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 Materials Pursuant toss.240.14a-11(c) orss.240.14a-12
THE MILLENNIUM FUNDS, INC.
Name of Registrant as Specified In Its Charter
N/A
Name of Person(s) Filing Proxy Statement if other than the Registrant
[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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
<PAGE>
[ ]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 such 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:
3
<PAGE>
MILLENNIUM FUNDS, INC.
THE MILLENNIUM GROWTH FUND
THE MILLENNIUM GROWTH & INCOME FUND
400 MONTGOMERY STREET, SUITE 800
SAN FRANCISCO, CALIFORNIA 94104
-------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on Wednesday, June 28, 2000
The Annual Meeting of Shareholders of Millennium Funds, Inc. (the "Company"),
will be held at the principal office of the Company at 400 Montgomery Street,
Suite 800, San Francisco, California 94104 at 9:30 a.m. (pacific time) on
Wednesday, June 28, 2000, for the following purposes:
1. To elect four Directors to serve until their successors are duly
elected and qualified;
2. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the Funds' independent auditors
for the year ending June 30, 2000;
3. To transact such other business as may properly come before the
Annual Meeting of Shareholders or any adjournments thereof.
The close of business on May 24, 2000 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting of Shareholders and at any adjournment thereof.
YOUR ATTENTION IS CALLED TO THE ACCOMPANYING PROXY STATEMENT AND
PROXY CARD. SHAREHOLDERS ARE ENCOURAGED TO CAREFULLY READ THE PROXY STATEMENT
AND VOTE PROMPTLY BY EXECUTING AND RETURNING THE PROXY CARD IN THE ENCLOSED
ENVELOPE. YOUR VOTE IS IMPORTANT FOR THE PURPOSE OF ENSURING A QUORUM AT THE
ANNUAL MEETING OF SHAREHOLDERS. YOUR PROXY MAY BE REVOKED AT ANY TIME BEFORE IT
IS EXERCISED BY THE SUBSEQUENT EXECUTION AND SUBMISSION OF A REVISED PROXY, BY
GIVING WRITTEN NOTICE OF REVOCATION TO THE COMPANY AT ANY TIME BEFORE THE PROXY
IS EXERCISED OR BY VOTING IN PERSON AT THE ANNUAL MEETING OF SHAREHOLDERS.
By Order of the Board of Directors
Robert A. Dowlett, President
Dated: June 5, 2000
4
<PAGE>
MILLENNIUM FUNDS, INC.
THE MILLENNIUM GROWTH FUND
THE MILLENNIUM GROWTH & INCOME FUND
400 Montgomery Street, Suite 800
SAN FRANCISCO, CALIFORNIA 94104
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 28, 2000
--------------------------------------
GENERAL INFORMATION
The Board of Directors of Millennium Funds, Inc. (the "Company") is soliciting
the proxies of the holders of common stock ("Common Stock") of the Company's
series, The Millennium Growth Fund and The Millennium Growth & Income Fund (each
a "Fund" and collectively the "Funds"), for use at the Annual Meeting of
Shareholders (the "Meeting") to be held at the principal offices of the Company
at 400 Montgomery Street, Suite 800, San Francisco, California 94104, on
Wednesday, June 28, 2000, at 9:30 a.m., pacific time, and at any and all
adjournments thereof. A form of proxy is enclosed herewith. The Proxy Statement
and the form of proxy were first sent to shareholders of the Funds on or about
June 5, 2000.
The election of the nominees for Director and the ratification of the selection
of independent auditors require the affirmative vote of a simple majority of
shares represented at the Meeting either in person or by proxy, assuming a
quorum is present. Shareholders of each Fund whose shares of Common Stock are
held by nominees, such as brokers, can vote their proxies by contacting their
respective nominee. In addition to the solicitation of proxies by mail,
Directors, officers and regular employees of the Company and employees of
Millennium Capital Advisors, Inc., 400 Montgomery Street, Suite 800, San
Francisco, California 94104 ("Millennium Capital" or the "Adviser"), without
additional compensation, may solicit proxies in person or by telephone,
telegraph, facsimile, or oral communication. The cost of soliciting the proxies
will be borne by the Company. The Company will, upon request, bear the
reasonable expenses of brokers, banks and their nominees who are holders of
record of the Company's Common Stock on the record date, incurred in mailing
copies of this Notice of Meeting and Proxy Statement and the enclosed form of
proxy to the beneficial owners of the Company's Common Stock.
