SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Federated Total Return Series, Inc.
(Name of Registrant as Specified In Its Charter)
(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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1
FEDERATED TOTAL RETURN SERIES, INC.
FEDERATED LIMITED DURATION FUND
FEDERATED TOTAL RETURN BOND FUND
FEDERATED ULTRASHORT BOND FUND
FEDERATED MORTGAGE FUND
Proxy Statement - Please Vote!
TIME IS OF THE ESSENCE ...VOTING ONLY TAKES A FEW MINUTES AND YOUR
PARTICIPATION IS IMPORTANT! ACT NOW TO HELP THE FUND AVOID ADDITIONAL EXPENSE.
Federated Total Return Series, Inc. will hold an annual meeting of
shareholders on March 23, 1999. It is important for you to vote on the issues
described in this Proxy Statement. We recommend that you read the Proxy
Statement in its entirety; the explanations will help you to decide on the
issues.
Following is an introduction to the proposals and the process.
Why am I being asked to vote?
Mutual funds are required to obtain shareholders' votes for certain types
of changes, like those included in this Proxy Statement. You have a right to
vote on these changes.
What issues am I being asked to vote on?
The proposals include the election of Directors and ratification of
independent auditors.
Why are individuals recommended for election to the Board of Directors?
The Fund is devoted to serving the needs of its shareholders, and the Board
is responsible for managing the Fund's business affairs to meet those needs. The
Board represents the shareholders and can exercise all of the Fund's powers,
except those reserved only for shareholders.
Directors are selected on the basis of their education and professional
experience. Candidates are chosen based on their distinct interest in, and
capacity for understanding the complexities of, the operation of a mutual fund.
These individuals bring considerable experience to the impartial oversight of a
fund's operation.
The Proxy Statement includes a brief description of each nominee's history
and current position with the Fund, if applicable.
Why am I being asked to vote on the ratification of independent auditors?
The independent auditors conduct a professional examination of accounting
documents and supporting data to render an opinion on the material fairness of
the information. Because financial reporting involves discretionary decision
making, the auditors' opinion is an important assurance to both the Fund and its
investors.
The Board of Directors approved the selection of Ernst & Young LLP,
long-time auditors of the Fund, for the current fiscal year and believes that
the continued employment of this firm is in the Fund's best interests.
How do I vote my shares?
You may vote in person at the annual meeting of shareholders or complete
and return the enclosed Proxy Card. If you sign and return the Proxy Card
without indicating a preference, your vote will be cast "for" all the proposals.
You may also vote by telephone at 1-800-690-6903, or through the Internet
at www.proxyvote.com. If you choose to help save the Fund time and postage costs
by voting through the Internet or by telephone, please don't return your Proxy
Card. If you do not respond at all, we may contact you by telephone to request
that you cast your vote.
Who do I call if I have questions about the Proxy Statement?
Call your Investment Professional or a Federated Client Service Representative.
Federated's toll-free number is
1-800-341-7400.
After careful consideration, the Board of Directors has unanimously approved
these proposals. The Board recommends that you read the enclosed materials
carefully and vote for all proposals.
DEFINITIVE
** 1 FEDERATED TOTAL RETURN SERIES, INC.
** 2 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
** 3 TO BE HELD MARCH 23, 1999
** 4 An annual meeting of the shareholders of Federated Ultrashort Bond
Fund, Federated Total Return Bond Fund, Federated Mortgage Fund and Federated
Limited Duration Fund, each portfolios (collectively, the "Portfolios") of
Federated Total Return Series, Inc. (the "Fund") will be held at 5800 Corporate
Drive, Pittsburgh, Pennsylvania 15237-7000, at 12:00 noon (Eastern time), on
March 23, 1999 to consider proposals:
** 5 (1) To elect seven Directors.
** 6 (2) To ratify the selection of the Fund's independent auditors. ====
** 7 To transact such other business as may properly come before the
meeting or any adjournment thereof.
** 8 The Board of Directors has fixed January 22, 1999 as the record date
for determination of shareholders entitled to vote at the meeting.
