SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[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 Rule 14a-11(c) or Rule 14a-12
The New America High Income Fund, Inc.
--------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
10 Winthrop Square, Fifth Floor
Boston, Massachusetts 02110
April 17, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of
Stockholders of The New America High Income Fund, Inc. (the "Fund") to be held
at the Goodwin, Procter & Hoar LLP Conference Center, Second Floor, Exchange
Place, Boston, Massachusetts 02109, on Tuesday, May 26, 1998 at 3:30 p.m.
We hope that you will be able to attend the meeting. Whether or not you
plan to attend the meeting and regardless of the number of shares you own, it is
important that your shares be represented. You are urged to complete, sign and
date the enclosed proxy card and return it in the enclosed postage-paid envelope
as soon as possible to assure that your shares are represented at the meeting.
Sincerely,
Robert F. Birch
President
IMPORTANT
It is important that your shares be represented at the Annual Meeting. Whether
or not you plan to attend the Annual Meeting in person, you are requested to
complete, sign and return the enclosed proxy card as soon as possible. You may
withdraw your proxy if you attend the Annual Meeting and desire to vote in
person.
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Tuesday, May 26, 1998
------------------------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of The New
America High Income Fund, Inc., a Maryland corporation (the "Fund"), will be
held at the Goodwin, Procter & Hoar LLP Conference Center, Second Floor,
Exchange Place, Boston, Massachusetts, on Tuesday, May 26, 1998 at 3:30 p.m.,
for the following purposes:
1. To elect six Directors of the Fund, two of whom shall be elected by the
holders of the Fund's Series A Series B and Series C Auction Term
Preferred Stock (collectively, the "ATP"), and the remainder of whom
shall be elected by the holders of the Fund's Common Stock and the Fund's
ATP, to hold office until the next annual meeting of stockholders and
until their successors shall have been duly elected and qualified.
2. To ratify the selection of Arthur Andersen LLP as independent public
accountants of the Fund for the year ending December 31, 1998.
3. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
The matters referred to above may be acted upon at the Annual Meeting or any
adjournments thereof.
The close of business on April 14, 1998 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Annual Meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. HOLDERS OF THE
FUND'S COMMON STOCK SHOULD SIGN AND RETURN THE WHITE PROXY. HOLDERS OF THE
FUND'S AUCTION TERM PREFERRED STOCK SHOULD SIGN AND RETURN THE YELLOW PROXY.
By Order of the Board of Directors
Richard E. Floor
Secretary
April 17, 1998
Boston, Massachusetts
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
10 Winthrop Square, Fifth Floor
Boston, Massachusetts 02110
(617) 350-8610
------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 26, 1998
------------------------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of The New America High Income
Fund, Inc., a Maryland corporation (the "Fund"), for use at the Fund's Annual
Meeting of Stockholders (the "Annual Meeting") to be held at the Goodwin,
Procter & Hoar LLP Conference Center, Second Floor, Exchange Place, Boston,
Massachusetts on Tuesday, May 26, 1998 at 3:30 p.m. and at any and all
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting dated April 17, 1998.
This Proxy Statement and the accompanying Notice of Annual Meeting and
form of proxy will be first sent to stockholders on or about April 17, 1998. The
Board of Directors has fixed the close of business on April 14, 1998 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting. As of the record date, ________ shares of the Fund's
Common Stock, $.01 par value per share (the "Common Stock"), were issued and
outstanding and 6,000 shares of the Fund's Auction Term Preferred Stock (the
"ATP"), $1.00 par value per share, liquidation preference $25,000 per share,
were issued and outstanding, consisting of 2,400 shares of ATP Series A, 1,600
shares of ATP Series B and 2,000 shares of ATP Series C. Each outstanding share
of Common Stock and each outstanding share of ATP is entitled to one vote on all
matters submitted to stockholders at the Annual Meeting of the relevant class or
classes as described below. The Fund does not know of any person who
beneficially owned more than 5% of the outstanding shares of the Common Stock or
ATP at April 1, 1998.
If the accompanying form of proxy is properly executed and returned in
time to be voted at the Annual Meeting, the shares represented thereby will be
voted in accordance with the instruction marked thereon by the stockholder.
