<PAGE>
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:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
KEMPER INTERMEDIATE GOVERNMENT TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
KEMPER INTERMEDIATE GOVERNMENT TRUST
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[X] 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:
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<PAGE>
KEMPER CLOSED-END FUNDS
120 SOUTH LASALLE STREET CHICAGO, IL 60603
TELEPHONE 1-800-294-4366
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 16, 1995
AND PROXY STATEMENT
April 3, 1995
To the Shareholders:
You are invited to attend a joint annual meeting of the shareholders of Kemper
High Income Trust ("KHI"), Kemper Intermediate Government Trust ("KGT"),
Kemper Multi-Market Income Trust ("KMM"), Kemper Municipal Income Trust
("KTF"), Kemper Strategic Municipal Income Trust ("KSM"), The Growth Fund of
Spain, Inc. ("GSP") and Kemper Strategic Income Fund ("KST") (individually, a
"Fund" and collectively, the "Funds"). The meeting will be held in Room 17L on
the Seventeenth Floor at the offices of the Funds, 120 South LaSalle Street,
Chicago, Illinois, on Tuesday, May 16, 1995 at 2:30 P.M. Chicago time, for the
following purposes and to transact such other business, if any, as may
properly come before the meeting:
1.To elect Members to the Board of each Fund as outlined below:
a. For KHI, KGT, KMM, KSM and KST only, to elect six Board Members to
constitute the Board of each Fund;
b. For KTF only, to elect six Board Members to constitute the Board of
the Fund with four Board Members to be elected by the holders of
Preferred and Common Shares and two Board Members to be elected by
holders of the Preferred Shares only; and
c. For GSP only, to elect two Board Members to the Board of the Fund.
2. To ratify the selection of Ernst & Young LLP as independent auditors of
each Fund for the current fiscal year.
3. For KGT only, to approve converting the Fund from a closed-end investment
company to an open-end investment company and, in connection therewith,
changing the subclassification of the Fund from a closed-end investment
company to an open-end investment company, and amending KGT's Agreement
and Declaration of Trust and fundamental investment policies to make
changes appropriate to the Fund's operation as an open-end investment
company.
The Board of each Fund has fixed the close of business on March 13, 1995 as
the record date for determining the shareholders of each Fund entitled to
notice of and to vote at the meeting. Shareholders are entitled to one vote
for each share held.
THE BOARD OF KGT RECOMMENDS THAT YOU VOTE AGAINST ITEM 3. THE BOARD OF EACH
FUND RECOMMENDS THAT YOU VOTE FOR THE OTHER ITEMS APPLICABLE TO THAT FUND.
- -------------------------------------------------------------------------------
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED.
TO SAVE YOUR FUND THE COST OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY
PROMPTLY.
- -------------------------------------------------------------------------------
<PAGE>
The accompanying proxy is solicited by the Board of each Fund for voting at
the joint annual meeting of shareholders to be held on Tuesday, May 16, 1995,
and at any and all adjournments thereof (the "Meeting"). The shareholders of
each Fund will vote separately on the items presented at the Meeting. This
proxy statement was first mailed to shareholders on or about April 3, 1995.
The following table indicates which Fund's shareholders are solicited with
respect to each Item:
<TABLE>
<CAPTION>
ITEM KHI KGT KMM KTF KSM GSP KST
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1.Elect Board Members X X X X X X X
- -------------------------------------------------------------------------------
2. Ratify Selection of Auditors X X X X X X X
- -------------------------------------------------------------------------------
3. Convert from a Closed-End Investment Company
to an
Open-End Investment Company X
</TABLE>
The Board of each Fund recommends the election of the Board Members nominated
for such Fund and a vote FOR the ratification of the auditors, and the Board
of KGT recommends that shareholders vote AGAINST ITEM 3. The vote required to
approve each item is described under "Miscellaneous."
The Board of each Fund has fixed the close of business on March 13, 1995 as
the record date for the determination of shareholders of each Fund entitled to
notice of and to vote at the Meeting. As of February 28, 1995, shares of the
Funds were issued and outstanding as follows:
<TABLE>
<CAPTION>
FUND SHARES
---- ----------
<S> <C>
KHI............................................................ 22,673,895
KGT............................................................ 33,996,171
KTF
Common....................................................... 37,316,664
Preferred.................................................... 43,000
KMM............................................................ 19,933,438
KSM............................................................ 10,468,731
GSP............................................................ 17,259,293
KST............................................................ 3,379,818
</TABLE>
KTF ONLY. Pursuant to the Agreement and Declaration of Trust of KTF, the Board
may authorize separate classes of shares of beneficial interest. The Board has
authorized and KTF has issued common shares of beneficial interest (the
"Common Shares") and preferred shares of beneficial interest, Series A through
D (the "Preferred Shares"). The Common Shares and the Preferred Shares have
different powers, rights, preferences and privileges, qualifications,
limitations and restrictions with respect to, among other things, dividends,
liquidation, redemption and voting as more fully set forth in the Certificate
of Designation for Preferred Shares that
2
<PAGE>
established the Preferred Shares. The Common Shares were first issued on
October 20, 1988 and the Preferred Shares were first issued on July 24, 1989.
At the Meeting, the holders of the Preferred Shares, voting as a separate
class, are entitled to elect two members of KTF's Board and the holders of the
Common Shares and the Preferred Shares, voting together as a single class, are
entitled to elect the four remaining members of the KTF Board. On all other
items, the holders of the Common Shares and the Preferred Shares will vote
together as a single class.
