<PAGE> 1
SCHEDULE 14A
(RULE 14A)
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:
<TABLE>
<S> <C>
[ X ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
</TABLE>
CARNEGIE LIQUID CAPITAL TRUST
- --------------------------------------------------------------------------------
(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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
----------------------------------------------------
[ X ] No fee required
<PAGE> 2
LIQUID CAPITAL INCOME TRUST
1100 The Halle Building
1228 Euclid Avenue
Cleveland, Ohio 44115
August , 1999
Dear Shareholders:
Enclosed is the proxy statement for a special meeting of shareholders of Liquid
Capital Income Trust to be held on October 4, 1999.
We have been pleased to have been able to provide this investment vehicle over
the many years of the Fund's operation. However, recent events have led us to
conclude that you most likely could obtain a more favorable return by investing
your assets alternatively. These events and our reasons for our conclusion are
explained in the enclosed proxy statement.
- You are being asked to approve the termination of the Fund, which would
be implemented by liquidating its assets and distributing them in cash
form to all shareholders. WE ANTICIPATE THAT YOU WOULD RECEIVE $1.00 FOR
EACH SHARE YOU HOLD IN THE FUND.
- Management of the Fund and the Board of Trustees believe this is the most
appropriate course of action in light of the significant reduction in
assets and current asset level of the Fund, and the difficulty of
furnishing a favorable investment return at these asset levels.
- THE BOARD OF TRUSTEES IS RECOMMENDING THAT YOU APPROVE THE PLAN OF
LIQUIDATION AND DISSOLUTION TO TERMINATE THE FUND.
Please take a moment to read the proxy statement and to sign and return the
proxy card in the enclosed postage-paid envelope. YOUR VOTE IS IMPORTANT, EVEN
IF YOU HAVE REDEEMED YOUR SHARES AFTER THE RECORD DATE, AUGUST 6, 1999. In order
to make the liquidating distribution to shareholders, we need to receive "For"
votes from two-thirds of all shares outstanding on August 6. Your vote in favor
of the Plan of Liquidation and Dissolution will help us complete this process,
which we believe is in the best interests of all shareholders.
Sincerely,
George R. Mateyo
President and Chief Executive Officer
<PAGE> 3
LIQUID CAPITAL INCOME TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
OCTOBER 4, 1999
A Special Meeting of Shareholders of Liquid Capital Income Trust (the
"Fund"), an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, will be held at 1100 The Halle Building, 1228
Euclid Avenue, Cleveland, Ohio 44115, on October 4, 1999 at 10:00 a.m.,
Cleveland time, for the following purposes:
1. To consider a Plan of Liquidation and Dissolution to terminate the
Fund; and
2. To transact such other business as may properly come before the
meeting or any adjournment.
Shareholders of record as of the close of business on August 6, 1999 are
entitled to notice of and to vote at the meeting. YOU DO NOT NEED TO BE PRESENT
IN PERSON TO VOTE AT THE MEETING. Your management would greatly appreciate your
completing, signing and returning the enclosed proxy promptly in the envelope
provided for that purpose.
In the event that the necessary quorum to transact business is not obtained
at the meeting, the persons named as proxies may propose one or more
adjournments of the meeting 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 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 to approve the Plan of Liquidation
and Dissolution.
David E. Karam
Secretary
August , 1999
Cleveland, Ohio
- --------------------------------------------------------------------------------
IMPORTANT
YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS AND CALLS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY IN ORDER THAT THE NECESSARY
QUORUM MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE> 4
LIQUID CAPITAL INCOME TRUST
1100 THE HALLE BUILDING
1228 EUCLID AVENUE
CLEVELAND, OHIO 44115
------------------------
PROXY STATEMENT
------------------------
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 4, 1999
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Liquid Capital Income Trust (the "Fund") for
use at the special meeting of shareholders of the Fund to be held on October 4,
1999, and at any adjournment of the meeting.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the meeting, the named proxies will vote the shares represented by
the proxy in accordance with the instructions marked on the proxy. Unmarked
proxies will be voted in favor of the proposal set forth in this proxy
statement. A proxy may be revoked at any time prior to its exercise by written
notice of revocation given to the Secretary of the Fund, execution and delivery
of a later dated proxy to the Secretary of the Fund, or attendance and voting at
the meeting. Attendance at the meeting will not in and of itself revoke a proxy.