Executed proxies that are unmarked will be voted (1) for the election of the
applicable nominees named herein as Directors of the Fund, (2) for the proposal
to ratify the selection of Arthur Andersen LLP as independent public accountants
of the Fund for the year ending December 31, 1998, and (3) in the discretion of
the persons named as proxies in connection with any other matter which may
properly come before the Annual Meeting or any adjournments thereof. Under
Maryland law, abstentions do not constitute a vote "for" or "against"
1
<PAGE>
a matter and will be disregarded in determining the "votes cast" for purposes of
Proposals One and Two. Abstentions will, however, be counted as shares present
at the Meeting for purposes of a quorum. Broker "non-votes" (i.e., proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other person entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as abstentions. A stockholder may revoke
his or her proxy prior to its use by appearing at the Annual Meeting and voting
in person, by giving written notice of such revocation to the Secretary of the
Fund or by returning a subsequently dated proxy. Holders of Common Stock should
sign and return the white proxy. Holders of ATP should sign and return the
yellow proxy.
In the event a quorum is not present at the Annual Meeting or in the
event a quorum is present at the Annual Meeting but sufficient votes to approve
any of the proposals are not received, the persons named as proxies may propose
one or more adjournments of the Annual Meeting to permit further solicitation of
proxies, provided that such persons determine such an adjournment and additional
solicitation is reasonable and in the interest of stockholders. A stockholder
vote may be taken on any proposal in this Proxy Statement prior to such
adjournment if sufficient votes have been received and such vote is otherwise
appropriate. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Annual Meeting in person or by proxy.
In addition to the solicitation of proxies by mail, Directors and
officers of the Fund or other representatives of the Fund may also solicit
proxies by telephone or telegraph or in person. The Fund may also retain a proxy
solicitation firm to assist in the solicitation of proxies. The costs of
retaining such a firm, which the Fund does not anticipate would exceed $ ______,
would depend upon the amount and type of services rendered and would be borne by
the Fund. The costs of proxy solicitation and expenses incurred in connection
with preparing this Proxy Statement and its enclosures will be paid by the Fund.
The Annual Report of the Fund for the year ended December 31, 1997,
including financial statements, was mailed to stockholders of record on February
10, 1998. If you did not receive the Annual Report or if you would like to
request another copy you may call the Fund collect at 617-350-8610.
THE INVESTMENT ADVISER
AND ADMINISTRATIVE SERVICES
Wellington Management Company, LLP with its principal office at 75
State Street, Boston, Massachusetts 02109, has served as the investment adviser
to the Fund since February 19, 1992. Since February 1992 the Fund has engaged
Ellen E. Terry to perform administrative services. Since February 1992 the Fund
has also engaged Paul E. Saidnawey to provide certain related administrative
services subject to the supervision of the President of the Fund and Ms. Terry.
2
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The stockholders of the Fund are being asked to elect the following six
nominees as Directors of the Fund, to serve as such until the next annual
meeting of the Fund's stockholders and until their successors shall have been
duly elected and qualified. The six nominees named below are presently serving
as Directors of the Fund. All shares represented by valid proxies will be voted
in the election of Directors for the applicable nominees named below, unless
authority to vote for a particular nominee is withheld. Each nominee has agreed
to serve as a Director if elected. If any such nominee is not available for
election at the time of the Annual Meeting, the persons named as proxies will
vote for such substitute nominee as the Board of Directors may recommend.
Under the terms of the Fund's charter, the holders of the ATP are
entitled as a class, to the exclusion of the holders of the Common Stock, to
elect two Directors of the Fund. For this purpose both series of ATP vote
together as a single class. Joseph L. Bower and Bernard J. Korman have been
nominated as the Directors to be elected by the holders of the ATP. The Fund's
charter further provides for the election of the other four nominees named below
by the holders of the Common Stock and the holders of both series of the ATP,
voting together as a single class. A plurality of all the votes cast at a
meeting at which a quorum is present is sufficient to elect a Director. Election
of Directors is non-cumulative; accordingly, holders of a majority of the
outstanding shares of the relevant class or classes represented at the Annual
Meeting in person or by proxy may elect all of the Directors who are subject to
election by such class or classes.
