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
Hibernia Funds
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(Name of Registrant as Specified In Its Charter)
Federated Services Company
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(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:
____________________________________________________________
2) Form, Schedule or Registration Statement No.:
____________________________________________________________
3) Filing Party:
____________________________________________________________
4) Date Filed:
____________________________________________________________
PROXY STATEMENT
HIBERNIA FUNDS
Hibernia Capital Appreciation Fund
Hibernia Louisiana Municipal Income Fund
Hibernia Mid Cap Equity Fund
Hibernia Total Return Bond Fund
Hibernia U.S. Government Income Fund
Hibernia Cash Reserve Fund
Hibernia U.S. Treasury Money Market Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 7, 2003
A Special Meeting of the shareholders of Hibernia Capital Appreciation
Fund, Hibernia Louisiana Municipal Income Fund, Hibernia Mid Cap Equity Fund,
Hibernia Total Return Bond Fund, Hibernia U.S. Government Income Fund, Hibernia
Cash Reserve Fund, and Hibernia U.S. Treasury Money Market Fund (the "Funds"),
portfolios of the Hibernia Funds (the "Trust"), will be held at 5800 Corporate
Drive, Pittsburgh, Pennsylvania 15237-7010, at 2:00 p.m. (Eastern time), on
March 7, 2003, to elect three Trustees and to transact such other business as
may properly come before the meeting or any adjournment thereof.
The Board of Trustees has fixed December 30, 2002 as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Board of Trustees,
Timothy S. Johnson
Secretary
January 3, 2003
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YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
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TABLE OF CONTENTS
About the Proxy Solicitation and the Meeting.....................1
PROPOSAL: ELECTION OF THREE TRUSTEES.............................2
About the Election of Trustees...................................2
INFORMATION ABOUT THE TRUST......................................6
Proxies, Quorum and Voting at the Meeting........................6
Share Ownership..................................................6
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY.....8
8
PROXY STATEMENT
HIBERNIA FUNDS
5800 Corporate Drive
Pittsburgh, PA 15237-7010
About the Proxy Solicitation and the Meeting
The enclosed proxy is solicited on behalf of the Board of Trustees of the
Trust (the "Board" or "Trustees"). The proxies will be voted at the special
meeting of shareholders of the Funds which are portfolios of the Trust, to be
held on March 7, 2003, at 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7010, at 2:00 p.m. (such special meeting and any adjournment or
postponement thereof are referred to as the "Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Trust. In addition to solicitations through the
mails, proxies may be solicited by officers, employees, and agents of the Trust
or, if necessary, a communications firm retained for this purpose. Such
solicitations may be by telephone, telegraph, or otherwise. Any telephonic
solicitations will follow procedures designed to ensure accuracy and prevent
fraud, including requiring identifying shareholder information, recording the
shareholder's instructions, and confirming to the shareholder after the fact.
Shareholders who communicate proxies by telephone or by other electronic means
have the same power and authority to issue, revoke, or otherwise change their
voting instruction as shareholders submitting proxies in written form. The Trust
may reimburse custodians, nominees, and fiduciaries for the reasonable costs
incurred by them in connection with forwarding solicitation materials to the
beneficial owners of shares held of record by such persons.
The purpose of the Meeting is set forth in the accompanying Notice. The
Trustees know of no business other than that mentioned in the Notice that will
be presented for consideration at the Meeting. Should other business properly be
brought before the Meeting, proxies will be voted in accordance with the best
judgment of the persons named as proxies. This proxy statement and the enclosed
proxy cards are expected to be mailed on or about January 13, 2003, to
shareholders of record at the close of business on December 30, 2002 (the
"Record Date"). On the Record Date, the Funds had outstanding shares of
beneficial interest as follows: Hibernia Capital Appreciation Fund had
12,940,674 Class A Shares and 727,246 Class B Shares; Hibernia Louisiana
Municipal Income Fund had 7,528,977 Class A Shares and 311,596 Class B Shares;
Hibernia Mid Cap Equity Fund had 3,989,029 Class A Shares and 302,662 Class B
Shares; Hibernia Total Return Bond Fund had 4,720,463 Shares; Hibernia U.S.
