As filed with the Securities and Exchange Commission on October 20, 1999
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
/x/ Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SENTINEL GROUP FUNDS, INC.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(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.):
- ------------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
<PAGE>
SENTINEL U.S. TREASURY MONEY MARKET FUND
of
SENTINEL GROUP FUNDS, INC.
National Life Drive
Montpelier, Vermont 05604
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held November 30, 1999
To Shareholders of Sentinel U.S. Treasury Money Market Fund of Sentinel Group
Funds, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Sentinel
U.S. Treasury Money Market Fund (the "Fund") of Sentinel Group Funds, Inc.
will be held at the offices of National Life Insurance Company, National Life
Drive, Montpelier, Vermont, on Thursday, November 30, 1999 at 10:00 a.m., to
take action upon the following matters:
1. To consider and act upon a proposal to amend the Fund's fundamental
investment policy to permit the Fund to invest up to 25% of its
total assets in repurchase agreements with respect to U.S. Treasury
securities;
2. To consider and act upon a proposal to amend the Fund's fundamental
investment policies to permit the Fund to invest up to 10% of its
total assets in shares of institutional money market funds which
invest primarily in U.S. Treasury securities; and
3. The transaction of such other business as may properly come before
the meeting.
All shareholders of record at the close of business on October 1, 1999,
are entitled to notice of and to vote at this meeting or any adjournment
thereof. If by reason of having two or more accounts you receive more than one
proxy card, please sign and return each one.
By order of the Board of Directors
D. Russell Morgan
Secretary
Montpelier, Vermont
October 25, 1999
IF YOU CANNOT ATTEND THE MEETING, PLEASE MARK,
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY PROMPTLY. THIS WILL
SAVE THE EXPENSE OF ADDITIONAL SOLICITATIONS. YOUR VOTE IS IMPORTANT!
<PAGE>
SENTINEL U.S. TREASURY MONEY MARKET FUND
of
SENTINEL GROUP FUNDS, INC.
National Life Drive
Montpelier, Vermont 05604
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
November 30, 1999
This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Sentinel Group Funds,
Inc. (the "Company") with respect to Sentinel U.S. Treasury Money Market Fund
(the "Fund"), a series of the Company (whose address is National Life Drive,
Montpelier, Vermont 05604), for use at a Special Meeting of Shareholders of
the Fund to be held at the offices of National Life Insurance Company,
National Life Drive, Montpelier, Vermont, on Thursday, November 30, 1999 at
10:00 a.m., and at any adjournments thereof. This proxy statement and the
enclosed proxy are being mailed to shareholders on or about October 25, 1999.
Shareholders of record of the Fund at the close of business on October 1, 1999
will be entitled to be present and to vote at the meeting. As of that date
there were 111,631,251.10 Class A shares and 5,302,630.22 Class B shares of
the Company's shares allocated to the Fund issued and outstanding.
Whether or not you are able to attend the meeting, your proxy vote is
important. Under the Company's charter, holders of shares of the Fund are
entitled to one vote for each dollar of net asset value per share of the Fund.
Since the Fund seeks to maintain a net asset value of $1.00 per share, this
should result in each share of the Fund having one vote at this meeting. A
quorum is present if the holders of at least a majority of the votes entitled
to be cast are represented at the meeting, either in person or by proxy. If a
quorum is not present, no action will be taken and the meeting will be
adjourned until such time as a quorum is present. The affirmative vote of a
majority of the outstanding voting securities of the Fund is required to
approve the proposals to be presented at the meeting. A majority of the
outstanding voting securities of the Fund is defined as the lesser of (a) 67%
or more of the votes present at the meeting, if more than 50% of the
outstanding votes are present or represented by proxy or (b) more than 50% of
the outstanding votes, whichever is less. We therefore urge you to mark, date,
sign, and mail your proxy promptly, to make certain that your shares are
represented and will be voted at the meeting. In order to avoid additional
expense of further solicitation, we ask your cooperation in returning your
proxy promptly.
