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:
/ / Confidential, for Use
/ / Preliminary Proxy Statement Commission Only (as
/x/ Definitive Proxy Statement permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Advance Capital I, Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Kathy J. Harkleroad
------------------------------------------------
(Name of Person Filing Proxy Statement)
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)
(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
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, of 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>
ADVANCE CAPITAL I, INC. CLASS D SHARES
(LONG TERM INCOME FUND)
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
To Be Held on Friday, August 15, 1997
- -----------------------------------------------------------------
A Special Meeting of Shareholders of the Class D shares of
ADVANCE CAPITAL I, INC. (the Company), which shares represent
ownership interest in the Long Term Income Fund (the Fund), will
be held at the offices of the Company, One Towne Square, Suite
444, Southfield, Michigan 48076, on August 15, 1997 at 10:00
A.M. (Eastern Daylight Time). The following matters will be
acted upon at that time:
1. To approve or disapprove the liquidation and dissolution of
the Fund;
2. To transact such other business as may properly come before the
meeting and any adjournments thereof.
Shareholders of record at the close of business on June 30,
1997, are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Kathy J. Harkleroad, Secretary
One Towne Square, Suite 444
Southfield, Michigan 48076
July 15, 1997
- -----------------------------------------------------------------
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING,
PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED
PROXY IN THE POSTAGE PAID RETURN ENVELOPE ENCLOSED, SO THAT A
QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES MAY BE
VOTED. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO
SIGN YOUR PROXY CARD AND RETURN IT. THE PROXY IS REVOCABLE AT
ANY TIME PRIOR TO ITS USE AT THE MEETING. IF YOU RETURN YOUR
SIGNED PROXY WITHOUT VOTING INSTRUCTIONS, YOUR SHARES WILL BE
VOTED IN FAVOR OF THE PROPOSALS DESCRIBED IN THIS PROXY
STATEMENT.
<PAGE>
ADVANCE CAPITAL I, INC.
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF CLASS D SHARES
(LONG TERM INCOME FUND)
TO BE HELD ON FRIDAY, AUGUST 15, 1997
INTRODUCTION
This proxy statement is furnished in connection with the
solicitation by the Board of Directors (the Board) of Advance Capital I,
Inc. (the Company) of proxies to be voted at a Special Meeting of
Shareholders (the Meeting) of the Class D shares, representing the Long
Term Income Fund portfolio (the Fund) of the Company, to be held at the
headquarters of the Company, One Towne Square, Suite 444, Southfield,
Michigan 48076 on August 15, 1997 at 10:00 A.M. (Eastern Daylight Time),
and at any adjournments thereof, for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders. This notice was
first mailed to shareholders on or about July 15, 1997. A notice of the
Meeting and a proxy form accompany this Proxy Statement.
At the Meeting, shareholders will be asked to approve the
liquidation and dissolution of the Fund. The Board of Directors
recommends that you vote "For" the liquidation and dissolution
of the Fund.
All shares represented by the enclosed proxy will be voted in the
manner specified therein. If you sign, date and return the proxy form,
but give no voting instructions, the duly appointed proxies will vote
your shares in favor of the proposal described in this proxy statement,
and they may, in their discretion, vote upon such other matters as may
come before the Meeting. Any person giving a proxy may revoke it at any
time prior to its use by giving written notice of such revocation to the
Fund prior to the Meeting (at P.O. Box 3144, Southfield, Michigan 48037),
by delivering a subsequently dated proxy to the Fund prior to the Meeting,
or by attending the Meeting and voting in person. Proxies will be solicited
principally by mail, but officers of the Company or agents appointed by the
Company may also solicit proxies by telephone or telegraph.