Government Income Fund had 8,296,848 Shares; Hibernia Cash Reserve Fund had
204,907,762 Class A Shares and 771, 317 Class B Shares; and Hibernia U.S.
Treasury Money Market Fund had 179,408,015 Shares.
The Funds' annual report, which include audited financial statements for
the fiscal year ended August 31, 2002, was previously mailed to shareholders.
The Fund will furnish the Annual Report without charge upon either written or
telephonic request. The Trust's principal executive offices are located at 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7010. The Trust's toll-free
telephone number is 1-800-999-0124.
PROPOSAL: ELECTION OF THREE TRUSTEES
The persons named as proxies intend to vote in favor of the election of
Ernest E. Howard III, Teri G. Fontenot and Joe N. Averett, Jr. (collectively,
the "Nominees") as Trustees of the Trust. Ms. Fontenot is presently serving as a
Trustee of the Trust. Ms. Fontenot was appointed to the Board on March 13, 2001
and presently serves as a Trustee of the Trust. Mr. Averett is presently serving
as a Trustee of the Trust. Mr. Averett was appointed to the Board on May 21,
2001 and presently serves as a Trustee of the Trust. If elected by shareholders,
Mr. Howard is expected to assume his responsibilities as Trustee effective March
10, 2003. Please see "About the Election of Trustees" below for current
information about the Nominees.
The Nominees have consented to serve if elected. If elected, the Trustees
will hold office without limit in time until death, resignation, retirement, or
removal or until the next meeting of shareholders to elect Trustees and the
election and qualification of their successors. Election of a Trustee is by a
plurality vote, which means that the individuals receiving the greatest number
of votes at the Meeting will be deemed to be elected.
If a Nominee for election as a Trustee named above shall by reason of death
or for any other reason become unavailable as a candidate at the Meeting, votes
pursuant to the enclosed proxy will be cast for a substitute candidate by the
proxies named on the proxy card, or their substitutes, present and acting at the
Meeting. Any such substitute candidate for election as a Trustee who is an
"interested person" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Trust shall be nominated by the Executive
Committee. The selection of any substitute candidate for election as a Trustee
who is not an "interested person" shall be made by a majority of the Trustees
who are not "interested persons" of the Trust. The Board has no reason to
believe that any Nominee will become unavailable for election as a Trustee.
THE BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS VOTE TO ELECT AS TRUSTEES THE NOMINEES FOR
ELECTION TO THE BOARD OF TRUSTEES OF THE TRUST
About the Election of Trustees
When elected, the Trustees will hold office during the lifetime of the
Trust except that: (a) any Trustee may resign; (b) any Trustee may be removed by
written instrument signed by at least two-thirds of the number of Trustees prior
to such removal; (c) any Trustee who requests to be retired or who has become
mentally or physically incapacitated may be retired by written instrument signed
by a majority of the other Trustees; (d) each Trustee shall retire in accordance
with the retirement policy adopted by the Board; and (e) a Trustee may be
removed at any special meeting of the shareholders by a vote of two-thirds of
the outstanding shares of the Trust. In case a vacancy shall exist for any
reason, the remaining Trustees will fill such vacancy by appointment of another
Trustee. The Trustees will not fill any vacancy by appointment if, immediately
after filling such vacancy, less than two-thirds of the Trustees then holding
office would have been elected by the shareholders. If, at any time, less than a
majority of the Trustees holding office have been elected by the shareholders,
the Trustees then in office will call a shareholders' meeting for the purpose of
electing Trustees to fill vacancies. Otherwise, there will normally be no
meeting of shareholders called for the purpose of electing Trustees.
Where required, the tables separately list Board members who are
"interested persons" of the Fund (i.e., "Interested" Board members) and those
who are not (i.e., "Independent" Board members). The Hibernia Fund Complex is
currently comprised of seven portfolios. Unless otherwise noted, each Board
member oversees all portfolios in the Hibernia Fund Complex.
Table 1, set forth below, provides a listing of each (i) Trustee standing
for election, (ii) Nominee standing for election who is not presently serving as
a Trustee, (iii) Trustee and (iv) Officer, along with their addresses, birth
dates, present positions with the Trust, if applicable, and length of term in
office, principal occupations during the past five years, other directorships
held by Trustee or Nominee for Trustee, and aggregate compensation from the
Trust.
