................................................6
Nominees Not Presently Serving as Trustees....................................6
Ratification of the Selection of Independent Auditors.........................7
Approval of Changes to the Fund's Fundamental Investment
Policies.................................................................7
Approval of the Elimination of Certain Fundamental Investment Policies
of the Funds............................................................16
Information About the Trust...................................................17
Proxies, Quorum and Voting at the Meeting.....................................17
Share Ownership of the Trustees...............................................18
Trustee Compensation..........................................................19
Officers of the Trust.........................................................21
Other Matters and Discretion of Attorneys Named in the Proxy..................22
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24
DEFINITIVE
PROXY STATEMENT
RIGGS FUNDS
Riggs Prime Money Market Fund
Riggs Small Company Stock Fund
Riggs Stock Fund
Riggs U.S. Government Securities Fund
Riggs U.S. Treasury Money Market Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
About the Proxy Solicitation and the Meeting
The enclosed proxy is solicited on behalf of the Board of Trustees of
the Trust (the "Board" or "Trustees"), which presently consists of five
portfolios or series, Riggs Prime Money Market Fund ("Prime Fund"), Riggs Small
Company Stock Fund ("Small Company Fund"), Riggs Stock Fund ("Stock Fund"),
Riggs U.S. Government Securities Fund ("Government Fund") and Riggs U.S.
Treasury Money Market Fund ("Treasury Fund") (individually, a "Fund" and
collectively, the "Funds"). The proxies will be voted at the special meeting in
lieu of annual meeting of shareholders of the Trust to be held on June 15, 1999,
at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000, at 2:00 p.m. (such
special meeting in lieu of annual meeting and any adjournment or postponement
thereof are referred to as the "Meeting").
The cost of the solicitation, including the printing and mailing of
proxy materials, will be borne by the Trust. In addition to solicitations
through the mails, proxies may be solicited by officers, employees, and agents
of the Trust or, if necessary, a communications firm retained for this purpose.
Such solicitations may be by telephone, telegraph, 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 Trust may reimburse custodians, nominees, and fiduciaries for
the reasonable costs incurred by them in connection with forwarding solicitation
materials to the beneficial owners of shares held of record by such persons.
The Board has reviewed the changes recommended in the investment
policies of the Funds and approved them, subject to shareholder approval. The
purposes of the Meeting are set forth in the accompanying Notice. The Trustees
know of no business other than that mentioned in the Notice that will be
presented for consideration at the Meeting. Should other business properly be
brought before the Meeting, proxies will be voted in accordance with the best
judgment of the persons named as proxies. This proxy statement and the enclosed
proxy card are expected to be mailed on or about May 11, 1999, to shareholders
of record at the close of business on April 27, 1999 (the "Record Date").
On the Record Date, the Funds had outstanding shares of beneficial
interest as follows:
Government Fund: 3,944,242,977
Prime Fund: 390,220,577,265
Small Company Fund: 3,477,703,951
Stock Fund: 6,433,566,803
Treasury Fund: 145,141,817,664
The Funds' annual prospectuses, which include audited financial
statements for the fiscal year ended April 30, 1998, were previously mailed to
shareholders. The Funds' semi-annual reports, which contain unaudited financial
information for the period ended October 31, 1998, were also previously mailed
to shareholders. The Trust's principal executive offices are located at
Federated Investors Funds, 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7000. The Trust's toll-free telephone number is 1-800-341-7400.
PROPOSAL #1: ELECTION OF SEVEN TRUSTEES
The persons named as proxies intend to vote in favor of the election of
Thomas G. Bigley, Nicholas P. Constantakis, John F. Cunningham, J. Christopher
Donahue, Charles F. Mansfield, Jr., John E. Murray, Jr. and John S. Walsh
(collectively, the "Nominees") as Trustees of the Trust. Messrs. Bigley,
Constantakis, Murray and Walsh are presently serving as Trustees. If elected by
shareholders, Messrs. Cunningham, Donahue and Mansfield are expected to assume
their responsibilities as Trustees effective July 1, 1999. Please see "About the
Election of Trustees" below for current information about the Nominees.
Messrs. Murray and Bigley were appointed Trustees on February 14, 1995
and October 1, 1995, respectively, to fill vacancies created by the decision to
expand the size of the Board. Messrs. Constantakis and Walsh were appointed
Trustees on February 23, 1998 and January 1, 1999, respectively, also to fill
vacancies resulting from the decision to expand the size of the Board. Messrs.
Cunningham, Donahue and Mansfield are being proposed for election as Trustees to
fill vacancies anticipated to result from the resignations of three current
Trustees. The anticipated resignations will not occur if Messrs. Cunningham,
Donahue and Mansfield are not elected as Trustees.
All Nominees have consented to serve if elected. If elected, the
Trustees will hold office without limit in time until death, resignation,
retirement, or removal or until the next meeting of shareholders to elect
Trustees and the election and qualification of their successors. Election of a
Trustee is by a plurality vote, which means that the seven individuals receiving
the greatest number of votes at the Meeting will be deemed to be elected.
If any Nominee for election as a Trustee named above shall by reason of
death or for any other reason become unavailable as a candidate at the Meeting,
votes pursuant to the enclosed proxy will be cast for a substitute candidate by
the proxies named on the proxy card, or their substitutes, present and acting at
the Meeting. Any such substitute candidate for election as a Trustee who is an
"interested person" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Trust shall be nominated by the Executive
Committee. The selection of any substitute candidate for election as a Trustee
who is not an "interested person" shall be made by a majority of the Trustees
who are not "interested persons" of the Trust. The Board has no reason to
believe that any Nominee will become unavailable for election as a Trustee.
