<PAGE> 1
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 (AMENDMENT NO. )
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 Rule 14a-11(c) or Rule 14a-12
KEMPER EQUITY TRUST
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(Name of Registrant as Specified in Its Charter)
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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)(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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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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KEMPER EQUITY TRUST
KEMPER-DREMAN FINANCIAL SERVICES FUND
222 South Riverside Plaza Chicago, Illinois 60606
June 23, 1999
Dear Shareholders:
A Special Meeting of Shareholders of Kemper-Dreman Financial Services Fund (the
"Fund"), a series of Kemper Equity Trust, is to be held at 2:30 p.m., Eastern
time, on Thursday, July 29, 1999, at the offices of Scudder Kemper Investments,
Inc., 13th Floor, Two International Place, Boston, Massachusetts 02110. A Proxy
Statement regarding the meeting, proxy card for your vote at the meeting, and an
envelope--postage-prepaid--in which to return your proxy card are enclosed.
At the Special Meeting, Fund shareholders will be asked to approve a change to
the Fund's sub-classification under the Investment Company Act of 1940, as
amended (the "1940 Act"), from a diversified company to a non-diversified
company.
AFTER CAREFUL REVIEW, THE MEMBERS OF YOUR FUND'S BOARD HAVE APPROVED THE CHANGE
TO THE FUND'S SUBCLASSIFICATION UNDER THE 1940 ACT FROM A DIVERSIFIED COMPANY TO
A NON-DIVERSIFIED COMPANY. THE BOARD MEMBERS OF YOUR FUND BELIEVE THAT THE
PROPOSAL SET FORTH IN THE NOTICE OF MEETING FOR YOUR FUND IS IMPORTANT AND
RECOMMEND THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE FOR THE
PROPOSAL.
Your vote is important. PLEASE TAKE A MOMENT NOW TO SIGN AND RETURN YOUR PROXY
CARD IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. If we do not receive your
executed proxy card after a reasonable amount of time, you may receive a
telephone call from our proxy solicitor, Shareholder Communications Corporation,
reminding you to vote.
Respectfully,
Mark S. Casady Signature
Mark S. Casady
President
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WE URGE YOU TO SIGN AND RETURN YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF
THE NUMBER OF SHARES YOU OWN.
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KEMPER EQUITY TRUST
KEMPER-DREMAN FINANCIAL SERVICES FUND
222 South Riverside Plaza Chicago, Illinois 60606
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
June 23, 1999
Please take notice that a Special Meeting of Shareholders (the "Special
Meeting") of Kemper-Dreman Financial Services Fund (the "Fund"), a series of
Kemper Equity Trust, will be held at the offices of Scudder Kemper Investments,
Inc., 13th Floor, Two International Place, Boston, Massachusetts 02110, on
Thursday, July 29, 1999, at 2:30 p.m., Eastern time, for the following purpose:
PROPOSAL: To approve a change to the Fund's sub-classification under the
Investment Company Act of 1940 from a diversified company to a
non-diversified company.
The appointed proxies will vote in their discretion on any other business as may
properly come before the Special Meeting or any adjournments thereof.
Holders of record of shares of the Fund at the close of business on June 1, 1999
are entitled to vote at the Special Meeting and at any adjournments thereof.
In the event that the necessary quorum to transact business or the vote required
to approve the Proposal is not obtained at the Special Meeting, the persons
named as proxies may propose one or more adjournments of the Special Meeting in
accordance with applicable law to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of the holders of a majority
of the Fund's shares present in person or by proxy at the Special Meeting. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of the Proposal and will vote against
any such adjournment those proxies to be voted against the Proposal.
By Order of the Board of Trustees,
PHILIP J. COLLORA SIG
Philip J. Collora
Secretary
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IMPORTANT--WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN
THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR
YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY SAVE THE
NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT THE SPECIAL
MEETING. IF YOU CAN ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES IN
PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
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<PAGE> 5
KEMPER EQUITY TRUST
KEMPER-DREMAN FINANCIAL SERVICES FUND
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of Kemper Equity Trust (the "Trust") for
use at the Special Meeting of Shareholders of Kemper-Dreman Financial Services
Fund (the "Fund"), a series of the Trust, to be held at the offices of Scudder
Kemper Investments, Inc., 13th Floor, Two International Place, Boston,
Massachusetts 02110, on Thursday, July 29, 1999 at 2:30 p.m., Eastern time, and
at any and all adjournments thereof (the "Special Meeting").