ITEM 1. ELECTION OF MEMBERS TO THE BOARDS
It is intended that the proxies will be voted for the election as Board
Members of the nominees described below. Each Board Member so elected will
serve as a Board Member of the respective Fund until the next meeting of
shareholders, if any, called for the purpose of electing Board Members (for
GSP, of the class of which such person is a Member) and until the election and
qualification of a successor or until such Board Member sooner dies, resigns
or is removed as provided in the organizational documents of each Fund. All
the nominees were elected to the Boards at the last annual joint meeting of
shareholders except that (i) Mr. Mathis was appointed to each Board on March
2, 1995 to fill a vacancy and is standing for election by each Fund's
shareholders for the first time at the Meeting, (ii) Mr. Kelsey was last
elected a GSP Board Member at the 1992 annual shareholders' meeting and
Messrs. Gottschalk, Timbers and Weithers were last elected GSP Board Members
at the 1993 annual shareholders' meeting and (iii) Messrs. Gottschalk, Kelsey,
Timbers, Tingleff and Weithers were elected by Kemper Financial Services, Inc.
as sole shareholder prior to KST's public offering in April 1994.
KTF ONLY. As indicated above, holders of the Preferred Shares are entitled to
elect two of the Board Members. Messrs. Timbers and Kelsey are nominees for
election by holders of the Preferred Shares. The four remaining Board Members
are to be elected by holders of the Common Shares and the Preferred Shares,
voting together as a single class. Messrs. Gottschalk, Mathis, Tingleff and
Weithers are nominees for election by all shareholders.
GSP ONLY. Pursuant to the organizational documents of GSP, the Board is
divided into three classes, each class having a term of three years. At the
annual meeting of shareholders in each year, the term of one class of Board
Members expires. Accordingly, only those Board Members in one class may be
changed in any one year, and it would require two years to change a majority
of the Board. This system of electing Board Members may have the effect of
maintaining the continuity of management and, thus, make it more difficult for
the Fund's shareholders to change the majority of Board Members. Pursuant to
the Fund's organizational documents, the number of Board Members shall be
apportioned among the classes so as to maintain the classes as nearly equal in
number as possible. Mr. Mathis has been nominated as a Class III Board Member
for a term to expire at the 1997 annual meeting and Mr. Kelsey has been
nominated as a Class I Board Member for a term to expire at the 1998 annual
meeting. The others listed below are not nominees and will continue as Board
Members of GSP. Messrs. Gottschalk, Timbers and Weithers are Class II Board
Members, whose terms expire in 1996. Mr. Tingleff is a Class III Board Member,
whose term expires in 1997.
3
<PAGE>
All the nominees listed below have consented to serve as Board Members of the
respective Funds, if elected. In case any nominee shall be unable or shall fail
to act as a Board Member by virtue of an unexpected occurrence, the proxies may
be voted for such other person(s) as shall be determined by the persons acting
under the proxies in their discretion.
<TABLE>
<CAPTION>
YEAR FIRST SHARES BENEFICIALLY
NAME (DATE OF BIRTH), PRINCIPAL BECAME OWNED AS OF JANUARY
OCCUPATION AND AFFILIATIONS A BOARD MEMBER 31, 1995
- ------------------------------- --------------- -------------------
<S> <C> <C>
Arthur R. Gottschalk (2/13/25) 1988--KGT, KTF KHI--1,000
Retired; formerly, President, Illinois 1989--KHI, KMM, KGT--1,000
Manufacturers Association; Trustee, KSM, GSP KMM--800
Illinois Masonic Medical Center; 1994--KST KTF--800
Member, Board of Governors, Heartland KSM--1,000
Institute/Illinois; formerly, Illinois GSP--1,000
State Senator. KST--800
Frederick T. Kelsey (4/25/27) 1988--KTF KHI--500
Retired; formerly, consultant to 1989--KHI, KGT, KGT--2,500
Goldman, Sachs & Co.; formerly, KMM, KSM, KMM--1,000
President, Treasurer and Trustee of GSP KTF--500
Institutional Liquid Assets and its 1994--KST GSP--1,000
affiliated mutual funds; Trustee of
the Benchmark Fund and the Pilot Fund.
David B. Mathis* (4/13/38) 1995--All KST--667
Chairman, Chief Executive Officer and
Director, Kemper Corporation;
Director, Kemper Financial Services,
Inc. ("KFS"), Kemper Financial
Companies, Inc. ("KFC"), several other
Kemper Corporation subsidiaries and
IMC Global Inc.
Stephen B. Timbers* (8/8/44) 1993--All Funds None
President, Chief Operating Officer, except KST
Chief Investment Officer and Director, 1994--KST
Kemper Corporation; Chairman, Chief
Executive Officer, Chief Investment
Officer and Director, KFS; Director,
KFC, Kemper Securities Inc., several
other Kemper Corporation subsidiaries,
Gillett Holdings, Inc. and LTV
Corporation.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST SHARES BENEFICIALLY
NAME (DATE OF BIRTH), PRINCIPAL BECAME OWNED AS OF JANUARY
OCCUPATION AND AFFILIATIONS A BOARD MEMBER 31, 1995
- ------------------------------- --------------- -------------------
<S> <C> <C>
John B. Tingleff (5/4/35) 1991--All Funds KHI--1,788
Retired; formerly, President, Tingleff & except KST KGT--533
Associates (management consulting firm); 1994--KST KMM--1,019
formerly, Senior Vice President, KTF--500
Continental Illinois National Bank & KSM--500
Trust Company. GSP--1,006
KST--330
John G. Weithers (8/8/33) 1993--All Funds KHI--400
Retired; formerly, Chairman of the Board except KST KGT--200
and Chief Executive Officer, Chicago 1994--KST KMM--200
Stock Exchange; Director, Federal Life KTF--200
Insurance Company; Vice Chairman and KSM--300
Trustee, DePaul University. GSP--300
KST--400
</TABLE>
* Interested persons of the Funds as defined in the Investment Company Act
of 1940 ("1940 Act") because of their positions with KFS, the investment
manager of the Funds.
All the nominees, except Messrs. Mathis and Timbers, serve as Board Members of
10 Kemper funds. Mr. Mathis serves as a Board Member of 28 Kemper funds and
Mr. Timbers serves as a Board Member and president of 31 Kemper funds. A
"Kemper fund" is an investment company for which KFS serves as investment
manager.
Each Board has an audit and nominating committee that is composed of Messrs.