The record date for the determination of shareholders entitled to receive
notice of and to vote at the meeting is August 6, 1999. Shareholders as of the
close of business on that date are entitled to one vote for each share held and
a fractional vote for a fractional share held. On August 6, 1999, there were
outstanding shares of beneficial interest, $0.10 par value, of
the Fund. No person was known by the Fund to own 5% or more of the outstanding
shares of the Fund on that date. The trustees and officers of the Fund together
owned less than 1% of the Fund's outstanding shares on that date. The percentage
ownership of shares of the Fund changes from time to time depending on purchases
and redemptions by shareholders and the total number of shares outstanding. The
Fund expects to mail this proxy statement on or about August 11, 1999.
The cost of soliciting proxies for the meeting will be borne by the Fund.
The solicitation of proxies will be by mail, which may be supplemented by
solicitation by telephone or otherwise through officers of the Fund or officers
or employees of Carnegie Capital Management Company, the Fund's investment
adviser (the "Adviser"), acting without special compensation for those
activities. The business address of the Adviser and Carnegie Fund Distributors,
Inc., the distributor of the Fund's shares, is 1100 The Halle Building, 1228
Euclid Avenue, Cleveland, Ohio 44115. In addition, the Fund has engaged
Management Information Services Incorporated to assist in the solicitation of
proxies at an approximate cost of $12,000.
In certain instances, Management Information Services Incorporated
personnel may call shareholders to ask them to record their votes by telephone.
Such persons will not make any recommendation as to how a shareholder should
vote on the Plan. The telephone voting procedure is designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of their
shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. Shareholders voting by telephone will
be asked for their social security number or other identifying information and
will be given an opportunity to authorize proxies to vote their shares in
accordance with their instructions. In order to ensure that the shareholders'
instructions have been recorded correctly, shareholders will receive a
confirmation of their instructions in the mail. Although a shareholder's vote
may be taken by telephone, each shareholder will receive a copy of this proxy
statement and is encouraged to vote by mail using the enclosed proxy card.
1
<PAGE> 5
PROPOSAL REGARDING
PLAN OF LIQUIDATION AND DISSOLUTION
TO TERMINATE THE FUND
On July 27, 1999, the Board of Trustees, following review and deliberation
of a proposal by the Fund's management, determined that it would be advisable
and in the best interests of the Fund and its shareholders for the Fund to be
liquidated and dissolved in accordance with Massachusetts law. Accordingly, the
Board approved the termination of the Fund, subject to shareholder approval,
pursuant to a Plan of Liquidation and Dissolution (the "Plan"), a copy of which
is attached as Appendix A. The Plan provides for the liquidation of the Fund's
assets and the distribution to shareholders of the Fund of all of the cash
proceeds of the liquidation, after paying or providing for all debts and
liabilities of the Fund, all in accordance with Section 11.2 of the Fund's
current Declaration of Trust.
The favorable vote of at least two-thirds of the outstanding shares of the
Fund entitled to vote at the meeting is required for approval of the Plan.
THE TRUSTEES OF THE FUND RECOMMEND THAT THE SHAREHOLDERS APPROVE THE PLAN
OF LIQUIDATION AND DISSOLUTION TO TERMINATE THE FUND.
REASONS FOR THE PLAN
The Fund commenced operations in 1974 and had assets in excess of $2.1
billion during 1982. Historically, a large number of the Fund's shareholders
were customers of one of four broker-dealer firms that previously owned the
Adviser. These broker-dealers sold their ownership interests in the Adviser
during 1991-1993, and shareholders of the Fund who were or are customers of the
broker-dealers have been redeeming their Fund shares since that time. These
redemptions have greatly exceeded purchases of Fund shares since 1991, with the
result that the assets of the Fund have declined significantly. From a level of
approximately $1.5 billion at July 31, 1991, the Fund's assets declined to
approximately $151 million at January 1, 1999 and to approximately $34.5 million
at July 27, 1999.