Unless otherwise specified, proxies will be voted "FOR" the proposals set
forth in the Notice of Special Meeting of Shareholders preceding this proxy
statement. In each case where the shareholder has appropriately specified how
the proxy is to be voted, it will be voted in accordance with the
specification so made. Proxies which are returned but which are marked
"abstain" or on which a broker-dealer has declined to vote on the proposal
("broker non-votes") will be counted as present for the purposes of a quorum.
However, abstentions and broker non-votes will not be counted as votes cast.
Abstentions and broker non-votes will have the same effect as a vote against
the proposals. Any shareholder has the power to revoke his or her proxy at any
time before it is voted by attending the meeting and voting in person or by
filing with the Secretary of the Company either an instrument revoking the
proxy or another duly executed proxy bearing a later date, at any time before
the meeting.
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company, and the cost of solicitation will be borne by the
Fund. In addition, proxies may be solicited by additional mailings, telephone
and telegraph, facsimile or personally by officers and employees of the
Company, Sentinel Advisors Company ("SAC"), the Company's investment advisor,
Sentinel Financial Services Company ("SFSC"), the Company's principal
underwriter, Sentinel Administrative Service Company ("SASC"), the Company's
administrative service provider, or other agents retained by the Company. It
is anticipated that the cost of such supplementary solicitation, if any, will
be nominal. The principal offices of each of SAC, SFSC, and SASC is National
Life Drive, Montpelier, Vermont 05604.
APPROVAL OF CHANGES IN THE
FUND'S INVESTMENT POLICY
The Fund's investment policy governs generally the operations of the Fund
and may not be changed without a vote of a majority of the outstanding shares
of the Fund.
Information About the Fund
The Fund currently invests solely in short-term direct obligations of the
U.S. Treasury. It does so in order to minimize the risk of investment loss.
Another result of the current investment policy is that the Fund's dividends
of net investment income are generally exempt from state income taxes in those
states which impose personal income taxes. Dividends from the Fund are,
however, subject to Federal income tax.
The Fund is a "money market" fund, which seeks to maintain a net asset
value of $1.00 per share. The Fund will continue to operate as a "money
market" fund, and will continue to seek to maintain a net asset value of $1.00
per share, even if the proposed changes in its fundamental investment policy
described below are approved by the shareholders at the meeting .
Proposed Changes in the Fund's Investment Policy
Proposals. The Fund proposes to make two changes to its fundamental
investment policy. The first proposed change is that in addition to being able
to invest in short-term direct obligations of the U.S. Treasury, the Fund
would be able to invest up to 25% of its total assets in repurchase agreements
with respect to U.S. Treasury securities. The second proposed change is that
the Fund also would be able to invest, within the limits provided in the
Investment Company Act of 1940 (the "1940 Act"), in shares of other money
market mutual funds which are available primarily to institutional investors
and which invest primarily in short-term obligations of the U.S. Treasury and
other agencies and instrumentalities of the U.S. government, and repurchase
agreements with respect to such securities.
Repurchase Agreements. Under a repurchase agreement, the Fund purchases
securities issued by the U.S. Treasury, and simultaneously agrees to resell
these bonds, notes or bills to a counterparty at a prearranged time and
specific price. In the case of repurchase agreements the Fund would invest in,
the duration of the repurchase agreement would not be more than seven days.
The Fund will only deal with counterparties who are major brokerage firms or
banks, as to which SAC believes the risk of default is minimal. If a
counterparty defaults on its repurchase obligation, the Fund holds the U.S.
Treasury securities that were the subject of the repurchase agreement and may
sell them to another party, but it could suffer a loss if the proceeds from a
sale of the securities turn out to be less than the repurchase price stated in
the repurchase agreement. If the counterparty becomes insolvent or goes
bankrupt, the Fund may be delayed in selling the securities that were subject
to the repurchase agreement.
