SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
|X| Preliminary proxy statement |_| Confidential, for Use of the
|_| Definitive proxy statement Commission Only
|_| Definitive additional materials (as permitted by Rule 14a-6(e)(2))
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE DESSAUER GLOBAL EQUITY FUND
(Name of Registrant as Specified in Its Charter)
Aviva L. Grossman
(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)(1) 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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary 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:
<PAGE>
THE DESSAUER GLOBAL EQUITY FUND
4 Main Street
Orleans, Massachusetts 02653
(508) 255-1651
Dear Shareholder:
You are invited to attend an Annual Meeting of the shareholders (the
"Meeting") of The Dessauer Global Equity Fund (the "Fund"), on June 26, 1999 at
10:00 Eastern time at the New York Hilton & Towers, 1335 Avenue of the Americas,
New York, New York 10019. At the Meeting, we will ask shareholders to consider
and approve:
1. A proposal to elect six (6) Trustees, who will hold office until
the election and qualification of their successors;
2. A proposal to ratify or reject the selection of Ernst & Young LLP
as independent auditors of the Fund;
3. A proposal to clarify the Fund's fundamental investment
restriction regarding borrowing; and
4. Any other business properly brought before the Meeting or any
adjournment(s) thereof.
We anticipate that approving these proposals will benefit all
shareholders of the Fund. The Board of Trustees has given careful consideration
to these proposals and has concluded that they are in the best interests of the
Fund and its shareholders. We urge you to approve these proposals.
We welcome your attendance at the Annual Meeting. If you are unable to
attend, please sign, date and return the enclosed proxy card promptly in order
to spare the additional proxy solicitation expense.
Dated: May ___, 1999
By Order of the Board of Trustees,
Linda R. Reed, Secretary
You can help 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 Meeting. The
enclosed envelope requires no postage if mailed in the United States.
<PAGE>
PRELIMINARY PROXY MATERIALS FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
THE DESSAUER GLOBAL EQUITY FUND
4 Main Street
Orleans, Massachusetts 02653
(508) 255-1651
Notice of Annual Meeting of Shareholders
to be held June 26, 1999
You are invited to attend an Annual Meeting of the shareholders (the
"Meeting") of The Dessauer Global Equity Fund (the "Fund"), a Delaware business
trust, on June 26, 1999 at 10:00 Eastern time at the New York Hilton & Towers,
1335 Avenue of the Americas, New York, New York 10019. At the meeting, we will
ask shareholders to vote on:
1. A proposal to elect six (6) Trustees, who will hold office until
the election and qualification of their successors;
2. A proposal to ratify or reject the selection of Ernst & Young LLP
as independent auditors of the Fund;
3. A proposal to clarify the Fund's fundamental investment
restriction regarding borrowing; and
4. Any other business properly brought before the Meeting or any
adjournment(s) thereof.
Any shareholder who owned shares of the Fund on April 30, 1999 (the
"Record Date") will receive notice of the Meeting and will be entitled to vote
at the Meeting or any and all adjournment(s) of the Meeting. Please read the
full text of the Proxy Statement for a complete understanding of the proposals.
Dated: May ___, 1999
By Order of the Board of Trustees,
Linda R. Reed, Secretary
You can help 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 Meeting. The
enclosed envelope requires no postage if mailed in the United States.
<PAGE>
PRELIMINARY PROXY MATERIALS FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
THE DESSAUER GLOBAL EQUITY FUND
PROXY STATEMENT
Dated May __, 1999
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
June 26, 1999
GENERAL INFORMATION
This is a proxy statement for The Dessauer Global Equity Fund (the
"Fund"), a Delaware business trust. The Trustees of the Fund are soliciting your
proxy for an Annual Meeting of shareholders (the "Meeting") to approve proposals
that have already been approved by the Trustees. The Meeting will be held on
June 26, 1999 at 10:00 a.m. Eastern time at the New York Hilton & Towers, 1335
Avenue of the Americas, New York, New York 10019.
The Meeting has been called for the following purposes:
1. To elect six (6) Trustees to hold office until the election and
qualification of their successors;
2. To ratify or reject the selection of Ernst & Young LLP as
independent auditors of the Fund;
3. To clarify the Fund's fundamental investment restriction
regarding borrowing; and
4. To transact such other business as may properly come before the
Meeting or any adjournment(s) thereof.
You should read this entire Proxy Statement before voting. If you have
any questions, please call us at 800-560-0086.
We are first mailing this Proxy Statement, Notice of Meeting and Proxy
Card to Shareholders on or about May 24, 1999.