** 9 By Order of the Board of Directors,
** 10 John W. McGonigle
** 11 Secretary
February 3, 1999
** 12 YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE
ENCLOSED PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE
AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT
THE ANNUAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
TABLE OF CONTENTS
About the Proxy Solicitation and the Annual Meeting.....................3
Election of Seven Directors.............................................4
About the Election of Directors.........................................4
Directors Standing for Election.........................................5
Nominees Not Presently Serving as Directors.............................5
Ratification of the Selection of the Independent Auditors...............6
Information About the Fund..............................................6
Proxies, Quorum and Voting at the Annual Meeting........................6
Share Ownership of the Directors........................................7
Director Compensation...................................................8
Officers of the Fund....................................................9
Other Matters and Discretion of Attorneys Named in the Proxy...........12
DEFINITIVE
PROXY STATEMENT
FEDERATED TOTAL RETURN SERIES, INC.
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
About the Proxy Solicitation and the Annual Meeting
The enclosed proxy is solicited on behalf of the Board of Directors of the
Fund (the "Board" or "Directors"), which presently consists of four portfolios
or series: Federated Ultrashort Bond Fund, Federated Total Return Bond Fund,
Federated Mortgage Fund and Federated Limited Duration Fund (collectively, the
"Portfolios"). The proxies will be voted at the annual meeting of shareholders
of the Fund to be held on March 23, 1999 at 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7000, at 12:00 noon (such annual meeting and any adjournment
or postponement thereof are referred to as the "Annual Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Fund. In addition to solicitations through the
mails, proxies may be solicited by officers, employees, and agents of the Fund
or, if necessary, a communications firm retained for this purpose. Such
solicitations may be by telephone, telegraph, through the Internet or otherwise.
Any telephonic solicitations will follow procedures designed to ensure accuracy
and prevent fraud, including requiring identifying shareholder information,
recording the shareholder's instructions, and confirming to the shareholder
after the fact. Shareholders who communicate proxies by telephone or by other
electronic means have the same power and authority to issue, revoke, or
otherwise change their voting instruction as shareholders submitting proxies in
written form. The Fund will reimburse custodians, nominees, and fiduciaries for
the reasonable costs incurred by them in connection with forwarding solicitation
materials to the beneficial owners of shares held of record by such persons.
The purposes of the Annual Meeting are set forth in the accompanying
Notice. The Directors know of no business other than that mentioned in the
Notice that will be presented for consideration at the Annual Meeting. Should
other business properly be brought before the Annual 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 February 3, 1999, to shareholders of record at the close of business on
January 22, 1999 (the "Record Date"). On the Record Date, the Fund had
outstanding _________24,022,381.2310 shares of common stock, allocated among the
Portfolios as follows:
Shares of
Portfolio Common Stock
Federated Ultrashort Bond Fund 7,379,962.0770
Federated Total Return Bond Fund 11,965,173.0170
Federated Mortgage Fund 558,204.7570
Federated Limited Duration Fund 4,119,041.3800
The Fund's annual report, which includes audited financial statements for
the fiscal year ended September 30, 1998, was previously mailed to shareholders.
The Fund's principal executive offices are located at Federated Investors Funds,
5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000. The Fund's toll-free
telephone number is 1-800-341-7400.
PROPOSAL #1: ELECTION OF SEVEN DIRECTORS
The persons named as proxies intend to vote in favor of the election of
Thomas G. Bigley, Nicholas P. Constantakis, John F. Cunningham, J. Christopher
Donahue, Charles F. Mansfield, Jr., John E. Murray, Jr. and John S. Walsh
(collectively, the "Nominees") as Directors of the Fund. Messrs. Bigley,
Constantakis, Donahue, and Murray are presently serving as Directors. If elected
by shareholders, Messrs. Cunningham, Mansfield and Walsh are expected to assume
their responsibilities as Directors effective April 1, 1999. Please see "About
the Election of Directors" below for current information about the Nominees.
Messrs. Bigley, Murray and Donahue were appointed Directors on November 15,
1994, February 14, 1995 and March 23, 1995, respectively, also to fill vacancies
resulting from the decision to expand the size of the Board. Mr. Constantakis
was appointed a Director on February 23, 1998, to fill the vacancy created by
the death of Mr. Gregor Meyer on November 2, 1997. Messrs. Cunningham, Mansfield
and Walsh are being proposed for election as Directors to fill vacancies
anticipated to result from the resignations of three current Directors. The
anticipated resignations will not occur if Messrs. Cunningham, Mansfield and
Walsh are not elected as Directors.