The persons named in the accompanying proxy will vote as directed by the proxy,
but in the absence of voting directions in any proxy that is signed and
returned, they intend to vote FOR each of the proposals and may vote in their
discretion with respect to other matters not now known to the Directors of the
Company that may be presented at the Meeting.
A shareholder may revoke the accompanying proxy at any time prior to its use by
delivering to the Secretary of the Company a written revocation or duly executed
proxy bearing a later date. In addition, any shareholder who attends the Meeting
in person may vote by ballot at the Meeting, thereby canceling any proxy
previously given.
The Company issues one class of Common Stock in two series: The Millennium
Growth Fund and The Millennium Growth & Income Fund. Only holders of issued and
outstanding shares of the Company's Common Stock of record at the close of
business on May 24, 2000 are entitled to notice of, and to vote at, the Meeting.
Each such holder is entitled to one vote per share of Common Stock so held. The
number of shares of Common Stock of the Company outstanding on May 24, 2000 was
2,076,601 which represents 1,136,836 shares of Common Stock of The Millennium
5
<PAGE>
Growth Fund and 939,765 shares of Common Stock of The Millennium Growth & Income
Fund. The total net assets of The Millennium Growth Fund and The Millennium
Growth & Income Fund on the record date was $15,916,495 and $11,309,229,
respectively.
REPORTS TO SHAREHOLDERS
Copies of the Company's annual report are available free of charge to any
shareholder. Reports may be ordered by writing the Company c/o American Data
Services, Inc., The Hauppauge Corporate Center, 150 Motor Parkway, Hauppauge,
New York 11788-0132 or calling 1 (800) 535-9169.
INVESTMENT ADVISER
Millennium Capital Advisors, Inc., 400 Montgomery Street, Suite 800, San
Francisco, CA 94104, is a registered investment adviser with the Securities and
Exchange Commission. The Adviser was organized under the laws of the State of
California in 1995. Acting through its advisory affiliate, Ridgeway Helms
Securities Corporation ("RHSC"), the Adviser has provided brokerage and asset
management services to individuals and institutional investors since July 1995.
Millennium Capital provides each Fund with investment management and financial
advisory services, including the purchase and sale of securities in each Fund's
portfolio subject at all times to the policies set forth by the Board of
Directors. Millennium Capital supervises all aspects of the Fund's investment
operations.
Robert A. Dowlett owns 100% of, and controls, the Adviser. Mr. Dowlett acts as
portfolio manager to the Funds and for private accounts and provides brokerage
services for individuals and institutions through RHSC. Mr. Dowlett is the only
director or officer of the Company that is employed by the Adviser or RHSC.
DISTRIBUTOR
Ridgeway Helms Securities Corporation ("the Distributor"), 400 Montgomery
Street, Suite 800, San Francisco, California 94104, is the distributor of the
Company's shares of Common Stock and is a registered broker-dealer and a member
of the National Association of Securities Dealers, Inc. The Distributor is
controlled by Robert A. Dowlett. The Distributor acts as the agent of the
Company in connection with the offering of shares of the Funds and continually
distributes shares of the Funds on a best efforts basis. The Distributor has no
obligation to sell any specific quantity of Fund shares. The Distributor
receives no compensation for its distribution services.
ADMINISTRATOR
American Data Services, Inc. ("ADS"), The Hauppauge Corporate Center, 150 Motor
Parkway, Hauppauge, New York 11788, provides all administrative services
necessary for the Funds, subject to the supervision of the Board of Directors.
ADS currently provides administrative, fund accounting and stock transfer
services to retail and institutional mutual funds with approximately $6 billion
of total assets through its offices in New York, Denver, and Los Angeles.
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<PAGE>
INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS
The following table sets forth the beneficial ownership of shares of The
Millenium Growth Fund, at May 24, 2000, by each person known to the Fund to be
deemed the beneficial owner of more than 5% of the outstanding shares of such
Fund:
THE MILLENIUM GROWTH FUND
-------------------------
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK % OF FUND'S OUTSTANDING
BENEFICIALLY OWNED, SHARES BENEFICIALLY OWNED,
DIRECTLY OR INDIRECTLY, DIRECTLY OR INDIRECTLY,
NAME AND ADDRESS OF BENEFICIAL OWNER ON MAY 24, 2000 ON MAY 24, 2000
------------------------------------------- ----------------------- ----------------------------
<S> <C> <C>
Hines
c/o Bear Stearns Securities Corp.
1 Metrotech Center North
Brooklyn, New York 11201-3859 78,952 6.95%
Nagao
c/o Bear Stearns Securities Corp.