Gottschalk, Kelsey, Tingleff and Weithers. The committee of each Fund met
twice during the fiscal year ended November 30, 1994. The committee makes
recommendations regarding the selection of independent auditors for each Fund,
confers with the independent auditors regarding each Fund's financial
statements, the results of audits and related matters, seeks and reviews
nominees for Board membership and performs such other tasks as the respective
Board assigns. The committee also proposes the nominees for election by the
shareholders. Shareholders wishing to submit the name of a candidate for
consideration by the committee should submit their recommendations to the
secretary of the applicable Fund.
Each Fund pays Board Members who are not interested persons of such Fund an
annual retainer of $1,500 plus expenses, an attendance fee of $200 per Fund
Board meeting and $100 per committee meeting attended. As reflected above, the
Board Members currently serve as Board Members of various investment companies
for which KFS serves as investment manager. Board Members or officers who are
"interested persons" receive no compensation from such Fund. The Boards of
KGT, KMM, KSM and GSP met five times and the Boards of KHI, KTF and KST met
six times during the fiscal year ended November 30, 1994. Each then current
Board Member attended 75% or more of the respective meetings of the Board and
the audit and nominating committee (if a member thereof) held during the
fiscal year ended November 30, 1994.
5
<PAGE>
The table below shows amounts paid or accrued to Board Members (except for Mr.
Mathis who did not become a Board Member until 1995) during each Fund's fiscal
year ended November 30, 1994. The information in the last column is for
calendar year 1994.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
BENEFITS COMPENSATION
ACCRUED KEMPER FUNDS
AGGREGATE COMPENSATION FROM FUND AS PART PAID
------------------------------------------ OF FUND TO BOARD
NAME OF BOARD MEMBER KHI KGT KTF KMM KSM GSP KST EXPENSES MEMBERS(2)
- -------------------- ------ ----- ----- ----- ----- ----- ----- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Arthur R. Gottschalk(1). $3,000 2,800 2,800 2,800 2,800 2,800 1,200 0 65,000
Frederick T. Kelsey(1).. $3,000 2,800 2,800 2,800 2,800 2,600 1,200 0 66,800
Stephen B. Timbers...... 0 0 0 0 0 0 0 0 0
John B.Tingleff......... $2,800 2,600 2,600 2,600 2,600 2,600 1,200 0 63,500
John G.Weithers......... $2,600 2,600 2,600 2,600 2,600 2,600 1,200 0 63,100
</TABLE>
- ---------
(1) Includes deferred fees and interest thereon pursuant to deferred
compensation agreements with the Funds. Deferred amounts accrue interest
monthly at a rate equal to the yield of Kemper Money Market Fund--Money
Market Portfolio.
(2) For Messrs. Gottschalk, Kelsey, Tingleff and Weithers, includes
compensation for service on the boards of ten Kemper funds with 21 fund
portfolios. Also includes amounts for new portfolios estimated as if they
had existed at the beginning of the year.
FUND OFFICERS. Information about the executive officers of the Fund, with
their respective dates of birth and terms as Fund officers indicated, is set
forth below (other than information about Mr. Timbers, president of each Fund
since 3/2/95, which is reflected above).
J. Patrick Beimford, Jr. (5/25/50), vice president of KGT since 2/28/92, KTF
since 9/9/88, KSM since 2/14/89, KHI and KMM since 2/17/93 and KST since
4/14/94, is executive vice president and director of fixed income investments
of KFS.
Dale R. Burrow (10/16/56), vice president of KSM since 5/5/93, is first vice
president of KFS.
Elizabeth A. Byrnes (2/8/57), vice president of KGT since 9/8/94, is first
vice president of KFS.
Philip J. Collora (11/15/45) has been vice president of each Fund except KST
since 2/1/90 and KST since 3/2/90 and secretary of each Fund since 3/2/95. Mr.
Collora is senior vice president and assistant secretary of KFS.
Jerome L. Duffy (6/29/36), treasurer of KHI and KGT since 5/28/87, KMM since
8/3/88, KTF and KSM since 8/3/88 GSP since 12/18/89 and KST since 3/2/90, is
senior vice president of KFS.
Dennis H. Ferro (6/20/45), vice president of GSP since 9/8/94, is executive
vice president of KFS since March 1994; prior thereto, president and chief
investment officer, Cigna International Investment Advisors, Ltd.
6
<PAGE>
Michelle M. Keeley (4/24/64), vice president of KGT since 9/8/94, is first
vice president of KFS.
Michael A. McNamara (12/28/44), vice president of KHI since 2/21/91, is senior
vice president of KFS.
Christopher J. Mier (8/11/56), vice president of KTF and KSM since 2/21/91, is
senior vice president of KFS.
John E. Peters (11/4/47) has been vice president of KHI and KGT since 1/17/89,
KMM since 11/16/88, KTF since 9/9/88, KSM since 2/14/89, GSP since 12/18/89
and KST since 4/14/94. Mr. Peters is senior executive vice president and a
director of KFS and president and a director of Kemper Distributors, Inc.
Harry E. Resis, Jr. (11/24/45), vice president of KHI since 2/17/93, is senior
vice president of KFS.
Kenneth T. Urbaszewski (3/23/47), vice president of KMM since 2/28/92 and KST
since 4/14/94, is senior vice president of KFS.
Stephen R. Willson (7/11/53), vice president of KSM since 5/5/93, is first
vice president of KFS.
The officers of each Fund are elected by the Board of the Fund on an annual
basis to serve until their successors are elected and qualified.
SHAREHOLDINGS. As of December 31, 1994, the Board Members and officers of the
Funds as a group owned beneficially 7,438 shares of KHI, 11,233 shares of KGT,
13,519 shares of KMM, 17,500 shares of KTF, 1,800 shares of KSM, 3,306 shares
of GSP and 2,297 shares of KST, which, in each case, is less than 1% of the
outstanding shares of each Fund. As of December 31, 1994, no person is known
to any Fund to have owned beneficially more than five percent of the shares of
such Fund, except that FMR Corporation, 82 Devonshire Street, Boston, MA
02109, owned 1,576,100 shares of GSP, which constituted approximately 9.09% of
the Fund's outstanding shares.
Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange Act
of 1934 require each Fund's officers and Board Members, investment manager,
affiliated persons of the investment manager and persons who own more than ten
percent of a registered class of the Funds' equity securities to file forms
reporting their affiliation with that Fund and reports of ownership and
changes in ownership of that Fund's shares with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange. These persons and
entities are required by SEC regulation to furnish the Funds with copies of
all Section 16(a) forms they file. Based on a review of these forms furnished
to each Fund, each Fund believes that during the fiscal year ended November
30, 1994, all Section 16(a) filing requirements applicable to that Fund's
officers and Board Members, investment manager and affiliated persons of the
investment manager were complied with, except that due to an inadvertent
oversight David B. Mathis, an affiliated person of the investment
7
<PAGE>
manager and a Board Member of the Funds, failed to file initial reports of
ownership for KHI, KGT, KMM, KTF, KSM and GSP after his election as a director
of the investment manager, which filings have since been made; and except that
James D. Boris, an affiliated person of the investment manager, did not file
in a timely manner reports relating to the purchase and sale of 1,000 shares
of KST.
INVESTMENT MANAGER. KFS, 120 South LaSalle Street, Chicago, Illinois serves as
each Fund's investment adviser and manager pursuant to an investment
management agreement. KFS is a wholly owned subsidiary of KFC, which is more
than 95% owned by Kemper Corporation. For GSP only, KFS uses the investment
management services of BSN Gestion de Patrimonios, S.A., S.G.C. ("Spanish
Adviser") with respect to investments in Spanish securities pursuant to the
sub-advisory agreement between KFS and the Spanish Adviser.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
A majority of the Members of each Fund's Board who are "non-interested"
persons of such Fund has selected Ernst & Young LLP, independent auditors, to
audit the books and records of such Fund for the current fiscal year. This
firm has served each Fund in this capacity since such Fund was organized and
has no direct or indirect financial interest in a Fund except as independent
auditors. The selection of Ernst & Young LLP as independent auditors of each
Fund is being submitted to the shareholders for ratification. A representative
of Ernst & Young LLP is expected to be present at the Meeting and will be
available to respond to any appropriate questions raised at the meeting and
may make a statement.
ITEM 3. CONVERSION OF KGT FROM A CLOSED-END INVESTMENT COMPANY TO AN OPEN-END
INVESTMENT COMPANY, AND RELATED AMENDMENTS TO ITS DECLARATION OF
TRUST AND FUNDAMENTAL INVESTMENT POLICIES .
THE BOARD OF TRUSTEES OF KGT RECOMMENDS THAT YOU VOTE AGAINST THIS ITEM.
BACKGROUND AND SUMMARY. KGT is registered as a closed-end investment company
under the 1940 Act and has operated as a closed-end fund since its inception
in 1988.
KGT's Agreement and Declaration of Trust ("Declaration of Trust") provides
that, commencing on January 1, 1994, and in each year thereafter, if the
shares of KGT have traded on the New York Stock Exchange at an average
discount from net asset value of more than 10%, determined on the basis of the
discount as of the end of the last trading day in each week during the period
of 12 calendar weeks preceding the beginning of such year, the Board of
Trustees must submit a proposal to convert KGT to an open-end investment
company to the vote of its shareholders at the next annual meeting of
shareholders. This proposal is being submitted at the Meeting in accordance
with that requirement.
8
<PAGE>
At a meeting on March 2, 1995 the Board of Trustees of KGT reviewed detailed
information concerning the legal and operational differences between closed-
end and open-end investment companies, the Fund's performance to date as a
closed-end fund, the historical relationship between the market price of its
shares and their net asset value and the possible effects of conversion on
KGT. The Board also considered converting KGT to an "interval fund," whereby
it would make periodic repurchase offers pursuant to Rule 23c-3 under the 1940
Act. At that meeting, the Board concluded that it is in the best interests of
KGT and its shareholders that KGT remain a closed-end investment company.
The Board and KFS believe that conversion to an open-end investment company
could adversely affect the functioning of KGT's investment operations and its
investment performance, as described under Effect of Conversion on KGT--
Portfolio Management below. They believe that conversion could also expose KGT
to the risk of a substantial reduction in its size and a corresponding loss of
economies of scale and increase in the Fund's expenses as a percentage of net
asset value, as described under Effect of Conversion on KGT--Potential
Increase in Expense Ratio and Decrease in Size below.
While conversion would eliminate the possibility of KGT's shares ever trading
at a discount from net asset value, the Board took note of the fact that, from
inception through December 31, 1994, KGT's shares have frequently traded at a
premium, and that, notwithstanding the more recent discounts, the shares have
traded during that period at an average premium of 0.04%. (see Differences
Between Open-End and Closed-End Investment Companies--Redeemability of Shares;
Elimination of Discount and Premium below). KGT's average annual
discount/premium by year is as follows:
<TABLE>
<CAPTION>
YEAR DISC/PREM
---- ---------
<S> <C>
1988 5.09%
1989 4.49%
1990 -3.14%
1991 4.41%
1992 2.34%
1993 -1.71%
1994 -8.23%
</TABLE>
The Board does not believe that eliminating the possibility of a discount
justifies the fundamental changes to KGT's portfolio management and
operations, the risk of reduced size and the potential adverse effect on its
investment performance that conversion would entail.
KFS has implemented programs intended to minimize the discount without
impairing KGT's closed-end format and the benefits it derives therefrom. These
programs have included shareholder and market communications and meetings with
securities analysts and market professionals to increase awareness about KGT.
Meanwhile, discounts permit investors to purchase additional shares at the
discounted price.
As described under Measures to be Adopted if KGT Becomes an Open-End Fund--
Redemption Fee below, if shareholders vote to convert KGT to an open-end fund,
the
9
<PAGE>
Board may cause KGT to impose a fee payable to the Fund of up to .50% of the
amount redeemed, for an initial period of up to nine months from conversion,
on all redemptions.