3
<PAGE>
The nominees for election to the Board of Directors are as follows:
Number of
Shares of
Common
Stock
Beneficially
Owned at
Position(s) Director March 1,
Name with the Fund Age Since 1998(1)(2)
---- ------------- --- ----- ----------
Preferred Stock Nominees
- ------------------------
Joseph L. Bower Director 59 1988 0
Bernard J. Korman Director 66 1987 [164,437]
Common Stock Nominees
- ---------------------
Robert F. Birch* Director and President 62 1992 [40,974]
Richard E. Floor* Director and Secretary 57 1987 [4,800(3)]
Franco Modigliani Director 79 1988 0
Ernest E. Monrad Director 67 1988 [56,334(4)]
- -----------------
* Messrs. Birch and Floor are deemed to be "interested persons" of the Fund,
as defined in the investment Company Act of 1940, as amended (the "1940
Act"). Mr. Birch is the President of the Fund. Mr. Floor is the Secretary
of the Fund and a partner, through his professional corporation, of
Goodwin, Procter & Hoar LLP, counsel to the Fund.
(1) The amounts shown are based on information furnished by the nominee. Except
as otherwise indicated, each person has sole voting and investment power
with respect to the shares indicated.
Fractional shares are rounded to the nearest whole share.
[(2) No Director is the beneficial owner of more than 1% of the Common Stock
outstanding.
(3) The shares indicated are owned by the Richard E. Floor Profit Sharing
Trust, as to which Mr. Floor has sole voting and investment power as
trustee.
(4) Includes [32,488] shares owned by Mr. Monrad's spouse and [7,037] shares
held by Mr. Monrad as a fiduciary for unrelated persons. Mr. Monrad
disclaims beneficial ownership of all shares held by his spouse and the
shares he holds as a fiduciary.]
As of March 1, 1998, all of the executive officers and Directors of the
Fund as a group (seven persons) beneficially owned [270,834.726] shares of
Common Stock, or less than 1% of the outstanding shares of Common Stock. No
officer or Director of the Fund owns shares of the Fund's ATP.
4
<PAGE>
Preferred Stock Nominees
Joseph L. Bower has been associated with the Harvard Business School as
a professor since 1963, as Donald K. David Professor of Business Administration
since 1986, and as Chairman of the Doctoral Programs since 1990. Mr. Bower has
also been a member and research fellow at the Institute of Politics since 1966
and a faculty member of the Kennedy School of Government since 1969. He is a
director of Anika Research, Inc., Sonesta International Hotels Corporation and
Brown Group, Inc., and is a general partner of ML-Lee Acquisition Fund, L.P.
Bernard J. Korman is Chairman of the Board of Directors of Graduate
Health System, Inc. and Nutramax Products, Inc., and is a director of InnoServ
Technologies, Inc. (medical equipment support services), Kapson Senior Quarters
Corp. (assisted living services), Kranzco Realty Trust, Omega Healthcare
Investors, Inc. (real estate investment trust), The Pep Boys, Inc. (automotive
supplies), and Today's Man, Inc. (retail men's clothing sales). Mr. Korman
served as President, Chief Executive Officer and a director from 1977 to 1995 of
MEDIQ Incorporated (healthcare services).
Common Stock Nominees
Robert F. Birch is a private investor. Mr. Birch served as Chairman and
Chief Executive Officer of Memtek Corporation, a manufacturer of capital
equipment utilized in the treatment of liquid toxic waste, from 1990 to July
1991, and was associated with Finn Wishengrad Warnke & Gayton, a consulting firm
specializing in work-outs of financially distressed companies, from 1988 through
1989. Prior to that time, Mr. Birch was President and Chief Executive Officer of
Gardner and Preston Moss, Inc., a Boston-based investment management firm.
Richard E. Floor has been a partner with the law firm of Goodwin,
Procter & Hoar LLP, Boston, Massachusetts, since 1975 (individually and through
his professional corporation). Mr. Floor also serves as a director of Town &
Country Corporation and Affiliated Managers Group, Inc.
Franco Modigliani has been Professor of Finance and Economics from 1962
to 1970, Institute Professor from 1970 to 1988, and Professor Emeritus and
Lecturer since 1988, at the Massachusetts Institute of Technology. Mr.
Modigliani is a member of the National Academy of Sciences, the American Academy
of Arts and Sciences, and the Academia dei Lincei. In 1985 he was awarded the
James Killian, Jr. Faculty Achievement Award from MIT and the Alfred Nobel
Memorial Prize in Economic Sciences. He is an Honorary President of the
International Economic Association and a former President of the American
Economic Association, the American Finance Association and the Econometric
Society. He has also served as a consultant to the Federal Reserve System, the
U.S. Treasury Department and a number of European banks.
Ernest E. Monrad has been a Trustee since 1960 and Chairman of the
Trustees since 1969 of Northeast Investors Trust, and the Chairman, Assistant
Treasurer and a director since 1981 of Northeast Investors Growth Fund. Mr.