The Fund is required by federal law to file reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
The SEC maintains a Web site that contains information about the Fund. Any such
proxy material, reports and other information can be inspected and copied at the
public reference facilities of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's New York Regional Office, Seven World Trade Center, New
York, NY 10048. Copies of such materials can be obtained from the Public
Reference Branch, Office of Consumer Affairs and Information Services of the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
<PAGE>
The Board of Trustees has fixed the close of business on April 30, 1999
as the record date for the determination of the shareholders entitled to notice
of, and to vote at, the Meeting or any adjournment(s) thereof (the "Record
Date"). As of the Record Date, there were approximately ______________
outstanding shares of the Fund. The holders of each share of the Fund shall be
entitled to one vote for each full share and a fractional vote for each
fractional share. As of April 30, 1999, the following shareholders owned,
directly or indirectly, 5% or more of the Fund's outstanding shares:
Name and Address Number of Shares Percent
of Beneficial Owner Beneficially Owned of Fund
------------------- ------------------ -------
------------ ---%
A copy of the Fund's annual report for the fiscal year ended March 31,
1999 may be received, free of charge, by calling the Fund, toll free, at
800-560-0086.
Proposal 1
ELECTION OF TRUSTEES
The Fund proposes that shareholders elect as Trustees the individuals
(the "Nominees") listed below, each to serve until their successors have been
elected and shall have qualified. The Board of Trustees consists of six
Trustees, at least four of whom must be Independent Trustees (trustees who are
not "interested persons" as defined in the 1940 Act). If authority is granted on
the accompanying proxy to vote in the election of Trustees, the persons named as
proxies will vote for the Nominees named below, each of whom has consented to
serve if elected. If any Nominee is unavailable to serve for any reason, the
persons named as proxies will vote for such other Nominee or Nominees selected
by the Board of Trustees or the Board may reduce the number of Trustees as
provided in the Fund's By-Laws. The Fund currently knows of no reason why any of
the Nominees listed below will be unable to serve if elected.
Nominees for Election to the Board of Trustees
<TABLE>
<CAPTION>
Shares Owned
Nominee's Name Principal Occupation (s) Year First Became Beneficially April
Address*** and Age During Past 5 Years A Trustee 30, 1999**
- ------------------ ------------------- --------- ----------
<S> <C> <C> <C>
*John P. Dessauer, 62 ______________; 1997 13,264
Chairman and Trustee Chairman of Dessauer &
McIntyre Asset
Management, Inc. from
_____ until April 27,
1999
*Thomas P. McIntyre, 42 President, Dessauer & 1997 7,147
President and Trustee McIntyre Asset
Management, Inc.
2
<PAGE>
Max A. Fischer, 61 Independent Financial 1997 0
Trustee Consultant; formerly,
General Manager,
Shearson Lehman
Brothers Bank
(Switzerland)
Ingrid R. Hendershot, 40 President, Hendershot 1997 700
Trustee Investments; Vice
President, Financial Analyst, Growth Stock
Outlook, Inc.; Vice President, The
Washington Society of Investment Analysts,
Inc.
Kevin A. Melich, 57 Partner, Chartwell 1997 0
Trustee Investment Partners;
formerly, Portfolio
Manager, Delaware
Investment Advisers;
Trustee, Chartwell
Dividend & Income Fund
J. Brooks Reece, 51 Vice President, Sales & 1997 0
Trustee Marketing, Adcole
Corporation; Trustee,
Guinness Flight
Investment Funds
</TABLE>
- ------------
* An "interested person" of the Trust, as defined by Section 2(a)(19) of the
1940 Act.
** Beneficial ownership is defined in accordance with the rules of the
Securities and Exchange Commission and means generally the power to vote or
dispose of shares, regardless of any economic interest therein.
*** The address of each Nominee is 4 Main Street, Orleans Massachusetts 02653.
The six Nominees for election to the Board of Trustees also serve as
the current Trustees and principal executive officers of the Fund. The Board of
Trustees met four times during the period April 1, 1998 through April 30, 1999,
including one telephonic meeting, and each of the Trustees attended at least 75%
of those meetings. The Board has an Audit Committee and a Valuation Committee,
each consisting of Max A. Fischer, Ingrid R. Hendershot, Kevin A. Melich and J.
Brooks Reece, Jr. The Audit Committee is responsible for reviewing the scope and
results of the Fund's annual audit with the Fund's independent accountants and
for recommending the engagement of the independent accountants. The Valuation
Committee is responsible for the valuation of the
3
<PAGE>
Fund's assets. The Audit and Valuation Committees did not meet during the period
April 1, 1998 through April 30, 1999.