1 Metrotech Center North
Brooklyn, New York 11201-3859 117,575 10.35%
</TABLE>
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<PAGE>
THE MILLENIUM GROWTH & INCOME FUND
----------------------------------
The following table sets forth the beneficial ownership of shares of The
Millenium Growth & Income Fund, at May 24, 2000, by each person known to the
Fund to be deemed the beneficial owner of more than 5% of the outstanding shares
of such Fund:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK % OF FUND'S OUTSTANDING
BENEFICIALLY OWNED, SHARES BENEFICIALLY OWNED,
DIRECTLY OR INDIRECTLY, DIRECTLY OR INDIRECTLY,
NAME AND ADDRESS OF BENEFICIAL OWNER ON MAY 24, 2000 ON MAY 24, 2000
------------------------------------------------ ------------------------ ----------------------------
<S> <C> <C>
Middlemist
c/o Bear Stearns Securities Corp.
1 Metrotech Center North
Brooklyn, New York 11201-3859 107,294 11.41%
Nagao
c/o Bear Stearns Securities Corp.
1 Metrotech Center North
Brooklyn, New York 11201-3859 91,961 28.64%
Mortarotti
c/o Bear Stearns Securities Corp.
1 Metrotech Center North
Brooklyn, New York 11201-3859 109,594 11.66%
Mortarotti
c/o Bear Stearns Securities Corp.
1 Metrotech Center North
Brooklyn, New York 11201-3859 114,122 12.14%
</TABLE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At its May 16, 2000 regular meeting, the Board of Directors of the Company voted
to recommend the four nominees named herein for election by the shareholders. If
elected, each nominee has consented to serve as a Director of the Company until
their successors are duly elected and qualified. In the event that any of the
nominees should become unavailable for election for any presently unforeseen
reason, the persons named in the form of proxy will vote for any nominee who
shall be designated by the present Board of Directors. Directors shall be
elected by a plurality of the shares voting at the Meeting.
Messrs. Dowlett and Hopper are currently Directors, having been elected to the
Board of Directors by the sole shareholder of the Company in 1998. Messrs.
Mortarotti and Pierce were nominated by the Board at its May 16, 2000 meeting,
during which the Board also accepted the resignation of Mr. Peter Oberto as a
Director of the Board.
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<PAGE>
The information set forth below as to the names, ages and principal occupations
of each nominee, and the number of shares of Common Stock of the Company
beneficially owned by them, directly or indirectly, and the name of the Fund or
Funds in which they are invested:
<TABLE>
<CAPTION>
NOMINEES
NUMBER AND PERCENTAGE
(IF OVER 1%) OF SHARES OF
COMMON STOCK
PRINCIPAL OCCUPATION BENEFICIALLY OWNED AS
NAME AND ADDRESS AGE DURING PAST FIVE YEARS OF THE RECORD DATE
---------------- --- ---------------------- ------------------
<S> <C> <C> <C> <C>
*Robert A. Dowlett 32 President, Millennium Capital Advisors, Inc. G: 18,797 - 1.65%
400 Montgomery Street G&I: 96
San Francisco, CA 94104
D. Ian Hopper 40 Chief Software Architect, Northern Telecom G: 7,285
930 East Evelyn Avenue since 1982. G&I: 43,740 - 4.65%
Sunnyvale, CA 94086
+ Mark T. Mortarotti 45 Support Engineer, Hewlett Packard Co. G: 1,917
7409 Rollingdell Drive G&I: 357
Cupertino, CA 95014
+ Glenn Pierce 48 Quality Consultant and Order Administrative G: 14,340 - 1.26%
315 Zephyr Ranch Drive Manager, Hewlett Packard Co. G&I: 0
Sacramento, CA 95831
<FN>
------------------------------
*May be deemed an "Interested Person" of the Fund, as defined in the Investment
Company Act of 1940, as amended.
+Recommended by the Board of Directors at a meeting held on May 16, 2000 as a
nominee for election to the Board of Directors.
</FN>
</TABLE>
AUDIT COMMITTEE
The Board has an Audit Committee whose function is to meet with the independent
auditors of the Funds in order to review the scope of each Fund's audit, each
Fund's financial statements and interim accounting controls, and to meet with
Fund management concerning these matters, among other things. This Committee
currently consists of all of the Independent Directors (D. Ian Hopper, Mark T.
