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:
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
Stratton Monthly Dividend Shares, 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.:
(3) Filing Party:
(4) Date filed:
<PAGE>
STRATTON MONTHLY DIVIDEND SHARES, INC.
Dear Shareholder:
Enclosed you will find a notice of an upcoming shareholder vote in your
fund. Please take a few minutes to read through all the materials. Your
management is attempting to expand the Fund's selection of investments of
high dividend paying securities.
It is extremely important that you vote your shares by sending the proxy
card back in the enclosed envelope at your earliest convenience.
If you have any questions please call a Fund's service representative at
1-800-634-5726.
Thank you very much for your many years of continued support of Stratton
Monthly Dividend Shares.
Sincerely,
James W. Stratton
Chairman
<PAGE>
STRATTON MONTHLY DIVIDEND SHARES, INC.
______________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
______________
October 15, 1996
To the Shareholders of Stratton Monthly Dividend Shares, Inc. (the
"Fund"):
A Special Meeting of Shareholders of the Fund will be held on
November 29, 1996, at 8:00 a.m. (Eastern Time), at the offices of the Fund,
Plymouth Meeting Executive Campus, 610 W. Germantown Pike, Suite 300,
Plymouth Meeting, Pennsylvania 19462, for the following purposes:
(1) To approve a change to the Fund's policy of investing at
least 25% of its assets in securities of public utility companies engaged
in the production, transmission or distribution of electric, energy, gas,
water or telephone service so that the policy includes securities of Real
Estate Investment Trusts in addition to securities of companies in the
foregoing industries; and
(2) To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.
The proposal referred to above is discussed in the Proxy Statement
attached to this Notice. Shareholders of record at the close of business
on October 2, 1996, have the right to vote at the meeting. WE URGE YOU TO
FILL IN, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IF YOU SIGN, DATE AND RETURN YOUR PROXY CARD
BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED "FOR" THE
PROPOSAL NOTICED ABOVE. IN ORDER TO AVOID THE ADDITIONAL EXPENSES TO THE
FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN COMPLETING AND
RETURNING YOUR PROXY PROMPTLY.
Your Directors unanimously recommend you vote in favor of the
proposal.
Patricia L. Sloan
Secretary<PAGE>
STRATTON MONTHLY DIVIDEND SHARES, INC.
Plymouth Meeting Executive Campus
610 W. Germantown Pike, Suite 300
Plymouth Meeting, Pennsylvania 19462
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Stratton Monthly
Dividend Shares, Inc. (the "Fund") for use at a Special Meeting (the
"Meeting") of shareholders of the Fund to be held at the offices of the
Fund, Plymouth Meeting Executive Campus, 610 W. Germantown Pike, Suite 300,
Plymouth Meeting, Pennsylvania 19462 on November 29, 1996 at 8:00 a.m.
(Eastern Time). It is expected that the solicitation of proxies will be
primarily by mail. The Fund's officers and service contractors may also
solicit proxies by telephone, telegraph, facsimile or personal interview,
and will tabulate proxies. The Fund will bear all proxy solicitation
costs. Shareholder Communications Corp. has been retained to solicit
proxies in connection with the Meeting for a fee not to exceed $7,500. It
is anticipated that banks, brokerage houses, and other custodians will be
requested on behalf of the Fund to forward solicitation material to their
principals to obtain authorizations for the execution of proxies. Any
shareholder giving a proxy may revoke it at any time before it is exercised
by submitting to the Fund a written notice of revocation or a subsequently
executed proxy, or by attending the Meeting and electing to vote in person.
This Proxy Statement and the enclosed proxy are expected to be distributed
to shareholders on or about October 15, 1996.
Only shareholders of record at the close of business on October 2,
1996 will be entitled to vote at the Meeting. On that date, there were
4,000,899.600 shares of common stock, par value $1.00 per share
("Share" or "Shares"), of the Fund outstanding and entitled to be voted at
the Meeting. Each Share or fraction thereof is entitled to one vote or a
fraction thereof.
Please sign and date the enclosed proxy and mail it in the enclosed
reply envelope addressed to Fund/Plan Services, Inc., 2 W. Elm Street, P.O.
Box 874, Conshohocken, PA 19428-0874.