DIFFERENCES BETWEEN OPEN-END AND CLOSED-END INVESTMENT COMPANIES.
1. Fluctuation of Capital. Closed-end investment companies generally do not
redeem their outstanding shares or engage in the continuous sale of new
securities, and thus operate with a relatively fixed capitalization. The
shares of closed-end investment companies are normally bought and sold in the
securities markets.
In contrast, open-end investment companies, commonly referred to as mutual
funds, issue redeemable securities. The holders of these redeemable securities
have the right to surrender them to the mutual fund and obtain in return their
proportionate share of the value of the mutual fund's net assets at the time
of the redemption (less any redemption fee charged by the fund or contingent
deferred sales charge imposed by the fund's distributor). Most mutual funds
also continuously issue new shares to investors at a price based upon their
net asset value at the time of such issuance. Accordingly, an open-end fund
will experience continuing inflows and outflows of cash, and may experience
net sales or net redemptions of its shares.
2. Redeemability of Shares; Elimination of Discount and Premium. Open-end
funds are required to redeem their shares at a price based upon their then-
current net asset value (except during periods when the New York Stock
Exchange is closed or trading thereon is restricted, or when redemptions may
otherwise be suspended in an emergency as permitted by the 1940 Act.) The
open-end fund structure thus precludes the possibility of the mutual fund's
shares trading at a discount from, or a premium to, net asset value.
The shares of closed-end funds, on the other hand, are bought and sold in the
securities markets at prevailing market prices, which may be equal to, less
than, or more than net asset value. From August 5, 1988 to December 30, 1994
KGT's shares have traded on the New York Stock Exchange at prices ranging from
13.15% below net asset value to 11.17% above net asset value. On February 28,
1995 the closing price of a KGT share on the New York Stock Exchange was 7.0%
below its net asset value.
If approved by shareholders, upon conversion of KGT to an open-end investment
company, shareholders who wish to realize the value of their shares would be
able to do so by redeeming their shares at net asset value (less the possible
temporary redemption fee discussed below under Measures to be Adopted if KGT
becomes an Open-End Fund--Redemption Fee). As a result, the discount from net
asset value at which KGT's shares currently trade on the New York Stock
Exchange would be eliminated. Conversion would also eliminate, however, any
possibility that KGT's shares could trade at a premium over net asset value.
3. Raising Capital. Closed-end investment companies may not issue new shares
at a price below net asset value except in rights offerings to existing
shareholders, in payment of distributions, and in certain other limited
circumstances. Accordingly, the ability of closed-end funds to raise new
capital is restricted, particularly at times
10
<PAGE>
when their shares are trading at a discount to net asset value. The shares of
open-end investment companies, on the other hand, are usually offered on a
continuous basis at net asset value, or at net asset value plus a sales
charge.
4. New York Stock Exchange Delisting; State Securities Law Registrations.
KGT's shares are currently listed and traded on the New York Stock Exchange
and the Chicago Stock Exchange (Symbol: KGT). If KGT converts to an open-end
fund, its shares would immediately be delisted from the Exchanges. Delisting
would save KGT the annual Exchange fees of approximately $32,300; but, as
noted below, it would cause the Fund to have to pay federal and state
registration fees on sales of new shares, except to the extent that the
underwriter of such shares may pay some of these fees. Any net savings or
increased cost to the Fund because of the different expenses is not expected
to materially affect KGT's expense ratio.
As an open-end fund not listed on a stock exchange, KGT would be required to
register its shares under the securities laws of most of the states of the
United States and would be subject to certain investment restrictions imposed
by the securities laws and regulations of the states where it is required to
register its shares. However it is not anticipated that these restrictions
would have a material effect upon KGT.
5. Underwriting; Brokerage Commissions or Sales Charges on Purchases and
Sales. Open-end investment companies typically seek to sell new shares on a
continuous basis in order to offset redemptions and avoid shrinkage in size.
Shares of "load" open-end investment companies are normally offered and sold
through a principal underwriter, which deducts a sales charge from the
purchase price at the time of purchase or from the redemption proceeds at the
time of redemption, or receives a distribution fee from the fund, or both, to
compensate it and securities dealers for sales and marketing services (see
Measures to be Adopted if KGT Becomes an Open-End Fund--Underwriting and
Distribution below). Shares of "no-load" open-end investment companies are
sold at net asset value, without a sales charge, with the fund's investment
adviser or an affiliate normally bearing the cost of sales and marketing from
its own resources. Shares of closed-end investment companies, on the other
hand, are bought and sold in secondary market transactions at prevailing
market prices subject to the brokerage commissions charged by the broker-
dealer firms executing such transactions.
6. Shareholder Services. Open-end investment companies typically provide more
services to shareholders and incur correspondingly higher shareholder
servicing expenses. One service that is generally offered by a family of open-
end funds is enabling shareholders to exchange their investment from one fund
into another fund that is part of the same family of open-end funds at little
or no cost to the shareholders. The Kemper Mutual Funds currently consist of
59 separate portfolios, with different investment objectives and policies.
Shares of the various Kemper Mutual Funds are generally eligible to be
exchanged, in a taxable transaction, for shares of other Kemper Mutual Funds.
As an open-end fund, the ability of shares of KGT to be exchanged for shares
of a Kemper Mutual Fund would depend upon, among other things, the agreement
to such arrangement by the boards of trustees of such Kemper Mutual Funds.
11
<PAGE>
7. Leverage. Open-end investment companies are prohibited by the 1940 Act from
issuing "senior securities" representing indebtedness (i.e. bonds, debentures,
notes and other similar securities), other than indebtedness to banks when
there is asset coverage of at least 300% for all borrowings, and may not issue
preferred stock. Closed-end investment companies, on the other hand, are
permitted to issue senior securities representing indebtedness when the 300%
asset coverage test is met, may issue preferred stock subject to various
limitations, and are not limited to borrowings from banks. KGT currently has
no indebtedness to banks or other lenders, and has no authorized class of
senior securities or any plan for issuing any.