THE BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS VOTE TO ELECT AS TRUSTEES THE NOMINEES FOR
ELECTION TO THE BOARD OF TRUSTEES OF THE TRUST
About the Election of Trustees
When elected, the Trustees will hold office during the lifetime of the
Trust except that: (a) any Trustee may resign; (b) any Trustee may be removed by
written instrument signed by at least two-thirds of the number of Trustees prior
to such removal; (c) any Trustee who requests to be retired or who has become
mentally or physically incapacitated may be retired by written instrument signed
by a majority of the other Trustees; 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 shareholders' meeting for the purpose of electing Trustees
to fill vacancies. Otherwise, there will normally be no meeting of shareholders
called for the purpose of electing Trustees.
Set forth below is a listing of: (i) Trustees standing for election,
and (ii) Nominees standing for election who are not presently serving as
Trustees, along with their addresses, birthdates, present positions with the
Trust, if applicable, and principal occupations during the past five years:
Trustees Standing for Election
Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director or Trustee of the Federated Fund Complex; Director and Member of
Executive Committee, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director and Member
of Executive Committee, University of Pittsburgh.
Nicholas P. Constantakis
175 Woodshire Drive
Pittsburgh, PA
Birthdate: September 3, 1939
Trustee
Director or Trustee of the Federated Fund Complex; formerly, Partner, Andersen
Worldwide SC.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Trustee
Director or Trustee of the Federated Fund Complex; President, Law Professor,
Duquesne University; Consulting Partner, Mollica & Murray.
John S. Walsh
2007 Sherwood Drive
Valparaiso, IN
Birthdate: November 28, 1957
Trustee
Director or Trustee of some of the Funds in the Federated Fund Complex;
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.
Nominees Not Presently Serving as Trustees
John F. Cunningham
353 El Brillo Way
Palm Beach, FL
Birthdate: March 5, 1943
Trustee
Director or Trustee of some of the Funds in the Federated Fund Complex;
Chairman, President and Chief Executive Officer, Cunningham & Co., Inc.
(specialized financial consulting organization); Trustee Associate, Boston
College; Director, EMC Corporation; formerly, Director, Redgate Communications.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
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 Trustee of the Trust.
Charles F. Mansfield, Jr.
80 South Road
Westhampton, NY
Birthdate: April 10, 1945
Director or Trustee of some of the Funds in the Federated Fund Complex;
management consultant.
PROPOSAL #2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that the Trust'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 Trust, and submitted
for ratification or rejection at the next succeeding meeting of shareholders.
The Board of the Trust, including a majority of its members who are not
"interested persons" of the Trust, approved the selection of Ernst & Young LLP
(the "Auditors") for the current fiscal year at a Board meeting held on May 12,
1998.
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 Trust 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 Trust's best interests.
Representatives of the Auditors are not expected to be present at the
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 on the proposal at the Meeting.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS
APPROVAL OF CHANGES TO THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES
Introduction to Proposals #3(a) to #3(i) and #4(a) to #4(b).
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 Trust was formed in 1991, legal and regulatory requirements
applicable to mutual funds changed. For example, certain restrictions imposed by
state laws and regulations were preempted by the National Securities Markets
Improvement Act of 1996 ("NSMIA") and no longer apply. As a result, the Funds
are subject to fundamental policies that are no longer required to be
fundamental, and to other policies that are no longer required at all.
Accordingly, the Trustees have authorized the submission to the Funds'
shareholders for their approval, and recommend that shareholders approve, the
amendment, reclassification and/or elimination of certain of the Funds'
fundamental policies.
The proposed amendments would:
(i) simplify, modernize and standardize the fundamental policies that
are required to be stated under the 1940 Act;
(ii) reclassify as operating policies those fundamental policies
that are not required to be fundamental under the 1940 Act;
and
(iii) eliminate those fundamental policies that are no longer
required by the securities laws of the various states.
By reducing the number of policies that can be changed only by
shareholder vote, the Trustees believe that the Trust would be able to minimize
the costs and delays associated with holding future shareholder meetings to
revise fundamental policies that become outdated or inappropriate. The Trustees
also believe that the investment adviser's ability to manage the Funds' assets
in a changing investment environment will be enhanced and that investment
management opportunities will be increased by these changes. The chart that
follows briefly describes the differences between fundamental policies and
non-fundamental policies.
<TABLE>
<CAPTION>
<S> <C> <C>
Fundamental Policies Non-Fundamental Policies
-------------------------------------- ---------------------------------------
Who must approve changes in the Board of Trustees and shareholders Board of Trustees
policies?
How quickly can a change in the Fairly slowly, since a vote of Fairly quickly, because the change
policies be made? shareholders is required can be accomplished by action of the
Board of Trustees
What is the relative cost to Costly to change because a Less costly to change because a
change a policy? shareholder vote requires holding a change can be accomplished by action
meeting of shareholders of the Board of Trustees
</TABLE>
The recommended changes are specified below. Each Proposal will be
voted on separately by each Fund (unless otherwise noted), and the approval of
each Proposal by 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 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 Trustees of the Trust does not anticipate that the changes,
individually or in the aggregate, will result at this time in a material change
in the level of investment risks associated with investments in the Funds. Nor
does the Board of Trustees anticipate that the proposed changes in fundamental
investment policies will, individually or in the aggregate, change materially
the manner in which the Funds are managed.