The Fund will furnish to shareholders upon request, without charge,
copies of its most recent Annual Report to Shareholders and its most recent
Semi-Annual Report succeeding the Annual Report. Requests for such reports
should be directed to the Fund, c/o Fund/Plan Services, Inc., 2 W. Elm
Street, P.O. Box 874, Conshohocken, PA 19428-0874, or by calling
1-800-634-5726. Such reports are not to be regarded as proxy soliciting
material.<PAGE>
PROPOSAL
CHANGE TO INDUSTRY CONCENTRATION POLICY
The Fund's investment objective is to seek a high rate of return
from dividend and interest income on its investments in common stock and
securities convertible into common stock. In pursuing this objective, the
Fund is required to invest at least 25% of its assets in securities of
public utility companies engaged in the production, transmission or
distribution of electric, energy, gas, water or telephone services and may
not invest 25% or more of its assets in any other industry. This industry
concentration policy is a "fundamental" policy which may not be changed
without the approval of the holders of a majority of the Fund's outstanding
Shares.
At the September 24, 1996 meeting of the Fund's Board of Directors,
Stratton Management Company ("SMC"), the Fund's investment adviser,
recommended that the Fund's industry concentration policy be expanded to
include Real Estate Investment Trusts ("REITs"), in addition to public
utility companies. SMC believes that this change in the Fund's industry
concentration policy will enhance the Fund's ability to achieve a high rate
of return from dividend and interest income earned on its investments as
well as create a greater opportunity to realize long-term capital
appreciation. The Fund's Board of Directors unanimously approved the
proposed change to the Fund's industry concentration policy at the
September 24, 1996 Board meeting, and recommended that the shareholders of
the Fund be asked to approve the change.
If approved by shareholders, the Fund's policy on concentration of
its investments would read as follows:
"The Fund will invest at least 25% of its assets in securities of
real estate investment trusts and of public utility companies
engaged in the production, transmission or distribution of
electric, energy, gas, water or telephone services."
At the present time, the Fund has approximately 55% of its assets
invested in securities of public utility companies and 25% in securities
of REITs. The annual rate of income from the Fund's current investment
portfolio is 9.0% from REITs, 7.9% from electric utilities and 7.0% from
telephone utilities. The impetus for SMC's recommendation to change the
Fund's industry concentration policy was that dividend growth for the
electric utility industry has been slowing noticeably. Over the last five
years, the earnings per share growth rate has been 3.9% annually and the
dividend per share growth rate has been 2.1% annually (including dividend
cuts) for electric utility companies. Over the past ten years, several
electric utility companies reduced their dividend rate. SMC believes that
the documented trend in earnings per share growth will continue.
There are two major reasons for the decline in earnings growth for
electric utility companies. The first is the advent of competition in the
previously regulated and monopolistic electric utility industry. Both
Federal and State governments have encouraged open access to transmission
lines and distribution networks to increase competition to serve utility
customers. The monopoly status that the industry had enjoyed in the past
is being eroded. This is good for consumers as it should produce price
competition and lower rates. In this case, however, what is good for
consumers is not necessarily good for investors, as this will likely
produce lower rates of return on equity.
The second major factor affecting earnings growth in the electric
utility industry has been the growing hostility of regulators to the
industry over the last fourteen years and the growing strength of consumer
advocates. Utility rates of return on equity have been declining steadily
and there is no indication that a rebalancing of power between consumers
and shareholders is likely to occur in the near future. In addition,
capital spending plans for electric utility companies have been sharply
reduced, which implies that they will not need to raise new equity capital
in the near future. As a result, public utility regulatory commissions
have little concern with the low rates of return on equity because the
utility companies do not need to attract new investors to the market as
they did in the 1970's and early 1980's when construction spending was
high.
Dividend payout ratios in the electric utility industry are also
under pressure. A number of companies have cut their dividends and
produced a lower dividend payout ratio, using as a justification the need
to prepare themselves to finance competition when it arrives in their
market place. These low payout ratios of utility earnings can have the
effect of removing a stock from consideration for the Fund's portfolio
universe. Owning low payout ratio utility stocks would not provide enough
income to the Fund to maintain the Fund's current dividend rate. SMC
believes that if the Fund were to remain concentrated solely in the utility
industry, there is a strong likelihood that the Fund's regular monthly
dividend would have to be reduced. There is no assurance, however, that
changing the Fund's industry concentration policy to permit greater
investments in REITs will enable the Fund to maintain its current dividend
rate.