8. Annual Shareholders Meetings. KGT is organized as a Massachusetts business
trust under the terms of its Declaration of Trust which does not require
meetings of shareholders, except when required for certain 1940 Act matters.
However, as a closed-end investment company listed on the New York Stock
Exchange, KGT is required by the rules of the Exchange to hold annual meetings
of its shareholders. If KGT were converted to an open-end investment company,
it would no longer be subject to these New York Stock Exchange rules and
annual shareholder meetings would be eliminated, except when required for
certain 1940 Act matters. KGT would save the cost of these meetings, which
management estimates to be approximately $36,000 per year; however, these
savings would not be expected to materially affect KGT's expense ratio.
9. Reinvestment of Dividends and Distributions. As a closed-end fund, KGT's
current Dividend Reinvestment Plan permits shareholders to elect to reinvest
their dividends and distributions on a different basis than would be the case
if the Fund converted to an open-end investment company. Currently, if shares
are trading at a discount, the agent for the Plan will attempt to buy as many
shares as are needed of KGT on the New York Stock Exchange or elsewhere. This
permits a reinvesting shareholder to benefit by purchasing additional shares
at a discount and this buying activity may tend to lessen any discount. (If,
before the agent for the Plan completes such purchases the market price
exceeds the net asset value, however, the average per share purchase price of
the reinvested shares may exceed the net asset value per share.) If shares are
trading at a premium, reinvesting shareholders are issued shares at the higher
of net asset value or 95% of the market price. As an open-end investment
company, all dividends and distributions would be reinvested at net asset
value.
EFFECT OF CONVERSION ON KGT. In addition to the inherent characteristics of
open-end investment companies described above, KGT's conversion to an open-end
investment company would potentially have the consequences described below.
1. Portfolio Management. As noted above, a closed-end investment company
operates with a relatively fixed capitalization, while the capitalization of
an open-end investment company fluctuates depending upon whether it
experiences net sales or net redemptions of its shares. Open-end funds tend to
have larger net sales near market highs, and larger net redemptions near
market lows. Accordingly, if KGT were to convert to an open-end investment
company, the investment manager could be required to invest new monies near
market highs and to sell portfolio securities
12
<PAGE>
at times when it should be investing. Since KGT is a closed-end fund, however,
the investment manager is not required to invest new money or liquidate
portfolio holdings at inopportune times, and can manage KGT's portfolio with a
greater emphasis on long-term considerations.
The Board also believes that the closed-end format is better suited to KGT's
investment objective and policies than the open-end format. KGT's investment
objective is to provide high current income consistent with preservation of
capital by investing in U.S. Government and Foreign Government securities. KGT
maintains a dollar weighted average portfolio maturity of between three and
ten years. The Board believes that the investment manager can better pursue
KGT's objective without pressures to invest new monies or liquidate portfolio
holdings at times when its investment style would dictate doing otherwise.
Furthermore, as a fixed income fund, the ability to be more fully invested
means that a larger portion of KGT's portfolio is generating income to be used
by the Fund to pay periodic dividends and distributions to its shareholders.
Currently, KGT may invest up to 20% of its assets in illiquid securities. If
KGT were converted to an open-end fund, it would not be permitted to have more
than 15% of its net assets invested in illiquid securities. However, as of
February 10, 1995, KGT had none of its net assets invested in illiquid
securities.
2. Potential Increase in Expense Ratio and Decrease in Size. Conversion to an
open-end investment company would raise the possibility of KGT suffering
substantial redemptions of its shares, particularly in the period immediately
following the conversion, although the potential temporary redemption fee of
up to .50% described under Measures to be Adopted if KGT Becomes an Open-End
Fund below may reduce the number of initial redemptions that would otherwise
occur. Unless KGT's principal underwriter were able to generate sales of new
shares sufficient to offset these redemptions, the size of KGT would be
expected to shrink. Because certain of KGT's operating expenses are fixed, a
decrease in KGT's asset size would likely increase the ratio of its operating
expenses to its income and net assets and decrease KGT's net income available
for dividends. Such a decrease in size would also result in a reduction in the
amount of fees paid by KGT to KFS.
3. Recognition of Capital Gains or Losses. If KGT were to experience
substantial redemptions of its shares following its conversion to an open-end
investment company, it would likely be required to sell portfolio securities
and incur increased transaction costs in order to raise cash to meet such
redemptions, although to some extent redemptions could be met through delivery
of portfolio securities in kind as described under Measures to be Adopted if
KGT Becomes an Open-End Fund--Redemptions in Kind below. KGT would not
recognize taxable gain or loss if it delivers portfolio securities in order to
satisfy such redemption requests; however, any sale of portfolio securities
effected to fund cash redemption obligations would be a taxable transaction.
4. Cash Reserves. Because closed-end investment companies are not required to
meet redemptions, their cash reserves can be substantial or minimal, depending
on the
13
<PAGE>
investment manager's investment strategy. Most open-end investment companies
maintain cash reserves adequate to meet anticipated redemptions without
prematurely liquidating their portfolio securities. The maintenance of larger
cash reserves required to operate prudently as an open-end investment company
when net redemptions are anticipated may reduce an open-end investment
company's ability to achieve its investment objective.
5. Conversion Costs. The process of converting KGT to an open-end investment
company would involve legal and other expenses to the Fund, estimated to be
approximately $225,000. This cost of conversion would result in a one-time
increase in KGT's current expense ratio.
MEASURES TO BE ADOPTED IF KGT BECOMES AN OPEN-END FUND. If the shareholders
vote to convert KGT to an open-end fund, the Board would take the following
actions.
1. Redemption Fee. In order to reduce the number of redemptions of KGT's
shares immediately following conversion (thereby reducing any disruption of
the Fund's normal portfolio management), and to offset the brokerage and other
costs of such redemptions, for a period of up to nine months following KGT's
conversion to an open-end investment company, the Board reserves the right to
impose a fee of up to 0.50% of the redemption proceeds payable to KGT on all
redemptions (whether in cash or in kind).
