Exhibit 17


                     Banknorth Intermediate Bond Fund
                     (a portfolio of Banknorth Funds)

               PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
                             [August 27, 2004]

This proxy is being solicited on behalf of the Board of Trustees of
Banknorth Funds (the "Trust") and relates to the proposal with respect to
the Trust, on behalf of Banknorth Intermediate Bond Fund (the "Fund"), a
portfolio of the Trust.  The undersigned appoints as proxies _______ and
_______ and each of them (with power of substitution), to vote all the
undersigned's shares in the Fund at the Special Meeting of Shareholders to
be held on [August 27, 2004] at ___ a.m., at ___________, and any
adjournment thereof (the "Meeting"), with all the power the undersigned
would have if personally present.

The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority
to vote "FOR" the proposal specified below. This proxy also grants
discretionary power to vote upon such other business as may properly come
before the Meeting.

Your vote is important no matter how many shares you own. Please sign and
date this proxy below and return it promptly in the enclosed envelope or
fax it to ____________________.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

BANKNORTH INTERMEDIATE BOND FUND
(a portfolio of Banknorth Funds)

Vote On Proposal                                       FOR   AGAINST
ABSTAIN

To approve or disapprove a proposed Agreement and Plan of Reorganization
pursuant to which Federated Total Return Bond Fund ("Total Return Bond
Fund"), a portfolio of Federated Total Return Series, Inc., would acquire
all of the assets of the Fund in exchange solely for shares of Total
Return Bond Fund, to be distributed pro rata by the Fund to holders of its
shares, in complete liquidation and termination of the Fund.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE SIGN AND
DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR
FAX IT TO ____________.


Please sign exactly as name appears hereon. If shares are held in the name
of joint owners, at least one owner must sign. Attorneys-in-fact,
executors, administrators, etc. should so indicate. If shareholder is a
corporation or partnership, please sign in full corporate or partnership
name by authorized person.

_________________________________________________
______________________________
Signature (owner, trustee, custodian, etc.)                   Date