The Fund has invested in REITs since 1987 and SMC has substantial
experience in this market segment. SMC is currently overseeing investments
totaling $85 million in REITs as part of its total investments under
management of $1.4 billion. Equity REITs invest directly in real property
while mortgage REITs invest in mortgages on real property. Although the
proposed industry concentration policy would cover both equity and mortgage
REITs, SMC expects that the Fund will initially focus primarily on equity
REITs. REITs may be subject to certain risks associated with the direct
ownership of real estate including declines in the value of real estate,
risks related to general and local economic conditions, overbuilding and
increased competition, increases in property taxes and operating expenses,
and variations in rental income. In addition, equity REITs may be affected
by changes in the value of the underlying properties they own, while
mortgage REITs may be affected by the quality of credit extended. REITs
are also subject to heavy cash flow dependency, defaults by borrowers, self
liquidation and the possibility of failing to qualify for tax-free pass-
through of income under the Internal Revenue Code and to maintain exemption
from the Investment Company Act of 1940. REITs pay dividends to their
shareholders based upon available funds from operations and these dividends
may exceed a REIT's taxable earnings and profits resulting in the excess
portion of such dividends being designated as a return of capital. The
Fund intends to include the gross dividends from REITs in its monthly
distribution to its shareholders and, accordingly, a portion of the Fund's
distributions may also be designated as a return of capital.
The market for REITs has grown substantially in recent years
reaching a total of $57.5 billion in assets at the end of 1995, up from
$15.7 billion at the end of 1992. The chart set forth below shows the
total market capitalization of the REIT industry for the last twenty-three
years. In 1990, the largest market capitalization of an individual REIT
was $633 million; currently there are forty-five REITs that have market
capitalizations in excess of $500 million and eleven with capitalizations
in excess of $1 billion. There is a great variety of types of real estate
properties that are owned by REITs, including health care facilities,
regional malls, office centers, hotels and industrial buildings.
MARKET CAPITALIZATION OF THE REIT INDUSTRY
1972-95
[Bar graph illustrating the growth in the market
capitalization of the REIT industry from 1972 through 1995]
Source: National Association of Real Estate Investment Trusts
Year # of REITS All Mkt. Cap ( $mil)
1971 34 $1,484.3
1972 48 $1,880.9
1973 53 $1,393.5
1974 57 $712.4
1975 57 $885.9
1976 62 $1,308.0
1977 69 $1,628.1
1978 71 $1,412.4
1979 73 $1,754.0
1980 75 $2,298.6
1981 76 $2,438.9
1982 66 $3,298.6
1983 59 $4,328.1
1984 59 $5,152.3
1985 62 $7,771.8
1986 95 $10,078.4
1987 110 $9,702.4
1988 117 $11,435.2
1989 120 $11,662.2
1990 119 $9,737.1
1991 138 $12,877.2
1992 142 $15,680.2
1993 189 $32,187.7
1994 226 $44,308.0
1995 219 $57,514.0
There are presently twenty-six REIT dedicated mutual funds, up from
ten in 1993. These twenty-six funds had total assets of $2.8 billion as of
the end of June 1996.
Pension funds have traditionally invested directly in real estate
and not used REITs as investment vehicles because of the small size of the
REIT market, but this is changing. The California State Teachers
Retirement System, with assets of $62.5 billion, is evaluating swapping a
portion of their fund's direct investment in real estate, totaling $1.8
billion, into REIT shares.
Attached hereto as Appendix A is certain comparative total return
information for the NAREIT Equity Index, Dow Jones Utility Average and
Standard & Poor's 500 Index. This information illustrates that although
the utility sector performed well in 1995, equity REITs have outperformed
utility stocks over the last ten years. Mortgage REITs have outperformed
equity REITs in recent years, however, over the long run equity REITs have
performed better than mortgage REITs. As noted above, the Fund intends to
initially focus on equity REITs rather than mortgage REITs. Although past
performance is not predictive of future results, SMC believes that it is an
opportune time to invest in REITs.
It is the belief of SMC, supported by the Fund's Board of
Directors, that the Fund's primary mission of maintaining and distributing
a high level of dividend income would be significantly enhanced by allowing
the Fund to concentrate its assets in both REITs and public utility
companies. In addition, SMC believes the possibilities of capital growth
appear to be better in the REIT industry. If the shareholders approve the
proposed change in the Fund's industry concentration policy, within a short
period of time after the Meeting it is likely that the percentage of the
Fund's assets invested in REITs and public utilities will exceed 80%, with
a mix of about 60% in REITs and about 20% in public utilities.