2. Redemptions in Kind. The Board reserves the right to meet redemptions
following KGT's conversion to an open-end investment company by delivering KGT
portfolio securities to the redeeming shareholder ("redemption in kind"),
rather than paying cash, to the extent that a shareholder's redemptions during
any 90-day period exceed the lesser of $250,000 or 1% of the net assets of the
Fund at the beginning of such period. Redemptions in kind would shift the cost
of liquidating the portfolio securities from KGT to the redeeming shareholder
and, to the extent appreciated securities were delivered, would avoid the
recognition of capital gains by the Fund (see Effect of Conversion on KGT--
Recognition of Capital Gains or Losses; above).
3. Underwriting and Distribution. If the shareholders vote to convert KGT to
an open-end investment company, the Board would consider whether to select a
principal underwriter of the shares of KGT, which underwriter could be Kemper
Distributors, Inc. ("KDI"), an affiliate of KFS and the principal underwriter
for the Kemper Mutual Funds. In that event, the shares could be offered and
sold directly by KDI itself and by any other broker-dealers who enter into
selling agreements with KDI, although there is no assurance that KDI or any
such other broker-dealer firms would be able to generate sufficient sales of
KGT shares to offset redemptions, particularly in the initial months following
conversion.
4. Amendment and Restatement of KGT's Declaration of Trust; Amendments to
Certain Fundamental Investment Policies; Timing. If the shareholders vote to
change KGT's subclassification under the 1940 Act from a closed-end investment
company to an open-end investment company, KGT's Declaration of Trust would be
amended to
14
<PAGE>
authorize the issuance of redeemable securities at net asset value (as
defined), and to provide that its outstanding shares will be redeemable at the
option of the shareholders.
The Declaration of Trust would also be amended to include provisions commonly
found in the governing documents of open-end investment companies.
Specifically, the Declaration of Trust would be amended to authorize the
issuance of additional series of shares and classes thereof from time to time
as the Board in its discretion may determine. Each series would have its own
investment objective, policies and restrictions and shares of each series
would represent interests in separate investment portfolios, each of which
would be accounted for separately on the books of KGT with respect to income,
earnings, profits, proceeds, assets and liabilities attributable to that
series. Shares of each series would be entitled to vote separately to approve
investment advisory agreements, changes in fundamental investment restrictions
and distribution plans; but shares of all series would vote together on the
election of Board members and the ratification of the selection of auditors.
Classes of a series would have such preferences or special or relative rights
and privileges as the Board may determine, and each class would vote
separately on issues that relate exclusively to that class. The Board has no
present intent to authorize additional series of shares of KGT if the
shareholders vote to convert KGT to an open-end fund. The amended Declaration
of Trust would also authorize the Board to cause all the shares in a
shareholder account to be redeemed if the value of the shares in the account
is less than a minimum amount established by the Board. Certain technical and
non-material changes would also be made. The Board would also make conforming
changes to KGT's By-Laws.
Amendment to Certain Fundamental Investment Policies. If the shareholders vote
to approve the conversion of KGT to an open-end investment company, certain of
KGT's fundamental investment policies would be amended. A fundamental
investment policy may not be changed without the approval of a "majority of
the outstanding voting securities" of the Fund. These amendments are
necessitated by certain requirements for open-end investment companies imposed
under the 1940 Act. It is not anticipated that these amendments would have a
material effect on KGT. KGT's fundamental investment policies would require
the following amendments (additions are underlined; deletions are stricken):
The Fund may not:
(1) borrow money, except ## for temporary and emergency purposes (but not for
the purpose of purchase of investments) and then only in an amount not to
exceed 33 1/3% of the Fund's total assets; ## **the Fund may borrow to
repurchase shares of the Fund if, after each such borrowing, the ratio
which the value of the total assets of the Fund less all liabilities and
indebtedness not represented by senior securities bears to the aggregate
amount of senior securities representing indebtedness of the Fund is at
least 300%. To the extent the Fund engages in any such borrowings, it will
be in a leveraged position.**
(2) invest in illiquid investments, including securities which are subject
to legal or contractual restrictions on resale or for which there is no
readily available
15
<PAGE>
market (e.g., trading in the securities is suspended or, in the case of
unlisted securities, market makers do not exist or will not entertain bids
or offers), if more than 15% **20%** of the Fund's net assets (taken at market
value) would be invested in such securities. For purposes of this
restriction, repurchase agreements not terminable within seven days will
be deemed illiquid.
Timing. If the shareholders vote to convert KGT to an open-end investment
company, a number of steps will be required to implement such conversion,
including the preparation, filing and effectiveness of a registration
statement under the Securities Act of 1933 covering the offering of KGT's
shares and the negotiation and execution of a new or amended agreement with
its transfer agent. It is anticipated that such conversion would become
effective no later than November 1, 1995. The amendments to KGT's Declaration
of Trust and fundamental investment policies would become effective
simultaneously with the effectiveness of the registration statement referred
to above under the Securities Act of 1933.
MISCELLANEOUS
GENERAL. The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs in connection with
solicitation of proxies will be paid by the Funds, including any additional
solicitation made by letter, telephone or telegraph. In addition to
solicitation by mail, certain officers and representatives of the Funds,
officers and employees of KFS and certain financial services firms and their
representatives, who will receive no extra compensation for their services,
may solicit proxies by telephone, telegram or personally. In addition, KFS may
retain a firm to solicit proxies on behalf of KGT's Board, the fee for which
will be borne by the Fund. Failure of a quorum to be present at the Meeting
for a Fund will necessitate adjournment for that Fund and will subject that
Fund to additional expense. A COPY OF A FUND'S ANNUAL REPORT IS AVAILABLE
WITHOUT CHARGE UPON REQUEST BY WRITING TO SUCH FUND, 120 SOUTH LASALLE STREET,
CHICAGO, ILLINOIS 60603 OR BY CALLING 1-800-294-4366.
PROPOSALS OF SHAREHOLDERS. Any shareholder proposal which may properly be
included in the proxy solicitation material for a Fund's next annual
shareholder meeting must be received by such Fund no later than December 5,
1995.