Table 2, set forth below, states the dollar range of equity securities
owned by the Trustees or Nominee for Trustee standing for election.
Table 3, set forth below, states each Trustee or Nominee for Trustee
standing for election's information for each class of securities owned
beneficially or of record in (1) an investment adviser, principal underwriter,
or sponsoring insurance company of the Funds, or (2) A person directly or
indirectly controlling, controlled by, or under common control with an
investment adviser, principal underwriter, or sponsoring insurance company of
the Funds.
Table 1
UNINTERESTED PERSONS
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Name, Address, Date Position(s) Principal Occupations Aggregate
of Birth, Date Held for Past Five Years, Compensation
Service Began with Other Directorships Held From Trust
Fund and Previous Positions
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Teri G. Fontenot Trustee Principal Occupation: President $18,000
18933 E. Pinnacle standing and Chief Executive Officer of
Circle for Woman's Hospital, Certified Public
Baton Rouge, LA 70810 election Accountant, MBA.
Birth Date: June 16,
1953 Other Directorships Held:
Began Serving June Immediate Past Chair of Greater
2001 Baton Rouge Chamber of Commerce,
Chair of Louisiana Hospital
Association, Federal Reserve Bank
of Atlanta-New Orleans Branch
Board, Alliance Bank Board,
Committee of 100, Chair-Elect
Hospital Billing and Collection
Services, Inc.; Board, Louisiana
Perinatal Commission; LA Research
and Technology Foundation Board;
National Institute of
Health-Advisory Council of
Women's' Health Research.
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Joe N. Averett, Jr. Trustee Principal Occupations: President $18,000
11000 Seville standing of Crystal Gas Storage, Inc., a
Quarters for wholly owned subsidiary of El Paso
Shreveport, LA election (NYSE:EPG).
Birth Date: February
4, 1943
Began Serving June
2001
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Ernest E. Howard III Nominee Principal Occupation: Retired $0
P.O. Box 55748 standing President and Chief Executive
Metairie, LA 70055 for Officer of FM Properties, (NASDAQ:
Birth Date: March election FMPO).
26, 1943
Other Directorships Held:
Current/Former member of Board of
Trustees of Paragon Portfolio,
Board of Trustees of St. Martin's
Episcopal School, Board of
Directors of Preservation Resource
Center of New Orleans, Advisory
Council of the Tulane/Xavier
Center of Bioenvironmental
Research, The Business School
Council of the A.B. Freeman School
of Business at Tulane University,
Board of Directors of the
University of Mississippi Alumni
Association and the Business
Advisory Council of the University
of Mississippi, and the Finance
Committee and the Administrative
Board of Munholland United
Methodist Church.
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Arthur Rhew Dooley, Trustee Principal Occupation: Registered $18,000
Jr. Professional Engineer; Chairman
2575 Ashley Street and CEO, Dooley Tackaberry, Inc.
Beaumont, TX 77536 (distributors and fabricators of
Birth Date: December fire protection and safety
17, 1942 equipment), 1967 to Present.
Began Serving July
1999 Other Directorships Held: Chairman
and CEO, dba Entire Business
Technology Center, 1983 to 1999;
Director, Loop Cold Storage
Company.
Previous Positions: Director,
UTM.D. Anderson Cancer Center
Board of Visitors; Director, Texas
Energy Museum; Member, World
Presidents Organization (former
YPO Members); Member, Society of
Fire Protection Engineers.
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Table 1 Cont.
INTERESTED PERSONS
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Name, Address & Date Position(s)Principal Occupation(s) During
of Birth Held Past 5 Years Other Directorships
with Held
Fund and Previous Positions
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Edward C. Gonzales* Trustee Principal Occupation: President, $0
1001 Liberty Avenue Executive Vice President and
Pittsburgh, PA Treasurer of some of the Funds in
Birth Date: October the Federated Investors Fund
22, 1930 Complex; Vice Chairman, Federated
Investors, Inc.; Trustee,
Federated Administrative Services.
Previous Position: Trustee or
Director of some of the Funds in
the Federated Fund Complex; CEO
and Chairman, Federated
Administrative Services.