Remuneration of Trustees and Certain Executive Officers
Each Trustee except John P. Dessauer and Thomas P. McIntyre is
reimbursed for expenses incurred in attending each meeting of the Board of
Trustees or any committee thereof. Each Trustee except John P. Dessauer and
Thomas P. McIntyre receives a fee for serving on the Board of Trustees of the
Fund.
Set forth below is information regarding compensation paid or accrued
for the fiscal year ended March 31, 1999 for each Trustee:
<TABLE>
<CAPTION>
====================================================================================================================================
Pension or Total Compensation
Retirement Benefits Estimated Annual From Number of
Aggregate Accrued as Part of Benefits Upon Fund and Fund Directorships
Name of Trustee Compensation from Fund Fund Expenses Retirement Complex in Fund Complex
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John P. Dessauer $0 $0 $0 $0 1
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas P. McIntyre $0 $0 $0 $0 1
- ------------------------------------------------------------------------------------------------------------------------------------
Max A. Fischer $3,750 $0 $0 $3,750 1
- ------------------------------------------------------------------------------------------------------------------------------------
Ingrid K. Hendershot $3,750 $0 $0 $3,750 1
- ------------------------------------------------------------------------------------------------------------------------------------
Kevin A. Melich $3,750 $0 $0 $3,750 1
- ------------------------------------------------------------------------------------------------------------------------------------
J. Brooks Reece $3,750 $0 $0 $3,750 1
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
The election of the Nominees to the Board of Trustees will require the
affirmative vote of a plurality of the votes cast at the meeting in person or by
proxy.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE ELECTION OF NOMINEES TO THE
BOARD OF TRUSTEES.
Proposal 2
RATIFICATION OR REJECTION OF
INDEPENDENT AUDITORS
The Trustees, including the Independent Trustees, unanimously appointed
Ernst & Young LLP, as independent auditors to examine and to report on the
financial statements of the Fund for the fiscal year ending March 31, 2000. That
appointment was expressly conditioned upon the right of the Fund by a vote of
the majority of the outstanding voting securities at any meeting called for the
purpose to terminate such employment. The Board's selection of Ernst & Young LLP
is hereby submitted to shareholders for ratification.
Ernst & Young LLP served as the Fund's independent auditors during its
most recent fiscal period ended March 31, 1999. Services performed by Ernst &
Young LLP included auditing the Fund's financial statements and services related
to various filings the Fund made with the Securities and Exchange Commission.
Ernst & Young LLP has informed the Fund that neither Ernst & Young
4
<PAGE>
LLP nor any of its partners has any direct or material indirect financial
interest in the Fund. Representatives of Ernst & Young LLP are not expected to
be present at the Meeting but have been given the opportunity to make a
statement if they so desire, and will be available by telephone should any
matter arise requiring their participation.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
Approval of the selection of Ernst & Young LLP as independent auditors
to examine and report on the financial statements of the Fund for the fiscal
year ending March 31, 2000 requires the affirmative vote of a majority of the
votes cast at the Meeting in person or by proxy, provided that a quorum is
present at the Meeting.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL.
Proposal 3
CLARIFICATION OF THE FUND'S
FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING BORROWING
The 1940 Act requires a registered investment company, including the
Fund, to have certain specific investment policies that can be changed only by a
vote of a majority of the company's shareholders. Investment companies may also
elect to designate other policies that may be changed only by a shareholder
vote. Both types of policies are often referred to as "fundamental investment
restrictions." These investment restrictions have been in effect since the
Fund's inception and are described in the Fund's Statement of Additional
Information. The Fund is proposing to clarify one of these investment
restrictions with regard to borrowing.
The current investment restriction states that the Fund may not:
Borrow money or issue senior securities or pledge its assets,
except that the Fund may borrow up to 33 1/3% of the value of
its total assets from a bank (i) for temporary or emergency
purposes, including to meet redemption requests if the Fund is
operating as an open-end investment company, (ii) for such
short-term credits necessary for the clearance or settlement
of the transactions, (iii) to finance repurchase of its Shares
or (iv) to pay dividends required to be distributed in order
for the Fund to maintain its qualification as a regulated
investment company under the Code or otherwise to avoid
taxation under the Code in amounts not exceeding 5% of its
total assets (including the amount borrowed and excluding the
liability for the borrowings).
The Fund proposes to change this investment restriction to state that:
(1) The Fund may borrow money to the extent permitted under
the Investment Company Act of 1940.