Monrad also serves as a vice president and director of Guild, Monrad & Oates,
Inc., a registered investment adviser, and is a director of Century Shares Trust
and Furman Lumber, Inc.
5
<PAGE>
During the year ended December 31, 1997, the Directors of the Fund met
eight times. During such year each Director was present at least 75% of the
meetings held by the Board. The Board of Directors has one committee, an Audit
Committee. The Audit Committee is responsible for conferring with the Fund's
independent accountants, reviewing the scope and procedures of the year-end
audit, reviewing annual financial statements and recommending the selection of
the Fund's independent accountants. The Audit Committee is presently comprised
of Messrs. Bower, Korman, Modigliani and Monrad. The Audit Committee met one
time in 1997, with each member attending such meeting. The Board of Directors
does not have any standing nominating committee or compensation committee.
Executive Officer
Ellen E. Terry, Vice President and Treasurer of the Fund, is the only
executive officer of the Fund not named in the table above. Ms. Terry, age 38,
served as Acting President and Treasurer of the Fund from October 1991 through
February 18, 1992, and as Vice President of the Fund prior to such time. From
1987 through February 1992, Ms. Terry was employed by Ostrander Capital
Management, L.P., a former investment adviser of the Fund. Prior to joining
Ostrander Capital Management, Ms. Terry was employed by Fidelity Investments.
Remuneration of Directors
The Fund pays each Director a fee of $20,000 per year plus $2,000 per
Directors' meeting attended in person and $1,000 per telephonic Directors'
meeting in which the Director participates, together with actual out-of-pocket
expenses relating to attendance at such meetings. In addition, Mr. Birch
received a fee of $56,667 for his services rendered to the Fund in his capacity
as President for the calendar year ended December 31, 1997, and currently
receives an annual retainer of $50,000 for his services to the Fund as
President. The members of the Fund's Audit Committee, which consists of the
Fund's non-interested Directors, receive $2,000 for each Audit Committee meeting
attended, other than meetings held on days on which there is also a Directors'
meeting. Directors of the Fund received for the fiscal year ended December 31,
1997 aggregate remuneration of $198,000 exclusive of compensation paid to Mr.
Birch for his services rendered to the Fund in his capacity as President. The
following table summarizes the compensation paid to the Directors and officers
of the Fund for the fiscal year ended in 1997. The Fund does not provide
remuneration in the form of pension or retirement benefits to any of its
Directors.
6
<PAGE>
Pension or
Retirement
Benefits Estimated
Name of Aggregate Accrued As Annual Total
Director Compensation Part of Fund Benefits Upon Compensation
or Officer from Fund Expenses Retirement from Fund *
---------- --------- -------- ---------- -----------
Robert F. Birch $ 89,667 none none $ 89,667
Joseph L. Bower $ 33,000 none none $ 33,000
Richard E. Floor $ 33,000 none none $ 33,000
Bernard J. Korman $ 33,000 none none $ 33,000
Franco Modigliani $ 33,000 none none $ 33,000
Ernest E. Monrad $ 33,000 none none $ 33,000
Ellen E. Terry $104,588 none none $104,588
* Of this amount, $ 56,667 was paid for service as President and $ 33,000 was
paid for service as a Director.
The Board of Directors recommends that stockholders vote FOR the election of the
six nominees to the Fund's Board of Directors.
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Arthur Andersen LLP as
independent public accountants for the Fund for the year ending December 31,
1998. Stockholders are being asked to ratify the selection of Arthur Andersen
LLP to perform audit services for the Fund. Approval of this proposal requires
the affirmative vote of a majority of the votes cast at the meeting.
Arthur Andersen LLP has acted as independent public accountants for the
Fund since the Fund's first audit in February 1988. The services provided by
Arthur Andersen LLP consist of the examination of the Fund's annual financial
statements, assistance and consultation in connection with Securities and
Exchange Commission filings, and the review of tax and certain compliance
matters on behalf of the Fund.
Arthur Andersen LLP is not expected to be represented at the Annual
Meeting, but a representative of that firm will be available by telephone should
the need for consultation arise.
The Board of Directors, including those Directors who are not
interested persons of the Fund, recommends a vote FOR the ratification of the
selection of Arthur Andersen LLP as independent public accountants of the Fund
for the year ending December 31, 1998.