This Proxy Statement, the Notice of Special Meeting and the proxy card are first
being mailed to shareholders on or about June 23, 1999, or as soon as
practicable thereafter. Any shareholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of the
Fund, c/o Scudder Kemper Investments, Inc., 222 South Riverside Plaza, Chicago,
Illinois 60606) or in person at the Special Meeting, by executing a superseding
proxy or by submitting a notice of revocation to the Fund. All properly executed
proxies received in time for the Special Meeting will be voted as specified in
the proxy or, if no specification is made, in favor of the Proposal referred to
in the Proxy Statement.
The Proposal requires the affirmative vote of a "majority of the outstanding
voting securities" of the Fund. The term "majority of the outstanding voting
securities," as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), and as used in this Proxy Statement, means: the affirmative vote of
the lesser of (1) 67% of the voting securities of the Fund present at the
Special Meeting if more than 50% of the outstanding voting securities of the
Fund are present in person or by proxy or (2) more than 50% of the outstanding
voting securities of the Fund.
Abstentions and broker non-votes will have the effect of a "no" vote on the
Proposal, which requires the approval of a specific percentage of the
outstanding shares of the Fund or of such shares present at the meeting. Broker
non-votes are proxies received by the Fund from brokers or nominees when the
broker or nominee has neither received instructions from the beneficial owner or
other persons entitled to vote nor has
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discretionary power to vote on a particular matter. Accordingly, shareholders
are urged to forward their voting instructions promptly.
The presence at any shareholders' meeting, in person or by proxy, of the holders
of one-third of the shares of the Fund entitled to be cast shall be necessary
and sufficient to constitute a quorum for the transaction of business. In the
event that the necessary quorum to transact business or the vote required to
approve the Proposal is not obtained at the Special Meeting, the persons named
as proxies may propose one or more adjournments of the Special Meeting in
accordance with applicable law to permit further solicitation of proxies with
respect to the Proposal. Any such adjournment will require the affirmative vote
of the holders of a majority of the Fund's shares present in person or by proxy
at the Special Meeting.
The persons named as proxies will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of the Proposal and will vote
against any such adjournment those proxies to be voted against the Proposal. For
purposes of determining the presence of a quorum for transacting business at the
Special Meeting, abstentions and broker non-votes will be treated as shares that
are present but which have not been voted.
The Board has fixed the close of business on June 1, 1999 as the record date for
the determination of shareholders entitled to notice of and to vote at the
Special Meeting. Shareholders are entitled to one vote for each share held. As
of June 1, 1999, there were 21,349,434 shares of the Fund outstanding,
comprising 9,421,062 Class A shares, 10,160,953 Class B shares and 1,767,419
Class C shares. Shareholders shall vote on the Proposal in the aggregate,
without regard to class.
PROPOSAL: APPROVAL OF A CHANGE TO THE FUND'S SUB-CLASSIFICATION UNDER THE
INVESTMENT COMPANY ACT OF 1940 FROM A DIVERSIFIED COMPANY TO A NON-DIVERSIFIED
COMPANY
The Board has adopted, subject to shareholder approval, the recommendation of
Scudder Kemper Investments, Inc. ("Scudder Kemper"), the Fund's investment
manager, and Dreman Value Management, L.L.C. ("Dreman"), the Fund's sub-adviser,
that the Fund's sub-classification be changed from "diversified" to
"non-diversified." The Fund is currently sub-classified as a "diversified
company" under Section 5(b) of the 1940 Act. As a "diversified company," the
Fund must have at least 75% of the value of its total assets in cash and cash
items (including receivables), Government securities, securities of other
investment companies, and other securities (the "75% basket"). For purposes of
the 75% basket, the Fund may not count securities of a single issuer that
account
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for more than 5% of the Fund's total assets or that constitute more than 10% of
such issuer's outstanding voting securities.
For example, if the Fund's portfolio includes a security which constitutes 6% of
the Fund's total assets, that position would be excluded from the 75% basket. In
addition, if shares of a security held by the Fund constitute more than 10% of
an issuer's outstanding voting securities, that position would likewise be
excluded from the 75% basket. This restriction is designed to prevent funds that
hold themselves out as diversified from being tied too closely to the success of
one or a few issuers. In addition, the restriction is designed to prevent such
funds from controlling companies in which they invest.
The Board recommends that the shareholders approve the Proposal to change the
Fund's sub-classification under Section 5(b) from "diversified" to
"non-diversified." If the shareholders approve the proposal, the Fund will no
longer be required to comply with the diversification standards outlined above.