(2) The Fund may not issue any senior security (as defined
in the Investment Company Act of 1940), except that the
Fund may (a) engage in transactions that result in the
issuance of senior securities to the extent permitted
under applicable regulations and interpretations of the
Investment Company Act of 1940, an exemptive order or
interpretation of the staff of the Securities and
5
<PAGE>
Exchange Commission; (b) acquire other securities, the
acquisition of which may result in the issuance of a
senior security, to the extent permitted under
applicable regulations or interpretations of the
Investment Company Act of 1940; (c) issue multiple
classes of shares in accordance with the regulations of
the Securities and Exchange Commission; and (d) to the
extent it might be considered the issuance of a senior
security, borrow money as authorized by the Investment
Company Act of 1940.
This change clarifies the Fund's investment restrictions regarding
borrowing and gives the Fund the flexibility to borrow money and to engage in
other permitted activities related to borrowing including pledging assets within
the limits of the 1940 Act. The investment restrictions are clarified by being
separately stated, to make it clear that the Fund may borrow money to the extent
permitted under the 1940 Act. In addition, the prior investment restriction
contained language that was relevant only because the Fund was a closed-end
fund. Since the Fund has converted to an open-end fund, changing this
restriction will give the Fund greater flexibility to respond to regulatory
developments and changes in the financial markets without incurring the cost and
expense of a shareholder meeting. Borrowing money to purchase securities may
place the Fund at risk and therefore the Fund has no current intention to borrow
money to purchase securities. The Fund may, however, pledge some securities to
secure the committed line of credit obtained from BankBoston, N.A., for the
purpose of meeting redemptions of shares.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
Approval of the clarification of the fundamental investment restriction
regarding borrowing requires the affirmative vote of a "majority of the
outstanding voting securities" of the Fund, which, for this purpose, means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
the Fund, or (2) 67% or more of the shares of the Fund present at the Meeting if
more than 50% of the outstanding shares of the Fund are represented at the
Meeting in person or by proxy.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL.
OTHER INFORMATION
The Investment Adviser. The Fund's investment adviser is Dessauer & McIntyre
Asset Management, Inc. ("Dessauer & McIntyre") is a registered investment
adviser located at 4 Main Street, Orleans, Massachusetts 02653. As of March 31,
1999, Dessauer & McIntyre managed $411.8 million in both U.S. and international
assets for its clients.
The Principal Underwriter. The Fund's principal underwriter is First Fund
Distributors, Inc., 4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018.
The Administrator. The Fund's Administrator is Investment Company
Administration, L.L.C., 2020 E. Financial Way, Suite 100, Glendora, California
91741.
Proxy Solicitation. The Fund will solicit shareholder proxies primarily by mail,
but may also solicit proxies by telephone, telegraph, facsimile, or person
interview conducted by certain officers or employees of the Fund, Dessauer &
McIntyre, the Fund's administrator, and any of their affiliates, none of whom
will receive compensation therefor. The Fund may retain an outside firm to
solicit
6
<PAGE>
proxies on the Fund's behalf. If an outside firm is retained, the Fund expects
to pay $5,000 for proxy solicitation services.
Proxy Solicitation Costs. The Fund will pay all costs of soliciting proxies from
its own shareholders, including costs relating to the printing, mailing and
tabulation of proxies. By voting immediately, you can help the Fund avoid the
considerable expense of a second proxy solicitation.
Quorum. In order for these proposals to be voted, the Fund must achieve a
quorum. This means that one third (1/3) of the Fund's shares must be represented
at the meeting, either in person or by proxy. All returned proxies count towards
a quorum, regardless of how they are voted. The Fund will count broker non-votes
toward a quorum, but not toward the approval of any proposal. (A broker non-vote
is a proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does not have
discretionary power).
If a quorum is not present when the Meeting is called to order, then
the proxy attorneys may vote those proxies that have been received to adjourn
the Meeting to a later date. If a quorum is present but sufficient votes in
favor or one or more proposals have not been received, the proxy attorneys may
propose one or more adjournments of the Meeting to permit further proxy
solicitations. All such adjournments require the affirmative vote of a majority
of the shares present at the Meeting. The proxy attorneys will vote the proxies
that they are entitled to vote in favor of the proposal, in favor of the
adjournment, and those proxies that are required to be voted against the
proposal, against the adjournment. If there are sufficient votes for the
approval of one or more proposals, a vote may be taken on those proposals prior
to any such adjournment if it is otherwise appropriate. Adjourned session or
sessions may be held within a reasonable time after June 26, 1999 without the
necessity of further notice.
Returning a signed but unmarked proxy. If you sign and return the proxy ballot,
but do not indicate a choice as to any of the proposals on the proxy ballot, the
proxy attorneys will vote those shares of beneficial interest ("shares") for the
proposal(s).