Mortarotti and Glenn Pierce). The Fund's Audit Committee will serve as the
Nominating or Compensation committee to the extent necessary. During the
Company's fiscal year ended June 30, 1999, the Board held four (4) Board of
Directors meetings and one (1) Audit Committee meetings. Each of the then
Directors attended at least seventy-five (75%) percent of the total meetings
held during such fiscal year.
REMUNERATION OF BOARD MEMBERS AND OFFICERS
Each Fund pays each Director who is not an "interested person" as defined in the
1940 Act, on a pro rata basis, an annual Director's fee of $1,000 and a meeting
fee of $100 for each meeting attended, together with such Director's actual
out-of-pocket expenses related to his attendance at such meetings. The Funds do
not compensate "interested persons" who serve on the Board of Directors or as
officers of the Funds are not paid compensation by the Funds for their work as
officers.
9
<PAGE>
For the fiscal year ended June 30, 1999, the Directors listed below received the
following compensation:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30, 1999
COMPENSATION TABLE
-------------------------------- ----------------------- ----------------------- ------------------------ -----------------------
(1) (2) (3) (4) (5)
-------------------------------- ----------------------- ----------------------- ------------------------ -------------------------
PENSION OR RETIREMENT TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION BENEFITS ACCRUED AS ESTIMATED ANNUAL COMPANY AND FUND COMPLEX
NAME OF PERSON, POSITION FROM FUNDS PART OF FUND EXPENSES BENEFITS UPON RETIREMENT PAID TO DIRECTORS**
-------------------------------- ----------------------- ----------------------- ------------------------ -------------------------
<S> <C> <C> <C> <C>
Robert A. Dowlett*
Director None None None None
-------------------------------- ----------------------- ----------------------- ------------------------ -------------------------
D. Ian Hopper
Director $1,400 None None $1,400
-------------------------------- ----------------------- ----------------------- ------------------------ -------------------------
Mark Mortarotti***
Director $0 None None $0
-------------------------------- ----------------------- ----------------------- ------------------------ -------------------------
Glenn Pierce***
Director $0 None None $0
-------------------------------- ----------------------- ----------------------- ------------------------ -------------------------
<FN>
* Interested Director
** The Funds sponsored by the Company are the only funds in the Fund Complex.
The executive officers of the Fund are: Robert A. Dowlett (President) and
Michael Miola (Secretary).
***Recommended by the Board of Directors at a meeting held on May 16, 2000 as a
nominee for election to the Board of Directors.
</FN>
</TABLE>
REQUIRED VOTE AND RECOMMENDATION
The affirmative vote of the holders of a simple majority of the
shares of the Company represented at the Meeting assuming a quorum is present,
is required to approve the election of the nominees for Director.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS OF EACH
SERIES OF THE COMPANY VOTE FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR
10
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PROPOSAL 2
TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS
At its regular meeting of the Board held on May 16, 2000, the Board, including a
majority of Directors who are not "interested persons" as defined in the 1940
Act, as well as the Directors who were members of the Audit Committee, selected
the accounting firm of PricewaterhouseCoopers LLP to act as the independent
auditors of each series of the Company for the fiscal year ending June 30, 2000.
The investment company accounting/auditing practice of McGladry & Pullen LLP,
which has served as independent auditors for the Company with respect to its
financial statements since the inception of the Funds in 1998, was merged into
PricewaterhouseCoopers in 1999. Thus, the Board's recommendation to ratify its
selection of PricewaterhouseCoopers LLP as the independent auditors for each
series of the Company is based on its election to retain the professional staff
which has served the Company as independent auditors since the Company's
inception.
Based upon a recommendation from the Adviser, the Directors deemed it
appropriate at the organizational meeting to select McGladry & Pullen LLP as
independent auditors. The Board selected McGladry & Pullen LLP after considering
that firm's experience as independent auditors to various investment companies
throughout the United States.
During the Company's most recent fiscal year and prior to the merger of the
investment company accounting/auditing practice of McGladry & Pullen LLP into
PricewaterhouseCoopers LLP, there were no disagreements with McGladry & Pullen
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of that firm, would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its report. McGladry &
Pullen LLP are independent auditors and have no direct financial or material
indirect financial interest in either Fund sponsored by the Company.
Representatives of PricewaterhouseCoopers LLP are not expected to be at the
Meeting but have been given the opportunity to make a statement if they wish,
and will be available should any matter arise requiring their presence.
The Board's selection is submitted to the shareholders for ratification.