The following is the text and a summary description of the proposed
changes to the Funds' fundamental policies and restrictions. Any non-fundamental
policy may be modified or eliminated by the Trustees at any future date without
any further approval of shareholders. Shareholders should note that certain of
the fundamental policies that are treated separately below currently are
combined within a single existing fundamental policy.
Presently, if a Fund adheres to a fundamental or non-fundamental
percentage restriction at the time of an investment or transaction, a later
increase or decrease in the percentage resulting from a change in the value of
the Fund's portfolio securities or the amount of its total assets does not
create a violation of the policy. This policy will continue to apply for any of
the proposed changes that are approved.
PROPOSAL #3: APPROVAL OF AMENDMENTS TO THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES
PROPOSAL #3(a): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT
POLICIES REGARDING DIVERSIFICATION
Under the 1940 Act, the Funds' policies relating to the diversification
of their investments must be fundamental. The 1940 Act prohibits a "diversified"
mutual fund from purchasing securities of any one issuer if, at the time of
purchase, more than 5% of the fund's total assets would be invested in
securities of that issuer or the fund would own or hold more than 10% of the
outstanding voting securities of that issuer, except that up to 25% of the
fund's total assets may be invested without regard to this limitation. The 5%
limitation does not apply to securities issued by or guaranteed by the U.S.
government, its agencies or instrumentalities or to securities issued by other
open-end investment companies.
The Funds' present policies regarding diversification state:
Each Fund Except Treasury Fund:
"With respect to 75% of the value of its total assets, the Fund will
not purchase securities issued by 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 securities), if as a result more than
5% of the value of its total assets would be invested in the securities
of that issuer. The Fund will not acquire more than 10% of the
outstanding voting securities of any one issuer."
Treasury Fund: "The Fund will not acquire more than 10% of the outstanding
voting securities of any one issuer."
In order to afford the Funds' investment adviser maximum flexibility in
managing the Funds' assets, the Trustees propose to amend the Funds'
diversification policy to be consistent with the definition of a diversified
investment company under the 1940 Act. The amended policy complies with the U.S.
Securities and Exchange Commission's (the "SEC" or "Commission") general
definition of diversification. The new policy would specifically add securities
of other investment companies to the list of issuers which are excluded from the
5% limitation.
Upon approval of the Funds' shareholders, the fundamental investment
policy governing diversification will be amended as follows:
"With respect to securities comprising 75% of the value of its total
assets, 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 Prime Fund and the Treasury Fund are governed by Rule 2a-7 of the
1940 Act. This rule imposes stricter diversification requirements on money
market funds. It generally requires that the Prime Fund and the Treasury Fund
not invest more than 5% of their total assets in the securities of any issuer.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(b): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
REGARDING BORROWING MONEY AND ISSUING SENIOR SECURITIES
The 1940 Act requires the Funds to have a fundamental investment policy
defining their ability to borrow money or issue senior securities. In general,
limitations on borrowing are designed to protect shareholders and their
investments by restricting a Fund's ability to subject its assets to any claims
of creditors or senior security holders who would be entitled to dividends or
rights on liquidation of 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:
Government Fund, Small Company Fund and Stock Fund:
"The Fund will not issue senior securities except that the Fund may
borrow money directly or through reverse repurchase agreements in
amounts up to one-third of the value of its total assets, including the
amount borrowed; and except to the extent that the Fund may enter into
futures contracts. The Fund will not borrow money or engage in reverse
repurchase agreements for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate
management of the portfolio by enabling the Fund to meet redemption
requests when the liquidation of portfolio securities is deemed to be
inconvenient or disadvantageous. The Fund will not purchase any
securities while any borrowings in excess of 5% 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."
Prime Fund and Treasury Fund:
"The Fund will not issue senior securities except that the Fund may
borrow money directly or through reverse repurchase agreements in
amounts up to one-third of the value of its total assets, including the
amount borrowed. The Fund will not borrow money or engage in reverse
repurchase agreements for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate
management of the portfolio by enabling the Fund to meet redemption
requests when the liquidation of portfolio securities is deemed to be
inconvenient or disadvantageous. The Fund will not purchase any
securities while any borrowings in excess of 5% 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 the fund to pay money at a future date (such as
when-issued, forward commitment or delayed delivery transactions). When engaging
in such transactions, the fund must set aside money or securities to meet the
SEC staff's collateralization requirements. This procedure effectively
eliminates the fund's ability to engage in leverage for these types of
transactions.
Borrowing-Generally. Under the 1940 Act, an investment company is permitted to
borrow up to 5% of its total assets for temporary purposes. A fund may borrow
only from banks. If borrowings exceed 5%, the fund must have assets totaling at
least 300% of the borrowing when the amount of the borrowing is added to the
fund's other assets. The effect of this provision is to allow the fund to borrow
from banks in amounts up to one-third (33 1/3%) of its total assets (including
the amount borrowed). Investment companies typically borrow money to meet
redemptions in order to avoid a forced, unplanned sale of portfolio securities.
This technique allows the fund greater flexibility to buy and sell portfolio
securities for investment or tax considerations, rather than for cash flow
considerations. The costs of borrowing, however, can also reduce the fund's
total return.