All Nominees have consented to serve if elected. If elected, the Directors
will hold office without limit in time until death, resignation, retirement, or
removal or until the next meeting of shareholders to elect Directors and the
election and qualification of their successors. Election of a Director is by a
plurality of the votes cast by shareholders of the Fund at the Annual Meeting.
The seven individuals receiving the greatest number of votes at the Annual
Meeting will be deemed to be elected Directors.
If any Nominee for election as a Director named above shall by reason of
death or for any other reason become unavailable as a candidate at the Annual
Meeting, votes pursuant to the enclosed proxy will be cast for a substitute
candidate by the proxies named on the proxy card, or their substitutes, present
and acting at the Annual Meeting. Any such substitute candidate for election as
a Director who is an "interested person" (as defined in the Investment Company
Act of 1940, as amended (the "1940 Act")) of the Fund shall be nominated by the
Executive Committee. The selection of any substitute candidate for election as a
Director who is not an "interested person" shall be made by a majority of the
Directors who are not "interested persons" of the Fund. The Board has no reason
to believe that any Nominee will become unavailable for election as a Director.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE TO ELECT AS DIRECTORS THE NOMINEES FOR ELECTION
TO THE BOARD OF DIRECTORS OF THE FUND
About the Election of Directors
When elected, the Directors will hold office during the lifetime of the
Fund except that: (a) any Director may resign; (b) any Director may be removed
by written instrument signed by at least two-thirds of the number of Directors
prior to such removal; (c) any Director who requests to be retired or who has
become mentally or physically incapacitated may be retired by written instrument
signed by a majority of the other Directors; and (d) a Director may be removed
at any special meeting of the shareholders by a vote of two-thirds of the
outstanding shares of the Fund. In case a vacancy shall exist for any reason,
the remaining Directors will fill such vacancy by appointment of another
Director. The Directors will not fill any vacancy by appointment if, immediately
after filling such vacancy, less than two-thirds of the Directors then holding
office would have been elected by the shareholders. If, at any time, less than a
majority of the Directors holding office have been elected by the shareholders,
the Directors then in office will call a shareholders' meeting for the purpose
of electing Directors to fill vacancies. Otherwise, there will normally be no
meeting of shareholders called for the purpose of electing Directors.
Set forth below is a listing of: (i) Directors standing for election, and
(ii) Nominees standing for election that are not presently serving as Directors,
along with their addresses, birthdates, present positions with the Fund, if
applicable, and principal occupations during the past five years:
Directors Standing for Election
Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Director
Director or Trustee of the Federated Fund Complex; Director and Member of
Executive Committee, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director and Member
of Executive Committee, University of Pittsburgh.
Nicholas P. Constantakis
175 Woodshire Drive
Pittsburgh, PA
Birthdate: September 3, 1938
Director
Director or Trustee of theFederated Fund Complex; formerly, Partner,
Andersen Worldwide SC.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Director and Executive Vice President
President or Executive Vice President of the Federated Fund Complex;
Director or Trustee of some of the Funds in the Federated Fund Complex;
President and Director, Federated Investors, Inc.; President and Trustee,
Federated Advisers, Federated Management, and Federated Research; President and
Director, Federated Research Corp. and Federated Global Research Corp.;
President, Passport Research, Ltd.; Trustee, Federated Shareholder Services
Company; Director, Federated Services Company. Mr. Donahue is the son of John F.
Donahue, Chairman and Director of the Fund.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Director
Director or Trustee of the Federated Fund Complex; President, Law
Professor, Duquesne University; Consulting Partner, Mollica & Murray.
Nominees Not Presently Serving as Directors
John F. Cunningham
353 El Brillo Way
Palm Beach, FL
Birthdate: March 5, 1943
Chairman, President and Chief Executive Officer, Cunningham & Co., Inc;
Trustee Associate, Boston College; Director, EMC Corporation; formerly,
Director, Redgate Communications.
Charles F. Mansfield, Jr.
80 South Road
Westhampton, NY
Birthdate: April 10, 1945
Management consultant.
John S. Walsh
2007 Sherwood Drive
Valparaiso, IN
Birthdate: November 28, 1957
President and Director, Heat Wagon, Inc; President and Director,
Manufacturers Products, Inc; President, Portable Heater Parts, a division of
Manufacturers Products, Inc.; Director, Walsh & Kelly, Inc.; formerly, Vice
President, Walsh & Kelly, Inc.
