TEMPLETON AMERICAN TRUST, INC.
700 Central Avenue, St. Petersburg, Florida 33701-3628
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MAY 4, 1995
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Templeton
American Trust, Inc. (the "Fund") will be held at the Fund's offices, 700
Central Avenue, St. Petersburg, Florida 33701-3628 on Thursday, May 4, 1995 at
10:00 A.M. (Eastern Daylight Time) for the following purposes:
I. To elect twelve Directors of the Fund to hold office until their
successors are elected and qualified.
II. To transact such other business as may properly come before the Special
Meeting.
Every Shareholder of record as of the close of business on March 15, 1995
will be entitled to vote.
By Order of the Board of Directors,
Thomas M. Mistele, Secretary
March 31, 1995
MANY SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TEMPLETON FUND AND WILL HAVE
RECEIVED PROXY MATERIAL FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN
EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE THAT YOU RECEIVE REGARDLESS OF
THE NUMBER OF SHARES YOU OWN.
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TEMPLETON AMERICAN TRUST, INC.
700 Central Avenue, St. Petersburg, Florida 33701-3628
-------------------
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and Notice of Special Meeting with accompanying form of
proxy are being mailed to Shareholders of Templeton American Trust, Inc. (the
"Fund") on or about March 31, 1995. THEY ARE BEING FURNISHED IN CONNECTION WITH
THE SOLICITATION OF PROXIES BY THE TRUSTEES OF THE FUND FOR USE AT THE SPECIAL
MEETING OF SHAREHOLDERS ON MAY 4, 1995, OR ANY ADJOURNMENT THEREOF. The Fund's
Annual Report for the period ended December 31, 1994 will be provided without
charge upon request. Such requests shall be addressed to Franklin Templeton
Investor Services, Inc., P.O. Box 33030, St. Petersburg, Florida 33733-8030, or
telephone (800) 292-9293 or (813) 823-8712.
Proxies given by Shareholders for use at the Special Meeting may be revoked
at any time prior to their use. In addition to revocation in any other manner
permitted by law, Shareholders giving a proxy may revoke the proxy by an
instrument in writing executed by the Shareholder or by his attorney authorized
in writing or, if the Shareholder is a corporation, under its corporate seal, by
an officer or attorney thereof duly authorized, and deposited either at the
office of the Fund at any time up to and including the last business day
preceding the day of the Special Meeting, or any adjournment thereof, or with
the chairman of such Special Meeting on the day of the Special Meeting or
adjournment thereof.
The cost of soliciting proxies in the accompanying form, including the fees
of a proxy soliciting agent, will be borne by the Fund. In addition to
solicitation by mail, proxies may be solicited by Directors, officers and
regular employees and agents of the Fund without compensation therefor. The Fund
will reimburse brokerage firms and others for their expenses in forwarding proxy
material to the beneficial owners and soliciting them to execute the proxies.
As of December 31, 1994, there were 3,038,787 Fund Shares outstanding. Each
Share of record as of the close of business on March 15, 1995 will be entitled
to one vote on all matters presented at the Special Meeting. As of March 9,
1995, all the Directors and officers of the Fund, as a group, owned beneficially
Fund Shares representing less than 1% of the total outstanding Shares. To the
knowledge of management, as of March 9, 1995, no person owned beneficially or
had the right to vote 5% or more of the outstanding Fund Shares, except that
Merrill Lynch, Pierce, Fenner & Smith, Inc., P.O. Box 45286, Jacksonville, FL
32232-5286 owned 297,009 shares (9.72%), and Anne Zimmerman, Trustee, or Gail
Zimmerman, Trustee, for Anne Dudley Templeton Zimmerman Revocable Trust dated
11/14/91, 2361 Trojan Drive, Casper WY 82609-3604, owned 160,812.915 shares
(5.26%).
As of December 31, 1994, the Fund had net assets of $37,959,366.
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GENERAL INFORMATION
The Investment Manager of the Fund is Templeton Investment Counsel, Inc.
("TICI" or the "Investment Manager"), a Florida corporation located at Broward
Financial Centre, Fort Lauderdale, Florida 33394-3091. Pursuant to an Investment
Management Agreement dated October 30, 1992, the Investment Manager manages the
investment and reinvestment of Fund resources. The Investment Manager is an
indirect wholly-owned subsidiary of Franklin Resources, Inc. ("Franklin").
