-1-
1933 Act File No. 33-46431
1940 Act File No. 811-6607
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 6 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
X
Amendment No. 9 X
DG INVESTOR SERIES
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
X 60 days after filing pursuant to paragraph (a)
on pursuant to paragraph (a) of Rule 485.
Registrant has filed with the Securities and Exchange Commission
a declaration pursuant to Rule 24f-2 under the Investment Company
Act of 1940, and:
X filed the Notice required by that Rule on April 15, 1994; or
intends to file the Notice required by that Rule on or about
____________; or
during the most recent fiscal year did not sell any
securities pursuant to Rule 24f-2 under the Investment Company
Act of 1940, and, pursuant to Rule 24f-2(b)(2), need not file
the Notice.
Copies to:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of DG INVESTOR
SERIES which consists of six portfolios: (1) DG U.S. Government
Money Market Fund, (2) DG Limited Term Government Income Fund,
(3) DG Government Income Fund, (4) DG Equity Fund, (5) DG
Municipal Income Fund, and (6) DG Opportunity Fund, relates only
to (6) DG Opportunity Fund and is comprised of the following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page (1-6) Cover Page.
Item 2. Synopsis (1-6) Summary of Fund Expenses;
(1-5) Financial Highlights.
Item 3. Condensed Financial
Information (1-6) Performance Information.
Item 4. General Description of
Registrant (1-6) General Information; (1-6)
Investment Information; (1-6)
Investment Objective; (1-6)
Investment Policies; (1-6)
Investment Limitations.
Item 5. Management of the Fund (1-6) DG Investor Series
Information; (1-6) Management of
the Trust; (1-6) Distribution of
Fund Shares; (1-6) Administration
of the Fund; (6) Shareholder
Services Plan; (1-6) Expenses of
the Fund; (2) Brokerage
Transactions.
Item 6. Capital Stock and Other
Securities (1-6) Dividends; (1) Capital
Gains; (1-6) Shareholder
Information; (1-6) Voting Rights;
(1-6) Massachusetts Partnership
Law; (1-6) Tax Information; (1-6)
Federal Income Tax; (1-6) Effect
of Banking Laws.
Item 7. Purchase of Securities Being
Offered (1-6) Net Asset Value; (1-6)
Investing in the Fund; (1-6) Share
Purchases; (2-6) Minimum
Investment Required; (1-6)
Distribution Plan; (1-6)
Shareholder Servicing
Arrangements; (1-6) What Shares
Cost; (2-6) Reducing the Sales
Charge; (1-6) Systematic
Investment Program; (1-6)
Certificates and Confirmations; (1-
6) Exchanging Securities for Fund
Shares; (1-6) Exchange Privilege;
(1-6) DG Investor Series; (1-6)
Exchanging Shares.
Item 8. Redemption or Repurchase (1-6) Redeeming Shares; (1-6)
Through the Banks; (1-6)
Systematic Withdrawal Program; (1-
6) Accounts With Low Balances; (1-
6) Redemption in Kind.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
IFORMATION.
Item 10. Cover Page (1-6) Cover Page.
Item 11. Table of Contents (1-6) Table of Contents.
Item 12. General Information and
History (1-6) General Information About
the Fund.
Item 13. Investment Objectives and
Policies (1-6) Investment Objective(s) and
Policies.
Item 14. Management of the Fund (1-6) DG Investor Series
Management.
Item 15. Control Persons and Principal
Holders of Securities (1-6) Fund Ownership.
Item 16. Investment Advisory and Other
Services (1-6) Investment Advisory
Services; (1-6) Administrative
Services.
Item 17. Brokerage Allocation (1-6) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not Applicable.
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered (1-6) Purchasing Shares; (1-6)
Exchange Privilege; (1-6)
Determining Net Asset Value; (1-6)
Redeeming Shares.
Item 20. Tax Status Tax Status.
Item 21. Underwriters (1-6) Distribution Plan.
Item 22. Calculation of Performance
Data (1-6) Performance Comparisons; (1-
6) Yield; (1) Effective Yield; (2-
6) Total Return; (5) Tax-
Equivalent Yield.
Item 23. Financial Statements (6) To be filed by amendment.
DG OPPORTUNITY FUND
(A PORTFOLIO OF DG INVESTOR SERIES)
PROSPECTUS
The shares of DG Opportunity Fund (the "Fund") offered by this
prospectus represent interests in a diversified portfolio of DG
Investor Series (the "Trust"), an open-end, management investment
company (a mutual fund).
The investment objective of the Fund is to provide capital
appreciation. The Fund pursues its investment objective by
investing primarily in a portfolio of equity securities
comprising the small capitalization sector of the United States
equity market.
The shares offered by this prospectus are not deposits or
obligations of Deposit Guaranty National Bank or Commercial
National Bank, are not endorsed or guaranteed by Deposit Guaranty
National Bank or Commercial National Bank, and are not insured by
the Federal Deposit Insurance Corporation, the Federal Reserve
Board, or any other government agency. Investment in these
shares involves investment risks including the possible loss of
principal.
This prospectus contains the information you should read and know
before you invest in the Fund. Keep this prospectus for future
reference.
The Fund has also filed a Statement of Additional Information
dated July __, 1994, with the Securities and Exchange Commission.
The information contained in the Statement of Additional
Information is incorporated by reference into this prospectus.
You may request a copy of the Statement of Additional Information
free of charge, obtain other information, or make inquiries about
the Fund by writing or calling the Fund.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated July__, 1994
TABLE OF CONTENTS
SUMMARY OF FUND EXPENSES
GENERAL INFORMATION
INVESTMENT INFORMATION
Investment Objective
Investment Policies
Acceptable Investments
Repurchase Agreements
Put and Call Options
Investing in Securities of Other Investment Companies
Securities of Foreign Issuers
Futures Contracts and Options on Futures
Risks
When-Issued and Delayed Delivery
Transactions
Lending of Portfolio Securities
Temporary Investments
Investment Considerations
Portfolio Turnover
Investment Limitations
DG INVESTOR SERIES INFORMATION
Management of the Trust
Board of Trustees
Investment Adviser
Advisory Fees
Adviser's Background
Sub-Adviser
Sub-Advisory Fees
Sub-Adviser's Background
Distribution of Fund Shares
Distribution Plan
Shareholder Servicing Arrangements
ADMINISTRATION OF THE FUND
Administrative Services
Shareholder Services Plan
Custodian
Transfer Agent, Dividend
Disbursing Agent, and
Shareholder Servicing Agent
Legal Counsel
Independent Auditors
Brokerage Transactions
Expenses of the Fund
NET ASSET VALUE
INVESTING IN THE FUND
Share Purchases
Through the Banks
Minimum Investment Required
What Shares Cost
Purchases at Net Asset Value
Sales Charge Reallowance
Reducing the Sales Charge
Quantity Discounts and Accumulated
Purchases
Letter of Intent
Reinvestment Privilege
Concurrent Purchases
Systematic Investment Program
Certificates and Confirmations
Dividends and Distributions
Exchanging Securities For Fund Shares
EXCHANGE PRIVILEGE
DG Investor Series
Exchanging Shares
REDEEMING SHARES
Through the Banks
By Telephone
By Mail
Signatures
Systematic Withdrawal Program
Accounts With Low Balances
SHAREHOLDER INFORMATION
Voting Rights
Massachusetts Partnership Law
EFFECT OF BANKING LAWS
TAX INFORMATION
Federal Income Tax
PERFORMANCE INFORMATION
ADDRESSES
Inside Back Cover
SUMMARY OF FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price) ____%
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) None
Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds, as applicable) None
Redemption Fee (as a percentage of amount redeemed,
if applicable) None
Exchange Fee None
ANNUAL FUND OPERATING EXPENSES
(As a percentage of projected average net assets)
Management Fee (after waiver) (1) ____%
12b-1 Fee (2) ____%
Total Other Expenses (after waiver) (3) ____%
Shareholder Services Fee (2) ____%
Total Fund Operating Expenses (4) ____%
(1) The estimated management fee has been reduced to reflect the
anticipated voluntary waiver by the adviser. The adviser may
terminate this voluntary waiver at any time at its sole
discretion. The maximum management fee is ____%.
(2) As of the date of this prospectus, the Fund is not paying or
accruing 12b-1 fees or shareholder services fees. The Fund will
not accrue or pay 12b-1 fees or shareholder services fees until a
separate class of shares has been created for certain
institutional investors. The Fund can pay up to ____% as a 12b-1
fee and up to ____% as a shareholder servicies fee.
(3) Other expenses are estimated to be ____% absent the
anticipated voluntary waiver by the administrator. The
administrator may terminate this voluntary waiver at any time at
its sole discretion.
(4) Total Fund Operating Expenses are anticipated to be ____%
absent the voluntary waivers described above in notes 1 and 3.
THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER
OF THE FUND WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE
COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "DG
INVESTOR SERIES INFORMATION" AND "INVESTING IN THE FUND." Wire-
transferred redemptions of less than $5,000 may be subject to
additional fees.
EXAMPLE 1 year 3 years
You would pay the following expenses
on a $1,000 investment assuming
(1) 5% annual return and (2) redemption
at the end of each time period. The
Fund charges no redemption fees....... $__ $__
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE SHOWN. THIS EXAMPLE IS BASED ON ESTIMATED DATA FOR
THE FUND'S FISCAL YEAR ENDING FEBRUARY 28, 1995.
GENERAL INFORMATION
The Trust was established as a Massachusetts business trust under
a Declaration of Trust dated February 7, 1992. The Declaration
of Trust permits the Trust to offer separate series of shares of
beneficial interest representing interests in separate portfolios
of securities. The shares in any one portfolio may be offered in
separate classes.
Shares of the Fund are designed for retail and trust customers of
Deposit Guaranty National Bank and Commercial National Bank and
their affiliates as a convenient means of participating in a
professionally managed, diversified portfolio consisting
primarily of equity securities. A minimum initial investment of
$1,000 is required.
Fund shares are sold at net asset value plus an applicable sales
charge and are redeemed at net asset value.
INVESTMENT INFORMATION
INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide capital
appreciation. The investment objective cannot be changed without
approval of shareholders. While there is no assurance that the
Fund will achieve its investment objective, it endeavors to do so
by following the investment policies described in this
prospectus.
INVESTMENT POLICIES
The Fund pursues its investment objective by investing primarily
in a portfolio of equity securities comprising the small
capitalization sector of the United States equity market. In the
investment adviser's opinion, small capitalization stocks have
special value in the marketplace and can provide greater growth
of principal than large capitalization stocks. The Fund attempts
to select companies with potential for above-average capital
appreciation commensurate with increased risk. Under normal
market conditions, the Fund intends to invest at least 65% of its
total assets in equity securities of companies that have a market
value capitalization of less than $1 billion.
Unless indicated otherwise, the investment policies of the Fund
may be changed by the Board of Trustees ("Trustees") without the
approval of shareholders. Shareholders will be notified before
any material change in these policies becomes effective.
ACCEPTABLE INVESTMENTS. In pursuing its investment objective,
the Fund will employ investment strategies that utilize a
fundamental growth-oriented approach along with technical
analysis and relative valuation to select the small
capitalization stocks which will comprise the Fund's investment
portfolio.
Acceptable investments include, but are not limited to:
. common stock of U.S. companies which are either listed on the
New York or American Stock Exchange or traded in over-the-
counter markets, preferred stock of such companies, warrants,
and preferred stock convertible into common stock of such
companies;
. convertible bonds rated at least BBB by Standard & Poor's
Corporation ("Standard & Poor's") or Fitch Investors Service,
Inc. ("Fitch") or at least Baa by Moody's Investors Service,
Inc. ("Moody's") or, if not rated, are determined by the
adviser to be of comparable quality;
. investments in American Depository Receipts ("ADRs") of
foreign companies traded on the New York Stock Exchange or in
the over-the-counter market;
. money market instruments;
. fixed rate notes, bonds and adjustable and variable rate
notes of companies whose common stock it may acquire rated BBB
or better by Standard & Poor's or Baa or better by Moody's;
. zero coupon convertible securities;
. securities of other investment companies; and
. obligations, including certificates of deposit and bankers'
acceptances, of banks or savings and loan associations having
at least $1 billion in deposits as of the date of their most
recently published financial statements and which are insured
by the Bank Insurance Fund or the Savings Association
Insurance Fund, both of which are administered by the Federal
Deposit Insurance Corporation, including U.S. branches of
foreign banks and foreign branches of U.S. banks.
REPURCHASE AGREEMENTS. Certain securities in which the Fund
invests may be purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell
U.S. government securities to the Fund and agree at the time of
sale to repurchase them at a mutually agreed upon time and price.
To the extent that the seller does not repurchase the securities
from the Fund, the Fund could receive less than the repurchase
price on any sale of such securities.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund will limit its investment in other investment companies
to no more than 3% of the total outstanding voting stock of any
investment company, will not invest more than 5% of its total
assets in any one investment company, or invest more than 10% of
its total assets in investment companies in general. The Fund
will purchase securities of closed-end investment companies only
in open-market transactions involving only customary broker's
commissions. However, these limitations are not applicable if
the securities are acquired in a merger, consolidation, or
acquisition of assets. It should be noted that investment
companies incur certain expenses, such as management fees, and,
therefore, any investment by a fund in shares of another
investment company would be subject to such duplicate expenses.
The Fund will invest in other investment companies primarily for
the purpose of investing its short-term cash on a temporary
basis. The adviser will waive its investment advisory fee on
assets invested in securities of open-end investment companies.
SECURITIES OF FOREIGN ISSUERS. The Fund may invest in securities
of foreign issuers traded on the New York or American Stock
Exchange or in the over-the-counter market in the form of
depositary receipts. Securities of a foreign issuer may present
greater risks in the form of nationalization, confiscation,
domestic marketability, or other national or international
restrictions. As a matter of practice, the Fund will not invest
in the securities of a foreign issuer if any such risk appears to
the investment adviser to be substantial.
PUT AND CALL OPTIONS. The Fund may purchase put options on its
portfolio securities as a hedge to attempt to protect securities
which the Fund holds, or will be purchasing, against decreases in
value. The Fund may also write (sell) call options on all or any
portion of its portfolio to generate income for the Fund. The
Fund will write call options on securities either held in its
portfolio or which it has the right to obtain without payment of
further consideration or for which it has segregated cash or U.S.
government securities in the amount of any additional
consideration.
The Fund may purchase and write over-the-counter options on
portfolio securities in negotiated transactions with the buyers
or writers of the options when options on the portfolio
securities held by the Fund are not traded on an exchange. The
Fund purchases and writes options only with investment dealers
and other financial institutions (such as commercial banks or
savings and loan associations) deemed creditworthy by the Fund's
adviser.
Over-the-counter options are two-party contracts with price and
terms negotiated between buyer and seller. In contrast, exchange-
traded options are third-party contracts with standardized strike
prices and expiration dates and are purchased from a clearing
corporation. Exchange-traded options have a continuous liquid
market, while over-the-counter options may not.
FUTURES CONTRACTS AND OPTIONS ON FUTURES. The Fund may purchase
and sell financial futures and stock index futures contracts to
hedge all or a portion of its portfolio against changes in the
price of its portfolio securities, but will not engage in futures
transactions for speculative purposes.
The Fund may also write call options and purchase put options on
financial futures and stock index futures contracts as a hedge to
attempt to protect securities in its portfolio against decreases
in value.
The Fund may not purchase or sell futures contracts or related
options if immediately thereafter the sum of the amount of margin
deposits on the Fund's existing futures positions and premiums
paid for related options would exceed 5% of the market value of
the Fund's total assets.
RISKS. When the Fund writes a call option, the Fund risks not
participating in any rise in the value of the underlying
security. In addition, when the Fund uses futures and options on
futures as hedging devices, there is a risk that the prices of
the securities subject to the futures contracts may not correlate
perfectly with the prices of the securities in the Fund's
portfolio. This may cause the futures contract and any related
options to react differently than the portfolio securities to
market changes. In addition, the Fund's investment adviser could
be incorrect in its expectations about the direction or extent of
market factors, such as interest rate and stock price movements.
In these events, the Fund may lose money on the futures contract
or option.
It is not certain that a secondary market for positions in
futures contracts or options will exist at all times. Although
the investment adviser will consider liquidity before entering
into options transactions, there is no assurance that a liquid
secondary market will exist for any particular futures contract
or option at any particular time. The Fund's ability to
establish and close out futures and options positions depends on
this secondary market.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may
purchase portfolio securities on a when-issued or delayed
delivery basis. These transactions are arrangements in which the
Fund purchases securities with payment and delivery scheduled for
a future time. In when-issued and delayed delivery transactions,
the Fund relies on the seller to complete the transaction. The
seller's failure to complete the transaction may cause the Fund
to miss a price or yield considered to be advantageous.
LENDING OF PORTFOLIO SECURITIES. In order to generate additional
income, the Fund may lend portfolio securities on a short-term or
long-term basis, or both, to broker/dealers, banks, or other
institutional borrowers of securities. The Fund will only enter
into loan arrangements with broker/dealers, banks, or other
institutions which the adviser has determined are creditworthy
under guidelines established by the Trustees, and will receive
collateral in the form of cash or U.S. government securities
equal to at least 100% of the value of the securities loaned at
all times.
TEMPORARY INVESTMENTS. For defensive purposes only, the Fund may
also invest temporarily in cash and short-term obligations during
times of unusual market conditions and to maintain liquidity.
These investments may include obligations such as:
commercial paper rated A-1 or A-2 by Standard & Poor's
Corporation, Prime-1 or Prime-2 by Moody's Investors Service,
Inc., or F-1 or F-2 by Fitch Investors Service, Inc.;
obligations of the U.S. government or its agencies or
instrumentalities; and
repurchase agreements.
INVESTMENT CONSIDERATIONS
As with other mutual funds that invest primarily in equity
securities, the Fund is subject to market risks. That is, the
possibility exists that common stocks will decline over short or
even extended periods of time. The United States equity market
tends to be cyclical, experiencing both periods when stock prices
generally increase and periods when stock prices generally
decrease. However, because the Fund invests primarily in small
capitalization stocks, there are some additional risk factors
associated with investments in the Fund. In particular, stocks
in the small capitalization sector of the United States equity
market have historically been more volatile in price than larger
capitalization stocks, such as those included in the Standard &
Poor's 500 Composite Stock Price Index ("Standard & Poor's 500
Index"). This is because, among other things, small companies
have less certain growth prospects than larger companies; have a
lower degree of liquidity in the equity market; and tend to have
a greater sensitivity to changing economic conditions. Further,
in addition to exhibiting greater volatility, the stocks of small
companies may, to some degree, fluctuate independently of the
stocks of large companies. That is, the stocks of small
companies may decline in price as the prices of large company
stocks rise or vice versa. Therefore, investors should expect
that the Fund will be more volatile than, and may fluctuate
independently of, broad stock market indices such as the Standard
& Poor's 500 Index.
Bonds rated "BBB" by Standard & Poor's or "Baa" by Moody's have
speculative characteristics. Changes in economic conditions or
other circumstances are more likely to lead to weakened capacity
to make principal and interest payments than higher rated bonds.