PROPOSAL #2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that the Fund's independent auditors be selected by
the Board, including a majority of those Board members who are not "interested
persons" (as defined in the 1940 Act) of the Fund, and submitted for
ratification or rejection at the next succeeding annual meeting of shareholders.
The Board of the Fund, including a majority of its members who are not
"interested persons" of the Fund, approved the selection of Ernst & Young LLP
(the "Auditors") for the current fiscal year at a Board meeting held on November
17, 1998.
The selection by the Board of the Auditors as independent auditors for the
current fiscal year is submitted to the shareholders for ratification. Apart
from their fees as independent auditors and certain consulting fees, neither the
Auditors nor any of their partners have a direct, or material indirect,
financial interest in the Fund or its investment adviser. The Auditors are a
major international independent accounting firm. The Board believes that the
continued employment of the services of the Auditors for the current fiscal year
would be in the Fund's best interests.
Representatives of the Auditors are not expected to be present at the
Annual Meeting. If a representative is present, he or she will have the
opportunity to make a statement and would be available to respond to appropriate
questions. The ratification of the selection of the Auditors will require the
affirmative vote of a majority of the shares present and voting at the Annual
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS
INFORMATION ABOUT THE FUND
Proxies, Quorum and Voting at the Annual Meeting
Only shareholders of record on the Record Date will be entitled to vote at
the Annual Meeting. Each share of the Fund is entitled to one vote. Fractional
shares are entitled to proportionate shares of one vote.
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 Fund. In addition, although mere attendance
at the Annual Meeting will not revoke a proxy, a shareholder present at the
Annual Meeting may withdraw his or her proxy and vote in person. All properly
executed and unrevoked proxies received in time for the Annual Meeting will be
voted in accordance with the instructions contained in the proxies. If no
instruction is given on the proxy, the persons named as proxies will vote the
shares represented thereby in favor of the matters set forth in the attached
Notice.
In order to hold the Annual Meeting, a "quorum" of shareholders must be
present. Holders of one-third of the total number of outstanding shares of the
Fund, present in person or by proxy, shall be required to constitute a quorum
for the purpose of voting on the proposals made.
For purposes of determining a quorum for transacting business at the Annual
Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. For
this reason, abstentions and broker non-votes will have the effect of a "no"
vote for purposes of obtaining the requisite approval of some of the proposals.
If a quorum is not present, the persons named as proxies may vote those
proxies that have been received to adjourn the Annual Meeting to a later date.
In the event that a quorum is present but sufficient votes in favor of one or
more of the proposals have not been received, the persons named as proxies may
propose one or more adjournments of the Annual Meeting to permit further
solicitations of proxies with respect to such proposal(s). All such adjournments
will require the affirmative vote of a majority of the shares present in person
or by proxy at the session of the Annual Meeting to be adjourned. The persons
named as proxies will vote AGAINST an adjournment those proxies that they are
required to vote against the proposal, and will vote in FAVOR of such an
adjournment all other proxies that they are authorized to vote. A shareholder
vote may be taken on the proposals in this Proxy Statement prior to any such
adjournment if sufficient votes have been received for approval.
As referred to in this Proxy Statement, the "Federated Fund Complex," "The
Funds" or "Funds" includes the following investment companies: Automated
Government Money Trust; Cash Trust Series II; Cash Trust Series, Inc.; CCB
Funds; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust;
Federated Adjustable Rate U.S. Government Fund, Inc.; Federated American Leaders
Fund, Inc.; Federated ARMs Fund; Federated Core Trust; Federated Equity Funds;
Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income Securities,
Inc.; Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Master Trust; Federated Municipal Opportunities Fund, Inc.;
Federated Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated Tax-Free
Trust; Federated Total Return Series, Inc.; Federated U.S. Government Bond Fund;
Federated U.S. Government Securities Fund: 1-3 Years; Federated U.S. Government
Securities Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10
Years; Federated Utility Fund, Inc.; Fixed Income Securities, Inc.; Intermediate
Municipal Trust; International Series, Inc.; Investment Series Funds, Inc.;
Liberty Term Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust;
Liquid Cash Trust; Managed Series Trust; Money Market Management, Inc.; Money
Market Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; Regions Funds; RIGGS Funds;
Tax-Free Instruments Trust; The Planters Funds; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; WesMark Funds; WCT Funds; World Investment Series, Inc.;
Blanchard Funds; Blanchard Precious Metals Fund, Inc.; High Yield Cash Trust;
Investment Series Trust; Targeted Duration Trust; The Virtus Funds; and Trust
for Financial Institutions.