Franklin, a publicly-held company, is primarily engaged, through various
subsidiaries, in providing investment management, share distribution, transfer
agent and administrative services to a family of investment companies.
Templeton Global Investors, Inc., Broward Financial Centre, Suite 2100, Ft.
Lauderdale, Florida 33394-3091, an indirect wholly-owned subsidiary of Franklin,
performs certain administrative functions for the Fund pursuant to a Business
Management Agreement.
Franklin Templeton Distributors, Inc.. ("FTD"), P.O. Box 33030, St.
Petersburg, Florida 33733-8030, is the Principal Underwriter of the Fund's
Shares. FTD is an indirect wholly-owned subsidiary of Franklin.
I. ELECTION OF DIRECTORS
Pursuant to the Fund's Articles of Incorporation and Bylaws, the Directors
of the Fund have fixed the number of Directors at twelve. The Directors shall
serve until they resign, die or are removed and until their respective
successors are duly elected and qualified. The nominees have indicated an
intention to serve if elected and have consented to be named in this Proxy
Statement. If any of the nominees should not be available, the persons named in
the proxy will vote in their discretion for another person or other persons who
may be nominated as Directors.
The Directors of the Fund have called a Special Meeting for the purpose of
electing Directors in order to comply with regulatory requirements and
provisions of the Fund's Bylaws which provide that a majority of the Directors
be elected by the Shareholders.
The persons named in the accompanying form of proxy intend to vote at the
Special Meeting (unless directed not to vote) for the election of the nominees
named below. All of the nominees are currently Directors of the Fund, except
Betty P. Krahmer. In addition, all of the nominees are also directors or
trustees of other Templeton Funds for which the Investment Manager and/or its
affiliates act as investment manager.
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The following table provides information concerning each nominee for
election as a Trustee:
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
NAME, ADDRESS AND PRINCIPAL OCCUPATION TRUSTEE OF TOTAL OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MARCH 9, 1995
------------------------- -------------------------------------- -------- ---------------------
<S> <C> <C> <C>
HARRIS J. ASHTON Chairman of the Board, president, and 1992 -0-
Metro Center, 1 Station chief executive officer of General
Place Host Corporation (nursery and craft
Stamford, Connecticut centers); director of RBC Holdings
Director Inc. (a bank holding company) and
Bar-S Foods; and director, trustee
or managing general partner, as the
case may be, of 54 of the investment
companies in the Franklin Templeton
Group. Age 62.
JOHN G. BENNETT, JR. Founder, chairman of the board, and 1993 (**)
3 Radnor Corporate president of the Foundation for New
Center, Era Philanthropy; president and
Suite 150 chairman of the boards of the Evelyn
100 Matsonford Road M. Bennett Memorial Foundation and
Radnor, Pennsylvania NEP International Trust; chairman of
Director the board and chief executive
officer of The Bennett Group
International, LTD; chairman of the
boards of Human Service Systems,
Inc. and Multi-Media Communications,
Inc.; a director or trustee of many
national and international
organizations, universities, and
grantmaking foundations serving in
various executive board capacities;
member of the Public Policy
Committee of the Advertising
Council; and director or trustee of
23 Templeton Funds. Age 57.
NICHOLAS F. BRADY* Chairman, Templeton Emerging Markets 1993 (**)
102 East Dover Street Investment Trust PLC; chairman,
Easton, Maryland Templeton Latin America Investment
Director Trust PLC; chairman of Darby
Overseas Investments, Ltd. (an
investment firm), (1994-present);
director of the Amerada Hess
Corporation, Capital Cities/ABC,
Inc., Christiana Companies, and the
H.J. Heinz Company; Secretary of the
United States Department of the
Treasury (1988-January 1993);
chairman of the board of Dillon,
Read & Co. Inc. (investment banking)
prior thereto; and director or
trustee of 23 Templeton Funds. Age
64.