The Board of Directors has fixed the close of business on
June 30, 1997 as the record date (Record Date) for the determination of
the shareholders entitled to notice of and to vote at the Meeting or any
adjournment thereof. Each Fund share and each fractional share outstanding
at the close of business on June 30, 1997, is entitled to one vote for each
full share held and a fractional vote for each fractional share held on
each matter. As of May 30, 1997, 113,479 Class D shares with a $.001 par
value were outstanding. The vote of a majority of the outstanding voting
securities of the Fund is necessary to determine Proposal (1). A "majority"
is defined by the Investment Company Act of 1940 as the vote, "(A) of 67
per centum or more of the voting securities present at such meeting, if the
holders of more than 50 per centum of the outstanding voting securities of
such company are present or represented by proxy; or (B) of more than 50
per centum of the outstanding voting securities of such company whichever
is the less." Abstentions are counted for purposes of determining whether a
quorum is present, but do not represent votes cast with respect
to any Proposal.
The Fund's Annual Report for the year ended December 31, 1996,
including a financial statement, has been sent to all shareholders of
record on or about February 28, 1997. A COPY OF THE FUND'S ANNUAL REPORT
WILL BE AVAILABLE TO ANY SHAREHOLDER, WITHOUT CHARGE, UPON WRITTEN REQUEST
TO ADVANCE CAPITAL I, Inc., One Towne Square, Suite 444, Southfield,
Michigan 48076 Attention: K. Harkleroad, Secretary, OR BY TELEPHONE, TOLL
FREE, AT 800 345-4783.
In the event that a quorum is not represented at the Meeting or at any
adjournment thereof, or, even if a quorum is so represented, in the event
that sufficient votes in favor of any of the proposals set forth in the
Notice of the Special Meeting 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 (but
not more than 120 days after the original record date for the Meeting), and
further solicitation of proxies may be made without the
<PAGE>
necessity of further notice. The persons named as proxies will vote in favor
of any such adjournment if such proxies instruct them to vote in favor of any
of the proposals to be considered at the adjourned meeting, and will vote
against any such adjournment if such proxies instruct them to vote against
or to abstain from voting on all of the proposals to be considered at the
adjournment meetings.
PRINCIPAL STOCKHOLDERS
As of May 30, 1997 the following individuals were known to own of
record or beneficially 5 percent or more of the outstanding shares of
the Fund:
<TABLE>
<CAPTION>
Name and Address Shares Percent
---------------- ------ -------
<S> <C> <C> <C>
Class D Sarah M. Beechler 5,899 5.2
2814 Briarcliff
Ann Arbor, MI 48105
Russell A. Bobcean 8,823 7.8
Donna Marie Bobcean
7271 Reams Road
Alanson, MI 49706
Cecile E. Carter 8,143 7.2
365 Sand Point
Mead, OK 73449
Dennis J. Casey 6,344 5.6
811 East Pointe
Port Huron, MI 48060
Ann F. Mienaltowski 8,349 7.4
13573 Kingsville
Sterling Heights, MI 48312
Gerald R. Rice 8,668 7.6
202 North Burgess
West Branch, MI 48661
Elden A. Rutenbar 6,415 5.7
17300 Delaware
Redford, MI 48240
Susan M. Willmer 6,677 5.9
5811 Cabrena
Lansing, MI 48917
</TABLE>
As of May 30, 1997, no shares of the Fund were beneficially owned
by the Directors or Executive Officers of the Company.
<PAGE>
PROPOSAL I: PROPOSAL TO LIQUIDATE THE ASSETS AND DISSOLVE THE FUND
THE LIQUIDATION IN GENERAL
The Fund proposes to liquidate the assets and dissolve the Fund
pursuant to the provisions of a Plan of Liquidation and Termination (the
Plan) as authorized and directed by the Board of Directors at a meeting
held on May 2, 1997. The Plan provides for the complete liquidation of
all of the assets of the Fund. At the May 2, 1997 board meeting, the
Directors determined that (i) in order to anticipate and meet redemption
requests by shareholders prior to the Special Meeting, and (ii) to decrease
the probability of having to sell portfolio securities at unfavorable
prices, Advance Capital Management, Inc. (the Advisor) may begin to
liquidate the Fund's assets as it deems appropriate and in the best
interests of the shareholders of the Fund. If the Plan is approved, the
Advisor will undertake to liquidate the remainder of the Fund's assets at
market prices and on such terms and conditions as the Advisor shall
determine to be reasonable and in the best interests of the Fund and its
shareholders. In the event the Plan is not adopted, the Directors will
consider what action, if any, should be taken, including the indefinite
suspension of future sales of Fund shares. A copy of the Form of the Plan
is attached to this Proxy Statement as Exhibit A.