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Peter J. Germain* PresidentPrincipal Occupations: Senior $0
1001 Liberty Avenue and Vice President of Federated
Pittsburgh, PA AssistantServices Company.
Birth Date: Secretary
September 3, 1959 Previous Position: Senior
Corporate Counsel, Federated
Investors, Inc.
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Richard J. Thomas* TreasurerPrincipal Occupation: Treasurer of $0
1001 Liberty Avenue the Federated Investors Fund
Pittsburgh, PA Complex; Senior Vice President,
Birth Date: June 17, Federated Administrative Services.
1954
Previous Positions: Vice
President, Federated
Administrative Services; held
various management positions
within Funds Financial Services
Division of Federated Investors,
Inc.
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Timothy S. Johnson** SecretaryPrincipal Occupation: Of Counsel, $0
1001 Liberty Avenue Reed Smith LLP.
Pittsburgh, PA
Birth Date: July 31, Previous Occupation: Vice
1961 President and Corporate Counsel,
Federated Services Company.
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*Mr. Gonzales, Mr. Germain and Mr. Thomas are deemed interested persons due to
the positions that they hold with Federated Investors, Inc., the parent company
for the Funds' distributor.
**Mr.Johnson is deemed an interested person due to his former position as
Assistant Secretary of the Funds' distributor.
Table 2
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Name of Trustee / Dollar Range of
Nominee standing for Equity Securities
election in the Funds
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Teri G. Fontenot $10,000-$50,000
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Joe N. Averett, Jr. $50,001-$100,000
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Ernest E. Howard III $00.00-$00.00
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Table 3
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Name of Trustee/ Nominee Name of Owners Company Title Value Percent
standing for election and relationships of of of
to Class SecuritieClass
Trustee/Nominee
standing for
election
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Teri G. Fontenot -None- N/A N/A N/A N/A
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Joe N. Averett, Jr. -None- N/A N/A N/A N/A
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Ernest E. Howard III -None- N/A N/A N/A N/A
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COMMITTEES of the board
Board Committee Committee Functions Meetings
Held
During
Last
Fiscal
Committee Members Year
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Executive Edward C. In between meetings of the full Board, None
Gonzales the Executive Committee generally may
exercise all the powers of the full Board
in the management and direction of the
business and conduct of the affairs of
the Trust in such manner as the Executive
Committee shall deem to be in the best
interests of the Trust. However, the
Executive Committee cannot elect or
remove Board members, increase or
decrease the number of Trustees, elect or
remove any Officer, declare dividends,
issue shares or recommend to shareholders
any action requiring shareholder approval.
Audit Joe N. The Audit Committee reviews and Two
Averett, Jr. recommends to the full Board the
--------------- independent auditors to be selected to
Arthur Rhew audit the Funds' financial statements;
Dooley, Jr. meet with the independent auditors
Teri G. periodically to review the results of the
Fontenot audits and report the results to the full
Board; evaluate the independence of the
auditors, review legal and regulatory
matters that may have a material effect
on the financial statements, related
compliance policies and programs, and the
related reports received from regulators;
review the Funds' internal audit
function; review compliance with the
Funds' code of conduct/ethics; review
valuation issues; monitor inter-fund
lending transactions; review custody
services and issues and investigate any
matters brought to the Committee's
attention that are within the scope of
its duties.
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INFORMATION ABOUT THE TRUST
Proxies, Quorum and Voting at the Meeting
Only shareholders of record on the Record Date will be entitled to vote at
the Meeting. Each share of each Fund is entitled to one vote with respect to
matters impacting that Fund or the Trust generally. Fractional shares are
entitled to proportionate shares of one vote. Under both the 1940 Act and the
Trust's Declaration of Trust, the favorable vote of a "majority of the
outstanding voting shares" of the Funds means: (a) the holders of 67% or more of
the outstanding voting securities present at the Meeting, if the holders of 50%
or more of the outstanding voting securities of the Funds are present or
represented by proxy; or (b) the vote of the holders of more than 50% of the
outstanding voting securities, whichever is less. Election of Trustees shall be
decided by a plurality of the votes cast.
Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a superseding proxy or by submitting a written notice of
revocation to the Secretary of the Trust. In addition, although mere attendance
at the Meeting will not revoke a proxy, a shareholder present at the Meeting may
withdraw his or her proxy and vote in person. All properly executed and
unrevoked proxies received in time for the Meeting will be voted in accordance
with the instructions contained in the proxies. If no instruction is given on
the proxy, the persons named as proxies will vote the shares represented thereby
in favor of the matters set forth in the attached Notice.
In order to hold the Meeting, a "quorum" of shareholders must be present.
Holders of more than fifty percent of the total number of outstanding shares of
the Trust entitled to vote, present in person or by proxy, shall be required to
constitute a quorum for the purpose of voting on the proposals made.
For purposes of determining a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. For
this reason, abstentions and broker non-votes will have the effect of a "no"
vote for purposes of obtaining the requisite approval of the proposal.
If a quorum is not present, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor of one or more of
the proposals have not been received, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitations of
proxies with respect to such proposal(s). All such adjournments will require the
affirmative vote of a plurality of the shares present in person or by proxy at
the session of the Meeting to be adjourned. The persons named as proxies will
vote AGAINST any such adjournment those proxies which they are required to vote
against the proposal and will vote in FAVOR of the adjournment other proxies
which they are authorized to vote.
Share Ownership
Officers and Trustees of the Trust own less than 1% of the Funds' 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
Funds:
Hibernia Capital Appreciation Fund (Class A Shares)
HIBILA, Marshall & Ilsley Trust Co., Milwaukee, Wisconsin, owned
approximately 5,578,903 Class A Shares (43.11%); HIBSPEC, Marshall & Ilsley
Trust Co., Milwaukee, Wisconsin, owned approximately 2,478,124 Class A Shares
(19.15%); HIBFUND, Marshall & Ilsley Trust Co., Milwaukee, Wisconsin, owned
approximately 2,001,353 Class A Shares (15.47%); and Hibernia National Bank, RPO
Retirement Security Plan of Hibernia, New Orleans, Louisiana, owned
approximately 1,684,554 Class A Shares (13.02%).
Hibernia Capital Appreciation Fund (Class B Shares)
There were no shareholders of record who owned 5% or more of the Fund's
Class B Shares.
Hibernia Louisiana Municipal Income Fund (Class A Shares)
HIBILA, Marshall & Ilsley Trust Co., Milwaukee, Wisconsin, owned
approximately 2,977,439 Class A Shares (39.55%); HIBSPEC, Marshall & Ilsley
Trust Co., Milwaukee, Wisconsin, owned approximately 623,912 Class A Shares
(8.29%); and HIBFUND, Marshall & Ilsley Trust Co., Milwaukee, Wisconsin, owned
approximately 703,503 Class A Shares (9.34%).
Hibernia Louisiana Municipal Income Fund (Class B Shares)
Donaldson Lufkin Jenrette, Securities Corporation Inc., Jersey City, New
Jersey, owned approximately 66,646 Class B Shares (21.39%)
Hibernia Mid Cap Equity Fund (Class A Shares)
HIBFUND, Marshall & Ilsley Trust Co., Milwaukee, Wisconsin, owned
approximately 2,433,529 Class A Shares (61.01%); Hibernia National Bank, RPO
Retirement Security Plan of Hibernia Corp., New Orleans, Louisiana, owned
approximately 557,373 Class A Shares (13.97%); and HIBILA, Marshall & Ilsley
Trust Co., Milwaukee, Wisconsin, owned approximately 572,712 Class A Shares
(14.36%).
Hibernia Mid Cap Equity Fund (Class B Shares)
Donaldson Lufkin Jenrette, Securities Corporation Inc., Jersey City, New
Jersey, owned approximately 24,471 Class B Shares (8.09%).
Hibernia Total Return Bond Fund
HIBFUND, Marshall & Ilsley Trust Co., Milwaukee, Wisconsin, owned
approximately 3,236,240 Shares (68.56%); Hibernia National Bank, RPO Retirement
Security Plan of Hibernia., New Orleans, Louisiana, owned approximately 698,344
Shares (14.79%); and HIBSPEC, Marshall Ilsley Trust Co., Milwaukee, Wisconsin,
owned approximately 489,058 Shares (10.36%).