</TABLE>
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<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
NAME, ADDRESS AND PRINCIPAL OCCUPATION TRUSTEE OF TOTAL OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MARCH 9, 1995
------------------------- -------------------------------------- -------- ---------------------
<S> <C> <C> <C>
HARMON E. BURNS* Executive vice president, secretary, 1993 -0-
777 Mariners Island Blvd. and director of Franklin Resources,
San Mateo, California Inc.; executive vice president and
Director director of Franklin Templeton
Distributors, Inc.; executive vice
president of Franklin Advisers,
Inc.; officer and/or director, as
the case may be of other
subsidiaries of Franklin Resources,
Inc.; and officer and/or director,
trustee or general partner, as the
case may be, for 41 of the
investment companies in the Franklin
Templeton Group. Age 50.
FRANK J. CROTHERS President and chief executive officer 1991 (0.03%)
P.O. Box N-3238 of Atlantic Equipment & Power, Ltd;
Nassau, Bahamas vice chairman of Carribean Utilities
Director Co., Ltd; president of Provo Power
Corporation; director of various
other business and nonprofit
organizations; and director or
trustee of 4 Templeton Funds. Age
50.
S. JOSEPH FORTUNATO Member of the law firm of Pitney, 1992 -0-
200 Campus Drive Hardin, Kipp & Szuch; director of
Florham Park, New Jersey General Host Corporation; and
Director director, trustee or managing
general partner, as the case may be,
for 56 investment companies in the
Franklin Templeton Group. Age 62.
ANDREW H. HINES, JR. Consultant, Triangle Consulting Group; 1993 (**)
150 2nd Avenue N. chairman of the board and chief
St. Petersburg, Florida executive officer of Florida
Director Progress
Corporation (1982-February 1990)
and director of various of its
subsidiaries; chairman and director
of Precise Power Corporation;
Executive-In-Residence of Eckerd
College (1991-present); director of
Checkers Drive-In Restaurants, Inc.;
and director or trustee of 23
Templeton Funds. Age 72.
BETTY P. KRAHMER Director or trustee of various civic + -0-
2201 Kentmere Parkway associations; former economic
Wilmington, Delaware analyst, U.S. Government; and
Director director or trustee of 19 Templeton
Funds. Age 65.
</TABLE>
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<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
NAME, ADDRESS AND PRINCIPAL OCCUPATION TRUSTEE OF TOTAL OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MARCH 9, 1995
------------------------- -------------------------------------- -------- ---------------------
<S> <C> <C> <C>
GORDON S. MACKLIN Chairman of White River Corporation 1993 -0-
8212 Burning Tree Road (information services); director of
Bethesda, Maryland Fund America Enterprises Holdings,
Director Inc., Lockheed Martin Corporation,
MCI Communications Corporation and
Medimmune, Inc.; formerly, chairman
of Hambrecht and Quist Group;
director of H&Q Healthcare
Investors; president of the National
Association of Securities Dealers,
Inc.; and director, trustee, or
managing general partner, as the
case may be, of 51 of the investment
companies in the Franklin Templeton
Group. Age 66.
FRED R. MILLSAPS Manager of personal investments (1978- 1992 (0.21%)
2665 NE 37th Drive present); chairman and chief
Fort Lauderdale, Florida executive officer of Landmark
Director Banking Corporation (1969-1978);
financial vice president of Florida
Power and Light (1965-1969); vice
president of Federal Reserve Bank of
Atlanta (1958-1965); director of
various other business and nonprofit
organizations; and director or
trustee of 23 Templeton Funds. Age
65.
JOHN M. TEMPLETON* President of First Trust Bank, Ltd., 1991 -0-
Lyford Cay Nassau, Bahamas; previously the
Nassau, Bahamas chairman of the board and employee
Chairman of the Board of Templeton, Galbraith & Hansberger
Ltd. (prior to October 30, 1992);
and chairman of the board of 23
Templeton Funds. Age 82.
CONSTANTINE DEAN Physician, Lyford Cay Hospital (July 1991 (0.03%)
TSERETOPOULOS 1987-present); Cardiology Fellow,
Lyford Cay Hospital University of Maryland (July 1985-
P.O. Box N-7776 July 1987); Internal Medicine
Nassau, Bahamas Intern, Greater Baltimore Medical
Director Center (July 1982-July 1985); and
director or Trustee of 4 Templeton
Funds. Age 41.
</TABLE>
------------
*Messrs. Templeton, Burns and Brady are "interested persons" of the Fund as
that term is defined in the Investment Company Act of 1940 (the "1940 Act").