REASONS FOR THE LIQUIDATION
The Advance Capital I, Inc. Long Term Income Fund (the Fund) is one
of five series of Advance Capital I, Inc. (the Company). At June 30, 1997
the Fund had an aggregate net asset value of $1,148,574. The Company is
organized under Maryland law and registered under the Investment Company
Act of 1940 (the Investment Company Act). The Fund commenced operations
on January 1, 1993. On May 2, 1997 the Fund's Board of Directors,
including all of the Directors who are not "interested persons" of the Fund
(as that term is defined in the Investment Company Act), held a meeting
at which there was a thorough analysis and discussion of the benefits
and detriments of continuing the Fund's operations, including possible
alternatives to a liquidation. At the conclusion of that discussion, the
Board unanimously adopted resolutions declaring the proposed liquidation and
termination of the Fund advisable and directing that the proposal be
submitted to the shareholders for consideration. Several factors,
including those described below, influenced the Directors' determination
that the Fund be liquidated and terminated.
Prior to the May 2, 1997 board meeting, the Directors had been
advised by the Advisor and Advance Capital Services, Inc. (the Distributor)
that the continued operation of the Fund at its current size was not
economically feasible for the shareholders. At the May 2, 1997 board
meeting, the Advisor stated that it had reviewed the following possible
alternatives for the Fund: (i) continuation of the Fund with increased
efforts to sell additional Shares of the Fund thereby increasing the
Fund's assets; (ii) the merger or sale of the Fund into a similar investment
company; and (iii) prompt liquidation of the Fund. The Advisor and the
Distributor reported to the Directors that they had considered the
viability of each alternative and had concluded that a prompt liquidation
of the Fund was the only reasonably viable alternative consistent with
the best interests of the shareholders of the Fund at this time even
though liquidation of the Fund would be a taxable transaction for some of
the shareholders. SEE "FEDERAL INCOME TAX CONSEQUENCES" INCLUDING A
DISCUSSION OF CERTAIN TAX-DEFERRED ACCOUNTS BELOW. The Distributor was
not confident that any marketing efforts under current circumstances
would increase the Fund's size sufficiently to continue its operations.
The Advisor reported that it found the merger or sale of the Fund into
a similar investment company not to be a realistic alternative due to the
relatively small amount of assets under management in the Fund and the
fact that the Advisor could not provide assurance to any potential merging
or acquiring fund that the Fund's assets would remain in the Fund. The
Adviser also stated that it was its intent to reimburse the Fund for the
expenses incurred in connection with carrying out the liquidation of the
Fund's assets other than brokerage commissions incurred on the sale of plan
assets.
<PAGE>
The Advisor and management of the Fund requested that the Board
of Directors consider the liquidation of the Fund pursuant to the Plan.
Based upon the presentation and recommendation, the Board of Directors
concluded that a liquidation of the Fund under the Plan is in the best
interests of the Fund and its shareholders. Upon the liquidation,
shareholders will receive a cash distribution which may be taxable. See
"Federal Income Tax Consequences" below.
PLAN OF LIQUIDATION AND TERMINATION OF THE FUND
The Plan provides for the complete liquidation of all of the
assets of the Fund. If the Plan is approved, the Advisor will undertake
to liquidate the remainder of the Fund's assets at market prices and on
such terms and conditions as the Advisor shall determine to be reasonable
and in the best interests of the Fund and its shareholders. In no event
will any of the portfolio securities owned by the Fund be sold at a price
which is less than the best price available in the public market at the
time of the sale.
