SCHEDULE 14A INFORMATION
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:
[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 ss. 240.14a-11(c) or ss. 240.14a-12
IAI Investment Funds V, Inc.
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(Name of Registrant as Specified in its Charter)
(specify)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a96(i)(4) and O-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously by written preliminary materials.
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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<PAGE>
[PRELIMINARY COPY]
IAI RESERVE FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 23, 1998
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of IAI
Investment Funds V, Inc., on behalf of its portfolio known as IAI Reserve Fund
(the "Fund"), will be held at 10:00 a.m. Central Time, on Wednesday, September
23, 1998, on the thirty-seventh floor of U.S. Bank Place, 601 Second Avenue
South, Minneapolis, Minnesota. The purposes of the meeting are as follow:
1. To consider and vote upon the liquidation and dissolution of
the Fund pursuant to the provisions of the Plan of Liquidation
and Dissolution of the Fund.
2. To transact such other business as may properly come before
the meeting or any adjournments or postponements thereof.
Shareholders of record on August 12, 1998 are the only persons entitled
to notice of and to vote at the meeting and any adjournments thereof. Your
attention is directed to the attached Proxy Statement.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL
IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO
SAVE THE FUND FURTHER SOLICITATION EXPENSE. A stamped return envelope is
enclosed for your convenience.
William C. Joas
Secretary
___________, 1998
<PAGE>
[PRELIMINARY COPY]
IAI RESERVE FUND
3700 U.S. BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402
(612) 376-2700; (800) 945-3863
SPECIAL MEETING OF SHAREHOLDERS -- SEPTEMBER 23, 1998
The enclosed proxy is solicited by the Board of Directors of IAI
Investment Funds V, Inc., on behalf of its portfolio known as IAI Reserve Fund
(the "Fund"), in connection with a special meeting of shareholders of the Fund
to be held September 23, 1998, and any adjournments thereof. The costs of
solicitation, including the cost of preparing and mailing the Notice of Meeting
of Shareholders and this Proxy Statement, will be paid by Investment Advisers,
Inc., the Fund's investment adviser and manager ("IAI"). Mailing of the Notice
of Meeting of Shareholders and this Proxy Statement will take place on
approximately August 21, 1998. Representatives of IAI may, without cost to the
Fund, solicit proxies on behalf of management of the Fund by means of mail,
telephone or telegraph. The address of IAI is that of the Fund as provided
above.
A proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the Fund, or by delivery of a duly executed proxy
bearing a later date or by attending and voting at the meeting. Unless revoked,
proxies that have been returned without instructions will be voted in favor of
the liquidation and dissolution of the Fund in accordance with the
recommendation of the Fund's Board of Directors. In instances where a choice is
specified by the shareholder in the proxy, those proxies will be voted in
accordance with the shareholder's choice. Abstentions will be counted as present
for purposes of determining whether a quorum of shares is present at the
meeting, but will be counted as a vote "against" the proposal to liquidate and
dissolve the Fund. Under the Rules of the New York Stock Exchange, if a proposal
is considered "non-discretionary," then brokers who hold Fund shares in street
name for customers are not authorized to vote on such proposal on behalf of
their customers who have not furnished the broker specific voting instructions.
If a broker returns a "non-vote" proxy, indicating a lack of authority to vote
on a proposal, then the shares covered by such non-vote shall be deemed present
at the meeting for the purpose of determining a quorum but shall not be deemed
to be represented at the meeting for purposes of calculating the vote with
respect to such proposal. So far as the Board of Directors is aware, no matter
other than that described in this Proxy Statement will be acted upon at the
meeting. Should any other matters properly come before the meeting calling for a
vote of shareholders, it is the intention of the persons named as proxies in the
enclosed proxy to act upon such matters according to their best judgment.
Only shareholders of record on August 12, 1998 may vote at the meeting
or any adjournment thereof. As of that date, the Fund had _______________ common
shares, par value of $.01, issued and outstanding. Each shareholder is entitled
to one vote for each share held. Under Minnesota law, no shareholder will be
entitled to exercise any dissenters rights or appraisal rights with respect to
the liquidation and dissolution of the Fund. A quorum of shares is required to
take action at the meeting. Ten percent of the shares entitled to vote at the
meeting, represented in person or by proxy, will constitute a quorum of shares
at the meeting.
No person, to the knowledge of Fund management, was the beneficial
owner of more than 5% of the voting shares of any Fund as of August 12, 1998,
except [information to be provided].