The Fund intends to continue to comply with the diversification and other
requirements of the Internal Revenue Code of 1986, as amended (the "Code"),
applicable to regulated investment companies so that the Fund will not be
subject to U.S. federal income taxes on its net investment income. In this
regard, the applicable diversification requirements imposed by the Code provide
that the Fund must diversify its holdings so that at the end of each quarter of
the taxable year (i) at least 50% of the market value of the Fund's assets is
represented by cash and cash items, U.S. government securities, the securities
of other regulated investment companies and other securities, with such other
securities of any one issuer limited for purposes of this calculation to an
amount not greater than 5% of the value of the Fund's total assets and 10% of
the outstanding voting securities of such issuer, and (ii) not more than 25% of
the value of its total assets is invested in the securities of any one issuer
(other than U.S. government securities or the securities of other regulated
investment companies).
Although the Fund will be subject to the diversification standards imposed by
the Code, a change in the Fund's sub-classification to a non-diversified
investment company will permit the Fund to invest its assets in fewer issuers
than is now the case. Scudder Kemper and Dreman have advised the Board that
changing to non-diversified status will benefit shareholders with the potential
for improved performance. Scudder Kemper and Dreman believe that there are a
number of financial services companies that present opportunities for growth
and, as a non-diversified fund, the Fund will have the flexibility to make
larger investments in the best ideas of Dreman.
The Fund primarily invests in stocks and other equity securities of companies in
the financial services sector believed by Dreman to be underval-
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ued. Although the financial services sector is one of the largest and most
diverse of the sector groups as classified by Standard & Poors, Inc. (the "S&P
Finance Sector" or the "Index"), the industry has recently consolidated as a
result of a number of large-scale mergers and acquisitions involving financial
services firms. As of April 23, 1999, the three largest companies in the S&P
Finance Sector accounted for more than 25% of the Index, while the ten largest
companies in the S&P Finance Sector accounted for more than 50% of the Index.
Under these circumstances, the Fund may be unable to match or overweight its
investments in certain securities in the S&P Finance Sector because of the
Fund's subclassification as a diversified company. If the S&P Finance Sector
continues to consolidate, the Fund may have more difficulty maintaining
performance results similar to the Index as a diversified company than as a
non-diversified company.
While investing a larger portion of the Fund's assets in fewer issuers may prove
beneficial when such companies outperform the market, larger investments in
fewer issuers will also magnify any negative performance by such portfolio
companies. In general, the Fund's net asset value may become more volatile.
However, Scudder Kemper and Dreman believe these additional risks are outweighed
by the potential for improved performance.
THE BOARD MEMBERS OF THE TRUST RECOMMEND THAT THE SHAREHOLDERS OF THE FUND VOTE
IN FAVOR OF THIS PROPOSAL.
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ADDITIONAL INFORMATION
INVESTMENT MANAGER, SUB-ADVISER AND PRINCIPAL UNDERWRITER AND ADMINISTRATOR
The Fund's investment manager is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, New York 10154. The Fund's sub-adviser is Dreman Value
Management, L.L.C., 10 Exchange Place, Jersey City, New Jersey 07701. The Fund's
principal underwriter and administrator is Kemper Distributors, Inc., 222 South
Riverside Plaza, Chicago, Illinois 60606.
PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy card and Proxy
Statement and all other costs incurred in connection with the solicitation of
proxies, including any additional solicitation made by letter, telephone or
telegraph, will be paid by the Fund. In addition to solicitation by mail,
certain officers and representatives of the Trust, officers and employees of
Scudder Kemper and certain financial services firms and their representatives,
who will receive no extra compensation for their services, may solicit proxies
by telephone, telegram or personally.