Share Ownership of the Directors
Officers and Directors of the Fund own less than 1% of the Portfolios' and
the Fund's outstanding shares.
At the close of business on the Record Date, the following persons owned,
to the knowledge of management, more than 5% of the outstanding shares of the
Portfolios and the Fund: Federated Ultrashort Bond Fund: Federated Management
Co., Pittsburgh, PA, owned approximately 2,500,000.0000 Institutional Service
Shares (33.83%); Renex Corporation, Coral Gables, FL, owned approximately
1,200,000.0000 Institutional Service Shares (16.26%), Charles Schwab & Co.,
Inc., San Francisco, CA, owned approximately 536,632.7960 Institutional Service
Shares (7.27%); PNC Capital Markets, Pittsburgh, PA, owned approximately 525,000
Institutional Service Shares (7.11%); and Sauer, Inc., Pittsburgh, PA owned
approximately 375,000.0000 Institutional Service Shares (5.08%); Federated Total
Return Bond Fund: Main Street Trust Company, Martinsville, VA, as trustee for
various underlying accounts, owned approximately 507,387.9840 Institutional
Service Shares (37.51%); Merchants National Bank, Aurora, IL, owned
approximately 104,864.5580 Institutional Service Shares (7.75%); Anbee &
Company, Aurora, IL, owned approximately 77,105.4030 Institutional Shares
(5.70%); Onedun, Dundee, IL, owned approximately 1,503,507.7600 Institutional
Shares (14.17%); Grand Old Co., Zanesville, OH, owned approximately
1,255,090.8980 Institutional Shares (11.63%); and Frojack Co., Grand Forks, ND,
owned approximately 859,495.2540 Institutional Shares (8.10%); Federated
Mortgage Fund: Floyd L. and Valerie M. Braud, Baton Rouge, LA, owned
approximately 1,011.8130 Institutional Service Shares (65.28%); NFSC FEBO
#141-294748, Simsbury, CT, owned approximately 505.7390 Institutional Service
Shares (32.63%); The Fulton Company, Lancaster, PA, owned approximately
104,473.7380 Institutional Shares (18.77%); Colonial Trust Company Personal
Division, Phoenix, AZ, owned approximately 103,070.2080 Institutional Shares
(18.52%); Clinton National Bank, Clinton, IA, owned approximately 81,922.0180
Institutional Shares (14.72%); and Smith & Co., Salt Lake City, UT, owned
approximately 30,703.6210 Institutional Shares (5.52%); and Federated Limited
Duration Fund: Anbee & Company, Aurora, IL, owned approximately 504,245.3620
Institutional Service Shares (50.53%); Wells Fargo Bank, Calabasas, CA, owned
approximately 250,404.0990 Institutional Service Shares (25.09%); Donaldson
Lufkin & Jenrette, Jersey City, NJ, owned approximately 99,621.4440
Institutional Service Shares (9.98%); Careco, Salina, KS, owned approximately
636,621.8970 Institutional Shares (19.89%); First Mar & Co., Marquette, MI,
owned approximately 438,245.3320 Institutional Shares (13.69%); Charles Schwab &
Co., Inc., San Francisco, CA, owned approximately 432,857.6940 Institutional
Shares (13.52%); Grand Old Co., Zanesville, OH, owned approximately 404,382.3330
Institutional Shares (12.63%); The Fulton Company, Lancaster, PA, owned
approximately 300,919.5700 Institutional Shares (9.40%); and The Farmers
Company, Lititz, PA, owned approximately 265,083.8650 Institutional Shares
(8.28%).