Each of the Company's other Funds is currently authorized to invest in
repurchase agreements, including the Sentinel Government Securities Fund, and
the Sentinel Short Maturity Government Fund.
SAC believes that the ability to invest in repurchase agreements will
have two advantages for the Fund. First, at times yields on repurchase
agreements are higher than yields for short-term direct obligations of the
U.S. Treasury. As a result, the Fund's yield may be higher at times than if
repurchase agreements were not available investments for the Fund. Second,
repurchase agreements can be arranged which will mature on the exact days
chosen by the Fund, which can help the Fund effectively manage its liquidity
needs (such as purchasing new securities and satisfying shareholder redemption
requests). Direct U.S. Treasury bills which mature on a specific day may not
have been issued by the U.S. Treasury and may not be available to the Fund. To
the extent that the Fund can reduce the cash balances it maintains as a result
of having more precise control of the maturity dates of its investments, this
also may result in the Fund experiencing a higher yield.
The primary disadvantage of repurchase agreements is that, as described
above, there is a risk of loss if the counterparty defaults on the repurchase
agreement. If yields on repurchase agreements are lower than yields for
short-term obligations of the U.S. Treasury, the Fund's yield may be lower
than if the Fund did not invest in repurchase agreements. Additionally, Fund
dividends attributable to interest earned on repurchase agreements generally
will not be exempt from state personal income taxes. SAC believes that the
risk of loss from the repurchase agreements in which the Fund will invest is,
as a practical matter, minimal. The loss of the state personal income tax
exemption should only apply in proportion to the amount of the Fund's net
investment income derived from the repurchase agreements. Since the Fund will
not invest more than 25% of its assets in repurchase agreements, the majority
of the Fund's net investment income would still be derived from short-term
U.S. Treasury bills. Thus, it is likely that the Fund's income dividends would
still be largely exempt from state personal income taxes. SAC therefore
believes that the advantages to the Fund and its shareholders of investing in
repurchase agreements described in the preceding paragraph outweigh these
disadvantages.
Investments in Other Money Market Funds. The other proposed change in the
Fund's fundamental investment policy is that the Fund be permitted to invest
in shares of other money market funds which are available primarily to
institutional investors and which invest primarily in short-term obligations
of the U.S. Treasury and other agencies and instrumentalities of the U.S.
government, and repurchase agreements with respect to such securities. The
main advantage to the Fund resulting from this change is to provide another
alternative investment which can be easily liquidated on any day. This will
again provide the Fund with greater control of its daily cash flows, and will
permit the Fund to operate with lower cash balances and invest a greater
portion of its assets in U.S. Treasury securities. At times this may allow the
Fund to achieve a higher yield.
The other money market funds in which the Fund will invest have separate
operating expenses (including the payment of advisory fees) from those
currently paid by the Fund. These additional fees will increase the total fees
and expenses being incurred by shareholders with respect to the Fund. However,
SAC expects to invest only in other money market funds which sell shares only
in large sums to large institutional investors. These funds tend to have
relatively low expenses in relation to their assets. SAC also will evaluate
potential investments in these other money market funds on the basis of these
funds' yields after taking expenses into account. SAC expects to make
investments in these other money market funds only at times when their net
yields are, in SAC's judgment, favorable in relation to yields on alternative
investments which meet the Fund's liquidity requirements.
The Fund may invest in these institutional money market funds only to the
extent provided in section 12(d)(1)(A) of the 1940 Act. This law presently
provides the following restrictions:
(a) The Fund's investment may not be more than 3% of the shares of the
institutional money market fund in which the Fund is investing;
(b) The Fund may not invest more than 5% of the Fund's total assets in
any one such institutional money market fund; and
(c) The Fund may not invest more than an aggregate of 10% of its total
assets in all such institutional money market funds in which the Fund
invests.
