SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [ ] Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
DG INVESTOR SERIES
............................................................
(Name of Registrant as Specified In Its Charter)
Federated Investors
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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DG INVESTOR SERIES
DG LIMITED TERM GOVERNMENT INCOME FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 12, 1998
A special meeting of the shareholders of DG Limited Term Government Income
Fund, a portfolio of DG Investor Series, will be held at Federated Investors
Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779, at 2:00 p.m.
(Eastern time), on January 12, 1998, for the following purposes:
(1) APPROVAL OR DISAPPROVAL OF A CHANGE TO THE INVESTMENT OBJECTIVE
OF DG LIMITED TERM GOVERNMENT INCOME FUND; AND
(2) TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
The Board of Trustees has fixed November 17, 1997, as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Trustees
John W. McGonigle
Secretary
November 26, 1997
SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY TO AVOID ADDITIONAL
EXPENSE.
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE
ENCLOSED PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT THE
NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
3
DG INVESTOR SERIES
Federated Investors Tower
Pittsburgh, PA 15222-3779
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees of DG
Investor Series (the "Trust") with respect to DG Limited Term Government Income
Fund (the "Fund"). The proxies will be voted at the special meeting of
shareholders of the Fund to be held on January 12, 1998, at the offices of the
Trust, Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (such
special meeting and any adjournment or postponement thereof are referred to as
the "Special Meeting"). The proxy is revocable at any time before it is voted by
sending written notice of the revocation to the Trust or by appearing personally
at the Special Meeting.
The cost of preparing and mailing the notice of meeting, this proxy statement,
proxy card and any additional proxy material has been or is to be borne by the
Fund. Proxy solicitations will be made primarily by mail, but may also be made
by telephone, telegraph, or personal interview conducted by certain officers or
employees of the Trust, of Federated Shareholder Services Company (the Trust's
transfer agent) or of Federated Administrative Services (the Trust's
administrator). In the event that a shareholder signs, dates, and returns the
proxy ballot but does not indicate a choice as to the item on the proxy ballot,
the proxy attorneys will vote those shares in favor of such proposal.
The purposes of the Special Meeting are set forth in the accompanying Notice of
Special Meeting of Shareholders. The Trustees know of no business other than
that mentioned in the Notice that will be presented for consideration at the
Special Meeting. Should other business properly be brought before the Special
Meeting, proxies will be voted in accordance with the best judgment of the
persons named as proxies. This Proxy Statement and the enclosed proxy card are
expected to be mailed on or about November 26, 1997, to shareholders of record
at the close of business on November 17, 1997 (the "Record Date").
Only shareholders of record on the Record Date will be entitled to vote at the
Special Meeting. On the Record Date, the Fund had outstanding 8,131,725.89
shares of beneficial interest. Holders of more than fifty percent of the total
number of outstanding shares of the Fund, present in person or by proxy, shall
be required to constitute a quorum at the Special Meeting for the purpose of
voting on the proposal offered.
Each share of the Fund is entitled to one vote, and fractional shares are
entitled to proportionate shares of one vote. At the close of business on the
Record Date, the following persons owned, to the knowledge of management, more
than 5% of the outstanding shares of the Fund: Deposit Guaranty National Bank,
Jackson, Mississippi, acting in various capacities for numerous accounts, was
owner of record of 6,494,412 shares (79.87%) and Commercial National Bank,
Shreveport, Louisiana, acting in various capacities for numerous accounts, was
owner of record of 944,015 shares (11.61%).
The favorable vote of a majority, as defined in the Investment Company Act of
1940 (the "1940 Act"), of the outstanding voting securities of the Fund is
required for approval of the proposal to approve a change to the investment
objective of the Fund. The vote of shareholders of a majority (as so defined in
the 1940 Act) of outstanding securities means (a) the vote of the holders of 67%
or more of the shares present at the meeting, if the holders of 50% or more of
the outstanding voting securities of the Fund are present or represented by
proxy, or (b) the vote of the holders of more than 50% of the outstanding
shares, whichever is less.
For purposes of determining the presence of a quorum and counting votes on the
matters presented, shares represented by abstentions and "broker non-votes" will
be counted as present, but not as votes cast, at the Special Meeting. Under the
Trust's Declaration of Trust, the vote will be determined on the basis of a
percentage of votes cast at the Special Meeting. Under the 1940 Act, the
affirmative vote necessary to approve a change to the investment objective of
the Fund is determined with reference to a percentage of votes present at the
Special Meeting, which would have the effect of treating abstentions and
non-votes as if they were votes against the proposal.
The Trust will furnish, without charge, a copy of the annual report, which
includes audited financial statements for the fiscal year ended February 28,
1997, and a copy of the semi-annual report for the period ended August 31, 1997,
to any shareholder of record upon request. Requests for an annual report and/or
semi-annual report should be directed to the Trust's principal executive offices
located at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 or by
calling toll-free 1-800-530-7377.
APPROVAL OR DISAPPROVAL OF A CHANGE TO THE
INVESTMENT OBJECTIVE OF DG LIMITED TERM GOVERNMENT INCOME FUND
The Board of Trustees of the Fund, at its meeting on November 17, 1997,
approved an amendment to the investment objective of the Fund. It is proposed
that the present investment objective of the Fund, which cannot be changed
without shareholder approval, stated as:
"The investment objective of DG Limited Term Government Income Fund is
current income, the weighted-average duration of which will at all times be
limited to between one and six years."
be changed to read as follows:
"The investment objective of DG Limited Term Government Income Fund is
current income, while maintaining a weighted-average duration which will at all
times be limited to between one and three years."