On December 30, 1994, Franklin Resources, Inc. acquired a limited partnership
interest representing a 4.41 percentage interest in Darby Overseas Partners,
L.P. ("Darby Overseas"). As Mr. Brady owns a 17.27 percentage interest in
Darby Overseas, Mr. Brady and Franklin Resources are both limited
(Footnotes continued on following page)
5
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(Footnotes continued from preceding page)
partners of Darby Overseas. Mr. Brady established Darby Overseas in February,
1994, and is Chairman and a shareholder of the corporate general partner of
Darby Overseas (which itself owns a 1.00 percent interest in Darby Overseas).
In addition, on December 30, 1994, Templeton, Galbraith & Hansberger Ltd. made
a capital commitment to Darby Emerging Markets Fund, L.P. ("Darby Emerging
Markets"), representing 18.53 percent of the total committed capital of Darby
Emerging Markets as of that date. Darby Overseas has a capital commitment to
Darby Emerging Markets representing 18.53 percent of the total committed
capital of Darby Emerging Markets, serves as advisor to Darby Emerging Markets
and, together with its general partner, owns 100 percent of the shares of the
general partner of Darby Emerging Markets. Mrs. Krahmer, Dr. Tseretopoulous
and Messrs. Crothers, Hines, Millsaps, Bennett, Ashton, Macklin and Fortunato
are not "interested persons" of the Fund.
**Less than 0.01%.
+Mrs. Krahmer has been nominated to fill the vacancy created by the resignation
of William Young Boyd, II, who tendered his resignation to pursue his business
and literary commitments.
There are no family relationships between any of the nominees for Director.
REMUNERATION OF DIRECTORS AND OFFICERS
As indicated above, certain of the Fund's Directors and officers hold
positions with other investment companies in the Franklin Templeton Group. Each
Templeton Fund pays its independent directors/trustees and Mr. Brady an annual
retainer and/or fees for attendance at board and committee meetings, the amount
of which is based on the level of assets in the fund. Accordingly, based upon
the assets of the Fund as of December 31, 1994 the Fund will pay the Independent
Directors and Mr. Brady an annual retainer of $100.00. Directors are reimbursed
for any expenses incurred in attending meetings. The direct aggregate and total
remuneration (including reimbursements of such expenses) paid to all Directors
as a group for the fiscal year ended December 31, 1994, under the Director
compensation arrangement then in effect, was $30,600. During the fiscal year
ended December 31, 1994, fees were paid by the Fund to Messrs. Ashton ($1,525),
Tseretopoulos ($2,025), Crothers ($2,025), Fortunato ($1,525), Macklin ($1,525),
Bennett ($1,525), Brady ($1,525), Hines ($2,025), and Millsaps ($1,525). For the
fiscal year ended December 31, 1994, pursuant to the compensation arrangements
then in effect, Messrs. Ashton, Tseretopoulos, Crothers, Fortunato, Macklin,
Bennett, Brady, Hines, Templeton, Burns and Millsaps and Mrs. Krahmer received
total fees of $319,925, $12,850, $12,850, $336,065, $303,685, $105,625, $86,125,
$106,125, $0, $0, $106,125, and $75,275, respectively, from the various Franklin
and Templeton Funds for which they serve as directors, trustees or managing
general partners. The Fund does not maintain any pension or retirement plans. No
officer or Trustee received any other compensation directly from the Fund.
During the year ended December 31, 1994, Messrs. Templeton and Burns, as
shareholders of Franklin, participated in the advisory and non-advisory fees
received by TICI and its affiliates from the Templeton Funds.
The Fund has a standing Audit Committee presently consisting of Messrs.
Crothers, Millsaps and Tseretopoulos, all of whom are Directors and
noninterested persons of the Fund. The Audit Committee reviews both the audit
and nonaudit work of the Fund's independent public accountants,
6
<PAGE>
submits a recommendation to the Directors as to the selection of independent
public accountants, and reviews generally the maintenance of the Fund's records
and the safekeeping arrangements of the Fund's custodians. The Board has
established a Nominating and Compensation Committee consisting of Messrs.
