<PAGE> 1
SEI TAX EXEMPT TRUST
TAX FREE PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE SPECIAL
MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Tax Exempt Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern
time, and any adjournments or postponements thereof (the "Meeting"), all shares
of beneficial interest of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below and, in accordance with their own discretion, any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher,
Frank E. Morris, William M. Doran, F. Wendell Gooch,
James M. Storey and George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
----------------------------------------------------------------------
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE MARK THE BOX
ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME(S) ON THE
LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED
PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE> 2
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 3
SEI TAX EXEMPT TRUST
INSTITUTIONAL TAX FREE PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Tax Exempt Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern
time, and any adjournments or postponements thereof (the "Meeting"), all shares
of beneficial interest of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below and, in accordance with their own discretion, any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher,
Frank E. Morris, William M. Doran, F. Wendell Gooch,
James M. Storey and George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
----------------------------------------------------------------------
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE MARK THE BOX
ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME(S) ON THE
LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED
PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE> 4
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 5
SEI TAX EXEMPT TRUST
CALIFORNIA TAX-EXEMPT PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Tax Exempt Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern
time, and any adjournments or postponements thereof (the "Meeting"), all shares
of beneficial interest of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below and, in accordance with their own discretion, any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher,
Frank E. Morris, William M. Doran, F. Wendell Gooch,
James M. Storey and George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
----------------------------------------------------------------------
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE MARK THE BOX
ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME(S) ON THE
LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED
PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE> 6
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 7
SEI TAX EXEMPT TRUST
PENNSYLVANIA MUNICIPAL PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Tax Exempt Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern
time, and any adjournments or postponements thereof (the "Meeting"), all shares
of beneficial interest of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below and, in accordance with their own discretion, any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher,
Frank E. Morris, William M. Doran, F. Wendell Gooch,
James M. Storey and George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
----------------------------------------------------------------------
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE MARK THE BOX
ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME(S) ON THE
LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED
PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE> 8
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 9
SEI TAX EXEMPT TRUST
PENNSYLVANIA TAX FREE PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Tax Exempt Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern
time, and any adjournments or postponements thereof (the "Meeting"), all shares
of beneficial interest of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below and, in accordance with their own discretion, any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher,
Frank E. Morris, William M. Doran, F. Wendell Gooch,
James M. Storey and George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
-----------------------------------------------------------------------
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE MARK THE BOX
ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME(S) ON THE
LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED
PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE> 10
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 11
SEI TAX EXEMPT TRUST
INTERMEDIATE-TERM MUNICIPAL PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Tax Exempt Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern
time, and any adjournments or postponements thereof (the "Meeting"), all shares
of beneficial interest of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below and, in accordance with their own discretion, any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher,
Frank E. Morris, William M. Doran, F. Wendell Gooch,
James M. Storey and George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
----------------------------------------------------------------------
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE MARK THE BOX
ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME(S) ON THE
LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED
PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE> 12
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 13
SEI TAX EXEMPT TRUST
KANSAS TAX FREE INCOME PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Tax Exempt Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern
time, and any adjournments or postponements thereof (the "Meeting"), all shares
of beneficial interest of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below and, in accordance with their own discretion, any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher,
Frank E. Morris, William M. Doran, F. Wendell Gooch,
James M. Storey and George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
----------------------------------------------------------------------
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE MARK THE BOX
ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME(S) ON THE
LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED
PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE> 14
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 15
SEI TAX EXEMPT TRUST
NEW YORK INTERMEDIATE-TERM MUNICIPAL PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Tax Exempt Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern
time, and any adjournments or postponements thereof (the "Meeting"), all shares
of beneficial interest of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below and, in accordance with their own discretion, any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher,
Frank E. Morris, William M. Doran, F. Wendell Gooch,
James M. Storey and George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
-----------------------------------------------------------------------
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE MARK THE BOX
ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME(S) ON THE
LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED
PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE> 16
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