The change is being submitted for shareholder approval at the Special
Meeting. Management of the Fund is recommending that the proposed change in the
investment objective (which would shorten the maximum weighted-average duration
of the Fund to three years from six years) be approved in order to decrease the
potential magnitude of fluctuations in the Fund's net asset value. Portfolios
composed of securities with short durations generally have less volatile net
asset values than those composed of securities of with longer durations.
The proposed change in investment objective would not result in a change
in the management of the Fund, because ParkSouth Corporation, the Fund's
investment adviser, has, as a matter of past operating policy, limited the
Fund's duration to three years in order to attempt to minimize fluctuation of
the Fund's net asset value. The investment adviser believes that the recommended
change in stated investment objective may promote the growth of Fund assets by
attracting investors whose investment goals are to achieve current income
consistent with capital preservation.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS APPROVAL BY SHAREHOLDERS OF
THE FUND OF THE PROPOSED CHANGE TO THE INVESTMENT OBJECTIVE OF THE FUND.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Trust is not required, and does not intend, to hold annual meetings of
shareholders. Shareholders wishing to submit proposals for consideration for
inclusion in a proxy statement for the next meeting of shareholders should send
their written proposals to DG Investor Series, Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779, so that they are received within a
reasonable time before any such meeting.
No business other than the matter described above is expected to come
before the Special Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or postponement
of the Special Meeting, the persons named on the enclosed proxy card will vote
on such matters according to their best judgment in the interests of the Fund.
PROXIES, QUORUM AND VOTING AT THE SPECIAL MEETING
Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a superseding proxy or by submitting a written notice of
revocation to the Secretary of the Trust. In addition, although mere attendance
at the Special Meeting will not revoke a proxy, a shareholder present at the
Special Meeting may withdraw his or her proxy and vote in person. All properly
executed and unrevoked proxies received in time for the Special Meeting will be
voted in accordance with the instructions contained in the proxies. If no
instruction is given, the persons named as proxies will vote the shares
represented thereby in favor of the matters set forth in the attached Notice.
In the event that, at the time any session of the Special Meeting is
called to order, a quorum is not present at the Special Meeting, or in the event
that a quorum is present at the Special Meeting but sufficient votes to approve
the proposal are not received, the persons named as proxies may propose one or
more adjournments of the Special Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority of
those shares affected by the adjournment represented at the Special Meeting in
person or by proxy. If a quorum is present, the persons named as proxies will
vote those proxies which they are entitled to vote FOR the proposal in favor of
such an adjournment, and will vote those proxies required to be voted AGAINST
the proposal against any adjournment. A shareholder vote may be taken on the
proposal in this Proxy Statement prior to any such adjournment if sufficient
votes have been received for approval. Under the Declaration of Trust of the
Trust, a quorum is constituted by the presence in person or by proxy of the
holders of a majority of the issued and outstanding shares of the Fund entitled
to vote at the Special Meeting.
SHAREHOLDERS ARE REQUESTED TO
COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD
AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHICH
NEEDS NO POSTAGE IF
MAILED IN THE UNITED
STATES.
By Order of the Trustees
JOHN W. McGONIGLE
Secretary
November 26, 1997
DG INVESTOR SERIES
DG LIMITED TERM GOVERNMENT INCOME FUND
INVESTMENT ADVISER
PARKSOUTH CORPORATION
P.O. Box 1200
Jackson, Mississippi 39215-1200
DISTRIBUTOR
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
ADMINISTRATOR
FEDERATED ADMINISTRATIVE SERVICES
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Cusip 23321N509
GO1258-25(11/97)
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of DG
Limited Term Government Income Fund hereby appoint C. Grant Anderson, Patricia
F. Conner, Marie M. Hamm, Suzanne W. Land, and Susan M. Jones, or any one of
them, true and lawful attorneys, with the power of substitution of each, to vote
all shares of DG Limited Term Government Income Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders to be held on January
12, 1998, at Federated Investors Tower, Pittsburgh, Pennsylvania, at 2:00 p.m.,
and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choice made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Special
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF DG INVESTOR
SERIES. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL 1.
PROPOSAL 1. APPROVAL OR DISAPPROVAL OF A CHANGE TO THE INVESTMENT OBJECTIVE OF
DG LIMITED TERM GOVERNMENT INCOME FUND.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT
Please complete, sign and return _____________________
this card as soon as possible. Date
Mark with an X in the box. _____________________
Signature
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Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
DO YOU HAVE ANY COMMENTS?
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HAS YOUR ADDRESS CHANGED?
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DG INVESTOR SERIES
DG LIMITED TERM GOVERNMENT INCOME FUND
Dear Shareholder:
Please take note of the important information enclosed with the Proxy Ballot.
There is an issue related to the management and operation of your Fund that
requires your immediate attention and approval. It is discussed in detail in the
enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the box on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy card in the enclosed
postage paid envelope.
Your vote must be received prior to the Special Meeting of Shareholders, January
12, 1998.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
DG Investor Series