LIQUIDATION VALUE
Subject to the approval of the Plan, the Fund's shareholders
will each receive a distribution in an amount equal to the net asset
value per share, as determined in accordance with the Fund's current
Prospectus, as soon as practicable after the consummation of the sale of
all of the Fund's portfolio securities and the payment of or accrual for
all of the Fund's known liabilities and obligations (a Liquidation
Distribution). The Fund shall pay, discharge or otherwise provide for
the discharge of any and all liabilities prior to the Liquidation Date.
However, if the Fund is unable to discharge all of its liabilities prior
to the Liquidation Date as defined in Paragraph 6 of the Plan, it may
retain cash or cash equivalents in an amount believed necessary to
discharge such liabilities. Unpaid liabilities may include income
dividends and capital gain distributions.
None of the shareholders of the Fund will be entitled to exercise
any dissenter's rights or appraisal rights with respect to the liquidation
or dissolution of the Fund. Shareholders will receive the per share net
asset value at the Liquidation Date.
LIQUIDATION DISTRIBUTIONS
At present, the date or dates on which the Fund will pay
Liquidation Distributions to its shareholders and on which the Fund will be
liquidated are not known to the Fund, but it is anticipated that if
shareholders adopt the Plan, the liquidation would occur on or before
September 15, 1997. Shareholders will receive their respective
Liquidation Distributions without any further action on their part.
Under the Plan, the Fund will bear all expenses (Plan Expenses)
incurred by it in connection with carrying out the Plan, including the cost
of preparing Proxy material, soliciting proxies, liquidation and regulatory
expenses, if any. The Advisor has agreed to reimburse the Fund for Plan
expenses, other than brokerage expenses.
UNDER MARYLAND LAW THE RIGHT OF A SHAREHOLDER TO REDEEM HIS OR HER SHARES
OF THE FUND AT ANY TIME HAS NOT BEEN IMPAIRED AND WILL NOT BE IMPAIRED BY
THE ADOPTION OF THE PLAN. THEREFORE, A SHAREHOLDER MAY REDEEM SHARES IN
ACCORDANCE WITH REDEMPTION PROCEDURES SET FORTH IN THE FUND'S CURRENT
PROSPECTUS WITHOUT THE NECESSITY OF WAITING FOR THE FUND TO TAKE ANY ACTION.
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
The following summary provides general information with regard
to the federal income tax consequences to shareholders on receipt of the
Liquidation Distribution from the Fund pursuant to the provisions of the
Plan. This summary also discusses the effect of federal income tax
provisions on the Fund resulting from its liquidation, termination and
dissolution; however, the Fund has not sought a ruling from the Internal
Revenue Service (the IRS) with respect to the liquidation of the Fund.
This summary of the federal income tax consequences is generally
applicable to shareholders who are individual United States citizens and
does not address the particular federal income tax consequences that may
apply to shareholders that are, for example, corporations, trusts, estates,
tax exempt organizations or nonresident aliens. Nor does this summary
address state or local tax consequences. The tax consequences discussed
herein may affect shareholders differently depending upon their particular
tax situations unrelated to the Liquidation Distribution, and accordingly,
this summary is not a substitute for careful tax planning on an individual
basis. Shareholders are encouraged to consult their personal tax advisers
concerning their particular tax situations and the impact thereon of
receiving the Liquidation Distribution.
As discussed above, pursuant to the Plan, the Fund will sell
its assets and distribute the proceeds to its shareholders. The Fund
anticipates that it will retain its qualification as a regulated
investment company under the Internal Revenue Code of 1986, as amended
during the liquidation period and will not be taxed on any of its net
income realized from the sale of its assets.
A shareholder's receipt of the Liquidation Distribution will be
a taxable event in which the shareholder will be treated as having sold
his or her shares of the Fund in exchange for an amount equal to the
Liquidation Distributions that he or she receives. Each shareholder
will recognize gain or loss measured by the difference between the
adjusted tax basis in the shares and the Liquidation Distribution received
from the Fund. Assuming the shares are held as capital assets, the gain
or loss attributable to shares held for more than one year will constitute
a long-term capital gain or loss, while a capital gain or loss attributable
to shares held for not more than one year will constitute a short-term
capital gain or loss. Shareholders should also be aware that the Fund
is required to withhold 31 percent of Liquidation Distribution proceeds
payable to any individual and certain other non-corporate shareholders
who do not provide the Fund with a correct taxpayer identification number.