PORTFOLIO TURNOVER
Although the Fund does not intend to invest for the purpose of
seeking short-term profits, securities in the portfolio will be
sold whenever the investment adviser believes it is appropriate
to do so in light of the Fund's investment objectives, without
regard to the length of time a particular security may have been
held. The investment adviser anticipates that the Fund's
portfolio turnover rate will not exceed 200%. A high portfolio
turnover rate may lead to increased costs and may also result in
higher taxes paid by the Fund's shareholders.
INVESTMENT LIMITATIONS
The Fund will not:
borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for
a percentage of its cash value with an agreement to buy it back
on a set date) or pledge securities except, under certain
circumstances, the Fund may borrow money and engage in reverse
repurchase agreements in amounts up to one-third of the value of
its total assets and pledge up to 15% of the value of its total
assets to secure such borrowings.
The above limitation cannot be changed without shareholder
approval. The following limitations, however, may be changed by
the Trustees without shareholder approval. Shareholders will be
notified before any material change in these limitations becomes
effective.
The Fund will not:
invest more than 15% of its net assets in illiquid securities,
including repurchase agreements providing for settlement more
than seven days after notice, over-the-counter options and
certain restricted securities not determined by the Trustees to
be liquid; or
invest more than 5% of the Fund's net assets in warrants;
however, no more than 2% of this 5% may be warrants which are not
listed on the New York or American Stock Exchange.
DG INVESTOR SERIES INFORMATION
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees.
The Trustees are responsible for managing the Trust's business
affairs and for exercising all of the powers of the Trust except
those reserved for the shareholders. The Executive Committee of
the Board of Trustees handles the Trustees' responsibilities
between meetings of the Trustees.
INVESTMENT ADVISER. Pursuant to an investment advisory contract
with the Trust, investment decisions for the Fund are made by
Deposit Guaranty National Bank, the Fund's investment adviser
(the "Adviser"), subject to direction by the Trustees. The
Adviser, in consultation with the sub-adviser, continually
conducts investment research and supervision for the Fund and is
responsible for the purchase and sale of portfolio instruments.
ADVISORY FEES. The Fund's Adviser receives an annual investment
advisory fee equal to 0.95 of 1% of the Fund's average daily net
assets. The fee paid by the Fund, while higher than the advisory
fee paid by other mutual funds in general, is comparable to fees
paid by other mutual funds with similar objective and policies.
The investment advisory contract provides for the voluntary
reimbursement of expenses by the Adviser to the extent any Fund
expenses exceed such lower expense limitation as the Adviser may,
by notice to the Fund, voluntarily declare to be effective. The
Adviser can terminate this voluntary reimbursement of expenses at
any time at its sole discretion. The Adviser has undertaken to
reimburse the Fund for operating expenses in excess of
limitations established by certain states.
ADVISER'S BACKGROUND. Deposit Guaranty National Bank, a national
banking association formed in 1925, is a subsidiary of Deposit
Guaranty Corp ("DGC"). Through its subsidiaries and affiliates,
DGC offers a full range of financial services to the public,
including commercial lending, depository services, cash
management, brokerage services, retail banking, mortgage banking,
investment advisory services and trust services.
As of December 31, 1993, the Trust Division of Deposit Guaranty
National Bank had approximately $9 billion under administration,
of which it had investment discretion over $1.4 billion. Deposit
Guaranty National Bank has served as the Trust's investment
adviser since May 5, 1992.
SUB-ADVISER. Under the terms of a sub-advisory agreement between
Deposit Guaranty National Bank and Commercial National Bank (the
"Sub-Adviser"), the Sub-Adviser will furnish to the Adviser such
investment advice, statistical and other factual information as
may be requested by the Adviser. The portfolio managers from the
Trust Divisions of Deposit Guaranty National Bank and Commercial
National Bank will form an investment committee (the "DG Asset
Management Group") to discuss investment strategies and evaluate
securities and the economic outlook.
SUB-ADVISORY FEES. For its services under the sub-advisory
agreement, the Sub-Adviser receives an annual fee from the
Adviser equal to 0.25 of 1% of the average daily net assets of
the Fund. The sub-advisory fee is accrued daily and paid
monthly. In the event that the fee due from the Trust to the
Adviser on behalf of the Fund is reduced in order to meet expense
limitations imposed on the Fund by state securities laws and
regulations, the sub-advisory fee will be reduced by one-half of
said reduction in the fee due from the Trust to the Adviser on
behalf of the Fund. Notwithstanding any other provision in the
sub-advisory agreement, the Sub-Adviser may, from time to time
and for such periods as it deems appropriate, reduce its
compensation (and, if appropriate, assume expenses of the Fund or
class of the Fund) to the extent that the Fund's expenses exceed
such lower expense limitation as the Sub-Adviser may, by notice
to the Trust on behalf of the Fund, voluntarily declare to be
effective.
SUB-ADVISER'S BACKGROUND. Commercial National Bank, a national
banking association which received its charter in 1886, is a
subsidiary of DGC. As of December 31, 1993, the Trust Division
at Commercial National Bank had approximately $1.2 billion in
trust assets under administration, for which it had investment
discretion over $1 billion. Commercial National Bank has served
as sub-adviser to DG Government Income Fund, DG Limited Term
Government Income Fund and DG Equity Fund since July 20, 1992.
It has served as sub-adviser to DG Municipal Income Fund since
December 12, 1992, and to the Fund since May 25, 1994. All of
these funds are portfolios of the Trust.
William A. Womack is a Vice President and Trust Investment
Officer, and has been with Deposit Guaranty National Bank for ten
years. Mr. Womack spent eight years prior to joining Deposit
Guaranty in the investment brokerage business. A graduate of
Louisiana State University, he received a B.S. in Finance, with a
minor in Economics. Mr. Womack is a member of the Mississippi
Chapter of the Society of Financial Analysts. Mr. Womack has
managed the Fund since July __, 1994 (the inception of the Fund).
He also manages the DG Municipal Income Fund.
DISTRIBUTION OF FUND SHARES
Federated Securities Corp. is the principal distributor for
shares of the Fund. It is a Pennsylvania corporation organized
on November 14, 1969, and is the principal distributor for a
number of investment companies. Federated Securities Corp. is a
subsidiary of Federated Investors.
DISTRIBUTION PLAN. Under a distribution plan adopted in
accordance with the Investment Company Act Rule 12b-1 (the
"Plan"), the Fund will pay to the distributor an amount computed
at an annual rate of 0.35 of 1% of the average daily net asset
value of the Fund to finance any activity which is principally
intended to result in the sale of shares subject to the Plan.
The Fund will not accrue or pay 12b-1 fees until a separate class
of shares has been created for certain institutional investors.
The distributor may from time to time and for such periods as it
deems appropriate, voluntarily reduce its compensation under the
Plan to the extent the expenses attributable to the shares exceed
such lower expense limitation as the distributor may, by notice
to the Trust, voluntarily declare to be effective.
The distributor may select financial institutions such as banks,
fiduciaries, custodians for public funds, investment advisers,
and broker/dealers ("brokers") to provide distribution and/or
administrative services as agents for their clients or customers.
Administrative services may include, but are not limited to, the
following functions: providing office space, equipment, telephone
facilities, and various clerical, supervisory, computer, and
other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase
and redemption transactions and automatic investments of client
account cash balances; answering routine client inquiries;
assisting clients in changing dividend options, account
designations, and addresses; and providing such other services as
may reasonably be requested.
The distributor will pay financial institutions a fee based upon
shares subject to the Plan and owned by their clients or
customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by
the distributor.
The Fund's Plan is a compensation type plan. As such, the Fund
makes no payments to the distributor except as described above.
Therefore, the Fund does not pay for unreimbursed expenses of the
distributor, including amounts expended by the distributor in
excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess
amounts expended, or the distributor's overhead expenses.
However, the distributor may be able to recover such amounts or
may earn a profit from future payments made by the Fund under the
Plan.
The Glass-Steagall Act prohibits a depository institution (such
as a commercial bank or a savings and loan association) from
being an underwriter or distributor of most securities. In the
event the Glass-Steagall Act is deemed to prohibit depository
institutions from acting in the administrative capacities
described above or should Congress relax current restrictions on
depository institutions, the Trustees will consider appropriate
changes in the services.
State securities laws governing the ability of depository
institutions to act as underwriters or distributors of securities
may differ from interpretations given to the Glass-Steagall Act
and, therefore, banks and financial institutions may be required
to register as dealers pursuant to state laws.
SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay
financial institutions a fee with respect to the average net
asset value of Shares held by their customers for providing
administrative services. This fee, if paid, will be reimbursed
by the Adviser and not the Fund.
ADMINISTRATION OF THE FUND
ADMINISTRATIVE SERVICES. Federated Administrative Services,
which is a subsidiary of Federated Investors, provides the Fund
with the administrative personnel and services necessary to
operate the Fund. Such services include shareholder servicing
and certain legal and accounting services. Federated
Administrative Services provides these at an annual rate as
specified below:
Maximum Average Aggregate Daily
Administrative Fee Net Assets of the Trust
.150 of 1% on the first $250 million
.125 of 1% on the next $250 million
.100 of 1% on the next $250 million
.075 of 1% on assets in excess of $750 million
The administrative fee received during any fiscal year shall
aggregate at least $100,000 per Fund. Federated Administrative
Services may choose voluntarily to waive a portion of its fee at
any time.
SHAREHOLDER SERVICES PLAN. The Fund has adopted a Shareholder
Services Plan (the "Services Plan") with respect to the shares.
Under the Services Plan, financial institutions will enter into
shareholder service agreements with the Fund to provide
administrative support services to their customers who from time
to time may be owners of record or beneficial owners of the
shares. In return for providing these support services, a
financial institution may receive payments from the Fund at a
rate not exceeding 0.15% of the average daily net assets of the
shares beneficially owned by the financial institution's
customers for whom it is holder of record or with whom it has a
servicing relationship. These administrative services may
include, but are not limited to, the provision of personal
services and maintenance of shareholder accounts. The Fund will
not accrue or pay shareholder services fees until a separate
class of shares has been added for certain institutional
investors.
CUSTODIAN. State Street Bank and Trust Company ("State Street
Bank"), Boston, Massachusetts, is custodian for the securities
and cash of the Fund.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND SHAREHOLDER
SERVICING AGENT. Federated Services Company, Pittsburgh,
Pennsylvania, is transfer agent for the shares of the Fund,
dividend disbursing agent for the Fund, and shareholder servicing
agent for the Fund.
LEGAL COUNSEL. Legal counsel for the Fund is provided by
Houston, Houston & Donnelly, Pittsburgh, Pennsylvania, and
Dickstein, Shapiro & Morin, Washington, D.C.
INDEPENDENT AUDITORS. The independent auditors for the Fund are
KPMG Peat Marwick, Pittsburgh, Pennsylvania.
BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and
sale of portfolio instruments, the Adviser looks for prompt
execution of the order at a favorable price. In working with
dealers, the Adviser will generally utilize those who are
recognized dealers in specific portfolio instruments, except when
a better price and execution of the order can be obtained
elsewhere. In selecting among firms believed to meet these
criteria, the Adviser may give consideration to those firms which
have sold or are selling shares of the Fund and other funds
distributed by Federated Securities Corp. The Adviser makes
decisions on portfolio transactions and selects brokers and
dealers subject to review by the Trustees.
EXPENSES OF THE FUND
The Fund pays all of its own expenses and its allocable share of
Trust expenses. The expenses borne by the Fund include, but are
not limited to, the cost of: organizing the Trust and continuing
its existence; Trustee fees; investment advisory and
administrative services; printing prospectuses and other Fund
documents for shareholders; registering the Trust, the Fund, and
shares of the Fund with federal and state securities authorities;
taxes and commissions; issuing, purchasing, repurchasing, and
redeeming shares; fees for custodians, transfer agents, dividend
disbursing agents, shareholder servicing agents, and registrars;
printing, mailing, auditing, accounting, and legal expenses;
reports to shareholders and governmental agencies; meetings of
Trustees and shareholders and proxy solicitations therefor;
insurance premiums; association membership dues; and such non-
recurring and extraordinary items as may arise. However, the
Adviser may voluntarily waive some expenses and has, in addition,
undertaken to reimburse the Fund, up to the amount of the
advisory fee, the amount by which operating expenses exceed
limitations imposed by certain states.
NET ASSET VALUE
The Fund's net asset value per share fluctuates. It is
determined by dividing the sum of the market value of all
securities and other assets, less liabilities, by the number of
shares outstanding.
INVESTING IN THE FUND
SHARE PURCHASES
Fund shares are sold on days on which the New York Stock Exchange
and the Federal Reserve Wire System are open for business. Fund
shares may be ordered by telephone through procedures established
with Commercial National Bank and Deposit Guaranty National Bank
(collectively, the "Banks") in connection with qualified account
relationships. Such procedures may include arrangements under
which certain accounts are swept periodically and amounts
exceeding an agreed-upon minimum are invested automatically in
Fund shares. Texas residents must purchase shares of the Fund
through Federated Securities Corp. at 1-800-356-2805. The Fund
reserves the right to reject any purchase request.
THROUGH THE BANKS. To place an order to purchase Fund shares,
open an account by calling Deposit Guaranty National Bank at
(800) 748-8500 or Commercial National Bank at (800) 274-1907.
Information needed to establish the account will be taken over
the telephone.
Payment may be made by either check, federal funds or by debiting
a customer's account at the Banks. Purchase orders must be
received by 4:00 p.m. (Eastern time). Payment is required before
4:00 p.m. on the next business day in order to earn dividends for
that day.
MINIMUM INVESTMENT REQUIRED
The minimum initial investment in the Fund is $1,000. Subsequent
investments may be in any amounts of $100 or more. The Fund may
waive the initial minimum investment for employees of DGC and its
affiliates from time to time.
WHAT SHARES COST
Fund shares are sold at their net asset value next determined
after an order is received, plus a sales charge as follows:
Sales Charge as a Sales Charge as a
Percentage of Public Percentage of
Net
Amount of Transaction Offering Price Asset Value
Less than $100,000 2.00% 2.04%
$100,000 but less than $250,000 1.75% 1.78%
$250,000 but less than $500,000 1.50% 1.52%
$500,000 but less than $750,000 1.25% 1.27%
$750,000 but less than $1 million 1 .00% 1.01%
$1 million but less than $2
million 0.50% 0.50%
$2 million or more 0.25% 0.25%
The net asset value is determined at 4:00 p.m. (Eastern time),
Monday through Friday, except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio
securities that its net asset value might be materially affected;
(ii) days during which no shares are tendered for redemption and
no orders to purchase shares are received; or (iii) the following
holidays: New Year's Day, Martin Luther King Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veterans' Day, Thanksgiving Day and Christmas Day.
PURCHASES AT NET ASSET VALUE. Shares of the Fund may be
purchased at net asset value, without a sales charge by: the
Trust Division of the Banks for funds which are held in a
fiduciary, agency, custodial or similar capacity; Trustees and
employees of the Fund, the Banks or Federated Securities Corp. or
their affiliates and their spouses and children under 21; or any
bank or investment dealer who has a sales agreement with
Federated Securities Corp. with regard to the Fund.
SALES CHARGE REALLOWANCE. For sales of shares of the Fund, the
Banks or any authorized dealer will normally receive up to 85% of
the applicable sales charge. Any portion of the sales charge
which is not paid to the Banks or authorized dealers will be
retained by the distributor. However, the distributor will,
periodically, uniformly offer to pay additional amounts in the
form of cash or promotional incentives consisting of trips to
sales seminars at luxury resorts, tickets or other such items, to
all dealers selling shares of the Fund. Such payments, all or a
portion of which may be paid from the sales charge it normally
retains or any other source available to it, will be predicated
upon the amount of shares of the Fund that are sold by the
dealer.
The sales charge for shares sold other than through the Banks or
authorized dealers will be retained by the distributor. The
distributor may pay fees to the Banks out of the sales charge in
exchange for sales and/or administrative services performed on
behalf of the Banks' customers in connection with the initiation
of customer accounts and purchases of Fund shares.
REDUCING THE SALES CHARGE
The sales charge can be reduced on the purchase of Fund shares
through:
. quantity discounts and accumulated purchases;
. signing a 13-month letter of intent;
. using the reinvestment privilege; or
. concurrent purchases.
QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES. As shown in the
table above, larger purchases reduce the sales charge paid. The
Fund will combine purchases made on the same day by the investor,
his spouse, and his children under age 21 when it calculates the
sales charge. In addition, the sales charge, if applicable, is
reduced for purchases made at one time by a trustee or fiduciary
for a single trust estate or a single fiduciary account.
If an additional purchase of Fund shares is made, the Fund will
consider the previous purchase still invested in the Fund. For
example, if a shareholder already owns shares having a current
value at the public offering price of $90,000 and he purchases
$10,000 more at the current public offering price, the sales
charge on the additional purchase according to the schedule now
in effect would be 1.75%, not 2.00%.
To receive the sales charge reduction, Federated Securities Corp.
must be notified by the shareholder in writing or by the Banks at
the time the purchase is made that Fund shares are already owned
or that purchases are being combined. The Fund will reduce the
sales charge after it confirms the purchases.
LETTER OF INTENT. If a shareholder intends to purchase at least
$100,000 of shares in the funds in the Trust over the next 13
months, the sales charge may be reduced by signing a letter of
intent to that effect. This letter includes a provision for a
sales charge adjustment depending on the amount actually
purchased within the 13-month period and a provision for the
custodian to hold 2.00% of the total amount intended to be
purchased in escrow (in shares) until such purchase is completed.
The 2.00% held in escrow will be applied to the shareholder's
account at the end of the 13-month period unless the amount
specified in the letter of intent is not purchased. In this
event, an appropriate number of escrowed shares may be redeemed
in order to realize the difference in the sales charge.
This letter of intent will not obligate the shareholder to
purchase shares, but if he does, each purchase during the period
will be at the sales charge applicable to the total amount
intended to be purchased. This letter may be dated as of a prior
date to include any purchases made within the past 90 days.
REINVESTMENT PRIVILEGE. If shares in the Fund have been
redeemed, the shareholder has a one-time right, within 30 days,
to reinvest the redemption proceeds at the next-determined net
asset value without any sales charge. Federated Securities Corp.
must be notified by the shareholder in writing or by the Banks of
the reinvestment in order to eliminate a sales charge. If the
shareholder redeems his shares in the Fund, there may be tax
consequences.
CONCURRENT PURCHASES. For purposes of qualifying for a sales
charge reduction, a shareholder has the privilege of combining
concurrent purchases of two or more funds in the Trust, the
purchase price of which includes a sales charge. For example, if
a shareholder concurrently invested $30,000 in one of the other
funds in the Trust with a sales charge and $70,000 in this Fund,
the sales charge would be reduced.
To receive this sales charge reduction, Federated Securities
Corp. must be notified by the shareholder in writing or by the
Banks at the time the concurrent purchases are made. The Fund
will reduce the sales charge after it confirms the purchases.
SYSTEMATIC INVESTMENT PROGRAM
Once an account has been opened, shareholders may add to their
investment on a regular basis in a minimum amount of $100. Under
this program, funds may be automatically withdrawn periodically
from the shareholder's checking account and invested in Fund
shares. A shareholder may apply for participation in this
program through the Banks.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Fund, Federated Services Company
maintains a share account for each shareholder. Share
certificates are not issued unless requested by contacting the
Fund.