Shareholder Communications Corporation ("SCC") has been engaged to assist in the
solicitation of proxies at a total estimated cost of $3,500 (plus expenses). As
the Special Meeting date approaches, certain shareholders of the Fund may
receive a telephone call from a representative of SCC if their votes have not
yet been received. Authorization to permit SCC to execute proxies may be
obtained by telephonic or electronically transmitted instructions from
shareholders of the Fund. Proxies that are obtained telephonically will be
recorded in accordance with the procedures set forth below. The Board believes
that these procedures are reasonably designed to ensure that the identity of the
shareholder casting the vote is accurately determined and that the voting
instructions of the shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the SCC representative is
required to ask for each shareholder's full name, address, social security or
employer identification number, title (if the shareholder is authorized to act
on behalf of an entity, such as a corporation), and the number of shares owned,
and to confirm that the shareholder has received the proxy materials in the
mail. If the information solicited agrees with the information provided to SCC,
then the SCC representative has the responsibility to explain the process, read
the Proposal on the proxy card, and ask for the shareholder's instructions on
the Proposal. The SCC representative, although he or she is permitted to answer
questions about the process, is not permitted to recommend to the shareholder
how to vote, other than to read any recommendation set forth in the Proxy
Statement. SCC will
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<PAGE> 10
record the shareholder's instructions on the card. Within 72 hours, the
shareholder will be sent a letter or mailgram to confirm his or her vote and
asking the shareholder to call SCC immediately if his or her instructions are
not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Special Meeting, but does not wish
to give a proxy by telephone, the shareholder may still submit the proxy card
originally sent with the Proxy Statement or attend in person. Should
shareholders require additional information regarding the proxy or replacement
proxy cards, they may call the telephone number printed on the stub of their
proxy card. Any proxy given by a shareholder, whether in writing or by
telephone, is revocable until voted at the Special Meeting.
REPORTS
THE FUND PROVIDES PERIODIC REPORTS TO ALL OF ITS SHAREHOLDERS WHICH HIGHLIGHT
RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF PORTFOLIO
CHANGES. YOU MAY RECEIVE AN ADDITIONAL COPY OF THE MOST RECENT ANNUAL REPORT FOR
THE FUND, WITHOUT CHARGE, BY CALLING 1-800-621-1048 OR WRITING THE FUND, C/O
SCUDDER KEMPER INVESTMENTS, INC., 222 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS
60606.
SECURITY OWNERSHIP
Appendix 1 sets forth the beneficial owners of at least 5% of any class of the
Fund's shares as of April 30, 1999. To the best of the Trust's knowledge, as of
April 30, 1999, no person owned beneficially more than 5% of any class of the
Fund's outstanding shares, except as stated in Appendix 1.
As of April 30, 1999, the Trustees and officers of the Trust as a group owned
beneficially less than 1% of the shares of the Fund.
PROPOSALS OF SHAREHOLDERS
Meetings of shareholders of the Fund are not held on an annual or other regular
basis. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Special Meeting, if any,
should send their written proposals to the Secretary of the Trust, c/o Scudder
Kemper Investments, Inc., Two International Place, Boston, Massachusetts 02110,
within a reasonable time before the solicitation of proxies for such meeting.
The timely submission of a proposal does not guarantee its inclusion.
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OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
No Board member is aware of any matters that will be presented for action at the
Special Meeting other than the matter set forth herein. Should any other matters
requiring a vote of shareholders arise, the proxy in the accompanying form will
confer upon the person or persons entitled to vote the shares represented by
such proxy the discretionary authority to vote the shares as to any such other
matters in accordance with their best judgment in the interest of the Trust
and/or the Fund.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Trustees,
PHILIP J. COLLORA SIG
Philip J. Collora
Secretary
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APPENDIX 1
BENEFICIAL OWNERS OF AT LEAST 5% OF A CLASS OF THE FUND'S SHARES
As of April 30, 1999, 1,059,378 shares in the aggregate, or 11.04% of the
outstanding Class A shares of the Fund were held in the name of National
Financial Services Corp., Attn: 1 World Financial Center, 200 Liberty Street,
4th Floor, New York, NY, 10281, who may be deemed to be the beneficial owner of
certain of these shares, but disclaims any beneficial ownership therein.
As of April 30, 1999, 1,064,181 shares in the aggregate, or 11.09% of the
outstanding Class A shares of the Fund were held in the name of Donaldson,
Lufkin & Jenrette, 1 Pershing Plaza, Jersey City, NJ 07399, who may be deemed to
be the beneficial owner of certain of these shares, but disclaims any beneficial
ownership therein.
As of April 30, 1999, 645,294 shares in the aggregate, or 6.72% of the
outstanding Class A shares of the Fund were held in the name of Olde Discount
Corporation, 751 Griswold Street, Detroit, MI 48226, who may be deemed to be the
beneficial owner of certain of these shares, but disclaims any beneficial
ownership therein.
As of April 30, 1999, 1,053,405 shares in the aggregate, or 10.33% of the
outstanding Class B shares of the Fund were held in the name of National
Financial Services Corp., Attn: 1 World Financial Center, 200 Liberty Street,
4th Floor, New York, NY, 10281, who may be deemed to be the beneficial owner of
certain of these shares, but disclaims any beneficial ownership therein.