In the event that sufficient votes are not received in favor of the
proposal to liquidate and dissolve the Fund, the persons named as proxies may
propose one or more adjournments of the meeting. Any adjournment would require a
vote in favor of the adjournment by the holders of a majority of the
<PAGE>
shares present (in person or by proxy) at the meeting or any adjournment
thereof. The persons named as proxies will vote all shares that have voted for
the proposal in favor of adjournment; shares voted against the proposal will be
voted against adjournment.
COPIES OF THE FUND'S MOST RECENT ANNUAL REPORT IS AVAILABLE TO
SHAREHOLDERS UPON REQUEST. IF YOU WOULD LIKE TO RECEIVE A COPY, PLEASE CONTACT
THE FUND AT 3700 U.S. BANK PLACE, MINNEAPOLIS, MINNESOTA 55402, OR CALL
800-945-3863 OR 612-376-2700, AND ONE WILL BE SENT, WITHOUT CHARGE, BY
FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
APPROVAL OF THE PLAN OF LIQUIDATION AND DISSOLUTION
INTRODUCTION
At a meeting held August 5, 1998, the Board of Directors considered and
approved IAI's recommendation that the Fund be liquidated and dissolved. The
Board also directed IAI to prepare a Plan of Liquidation and Dissolution of the
Fund ("Liquidation Plan") to be submitted for shareholder approval. A copy of
the Liquidation Plan is attached as Exhibit A to this Proxy Statement. If Fund
shareholders approve the Liquidation Plan, IAI will sell the Fund's portfolio
securities and other assets, pay creditors or establish reserves for such
payments and distribute the net proceeds of such sales in cash, pro rata in
accordance with Fund holdings. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE FOR THE LIQUIDATION PLAN.
BACKGROUND
The Fund is the only series of common shares of IAI Investment Funds V,
Inc., an open-end diversified management investment company is a Minnesota
corporation. The Fund commenced operations on January 31, 1986. The Fund's
investment objectives are to provide shareholders with high levels of capital
stability and liquidity and, to the extent consistent with these primary
objectives, a high level of current income. The Fund sought to achieve these
objectives by investing primarily in a diversified portfolio of investment grade
bonds and other debt securities of similar quality. At the end of July 1998, the
Fund had net assets of approximately $23 million. IAI recommended that the Fund
be liquidated and dissolved. Some of the reasons for liquidation are: (1) the
Fund's net assets had decreased by more than seventy-five percent during the
past several years; (2) as a result of its smaller size, the Fund could not
maintain the level of investment diversification which IAI desired; (3) the
Fund's investment objectives and investments were similar to those of the Money
Market Fund offered by IAI; and (4) the Fund's investment focus no longer fit
with IAI's marketing strategy. IAI believes that it would be in the best
interests of Fund shareholders to approve the liquidation and dissolution of the
Fund. Accordingly, IAI has recommended liquidating the Fund's assets and
distributing the proceeds to Fund shareholders.
At its August 5, 1998 meeting, the Fund's Board of Directors agreed
with IAI's recommendation. Accordingly, the Fund's Board of Directors, including
all of the Directors who are not "interested persons" of the Fund, as defined in
the Investment Company Act of 1940, unanimously adopted resolutions declaring
that the proposed liquidation and dissolution was in the best interests of the
Fund and its shareholders, approving the Liquidation Plan proposed by IAI and
<PAGE>
directing IAI to formally prepare such Liquidation Plan and submit them for
shareholder approval.
DESCRIPTION OF THE LIQUIDATION PLAN AND RELATED TRANSACTIONS
If the Liquidation Plan is approved by the Fund's shareholders, as of
3:00 p.m. Central time on the day of approval, the Fund will cease to carry on
its business and will proceed to sell all of its portfolio securities and other
assets for cash at one or more public or private sales and at such prices and on
such terms and conditions as IAI determines to be reasonable and in the best
interests of the Fund and its shareholders. IAI anticipates that the aggregate
of such prices, net of the Fund's liabilities, will approximate the Fund's net
asset value on such date, subject to market changes during the period in which
portfolio securities are sold. The Fund then will apply its assets to the
payment, satisfaction and discharge of all existing debts and obligations of the
Fund, and distribute in one or more payments the remaining assets among the
shareholders of the Fund, with each shareholder receiving his or her
proportionate share of each liquidation distribution in cash. As soon as
practical, the Fund will file Articles of Dissolution with the Minnesota
Secretary of State in accordance with Minnesota Law. Upon such filing, the Fund
will be statutorily dissolved and will cease to exist, and no shareholder will
have any interest whatsoever in the Fund. IAI will bear the expenses of
liquidation of the Fund consistent with the terms of its Management Agreement
with Fund, which provides that except for brokerage commissions and other
expenditures in connection with the purchase and sale of portfolio securities,
interest expense, and, subject to the specific approval of a majority of the
disinterested directors of a Fund, taxes and extraordinary expenses, IAI will
pay all of the Fund's costs and expenses.