SAC believes that investment in institutional money market funds will not
materially increase the risk to shareholders of investing in the Fund.
Dividends attributable to income received by the Fund from its investment in
other money market funds may not be exempt from state income tax. However,
because the Fund may only invest up to 10% of its assets in such funds, SAC
believes that such investments by the Fund will not materially decrease the
extent to which the Fund's dividends are exempt from state personal income
taxes. If the Fund were to fully utilize the maximum investment in repurchase
agreements of 25% of assets and the maximum investment of 10% of assets in
other money market funds for a sustained period of time during a year, the
overall impact could be that a significant portion of the Fund's income would
be subject to state income taxes. SAC expects that it would make these
investments only if, in its judgment, the benefits of these investments in
additional yield and liquidity outweigh this state income tax impact.
Board of Directors Approval. On August 20, 1999, the Company's Board of
Directors approved the proposed changes in the Fund's fundamental investment
policy, to become effective if these changes in investment policy are approved
by the Fund's shareholders. The Company's Board of Directors hereby recommends
that the Fund's shareholders approve the proposed changes in investment
policy. The Board of Directors' recommendation is predominantly based on its
belief that the potential for increased yield and investment management
flexibility outweigh any increase in the risk level of the Fund and reduction
in state personal income tax exemption that will result from the changes.
In the event that the proposed changes in the Fund's investment policy
are not approved by shareholders at the Meeting, the Fund will continue to
operate under its current fundamental investment policy, which requires that
it invest solely in short-term direct obligations of the U.S. Treasury.
---------------------------------
The following resolutions will be submitted to shareholders at the
Special Meeting of Shareholders. The affirmative vote of a majority of the
Fund's outstanding shares (Class A shares and Class B shares voting together
as a single class) is required to adopt each resolution. Each proposal
requires the separate approval of the outstanding shareholders of the Fund.
The approval of either proposal is not in any way contingent on the approval
of the other proposal.
RESOLVED, that the Sentinel U.S. Treasury Money Market Fund
change its fundamental investment policy to permit, in addition to
investments in short-term direct obligations of the U.S. Treasury,
the Fund to invest up to 25% of its total assets in repurchase
agreements with durations of seven days or less, and only where the
collateral securities are U.S. government securities.
RESOLVED, that the Sentinel U.S. Treasury Money Market Fund
change its fundamental investment policy to permit, in addition to
investments in short-term direct obligations of the U.S. Treasury,
within the limits contained in section 12(d)(1)(A) of the Investment
Company Act of 1940, as amended, the Fund to invest in shares of
money market mutual funds marketed primarily to institutional
investors which invest primarily in short-term direct obligations of
the U.S Treasury and U.S. government agencies and instrumentalities,
and repurchase agreements with respect to such securities.
The Board of Directors recommends that the Fund's shareholders approve
the proposed changes in investment policy of the Sentinel U.S. Treasury Money
Market Fund.
Significant Shareholders
To the knowledge of the management of the Fund, the persons listed below
are the only beneficial owners of more than 5% of the Fund's outstanding
shares.
<TABLE>
<CAPTION>
Shares Beneficially Owned
-------------------------
Class A Shares Class B Shares Total
----------------------- ----------------------- -----------------------
Number of % of Number of % of Number of % of
Shareholder Shares Class Shares Class Shares Total
- ------------------------- ------------- ------ ---------- ----- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
National Life Insurance
Company* 31,946,681.05 28.6% 195,597.54 3.6% 32,142,278.59 27.4%
</TABLE>
* The Fund has been informed by National Life Insurance Company ("NLIC") that
such 31,946,681.05 Class A shares of the Fund and such 195,597.54 Class B
shares of the Fund includes the beneficial ownership of 24,585,562.06 Class
A shares (or 22% of Class A shares) of the Fund and 195,582.77 Class B
shares (or 3.6% of Class B shares) of the Fund (or 21.1% of the Fund's
total shares) held by American Guaranty & Trust Company ("AG&T"), a
Delaware trust company. AG&T is an affiliate of NLIC, and has voting
discretion over shares held in trusts of which the beneficiaries are
individual trust clients of AG&T. NLIC and its affiliates have sole voting
and investment power over the remaining shares. NLIC's address is National
Life Drive, Montpelier, Vermont 05604, and AG&T's address is 220
Continental Drive, Newark, Delaware 19713. The Company anticipates that
NLIC and its affiliates, including AG&T, will vote their shares in favor of
the proposals at the meeting. NLIC is the ultimate parent of the
controlling general partners of SAC, SFSC and SASC.