As of April 30, 1999, 1,323,291 shares in the aggregate, or 12.97% of the
outstanding Class B shares of the Fund were held in the name of Donaldson,
Lufkin & Jenrette, 1 Pershing Plaza, Jersey City, NJ 07399, who may be deemed to
be the beneficial owner of certain of these shares, but disclaims any beneficial
ownership therein.
As of April 30, 1999, 620,689 shares in the aggregate, or 6.08% of the
outstanding Class B shares of the Fund were held in the name of Merrill, Lynch,
Pierce, Fenner & Smith, 4800 Deer Lake Drive E., Jacksonville, FL 32246, who may
be deemed to be the beneficial owner of certain of these shares, but disclaims
any beneficial ownership therein.
As of April 30, 1999, 940,666 shares in the aggregate, or 9.22% of the
outstanding Class B shares of the Fund were held in the name of Everen
Securities, Inc., Attn: Commission Accounting, 77 West Wacker Drive, Chicago,
Il, 60601, who may be deemed to be the beneficial owner of certain of these
shares, but disclaims any beneficial ownership therein.
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<PAGE> 13
As of April 30, 1999, 99,919 shares in the aggregate, or 5.63% of the
outstanding Class C shares of the Fund were held in the name of National
Financial Services Corp., Attn: 1 World Financial Center, 200 Liberty Street,
4th Floor, New York, NY, 10281, who may be deemed to be the beneficial owner of
certain of these shares, but disclaims any beneficial ownership therein.
As of April 30, 1999, 235,784 shares in the aggregate, or 13.30% of the
outstanding Class C shares of the Fund were held in the name of Donaldson,
Lufkin & Jenrette, 1 Pershing Plaza, Jersey City, NJ 07399, who may be deemed to
be the beneficial owner of certain of these shares, but disclaims any beneficial
ownership therein.
As of April 30, 1999, 191,251 shares in the aggregate, or 10.78% of the
outstanding Class C shares of the Fund were held in the name of Merrill Lynch
Pierce Fenner & Smith, 4800 Deer Lake Drive E., Jacksonville, FL 32246, who may
be deemed to be the beneficial owner of certain of these shares, but disclaims
any beneficial ownership therein.
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KP-Dreman
<PAGE> 15
FOR QUESTIONS CALL THE KEMPER
[LOGO] KEMPER FUNDS TOLL FREE NUMBER: 1-800-732-4052
PLEASE VOTE PROMPTLY!
Your vote is needed! Please vote on the reverse side of this form and sign in
the space provided below. Return your completed Proxy Card in the enclosed
envelope today.
You may receive additional proxy cards for your other accounts. These are not
duplicates; you should sign and return each card in order for your votes to be
counted. Please return them as soon as possible to help save the cost of
additional mailings.
\/ PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. \/
KEMPER-DREMAN FINANCIAL SERVICES FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS - JULY 29, 1999
The undersigned hereby appoints Kathryn L. Quirk, Philip J. Collora, Maureen
E. Kane and Caroline Pearson and each of them, the proxies of the undersigned,
with the power of substitution to each of them, to vote all shares of the Fund
which the undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at the offices of Scudder Kemper Investments, Inc., Two
International Place, Boston, Massachusetts 02110, on Thursday, July 29, 1999 at
2:30 p.m., Eastern time, and at any adjournments thereof.
Dated___________________, 1999
Please sign exactly as your name or names
appear. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title as such.
-----------------------------------------------
-----------------------------------------------
Signature(s)
DREMAN FUND
<PAGE> 16
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE PROXY CARD BELOW. SIGN, DATE
AND RETURN IT IN THE ENVELOPE PROVIDED. TO SAVE THE COST OF ADDITIONAL
SOLICITATIONS, PLEASE MAIL YOUR PROXY CARD PROMPTLY.
\/ PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. \/
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, YOUR VOTE WILL BE CAST FOR
THE ITEM LISTED BELOW. THE BOARD MEMBERS OF YOUR FUND UNANIMOUSLY RECOMMEND
THAT YOU VOTE FOR THE ITEM.
Please vote by filling in the appropriate box below.
FOR AGAINST ABSTAIN
Proposal: To approve the change to the [ ] [ ] [ ]
Fund's sub-classification under the
Investment Company Act of 1940 from a
diversified company to a non-diversified
company |_ |_ |_
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
DREMAN FUND