If the Liquidation Plan is adopted, IAI currently estimates that the
liquidation distributions will be paid to shareholders during October 1998.
However, the exact date of the liquidation distributions will depend on the time
required to liquidate the Fund's assets. The Fund may, if deemed appropriate,
hold back sufficient assets to deal with any disputed claims or other contingent
liabilities which may then exist against the Fund. Any amount that is held back
relating to any such claim will be deducted pro rata from the net assets
distributable to shareholders and held until the claim is settled or otherwise
determined. IAI does not anticipate, however, that it will be necessary to hold
back any assets to deal with disputed claims or other contingent liabilities. In
the event that claims are not adequately provided for or are brought after
dissolution by previously unknown creditors or claimants, Fund directors and
officers could be held personally liable. In addition, claims possibly could be
pursued against shareholders to the extent of distributions received by them in
liquidation.
The Fund does not currently intend to create a trust to administer
liquidation distributions; however, in the event the Fund is unable to
distribute all of its assets pursuant to the Liquidation Plan because of its
inability to locate shareholders to whom liquidation distributions are payable,
the Fund may create a liquidating trust with a financial institution and deposit
any remaining assets of the Fund in such trust for the benefit of the
shareholders that cannot be located. The expenses of any such trust will be
charged against the liquidation distributions held therein.
As soon as practicable after the distribution of all of the Fund's
assets in complete liquidation, the officers of the Fund will close the books of
the Fund and prepare and file, in a timely manner, any and all required income
tax returns and other documents and instruments.
The Fund may elect not to declare the regular monthly distribution
pending the vote on the Plan in order to save the administrative costs that
would be associated with payment of such distribution. If the shareholder
meeting is adjourned, additional monthly distributions may also be suspended.
Any amount that would otherwise have been paid as a monthly distribution will be
declared as a
<PAGE>
distribution when the liquidation proceeds are paid to shareholders and paid
with the rest of the proceeds of liquidation.
Prior to completion of the liquidation, the Fund will send to its
shareholders of record a letter of transmittal form for the purpose of
exchanging each shareholder's Fund shares for liquidation distributions.
Shareholders whose shares are held in the name of their broker or other
financial institution will receive their distributions through their nominee
firms. No amount will be distributed by the Fund to a shareholder of record
unless and until such shareholder delivers to the Fund a signed letter of
transmittal form.
FEDERAL INCOME TAX CONSEQUENCES
PAYMENT BY THE FUND OF LIQUIDATION DISTRIBUTIONS TO SHAREHOLDERS WILL
BE A TAXABLE EVENT. BECAUSE THE INCOME TAX CONSEQUENCES FOR A PARTICULAR
SHAREHOLDER MAY VARY DEPENDING ON INDIVIDUAL CIRCUMSTANCES, EACH SHAREHOLDER IS
URGED TO CONSULT HIS OR HER OWN TAX ADVISER CONCERNING THE FEDERAL, STATE AND
LOCAL TAX CONSEQUENCES OF RECEIPT OF A LIQUIDATING DISTRIBUTION.
The Fund currently qualifies, and intends to continue to qualify
through the end of the liquidation period, for treatment as a regulated
investment company under the Internal Revenue Code of 1986, as amended, so that
it will be relieved of federal income tax on any investment company taxable
income or net capital gain (the excess of net long-term capital gain over net
short-term capital loss) from the sale of its assets.
The payment of liquidation distributions will be a taxable event to
shareholders. Each shareholder will be viewed as having sold his or her Fund
shares for an amount equal to the liquidation distribution(s) he or she
receives. Each shareholder will recognize gain or loss in an amount equal to the
difference between (a) the shareholder's adjusted basis in the Fund shares, and
(b) such liquidation distribution(s). The gain or loss will be capital gain or
loss to the shareholder if the Fund shares were capital assets in the
shareholder's hands and generally will be long-term if the Fund shares were held
for more than one year at the time of the liquidation distribution.