The Company is not aware of any other person who owns 5% or more of the
Fund's voting securities. The shareholdings of each individual Director do not
amount to as much as 1% of the outstanding voting securities. Taken as a
group, the Directors and executive officers of the Company own 1,832,046.42
Class A shares and no Class B shares of the Company.
Meetings of Shareholders
The Company is not required and does not intend to hold an annual meeting
of shareholders. However, the Company will be required to call special
meetings of shareholders in accordance with the requirements of the 1940 Act,
to seek approval of new management and investment advisory arrangements, of
new distribution arrangements or of a change in the Company's fundamental
policies, objectives or restrictions. The Company also is required to hold a
special shareholder meeting to elect new Directors at such time as less than
two-thirds of the Directors holding office have been elected by shareholders.
In addition, the Company's By-laws require that, in general, a special meeting
of shareholders be held upon the written request of the holders of 20% of the
votes entitled to be cast at such meeting, and the 1940 Act requires that a
special meeting of shareholders be held upon the written request of the
holders of 10% of the votes entitled to be cast for the purpose of removing a
Director.
Any shareholder wishing to submit a proposal to be considered at the
Company's next meeting of shareholders must submit such proposal a reasonable
time before the solicitation of proxies in respect of such meeting is made.
The mere submission of a proposal will not guarantee that such proposal will
be presented at the meeting because, in order to be so presented, a proposal
must meet certain requirements of the Federal securities laws.
Annual Report Delivery
The Company will furnish, without charge, a copy of the Fund's Annual
Report for the year ended November 30, 1998, and a copy of the Fund's
Semi-Annual Report for the six months ended May 31,1999, to any shareholder
upon request. Shareholders may request such documents by writing to D. Russell
Morgan, Secretary, Sentinel Group Funds, Inc., National Life Drive,
Montpelier, Vermont 05604, or by calling SASC at 1-800-282-3863.
Other Business
The only matters of which the management of the Company is aware that
are to be presented for action at the Meeting are those outlined herein.
Should any other matters requiring a vote of shareholders or relating to the
conduct of the Meeting arise, those who shall act as proxies will vote
according to their best judgment.
By order of the Board of Directors
D. Russell Morgan
Secretary
October 25, 1999
<PAGE>
(LOGO) Sentinel Funds
Integrity Since 1934
Registration Line 1 ........ Account Number: xxxxxxxxxx
Registration Line 2 ........
Registration Line 3 ........ Shares: xxx,xxx.xxx
Registration Line 4 ........
Registration Line 5 ........
Registration Line 6 ........
Registration Line 7 ........
By signing and dating the lower portion of this card, you authorize the
proxies to vote the proposals as marked, or if not marked, to vote "for" the
proposals and to use their discretion to vote any other matter as may properly
come before the meeting. If you do not intend to personally attend the
meeting, please complete, detach and mail the lower portion of this card at
once in the enclosed envelope.
Sentinel U.S. Treasury Money Market Fund
This Proxy is solicited on behalf of the Board of Directors
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted "for" both proposals.