Detailed confirmations of each purchase or redemption are sent to
each shareholder. Quarterly confirmations are sent to report
dividends paid during the quarter.
DIVIDENDS AND DISTRIBUTIONS
Dividends are declared quarterly and paid quarterly.
Distribution of any realized long-term capital gains will be made
at least once every twelve months. Dividends are automatically
reinvested in additional shares of the Fund on payment dates at
the ex-dividend date's net asset value without a sales charge,
unless cash payments are requested by writing to the Fund or the
Banks, as appropriate.
EXCHANGING SECURITIES FOR FUND SHARES
Investors may exchange certain securities or a combination of
certain securities and cash for Fund shares. The Fund reserves
the right to determine the acceptability of securities to be
exchanged. On the day securities are accepted by the Fund, they
are valued in the same manner as the Fund values its assets
unless such securities are to be acquired in a bona fide
reorganization, statutory merger, or similar transaction. Such
securities must meet the investment objective and policies of the
Fund, must be liquid and must not be subject to restrictions on
resale. Investors wishing to exchange securities should first
contact the Banks.
EXCHANGE PRIVILEGE
DG INVESTOR SERIES
All shareholders of the Fund are shareholders of DG Investor
Series. Shareholders in the Fund have easy access to the other
portfolios of DG Investor Series.
EXCHANGING SHARES
Shareholders of the Fund may exchange shares of the Fund for
shares of the other funds in DG Investor Series. In addition,
shares of the Fund may also be exchanged for certain other funds
distributed by Federated Securities Corp. that are not advised by
the Banks ("Federated Funds"). For further information on the
availability of Federated Funds for exchanges, please call
Deposit Guaranty National Bank at (800) 748-8500 or Commercial
National Bank at (800) 274-1907. Shares of funds with a sales
charge may be exchanged at net asset value for shares of other
funds with an equal sales charge or no sales charge. Shares of
the funds with no sales charge acquired by direct purchase or
reinvestment of dividends on such shares may be exchanged for
shares of funds with a sales charge at net asset value plus the
applicable sales charge.
When an exchange is made from a fund with a sales charge to a
fund with no sales charge, the shares exchanged and additional
shares which have been purchased by reinvesting dividends on such
shares retain the character of the exchanged shares for purposes
of exercising further exchange privileges; thus, an exchange of
such shares for shares of a fund with a sales charge would be at
net asset value.
Prior to any exchange, the shareholder must receive a copy of the
current prospectus of the fund into which an exchange is to be
effected.
The exchange privilege is available to shareholders residing in
any state in which the fund shares being acquired may legally be
sold. Upon receipt of proper instructions and all necessary
supporting documents, shares submitted for exchange will be
redeemed at the next-determined net asset value. Written
exchange instructions may require a signature guarantee.
Exercise of this privilege is treated
as a sale for federal income tax purposes and, depending on the
circumstances, a short or long-term capital gain or loss may be
realized. The exchange privilege may be terminated at any time.
Shareholders will be notified of the termination of the exchange
privilege. A shareholder may obtain further information on the
exchange privilege by calling the Banks. Telephone exchange
instructions may be recorded. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to
unauthorized or fraudulent telephone instructions.
REDEEMING SHARES
Shares are redeemed at their net asset value next determined
after the Banks receive the redemption request. Redemptions will
be made on days on which the Fund computes its net asset value.
Redemption requests cannot be executed on days on which the New
York Stock Exchange is closed or on Federal holidays when wire
transfers are restricted. Requests for redemption can be made by
telephone or by mail.
THROUGH THE BANKS
BY TELEPHONE. A shareholder who is a customer of one of the
Banks may redeem shares of the Fund by calling Deposit Guaranty
National Bank at (800) 748-8500 or Commercial National Bank at
(800) 274-1907. For orders received before 4:00 p.m. (Eastern
time), proceeds will normally be wired the next day to the
shareholder's account at the Banks or a check will be sent to the
address of record. In no event will proceeds be sent more than
seven days after a proper request for redemption has been
received. An authorization form permitting the Fund to accept
telephone requests must first be completed. Authorization forms
and information on this service are available from the Banks.
Telephone redemption instructions may be recorded. If reasonable
procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.
In the event of drastic economic or market changes, a shareholder
may experience difficulty in redeeming by telephone. If such a
case should occur, another method of redemption should be
utilized, such as a written request to Federated Services Company
or the Banks.
If at any time the Fund shall determine it necessary to terminate
or modify this method of redemption, shareholders would be
promptly notified.
BY MAIL. Any shareholder may redeem Fund shares by sending a
written request to the Banks. The written request should include
the shareholder's name, the Fund name, the account number, and
the share or dollar amount requested, and should be signed
exactly as the shares are registered. If share certificates have
been issued, they must be properly endorsed and should be sent by
registered or certified mail with the written request.
Shareholders should call the Banks for assistance in redeeming by
mail.
SIGNATURES. Shareholders requesting a redemption of $50,000 or
more, a redemption of any amount to be sent to an address other
than on record with the Fund, or a redemption payable other than
to the shareholder of record must have signatures on written
redemption requests guaranteed by:
. a trust company or commercial bank whose deposits are insured
by the Bank Insurance Fund, which is administered by the
Federal Deposit Insurance Corporation ("FDIC");
. a member of the New York, American, Boston, Midwest, or
Pacific Stock Exchange;
. a savings bank or savings and loan association whose deposits
are insured by the Savings Association Insurance Fund, which
is administered by the FDIC; or
. any other "eligible guarantor institution," as defined in the
Securities Exchange Act of 1934.
The Fund does not accept signatures guaranteed by a notary
public.
The Fund and Federated Services Company have adopted standards
for accepting signature guarantees from the above institutions.
The Fund may elect in the future to limit eligible signature
guarantors to institutions that are members of a signature
guarantee program. The Fund and Federated Services Company
reserve the right to amend these standards at any time without
notice.
Normally, a check for the proceeds is mailed within one business
day, but in no event more than seven days, after receipt of a
proper written redemption request.
SYSTEMATIC WITHDRAWAL PROGRAM
Shareholders who desire to receive payments of a predetermined
amount may take advantage of the Systematic Withdrawal Program.
Under this program, Fund shares are redeemed to provide for
periodic withdrawal payments in an amount directed by the
shareholder. Depending upon the amount of the withdrawal
payments and the amount of dividends paid with respect to Fund
shares, redemptions may reduce, and eventually deplete, the
shareholder's investment in the Fund. For this reason, payments
under this program should not be considered as yield or income on
the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have an account
value of at least $10,000. A shareholder may apply for
participation in this program through the Banks. Due to the fact
that shares are sold with a sales charge, it is not advisable for
shareholders to be purchasing shares of the Fund while
participating in this program.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances,
the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required
minimum value of $1,000 due to shareholder redemptions. This
requirement does not apply, however, if the balance falls below
$1,000 because of changes in the Fund's net asset value.
Before shares are redeemed to close an account, the shareholder
is notified in writing and allowed 30 days to purchase additional
shares to meet the minimum requirement.
SHAREHOLDER INFORMATION
VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Trustee
elections and other matters submitted to shareholders of the Fund
for vote. All shares of all classes of each Fund in the Trust
have equal voting rights, except that in matters affecting only a
particular Fund or class, only shareholders of that Fund or class
are entitled to vote. As a Massachusetts business trust, the
Trust is not required to hold annual shareholder meetings.
Shareholder approval will be sought only for certain changes in
the Trust or Fund's operation and for the election of Trustees
under certain circumstances.
Trustees may be removed by the shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be
called by the Trustees upon the written request of shareholders
owning at least 10% of all shares of the Trust entitled to vote.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally
liable as partners under Massachusetts law for acts or
obligations of the Trust. To protect shareholders, the Trust has
filed legal documents with Massachusetts that expressly disclaim
the liability of shareholders for such acts or obligations of the
Trust. These documents require notice of this disclaimer to be
given in each agreement, obligation, or instrument the Trust or
its Trustees enter into or sign.
In the unlikely event a shareholder is held personally liable for
the Trust's obligations, the Trust is required by the Declaration
of Trust to use its property to protect or compensate the
shareholder. On request, the Trust will defend any claim made
and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting
from liability as a shareholder will occur only if the Trust
itself cannot meet its obligations to indemnify shareholders and
pay judgments against them from its assets.
EFFECT OF BANKING LAWS
The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company registered under the
Bank Holding Company Act of 1956 or any bank or non-bank
affiliate thereof from sponsoring, organizing or controlling a
registered, open-end investment company continuously engaged in
the issuance of its shares, and from issuing, underwriting, or
distributing securities in general. Such laws and regulations do
not prohibit such a holding company or bank or non-bank affiliate
from acting as investment adviser, transfer agent or custodian to
such an investment company or from purchasing shares of such a
company as agent for and upon the order of their customer. The
Fund's Adviser and Sub-Adviser, Deposit Guaranty National Bank
and Commercial National Bank, respectively, are subject to such
banking laws and regulations.
The Banks believe, based on the advice of counsel, that they may
perform the investment advisory services for the Fund
contemplated by the advisory agreement with the Trust and the sub-
advisory agreement between the Banks without violating the Glass-
Steagall Act or other applicable banking laws or regulations.
Such counsel has pointed out, however, that changes in either
federal or state statutes and regulations relating to the
permissible activities of banks and their subsidiaries or
affiliates, as well as further judicial or administrative
decisions or interpretations of present or future statutes and
regulations, could prevent the Banks from continuing to perform
all or a part of the above services for their customers and/or
the Fund. In such event, changes in the operation of the Fund
may occur, including the possible alteration or termination of
any automatic or other Fund share investment and redemption
services then being provided by the Banks, and the Trustees would
consider alternative investment advisers and other means of
continuing available investment services. It is not expected
that Fund shareholders would suffer any adverse financial
consequences (if another adviser and/or sub-adviser with
equivalent abilities to Deposit Guaranty National Bank and/or
Commercial National Bank are found) as a result of any of these
occurrences.
TAX INFORMATION
FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to
meet requirements of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax
treatment afforded to such companies.
The Fund will be treated as a single, separate entity for federal
income tax purposes so that income (including capital gains) and
losses realized by the Trust's other portfolios, if any, will not
be combined for tax purposes with those realized by the Fund.
Unless otherwise exempt, shareholders are required to pay federal
income tax on any dividends and other distributions received.
This applies whether dividends are received in cash or as
additional shares. The Fund will provide detailed tax
information for reporting purposes.
Shareholders are urged to consult their own tax advisers
regarding the status of their account under state and local tax
laws.
PERFORMANCE INFORMATION
From time to time the Fund advertises its total return and yield.
Total return represents the change over a specified period of
time in the value of an investment in the Fund after reinvesting
all income and capital gains distributions. It is calculated by
dividing that change by the initial investment and is expressed
as a percentage.
The yield of the Fund is calculated by dividing the net
investment income per share (as defined by the Securities and
Exchange Commission) earned by the Fund over a thirty-day period
by the maximum offering price per share of the Fund on the last
day of the period. This number is then annualized using semi-
annual compounding. The yield does not necessarily reflect
income actually earned by the Fund and, therefore, may not
correlate to the dividends or other distributions paid to
shareholders.
The performance information reflects the effect of the maximum
sales load which, if excluded, would increase the total return
and yield.
From time to time, the Fund may advertise its performance using
certain financial publications and/or compare its performance to
certain indices.
ADDRESSES
DG Opportunity Fund Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
Investment Adviser
Deposit Guaranty National Bank P.O. Box 23100
Jackson, Mississippi
39225-3100
Sub-Adviser
Commercial National Bank P.O. Box 21119
Shreveport, Louisiana
71152
Custodian
State Street Bank and Trust Company P.O. Box 1713
Boston, Massachusetts
02105
Transfer Agent, Dividend
Disbursing Agent, and
Shareholder Servicing Agent Federated Investors Tower
Federated Services Company Pittsburgh, Pennsylvania
15222-3779
Legal Counsel
Houston, Houston & Donnelly 2510 Centre City Tower
Pittsburgh, Pennsylvania
15222
Legal Counsel
Dickstein, Shapiro & Morin 2101 L Street, N.W.
Washington, DC
20037
Independent Auditors
KPMG Peat Marwick One Mellon Bank Center
Pittsburgh, Pennsylvania
15219
DG OPPORTUNITY FUND
PROSPECTUS
A Diversified Portfolio of
DG Investor Series, an
Open-End, Management
Investment Company
DEPOSIT GUARANTY NATIONAL
BANK
Jackson, Mississippi
COMMERCIAL NATIONAL BANK
Shreveport, Louisiana
July ____, 1994
FEDERATED SECURITIES CORP.
(LOGO)
Distributor
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
________ (7/94)
DG OPPORTUNITY FUND
(A PORTFOLIO OF DG INVESTOR SERIES)
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information should be read with the
prospectus for DG Opportunity Fund (the "Fund") dated July ___,
1994. This Statement is not a prospectus itself. To receive a
copy of the prospectus, write or call the Fund.
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
Statement dated July___, 1994
FEDERATED SECURITIES CORP.
(LOGO)
Distributor
A subsidiary of FEDERATED INVESTORS
TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THE FUND
INVESTMENT OBJECTIVE AND POLICIES
Types of Investments
Futures and Options Transactions
Futures Contracts
Put Options on Financial Futures Contracts
Call Options on Financial Futures Contracts
"Margin" in Futures Transactions
Purchasing Put Options on Portfolio Securities
Writing Covered Call Options on
Portfolio Securities
Corporate Debt Securities
Repurchase Agreements
Reverse Repurchase Agreements
When-Issued and Delayed Delivery Transactions
Lending of Portfolio Securities
Investment Limitations
DG INVESTOR SERIES MANAGEMENT
Officers and Trustees
The Funds
Fund Ownership
Trustee Liability
INVESTMENT ADVISORY SERVICES
Adviser to the Fund
Advisory Fees
Sub-Adviser to the Fund
Sub-Advisory Fees
ADMINISTRATIVE SERVICES
BROKERAGE TRANSACTIONS
PURCHASING SHARES
Distribution Plan
Conversion to Federal Funds
DETERMINING NET ASSET VALUE
Determining Market Value of Securities
EXCHANGE PRIVILEGE
Requirements for Exchange
Making an Exchange
REDEEMING SHARES
Redemption in Kind
TAX STATUS
The Fund's Tax Status
Shareholders' Tax Status
TOTAL RETURN
YIELD
PERFORMANCE COMPARISONS
APPENDIX
GENERAL INFORMATION ABOUT THE FUND
The Fund is a portfolio in DG Investor Series (the "Trust") which
was established as a Massachusetts business trust under a
Declaration of Trust dated February 7, 1992.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to provide capital
appreciation. The investment objective cannot be changed without
approval of shareholders.
Unless otherwise indicated, the investment policies described
below may be changed by the Board of Trustees (the "Trustees")
without shareholder approval. Shareholders will be notified
before any material change in these policies becomes effective.
TYPES OF INVESTMENTS
Acceptable investments include, among other investments, common
stocks, preferred stocks, convertible securities, zero coupon
convertible securities, money market instruments, corporate
bonds, notes, and put options on stocks.
CONVERTIBLE SECURITIES
Convertible securities are fixed income securities which may be
exchanged or converted into a predetermined number of the
issuer's underlying common stock at the option of the holder
during a specified time period. Convertible securities may take
the form of convertible preferred stock, convertible bonds or
debentures, units consisting of "usable" bonds and warrants, or a
combination of the features of several of these securities. The
investment characteristics of each convertible security vary
widely, which allows convertible securities to be employed for
different investment objectives.
The Fund will exchange or convert the convertible securities held
in its portfolio into shares of the underlying common stock in
instances in which, in the investment adviser's opinion, the
investment characteristics of the underlying common shares will
assist the Fund in achieving its investment objective.
Otherwise, the Fund may hold or trade convertible securities. In
selecting convertible securities for the Fund, the Fund's adviser
evaluates the investment characteristics of the convertible
security as a fixed income instrument and the investment
potential of the underlying equity security for capital
appreciation. In evaluating these matters with respect to a
particular convertible security, the Fund's adviser considers
numerous factors, including the economic and political outlook,
the value of the security relative to other investment
alternatives, trends in the determinants of the issuer's profits,
and the issuer's management capability and practices.
ZERO COUPON CONVERTIBLE SECURITIES
Zero coupon convertible securities are debt securities which are
issued at a discount to their face amount and do not entitle the
holder to any periodic payments of interest prior to maturity.
Rather, interest earned on zero coupon convertible securities
accretes at a stated yield until the security reaches its face
amount at maturity. Zero coupon convertible securities are
convertible into a specific number of shares of the issuer's
common stock. In addition, zero coupon convertible securities
usually have put features that provide the holder with the
opportunity to put the bonds back to the issuer at a stated price
before maturity. Generally, the prices of zero coupon convertible
securities may be more sensitive to market interest rate
fluctuations than conventional convertible securities.
Federal income tax law requires the holder of a zero coupon
convertible security to recognize income with respect to the
security prior to the receipt of cash payments. To maintain its
qualification as a regulated investment company and avoid
liability of federal income taxes, the Fund will be required to
distribute income accrued with respect to zero coupon convertible
securities which it owns, and may have to sell portfolio
securities (perhaps at disadvantageous times) in order to
generate cash to satisfy these distribution requirements.
MONEY MARKET INSTRUMENTS
The Fund may invest in money market instruments of domestic and
foreign banks and savings and loans if they have capital,
surplus, and undivided profits of over $100,000,000, or if the
principal amount of the instrument is insured in full by the Bank
Insurance Fund or the Savings Association Insurance Fund, both of
which are administered by the Federal Deposit Insurance
Corporation.
WARRANTS
Warrants are basically options to purchase common stock at a
specific price (usually at a premium above the market value of
the optioned common stock at issuance) valid for a specific
period of time. Warrants may have a life ranging from less than
a year to twenty years or may be perpetual. However, most
warrants have expiration dates after which they are worthless.
In addition, if the market price of the common stock does not
exceed the warrant's exercise price during the life of the
warrant, the warrant will expire as worthless. Warrants have no
voting rights, pay no dividends, and have no rights with respect
to the assets of the corporation issuing them. The percentage
increase or decrease in the market price of the warrant may tend
to be greater than the percentage increase or decrease in the
market price of the optioned common stock.
FUTURES AND OPTIONS TRANSACTIONS
As a means of reducing fluctuations in the net asset value of
shares of the Fund, the Fund may attempt to hedge all or a
portion of its portfolio by buying and selling financial futures
and stock index futures contracts, buying put options on
portfolio securities and listed put options on futures contracts,
and writing call options on futures contracts. The Fund may also
write covered call options on portfolio securities to attempt to
increase its current income. The Fund will maintain its
positions in securities, option rights, and segregated cash
subject to puts and calls until the options are exercised,
closed, or have expired. An option position on financial futures
contracts may be closed out only on an exchange which provides a
secondary market from options of the same series.
FUTURES CONTRACTS
A futures contract is a firm commitment between the seller, who
agrees to make delivery of the specific type of security called
for in the contract ("going short"), and the buyer, who agrees to
take delivery of the security ("going long") at a certain time in
the future.