As of January 31, 1998, the Fund had $2,262,000 in net capital loss
carryforwards that could be used to offset current or future capital gains. The
Fund had $186,000 in unrealized capital gains as of the same date. If the
liquidation and dissolution of the Fund is approved and all or a portion of such
capital gains or any additional capital gains are realized, the Fund will be
able to use a portion of its net capital loss carryforwards to offset such
gains. Any remaining capital loss carryforwards that are not used to offset
capital gains realized upon liquidation will be lost, and the benefit of such
capital loss carryforwards will not pass through to shareholders. If the Fund
did not liquidate, it is possible that sufficient capital gains could be
generated in the future to use the entire amount of the Fund's capital loss
carryforwards. [DELETE ENTIRE PARAGRAPH IF NOT APPLICABLE]
The Fund generally will be required to withhold tax at the rate of 31%
with respect to any liquidation distribution paid to individuals and certain
other non-corporate shareholders who have not previously certified to the Fund
that their social security number or taxpayer identification number provided to
the Fund is correct and that the shareholder is not subject to backup
withholding.
The foregoing summary is generally limited to the material federal
income tax consequences to shareholders who are individual United States
citizens and who hold shares as capital assets. It does
<PAGE>
not address the federal income tax consequences to shareholders who are
corporations, trusts, estates, tax-exempt organizations or non-resident aliens.
This summary does not address state or local tax consequences. Shareholders are
urged to consult their own tax advisers to determine the extent of the federal
income tax liability they would incur as a result of receiving a liquidation
distribution, as well as any tax consequences under any applicable state, local
or foreign laws.
FINANCIAL HIGHLIGHTS
The following financial highlights for the Fund have been audited by
KPMG Peat Marwick LLP, independent auditors, whose report thereon appears in the
Fund's annual report to shareholders for the year ended January 31, 1998.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
meeting and available to respond to appropriate questions, and they will have
the opportunity to make a statement if they desire to do so. Financial
statements for the year ended January 31, 1998 are contained in the Fund's
audited annual report to shareholders for such periods.
<TABLE>
<CAPTION>
Years ended
January 31, Years ended March 31,
--------------------------- ---------------------------------------------------------
PER-SHARE DATA 1998 1997 1996 1995++ 1994 1993 1992 1991 1990 1989
- -------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value:
Beginning of period $ 9.88 $10.00 $ 9.89 $ 9.98 $10.10 $10.16 $10.17 $10.08 $10.03 $10.08
Operations:
Net investment
income 0.52 0.52 0.56 0.40 0.39 0.36 0.57 0.72 0.80 0.74
Net realized and
unrealized gains
(losses) (0.02) (0.12) 0.09 (0.08) (0.13) 0.02 0.08 0.10 0.03 (0.05)
------ ------ ------ ----- ------ ------ ------ ------ ------ ------
Total from operations .50 0.40 0.65 0.32 0.26 0.38 0.65 0.82 0.83 0.69
------ ------ ------ ----- ------ ------ ------ ------ ------ ------
Distributions to
shareholders from:
Net investment income (0.51) (0.52) (0.54) (0.41) (0.37) (0.36) (0.58) (0.73) (0.78) (0.74)
Net realized gains -- -- -- -- (0.01) (0.08) (0.08) -- -- --
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions (0.51) (0.52) (0.54) (0.41) (0.38) (0.44) (0.66) (0.73) (0.78) (0.74)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value:
End of period $9.87 $ 9.88 $10.00 $ 9.89 $ 9.98 $10.10 $10.16 $10.17 $10.08 $10.03
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total investment
return* 5.19% 4.16% 6.76% 3.21% 2.60% 3.81% 6.54% 8.49% 8.54% 6.95%
Net assets at end of
period (000's omitted) $35,450 $60,124 $54,974 $77,273 $98,813 $82,085 $108,373 $104,300 $76,163 $66,098
Ratios:
Expenses to average
net assets 0.85% 0.85% 0.85% 0.85%** 0.85% 0.85% 0.85% 0.85% 0.85% 0.85%
Net investment income
to average net assets 5.14% 5.22% 5.48% 4.77%** 3.95% 3.49% 5.63% 7.09% 7.95% 7.20%
Portfolio turnover rate
(excluding short-term
securities) 254.2% 231.0% 261.1% 170.0% 235.0% 538.7% 218.1% 87.0% 63.1% 64.3%
</TABLE>
<PAGE>
* Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of all distributions
at net asset value.