The undersigned hereby appoints Patrick E. Welch, Joseph M. Rob and D. Russell
Morgan as proxies, acting by a majority of those present, each with the power
to appoint his substitute, and hereby authorizes them to represent and to
vote, as designated below, all the shares of Sentinel U.S. Treasury Money
Market Fund held of record by the undersigned on October 1, 1999, at the
special meeting of shareholders to be held on November 30, 1999 or any
adjournment thereof.
<PAGE>
To vote, mark the blocks below as follows [x]
Please detach and return the lower portion only
................................................
Sentinel U.S. Treasury Money Market Fund
Control Code: xxxxxxxxxx Account Number: xxxxxxxxxx Shares: xxx,xxx.xxx
For Against Abstain
/ / / / / / 1) Amend the Fund's investment policy to permit
the Fund to invest up to 25% of its total assets in repurchase agreements with
respect to U.S. Treasury securities.
/ / / / / / 2) Amend the Fund's investment policy to permit
the Fund to invest up to 10% of its total assets in shares of institutional
money market funds which invest primarily in U.S. Treasury securities.
In Their Discretion, The Proxies Are Authorized To Vote Upon Such Other
Business As May Properly Come Before The Meeting.
- ----------------- ----------------------------- --------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
<PAGE>
(LOGO) Sentinel Group Funds, Inc.
October 25, 1999
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Sentinel U.S. Treasury Money Market Fund, which is to be held on Tuesday,
November 30, 1999 at 10:00 a.m., at the home office of National Life Insurance
Company, National Life Drive, Montpelier, Vermont 05604. As described in the
enclosed Proxy Statement, the only business expected to come before the
meeting will be the approval of changes in the Fund's investment policy to
permit limited investments in repurchase agreements with respect to U.S.
Treasury securities and shares of institutional money market funds which
invest primarily in U.S. Treasury securities. While we would like very much to
have you attend the meeting and vote in person, we realize that this may not
be possible.
IF YOU CANNOT ATTEND THE MEETING, IT IS EXTREMELY IMPORTANT THAT YOU COMPLETE,
SIGN, AND RETURN THE ENCLOSED PROXY BALLOT SO THAT YOUR VOTE, BASED ON THE
NUMBER OF SHARES YOU OWN, WILL BE REPRESENTED. BY PROMPTLY RETURNING THE
PROXY, YOU WILL HELP YOUR COMPANY AVOID THE NECESSITY AND CONSIDERABLE EXPENSE
OF SENDING FOLLOW-UP MAILINGS TO OBTAIN THE QUORUM OF SHAREHOLDER VOTES
REQUIRED BY LAW. IN THE EVENT YOU LATER DECIDE TO ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AT THAT TIME AND VOTE YOUR SHARES IN PERSON.
If you desire additional information concerning the matters proposed for
action at the meeting, we would be glad to hear from you. Your proxy ballot is
enclosed, along with a postage-free envelope. I urge you to return it
promptly.
Sincerely,
[Name]
<PAGE>
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0557
TELEPHONE: (212) 839-5300
FACSIMILE: (212) 839-5599
October 20, 1999
VIA ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Division of Investment Management
Re: Sentinel U.S. Treasury Money Market
Fund of Sentinel Group Funds, Inc.
Definitive Proxy Materials
-----------------------------------
Ladies and Gentlemen:
On behalf of Sentinel U.S. Treasury Money Market Fund of Sentinel Group
Funds, Inc. (the "Fund") and pursuant to Rule 14a-6(b) under the Securities
Exchange Act of 1934 (the "Securities Exchange Act"), transmitted herewith is
the Definitive Notice of the 1999 Special Meeting of Stockholders, Letter to
Shareholders, Proxy Statement and Form of Proxy to be used in connection with
the Fund's 1999 Special Meeting of Stockholders to be held on November 30,
1999. It is anticipated that copies of the enclosed definitive proxy materials
will be released to security holders on or about October 25, 1999.
Please direct any communications relating to this filing to the
undersigned at (212) 839-5394.
Very truly yours,
/s/ Robert J. Borzone, Jr.
Enclosures