Director Compensation
[Name, Aggregate Total Compensation Paid
Position With Compensation From Fund Complex+
Fund From
Fund1#
- ----------------------------------- --------------------------- ------------------------------------------------------
John F. Donahue *@ $0 $0 for the Fund and
== ==
Chairman and Director 56 other investment companies in the Fund Complex
=====================
Thomas G. Bigley $337.10 $_______ $113,860.22 for the Fund and
=========== ===
Director 56 other investment companies in the Fund Complex
========
John T. Conroy, Jr. $370.85 $_______ $125,264.48 for the Fund and
=========== ===
Director 56 other investment companies in the Fund Complex
========
Nicholas P. Constantakis $209.83 $0 for the Fund and
===
Director 56 other investment companies in the Fund Complex
========
William J. Copeland $370.85 $_______ $125,264.48 for the Fund and
=========== ===
Director 56 other investment companies in the Fund Complex
========
J. Christopher Donahue * $0 $0 for the Fund and
= == ===================
Director and Executive 56 other investment companies in the Fund Complex
======================
Vice President
James E. Dowd $370.85 $125,264.48 for the Fund and
============= ======= =========== ===
Director 56 other investment companies in the Fund Complex
========
Lawrence D. Ellis, M.D.* $337.10 $113,860.22 for the Fund and
======================== ======= ============================
Director 56 other investment companies in the Fund Complex
========
Edward L. Flaherty, Jr.@ $370.85 $125,264.48 for the Fund and
======================== ======= ============================
Director 56 other investment companies in the Fund Complex
========
Peter E. Madden $337.10 $113,860.22 for the Fund and
=============== ======= =========== ===
Director 56 other investment companies in the Fund Complex
========
John E. Murray, Jr. $337.10 $113,860.22 for the Fund and
=================== ======= =========== ===
Director 56 other investment companies in the Fund Complex
========
Wesley W. Posvar $337.10 $113,860.22 for the Fund and
================ ======= =========== ===
Director 56 other investment companies in the Fund Complex
========
Marjorie P. Smuts $337.10 $113,860.22 for the Fund and
================= ======= ============================
Director 56 other investment companies in the Fund Complex
======== =================================================
1* Information is furnished for the fiscal year ended September 30, 1998.
# The aggregate compensation is provided for the Fund which is comprised of four
portfolios.
+ The information is provided for the last calendar year.
* This Director is deemed to be an "interested person" as defined in the
1940 Act.
@ Member of the Executive Committee.
During the fiscal year ended September 30, 1998, there were four meetings
of the Board of Directors. The interested Directors, other than Dr. Ellis, do
not receive fees from the Fund. Dr. Ellis is an interested person by reason of
the employment of his son-in-law by Federated Securities Corp. All Directors
were reimbursed for expenses for attendance at Board of Directors meetings.
The Executive Committee of the Board of Directors handle the
responsibilities of the Board between meetings of the Board. Other than its
Executive Committee, the Fund has one Board committee, the Audit Committee.
Generally, the function of the Audit Committee is to assist the Board of
Directors in fulfilling its duties relating to the Fund's accounting and
financial reporting practices and to serve as a direct line of communication
between the Board of Directors and the independent auditors. The specific
functions of the Audit Committee include recommending the engagement or
retention of the independent auditors, reviewing with the independent auditors
the plan and the results of the auditing engagement, approving professional
services provided by the independent auditors prior to the performance of such
services, considering the range of audit and non-audit fees, reviewing the
independence of the independent auditors, reviewing the scope and results of the
Fund's procedures for internal auditing, and reviewing the Fund's system of
internal accounting controls.
For the most recently completed fiscal year, Messrs. Flaherty, Conroy,
Copeland, and Dowd served on the Audit Committee. These Directors are not
interested Directors of the Fund. During the fiscal year ended September 30,
1998, there were four meetings of the Audit Committee. All of the members of the
Audit Committee were present for each meeting. Each member of the Audit
Committee receives an annual fee of $100 plus $25 for attendance at each meeting
and is reimbursed for expenses of attendance.
Officers of the Fund
The executive officers of the Fund are elected annually by the Board of
Directors. Each officer holds the office until qualification of his successor.
The names and birthdates of the executive officers of the Fund and their
principal occupations during the last five years are as follows:
John F. Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Director
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Fund and a
Nominee for Director.
Glen R. Johnson
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 2, 1929
President
Trustee, Federated Investors; President and/or Trustee of some of the
Funds; staff member, Federated Securities Corp.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President or Executive Vice President of the Federated Fund Complex;
Director or Trustee of some of the Funds in the Federated Fund Complex;
President and Director, Federated Investors, Inc.; President and Trustee,
Federated Advisers, Federated Management, and Federated Research; President and
Director, Federated Research Corp. and Federated Global Research Corp.;
President, Passport Research, Ltd.; Trustee, Federated Shareholder Services
Company; Director, Federated Services Company. Mr. Donahue is the son of John F.