The Adviser and the distributor of the Fund's shares believe it is unlikely
that the Fund will experience material growth in assets in the foreseeable
future. In light of this determination and because of the relatively higher
costs and disadvantageous economies of scale resulting from the Fund's small
asset base, the Fund's management has concluded that it would be in the best
interests of the Fund and its shareholders to liquidate the Fund and recommended
this course of action to the Fund's Board of Trustees.
At a meeting on July 27, 1999, the Board of Trustees considered whether it
would be appropriate and in the best interests of the Fund and its shareholders
to liquidate the Fund and, after careful consideration of the matter, the Board
approved the termination and liquidation of the Fund pursuant to the terms of
the Plan. The Board also directed that the Plan be submitted to shareholders for
approval. In evaluating the Plan, the Trustees considered a number of factors,
including the declining level of the Fund's total assets, the increase in the
Fund's expense ratio as its assets have declined, the likelihood of additional
sales of the Fund's shares that could increase the assets to a more viable
level, and the likelihood of identifying another investment company that would
be interested in acquiring the Fund's assets through merger or otherwise. Based
upon consideration of the foregoing factors and all other factors deemed
relevant by it, the Board of Trustees determined that approval of the Plan was
in the best interests of the Fund and its shareholders. In view of this
determination, the Fund has suspended all further sales of shares of the Fund to
new investors pending shareholder consideration of the Plan. This suspension
does not affect the sale of shares pursuant to the reinvestment of dividends and
other distributions or any sales of additional shares to existing shareholders.
In addition, in light of the Board's determination, the Adviser agreed to waive
its advisory fee for advisory services it performs from August 1, 1999 until
November 30, 1999 or any earlier distribution of assets to shareholders pursuant
to the Plan.
If shareholders of the Fund fail to approve the Plan, the Fund will not be
liquidated and will continue to operate and be managed in accordance with the
investment objective and policies of the Fund as currently in
2
<PAGE> 6
effect. However, in such case, the Trustees would determine what action, if any,
should be taken in the best interests of shareholders of the Fund.
SUMMARY OF THE PLAN
Effective date of the Plan and cessation of the Fund's activities as an
investment company. The effective date of the Plan will be the date of its
approval by shareholders of the Fund. As soon as reasonably practicable after
the effective date, the Fund will sell its portfolio securities in order to
convert its assets to cash and will not engage in any business activity except
for the purpose of winding up its business and affairs, preserving the value of
its assets and, after the payment or reservation of assets for payment to all
creditors of the Fund, distributing assets to shareholders. After the
distribution of assets to shareholders, the Fund will be dissolved in accordance
with the Plan and Massachusetts law. The Plan provides that the Trustees may
authorize variations from the provisions of the Plan, or amendments to the Plan,
as may be necessary or appropriate to effect the dissolution, liquidation and
termination of the Fund in accordance with the purposes intended to be
accomplished by the Plan.
Liquidating Distribution. As soon as reasonably practicable after the
effective date, and in any event within 60 days after the effective date, the
Fund will mail to each shareholder of record that has not redeemed its shares a
liquidating distribution equal to the shareholder's proportionate interest in
the remaining assets of the Fund and information concerning the sources of the
liquidating distribution. If shares are held in an IRA, the liquidating
distribution will be sent to the IRA custodian or trustee. It is anticipated
that this liquidating distribution will be in the amount of $1.00 per share.
Expenses of Liquidation and Dissolution. Except as otherwise may be agreed
between the Fund and the Adviser, the Fund will bear all expenses related to
carrying out the Plan, deregistering the Fund as an investment company and
dissolving the Fund under Massachusetts law. To accomplish this, the Fund
intends to include all such expenses in its expense accruals. The Adviser has
agreed to bear any expenses that inadvertently are not included in the Fund's
accruals, in order to permit shareholders to receive $1.00 per share as a result
of termination of the Fund.