THE FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE CHANGE TO THE
FUND'S INDUSTRY CONCENTRATION POLICY
Under the 1940 Act, the proposal must be approved by the holders of
a majority of the outstanding Shares of the Fund. As used in this Proxy
Statement, a majority of the outstanding Shares of the Fund means the
lesser of (i) 67 percent of the Shares of the Fund present at the Meeting
if the holders of more than 50 percent of the outstanding Shares of the
Fund are present in person or by proxy, or (ii) more than 50 percent of the
outstanding Shares of the Fund. If a proxy is properly executed and
returned accompanied by instructions to withhold authority, or is marked
with an abstention, the shares represented thereby will be considered to be
present at the Meeting for purposes of determining the existence of a
quorum for the transaction of business. Abstentions will have the same
effect as casting a vote against the proposal. 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 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. If approved by the holders of a majority of the outstanding
Shares of the Fund, it is anticipated that the change in the Fund's
industry concentration policy will become effective as soon as practicable
following the Meeting. If the holders of a majority of the outstanding
Shares of the Fund do not approve the change in the Fund's industry
concentration policy, the existing concentration policy will remain in
effect.
In the event that a quorum of the outstanding Shares of the Fund is
not represented at the Meeting or at any adjournment thereof, or, even
though a quorum is so represented, in the event that sufficient votes to
approve the proposal are not received, the persons named as proxies may
propose and vote for one or more adjournments of the Meeting to be held
within a reasonable time after the date originally set for the Meeting, and
further solicitation of proxies may be made without the necessity of
further notice. The persons named as proxies will vote in favor of any
such adjournment those proxies which instruct them to vote in favor of the
proposal to be considered at the Meeting, and will vote against any such
adjournment those proxies which instruct them to vote against or to abstain
from voting on such proposal. Any such adjournment must be approved by a
majority of the Shares voting on the matter.
ADDITIONAL INFORMATION
Beneficial Owners
As of August 31, 1996, Charles Schwab & Co., Inc., Attn. Mutual
Funds Department, 101 Montgomery Street, San Francisco, California 94104-
4122, was the record owner of 540,638 Shares of the Fund which represent
13.3% of the Fund's outstanding shares. As of August 31, 1996, the Fund's
directors and officers beneficially owned Shares of the Fund in the
following amounts:
Percent of
Name Amount of Shares Shares Outstanding
James W. Stratton
Director/Chairman 56,380(1) 1.39%
Lynne M. Cannon
Director 197 *
John J. Lombard, Jr.
Director 302 *
Henry A. Rentschler
Director 730 *
Merritt N. Rhoad, Jr.
Director 8,480 *
Alexander F. Smith
Director 642 *
Richard W. Stevens
Director 44,682 1.10%
Gerard E. Heffernan
President 36,153(1) *
All Directors and
Officers as a group 112,224(1) 2.77%
1. Includes 35,342 shares held by the Stratton Management Company P/S/P
401K Plan of which Mr. Stratton, Mr. Heffernan and another officer of
the Fund are trustees.
* Less than 1%.
For purposes of the 1940 Act, any person who owns directly or
through one or more controlled companies more than 25 percent of the voting
securities of a company is presumed to "control" such company. There has
not been a change of control of the Fund since the beginning of its last
fiscal year and there is no arrangement known to the Fund, the operation of
which may result in a change of control of the Fund at a subsequent date.
Shareholder Meetings
The Fund's Articles of Incorporation do not require that an
annual meeting of shareholders be held each year and the Fund does not
intend to hold annual meetings of shareholders except as required by the
1940 Act or other applicable law. The Fund's By-laws provide that special
meetings of shareholders, including meetings to consider the removal of
directors, shall be called at the written request of the shareholders
entitled to vote at least 50 percent of the outstanding Shares of the Fund
entitled to be voted at such meetings.
Service Providers
The Fund's investment adviser is Stratton Management Company,
which maintains its principal office at Plymouth Meeting Executive Campus,
610 W. Germantown Pike, Suite 300, Plymouth Meeting, Pennsylvania 19462.
The Fund's administrator is Fund/Plan Services, Inc. and its principal
underwriter is Fund/Plan Broker Services, Inc., both of which maintain
their principal office at 2 W. Elm Street, P.O. Box 874, Conshohocken,
Pennsylvania 19428.
Other Matters
No business other than the matter described above is expected
to come before the Meeting, but should any other matter requiring a vote of
shareholders arise, including any questions as to an adjournment of the
Meeting, the persons named in the enclosed proxy will vote thereon
according to their best judgment in the interests of the Fund.