The proposed investment policy would provide greater flexibility to the
Funds by permitting the Funds to borrow money, directly or indirectly (such as
through reverse repurchase agreements), and issue senior securities within the
limits established under the 1940 Act or under any rule or regulation of the
Commission, or any SEC staff interpretation thereof. As a matter of operating
policy, the Funds do not presently intend to engage in leveraging. Upon
shareholder approval, the fundamental investment policy governing borrowing
money and issuing senior securities for each Fund 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 TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(c): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
REGARDING INVESTMENTS IN REAL ESTATE
Under the 1940 Act, the Funds' policies concerning investments in real
estate must be fundamental. The Funds currently have fundamental investment
policies prohibiting the purchase or sale of real estate. The current policies
(with the exception of the policy for the Treasury Fund), however, allow the
Funds to invest in companies that deal in real estate, or to invest in
securities that are secured by real estate, and state:
Each Fund Except Treasury Fund:
"The Fund will not purchase or sell real estate, including limited
partnership interests, although the Fund 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."
Treasury Fund:
"The Fund will not purchase or sell real estate, including limited
partnership interests."
The proposed fundamental investment policy will not permit the Funds to
purchase real estate directly, but will permit the purchase of securities whose
payments of interest or principal are secured by mortgages or other rights to
real estate in the event of default. The investment policy will also enable 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 policy 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 TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(d): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
REGARDING INVESTMENTS IN COMMODITIES
Under the 1940 Act, the Funds' policies concerning investments in
commodities must be fundamental. The Funds are currently subject to fundamental
restrictions prohibiting the purchase or sale of commodities or commodity
contracts:
Government Fund, Small Company Fund and Stock Fund:
"The Fund will not invest in commodities except that it may engage in
transactions involving futures contracts or options on futures
contracts."
Prime Fund and Treasury Fund:
"The Fund will not invest in commodities."
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. Financial futures
contracts enable an investment company to buy (or sell) the right to receive the
cash difference between the contract price for an underlying asset or index and
the future market price, if the market price is higher. If the future price is
lower, the investment company is obligated to pay (or, if the investment company
sold the contract, the investment company receives) the amount of the decrease.
Investment companies often desire to invest in financial futures contracts and
options related to such contracts for hedging or other investment reasons.
The proposed policy would provide appropriate flexibility for the
Government Fund, Small Company Fund and Stock Fund to invest in financial
futures contracts and related options. As proposed, the policy is broad enough
to permit investment in financial futures instruments for either investment or
hedging purposes, which is broader than the Funds' current policies. Using
financial futures instruments can involve substantial risks, and would be
utilized only if the Funds' investment adviser determined that such investments
are advisable and such practices were affirmatively authorized by the Board and
disclosed in the Funds' prospectuses or statement of additional information. As
a matter of non-fundamental operating policy, for purposes of the proposed
policy, investments in transactions involving futures contracts and options,
forward currency contracts, swap transactions and other financial contracts that
settle by payment of cash are not deemed to be investments in commodities.
Upon shareholder approval, the fundamental investment policies
governing investments in 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 TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(e): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT
POLICIES REGARDING UNDERWRITING SECURITIES
Under the 1940 Act, the Funds' policy relating to underwriting is
required to be fundamental. The Funds currently are subject to a fundamental
investment policy prohibiting them from acting as an underwriter of the
securities of other issuers that states:
"The Fund will not underwrite any issue of securities, except as the
Fund 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 the
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 for each Fund 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' policy.
Rather, it reflects a restatement to standardized language, and is submitted to
shareholders to comply with the 1940 Act's requirements.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(f): TO AMEND THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
REGARDING LENDING BY THE FUNDS
Under the 1940 Act, the Funds' policy concerning lending must be
fundamental. The Funds currently are subject to a fundamental investment
restriction limiting their ability to make loans that states:
"The Fund will not lend any of its assets except portfolio securities
up to one-third of the value of total assets. This shall not prevent
the Fund from purchasing or holding U.S. government obligations, money
market instruments, variable amount demand master notes, bonds,
debentures, notes, certificates of indebtedness, or other debt
securities, entering into repurchase agreements, or engaging in other
transactions where permitted by the Fund's investment objective,
policies, and limitations or the Trust's Declaration of Trust."
In order to ensure that each Fund may invest in certain debt securities
or repurchase agreements, which could technically be characterized as the making
of loans, the Funds' current fundamental restrictions specifically permits such
investments. In addition, the Funds' fundamental policies explicitly permit each
Fund to lend its 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 a Fund
currently is subject. In addition, securities on loan cannot generally be sold
until the term of the loan is over. Upon approval of the Funds' shareholders,
the fundamental investment policy governing lending assets by each Fund 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 TRUSTEES 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, the Funds' policies relating to the concentration
of their 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 have fundamental investment policies prohibiting
them from concentrating their investments in a single industry:
Each Fund Except Prime Fund: "The Fund will not invest 25% or more of the
value of its total assets in any one industry (other than securities issued by
the U.S. government, its agencies, or instrumentalities or repurchase agreements
collateralized by these securities)."
Prime Fund:
"The Fund may not invest 25% or more of the value of its total assets
in any one industry, except that the Fund may invest 25% or more of the
value of its total assets in cash or cash items (including instruments
issued by a U.S. branch of a domestic bank or savings and loan having
capital, surplus, and undivided profits in excess of $100,000,000 at
the time of investment), securities issued or guaranteed by the U.S.
government, its agencies, or instrumentalities, or instruments secured
by these money market instruments, i.e., repurchase agreements."
Upon the approval by the Funds' shareholders, the fundamental
investment policy governing concentration by each Fund 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. To conform to the current view of the SEC staff that only
domestic bank instruments may be excluded from industry concentration
limitations, as a matter of non-fundamental policy, the Fund will not
exclude foreign bank instruments from industry concentration tests so
long as the policy of the SEC remains in effect. As a non-fundamental
operating policy, the Fund will consider concentration to be the
investment of more than 25% of the value of its total assets in any one
industry."