REQUIRED VOTE AND RECOMMENDATION
The affirmative vote of the holders of a simple majority of the
shares of the Company represented at the Meeting, assuming a quorum is present,
is required for the ratification of the selection of independent auditors.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS OF EACH
SERIES OF THE COMPANY VOTE FOR THE RATIFICATION OF THE BOARD'S SELECTION OF
PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE INDEPENDENT AUDITORS FOR THE FUND
FOR THE YEAR ENDING JUNE 30, 2000.
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OTHER MATTERS TO COME BEFORE THE MEETING
The Company's management does not know of any matters to be presented at the
Meeting other than those described in this Proxy Statement. If other business
should properly come before the Meeting, the proxy holders will vote thereon in
accordance with their best judgment.
MISCELLANEOUS
All shares represented by proxies sent to the Company to be voted at the Annual
Meeting will be voted if received prior to the Meeting. Votes shall be tabulated
by the transfer agent. Abstentions do not constitute a vote "FOR" or "AGAINST" a
matter and will be disregarded in determining votes cast on an issue. Broker
"non-votes" (i.e., proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owner or other persons
entitled to vote the shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated the same as
abstentions.
QUORUM. A quorum is constituted with respect to each Fund by the presence in
person or by proxy of the holders of more than 50% of the outstanding shares of
each Fund entitled to vote at the Meeting. For purposes of determining the
presence of 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 owners 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 at the Meeting but which have not been voted.
In the event that a quorum is not present at the Meeting, or in the event that a
quorum is present at the Meeting but sufficient votes to approve any or all of
the proposals are not received, the persons named as proxies, or their
substitutes, may propose one or more adjournments of the Meeting to permit the
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares affected by the adjournment that
are represented at the Meeting in person or by proxy.
The vote required for passage of each of the proposals listed herein and for the
election of the Directors is listed at the end of each section describing said
proposal or election.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED, PROMPT
EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
By Order of the Board of Directors
Robert A. Dowlett, President
June 5, 2000
400 Montgomery Street, Suite 800
San Francisco, California 94104
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MILLENNIUM FUNDS, INC.
----------------------
The undersigned stockholder of Millennium Funds, Inc. (the "Company")
by virtue of his or her shareholdings of Common Stock of The Millennium Growth
Fund and/or The Millennium Growth & Income Fund (each a "Fund" and collectively
the "Funds") hereby constitutes and appoints Robert A. Dowlett and Michael
Miola, or any of them, the action of a majority of them voting to be
controlling, as proxy of the undersigned, with full power of substitution, to
vote all shares of Common Stock of the Funds standing in his or her name on the
books of the Company at the Annual Meeting of Shareholders (the "Meeting") to be
held at the principal offices of the Company at 400 Montgomery Street, Suite
800, San Francisco, California 94104, on Wednesday, June 28, 2000, at 9:30 a.m.,
pacific time, or at any adjournment thereof, with all the powers which the
undersigned would possess if personally present, as designated on the reverse
hereof:
The undersigned hereby instructs the said proxies to vote in
accordance with the aforementioned instructions with respect to (a) the election
of four Directors, and (b) the ratification of the selection by the Board of
Directors of the Funds' independent auditors. If no such specification is made,
the undersigned will vote (i) FOR the election of the four Directors nominated
by the Company, (ii) FOR the ratification of the selection by the Board of
Directors of the Fund's independent accountants, and (iii) in their discretion
with respect to such other matters as may properly come before the Meeting.
--------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF MILLENNIUM FUNDS, INC.'S BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
June 28, 2000
(To be dated and signed on reverse side)
13
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Please mark boxes / / or /X/ in blue or black ink.
PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE:
--------
X
---------
1. Election of Four Directors: FOR WITHHELD
[ ] [ ]
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):
________________________
Nominees: Robert A. Dowlett, D. Ian Hopper, Mark T. Mortarotti,
Glenn Pierce
IN THEIR DISCRETION FOR ANY PERSON IN THE EVENT AN ABOVE-NAMED
NOMINEE IS UNABLE TO SERVE AS A DIRECTOR.
2. Ratification of the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the Funds' independent auditors for the year
ending June 30, 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion to act upon such other matters as may properly come
before the Annual Meeting or any adjournment thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE STOCKHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN
FAVOR OF THE PROPOSALS.
Your proxy is important to assure a quorum at the Annual Meeting whether or not
you plan to attend the Annual Meeting in person. You may revoke this proxy at
anytime, and the giving of it will not effect your right to attend the Annual
Meeting and vote in person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE(S)____________________________ DATE___________________
NOTE: Please sign exactly as name appears. When shares are held as joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer and if a
partnership, please sign in full partnership name by authorized person.