FEDERAL INCOME TAX CONSEQUENCES TO INDIVIDUAL RETIREMENT ACCOUNTS
The receipt of a portion of the Liquidation Distribution by an
Individual Retirement Account (IRA) which holds Fund shares generally will
not be treated as a taxable event. Shareholders whose Fund investments are
held in IRAs are encouraged to consult their personal tax advisers regarding
the tax consequences of such distributions.
CONCLUSION
THE DIRECTORS RECOMMEND VOTING FOR THE ABOVE PROPOSAL. IN THE
EVENT THE PLAN IS NOT ADOPTED, THE DIRECTORS WILL CONSIDER WHAT ACTION, IF
ANY, SHOULD BE TAKEN.
PROPOSAL 2: OTHER BUSINESS
The Directors are not aware of any matters to be presented at
the Meeting other than those set forth in this proxy statement. If any
other business should come before the meeting, the persons named in the
accompanying proxy will vote thereon in accordance with their best judgment.
<PAGE>
FUND MANAGEMENT
The Fund's investment adviser is Advance Capital Management,
Inc. The Fund's administration and transfer agent is Advance Capital
Group, Inc. The Fund's distributor is Advance Capital Services, Inc.
The address of each of the three companies is One Towne Square,
Suite 444, Southfield, Michigan 48076.
SHAREHOLDERS PROPOSALS
In the event that the Fund is not liquidated and dissolved, any
proposals of shareholders which are intended to be presented at the annual
meeting of the shareholders of the Company, to be held in 1998, must be
received by the Company for inclusion in the proxy statement and form of
proxy relating to that meeting on or before March 1, 1998.
If you have any questions with respect to the material in this Proxy
Statement, please contact Advance Capital Group, Inc. at (800) 345-4783.
By Order of the Board of Directors
Kathy J. Harkleroad, Secretary
July 15, 1997
<PAGE>
EXHIBIT A
PLAN OF LIQUIDATION AND TERMINATION
FOR
THE ADVANCE CAPITAL I, INC. CLASS D SHARES
(LONG TERM INCOME FUND)
This Plan of Liquidation and Termination (the Plan) of the
Advance Capital I, Inc. (the Company) Long Term Income Fund (the Fund),
one of five series of securities of the Company, a corporation organized
and existing under the laws of the State of Maryland and registered as an
open-end, management investment company under the Investment Company Act
of 1940, as amended (the Investment Company Act), is intended to accomplish
the complete liquidation and dissolution of the Fund in conformity with the
provisions of the Company's Articles of Incorporation, By-Laws and Maryland
law.
1. Effective Date of Plan. The Plan shall become effective
only upon shareholder approval of the liquidation and dissolution of the
Fund. The date of such approval is hereinafter called the
"Effective Date."
2. Cessation of Business. After the Effective Date, the Fund
shall cease its operations and thereafter shall not engage in any business
activities except for the purposes of liquidating and preserving the value
of its assets and distributing its assets to shareholders in accordance
with the provisions of the Plan after the payment to (or reservation of
assets for payment to) all creditors of the Fund.
3. Restriction of Transfer and Redemption of Shares. The
interests of shareholders in the assets of the Fund shall be fixed on the
basis of their shareholdings at the close of business on the Effective Date.
On the Effective Date, the books of the Fund shall be closed.
4. Liquidation of Assets. As soon as it is reasonable and
practicable after the Effective Date, all portfolio securities of the Fund
not already converted to cash or cash equivalents shall be converted to
cash or cash equivalents.
5. Payments of Debts. As soon as practicable after the
Effective Date, the Fund shall determine and shall pay (or reserve
sufficient amounts to pay) the amount of all known or reasonable
ascertainable liabilities of the Fund incurred or expected to be incurred
prior to the date of the liquidating distributions provided for in Section
6 of this Plan.