Hibernia U.S. Government Income Fund
HIBILA, Marshall & Ilsley Trust Co., Milwaukee, Wisconsin, owned
approximately 2,922,098 Shares (35.22%); HIBSPEC, Marshall & Ilsley Trust Co.,
Milwaukee, Wisconsin, owned approximately 2,474,435 Shares (29.82%); HIBFUND,
Marshall & Ilsley Trust Co., Milwaukee, Wisconsin, owned approximately 1,851,526
Shares (22.32%).
Hibernia Cash Reserve Fund (Class A Shares)
HIBSPEC, Marshall & Ilsley Trust Co., Milwaukee, Wisconsin, owned
approximately 136,635,296 Class A Shares (66.68%); and Hibernia National Bank,
RPO Retirement Security Plan of Hibernia, New Orleans, Louisiana, owned
approximately 24,963,741 Class A Shares (12.18%).
Hibernia Cash Reserve Fund (Class B Shares)
Donaldson Lufkin Jenrette, Securities Corporation Inc., Jersey City, New Jersey,
owned approximately 278,390 Class B Shares (35.96%).
Hibernia U.S. Treasury Money Market Fund
HIBSPEC, Marshall & Ilsley Trust Co., Milwaukee Wisconsin, owned
approximately 124,352,330 Shares (69.91%).
Shareholders owning 25% or more outstanding shares of a Fund may be in
control and be able to effect the outcome of certain matters presented for a
vote of shareholders.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Trust is not required, and does not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for the next meeting of
shareholders should send their written proposals to Hibernia Funds, 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, so that they are received
within a reasonable time before any such meeting.
No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment or postponement of the
Meeting, the persons named on the enclosed proxy card will vote on such matters
according to their best judgment in the interests of the Trust.
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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.
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By Order of the Board of Trustees,
Timothy S. Johnson
Secretary
January 3, 2003
HIBERNIA FUNDS
Investment Adviser
HIBERNIA ASSET MANAGEMENT
(a division of Hibernia National Bank)
Attention: Hibernia Funds
P.O. Box 61540
New Orleans, Louisiana 70161
Distributor
EDGEWOOD SERVICES, INC.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
Administrator
FEDERATED SERVICES COMPANY
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
Cusip 428661102
Cusip 428661201
Cusip 428661508
Cusip 428661862
Cusip 428661607
Cusip 428661706
Cusip 428661805
Cusip 428661888
Cusip 428661300
Cusip 428661409
Cusip 428661870
28110 (01/03)
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
HIBERNIA CAPITAL APPRECIATION FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS
(the "TRUST"), hereby appoint Timothy S. Johnson, Gregory P. Dulski, Maureen
Ferguson, Susan K. Maroni, and Heather A. Eastgate, or any one of them, true and
lawful attorneys, with the power of substitution of each, to vote all shares of
the Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Meeting") to be held on March 7, 2003, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, 15237-7010, at 2:00 p.m. and at any adjournment
thereof.
The attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this ballot. If no choice is indicated as to
the item, this proxy will be voted affirmatively on the matters. Discretionary
authority is hereby conferred as to all other matters as may properly come
before the Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA
FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the
proposed items in this proxy, and to elect each of the nominees as Trustees of
the Trust
FOR [ ]
Proposal To elect Joe N. Averett, Jr., Teri G. Fontenot and Ernest E. Howard III
as Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a particular nominee, mark
the "VOTE FOR ALL EXCEPT" box and strike a line through the name of the nominee
for whom you are NOT voting. Your shares will be voted for the remaining
nominees.
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. 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.
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
HIBERNIA LOUISIANA MUNICIPAL INCOME FUND (the "FUND"), A PORTFOLIO OF HIBERNIA
FUNDS (the "TRUST"), hereby appoint Timothy S. Johnson, Gregory P. Dulski,
Maureen Ferguson, Susan K. Maroni, and Heather A. Eastgate, or any one of them,
true and lawful attorneys, with the power of substitution of each, to vote all
shares of the Fund which the undersigned is entitled to vote at the Special
Meeting of Shareholders (the "Meeting") to be held on March 7, 2003, at 5800
Corporate Drive, Pittsburgh, Pennsylvania, 15237-7010, at 2:00 p.m. and at any
adjournment thereof.
The attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this ballot. If no choice is indicated as to
the item, this proxy will be voted affirmatively on the matters. Discretionary
authority is hereby conferred as to all other matters as may properly come
before the Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA
FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the
proposed items in this proxy, and to elect each of the nominees as Trustees of
the Trust
FOR [ ]
Proposal To elect Joe N. Averett, Jr., Teri G. Fontenot and Ernest E.
Howard III as Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a particular
nominee, mark the "VOTE FOR ALL EXCEPT" box and strike a line
through the name of the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
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. 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.
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
MID CAP EQUITY FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the "TRUST"),
hereby appoint Timothy S. Johnson, Gregory P. Dulski, Maureen Ferguson, Susan K.
Maroni, and Heather A. Eastgate, or any one of them, true and lawful attorneys,
with the power of substitution of each, to vote all shares of the Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders (the
"Meeting") to be held on March 7, 2003, at 5800 Corporate Drive, Pittsburgh,
Pennsylvania, 15237-7010, at 2:00 p.m. and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal To elect Joe N. Averett, Jr., Teri G. Fontenot and Ernest E. Howard III
as Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a particular
nominee, mark the "VOTE FOR ALL EXCEPT" box and strike a line
through the name of the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
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. 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.
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
TOTAL RETURN BOND FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the
"TRUST"), hereby appoint Timothy S. Johnson, Gregory P. Dulski, Maureen
Ferguson, Susan K. Maroni, and Heather A. Eastgate, or any one of them, true and
lawful attorneys, with the power of substitution of each, to vote all shares of
the Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Meeting") to be held on March 7, 2003, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, 15237-7010, at 2:00 p.m. and at any adjournment
thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal To elect Joe N. Averett, Jr., Teri G. Fontenot and Ernest E. Howard III
as Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a particular
nominee, mark the "VOTE FOR ALL EXCEPT" box and strike a line
through the name of the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
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. 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.
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
U.S. GOVERNMENT INCOME FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the
"TRUST"), hereby appoint Timothy S. Johnson, Gregory P. Dulski, Maureen
Ferguson, Susan K. Maroni, and Heather A. Eastgate, or any one of them, true and
lawful attorneys, with the power of substitution of each, to vote all shares of
the Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Meeting") to be held on March 7, 2003, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, 15237-7010, at 2:00 p.m. and at any adjournment
thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal To elect Joe N. Averett, Jr., Teri G. Fontenot and Ernest E. Howard III
as Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a particular
nominee, mark the "VOTE FOR ALL EXCEPT" box and strike a line
through the name of the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
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. 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.
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
CASH RESERVE FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the "TRUST"),
hereby appoint Timothy S. Johnson, Gregory P. Dulski, Maureen Ferguson, Susan K.
Maroni, and Heather A. Eastgate, or any one of them, true and lawful attorneys,
with the power of substitution of each, to vote all shares of the Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders (the
"Meeting") to be held on March 7, 2003, at 5800 Corporate Drive, Pittsburgh,
Pennsylvania, 15237-7010, at 2:00 p.m. and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal To elect Joe N. Averett, Jr., Teri G. Fontenot and Ernest E. Howard III
as Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a particular
nominee, mark the "VOTE FOR ALL EXCEPT" box and strike a line
through the name of the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
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. 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.
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of HIBERNIA
U.S. TREASURY MONEY MARKET FUND (the "FUND"), A PORTFOLIO OF HIBERNIA FUNDS (the
"TRUST"), hereby appoint Timothy S. Johnson, Gregory P. Dulski, Maureen
Ferguson, Susan K. Maroni, and Heather A. Eastgate, or any one of them, true and
lawful attorneys, with the power of substitution of each, to vote all shares of
the Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Meeting") to be held on March 7, 2003, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, 15237-7010, at 2:00 p.m. and at any adjournment
thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF HIBERNIA FUNDS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Trustees of the Trust
FOR [ ]
Proposal To elect Joe N. Averett, Jr., Teri G. Fontenot and Ernest E. Howard III
as Trustees of the Trust
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL
EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a particular
nominee, mark the "VOTE FOR ALL EXCEPT" box and strike a line
through the name of the nominee for whom you are NOT voting. Your
shares will be voted for the remaining nominees.
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. 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.