Continued Operation of the Fund. The adoption of the Plan will not affect
the right of shareholders to redeem shares of the Fund at their then current net
asset value. All officers of the Fund will continue in their present positions
and capacities, and the Adviser and other entities providing services to the
Fund will continue to provide those services, until such time as the Fund is
liquidated and dissolved.
PROCEDURE FOR DISSOLUTION
The Plan provides for the dissolution of the Fund under the laws of the
Commonwealth of Massachusetts. If the shareholders approve the Plan, the Fund
intends to file a notice of dissolution with the Secretary of the Commonwealth
of Massachusetts. This notice will state that the Board of Trustees and the
shareholders of the Fund have approved the termination of the Fund pursuant to
the Plan and will specify the effective date of termination. Massachusetts law
does not provide rights of appraisal or similar rights of dissent to
shareholders with respect to the proposed liquidation and dissolution.
TAX EFFECTS OF LIQUIDATION
The Fund has been advised by its counsel, Squire, Sanders & Dempsey L.L.P.,
that upon the liquidation of the Fund, a shareholder (other than an IRA
custodian or trustee) would realize a capital gain or loss to the extent that
the amount received upon liquidation exceeds or is less than the shareholder's
adjusted basis in its shares of the Fund. The realized gain or loss would be
long-term if the shareholder has held shares for more than one year and
short-term if held for one year or less.
Shares of the Fund have been sold for $1.00 per share. If, as anticipated,
the amount received upon liquidation is $1.00 per share, shareholders generally
would not realize a gain or loss upon liquidation of the Fund.
3
<PAGE> 7
If shares are held in an IRA, shareholders should communicate with their
IRA custodian or trustee regarding the tax implications of the liquidating
distribution.
The Fund has qualified as a regulated investment company for federal income
tax purposes for each fiscal year since its inception. Following completion of
the proposed liquidation and dissolution, shareholders will be furnished
information concerning the tax treatment of all dividend and other
distributions, including the final liquidation distribution, made by the Fund.
Certain shareholders who have not furnished a correct taxpayer
identification number may be subject to backup withholding at a rate of 31% of
the amount of distributions. This discussion does not address the treatment of
tax-exempt shareholders or nonresident shareholders or state or local taxes.
Shareholders are urged to consult with their own tax advisers with respect to
those issues.
DEREGISTRATION AS AN INVESTMENT COMPANY
Promptly after the dissolution of the Fund, an application will be filed
with the Securities and Exchange Commission for an order deregistering the Fund
as an investment company. Upon issuance of such an order, the Fund will no
longer be registered under or subject to the provisions of the Investment
Company Act of 1940.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business is not obtained
at the meeting, the persons named as proxies may propose one or more
adjournments of the meeting 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 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 to approve the Plan of Liquidation
and Dissolution and will vote against such adjournment those proxies required to
be voted against such proposal.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of the proposal, and broker "non-votes" will not be deemed to be
present at the meeting for purposes of determining whether the proposal to be
voted upon has been approved. Broker "non-votes" are shares held in street name
for which the broker indicates that instructions have not been received from the
beneficial owners or other persons entitled to vote and for which the broker
does not have discretionary voting authority.
REPORTS TO SHAREHOLDERS
THE FUND'S MOST RECENT ANNUAL REPORT FOR THE FISCAL YEAR ENDED JULY 31,
1998 AND THE FUND'S SEMI-ANNUAL REPORT FOR THE SIX-MONTH PERIOD ENDED JANUARY
31, 1999 PREVIOUSLY HAVE BEEN SENT TO THE FUND'S SHAREHOLDERS AND ARE
INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT. ADDITIONAL COPIES ARE
AVAILABLE WITHOUT CHARGE UPON REQUEST FROM DAVID E. KARAM, 1100 THE HALLE
BUILDING, 1228 EUCLID AVENUE, CLEVELAND, OHIO 44115, TELEPHONE: 1-800-321-2322
(TOLL FREE).