OTHER MATTERS TO COME BEFORE THE MEETING. The Boards are not aware of any
matters that will be presented for action at the Meeting other than the
matters set forth herein. Should any other matters requiring a vote of
shareholders arise, the proxy in the accompanying form will confer upon the
person or persons entitled to vote the shares represented by such proxy the
discretionary authority to vote the shares with respect to any such other
matters in accordance with their best judgment in the interest of the Fund.
VOTING, QUORUM. Each valid proxy will be voted in accordance with the
instructions on the proxy and as the persons named in the proxy determine on
such other
16
<PAGE>
business as may come before the Meeting. If no instructions are given, the
proxy will be voted for the election of the Board members who have been
nominated for such Fund and as recommended by the Board on each item
applicable to such Fund. Shareholders who execute proxies may revoke them at
any time before they
are voted, either by writing to the Fund or in person at the time of the
Meeting. Proxies given by telephone or electronically transmitted instruments
may be counted if obtained pursuant to procedures designed to verify that such
instructions have been authorized. Item 1, election of Board Members for a
Fund, requires a plurality vote of the shares of such Fund. Item 2,
ratification of the selection of independent auditors for a Fund, requires the
affirmative vote of a majority of the shares of the Fund voting on the matter.
Item 3, approval of the conversion of KGT from a closed-end investment company
to an open-end investment company requires the affirmative vote of more than
50% of the outstanding voting securities of KGT. In tallying shareholder
votes, abstentions and broker non-votes will be counted for determining
whether a quorum is present for purposes of convening the Meeting and will be
considered present at the Meeting. Except with respect to Item 2, abstentions
and broker non-votes will have the effect of being voted against each Item. On
Item 2, abstentions and broker non-votes will not be counted as "votes cast"
and will have no effect on the result of the vote. As noted previously, the
holders of the Preferred Shares of KTF, voting as a separate class, are
entitled to elect two Members of KTF's Board and the holders of the Common
Shares and the Preferred Shares, voting together as a single class, are
entitled to elect the four remaining Members of KTF's Board. With regard to
all other items, the holders of the Common Shares and the Preferred Shares of
KTF will vote together as a single class.
At least 50% of the shares of a Fund must be present, in person or by proxy,
in order to constitute a quorum for that Fund. Thus, the meeting for a
particular Fund could not take place on its scheduled date if less than 50% of
the shares of that Fund were represented.
The Board of each Fund recommends an affirmative vote on all items applicable
to that Fund, EXCEPT THAT THE BOARD OF KGT RECOMMENDS THAT YOU VOTE AGAINST
ITEM 3.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Boards, Philip J. Collora
Secretary
17
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTICE OF JOINT
ANNUAL MEETING
OF SHAREHOLDERS
MAY 16, 1995
AND
PROXY STATEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
KEMPER HIGH INCOME TRUST
KEMPER INTERMEDIATE GOVERNMENT TRUST
KEMPER MULTI-MARKET INCOME TRUST
KEMPER MUNICIPAL INCOME TRUST
KEMPER STRATEGIC MUNICIPAL INCOME TRUST
THE GROWTH FUND OF SPAIN, INC.
KEMPER STRATEGIC INCOME FUND
LOGO
<PAGE>
A) TEXT SURROUNDED BY ** REPRESENTS STRICKEN DELETIONS.
B) TEXT SURROUNDED BY ## REPRESENTS UNDERLINED ADDITIONS.
<PAGE>
[LOGO]
Kemper Mutual Funds
We're Building Tomorrows Today(SM)
KEMPER INTERMEDIATE GOVERNMENT TRUST
1. To elect the following as trustees:
Arthur R. Gottschalk
Frederick T. Kelsey
David B. Mathis
Stephen B. Timbers
John B. Tingleff
John G. Weithers
With- For
For hold All
All All Except
[_] [_] [_]
_______________________________________________
To withhold authority to vote on any individual
nominee or nominees, print the name(s) on the
line above
2. Ratify or reject the selection of Ernst & Young LLP as the
Fund's independent auditors for the current fiscal year.
For Against Abstain
[_] [_] [_]
3. Approve or disapprove converting the Fund from a
closed-end investment company to an open-end
investment company.
For Against Abstain
[_] [_] [_]
Signature(s) (All registered owners of accounts shown to the left must sign.
If signing for a corporation, estate or trust, please indicate your capacity
or title.)
X
______________________________________________________________________________
Signature Date
X
______________________________________________________________________________
Signature Date
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND, WHICH RECOMMENDS A VOTE
"FOR" ITEMS 1 AND 2 AND A VOTE "AGAINST" ITEM 3.
=====================
PLEASE VOTE TODAY !
=====================
<PAGE>
PLEASE VOTE PROMPTLY!
Your vote is needed! Please vote on the reverse side of this form and sign in
the space provided. Return your completed proxy in the enclosed envelope today.
You may receive additional proxies for your other accounts with Kemper. These
are not duplicates; you should sign and return each proxy card in order for your
votes to be counted. Please return them as soon as possible to help save your
Fund the costs of additional mailings.
THE SIGNERS OF THIS PROXY HEREBY APPOINT STEPHEN B. TIMBERS AND ARTHUR R.
GOTTSCHALK, AND EACH OF THEM, ATTORNEYS AND PROXIES, WITH POWER OF SUBSTITUTION
IN EACH, TO VOTE ALL SHARES FOR THE SIGNERS AT THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 16, 1995, AND AT ANY ADJOURNMENTS THEREOF, AS
SPECIFIED HEREIN, AND IN ACCORDANCE WITH THEIR BEST JUDGMENT, ON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THIS MEETING. THIS PROXY WILL BE VOTED AS
SPECIFIED HEREIN BY YOU. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED
FOR THE ELECTION OF THE BOARD MEMBERS WHO HAVE BEEN NOMINATED AND AS RECOMMENDED
BY THE BOARD ON EACH OTHER ITEM SET FORTH ON THIS PROXY.