The Trust'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 TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(h): TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES REGARDING
BUYING SECURITIES ON MARGIN
The Funds are not required to have a fundamental restriction on margin
transactions. Accordingly, it is proposed that the Funds' existing fundamental
policies be replaced with non-fundamental restrictions. The Funds' current
policies provide:
Government Fund, Small Company Fund and Stock Fund:
"The Fund will not purchase any securities on margin, but may obtain
such short-term credits as are necessary for clearance of purchases and
sales of securities. The deposit or payment by the Fund of initial or
variation margin in connection with futures contracts or related
options transactions is not considered the purchase of a security on
margin."
Prime Fund and Treasury Fund:
"The Fund will not purchase any securities on margin, but may obtain
such short-term credits as are necessary for the clearance of purchases
and sales of securities."
The proposed non-fundamental policies make minor changes in wording
from the existing fundamental restrictions and, in the case of the policies of
the Government Fund, Small Company Fund and Stock Fund, expand the list of
margin transactions excepted from the prohibition to include margin deposits in
connection with financial options and futures, forward and spot currency
contracts, swap transactions and other financial contracts or derivative
instruments. Upon the approval of the elimination of the existing fundamental
policies on engaging in margin transactions, the Funds would become subject to
the following non-fundamental policies:
Government Fund, Small Company Fund and Stock Fund:
"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, and further provided that the Fund
may make margin deposits in connection with its use of financial
options and futures, forward and spot currency contracts, swap
transactions and other financial contracts or derivative instruments."
Prime Fund and Treasury Fund:
"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 TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(i): TO AMEND, AND TO MAKE NON-FUNDAMENTAL, THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES ON 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 Trust believes that the Funds' policies on pledging
assets should be made non-fundamental. The non-fundamental policies would be
similar to the fundamental policies proposed to be eliminated that state:
Government Fund:
"The Fund will not mortgage, pledge, or hypothecate any assets, except
to secure permitted borrowings. In these cases, the Fund may pledge
assets having a value of 15% of assets taken at cost. For purposes of
this restriction, (a) the deposit of assets in escrow in connection
with the writing of covered put or call options and the purchase of
securities on a when-issued basis; and (b) collateral arrangements with
respect to initial or variation margin for futures contracts, will not
be deemed to be pledges of the Fund's assets. Margin deposits for the
purchase and sale of futures contracts and related options are not
deemed to be a pledge."
Small Company Fund and Stock Fund:
"The Fund will not mortgage, pledge, or hypothecate any assets, except
to secure permitted borrowings. In these cases, the Fund may pledge
assets having a value of 15% of assets taken at cost. For the purposes
of this restriction, (a) the deposit of assets in escrow in connection
with the writing of covered put or call options and the purchases of
securities on a when-issued basis; and (b) collateral arrangements with
respect to (i) the purchase and sale of stock options and (ii) initial
or variation margin for futures contacts will not be deemed to be
pledges of the Fund's assets. Margin deposits for the purchase and sale
of futures contracts and related options are not deemed to be a
pledge."
Prime Fund and Treasury Fund:
"The Fund will not mortgage, pledge, or hypothecate any assets, except
to secure permitted borrowings. In these cases, the Fund may pledge
assets having a market value not exceeding the lesser of the dollar
amounts borrowed or 10% of the value of total asserts of the Fund at
the time of the pledge."
The Board does not expect this change to have a material impact on the
Funds' operations. Establishing the policies as non-fundamental, however, would
enable the Board to change the policies in the future without shareholder
approval. While the Funds are proposing to eliminate the percentage limitation
(10% or 15%, as applicable) on the amount of the Funds' assets that may be
pledged, the Funds do not presently intend to exceed these limitations in the
future.
Upon the approval of the elimination of the existing fundamental
policies 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 TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #4: ELIMINATION OF CERTAIN OF THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES
The Board has determined that certain of the current fundamental
investment policies are 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 investment in certain
securities. As a consequence of those restrictions, the Funds adopted the
investment policies described below and agreed that they would be changed only
upon the approval of shareholders. Since these prohibitions are no longer
required under current law, the management of the Trust has recommended, and the
Board has determined, that these policies should be removed. The removal of
these policies would provide greater flexibility in the management of the Funds
by permitting the Funds to purchase a broader range of securities that are
permitted investments and that are consistent with their investment objectives
and policies.
The policies being removed are listed below. Each Proposal will be
voted on separately by each Fund (unless otherwise noted), and the approval of
each change by 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 Meeting" below.)
PROPOSAL #4(a): TO ELIMINATE THE FUNDS' FUNDAMENTAL INVESTMENT
POLICIES ON SELLING SECURITIES SHORT
The Funds are not required to have a fundamental restriction with
respect to short sales of securities. To maximize the Funds' flexibility in this
area, the Board believes that the Funds' restrictions on short sales of
securities should be eliminated. This restriction was imposed by state laws and
NSMIA preempts that requirement. Notwithstanding the elimination of this
fundamental restriction, the Funds expect to continue not to engage in short
sales of securities, except to the extent that 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 Prime Fund
and the Treasury Fund, 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.
Upon the approval of Proposal #4(a), the existing fundamental
restrictions on selling securities short for the Funds will be eliminated.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #4(b): TO ELIMINATE THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES
ON INVESTING IN RESTRICTED SECURITIES
This Proposal Pertains to All Funds Except the Treasury Fund.