SHAREHOLDER PROPOSALS
The Fund does not hold annual meetings of shareholders. In the event that
the Fund is not liquidated and dissolved, shareholders desiring to submit
proposals for consideration for inclusion in a proxy statement for the next
meeting of Fund shareholders that may be held should present their written
proposal to the Fund a reasonable time prior to the mailing of the proxy
materials sent in connection with the meeting.
4
<PAGE> 8
OTHER BUSINESS
Management of the Fund knows of no other matters that may be presented at
the meeting. However, if any matters not now known properly come before the
meeting, it is intended that the persons named in the attached form of proxy, or
their substitutes, will vote such proxy in accordance with their judgment on
such matters.
By Order of the Board of Trustees
David E. Karam
Secretary
5
<PAGE> 9
APPENDIX A
LIQUID CAPITAL INCOME TRUST
PLAN OF LIQUIDATION AND DISSOLUTION
This Plan of Liquidation and Dissolution (the "Plan") of Liquid Capital
Income Trust (the "Fund"), a trust organized and existing under the laws of the
Commonwealth of Massachusetts, which has operated as an open-end diversified
management investment company registered under the Investment Company Act of
1940, is intended to provide for the termination and complete liquidation and
dissolution of the Fund in accordance with the provisions of Section 11.2 of the
Fund's First Amended Declaration of Trust dated April 28, 1982, as amended May
21, 1985, and the provisions of Massachusetts law.
The Fund's Board of Trustees has determined it is advisable and in the best
interests of the Fund and its shareholders to liquidate and to dissolve the
Fund, and has determined to recommend to the shareholders the termination of the
Fund pursuant to this Plan.
The liquidation and dissolution of the Fund shall be carried out in the
manner set forth below.
1. Effective Date of Plan. This Plan shall be effective only upon the
approval of the Plan, at a meeting of shareholders of the Fund called for the
purpose of voting upon the Plan, by the vote of two-thirds of the outstanding
shares of the Fund entitled to vote at the meeting. The date of the adoption and
approval of the Plan by shareholders will be the effective date of the Plan.
2. Dissolution. As promptly as reasonably practicable after the effective
date, consistent with the provisions of this Plan, the Fund shall be liquidated
and dissolved pursuant to applicable provisions of Massachusetts law.
3. Cessation of Business. After the effective date, the Fund shall not
engage in any business activities except for the purpose of winding up its
business and affairs, preserving the value of its assets and distributing its
assets to shareholders in accordance with the provisions of this Plan after the
payment, or reservation of assets for payment, to all creditors of the Fund.
Prior to the making of the final liquidating distribution, the Fund shall
continue to honor requests for the redemption of shares and may, as determined
to be appropriate by the Board of Trustees, make payment of dividends and other
distributions to shareholders and permit the reinvestment in additional shares.
4. Liquidation of Assets. The Fund shall cause the liquidation of its
assets to cash form as soon as is reasonably practicable consistent with the
terms of this Plan.
5. Payment of Debts. As soon as reasonably practicable after the effective
date, the Fund shall determine and pay, or reserve sufficient amounts to pay,
the amount of all known or reasonably ascertainable liabilities of the Fund
incurred or expected to be incurred prior to the date of the liquidating
distribution provided below.
6. Liquidating Distribution. As soon as reasonably practicable after the
effective date, and in any event within 60 days after the effective date, the
Fund will mail to each shareholder of record who has not redeemed its shares a
liquidating distribution equal to the shareholder's proportionate interest in
the remaining assets of the Fund, after the payments and creation of the
reserves contemplated by Section 5 above, together with information concerning
the sources of the liquidating distribution.
7. Expenses of Liquidation and Dissolution. Except as otherwise may be
agreed between the Fund and its investment adviser, all expenses incurred by or
allocable to the Fund in carrying out this Plan, deregistering the Fund as an
investment company and dissolving the Fund under Massachusetts law shall be
borne by the Fund.