When the Fund purchases futures contracts, an amount of cash and
cash equivalents, equal to the underlying commodity value of the
futures contracts (less any related margin deposits), will be
deposited in a segregated account with the Fund's custodian (or
the broker, if legally permitted) to collateralize the position
and thereby insure that the use of such futures contract is
unleveraged.
Financial futures contracts call for the delivery of particular
debt instruments at a certain time in the future. The seller of
the contract agrees to make delivery of the type of instrument
called for in the contract and the buyer agrees to take delivery
of the instrument at the specified future time.
Stock index futures contracts are based on indexes that reflect
the market value of common stock of the firms included in the
indexes. An index futures contract is an agreement pursuant to
which two parties agree to take or make delivery of an amount of
cash equal to the differences between the value of the index at
the close of the last trading day of the contract and the price
at which the index contract was originally written.
PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS
The Fund may purchase listed put options on financial futures
contracts. Unlike entering directly into a futures contract,
which requires the purchaser to buy a financial instrument on a
set date at a specified price, the purchase of a put option on a
futures contract entitles (but does not obligate) its purchaser
to decide on or before a future date whether to assume a short
position at the specified price.
Generally, if the hedged portfolio securities decrease in value
during the term of an option, the related futures contracts will
also decrease in value and the option will increase in value. In
such an event, the Fund will normally close out its option by
selling an identical option. If the hedge is successful, the
proceeds received by the Fund upon the sale of the second option
will be large enough to offset both the premium paid by the Fund
for the original option plus the decrease in value of the hedged
securities.
Alternatively, the Fund may exercise its put option to close out
the position. To do so, it would simultaneously enter into a
futures contract of the type underlying the option (for a price
less than the strike price of the option) and exercise the
option. The Fund would then deliver the futures contract in
return for payment of the strike price. If the Fund neither
closes out nor exercises an option, the option will expire on the
date provided in the option contract, and only the premium paid
for the contract will be lost.
CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS
In addition to purchasing put options on futures, the Fund may
write listed call options on futures contracts to hedge its
portfolio. When the Fund writes a call option on a futures
contract, it is undertaking the obligation of assuming a short
futures position (selling a futures contract) at the fixed strike
price at any time during the life of the option if the option is
exercised. As stock prices fall, causing the prices of futures
to go down, the Fund's obligation under a call option on a future
(to sell a futures contract) costs less to fulfill, causing the
value of the Fund's call option position to increase.
In other words, as the underlying futures price goes down below
the strike price, the buyer of the option has no reason to
exercise the call, so that the Fund keeps the premium received
for the option. This premium can substantially offset the drop
in value of the Fund's fixed income or indexed portfolio which is
occurring as interest rates rise.
Prior to the expiration of a call written by the Fund, or
exercise of it by the buyer, the Fund may close out the option by
buying an identical option. If the hedge is successful, the cost
of the second option will be less than the premium received by
the Fund for the initial option. The net premium income of the
Fund will then substantially offset the decrease in value of the
hedged securities.
The Fund will not maintain open positions in futures contracts it
has sold or call options it has written on futures contracts if,
in the aggregate, the value of the open positions (marked to
market) exceeds the current market value of its securities
portfolio plus or minus the unrealized gain or loss on those open
positions, adjusted for the correlation of volatility between the
hedged securities and the futures contracts. If this limitation
is exceeded at any time, the Fund will take prompt action to
close out a sufficient number of open contracts to bring its open
futures and options positions within this limitation.
"MARGIN" IN FUTURES TRANSACTIONS
Unlike the purchase or sale of a security, the Fund does not pay
or receive money upon the purchase or sale of a futures contract.
Rather, the Fund is required to deposit an amount of "initial
margin" in cash or U.S. Treasury bills with its custodian (or the
broker, if legally permitted). The nature of initial margin in
futures transactions is different from that of margin in
securities transactions in that initial margin in futures
transactions does not involve the borrowing of funds by the Fund
to finance the transactions. Initial margin is in the nature of
a performance bond or good faith deposit on the contract which is
returned to the Fund upon termination of the futures contract,
assuming all contractual obligations have been satisfied.
A futures contract held by the Fund is valued daily at the
official settlement price of the exchange on which it is traded.
Each day the Fund pays or receives cash, called "variation
margin," equal to the daily change in value of the futures
contract. This process is known as "marking to market."
Variation margin does not represent a borrowing or loan by the
Fund but is instead settlement between the Fund and the broker of
the amount one would owe the other if the futures contract
expired. In computing its daily net asset value, the Fund will
mark to market its open futures positions.
The Fund is also required to deposit and maintain margin when it
writes call options on futures contracts.
PURCHASING PUT OPTIONS ON PORTFOLIO SECURITIES
The Fund may purchase put options on portfolio securities to
protect against price movements in particular securities in its
portfolio. A put option gives the Fund, in return for a premium,
the right to sell the underlying security to the writer (seller)
at a specified price during the term of the option.
WRITING COVERED CALL OPTIONS ON PORTFOLIO SECURITIES
The Fund may also write covered call options to generate income.
As writer of a call option, the Fund has the obligation upon
exercise of the option during the option period to deliver the
underlying security upon payment of the exercise price. The Fund
may only sell call options either on securities held in its
portfolio or on securities which it has the right to obtain
without payment of further consideration (or has segregated cash
in the amount of any additional consideration).
CORPORATE DEBT SECURITIES
Corporate debt securities may bear fixed, fixed and contingent,
or variable rates of interest. They may involve equity features
such as conversion or exchange rights, warrants for the
acquisition of common stock of the same or different issuer,
participations based on revenues, sales, or profits, or the
purchase of common stock in a unit transaction (where corporate
debt securities and common stock are offered as a unit).
REPURCHASE AGREEMENTS
The Fund or its custodian will take possession of the securities
subject to repurchase agreements and these securities will be
marked to market daily. To the extent that the original seller
does not repurchase the securities from the Fund, the Fund could
receive less than the repurchase price on any sale of such
securities. In the event that such a defaulting seller filed for
bankruptcy or became insolvent, disposition of such securities by
the Fund might be delayed pending court action. The Fund
believes that under the regular procedures normally in effect for
custody of the Fund's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in favor
of the Fund and allow retention or disposition of such
securities. The Fund will only enter into repurchase agreements
with banks and other recognized financial institutions, such as
broker/dealers, which are found by the Fund's adviser to be
creditworthy pursuant to guidelines established by the Board of
Trustees ("Trustees").
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements.
These transactions are similar to borrowing cash. In a reverse
repurchase agreement, the Fund transfers possession of a
portfolio instrument to another person, such as a financial
institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a
stipulated date in the future the Fund will repurchase the
portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate.
When effecting reverse repurchase agreements, liquid assets of
the Fund, in a dollar amount sufficient to make payment for the
obligations to be purchased, are segregated at the trade date.
These securities are marked to market daily and maintained until
the transaction is settled.
The use of reverse repurchase agreements may enable the Fund to
avoid selling portfolio instruments at a time when a sale may be
deemed to be disadvantageous, but the ability to enter into
reverse repurchase agreements does not ensure that the Fund will
be able to avoid selling portfolio instruments at a
disadvantageous time.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are arrangements in which the Fund purchases
securities with payment and delivery scheduled for a future time.
The Fund engages in when-issued and delayed delivery transactions
only for the purpose of acquiring portfolio securities consistent
with the Fund's investment objectives and policies, not for
investment leverage.
These transactions are made to secure what is considered to be an
advantageous price and yield for the Fund. Settlement dates may
be a month or more after entering into these transactions, and
the market values of the securities purchased may vary from the
purchase prices.
No fees or other expenses, other than normal transaction costs,
are incurred. However, liquid assets of the Fund sufficient to
make payment for the securities to be purchased are segregated at
the trade date. These securities are marked to market daily and
maintained until the transaction is settled. The Fund may engage
in these transactions to an extent that would cause the
segregation of an amount up to 20% of the total value of the
assets.
During the current year, the Fund does not anticipate investing
more than 10% of its total assets in when-issued and delayed
delivery transactions.
LENDING OF PORTFOLIO SECURITIES
The collateral received when the Fund lends portfolio securities
must be valued daily and, should the market value of the loaned
securities increase, the borrower must furnish additional
collateral to the Fund. During the time portfolio securities are
on loan, the borrower pays the Fund any dividends or interest
paid on such securities. Loans are subject to termination at the
option of the Fund or the borrower. The Fund may pay reasonable
administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash
or equivalent collateral to the borrower or placing broker.
INVESTMENT LIMITATIONS
SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any
securities on margin, but may obtain such short-term credits as
may be necessary for clearance of purchases and sales of
portfolio securities. The deposit or payment by the Fund of
initial or variation margin in connection with financial futures
contracts or related options transactions is not considered the
purchase of a security on margin.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund
may borrow money directly or through reverse repurchase
agreements as a temporary measure for extraordinary or emergency
purposes and then only in amounts not in excess of one-third of
the value of its total assets; provided that, while borrowings
exceed 5% of the Fund's total assets, any such borrowings will be
repaid before additional investments are made. The Fund will not
borrow money or engage in reverse repurchase agreements for
investment leverage purposes.
CONCENTRATION OF INVESTMENTS
The Fund will not purchase securities if, as a result of such
purchase, 25% or more of the value of its total assets would be
invested in any one industry. However, the Fund may at times
invest 25% or more of the value of its total assets in securities
issued or guaranteed by the U.S. government, its agencies or
instrumentalities.
INVESTING IN COMMODITIES
The Fund will not purchase or sell commodities, commodity
contracts, or commodity futures contracts except that the Fund
may purchase and sell financial futures and stock index futures
contracts and related options.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate, including limited
partnership interests in real estate, although it may invest in
securities secured by real estate or interests in real estate.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets except portfolio
securities and except that it may purchase or hold corporate or
government bonds, debentures, notes, certificates of indebtedness
or other debt securities of an issuer, repurchase agreements, or
other transactions which are permitted by the Fund's investment
objective and policies or the Trust's Declaration of Trust.
UNDERWRITING
The Fund will not underwrite any issue of securities, except as
it may be deemed to be an underwriter under the Securities Act of
1933 in connection with the sale of securities in accordance with
its investment objective, policies, and limitations.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets
except to secure permitted borrowings. In those cases, it may
pledge assets having a market value not exceeding the lesser of
the dollar amounts borrowed or 15% of the value of total assets
at the time of the pledge. For purposes of this limitation, the
following are not deemed to be pledges: margin deposits for the
purchase and sale of financial futures contracts and related
options, and segregation or collateral arrangements made in
connection with options activities or the purchase of securities
on a when-issued basis.
DIVERSIFICATION OF INVESTMENTS
With respect to 75% of the value of its assets, the Fund will not
purchase the securities of any issuer (other than cash, cash
items, or securities issued or guaranteed by the U.S. government,
its agencies or instrumentalities) if, as a result, more than 5%
of the value of its total assets would be invested in the
securities of that issuer, or if it would own more than 10% of
the outstanding voting securities of that issuer.
The above investment limitations cannot be changed without
shareholder approval. The following limitations, however, may be
changed by the Trustees without shareholder approval.
Shareholders will be notified before any material changes in
these limitations become effective.
RESTRICTED SECURITIES
The Fund will not invest more than 5% of the value of its total
assets in securities subject to restrictions on resale under the
Securities Act of 1933, except for certain restricted securities
which meet the criteria for liquidity as established by the
Trustees.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 15% of the value of its net
assets in illiquid securities, including repurchase agreements
providing for settlement more than seven days after notice, over-
the-counter options, and certain restricted securities not
determined by the Trustees to be liquid.
INVESTING IN MINERALS
The Fund will not purchase interests in oil, gas, other mineral
exploration or development programs, or leases, although it may
purchase the publicly traded securities of companies engaging in
such activities.
INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND
TRUSTEES OF THE TRUST
The Fund will not purchase or retain the securities of any issuer
if the officers and Trustees of the Trust or its investment
adviser owning individually more than 1/2 of 1% of the issuer's
securities together own more than 5% of the issuer's securities.
INVESTING IN NEW ISSUERS
The Fund will not invest more than 5% of the value of its total
assets in securities of issuers which have records of less than
three years of continuous operations, including the operation of
any predecessor.
INVESTING IN WARRANTS
The Fund will not invest more than 5% of its net assets in
warrants, including those acquired in units or attached to other
securities. To comply with certain state restrictions, the Fund
will limit its investment in such warrants not listed on the New
York or American Stock Exchange to 2% of its net assets. (If
state restrictions change, this latter restriction may be revised
without notice to shareholders.) For purposes of this investment
restriction, warrants acquired by the Fund in units or attached
to securities may be deemed to be without value.
ARBITRAGE TRANSACTIONS
The Fund will not enter into transactions for the purpose of
engaging in arbitrage.
INVESTING IN PUT OPTIONS
The Fund will not purchase put options on securities, unless the
securities are held in the Fund's portfolio and not more than 5%
of the value of the Fund's total assets would be invested in
premiums on open put option positions.
INVESTING TO EXERCISE CONTROL
The Fund will not purchase securities for the purpose of
exercising control over the issuer of securities.
WRITING COVERED CALL OPTIONS
The Fund will not write call options on securities unless the
securities are held in the Fund's portfolio or unless the Fund is
entitled to them in deliverable form without further payment or
after segregating cash in the amount of any further payment.
Except with respect to borrowing money, if a percentage
limitation is adhered to at the time of investment, a later
increase or decrease in percentage resulting from any change in
value or net assets will not result in a violation of such
restriction.
For the purposes of its policies and limitations, the Fund
considers certificates of deposit and demand and time deposits
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 to be "cash items."
DG INVESTOR SERIES MANAGEMENT
OFFICERS AND TRUSTEES
Officers and Trustees are listed with their addresses, principal
occupations, and present positions, including any affiliation
with Deposit Guaranty National Bank and Commercial National Bank,
Federated Investors, Federated Securities Corp., and Federated
Administrative Services and the Funds (as defined below).
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS THE TRUST DURING PAST FIVE YEARS
John F. Donahue+* Chairman and Chairman and Trustee,
Federated
Federated Investors Trustee Investors; Chairman and
Trustee,
Tower Federated Advisers, Federated
Pittsburgh, PA Management, and Federated
Research; Director, AEtna
Life and Casualty Company;
Chief Executive Officer and
Director, Trustee, or
Managing General Partner of
the Funds; formerly,
Director, The Standard Fire
Insurance Company. Mr.
Donahue is the father of J.
Christopher Donahue, Vice
President of the Trust.
John T. Conroy, Jr. Trustee President, Investment
Properties
Wood/IPC Commercial Corporation; Senior Vice
Department President, John R.
John R. Wood and Wood and Associates, Inc.,
Associates, Inc., Realtors; President,
Northgate
Realtors Village Development
Corporation;
3255 Tamiami Trail North General Partner or Trustee
in
Naples, FL private real estate ventures
in Southwest Florida;
Director, Trustee, or
Managing General Partner of
the Funds; formerly,
President Naples Property
Management Inc.
William J. Copeland Trustee Director and Member of the
One PNC Plaza -23rd Floor Executive Committee,
Michael
Pittsburgh, PA Baker, Inc.; Director,
Trustee, or Managing General
Partner of the Funds;
formerly, Vice Chairman and
Director, PNC Bank, N.A.,
and PNC Bank Corp. and
Director, Ryan Homes, Inc.
James E. Dowd Trustee Attorney-at-law; Director,
The
571 Hayward Mill Road Emerging Germany Fund, Inc.;
Concord, MA Director, Trustee, or
Managing General Partner of
the Funds; formerly,
Director, Blue Cross of
Massachusetts, Inc.
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS THE TRUST DURING PAST FIVE YEARS
Lawrence D. Ellis, M.D. Trustee Hematologist, Oncologist, and
3471 Fifth Avenue Internist, Presbyterian and
Suite 1111 Montefiore Hospitals;
Clinical
Pittsburgh, PA Professor of Medicine and
Trustee, University of
Pittsburgh; Director,
Trustee, or Managing General
Partner of the Funds.
Edward L. Flaherty, Jr.+ Trustee Attorney-at-law;
Partner, Meyer
5916 Penn Mall and Flaherty; Director, Eat
'N
Pittsburgh, PA Park Restaurants, Inc., and
Statewide Settlement Agency,
Inc.; Director, Trustee, or
Managing General Partner of
the Funds; formerly,
Counsel, Horizon Financial,
F.A., Western Region.
Peter E. Madden Trustee Consultant; State
Representative,
225 Franklin Street Commonwealth of
Massachusetts;
Boston, MA Director, Trustee, or
Managing General Partner of
the Funds; formerly,
President, State Street Bank
and Trust Company and State
Street Boston Corporation
and Trustee, Lahey Clinic
Foundation, Inc.
Gregor F. Meyer Trustee Attorney-at-law; Partner,
Meyer
5916 Penn Mall and Flaherty; Chairman,
Meritcare,
Pittsburgh, PA Inc.; Director, Eat 'N Park
Restaurants, Inc.; Director,
Trustee, or Managing General
Partner of the Funds;
formerly, Vice Chairman,
Horizon Financial, F.A.
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS THE TRUST DURING PAST FIVE YEARS
Wesley W. Posvar Trustee Professor, Foreign Policy and
1202 Cathedral of Management Consultant;
Trustee,
Learning Carnegie Endowment for
University of Pittsburgh International Peace, RAND
Pittsburgh, PA Corporation, Online Computer
Library Center, Inc., and
U.S. Space Foundation;
Chairman, Czecho Slovak
Management Center; Director,
Trustee, or Managing General
Partner of the Funds;
President Emeritus,
University of Pittsburgh;
formerly Chairman, National
Advisory Council for
Environmental Policy and
Technology.
Marjorie P. Smuts Trustee Public relations/marketing
4905 Bayard Street consultant; Director,
Trustee, or
Pittsburgh, PA Managing General Partner of
the
Funds.
Edward C. Gonzales* President, Vice President, Treasurer,
and
Federated Investors Treasurer, Trustee, Federated Investors;
Vice
Tower and Trustee President and Treasurer,
Federated
Pittsburgh, PA Advisers, Federated
Management, and Federated
Research; Executive Vice
President, Treasurer, and
Director, Federated
Securities Corp.; Chairman,
Treasurer, and Trustee,
Federated Administrative
Services; Trustee or
Director of some of the
Funds; Vice President and
Treasurer of the Funds.
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS THE TRUST DURING PAST FIVE YEARS
J. Christopher Donahue Vice President President and Trustee,
Federated
Federated Investors Investors; Trustee, Federated
Tower Advisers, Federated
Management,
Pittsburgh, PA and Federated Research;
President and Trustee,
Federated Administrative
Services; President or Vice
President of the Funds;
Director, Trustee, or
Managing General Partner of
some of the Funds. Mr.
Donahue is the son of John
F. Donahue, Chairman and
Trustee of the Trust.
Richard B. Fisher Vice President Executive Vice President
and
Federated Investors Trustee, Federated Investors;
Tower Chairman and Director,
Federated
Pittsburgh, PA Securities Corp.; President
or Vice President of the
Funds; Director or Trustee
of some of the Funds.