SHAREHOLDERS WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED
TO SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Dated: October 15, 1996<PAGE>
APPENDIX A
COMPARATIVE TOTAL RETURNS
Annual Total Returns (%)
Year NAREIT Equity Index Dow Jones Utility Average S&P500 Index
1978 10.3 -4.0 6.4
1979 35.9 18.5 18.2
1980 24.4 17.8 32.3
1981 6.0 5.7 -5.0
1982 21.6 22.2 21.4
1983 30.6 21.8 22.4
1984 20.9 25.5 6.1
1985 19.1 27.6 31.6
1986 19.2 27.1 18.6
1987 -3.7 -7.9 5.1
1988 13.5 15.6 16.6
1989 8.8 35.3 31.7
1990 -15.3 -4.5 -3.1
1991 35.7 15.1 30.5
1992 14.6 4.0 7.6
1993 19.6 9.6 10.1
1994 3.2 -15.1 1.3
1995 15.3 32.4 37.6
Mean (1978-95) 15.5 13.7 16.1<PAGE>
Average Annual Compound Returns (%)
Year NAREIT Equity Index Dow Jones Utility Average S&P500 Index
18 Yrs 14.8 12.8 15.4
17 Yrs 15.1 13.9 15.9
16 Yrs 13.9 13.6 15.8
15 Yrs 13.2 13.3 14.7
14 Yrs 13.7 13.9 16.3
13 Yrs 13.2 13.2 15.9
12 Yrs 11.8 12.6 15.4
11 Yrs 11.0 11.4 16.3
10 Yrs 10.3 10.0 14.9
9 Yrs 9.3 8.1 14.4
8 Yrs 11.0 10.4 15.7
7 Yrs 10.7 9.7 15.5
6 Yrs 11.0 5.9 13.1
5 Yrs 17.2 8.0 16.6
4 Yrs 13.0 6.4 13.4
3 Yrs 12.5 7.2 15.3
2 Yrs 9.0 6.0 18.1
1 Yr 15.3 32.4 37.6
Sources: National Council of Real Estate Investment Fiduciaries, Standard
& Poor's, and Dow Jones
The NAREIT Equity Index is an unmanaged index of common stocks of all
tax-qualified equity REITs listed on the New York Stock Exchange, the
American Stock Exchange and the NASDAQ National Market System. The Dow
Jones Utility Average is an unmanaged index of common stocks issued by
electric and gas utilities. The S&P 500 Index is an unmanaged index of
500 leading stocks. These indices do not include the effect of expenses
experienced by the Fund. Past performance is not predictive of future
results.<PAGE>
PROXY CARD
Stratton Monthly Dividend Shares, Inc.
Special Meeting of Shareholders
November 29, 1996
The undersigned hereby appoints Patricia L. Sloan and James A. Beers
(the "Proxies"), and each of them, attorneys and proxies of the
undersigned, each with power of substitution and resubstitution, to attend,
vote and act for the undersigned at the Special Meeting of Shareholders
(the "Meeting") of Stratton Monthly Dividend Shares, Inc. (the "Fund") to
be held at the offices of the Fund, Plymouth Meeting Executive Campus, 610
W. Germantown Pike, Suite 300, Plymouth Meeting, Pennsylvania 19462 at 8:00
A.M. (Eastern Time) on Friday, November 29, 1996, and at any adjournment(s)
thereof. The Proxies shall cast votes according to the number of shares of
the Fund which the undersigned may be entitled to vote with respect to the
proposal set forth below, in accordance with the specification indicated,
if any, and shall have all the powers which the undersigned would possess
if personally present. The undersigned hereby revokes any prior proxy to
vote at the Meeting, and hereby ratifies and confirms all that said
Proxies, or any of them, may lawfully do by virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL
MEETING OF SHAREHOLDERS OF THE FUND AND THE PROXY STATEMENT DATED OCTOBER
15, 1996.
THIS PROXY IS SOLICITED AND PROPOSED BY THE BOARD OF TRUSTEES OF THE FUND,
WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTIONS TO
BE TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION,
THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL.
Proposal to approve a change to the Fund's policy of investing
at least 25% of its assets in securities of public utility
companies engaged in the production, transmission or
distribution of electric, energy, gas, water or telephone
service so that the policy includes securities of Real Estate
Investment Trusts in addition to securities of companies in the
foregoing industries.
___ YES ___ NO ___ ABSTAIN
In their discretion, the Proxies, and each of them, are authorized to
vote upon any other business that may properly come before the Meeting, or
any adjournment(s) thereof, including any adjournment(s) necessary to
obtain requisite quorums and/or approvals.
_______________________________
________________________________
Please sign above exactly as your
name(s) appear(s) hereon. If a
corporation, please sign in full
corporate name by an authorized
officer. If a partnership, please sign
in partnership name by an authorized
person. Each joint owner should sign
personally. Fiduciaries should give
full titles as such.
____________________ , 1996
(Please Date)<PAGE>