6. Liquidating Distribution. The Fund shall distribute ratably
among the shareholders of record as of the close of business on the
Liquidation Date, all of the remaining assets of the Fund, except those
reserved as authorized by Section 5 of this Plan, in complete cancellation
and redemption of all the outstanding shares of common stock of the Fund.
7. Filings. As soon as practicable after the Liquidation Date,
the Fund shall file such instruments of dissolution, Articles of Amendment,
Articles Supplementary or other documents, as are necessary to effect the
dissolution of the Fund in accordance with the requirements of the Articles
of Incorporation of the Fund, Maryland Law, the Internal Revenue Code of
1986 as amended, any applicable securities laws, and any rules and
regulations of the Securities and Exchange Commission or any state
securities commission, including, without limitation, withdrawing any
qualification to conduct business in any state in which the Fund is so
qualified, as well as the preparation and filing of any tax returns.
8. Powers of Board and Officers. The Board and the officers of the
Company are authorized to approve such changes to the terms of any of the
transactions referred to herein, to interpret any of the provisions of this
Plan, and to make, execute and deliver such other agreements, conveyances,
assignments, transfers, certificates and other documents and take such other
action as the Board and the officers of the Company deem necessary or desirable
<PAGE>
to carry out the terms of this Plan and to complete the liquidation of the
assets of the Fund in accordance with this Plan and any applicable laws,
rules or regulations.
9. Expenses of the Liquidation and Dissolution. All of the
expenses incurred by the Fund in carrying out this Plan will be borne by
the Fund, whether or not the liquidation contemplated by the Plan is
effected. It is the intent of the investment adviser to reimburse the
Fund for the expenses incurred in connection with carrying out the
liquidation of the Fund's assets other than brokerage commissions incurred
on the sale of plan assets
10. Further Assurances. The Fund shall take such further
action, prior to, at, and after the Liquidation Date, as may be necessary
or desirable and proper to consummate the transactions contemplated by
this Plan.
11. This Plan shall be governed and construed in accordance
with the laws of the State of Maryland.
IN WITNESS WHEREOF, the Board of Directors of the Company has caused this
Plan to be executed by their duly authorized representatives as of
the ____ day of ________, 1997.
ADVANCE CAPITAL I, INC. CLASS D SHARES
(LONG TERM INCOME FUND)
By: /s/ John C. Shoemaker
---------------------
John C. Shoemaker
President
<PAGE>
EDGAR Appendix
This Appendix contains the form of Proxy.
ADVANCE CAPITAL I, INC.
One Towne Square, Suite 444, Southfield, Michigan 48076
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(For the shareholders of the Long Term Income Fund)
The undersigned hereby appoints John C. Shoemaker and Robert J. Cappelli
as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all shares of
common stock of the Long Term Income Fund of Advance Capital I, Inc. held of
record by the undersigned on May 30, 1997, at the Special Meeting of
Shareholders of the Fund to be held on Friday, August 15, 1997 or any
adjournment thereof, with respect to the matters set forth below and
described in the Notice of Special Meeting and Proxy Statement dated
July 15, 1997.
This Proxy when properly executed will be voted in the manner directed
herein by the shareholder. If no direction is made, this proxy will be
voted FOR all proposals.
Please sign exactly as name appears hereon. If a corporation, please
sign in full corporate name by president or other authorized officer. If
a partnership, please sign partnership name by authorized person. When
signing as trustee, please give full title as such.
Dated____________, 1997
__________________________
Signature
__________________________
Signature (If Joint Account)
__________________________
Title (If Applicable)
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes below. If you do not
check a box, your vote will be cast FOR that proposal.
2. Sign and date the PROXY.
3. Please return the signed PROXY promptly using the enclosed postage paid
envelope, even if you plan to attend the meeting.
1. To approve the liquidation and dissolution of the Fund pursuant to a Plan
of Liquidation and Termination.
FOR ______ AGAINST ______ ABSTAIN ______
2. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before this meeting or any adjournment
thereof.
NUMBER
Please indicate at right whether or not you ATTENDING
expect to attend the Special Meeting.
__________