John W. McGonigle Vice President Vice President, Secretary,
General
Federated Investors and Secretary Counsel, and Trustee,
Federated
Tower Investors; Vice President,
Pittsburgh, PA Secretary, and Trustee,
Federated Advisers,
Federated Management, and
Federated Research;
Executive Vice President,
Secretary, and Trustee,
Federated Administrative
Services; Director and
Executive Vice President,
Federated Securities Corp.;
Vice President and Secretary
of the Funds.
Charles L. Davis, Jr. Vice President Vice President, Federated
Federated Investors and Assistant Administrative Services; Vice
Tower Treasurer President and Assistant
Treasurer
Pittsburgh, PA of some of the Funds;
formerly, Vice President and
Director of Investor
Relations, MNC Financial,
Inc., and Vice President,
Product Management, MNC
Financial, Inc.
POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS THE TRUST DURING PAST FIVE YEARS
John A. Staley, IV Vice President Vice President and Trustee,
Federated Investors Federated Investors;
Executive
Tower Vice President,
Pittsburgh, PA Federated Securities Corp.;
President and Trustee,
Federated Advisers,
Federated Management, and
Federated Research; Vice
President of the Funds;
Director, Trustee, or
Managing General Partner of
some of the Funds; formerly,
Vice President, The Standard
Fire Insurance Company and
President of its Federated
Research Division.
* This Trustee is deemed to be an "interested person" of the
Trust as defined in the Investment Company Act of 1940.
+ Member of the Trust's Executive Committee. The Executive
Committee of the Board of Trustees handles the responsibilities
of the Board of Trustees between meetings of the Board.
THE FUNDS
"The Funds" and "Funds" mean the following investment companies:
American Leaders Fund, Inc.; Annuity Management Series; Automated
Cash Management Trust; Automated Government Money Trust;
California Municipal Cash Trust; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust;
Federated Growth Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Intermediate Government Trust; Federated Master
Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust; Federated Short-Term U.S. Government Trust;
Federated Stock Trust; Federated Tax-Free Trust; Federated U.S.
Government Bond Fund; First Priority Funds; Fixed Income
Securities, Inc.; Fortress Adjustable Rate U.S. Government Fund,
Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility
Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government
Income Securities, Inc.; High Yield Cash Trust; Insight
Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Investment Series Trust; Liberty
Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.;
Liberty Municipal Securities Fund, Inc.; Liberty U.S. Government
Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; Mark
Twain Funds; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities
Income Trust; New York Municipal Cash Trust; 111 Corcoran Funds;
Peachtree Funds; The Planters Funds; Portage Funds; RIMCO
Monument Funds; The Shawmut Funds; Short-Term Municipal Trust;
Signet Select Funds; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds;
Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government
Cash Reserves; Trust for Short-Term U.S. Government Securities;
Trust for U.S. Treasury Obligations; and World Investment Series,
Inc.
FUND OWNERSHIP
Officers and Trustees own less than 1% of the Fund's outstanding
shares.
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will
only be liable for their own willful defaults. If reasonable
care has been exercised in the selection of officers, agents,
employees, or investment advisers, a Trustee shall not be liable
for any neglect or wrong doing of any such person. However, they
are not protected against any liability to which they would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in
the conduct of their office.
INVESTMENT ADVISORY SERVICES
ADVISER TO THE FUND
The Fund's investment adviser is Deposit Guaranty National Bank
(the "Adviser"), a subsidiary of Deposit Guaranty Corp. The
Adviser shall not be liable to the Trust, the Fund or any
shareholder of the Fund for any losses that may be sustained in
the purchase, holding, or sale of any security, or for anything
done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard
of the duties imposed upon it by its contract with the Trust.
Because of internal controls maintained by Deposit Guaranty
National Bank to restrict the flow of non-public information,
Fund investments are typically made without any knowledge of
Deposit Guaranty National Bank's or affiliates lending
relationship with an issuer.
ADVISORY FEES
For its advisory services, the Adviser receives an annual
investment advisory fee as described in the prospectus.
SUB-ADVISER TO THE FUND
The Fund's sub-adviser is Commercial National Bank (the "Sub-
Adviser"), a subsidiary of Deposit Guaranty Corp.
SUB-ADVISORY FEES
For its sub-advisory services, the Sub-Adviser receives an annual
sub-advisory fee as described in the prospectus.
STATE EXPENSE LIMITATIONS
The Adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose
shares are registered for sale in those states. If the Fund's
normal operating expenses (including the investment advisory fee,
but not including brokerage commissions, interest, taxes, and
extraordinary expenses) exceed 2 1/2% per year of the first $30
million of average net assets, 2% per year of the next $70
million of average net assets, and 1 1/2% per year of the
remaining average net assets, the Adviser will reimburse the Fund
for its expenses over the limitation.
If the Fund's monthly projected operating expenses exceed this
expense limitation, the investment advisory fee paid will be
reduced by the amount of the excess, subject to an annual
adjustment. If the expense limitation is exceeded, the amount to
be reimbursed by the Adviser will be limited, in any single
fiscal year, by the amount of the investment advisory fee.
This arrangement is not part of the advisory contract and may be
amended or rescinded in the future.
ADMINISTRATIVE SERVICES
Federated Administrative Services, a subsidiary of Federated
Investors, provides administrative personnel and services to the
Fund for the fees set forth in the prospectus.
John A. Staley, IV, an officer of the Fund, holds approximately
15% of the outstanding common stock and serves as a director of
Commercial Data Services, Inc., a company which provides computer
processing services to Federated Administrative Services.
BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and
sale of portfolio instruments, the Adviser looks for prompt
execution of the order at a favorable price. In working with
dealers, the Adviser will generally use those who are recognized
dealers in specific portfolio instruments, except when a better
price and execution of the order can be obtained elsewhere. The
Adviser makes decisions on portfolio transactions and selects
brokers and dealers subject to review by the Trustees.
The Adviser may select brokers and dealers who offer brokerage
and research services. These services may be furnished directly
to the Fund or to the Adviser and may include:
advice as to the advisability of investing in securities;
security analysis and reports;
economic studies;
industry studies;
receipt of quotations for portfolio evaluations; and
similar services.
The Adviser and its affiliates exercise reasonable business
judgment in selecting brokers who offer brokerage and research
services to execute securities transactions. They determine in
good faith that commissions charged by such persons are
reasonable in relationship to the value of the brokerage and
research services provided.
Research services provided by brokers may be used by the Adviser
in advising the Fund and other accounts. To the extent that
receipt of these services may supplant services for which the
Adviser or its affiliates might otherwise have paid, it would
tend to reduce their expenses.
PURCHASING SHARES
Shares of the Fund are sold at their net asset value next
determined after an order is received, plus a sales charge, on
days the New York Stock Exchange and Federal Reserve Wire System
are open for business. The procedure for purchasing shares is
explained in the prospectus under "Investing in the Fund."
DISTRIBUTION PLAN
With respect to the Fund, the Trust has adopted a Plan pursuant
to Rule 12b-1 which was promulgated by the Securities and
Exchange Commission pursuant to the Investment Company Act of
1940. The Plan provides for payment of fees to Federated
Securities Corp. to finance any activity which is principally
intended to result in the sale of the Fund's shares subject to
the Plan. Such activities may include the advertising and
marketing of shares of the Fund; preparing, printing, and
distributing prospectuses and sales literature to prospective
shareholders, brokers, or administrators; and implementing and
operating the Plan. Pursuant to the Plan, Federated Securities
Corp. may pay fees to brokers and others for such services.
The Trustees expect that the adoption of the Plan will result in
the sale of a sufficient number of shares so as to allow the Fund
to achieve economic viability. It is also anticipated that an
increase in the size of the Fund will facilitate more efficient
portfolio management and assist the Fund in seeking to achieve
its investment objectives.
CONVERSION TO FEDERAL FUNDS
It is the Fund's policy to be as fully invested as possible so
that maximum interest may be earned. To this end, all payments
from shareholders must be in federal funds or be converted into
federal funds. Deposit Guaranty National Bank and Commercial
National Bank (the "Banks"), as well as Federated Services
Company, act as the shareholder's agent in depositing checks and
converting them to federal funds.
DETERMINING NET ASSET VALUE
The net asset value generally changes each day. The days on
which the net asset value is calculated by the Fund are described
in the prospectus. Net asset value will not be calculated on
Good Friday and on certain federal holidays as set forth in the
prospectus.
DETERMINING MARKET VALUE OF SECURITIES
Market value of the Fund's portfolio securities are determined as
follows:
for equity securities and bonds and other fixed income
securities, according to the last sale price on a national
securities exchange, if available;
in the absence of recorded sales of equity securities, according
to the mean between the last closing bid and asked prices, and
for bonds and other fixed income securities as determined by an
independent pricing service;
for unlisted equity securities, the latest bid prices;
for short-term obligations, according to the mean between bid and
asked prices as furnished by an independent pricing service or
for short-term obligations with remaining maturities of 60 days
or less at the time of purchase, at amortized cost; or
for all other securities, at fair value as determined in good
faith by the Trustees.
EXCHANGE PRIVILEGE
REQUIREMENTS FOR EXCHANGE
Before the exchange, the shareholder must receive a prospectus of
the fund for which the exchange is being made. This privilege is
available to shareholders resident in any state in which the fund
shares being acquired may be sold. Upon receipt of proper
instructions and required supporting documents, shares submitted
for exchange are redeemed and the proceeds invested in shares of
the other fund.
Further information on the exchange privilege and prospectuses
may be obtained by calling the Fund.
MAKING AN EXCHANGE
Instructions for exchanges may be given in writing. Written
instructions may require a signature guarantee.
REDEEMING SHARES
Shares of the Fund are redeemed at the next computed net asset
value after the Banks receive the redemption request. Redemption
procedures are explained in the prospectus under "Redeeming
Shares." Redemption requests cannot be executed on days on which
the New York Stock Exchange is closed or on federal holidays when
wire transfers are restricted.
Although State Street Bank does not charge for telephone
redemptions, it reserves the right to charge a fee for the cost
of wire-transferred redemptions of less than $5,000.
REDEMPTION IN KIND
Although the Fund intends to redeem shares in cash, it reserves
the right under certain circumstances to pay the redemption price
in whole or in part by a distribution of securities from the
Fund's portfolio.
Redemption in kind will be made in conformity with applicable
Securities and Exchange Commission rules, taking such securities
at the same value employed in determining net asset value and
selecting the securities in a manner the Trustees determine to be
fair and equitable.
The Fund has elected to be governed by Rule 18f-1 of the
Investment Company Act of 1940 under which the Fund is obligated
to redeem shares for any one shareholder in cash only up to the
lesser of $250,000 or 1% of the Fund's net asset value during any
90-day period.
TAX STATUS
THE FUND'S TAX STATUS
The Fund will pay no federal income tax because it expects to
meet the requirements of Subchapter M of the Internal Revenue
Code applicable to regulated investment companies and to receive
the special tax treatment afforded to such companies. To qualify
for this treatment, the Fund must, among other requirements:
derive at least 90% of its gross income from dividends, interest,
and gains from the sale of securities;
derive less than 30% of its gross income from the sale of
securities held less than three months;
invest in securities within certain statutory limits; and
distribute to its shareholders at least 90% of its net income
earned during the year.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends
received as cash or additional shares. These dividends, and any
short-term capital gains, are taxable as ordinary income.
TOTAL RETURN
The average annual total return for the Fund is the average
compounded rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable value of that
investment. The ending redeemable value is computed by
multiplying the number of shares owned at the end of the period
by the maximum offering price per share at the end of the period.
The number of shares owned at the end of the period is based on
the number of shares purchased at the beginning of the period
with $1,000, less any applicable sales load, adjusted over the
period by any additional shares, assuming the quarterly
reinvestment of all dividends and distributions. Cumulative
total return reflects the Fund's total performance over a
specific period of time. This total return assumes and is
reduced by the payment of the maximum sales load.
YIELD
The yield for the Fund is determined by dividing the net
investment income per share (as defined by the Securities and
Exchange Commission) earned by the Fund over a thirty-day period
by the offering price per share of the Fund on the last day of
the period. This value is then annualized using semi-annual
compounding. This means that the amount of income generated
during the thirty-day period is assumed to be generated each
month over a 12-month period and is reinvested every six months.
The yield does not necessarily reflect income actually earned by
the Fund because of certain adjustments required by the
Securities and Exchange Commission and, therefore, may not
correlate to the dividends or other distributions paid to
shareholders.
To the extent that financial institutions and broker/dealers
charge fees in connection with services provided in conjunction
with an investment in the Fund, performance will be reduced for
those shareholders paying those fees.
PERFORMANCE COMPARISONS
The Fund's performance depends upon such variables as:
portfolio quality;
average portfolio maturity;
type of instruments in which the portfolio is invested;
changes in interest rates and market value of portfolio
securities;
changes in the Fund's expenses; and
various other factors.
The Fund's performance fluctuates on a daily basis largely
because net earnings and offering price per share fluctuate
daily. Both net earnings and offering price per share are
factors in the computation of yield and total return.
Investors may use financial publications and/or indices to obtain
a more complete view of the Fund's performance. When comparing
performance, investors should consider all relevant factors such
as the composition of any index used, prevailing market
conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price.
The financial publications and/or indices which the Fund uses in
advertising may include:
LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all income dividends and
capital gains distributions, if any. From time to time, the Fund
will quote its Lipper ranking in the "equity, growth and income"
category in advertising and sales literature.
DOW JONES INDUSTRIAL AVERAGE ("DJIA") represents share prices of
selected blue-chip industrial corporations as well as public
utility and transportation companies. The DJIA indicates daily
changes in the average price of stocks in any of its categories.
It also reports total sales for each group of industries.
Because it represents the top corporations of America, the DJIA's
index movements are leading economic indicators for the stock
market as a whole.
STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a
composite index of common stocks in industry, transportation, and
financial and public utility companies can be used to compare to
the total returns of funds whose portfolios are invested
primarily in common stocks. In addition, the Standard & Poor's
index assumes reinvestments of all dividends paid by stocks
listed on its index. Taxes due on any of these distributions are
not included, nor are brokerage or other fees calculated, in
Standard & Poor's figures.
MORNINGSTAR, INC., an independent rating service, is the
publisher of the bi-weekly Mutual Fund Values. Mutual Fund
Values rates more than 1,000 NASDAQ-listed mutual funds of all
types, according to their risk-adjusted returns. The maximum
rating is five stars, and ratings are effective for two weeks.
NASDAQ Over-the-Counter Composite Index covers 4,500 stocks
traded over the counter. It represents many small company stocks
but is heavily influenced by about 100 of the largest NASDAQ
stocks. It is a value-weighted index calculated on price change
only and does not include income.
Advertisements may quote performance information which does not
reflect the effect of the sales load.
APPENDIX
STANDARD AND POOR'S CORPORATION CORPORATE BOND RATINGS
AAA-Debt rated AAA has the highest rating assigned by Standard &
Poor's Corporation. Capacity to pay interest and repay principal
is extremely strong.
AA-Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in
small degree.
A-Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
debt in higher rated categories.
BBB-Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this
category than in higher rated categories.
NR--NR indicates that no public rating has been requested, that
there is insufficient information on which to base a rating, or
that S&P does not rate a particular type of obligation as a
matter of policy.
PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified
by the addition of a plus or minus sign to show relative standing
within the major rating categories.
MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATINGS
AAA-Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt edged." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa--Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group, they comprise what
are generally known as high-grade bonds. They are rated lower
than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger
than in Aaa securities.
A--Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest
are considered adequate but elements may be present which suggest
a susceptibility to impairment sometime in the future.
Baa-Bonds which are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.
NR--Not rated by Moody's.
Moody's applies numerical modifiers 1, 2, and 3 in each generic
rating classification from Aa through B in its corporate bond
rating system. The modifier 1 indicates that the security ranks
in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that
the issue ranks in the lower end of its generic rating category.
FITCH INVESTORS SERVICE, INC. LONG-TERM DEBT RATINGS
AAA--Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability
to pay interest and repay principal, which is unlikely to be
affected by reasonably foreseeable events.
AA--Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds
rated AAA. Because bonds rated in the AAA and AA categories are
not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.
A--Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more vulnerable
to adverse changes in economic conditions and circumstances than
bonds with higher ratings.
BBB-Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in
economic conditions and circumstances, however, are more likely
to have adverse impact on these bonds, and therefore impair
timely payment. The likelihood that the ratings of these bonds
will fall below investment grade is higher than for bonds with
higher ratings.
NR--NR indicates that Fitch does not rate the specific issue.
PLUS (+) OR MINUS (-): Plus and minus signs are used with a
rating symbol to indicate the relative position of a credit
within the rating category. Plus and minus signs, however, are
not used in the AAA category.
STANDARD AND POOR'S CORPORATION COMMERCIAL PAPER RATINGS
A-1--This designation indicates that the degree of safety
regarding timely payment is either overwhelming or very strong.
Those issues determined to possess overwhelming safety
characteristics are denoted with a plus (+) sign designation.
A-2--Capacity for timely payment on issues with this designation
is strong. However, the relative degree of safety is not as high
as for issues designated A-1.
MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS
PRIME-1--Issues rated PRIME-1 (or related supporting
institutions) have a superior capacity for repayment of short-
term promissory obligations. PRIME-1 repayment capacity will
normally be evidenced by the following characteristics: leading
market positions in well-established industries; high rates of
return on funds employed; conservative capitalization structures
with moderate reliance on debt and ample asset protection; broad
margins in earning coverage of fixed financial charges and high
internal cash generation; and well-established access to a range
of financial markets and assured sources of alternative
liquidity.
PRIME-2--Issues rated PRIME-2 (or related supporting
institutions) have a strong capacity for repayment of short-term
promissory obligations. This will normally be evidenced by many
of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.
FITCH INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS
F-1+--(Exceptionally strong Credit Quality) Issues assigned this
rating are regarded as having the strongest degree of assurance
for timely payment.
F-1--(Very Strong Credit Quality) Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than issues rated F-1+.
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (to be filed by amendment)
(b) Exhibits:
(1) Copy of Declaration of Trust of the Registrant
(1.);
(i) Amendment of Declaration of Trust
of the Registrant (2.);
(ii) Amendment of Declaration of Trust
of the Registrant; (4.)
(iii) Conformed Amendment to the
Declaration of Trust of the Registrant
dated May 17, 1994;+
(2) Copy of By-Laws of the Registrant (1.);
(3) Not applicable;
(4) (i)Copy of Specimen Certificate for Shares
of Beneficial Interest of DG U.S.
Government Money Market Fund (3.);
(ii) Copy of Specimen Certificate for
Shares of Beneficial Interest of DG Limited
Term Government Income Fund (3.);
(iii) Copy of Specimen Certificate for
Shares of Beneficial Interest of DG
Government Income Fund (3.);
(iv) Copy of Specimen Certificate for
Shares of Beneficial Interest of DG Equity
Fund (3.);
(v) Copy of Specimen Certificate for
Shares of Beneficial Interest of DG
Municipal Income (6.);
(vi) Copy of Specimen Certificate for
Shares of Beneficial Interest of DG
Opportunity Fund;+
+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed March 18, 1992. (File
Nos. 33-46431 and 811-6607)
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 on Form N-1A filed April 29, 1992.
(File Nos. 33-46431 and 811-6607)
3. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 on Form N-1A filed May 22, 1992.