Revoking your proxy. You can revoke your proxy at any time up until the voting
results are announced. You can revoke your proxy by giving notice to the
Secretary of the Fund prior to the Meeting or by delivering a subsequently dated
proxy or by attending and voting at the Meeting in person.
Other Matters. As of the date of this proxy statement, the only business which
management intends to present or knows that others will present is the business
mentioned in the Notice of Meeting. If other matters do come up, the proxies
will use their best judgment to vote on behalf of shareholders. If you do not
want the proxies to vote other matters on your behalf, you must give notice to
the Fund in writing before the meeting that the proxies are not authorized to
vote other matters on your behalf.
Submission of Proposals for the Next Annual Meeting of the Fund.
Under the Fund's Trust Instrument and By-Laws, annual meetings of
shareholders are not required to be held unless necessary under the 1940 Act
(for example, when fewer than a majority of the Trustees have been elected by
shareholders). However, rules of the New York Stock Exchange, on which the
shares of the Fund were traded when it was a closed-end fund, required that the
Fund hold annual meetings. Since the Fund has converted to an open-end fund, the
Fund will no longer hold annual shareholder meetings. A shareholder proposal
intended to be presented at any meeting hereafter called should be sent to the
Fund at 4 Main Street, Orleans, Massachusetts 02653, and must be received by the
Fund within a reasonable time before the solicitation relating thereto is made
in
7
<PAGE>
order to be included in the notice or proxy statement related to such meeting.
The submission by a shareholder of a proposal for inclusion in a proxy statement
does not guarantee that it will be included. Shareholder proposals are subject
to certain regulations under federal securities law.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE SIGN YOUR PROXY CARD PROMPTLY AND RETURN IT IN THE
ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES.
By Order of the Board of Trustees,
/s/ Linda R. Reed
-----------------
Linda R. Reed, Secretary
8
<PAGE>
THE DESSAUER GLOBAL EQUITY FUND
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of The Dessauer Global
Equity Fund (the "Fund") for use at an Annual Meeting of Shareholders to be held
at the New York Hilton & Towers, 1335 Avenue of the Americas, New York, New York
10019 on June 26, 1999 at 10:00 a.m. Eastern time.
The undersigned hereby appoints Thomas P. McIntyre and Robert Flynn,
and each of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated Annual Meeting, and at all adjournments thereof, all
shares of beneficial interest of the Fund that are held of record by the
undersigned on the record date for the Annual Meeting, upon the following
matters:
Please mark boxes in blue or black ink.
ITEM 1. Votes on Proposal to elect six trustees to serve as members of the
Board of Trustees of the Fund. The nominees are: John P. Dessauer,
Thomas P. McIntyre, Max A. Fischer, Ingrid R. Hendershot, Kevin Melich
and J. Brooks Reece.
FOR ALL
FOR WITHHOLD EXCEPT
|_| |_| |_| TO WITHHOLD AUTHORITY
TO VOTE FOR ANY
INDIVIDUAL NOMINEE,
MARK THE "FOR ALL
EXCEPT" BOX, AND STRIKE
A LINE THROUGH THE
NOMINEE'S NAME IN THE
LIST ABOVE.
ITEM 2. Vote on Proposal to ratify the selection of Ernst & Young LLP as
independent auditors of the Fund.
FOR AGAINST ABSTAIN
|_| |_| |_|
ITEM 3. Vote on Proposal to clarify the Fund's fundamental investment
restriction regarding borrowing.
FOR AGAINST ABSTAIN
|_| |_| |_|
- --------------------------------------------------------------------------------
Every properly signed proxy will be voted in the manner specified
thereon and, in the absence of specification, will be treated as
GRANTING authority to vote FOR Proposal 1, to elect the slate of six
nominees to serve as members of the Board of Trustees of the Trust and
FOR Proposal 2, to ratify the selection of Ernst & Young LLP as
independent auditors of the Fund and FOR Proposal 3, to clarify the
Fund's fundamental investment restriction regarding borrowing.
Receipt of a Combined Notice of Annual Meeting and Proxy Statement is
hereby acknowledged.
PLEASE SIGN, DATE AND RETURN PROMPTLY.
<TABLE>
<CAPTION>
<S> <C>
IMPORTANT: Joint owners must ------------------------------------------
EACH sign. When signing as attorney, Sign here exactly as name(s) appears hereon
executor, administrator, trustee, guardian
or corporate officer, please give your full
title as such. ------------------------------------------
Dated:________________________________, 1999
</TABLE>
9