Each Fund, except the Treasury Fund, is presently subject to a
fundamental investment policy that provides:
"The Fund will not invest more than 10% of its net assets in securities
subject to restrictions on resale under the Securities Act of 1933,
except for commercial paper issued under Section 4(2) of the Securities
Act of 1933 and certain other restricted securities which meet the
criteria for liquidity as established by the Board of Trustees."
This policy was adopted by the Funds because historically restricted
securities were viewed as illiquid since they could not be sold within seven
days. Investment companies issuing redeemable securities are required to meet a
shareholder's redemption request at the current net asset value within seven
days of receiving the request for redemption. In order to do this, some portion
of the securities in a Fund's portfolio must be "liquid" so that the securities
can be sold in sufficient time to obtain the necessary cash to meet redemption
requests. It is important to note that many restricted securities are, in fact,
quite liquid and can be purchased without jeopardizing the liquidity of the
Funds' portfolios.
Certain state securities regulators previously required mutual funds to
have a fundamental policy limiting investment in restricted securities. Since
the enactment of NSMIA, states no longer have the jurisdiction to impose such
requirements. Furthermore, rules adopted by the SEC have substantially increased
the number of restricted securities that can now be considered liquid and, in
addition, have given to the Trustees the ability to determine, under specific
guidelines, that a security is liquid. The Trustees may delegate this duty to
the investment adviser provided the investment adviser's determination of
liquidity is made in accordance with the guidelines established and monitored by
the Trustees.
The Funds' current restricted securities policy prevents the Funds from
acquiring a restricted security that may be viewed by the Funds' investment
adviser as liquid. As a result, the Funds' management has suggested that the
policy be eliminated. If this proposal is approved, the Funds will be able to
invest to an unlimited extent in restricted securities as long as they meet the
Trustees' guidelines for liquidity, which are covered under a related policy
regarding liquidity of the Funds' assets.
Upon the approval of Proposal #4(b), the existing fundamental
restrictions on purchasing restricted securities will be eliminated.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
INFORMATION ABOUT THE TRUST
Proxies, Quorum and Voting at the Meeting
Only shareholders of record on the Record Date will be entitled to vote
at the Meeting. Each share of the Trust is entitled to one vote. Fractional
shares are entitled to proportionate shares of one vote. Under both the
Investment Company Act of 1940 and the Declaration of Trust, the favorable vote
of a "majority of the outstanding voting shares" of the Trust or a Fund means:
(a) the holders of 67% or more of the outstanding voting securities present at
the Meeting, if the holders of 50% or more of the outstanding voting securities
of the Trust or Fund are present or represented by proxy; or (b) the vote of the
holders of more than 50% of the outstanding voting securities, whichever is
less. The favorable vote of a majority of the outstanding voting shares of each
Fund is required to approve each of the Proposals for the Fund, except the
election of Trustees and the ratification of the selection of the Auditors.
Any person giving a proxy has the power to revoke it any time prior to
its exercise by executing a superseding proxy or by submitting a written notice
of revocation to the Secretary of the Trust. In addition, although mere
attendance at the Meeting will not revoke a proxy, a shareholder present at the
Meeting may withdraw his or her proxy and vote in person. All properly executed
and unrevoked proxies received in time for the Meeting will be voted in
accordance with the instructions contained in the proxies. If no instruction is
given on the proxy, the persons named as proxies will vote the shares
represented thereby in favor of the matters set forth in the attached Notice.
In order to hold the Meeting, a "quorum" of shareholders must be
present. Holders of more than 50% of the total number of outstanding shares of
each of the Funds, present in person or by proxy, shall be required to
constitute a quorum for the purpose of voting on the Proposals made.
For purposes of determining a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. For
this reason, abstentions and broker non-votes will have the effect of a "no"
vote for purposes of obtaining the requisite approval of some of the proposals.
If a quorum is not present, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor of one or more of
the proposals have not been received, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitations of
proxies with respect to such proposal(s). All such adjournments will require the
affirmative vote of a plurality of the shares present in person or by proxy at
the session of the Meeting to be adjourned. The persons named as proxies will
vote AGAINST any such adjournment those proxies which they are required to vote
against the proposal and will vote in FAVOR of the adjournment other proxies
which they are authorized to vote. A shareholder vote may be taken on other
proposals in this Proxy Statement prior to any such adjournment if sufficient
votes have been received for approval.
As referred to in this Proxy Statement, the "Federated Fund Complex,"
"The Funds" or "Funds" include 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 Trustees
Officers and Trustees of the Trust own less than 1% of the Trust'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 Class R
Shares of the Government Fund: Eamco - Riggs Funds, Washington, D.C., owned
approximately 3,143,138.23 shares (79.69%).
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 Class R
Shares of the Prime Fund: BHC Securities, Inc., Philadelphia, PA, owned
approximately 4,991,377.49 shares (57.79%); Libron Group, Inc., Sarasota, FL,
owned approximately 526,683.24 shares (6.10%). 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 Class Y Shares of the Prime Fund: Eamco
- - Riggs Funds, Washington, D.C., owned approximately 171,578,410.40 shares
(44.96%); Georgetown University General Fund, Washington, D.C., owned
approximately 82,081,340.04 shares (21.51%); and Riggs Bank N.A., Washington,
D.C., owned approximately 62,340,000 shares (16.34%).