(File Nos. 33-46431 and 811-6607)
4. Response is incorporated by reference to Registrant's Post-
Effective Amendment No.2 on Form N-1A filed October 14, 1992.
(File Nos. 33-46431 and 811-6607)
5. Response is incorporated by reference to Registrant's Post-
Effective Amendment No.3 on Form N-1A filed October 28, 1992.
(File Nos. 33-46431 and 811-6607)
6. Response is incorporated by Reference to Registrant's Post-
Effective Amendment No. 4 on Form N-1A filed April 23, 1993.
(File Nos. 33-46431 and 811-6607)
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed April 27, 1994.
(File Nos. 33-46431 and 811-6607)
(5) (i)Copy of Investment Advisory Contract of
Registrant (7.);
(a) Conformed copy of Exhibit A for DG U.S.
Government Money Market Fund;+
(b) Conformed copy of Exhibit B for DG
Limited Term Government Income Fund;+
(c) Conformed copy of Exhibit C for DG
Government Income Fund;+
(d) Conformed copy of Exhibit D for DG
Equity Fund;+
(e) Conformed copy of Exhibit E for DG
Municipal Income Fund;+
(f) Copy of Exhibit F for DG Opportunity
Funds;+
(ii) Copy of Sub-Advisory Agreement
between Deposit Guaranty National Bank and
Commercial National Bank (6.);
(a) Conformed copy of Exhibit A for DG
Equity Fund;+
(b) Conformed copy of Exhibit B for DG
Government Income Fund;+
(c) Conformed copy of Exhibit C for DG
Limited Term Government Income
Fund;+
(d) Conformed copy of Exhibit D for DG
Municipal Income Fund;+
(e) Copy of Exhibit E for DG
Opportunity Fund;+
(6) Copy of Distributor's Contract of the Registrant
(3.);
(i) Conformed copy of Exhibit A for DG
vs Government Money Market Fund;+
(ii) Copy of Exhibit B for DG Limited Term
Government Income Fund;+
(iii) Conformed copy of Exhibit C for DG
Government Income Fund;+
+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed March 18, 1992.
(File Nos. 33-46431 and 811-6607)
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 on Form N-1A filed April 29, 1992.
(File Nos. 33-46431 and 811-6607)
3. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 on Form N-1A filed May 22, 1992.
(File Nos. 33-46431 and 811-6607)
4. Response is incorporated by reference to Registrant's Post-
Effective Amendment No.2 on Form N-1A filed October 14, 1992.
(File Nos. 33-46431 and 811-6607)
5. Response is incorporated by reference to Registrant's Post-
Effective Amendment No.3 on Form N-1A filed October 28, 1992.
(File Nos. 33-46431 and 811-6607)
6. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 4 on Form N-1A filed April 23, 1993.
(File Nos. 33-46431 and 811-6607)
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed April 27, 1994.
(File Nos. 33-46431 and 811-6607)
(iv) Conformed copy of Exhibit D for
DG Equity Income Fund;+
(v) Conformed copy of Exhibit E for
DG Municipal Income Fund;+
(vi) Copy of Exhibit F for DG
Opportunity Fund;+
(7) Not applicable
(8) Copy of Custodian Agreement of the Registrant
(6.);
(9) (i)Copy of Transfer Agency and Service
Agreement of Registrant (6.);
(ii) Conformed copy of Administrative
Services Agreement (7.);
(10) Copy of Opinion and Consent of Counsel as to
legality of shares being registered (2.);
(11) Not applicable;
(12) Not applicable;
(13) Copy of Initial Capital Understanding (2.);.
Item 25. Persons Controlled by or Under Common Control with
Registrant:
None
+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed March 18, 1992.
(File Nos. 33-46431 and 811-6607)
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 on Form N-1A filed April 29, 1992.
(File Nos. 33-46431 and 811-6607)
3. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 on Form N-1A filed May 22, 1992.
(File Nos. 33-46431 and 811-6607)
4. Response is incorporated by reference to Registrant's Post-
Effective Amendment No.2 on Form N-1A filed October 14, 1992.
(File Nos. 33-46431 and 811-6607)
5. Response is incorporated by reference to Registrant's Post-
Effective Amendment No.3 on Form N-1A filed October 28, 1992.
(File Nos. 33-46431 and 811-6607)
6. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 4 on Form N-1A filed April 23, 1993.
(File Nos. 33-46431 and 811-6607)
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed April 27, 1994.
(File Nos. 33-46431 and 811-6607)
(14) Not applicable;
(15) (i)Copy of Distribution Plan of the
Registrant (2.);
(a) Conformed copy of Exhibit A for D.G.
U.S. Government Money Market Fund;+
(b) Conformed copy of Exhibit B for DG
Limited Term Government Income Fund;+
(c) Conformed copy of Exhibit C for DG
Government Income Fund;+
(d) Conformed copy of Exhibit D for DG
Equity Fund;+
(e) Conformed copy of Exhibit E for DG
Municipal Income Fund;+
(f) Copy of Exhibit F for DG Opportunity
Fund;+
(ii) Copy of Rule 12b-1 Agreement of
the Registrant;+
(16) Schedule for Computation of Fund Performance
Data (5.);
(i) DG Equity Fund(5.);
(ii) DG Government Income Fund(5.);
(iii) DG Limited Term Government Income
Fund(5.);
(iv) DG U.S. Government Money Market
Fund(5.);
(v) DG Municipal Income Fund (6.);
(17) Power of Attorney (5.);
(18) Not applicable.
+All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed March 18, 1992.
(File Nos. 33-46431 and 811-6607)
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 on Form N-1A filed April 29, 1992.
(File Nos. 33-46431 and 811-6607)
3. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 on Form N-1A filed May 22, 1992.
(File Nos. 33-46431 and 811-6607)
4. Response is incorporated by reference to Registrant's Post-
Effective Amendment No.2 on Form N-1A filed October 14, 1992.
(File Nos. 33-46431 and 811-6607)
5. Response is incorporated by reference to Registrant's Post-
Effective Amendment No.3 on Form N-1A filed October 28, 1992.
(File Nos. 33-46431 and 811-6607)
6. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 4 on Form N-1A filed April 23, 1993.
(File Nos. 33-46431 and 811-6607)
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed April 27, 1994.
(File Nos. 33-46431 and 811-6607)
Item 26. Number of Holders of Securities:
Number of Record Holders
Title of Class as of May 18, 1994
Shares of beneficial interest
(no par value)
DG U.S. Government Money
Market Fund 37
DG Limited Term Government
Income Fund 195
DG Government Income Fund 121
DG Equity Fund 400
DG Municipal Income Fund 46
DG Opportunity Fund 0
Item 27. Indemnification: (4)
Item 28. Business and Other Connections of Investment Adviser:
(a) Deposit Guaranty National Bank, a national
banking association formed in 1925, is a subsidiary of
Deposit Guaranty Corp ("DGC"). Through its
subsidiaries and affiliates, DGC offers a full range of
financial services to the public, including commercial
lending, depository services, cash management,
brokerage services, retail banking, mortgage banking,
investment advisory services and trust services.
As of December 31, 1993, the Trust Division of Deposit
Guaranty National Bank had approximately $9 billion
under administration, of which it had investment
discretion over $1.4 billion. Deposit Guaranty
National Bank has served as the Trust's investment
adviser since May 5, 1992.
The principal executive officers of the Fund's
Investment Adviser, and the Directors of the Fund's
Adviser, are set forth in the following tables. Unless
otherwise noted, the position listed under Other
Substantial Business, Profession, Vocation or
Employment is with Deposit Guaranty National Bank.
Other Substantial
Position With Business, Profession,
Name the Adviser Vocation or Employment
E.B. Robinson, Jr. Chairman of the Board
and Chief Executive
Howard L. McMillan, Jr. President and Chief
Operating Officer
Robert G. Barnett General Counsel and
Secretary to the Board
William R. Boone Executive Vice President
Thomas M. Hontzas Executive Vice President
W. Parks Johnson Executive Vice President
James S. Lenoir Executive Vice President
W. Murray Pate Executive Vice President
W. Stanley Pratt Executive Vice President
Arlen L. McDonald Treasurer and Chief
Financial Officer
DIRECTORS
Haley R. Barbour Warren A. Hood, Jr. W.R. Newman, III
Michael B. Bemis Charles L. Irby John N. Palmer
B. L. Chain W. Randolph James E.B. Robinson, Jr.
Sharon S. Greener Booker T. Jones Robert D. Robinson
Charles G. Hathaway Jean C. Lindsey Robert L.T. Smith, Jr.
Harris B. Henley Howard L. McMillan, Jr. Victor P. Smith
Douglas A. Herring Richard D. McRae, Jr. J. Kelley Williams
W. Henry Holman, Jr.
(b) Commercial National Bank, a national banking
association which received its charter in 1886, is a
subsidiary of DGC and serves as Investment Sub-Adviser
to DG Limited Term Government Income Fund, DG
Government Income Fund, DG Equity Fund, DG Municipal
Income Fund and DG Opportunity Fund. As of
December 31, 1993, the Trust Division at Commercial
National Bank had approximately $1.2 billion in trust
assets under administration, of which it had investment
discretion over $1.02 billion. Commercial National
Bank has served as sub-adviser to DG Limited Term
Government Income Fund, DG Government Income Fund, DG
Equity Fund and DG Municipal Income Fund since July 20,
1992 and for DG Opportunity Fund since May 25, 1994.
The principal executive officers of the Investment Sub-
Adviser, and the Directors of the Investment Sub-
Adviser, are set forth in the following tables. Unless
otherwise noted, the position listed under Other
Substantial Business, Profession, Vocation or
Employment is with Commercial National Bank.
Other Substantial
Position With Business, Profession,
Name the Sub-Adviser Vocation or Employment
Steven C. Walker President and Chief
Executive Officer
P. Michael Adkins Executive Vice President
C. David Barrentine, Jr. Executive Vice President
David H. Nordyke Executive Vice President
Robert H. Boehmler, Jr. Senior Vice President
V. Odell Mimms Senior Vice President
Richard H. Sale Senior Vice President
F.M. Freeman Senior Vice President
DIRECTORS
Willis L. Meadows Dewey W. Corley C. W. Holtsclaw, Jr.
Gordon A. Marsalis Howard L. McMillan, Jr. William C. Peatross
W. C. Rasberry E. B. Robinson, Jr. Steven C. Walker
Donald W. Weir N. H. Wheless, Jr. Fred Wilson
George D. Wray, Jr. Richard H. Bremer
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor for
shares of the Registrant, also acts as principal
underwriter for the following open-end investment
companies: A.T. Ohio Municipal Money Fund; Alexander
Hamilton Funds; American Leaders Fund, Inc.; Annuity
Management Series; Automated Cash Management Trust;
Automated Government Money Trust; BayFunds; The
Biltmore Funds; The Biltmore Municipal Funds; The
Boulevard Funds; California Municipal Cash Trust;
Cambridge Series Trust; Cash Trust Series, Inc.; Cash
Trust Series II; DG Investor Series; Edward D. Jones &
Co. Daily Passport Cash Trust; Federated ARMs Fund;
Federated Exchange Fund, Ltd.; Federated GNMA Trust;
Federated Government Trust; Federated Growth Trust;
Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust;
Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated
Short-Intermediate Government Trust; Federated Short-
Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government
Bond Fund; Financial Reserves Fund; First Priority
Funds; First Union Funds; Fixed Income Securities,
Inc.; Fortress Adjustable Rate U.S. Government Fund,
Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fountain Square Funds; Fund for
U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Independence
One Mutual Funds; Insight Institutional Series, Inc.;
Insurance Management Series; Intermediate Municipal
Trust; International Series Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity
Income Fund, Inc.; Liberty High Income Bond Fund, Inc.;
Liberty Municipal Securities Fund, Inc.; Liberty U.S.
Government Money Market Trust; Liberty Utility Fund,
Inc.; Liquid Cash Trust; Managed Series Trust; Mark
Twain Funds; Marshall Funds, Inc.; Money Market
Management, Inc.; Money Market Obligations Trust; Money
Market Trust; The Monitor Funds; Municipal Securities
Income Trust; New York Municipal Cash Trust; 111
Corcoran Funds; Peachtree Funds; The Planters Funds;
Portage Funds; RIMCO Monument Funds; The Shawmut Funds;
Short-Term Municipal Trust; Signet Select Funds;
SouthTrust Vulcan Funds; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond Fund,
Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Tower Mutual Funds; Trademark Funds;
Trust for Financial Institutions; Trust for Government
Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; Vision
Fiduciary Funds, Inc.; Vision Group of Funds, Inc.; and
World Investment Series, Inc.
Federated Securities Corp. also acts as principal
underwriter for the following closed-end investment
company: Liberty Term Trust, Inc.- 1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With
Registrant
Richard B. Fisher Director, Chairman, Chief Vice
President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice Trustee,
President
Federated Investors Tower President, and Treasurer, and Treasurer
Pittsburgh, PA 15222-3779 Federated Securities
Corp.
John W. McGonigle Director, Executive Vice Vice President
and
Federated Investors Tower President, and Assistant Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.
John A. Staley, IV Executive Vice President Vice President
Federated Investors Tower and Assistant Secretary,
Pittsburgh, PA 15222-3779 Federated Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With
Registrant
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James R. Ball Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With
Registrant
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities
Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities
Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With
Registrant
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities
Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With
Registrant
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Federated Assistant
Federated Investors Tower Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) Not applicable.
Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and
Rules 31a-1 throught 31a-3 promulgated thereunder are
maintained at one of the following locations:
DG Investor Series Federated Investors Tower
Pittsburgh, PA 15222-3779
Federated Services Company Federated Investors Tower
Transfer Agent, Dividend Pittsburgh, PA 15222-3779
Disbursing Agent and
Shareholder Servicing Agent
Federated Administrative Services Federated Investors Tower
Administrator Pittsburgh, PA 15222-3779
Deposit Guaranty National Bank P.O. Box 1200
Adviser Jackson, Mississippi 39215-
1200
Commercial National Bank P.O. Box 21119
Sub-Adviser Shreveport, Louisiana 71152
(except DG U.S. Government Money
Market Fund)
State Street Bank and Trust Company P.O. Box 1713
Custodian Boston, Massachusetts 021205
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to file a post-effective
amendment on behalf of the DG Opportunity Fund, (a
portfolio of DG Investor Series), using financial
statements for DG Opportunity Fund, which need not be
certified, within four to six months from the effective
date of this Post-Effective Amendment No. 6.
Registrant hereby undertakes to comply with the provisions
of Section 16(c) of the 1940 Act with respect to the
removal of Trustees and the calling of special shareholder
meetings by shareholders.
Registrant hereby undertakes to furnish each person to whom
a prospectus for each portfolio of the Trust is delivered
with a copy of Registrant's latest annual report to
shareholders upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant, DG INVESTOR
SERIES, certifies that it meets all of the requirements for
effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(a) under the Securities Act of 1933 and has
duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 26th day of May, 1994.
DG INVESTOR SERIES
BY: /s/Karen M. Brownlee
Karen M. Brownlee, Assistant Secretary
Attorney in Fact for John F. Donahue
May 26, 1994
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to its Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE DATE
By: /s/Karen M. Brownlee
Karen M. Brownlee Attorney In Fact May 26, 1994
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Edward C. Gonzales* President, Treasurer and
Trustee (Principal
Financial and
Accounting Officer)
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit (1)(iii) under Form N-
1A
Exhibit (3)(i) under Item
601/Reg S-K
DG INVESTOR SERIES
Amendment No. 5
DECLARATION OF TRUST
dated February 7, 1992
THIS Declaration of Trust is amended as follows:
Strike the first paragraph of Section 5 of Article III
from the Declaration of Trust and substitute in its place
the following:
"Section 5. Establishment and Designation of
Series or Class.
Without limiting the authority of the Trustees set
forth in Article XII, Section 8, inter alia, to
establish and designate any additional Series or Class
or to modify the rights and preferences of any
existing Series or Class, the Series and Classes of the
Trust are established and designated as:
DG Equity Fund
DG Government Income Fund
DG Limited Term Government Income Fund
DG Municiple Income Fund
DG U.S. Government Money Market Fund
DG Opportunity Fund"
The undersigned Assistant Secretary of DG Investor
Series hereby certifies that the above stated Amendment is a
true and correct Amendment of the Declaration of Trust, as
adopted by the Board of Trustees on the 17th day of May,
1994.
WITNESS the due execution hereof this 17th day of May,
1994.
/s/ Karen M.
Brownlee
Karen M. Brownlee,
Assistant Secretary
Exhibit (4)
DG OPPORTUNITY FUND
Number Shares
_____ _____
Account No. Alpha Code See Reverse Side For
Certain Definitions
THIS IS TO CERTIFY THAT is the owner of
CUSIP_____________
Fully Paid and Non-Assessable Shares of Beneficial Interest of
DG OPPORTUNITY FUND, a portfolio of DG Investor Series,
hereafter called the Trust, transferable on the books of the
Trust by the owner in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.
The shares represented hereby are issued and shall be held
subject to the provisions of the Declaration of Trust and By-
Laws of the Trust and all amendments thereto, all of which the
holder by acceptance hereof assents.
This Certificate is not valid unless countersigned by the
Transfer Agent.
IN WITNESS WHEREOF, the Trust has caused this Certificate
to be signed in its name by its proper officers and to be sealed
with its seal.
Dated: DG INVESTOR SERIES
Corporate Seal
1992
Massachusetts
/s/ Edward C. Gonzales
/s/ John F. Donahue
Treasurer Chairman
Countersigned: State Street
Bank
and Trust Company
(Boston)
Transfer Agent
By:
Authorized Signature
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations;
TEN COM - as tenants in common UNIF
GIFT MIN ACT-...Custodian...
TEN ENT - as tenants by the entireties
(Cust) (Minors)
JT TEN - as joint tenants with right
of under Uniform Gifts to Minors
survivorship and not as tenants
Act.............................
in common (State)
Additional abbreviations may also be used though not in the
above list.
For value received__________ hereby sell, assign, and
transfer unto
Please insert social security or other
identifying number of assignee
______________________________________
________________________________________________________________
_____________
(Please print or typewrite name and address, including zip code,
of assignee)
________________________________________________________________
_____________
________________________________________________________________
_____________
________________________________________________________________
______ shares
of beneficial interest represented by the within Certificate,
and do hereby irrevocably constitute and appoint
__________________________________________
________________________________________________________________
_____________
to transfer the said shares on the books of the within named
Trust with full power of substitution in the premises.
Dated______________________
NOTICE:___________________________
___
The signature to this assignment
must correspond with the name as
written upon the face of the
certificate in every particular,
without alteration or enlargement
or any change whatever.
All persons dealing with DG Investor Series, a Massachusetts
business trust, must look solely to the Trust property for the
enforcement of any claim against the Trust, as the Trustees,
officers, agents or shareholders of the Trust assume no personal
liability whatsoever for obligations entered into on behalf of
the Trust.
THIS SPACE MUST NOT BE COVERED IN ANY WAY
DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE
Page One
A. The Certificate is outlined by an (color) one-half inch
border.
B. The number in the upper left-hand corner and the number
of shares in the upper right-hand corner are outlined by
octagonal boxes.
C. The cusip number in the middle right-hand area of the
page is boxed.
D. The Massachusetts corporate seal appears in the bottom
middle of the page.