** Annualized
++ Period from April 1, 1994 to January 31, 1995. Reflects fiscal year end
change from March 31 to January 31.
REQUIRED VOTE
The affirmative vote of a majority of the Fund's shares entitled to
vote at the meeting is required to approve the Liquidation Plan and Articles of
Dissolution. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL OF THE LIQUIDATION PLAN.
William C. Joas
Secretary
Dated: ________________, 1998
<PAGE>
EXHIBIT A
PLAN OF LIQUIDATION AND DISSOLUTION
OF IAI RESERVE FUND
(a) As of 3:00 p.m. of the date of approval of this Plan of Liquidation
and Dissolution by the shareholders of IAI Reserve Fund (the "Fund"),
represented by the Series B Common Stock of IAI Investment Funds VI, Inc., the
Fund will cease to carry on its business. As soon thereafter as possible, the
proper officers of the Fund shall perform such acts, execute and deliver such
documents, and do all things as may be reasonably necessary or advisable to
complete the liquidation and dissolution of the Fund, including, but not limited
to, the following: (i) sell all of the portfolio securities and any and all
other property and assets of the Fund for cash at one or more public or private
sales and at such prices and on such terms and conditions as such officers shall
determine to be reasonable and in the best interests of the Fund and its
shareholders; (ii) to the extent possible, prosecute, settle or compromise all
claims or actions of the Fund or to which the Fund is subject; (iii) file Form
966 with the Internal Revenue Service, together with certified copies of the
directors' and shareholders' resolutions approving this Plan; and (iv) execute
in the name and on behalf of the Fund those contracts of sale, deeds,
assignments, notices and other documents as in the judgment of such officers may
be necessary, desirable or convenient in connection with the carrying out of the
liquidation and dissolution of the Fund. (All references in this Plan of
Liquidation and Dissolution to the "proper officers of the Fund" shall include,
where appropriate, proper officers of the Fund's investment adviser, acting on
behalf of the Fund.)
(b) The proper officers of the Fund then shall apply the assets of the
Fund to the payment, satisfaction and discharge of all existing debts and
obligations of the Fund and distribute in one or more payments the remaining
assets among the shareholders of the Fund, with each shareholder receiving his
or her proportionate share of each payment. All expenses of the liquidation and
dissolution of the Fund, except for brokerage commissions and other expenditures
in connection with the purchase and sale of portfolio securities, interest
expense, and, subject to the specific approval of a majority of the
disinterested directors of a Fund, taxes and extraordinary expenses, if any,
will be borne by Investment Advisers, Inc.
(c) The proper officers of the Fund may, if such officers deem it
appropriate, establish a reserve to meet any contingent liabilities of the Fund,
including all claims or actions to which the Fund is subject, and any amount
that is placed in such reserve shall be deducted from the net assets
distributable to shareholders until the contingent liabilities have been settled
or otherwise determined and discharged.
(d) In the event the Fund is unable to distribute all of the net assets
distributable to shareholders because of the inability to locate shareholders to
whom liquidation distributions are payable, the proper officers of the Fund may
create in the name and on behalf of the Fund a liquidation trust with a
financial institution and, subject to applicable abandoned property laws,
deposit any remaining assets of the Fund in such trust for the benefit of the
shareholders that cannot be located. The expenses of any such trust shall be
charged against the assets held therein.
(e) On the date of approval of this Plan of Liquidation and Dissolution
by Fund shareholders, the proper officers of the Fund shall file Articles of
Amendment to the Amended and Restated Articles of Incorporation, in the form
attached hereto, reflecting the dissolution of the Fund with the Secretary of
State of the State of Minnesota in accordance with Minnesota law.
<PAGE>
IAI RESERVE FUND
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints William C. Joas, Susan J. Haedt and Steven G.
Lentz, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
IAI Reserve Fund (the "Fund"), held by the undersigned at a special meeting of
shareholders of the Fund to be held on September 23, 1998, and at any
adjournments thereof, with all the powers the undersigned would possess if
present in person. All previous proxies given with respect to the meeting are
revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. To vote: FOR ________ AGAINST ________ ABSTAIN ________ approval of
the Plan of Liquidation and Dissolution.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the special meeting or any adjournments or
postponements thereof.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTER. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE
ITEM. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE
ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.
Dated:____________________________, 1998
________________________________________
________________________________________
IMPORTANT: Please date and sign this
Proxy. If the stock is held jointly,
signature should include both names.
Executors, administrators, trustees,
guardians, and others signing in a
representative capacity should give
their full title as such.