7
<PAGE>
OTHER MATTERS
The Directors do not intend to present any other business at the Annual
Meeting nor are they aware that any stockholder intends to do so. If, however,
any other matters are properly brought before the annual Meeting, the persons
named in the accompanying proxy will vote thereon in accordance with their
judgment.
STOCKHOLDER PROPOSALS
Any proposals of stockholders that are intended to be presented at the
Fund's 1999 Annual Meeting of Stockholders must be received at the Fund's
principal offices no later than December 18, 1998 and must comply with all other
legal requirements in order to be included in the Fund's proxy statement and
form of proxy for that meeting.
Boston, Massachusetts
April 17, 1998
8
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
Annual Meeting of Stockholders
May 26, 1998
Proxy Solicited on Behalf of Board of Directors
The undersigned holder of shares of Series A, Series B and/or Series C
Auction Term Preferred Stock (collectively, "Auction Term Preferred Stock") of
The New America High Income Fund, Inc., a Maryland corporation (the "Fund"),
hereby appoints ROBERT F. BIRCH and RICHARD E. FLOOR and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Stockholders of the Fund to be held at the Goodwin,
Procter & Hoar LLP Conference Center, Second Floor, Exchange Place, Boston,
Massachusetts 02109 on Tuesday, May 26, 1998 at 3:30 P.M., and at any and all
adjournments thereof, and thereat to vote all shares of the Auction Term
Preferred Stock of the Fund which the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally present, in
accordance with the instructions on this proxy.
Please mark boxes in blue or black ink.
1. A. GRANTING [ ] WITHHOLDING [ ] authority to vote for the election as
Directors of all the Auction Term Preferred Stock nominees listed below.
Joseph L. Bower and Bernard J. Korman
B. GRANTING [ ] WITHHOLDING [ ] authority to vote for the election as
Directors of all the nominees listed below.
Robert F. Birch, Richard E. Floor, Franco Modigliani and Ernest E. Monrad
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name.)
2. With respect to the proposal to ratify the selection of Arthur Andersen
LLP as independent public accountants of the Fund for the year ending
December 31, 1998.
[ ] FOR [ ] WITHHOLD [ ] ABSTAIN
3. In their discretion, on such other matters as may properly come before
the meeting and any adjournments thereof.
(Continued and to be signed and dated on the reverse side.)
<PAGE>
___________________________________, 1998
Date
__________________________________________
Signature
__________________________________________
Signature
Please sign exactly as name or names
appear on this proxy. If stock is held
jointly, each holder should sign. If
signing as attorney, trustee, executor,
administrator, custodian, guardian or
corporate officer, please give full title.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS, FOR THE PROPOSAL SET FORTH ABOVE, AND
IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY
PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT.
<PAGE>
THE NEW AMERICA HIGH INCOME FUND, INC.
Annual Meeting of Stockholders -- May 26, 1998
Proxy Solicited on Behalf of the Board of Directors
The undersigned holder of shares of Common Stock of the New America
High Income Fund, Inc., a Maryland corporation (the "Fund"), hereby appoints
ROBERT F. BIRCH and RICHARD E. FLOOR and each of them, with full power of
substitution and revocation, as proxies to represent the undersigned at the
Annual Meeting of Stockholders of the Fund to be held at the Goodwin, Procter &
Hoar LLP Conference Center, Second Floor, Exchange Place, Boston, Massachusetts
02109 on Tuesday, May 26, 1998 at 3:30 P.M., and at any and all adjournments
thereof, and thereat to vote all shares of the Common Stock of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse
side. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a cooperation, this signature should be that
of an authorized officer who should state his or her title.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
(Continued on other side)
<PAGE>
(Continued from other side)
PLEASE MARK VOTES IN BOXES
1) Election as Directors of all the nominees below.
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
Robert F. Birch, Richard E. Floor,
Franco Modigliani, and Ernest E. Monrad
(Instructions: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the nominee's name.)
2) With respect to the proposal to ratify the selection of Arthur
Andersen LLP as independent public accountants of the Fund for
the year ending December 31, 1998
[ ] FOR [ ] WITHHOLD [ ] ABSTAIN
3) In their discretion, on such other matters as may properly
come before the meeting and any adjournment thereof.
Please be sure to sign and date this Proxy.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY
WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS, FOR THE PROPOSAL SET FORTH
ON THE REVERSE, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER
MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT.
____________________________________, 1998
Date
__________________________________________
Shareholder sign here
__________________________________________
Co-owner sign here