Page Two
The social security or other identifying number of the
assignee appears in a box in the top-third upper-left area of
the page.
1
Exhibit 5(i)
Exhibit (5)(i)(a) under
Form N-1A
Exhibit (10) under Item
601/Reg S-K
EXHIBIT A
to the
Investment Advisory Contract
DG U.S. Government Money Market Fund
For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .50 of 1%
of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .50 of 1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 18th day of June,
1993.
Attest: Deposit
Guaranty National Bank
/s/ C. Edward Gibson By:/s/ W. Murry
Pate
Secretary
Executive Vice President
Attest: DG Investor
Series
/s/ John W. McGonigle By:/s/ J.
Christopher Donahue
Secretary
Vice President
Exhibit (5)(i)(b) under
Form N-1A
Exhibit (10) under Item
601/Reg S-K
EXHIBIT B
to the
Investment Advisory Contract
DG Limited Term Government Income Fund
For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .60 of 1%
of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .60 of 1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 20th day of July,
1992.
Attest: Deposit
Guaranty National Bank
/s/ C. Edward Gibson By:/s/ W. Murry
Pate
Secretary
Executive Vice President
Attest: DG Investor
Series
/s/ John W. McGonigle By:/s/ J.
Christopher Donahue
Secretary
Vice President
Exhibit (5)(i)(c) under
Form N-1A
Exhibit (10) under Item
601/Reg S-K
EXHIBIT C
to the
Investment Advisory Contract
DG Government Income Fund
For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .60 of 1%
of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .60 of 1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 20th day of July,
1992.
Attest: Deposit
Guaranty National Bank
/s/ C. Edward Gibson By:/s/ W. Murry
Pate
Secretary
Executive Vice President
Attest: DG Investor
Series
/s/ John W. McGonigle By:/s/ J.
Christopher Donahue
Secretary
Vice President
Exhibit (5)(i)(d) under
Form N-1A
Exhibit (10) under Item
601/Reg S-K
EXHIBIT D
to the
Investment Advisory Contract
DG Equity Fund
For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .75 of 1%
of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .75 of 1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 20th day of July,
1992.
Attest: Deposit
Guaranty National Bank
/s/ C. Edward Gibson By:/s/ W. Murry
Pate
Secretary
Executive Vice President
Attest: DG Investor
Series
/s/ John W. McGonigle By:/s/ J.
Christopher Donahue
Secretary
Vice President
Exhibit (5)(i)(e) under
Form N-1A
Exhibit (10) under Item
601/Reg S-K
EXHIBIT E
to the
Investment Advisory Contract
DG Municipal Income Fund
For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .60 of 1%
of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .60 of 1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 12th day of December,
1992.
Attest: Deposit Guaranty
National Bank
/s/ C. Edward Gibson By:/s/ W. Murry
Pate
Secretary
Executive Vice President
Attest: DG Investor
Series
/s/ John W. McGonigle By:/s/ Richard
B. Fisher
Secretary
Vice President
Exhibit (5)(i)(f) under
Form N-1A
Exhibit (10) under Item
601/Reg S-K
EXHIBIT F
to the
Investment Advisory Contract
DG Opportunity Fund
For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to 1% of the
average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of 1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this1st day of June, 1994.
Attest: Deposit
Guaranty National Bank
By:
Secretary
Executive Vice President
Attest: DG Investor
Series
By:
Secretary
Vice President
1
Exhibit (5)(ii)(a) under
Form N-1A
Exhibit (10) under Item
601/Reg S-K
Exhibit A
DG Investor Series
DG Equity Fund
Sub-Advisory Agreement
For all services rendered by Sub-Adviser hereunder,
Adviser shall pay Sub-Adviser a Sub-Advisory Fee equal to .25
of 1% of the average daily net assets of the above-mentioned
portfolio.
effective date hereof shall be the 20th day of July,
1992 to be renewed on July 20, 1994 and annually thereafter.
This Exhibit duly incorporates by reference the Sub-
Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 20th day of July, 1992.
ATTEST: Deposit Guaranty
National Bank
/s/ C. Edward Gibson By: /s/ W. Murry Pate
Secretary
Executive Vice President
Commercial
National Bank
/s/ Scott Irwin By: /s/ David H.
Nordyke
Secretary
Vice President
Exhibit (5)(ii)(b) under
Form N-1A
Exhibit (10) under Item
601/Reg S-K
Exhibit B
DG Investor Series
DG Government Income Fund
Sub-Advisory Agreement
For all services rendered by Sub-Adviser hereunder,
Adviser shall pay Sub-Adviser a Sub-Advisory Fee equal to .25
of 1% of the average daily net assets of the above-mentioned
portfolio. The Sub-Advisory Fee shall be accrued daily and
paid monthly as set forth in the Investment Advisory Contract
dated July 20, 1992.
The effective date hereof shall be the 20th day of July,
1992 to be renewed on July 20, 1994 and annually thereafter.
This Exhibit duly incorporates by reference the Sub-
Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 20th day of July, 1992.
ATTEST: Deposit Guaranty
National Bank
/s/ C. Edward Gibson By: /s/ W. Murry Pate
Secretary
Executive Vice President
Commercial
National Bank
/s/ Scott Irwin By: /s/ David H.
Nordyke
Secretary
Vice President
Exhibit (5)(ii)(c) under
Form N-1A
Exhibit (10) under Item
601/Reg S-K
Exhibit C
DG Investor Series
DG Limited Term Government Income Fund
Sub-Advisory Agreement
For all services rendered by Sub-Adviser hereunder,
Adviser shall pay Sub-Adviser a Sub-Advisory Fee equal to .25
of 1% of the average daily net assets of the above-mentioned
portfolio. The Sub-Advisory Fee shall be accrued daily and
paid monthly as set forth in the Investment Advisory Contract
dated July 20, 1992.
The effective date hereof shall be the 20th day of July,
1992 to be renewed on July 20, 1994 and annually thereafter.
This Exhibit duly incorporates by reference the Sub-
Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 20th day of July, 1992.
ATTEST: Deposit Guaranty
National Bank
/s/ C. Edward Gibson By: /s/ W. Murry Pate
Secretary
Executive Vice President
Commercial
National Bank
/s/ Scott Irwin By: /s/ David H.
Nordyke
Secretary
Vice President
Exhibit (5)(ii)(d) under
Form N-1A
Exhibit (10) under Item
601/Reg S-K
Exhibit D
DG Investor Series
DG Municipal Income Fund
Sub-Advisory Agreement
For all services rendered by Sub-Adviser hereunder,
Adviser shall pay Sub-Adviser a Sub-Advisory Fee equal to .25
of 1% of the average daily net assets of the above-mentioned
portfolio. The Sub-Advisory Fee shall be accrued daily and
paid monthly as set forth in the Investment Advisory Contract
dated July 20, 1992.
The effective date hereof shall be the 12th day of
December, 1992 to be renewed on December 12, 1994 and annually
thereafter.
This Exhibit duly incorporates by reference the Sub-
Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 12th day of December, 1992.
ATTEST: Deposit Guaranty
National Bank
/s/ C. Edward Gibson By: /s/ W. Murry Pate
Secretary
Executive Vice President
Commercial
National Bank
/s/ Terry Gaston By: /s/ David H.
Nordyke
Secretary
Vice President
Exhibit (5)(ii)(e) under
Form N-1A
Exhibit (10) under Item
601/Reg S-K
Exhibit E
DG Investor Series
DG Opportunity Fund
Sub-Advisory Agreement
For all services rendered by Sub-Adviser hereunder,
Adviser shall pay Sub-Adviser a Sub-Advisory Fee equal to .25
of 1% of the average daily net assets of the above-mentioned
portfolio. The Sub-Advisory Fee shall be accrued daily and
paid monthly as set forth in the Investment Advisory Contract
dated July 20, 1992.
The effective date hereof shall be the 1st day of June,
1994 to be renewed on June 1, 1996 and annually thereafter.
This Exhibit duly incorporates by reference the Sub-
Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 1st day of June, 1994.
ATTEST: Deposit Guaranty
National Bank
By:
Secretary
Executive Vice President
Commercial
National Bank
By:
Secretary
Vice President
1
Exhibit (6)(i) under Form N-
1A
Exhibit (10) under Item
601/Reg S-K
DISTRIBUTOR'S CONTRACT
Exhibit A
DG Investor Series
DG U.S. Government Money Market Fund
The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class. Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders. In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services to the Trust and its
shareholders.
2. Administrative support services may include, but are
not limited to, the following eleven functions: (1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings: the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions: Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance: Broker or Administrator
provides or arranges to provide accounting support for all
transactions. Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services: the Broker or Administrator
continuously provides information about the product needs of
customers.
3. During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .25% of the average aggregate net
asset value of the Shares held during the month. For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.
4. FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein. FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.
6. FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investors
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.
Witness the due execution hereof this 20th day of July,
1992.
ATTEST: DG
INVESTOR SERIES
/s/ John W. McGonigle By:/s/ E. C. Gonzales
Secretary
President
(SEAL)
ATTEST: FEDERATED
SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary
President
(SEAL)
Exhibit (6)(ii) under Form N-
1A
Exhibit (10) under Item
601/Reg S-K
DISTRIBUTOR'S CONTRACT
Exhibit B
DG Investor Series
DG Limited Term Government Income Fund
The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class. Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders. In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services to the Trust and its
shareholders.
2. Administrative support services may include, but are
not limited to, the following eleven functions: (1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings: the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions: Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance: Broker or Administrator
provides or arranges to provide accounting support for all
transactions. Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services: the Broker or Administrator
continuously provides information about the product needs of
customers.
3. During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .35% of the average aggregate net
asset value of the Shares held during the month. For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.
4. FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein. FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.
6. FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investors
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.
Witness the due execution hereof this 20th day of July,
1992.
ATTEST: DG INVESTOR
SERIES
/s/ John W. McGonigle By:/s/ E. C. Gonzales
Secretary
President
(SEAL)
ATTEST: FEDERATED
SECURITIES CORP.
/s/ S. Elliott Cohan
By:/s/ Richard B. Fisher
Secretary
President
(SEAL)
Exhibit (6)(iii) under Form N-
1A
Exhibit (10) under Item
601/Reg S-K
DISTRIBUTOR'S CONTRACT
Exhibit C
DG Investor Series
DG Government Income Fund
The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class. Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders. In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services to the Trust and its
shareholders.
2. Administrative support services may include, but are
not limited to, the following eleven functions: (1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings: the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions: Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance: Broker or Administrator
provides or arranges to provide accounting support for all
transactions. Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services: the Broker or Administrator
continuously provides information about the product needs of
customers.
3. During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .35% of the average aggregate net
asset value of the Shares held during the month. For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.
4. FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein. FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.
6. FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investors
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.
Witness the due execution hereof this 20th day of July,
1992.
ATTEST: DG
INVESTOR SERIES
/s/ John W. McGonigle By:/s/ E. C.
Gonzales
Secretary
President
(SEAL)
ATTEST: FEDERATED
SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard
B. Fisher
Secretary
President
(SEAL)
Exhibit (6)(iv) under Form N-
1A
Exhibit (10) under Item
601/Reg S-K
DISTRIBUTOR'S CONTRACT
Exhibit D
DG Investor Series
DG Equity Fund
The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class. Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders. In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services to the Trust and its
shareholders.
2. Administrative support services may include, but are
not limited to, the following eleven functions: (1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings: the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions: Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance: Broker or Administrator
provides or arranges to provide accounting support for all
transactions. Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services: the Broker or Administrator
continuously provides information about the product needs of
customers.
3. During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .35% of the average aggregate net
asset value of the Shares held during the month. For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.
4. FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein. FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.
6. FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investors
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.
Witness the due execution hereof this 20th day of July,
1992.
ATTEST: DG
INVESTOR SERIES
/s/ John W. McGonigle By:/s/ E.
C. Gonzales
Secretary
President
(SEAL)
ATTEST: FEDERATED
SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/
Richard B. Fisher
Secretary
President
(SEAL)
Exhibit (6)(v) under Form N-
1A
Exhibit (10) under Item
601/Reg S-K
DISTRIBUTOR'S CONTRACT
Exhibit E
DG Investor Series
DG Municipal Income Fund
The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class. Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders. In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services to the Trust and its
shareholders.
2. Administrative support services may include, but are
not limited to, the following eleven functions: (1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings: the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions: Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance: Broker or Administrator
provides or arranges to provide accounting support for all
transactions. Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services: the Broker or Administrator
continuously provides information about the product needs of
customers.
3. During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .35% of the average aggregate net
asset value of the Shares held during the month. For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.
4. FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein. FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.
6. FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investors
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.
Witness the due execution hereof this 12th day of December,
1992.
ATTEST: DG
INVESTOR SERIES
/s/ John W. McGonigle By:/s/ E. C.
Gonzales
Secretary
President
(SEAL)
ATTEST: FEDERATED
SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B.
Fisher
Secretary
President
(SEAL)
Exhibit (6)(vi) under Form N-
1A
Exhibit (10) under Item
601/Reg S-K
DISTRIBUTOR'S CONTRACT
Exhibit F
DG Investor Series
DG Opportunity Fund
The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class. Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders. In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services to the Trust and its
shareholders.
2. Administrative support services may include, but are
not limited to, the following eleven functions: (1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings: the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions: Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance: Broker or Administrator
provides or arranges to provide accounting support for all
transactions. Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services: the Broker or Administrator
continuously provides information about the product needs of
customers.
3. During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .35% of the average aggregate net
asset value of the Shares held during the month. For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.
4. FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein. FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.
6. FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investor
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.
Witness the due execution hereof this 1st day of June,
1994.
ATTEST: DG
INVESTOR SERIES
By:
Secretary
President
(SEAL)
ATTEST: FEDERATED
SECURITIES CORP.
By:
Secretary
President
(SEAL)
Exhibit (9)(iii) under Form N-
1A
Exhibit (10) under Item
601/Reg S-K
DG INVESTOR SERIES
SHAREHOLDER SERVICES AGREEMENT
This Agreement is made between the financial institution
executing this Agreement ("Provider") and Federated
Administrative Services ("FAS"), a Delaware business trust, on
behalf of certain classes of shares ("Classes") of the
investment companies listed in Exhibit A hereto (the "Funds"),
for which FAS administers Shareholder Services Plans ("Plans").
In consideration of the mutual covenants hereinafter contained,
and other good and valuable consideration the receipt of which
are hereby acknowledged by each party, it is hereby agreed by
and between the parties hereto as follows:
1. FAS hereby appoints Provider to render or cause to be
rendered personal services to shareholders of the Funds and/or
the maintenance of accounts of shareholders ("Shareholders") of
the Funds ("Services"). Provider agrees to provide certain
Services which, in its sole judgment, are necessary or desirable
for its customers who are Shareholders. Provider further agrees
to provide FAS, upon request, a written description of the
Services which Provider is providing hereunder.
2. The Services to be provided hereunder by Provider may
include, but are not limited to, the following:
(a) communicating account openings through computer terminals
located on the Provider's premises ("Computer
Terminals"), through a toll-free telephone number or
otherwise;
(b) communicating account closings via the Computer
Terminals, through a toll-free telephone number or
otherwise;
(c) entering purchase transactions through the Computer
Terminals, through a toll-free telephone number or
otherwise;
(d) entering redemption transactions through the Computer
Terminals, through a toll-free telephone number or
otherwise;
(e) electronically transferring and receiving funds for Fund
share purchases and redemptions, and confirming and
reconciling all such transactions;
(f) reviewing the activity in Fund accounts;
(g) providing training and supervision of its personnel; and
(h) responding to customers' and potential customers'
questions about the Funds.
The Services listed above are illustrative only. The Provider
is not required to perform each Service and may at any time
perform either more or fewer Services than described above.
3. During the term of this Agreement, the Funds will pay the
Provider fees as set forth in a written schedule delivered to
the Provider pursuant to this Agreement. The fee schedule for
Provider may be changed by FAS sending a new fee schedule to
Provider pursuant to Paragraph 10 of this Agreement. For the
payment period in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of the fee
on the basis of the number of days that this Agreement is in
effect during such payment period. To enable the Funds to
comply with an applicable exemptive order, Provider represents
that the fees received pursuant to this Agreement will be
disclosed to its customers, will be authorized by its customers,
and will not result in an excessive fee to Provider.
4. The Provider understands that the Department of Labor
views ERISA self-dealing and conflict of interest rules as
prohibiting fiduciaries of discretionary ERISA assets from
receiving administrative service fees or other compensation from
funds in which the fiduciary's discretionary ERISA assets are
invested. To date, the Department of Labor has not issued any
exemptive order or advisory opinion that would exempt
fiduciaries from this interpretation. Without specific
authorization from the Department of Labor, fiduciaries should
carefully avoid investing discretionary assets in any fund
pursuant to an arrangement where the fiduciary is to be
compensated by the fund for such investment.
5. The Provider agrees not to solicit or cause to be
solicited directly, or indirectly at any time in the future, any
proxies from the shareholders of a Fund in opposition to proxies
solicited by management of the Fund, unless a court of competent
jurisdiction shall have determined that the conduct of a
majority of the Board of Trustees of the Fund constitutes
willful misfeasance, bad faith, gross negligence or reckless
disregard of their duties. This paragraph 5 will survive the
term of this Agreement.
6. This Agreement shall continue in effect with respect to
each Class presently set forth on an exhibit and any subsequent
Classes added pursuant to an exhibit during the initial year of
this Agreement for one year from the date of its execution, and
thereafter for successive periods of one year if the form of
this Agreement is approved at least annually by the Board of the
Funds, including a majority of the members of the Board of the
Funds who are not interested persons of the Funds and have no
direct or indirect financial interest in the operation of the
Funds' Plan or in any related documents to the Plan
("Disinterested Board Members") cast in person at a meeting
called for that purpose. If this Agreement is adopted with
respect to a Class after the first annual aproval by the
Trustees as described above, this Agreement will be effective as
to that Class upon execution of the applicable exhibit and will
continue in effect until the next annual approval of this
Agreement by the Trustees and thereafter for successive periods
of one year subject to approval as described above.
7. Notwithstanding paragraph 6, this Agreement may be
terminated as follows:
(a) at any time, without the payment of any penalty, by the
vote of a majority of the Disinterested Board Members of
the Funds or by a vote of a majority of the outstanding
voting securities of the Funds as defined in the
Investment Company Act of 1940, as amended (the "1940
Act") on not more than sixty (60) days' written notice to
the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment
as defined in the 1940 Act ; and
(c) by either party to the Agreement without cause by giving
the other party at least sixty (60) days' written notice
of its intention to terminate.
8. The Provider agrees to obtain any taxpayer identification
number certification from its customers required under Section
3406 of the Internal Revenue Code of 1986, as amended, and any
applicable Treasury regulations, and to provide the Funds or
their designee with timely written notice of any failure to
obtain such taxpayer identification number certification in
order to enable the implementation of any required backup
withholding.
9. This Agreement supersedes any prior service agreements
with respect to the subject matter hereof between the parties
for the Fund.
10. This Agreement, including the schedules and exhibits
hereto, may be amended by FAS from time to time by the following
procedure. FAS will mail a copy of the amendment to the
Provider's address, as shown below. If the Provider does not
object to the amendment within thirty (30) days after its
receipt, the amendment will become part of the Agreement. The
Provider's objection must be in writing and be received by FAS
within such thirty (30) days.