8. Power of the Board of Trustees. The Board of Trustees and the officers
of the Fund shall have authority to do or to authorize to be done any and all
acts and things as provided for in this Plan and any and all such further acts
and things as they may consider necessary or desirable to carry out the purposes
of this Plan, including without limitation, the execution and filing of all
certificates, documents, information returns,
A-1
<PAGE> 10
tax returns, forms, and other papers which may be necessary or appropriate to
implement this Plan or which may be required by the provisions of the Investment
Company Act of 1940, the Securities Act of 1933, the Internal Revenue Code of
1986 and applicable Massachusetts law.
The death, resignation or other disability of any Trustee or any officer of
the Fund shall not impair the authority of the surviving or remaining Trustees
or officers to exercise any of the powers provided for in this Plan.
9. Amendment of the Plan. The Board of Trustees shall have the authority to
authorize those variations from or amendments to the provisions of this Plan
(other than the terms of the liquidating distribution) as may be necessary or
appropriate to effect the dissolution, complete liquidation and termination of
the existence of the Fund, including the distribution of assets to shareholders,
in accordance with the purposes intended to be accomplished by this Plan.
A-2
<PAGE> 11
LIQUID CAPITAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints George R. Mateyo and David E. Karam, or either
of them, proxies, each with the power of substitution, to vote on behalf of the
undersigned at the Special Meeting of Shareholders of Liquid Capital Income
Trust on October 4, 1999 at 10:00 a.m., Cleveland time, and at any adjournment,
with respect to the proposal set forth in the related Notice of Special Meeting
of Shareholders as indicated on the reverse side of this proxy card.
YOUR SHARES WILL BE VOTED IN THE MANNER DIRECTED BY YOU ON THE REVERSE SIDE OF
THIS PROXY CARD. IF NO DIRECTION IS MADE, YOUR SHARES WILL BE VOTED FOR THE
PROPOSAL SET FORTH ON THE REVERSE SIDE, AS RECOMMENDED BY THE BOARD OF TRUSTEES.
IMPORTANT - THIS PROXY CARD MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE> 12
[X] PLEASE MARK VOTE
AS IN THIS EXAMPLE
FOR AGAINST ABSTAIN
Approval of Plan of Liquidation and [ ] [ ] [ ]
Dissolution of the Fund
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ABOVE PROPOSAL.
NOTE: Please sign exactly as
SIGNATURE(S) ____________________ DATE _______ name appears. Joint owners
should each sign. When signing
as attorney, executor,
administrator, trustee or
guardian, please give full title
SIGNATURE(S) ____________________ DATE _______ as such. In case of a
corporation, a duly authorized
officer should sign on its
behalf.
- --------------------------------------------------------------------------------
IMPORTANT
YOU ARE URGED TO DATE AND SIGN THIS PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS AND
CALLS TO SHAREHOLDERS WHO HAVE NOT RESPONDED.
- --------------------------------------------------------------------------------
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000059744
<NAME> LIQUID CAPITAL INCOME TRUST
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-START> AUG-01-1998
<PERIOD-END> JAN-31-1999
<INVESTMENTS-AT-COST> 101,388,523
<INVESTMENTS-AT-VALUE> 101,388,523
<RECEIVABLES> 86,745
<ASSETS-OTHER> 49,116
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 101,524,384
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 161,097
<TOTAL-LIABILITIES> 161,097
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 101,363,287
<SHARES-COMMON-PRIOR> 164,475,955
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 101,363,287
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,093,671
<OTHER-INCOME> 0
<EXPENSES-NET> 771,975
<NET-INVESTMENT-INCOME> 3,321,696
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 3,321,696
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,321,696
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 143,801,321
<NUMBER-OF-SHARES-REDEEMED> 210,235,684
<SHARES-REINVESTED> 3,321,696
<NET-CHANGE-IN-ASSETS> (63,112,668)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 386,457
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 771,975
<AVERAGE-NET-ASSETS> 154,878,731
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.021
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.021
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1<F1>
<FN>
<F1>Annualized
</FN>
</TABLE>