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 Class B
Shares of the Small Company Fund: Riggs Bank N.A., as custodian for the IRA of
Roger D. Winston, Rockville, MD, owned approximately 1,982.71 shares (22.00%);
Donaldson Lufkin & Jennrette Securities Corporation, Inc., Jersey City, NJ,
owned approximately 2,467.071 shares (27.37%); Riggs Bank N.A., as custodian for
the IRA of Jeanne C. Nash, Oakton, VA, owned approximately 908.445 shares
(10.08%); and Issa J. and Marita S. Boullata, Montreal, Quebec, owned
approximately 641.108 shares (7.11%). At the close of business on the Record
Date, the following person owned, to the knowledge of management, more than 5%
of the outstanding shares of the Class R Shares of the Small Company Fund: Eamco
- - Riggs Funds, Washington, D.C., owned approximately 2,787,748.208 shares
(81.07%).
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 Class B
Shares of the Stock Fund: Riggs Bank N.A., as custodian for the IRA of Roger D.
Winston, Rockville, MD, owned approximately 3,475.284 shares (30.00%); BHC
Securities, Inc., Philadelphia, PA, owned approximately 3,901.249 shares
(33.68%); and Riggs Bank N.A., Washington, D.C., as custodian for the IRA of
Jeanne C. Nash, Oakton, VA, owned approximately 761.915 shares (6.58%). 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 Class R
Shares of the Fund: Eamco - Riggs Funds, Washington, D.C., owned approximately
3,781,050.466 shares (58.88%); Eamco Trustee #01769201, Washington, D.C., owned
approximately 440,682.666 shares (6.86%); Eamco for Nuclear Energy Institute
Employees Saving Plan #02121601, Washington, D.C., owned approximately
377,425.853 shares (5.88%); and Eamco Trustee #01769101, Washington, D.C., owned
approximately 337,426.4830 shares (5.25%).
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 Class R
Shares of the Treasury Fund: Peter N.G. Schwartz, Washington, D.C., owned
approximately 1,741,667.91 shares (36.36%); Devotional Claimants 1996 Escrow
Account, Washington, D.C., owned approximately 1,611,218.71 (33.64%); and St.
Alban's Episcopal Church, Washington, D.C., owned approximately 934,798.33
shares (19.52%). 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 Class Y Shares of the Fund: Eamco - Riggs Funds, Washington, D.C.,
owned approximately 87,441,110.10 shares (62.30%); Riggs Bank, N.A., Washington,
D.C., owned approximately 14,501,000 shares (10.33%); Hare & Co., New York, NY,
owned approximately 11,416,104.30 shares (8.13%); and Eamco Trustee #02138901,
Washington, D.C., owned approximately 10,569,454.42 shares (7.53%).
<TABLE>
<CAPTION>
<S> <C> <C>
Trustee Compensation
Name, Aggregate Total Compensation Paid
Position With Compensation From Fund Complex+
Trust From
Trust1#
- --------------------------------- -------------------------- ----------------------------------------------------------
John F. Donahue*@ $0 $0 for the Trust and
Chairman and Trustee 56 other investment companies in the Fund Complex
Thomas G. Bigley $1,554.43 $113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
John T. Conroy, Jr. $1,710.07 $125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Nicholas P. Constantakis++ $381.52 $47,958.02 for the Trust and
Trustee 36 other investment companies in the Fund complex
William J. Copeland $1,710.09 $125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
James E. Dowd $1,710.09 $125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.* $1,554.43 $113,860.22 for the Trust and
Trustees 56 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.@ $1,710.09 $125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Edward C. Gonzales* $0 $0 for the Trust and
President, Treasurer and Trustee 1 other investment company in the Fund Complex
Peter E. Madden $1,554.43 $113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
John E. Murray, Jr. $1,554.43 $113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Wesley W. Posvar $1,554.43 $113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Marjorie P. Smuts $1,554.43 $113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
John S. Walsh** $0 $0 for the Trust and
Trustee 23 other investment companies in the Fund Complex
</TABLE>
1 Information is furnished for the fiscal year ended April 30, 1998.
# The aggregate compensation is provided for the Trust which is comprised of
five portfolios.
+ The information is provided for the last calendar year.
Mr. Constantakis became a member of the Board of Trustees on
February 23, 1998.
* The Trustee is deemed to be an "interested person" as defined in the 1940 Act.
@ Member of the Executive Committee.
** Mr. Walsh became a member of the Board of Trustees on January 1, 1999. He did
not receive any fees from the Fund Complex as of the last calendar year.
During the fiscal year ended April 30, 1998, there were four meetings
of the Board of Trustees. The interested Trustees, other than Dr. Ellis, do not
receive fees from the Trust. Dr. Ellis is an interested person by reason of the
employment of his son-in-law by Federated Securities Corp. All Trustees were
reimbursed for expenses for attendance at Board of Trustees meetings.
The Executive Committee of the Board of Trustees handles the
responsibilities of the Board between meetings of the Board. Other than its
Executive Committee, the Trust has one Board committee, the Audit Committee.
Generally, the function of the Audit Committee is to assist the Board of
Trustees in fulfilling its duties relating to the Trust's accounting and
financial reporting practices and to serve as a direct line of communication
between the Board of Trustees and the independent auditors. The specific
functions of the Audit Committee include recommending the engagement or
retention of the independent auditors, reviewing with the independent auditors
the plan and the results of the auditing engagement, approving professional
services provided by the independent auditors prior to the performance of such
services, considering the range of audit and non-audit fees, reviewing the
independence of the independent auditors, reviewing the scope and results of the
Trust's procedures for internal auditing, and reviewing the Trust's system of
internal accounting controls.