11. The execution and delivery of this Agreement, pursuant to
the Plan, have been authorized by the Trustees of FAS and signed
by an authorized officer of FAS, acting as such, and neither
such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of
them personally, and the obligations of this Agreement are not
binding upon any of the Trustees or shareholders of FAS, but
bind only the trust property of FAS as provided in the
Declaration of Trust of FAS.
12. The Provider acknowledges and agrees that FAS has entered
into this Agreement solely in the capacity of agent for the
Funds and administrator of the Plans. The Provider agrees not
to claim that FAS is liable for any responsibilities or amounts
due by the Funds hereunder.
13. This Agreement shall be construed in accordance with the
Laws of the Commonwealth of Pennsylvania.
[Provider]
Address
City State
Zip Code
Dated: By:
Authorized Signature
Title
Print Name of Authorized Signer
FEDERATED ADMINISTRATIVE
SERVICES
Federated Investors Tower
Pittsburgh, PA 15222-3779
By:
Name:
Title:
EXHIBIT A
Shareholder Services Agreement
DG Investor Series (the "Funds")
Funds covered by this Agreement:
DG Opportunity Fund
Shareholder Service Fees
1. During the term of this Agreement, the Funds will pay
Provider a fee within ____ days of the end of each calendar
quarter. This fee will be computed at the annual rate of 0.15%
of the average net asset value of shares of the Funds held
during the quarter in accounts for which the Provider provides
Services under this Agreement.
2. For the quarterly period in which the Shareholder
Services Agreement becomes effective or terminates, there shall
be an appropriate proration of any fee payable on the basis of
the number of days that the Agreement is in effect during the
quarter.
-1-
Exhibit (9)(iv) under form
N-1A
Exhibit (10) under Item
601/Reg S-K
DG INVESTOR SERIES
Shareholder Services Plan
This Shareholder Services Plan ("Plan") is adopted as of
this day of , 1994, by the
Board of Trustees of DG Investor Series (the "Trust"), a
Massachusetts business trust, with respect to certain classes
("Classes") of the portfolios of the Trust (the "Portfolios")
set forth in exhibits hereto.
1. This Plan is adopted to allow the Trust to make payments
as contemplated herein to obtain certain personal services for
shareholders and/or the maintenance of shareholder accounts
("Services").
2. This Plan is designed to compensate broker/dealers and
other participating financial institutions and other persons
("Providers") for providing services to the Trust and its
shareholders. The Plan will be administered by Federated
Administrative Services ("FAS"). In compensation for the
services provided pursuant to this Plan, Providers will be paid
a monthly fee computed at the annual rate not to exceed .15% of
the average aggregate net asset value of the shares of the Trust
held during the month.
3. Any payments made by the Portfolios to any Provider
pursuant to this Plan will be made pursuant to the "Shareholder
Services Agreement" entered into by FAS on behalf of the Trust
and the Provider. Providers which have previously entered into
"Administrative Agreements" or "Rule 12b-1 Agreements" with
Federated Securities Corp. may be compensated under this Plan
for Services performed pursuant to those Agreements until the
Providers have executed a "Shareholder Services Agreement"
hereunder.
4. The Trust has the right (i) to select, in its sole
discretion, the Providers to participate in the Plan and (ii) to
terminate without cause and in its sole discretion any
Shareholder Services Agreement.
5. Quarterly in each year that this Plan remains in effect,
FAS shall prepare and furnish to the Board of Trustees of the
Trust, and the Board of Trustees shall review, a written report
of the amounts expended under the Plan.
6. This Plan shall become effective (i) after approval by
majority votes of: (a) the Trust's Board of Trustees; and (b)
the members of the Board of the Trust who are not interested
persons of the Trust and have no direct or indirect financial
interest in the operation of the Trust's Plan or in any related
documents to the Plan ("Disinterested Trustees"), cast in person
at a meeting called for the purpose of voting on the Plan; and
(ii) upon execution of an exhibit adopting this Plan.
7. This Plan shall remain in effect with respect to each
Class presently set forth on an exhibit and any subsequent
Classes added pursuant to an exhibit during the initial year of
the Plan for the period of one year from the date set forth
above and may be continued thereafter if this Plan is approved
with respect to each Class at least annually by a majority of
the Trust's Board of Trustees and a majority of the
Disinterested Trustees, cast in person at a meeting called for
the purpose of voting on such Plan. If this Plan is adopted
with respect to a Class after the first annual approval by the
Trustees as described above, this Plan will be effective as to
that Class upon execution of the applicable exhibit pursuant to
the provisions of paragraph 6(ii) above and will continue in
effect until the next annual approval of this Plan by the
Trustees and thereafter for successive periods of one year
subject to approval as described above.
8. All material amendments to this Plan must be approved by
a vote of the Board of Trustees of the Trust and of the
Disinterested Trustees, cast in person at a meeting called for
the purpose of voting on it.
9. This Plan may be terminated at any time by: (a) a
majority vote of the Disinterested Trustees; or (b) a vote of a
majority of the outstanding voting securities of the Trust as
defined in Section 2(a)(42) of the Investment Company Act of
1940, as amended.
10. While this Plan shall be in effect, the selection and
nomination of Disinterested Trustees of the Trust shall be
committed to the discretion of the Disinterested Trustees then
in office.
11. All agreements with any person relating to the
implementation of this Plan shall be in writing and any
agreement related to this Plan shall be subject to termination,
without penalty, pursuant to the provisions of Paragraph 9
herein.
12. This Plan shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
Witness the due execution hereof this day of ,
1994.
DG INVESTOR SERIES
By:
President
EXHIBIT A
to Shareholder Services Plan of
DG INVESTOR SERIES
DG Opportunity Fund
This Plan is adopted by DG Investor Series with respect to
the Class of Shares of the portfolio of the Trust as set forth
above.
In compensation for the services provided pursuant to this
Plan, Providers will be paid a monthly fee computed at the
annual rate of 0.15 of 1% of the average aggregate net asset
value of the DG Opportunity Fund held during the month.
Witness the due execution hereof this day of
, 1994.
DG INVESTOR SERIES
By:
President
1
Exhibit 4
DG Investor Series
PLAN
This Plan ("Plan") is adopted as of May 5, 1992, by the
Board of Trustees of DG Investor Series (the "Trust"), a
Massachusetts business trust with respect to certain classes of
shares ("Classes") of the portfolios of the Trust (the "Funds")
set forth in exhibits hereto.
1. This Plan is adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940 ("Act") so as to allow the Trust
to make payments as contemplated herein, in conjunction with the
distribution of Classes of the Funds ("Shares").
2. This Plan is designed to finance activities of Federated
Securities Corp. ("FSC") principally intended to result in the
sale of Shares to include: (a) providing incentive to
broker/dealers ("Brokers") to sell Shares and to provide
administrative support services to the Funds and their
shareholders; (b) compensating other participating financial
institutions and other persons ("Administrators") for providing
administrative support services to the Funds and their
shareholders; (c) paying for the costs incurred in conjunction
with advertising and marketing of Shares to include expenses of
preparing, printing and distributing prospectuses and sales
literature to prospective shareholders, Brokers or
Administrators, and; (d) other costs incurred in the
implementation and operation of the Plan. In compensation for
services provided pursuant to this Plan, FSC will be paid a fee
in respect of the Classes set forth on the applicable exhibit.
3. Any payment to FSC in accordance with this Plan will be
made pursuant to the "Distributor's Contract" entered into by the
Trust and FSC. Any payments made by FSC to Brokers and
Administrators with funds received as compensation under this
Plan will be made pursuant to the "Rule 12b-1 Agreement" entered
into by FSC and the Broker or Administrator.
4. FSC has the right (i) to select, in its sole discretion,
the Brokers and Administrators to participate in the Plan and
(ii) to terminate without cause and in its sole discretion any
Rule 12b-1 Agreement.
5. Quarterly in each year that this Plan remains in effect,
FSC shall prepare and furnish to the Board of Trustees of the
Trust, and the Board of Trustees shall review, a written report
of the amounts expended under the Plan and the purpose for which
such expenditures were made.
6. This Plan shall become effective with respect to each
Class (i) after approval by majority votes of: (a) the Trust's
Board of Trustees; (b) the Disinterested Trustees of the Trust,
cast in person at a meeting called for the purpose of voting on
the Plan; and (c) the outstanding voting securities of the
particular Class, as defined in Section 2(a)(42) of the Act and
(ii) upon execution of an exhibit adopting this Plan with respect
to such Class.
7. This Plan shall remain in effect with respect to each
Class presently set forth on an exhibit and any subsequent
Classes added pursuant to an exhibit during the initial year of
this Plan for the period of one year from the date set forth
above and may be continued thereafter if this Plan is approved
with respect to each Class at least annually by a majority of the
Trust's Board of Trustees and a majority of the Disinterested
Trustees, cast in person at a meeting called for the purpose of
voting on such Plan. If this Plan is adopted with respect to a
Class after the first annual approval by the Trustees as
described above, this Plan will be effective as to that Class
upon execution of the applicable exhibit pursuant to the
provisions of paragraph 6(ii) above and will continue in effect
until the next annual approval of this Plan by the Trustees and
thereafter for successive periods of one year subject to approval
as described above.
8. All material amendments to this Plan must be approved by
a vote of the Board of Trustees of the Trust and of the
Disinterested Trustees, cast in person at a meeting called for
the purpose of voting on it.
9. This Plan may not be amended in order to increase
materially the costs which the Classes may bear for distribution
pursuant to the Plan without being approved by a majority vote of
the outstanding voting securities of the Classes as defined in
Section 2(a)(42) of the Act.
10. This Plan may be terminated with respect to a
particular Class at any time by: (a) a majority vote of the
Disinterested Trustees; or (b) a vote of a majority of the
outstanding voting securities of the particular Class as defined
in Section 2(a)(42) of the Act; or (c) by FSC on 60 days notice
to the Trust.
11. While this Plan shall be in effect, the selection and
nomination of Disinterested Trustees of the Trust shall be
committed to the discretion of the Disinterested Trustees then in
office.
12. All agreements with any person relating to the
implementation of this Plan shall be in writing and any agreement
related to this Plan shall be subject to termination, without
penalty, pursuant to the provisions of Paragraph 10 herein.
13. This Plan shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
Exhibit (15)(i)(a) under Form
N-1A
Exhibit (10) under Item
601/Reg S-K
PLAN
EXHIBIT A
DG Investor Series
DG U.S. Government Money Market Fund
This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.
In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .25 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.
Witness the due execution hereof this 5th day of May, 1992.
DG INVESTOR SERIES
By:/s/ Edward C. Gonzales
President
Exhibit (15)(i)(b) under Form
N-1A
Exhibit (10) under Item
601/Reg S-K
PLAN
EXHIBIT B
DG Investor Series
DG Limited Term Government Income Fund
This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.
In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .35 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.
Witness the due execution hereof this 20th day of July,
1992.
DG INVESTOR SERIES
By:/s/ Edward C. Gonzales
President
Exhibit (15)(i)(c) under Form
N-1A
Exhibit (10) under Item
601/Reg S-K
PLAN
EXHIBIT C
DG Investor Series
DG Government Income Fund
This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.
In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .35 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.
Witness the due execution hereof this 20th day of July,
1992.
DG INVESTOR SERIES
By:/s/ Edward C. Gonzales
President
Exhibit (15)(i)(d) under Form
N-1A
Exhibit (10) under Item
601/Reg S-K
PLAN
EXHIBIT D
DG Investor Series
DG Equity Fund
This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.
In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .35 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.
Witness the due execution hereof this 20th day of July,
1992.
DG INVESTOR SERIES
By:/s/ Edward C. Gonzales
President
Exhibit (15)(i)(e) under Form
N-1A
Exhibit (10) under Item
601/Reg S-K
PLAN
EXHIBIT E
DG Investor Series
DG Municipal Income Fund
This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.
In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .35 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.
Witness the due execution hereof this 12th day of December,
1992.
DG INVESTOR SERIES
By:/s/ Edward C. Gonzales
President
Exhibit (15)(i)(f) under Form
N-1A
Exhibit (10) under Item
601/Reg S-K
PLAN
EXHIBIT F
DG Investor Series
DG Opportunity Fund
This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.
In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .35 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.
Witness the due execution hereof this 1st day of June, 1994.
DG INVESTOR SERIES
By:
President
1
Exhibit (15)(ii) under Form N-
1A
Exhibit (10) under Item
601/Reg S-K
RULE 12b-1 AGREEMENT
This Agreement is made between the Financial Institution
executing this Agreement ("Administrator") and Federated
Securities Corp. ("FSC") for the mutual funds (referred to
individually as the "Fund" and collectively as the "Funds") for
which FSC serves as Distributor of shares of beneficial interest
or capital stock ("Shares") and which have adopted a Rule 12b-1
Plan ("Plan") and approved this form of agreement pursuant to
Rule 12b-1 under the Investment Company Act of 1940. In
consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. FSC hereby appoints Administrator to render or cause
to be rendered sales and administrative support services to the
Funds with respect to the Classes thereof and their
shareholders.
2. The services to be provided under Paragraph 1 may
include, but are not limited to, the following:
(a) communicating account openings through computer
terminals located on the Administrator's premises
("computer terminals"), through a toll-free telephone
number or otherwise;
(b) communicating account closings via the computer
terminals, through a toll-free telephone number or
otherwise;
(c) entering purchase transactions through the computer
terminals, through a toll-free telephone number or
otherwise;
(d) entering redemption transactions through the computer
terminals, through a toll-free telephone number or
otherwise;
(e) electronically transferring and receiving funds for
Fund Share purchases and redemptions, and confirming and
reconciling all such transactions;
(f) reviewing the activity in Fund accounts;
(g) providing training and supervision of its personnel;
(h) maintaining and distributing current copies of
prospectuses and shareholder reports;
(i) advertising the availability of its services and
products;
(j)providing assistance and review in designing materials
to send to customers and potential customers and
developing methods of making such materials accessible to
customers and potential customers; and
(k) responding to customers' and potential customers'
questions about the Funds.
The services listed above are illustrative. The Administrator
is not required to perform each service and may at any time
perform either more or fewer services than described above.
3. During the term of this Agreement, FSC will pay the
Administrator fees for each Fund as set forth in a written
schedule delivered to the Administrator pursuant to this
Agreement. FSC's fee schedule for Administrator may be changed
by FSC sending a new fee schedule to the Administrator pursuant
to Paragraph 12 of this Agreement. For the payment period in
which this Agreement becomes effective or terminates, there
shall be an appropriate proration of the fee on the basis of the
number of days that the Rule 12b-1 Agreement is in effect during
the quarter.
4. The Administrator will not perform or provide any
duties which would cause it to be a fiduciary under Section 4975
of the Internal Revenue Code, as amended. For purposes of that
Section, the Administrator understands that any person who
exercises any discretionary authority or discretionary control
with respect to any individual retirement account or its assets,
or who renders investment advice for a fee, or has any authority
or responsibility to do so, or has any discretionary authority
or discretionary responsibility in the administration of such an
account, is a fiduciary.
5. The Administrator understands that the Department of
Labor views ERISA as prohibiting fiduciaries of discretionary
ERISA assets from receiving administrative service fees or other
compensation from funds in which the fiduciary's discretionary
ERISA assets are invested. To date, the Department of Labor has
not issued any exemptive order or advisory opinion that would
exempt fiduciaries from this interpretation. Without specific
authorization from the Department of Labor, fiduciaries should
carefully avoid investing discretionary assets in any fund
pursuant to an arrangement where the fiduciary is to be
compensated by the fund for such investment. Receipt of such
compensation could violate ERISA provisions against fiduciary
self-dealing and conflict of interest and could subject the
fiduciary to substantial penalties.
6. The Administrator agrees not to solicit or cause to be
solicited directly, or indirectly at any time in the future, any
proxies from the shareholders of any or all of the Funds in
opposition to proxies solicited by management of the Fund or
Funds, unless a court of competent jurisdiction shall have
determined that the conduct of a majority of the Board of
Trustees of the Fund or Funds constitutes willful misfeasance,
bad faith, gross negligence or reckless disregard of their
duties. This paragraph 6 will survive the term of this
Agreement.
7. With respect to each Fund this Agreement shall continue
in effect for one year from the date of its execution, and
thereafter for successive periods of one year if the form of
this Agreement is approved at least annually by the Trustees of
the Fund, including a majority of the members of the Board of
Trustees of the Fund who are not interested persons of the Fund
and have no direct or indirect financial interest in the
operation of the Fund's Plan or in any related documents to the
Plan ("Disinterested Trustees") cast in person at a meeting
called for that purpose.
8. Notwithstanding paragraph 7, this Agreement may be
terminated as follows:
(a) at any time, without the payment of any penalty, by
the vote of a majority of the Disinterested Trustees of
the Fund or by a vote of a majority of the outstanding
voting securities of the Fund as defined in the
Investment Company Act of 1940 on not more than sixty
(60) days' written notice to the parties to this
Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act of
1940 or upon the termination of the "Administrative
Support and Distributor's Contract" or "Distributor's
Contract" between the Fund and FSC; and
(c) by either party to the Agreement without cause by
giving the other party at least sixty (60) days' written
notice of its intention to terminate.
9. The termination of this Agreement with respect to any
one Fund will not cause the Agreement's termination with respect
to any other Fund.
10. The Administrator agrees to obtain any taxpayer
identification number certification from its customers required
under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide FSC or its
designee with timely written notice of any failure to obtain
such taxpayer identification number certification in order to
enable the implementation of any required backup withholding.
11. This Agreement supersedes any prior service agreements
between the parties for the Funds.
12. This Agreement may be amended by FSC from time to time
by the following procedure. FSC will mail a copy of the
amendment to the Administrator's address, as shown below. If
the Administrator does not object to the amendment within thirty
(30) days after its receipt, the amendment will become part of
the Agreement. The Administrator's objection must be in writing
and be received by FSC within such thirty days.
13. This Agreement shall be construed in accordance with
the Laws of the Commonwealth of Pennsylvania.
ADMINISTRATOR
Address
City State Zip Code
Dated:
By:
Authorized Signature
Title
Print Name of Authorized Signature
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-
3779
By:
Richard B. Fisher, President
FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH
FEDERATED SECURITIES CORP.
June 1, 1994
DG INVESTOR SERIES
FSC will pay the Administrator a periodic fee for the
following Funds and Classes computed at an annual rate of the
average net asset value of Shares held in each of these Funds
and Classes during the period in accounts for which the
Administrator provides services under the 12b-1 Agreement, so
long as the average net asset value of the Shares in the Funds
and Classes during the period is at least $100,000.
Fund and Class of Shares Fee Rate Period Date
DG U.S. Government Money
Market Fund .25 of 1% Quarterly May 5, 1992
DG Limited Term Government
Income Fund .35 of 1% Quarterly July 20, 1992
DG Government Income Fund .35 of 1% Quarterly
July 20, 1992
DG Equity Fund .35 of 1% Quarterly July 20, 1992
DG Municipal Income Fund .35 od 1% Quarterly December 12,
1992
DG Opportunity Fund .35 of 1% Quarterly
, 1994