Donahue, Chairman and Director of the Fund.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
Trustee or Director of some of the Funds in the Federated Fund Complex;
President, Executive Vice President and Treasurer of some of the Funds in the
Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Vice
President, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., Federated Global Research Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Executive Vice President and Secretary of the Federated Fund Complex;
Executive Vice President, Secretary, and Director,
Federated Investors, Inc.; Trustee, Federated Advisers, Federated
Management, and Federated Research; Director, Federated Research Corp. and
Federated Global Research Corp; Director, Federated Services Company; Director,
Federated Securities Corp.
William D. Dawson, III
Federated Investors Tower
Pittsburgh, PA
Birthdate: March 3, 1949
Chief Investment Officer
Chief Investment Officer of the Fund and various other Funds in the
Federated Fund Complex; Executive Vice President, Federated Investment
Counseling, Federated Global Research Corp., Federated Advisers, Federated
Management, Federated Research, and Passport Research, Ltd.; Registered
Representative, Federated Securities Corp.; Portfolio Manager, Federated
Administrative Services; Vice President, Federated Investors, Inc; formerly:
Executive Vice President and Senior Vice President, Federated Investment
Counseling Institutional Portfolio Management Services Division; Senior Vice
President, Federated Research Corp., Federated Advisers, Federated Management,
Federated Research, and Passport Research, Ltd.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
President or Vice President of some of the Funds in the Federated Fund
Complex; Director or Trustee of some of the Funds in the Federated Fund Complex;
Executive Vice President, Federated Investors, Inc.; Chairman and Director,
Federated Securities Corp.
Joseph Balestrino
Federated Investors Tower
Pittsburgh, PA
Birthdate: November 3, 1954
Vice President
Senior Vice President of Federated Management; formerly: Vice President and
Assistant Vice President of Federated Management.
Richard J. Thomas
Federated Investors Tower
Pittsburgh, PA
Birthdate: June 17, 1954
Treasurer
Treasurer of the Federated Fund Complex; Vice President - Funds Financial
Services Division, Federated Investors, Inc.; formerly: various management
positions within Funds Financial Services Division of Federated Investors, Inc.
None of the Officers of the Fund received salaries from the Fund during the
fiscal year ended September 30, 1998.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Fund is not required, and does not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for the next meeting of
shareholders should send their written proposals to Federated Total Return
Series, Inc., Federated Investors Funds, 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7000, so that they are received within a reasonable time
before any such meeting.
No business other than the matters described above is expected to come
before the Annual Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or postponement
of the Annual 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.
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN
THE UNITED STATES.
By Order of the Board of Directors,
John W. McGonigle
Secretary
February 3, 1999
FEDERATED TOTAL RETURN SERIES, INC.
Investment Adviser
FEDERATED MANAGEMENT
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Distributor
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Administrator
FEDERATED SERVICES COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Cusip
(_____/99)
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Federated Ultrashort Bond Fund, Federated Total Return Bond Fund, Federated
Mortgage Fund and Federated Limited Duration Fund, each a portfolio of Federated
Total Return Series, Inc. (the "Fund"), hereby appoint Patricia F. Conner, Gail
Cagney, Susan M. Jones, and Ann M. Scanlon, or any one of them, true and lawful
attorneys, with the power of substitution of each, to vote all shares of the
Fund which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on March 23, 1999, at 5800 Corporate Drive, Pittsburgh,
Pennsylvania, at 2:00 p.m., and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FEDERATED TOTAL
RETURN SERIES, INC. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE PROPOSALS.
Proposal 1 To elect Thomas G. Bigley, Nicholas P. Constantakis, John F.
Cunningham, J. Christopher Donahue, Charles F. Mansfield, Jr., John E.
Murray, Jr. and John S. Walsh as Directors of the Fund
FOR [ ]
AGAINST [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a particular nominee, mark
the "For All Except" box and strike a line through the name of each nominee
for whom you are NOT voting. Your shares will be voted for the remaining
nominees.
Proposal 2 To ratify the selection of Ernst & Young LLP as the Fund's
independent auditors
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT
Please complete, sign and return
this card as soon as possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the
Fund. Joint owners should each sign personally. Directors and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.
You may also vote your shares by touchtone phone by calling 1-800-690-6903
or through the Internet at www.proxyvote.com