For the most recently completed fiscal year, Messrs. Flaherty, Conroy,
Copeland and Dowd served on the Audit Committee. These Trustees are not
interested Trustees of the Trust. During the fiscal year ended April 30, 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 Trust
The executive officers of the Trust are elected annually by the Board
of Trustees. Each officer holds the office until qualification of his successor.
The names and birthdates of the executive officers of the Trust 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 Trustee
Chairman and Trustee, Federated 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. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Trust and
Nominee for Trustee.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
President, Treasurer and Trustee
Trustee or Director of some of the Funds in the Federated Fund Complex;
President, Executive Vice President and Treasurer of some of the Funds in the
Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Vice
President, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., Federated Global Research Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
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 Trustee of the Trust.
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.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice 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.
Joseph S. Machi
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 22, 1962
Vice President and Assistant Treasurer
Vice President and Assistant Treasurer of some of the Funds in the
Federated Fund Complex.
None of the Officers of the Trust received salaries from the Trust
during the fiscal year ended April 30, 1998.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Trust is not required, and does not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for the next meeting of
shareholders should send their written proposals to Riggs Funds, 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 Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment or postponement of the
Meeting, the persons named on the enclosed proxy card will vote on such matters
according to their best judgment in the interests of the Trust.
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE,
WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Trustees,
John W. McGonigle
Secretary
May 11, 1999
<PAGE>
RIGGS FUNDS
Riggs Prime Money Market Fund
Riggs Small Company Stock Fund
Riggs Stock Fund
Riggs U.S. Government Securities Fund
Riggs U.S. Treasury Money Market Fund
Investment Adviser
RIGGS INVESTMENT MANAGEMENT CORP.
800 17TH Street N. W.
Washington, D.C. 20006
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 Riggs
Prime Money Market Fund (the "Fund"), a portfolio of Riggs Funds (the "Trust"),
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 Special Meeting in lieu of Annual Meeting of
Shareholders (the "Meeting") to be held on June 15, 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
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RIGGS FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Thomas G. Bigley, Nicholas P. Constantakis, John
F. Cunningham, J. Christopher Donahue, Charles F. Mansfield, Jr.,
John E. Murray, Jr. and John S. Walsh as Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
each nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To ratify the selection of Ernst & Young LLP as the Trust'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 by the Fund
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 certain of the Fund's fundamental investment policies:
4 (a) To remove the Fund's fundamental investment policy on selling
securities short
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
4 (b) To remove the Fund's fundamental investment policy on
investments on restricted securities
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 Trust.
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 Riggs
Small Company Stock Fund (the "Fund"), a portfolio of Riggs Funds (the "Trust"),
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 Special Meeting in lieu of Annual Meeting of
Shareholders (the "Meeting") to be held on June 15, 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
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF REGIONS
FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Thomas G. Bigley, Nicholas P. Constantakis, John
F. Cunningham, J. Christopher Donahue, Charles F. Mansfield, Jr.,
John E. Murray, Jr. and John S. Walsh as Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
each nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To ratify the selection of Ernst & Young LLP as the Trust'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 by the Fund
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 certain of the Fund's fundamental investment policies:
4 (a) To remove the Fund's fundamental investment policy on selling
securities short
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
4 (b) To remove the Fund's fundamental investment policy on
investments on restricted securities
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 Trust.
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 Riggs
Stock Fund (the "Fund"), a portfolio of Riggs Funds (the "Trust"), 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 Special Meeting in lieu of Annual Meeting of
Shareholders (the "Meeting") to be held on June 15, 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
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RIGGS FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Thomas G. Bigley, Nicholas P. Constantakis, John
F. Cunningham, J. Christopher Donahue, Charles F. Mansfield, Jr.,
John E. Murray, Jr. and John S. Walsh as Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
each nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To ratify the selection of Ernst & Young LLP as the Trust'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 by the Fund
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 certain of the Fund's fundamental investment policies:
4 (a) To remove the Fund's fundamental investment policy on selling
securities short
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
4 (b) To remove the Fund's fundamental investment policy on
investments on restricted securities
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 Trust.
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 Riggs
U.S. Government Securities Fund (the "Fund"), a portfolio of Riggs Funds (the
"Trust"), 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 Special Meeting in lieu of Annual Meeting
of Shareholders (the "Meeting") to be held on June 15, 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
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RIGGS FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Thomas G. Bigley, Nicholas P. Constantakis,
John F. Cunningham, J. Christopher Donahue, Charles F.
Mansfield, Jr., John E. Murray, Jr. and John S. Walsh as
Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
each nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To ratify the selection of Ernst & Young LLP as the Trust'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 by the Fund
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 certain of the Fund's fundamental investment policies:
4 (a) To remove the Fund's fundamental investment policy on selling
securities short
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
4 (b) To remove the Fund's fundamental investment policy on
investments on restricted securities
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 Trust.
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 Riggs
U.S. Treasury Money Market Fund (the "Fund"), a portfolio of Riggs Funds (the
"Trust"), 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 Special Meeting in lieu of Annual Meeting
of Shareholders (the "Meeting") to be held on June 15, 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
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RIGGS FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal 1 To elect Thomas G. Bigley, Nicholas P. Constantakis, John F.
Cunningham, J. Christopher Donahue, Charles F. Mansfield, Jr., John E.
Murray, Jr. and John S. Walsh as Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR"
a particular nominee, mark the "VOTE FOR ALL
EXCEPT" box and strike a line through the name of
each nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
Proposal 2 To ratify the selection of Ernst & Young LLP as the Trust'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 by the Fund
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 [ ]
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 Trust.
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