Crothers, Hines and Bennett. The Nominating and Compensation Committee is
responsible for the selection, nomination for appointment and election of
candidates to serve as Independent Directors of the Fund. The Nominating and
Compensation Committee is prepared to review nominations from Shareholders to
fill vacancies on the Board in written communications addressed to the Committee
at the Fund's headquarters, although the Committee expects to be able to
identify from its own resources an ample number of qualified candidates.
During the fiscal year ended December 31, 1994, there were four meetings of
the Directors and two meetings each of the Audit Committee and the Nominating
and Compensation Committee. Each of the Directors then in office attended at
least 75% of the total number of meetings of the Trustees held throughout the
year. There was 100% attendance at the meetings of the Audit Committee and the
Nominating and Compensation Committee.
EXECUTIVE OFFICERS OF THE FUND
Officers of the Fund are appointed by the Directors and serve at the
pleasure of the Board. The executive officers are:
GARY P. MOTYL Senior vice president and director of
500 East Broward Blvd. Templeton Investment Counsel, Inc.;
Fort Lauderdale, Florida director of Templeton Global Investors,
President since 1993 Inc.; president or vice president of other
Templeton Funds. Age 42.
CHARLES B. JOHNSON President, chief executive officer and
777 Mariners Island Blvd. director of Franklin Resources, Inc.;
San Mateo, California chairman of the board and director
Vice President since 1992 Franklin Advisers, Inc. and Franklin
Templeton Distributors, Inc.; director of
General Host Corporation, Franklin Adminstrative
Services, Inc. and Templeton Global Investors,
Inc.; and officer and director, trustee or
managing general partner, as the case may
be, of most other subsidiaries of Franklin
and of most of the investment companies in
the Franklin Templeton Group. Age 62.
7
<PAGE>
MARTIN L. FLANAGAN Senior vice president, treasurer and chief
777 Mariners Island Blvd. financial officer of Franklin Resources,
San Mateo, California Inc.; director, chief executive officer
Vice Presidnet since 1991 and executive vice president of Templeton
Investment Counsel, Inc.; director, president
and chief executive officer of Templeton Global
Investors, Inc.; director or trustee and
president or vice president of the Templeton
Funds; accountant, Arthur Andersen & Company
(1982-1983); member of the International
Society of Financial Analysts and the
American Institute of Certified Public
Accountants. Age 34.
MARK G. HOLOWESKO President, chief executive officer and
Lyford Cay director of Templeton Galbraith &
Nassau, Bahamas Hansberger Ltd. ("TGH"); director of
Vice President since 1991 global equity research for TGH; president
or vice president of the Templeton Funds;
investment administrator with Roy West
Trust Corporation (Bahamas) Limited
(1984-1988). Age 35.
JOHN R. KAY Vice president of the Templeton Funds; vice
500 East Broward Blvd. president and treasurer of Templeton
Fort Lauderdale, Florida Global Investors, Inc. and Templeton
Vice President since 1994 Worldwide, Inc.; formerly, vice president
and controller of the Keystone Group, Inc.
Age 54.
THOMAS M. MISTELE Senior vice president of Templeton Global
700 Central Avenue Investors, Inc.; president of Templeton
St. Petersburg, Florida Funds Trust Company; vice president of
Secretary since 1990 Franklin Templeton Distributors, Inc.;
secretary of the Templeton Funds;
attorney, Dechert Price & Rhoads (1985-
1988) and Freehill, Hollingdale & Page
(1988); judicial clerk, U.S. District
Court (Eastern District of Virginia)
(1984-1985). Age 41.
JAMES R. BAIO Certified public accountant; treasurer of
500 East Broward Blvd. the Templeton Funds; senior vice president
Fort Lauderdale, Florida of Templeton Worldwide, Inc. and Templeton
Treasurer since 1994 Global Investors, Inc. and Templeton Funds
Trust Company; formerly senior tax manager
of Ernst & Young (certified public
accountants) (1977-1989). Age 40.
II. OTHER BUSINESS
The Directors know of no other business to be presented at the Special
Meeting. If any additional matters should be properly presented, it is intended
that the enclosed proxy will be voted in accordance with the judgment of the
persons named in the proxy.
8
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ADJOURNMENT
In the event that sufficient votes in favor of the proposals set forth in
the Notice of Special Meeting and Proxy Statement are not received by the time
scheduled for the Special Meeting, the persons named as proxies may move one or
more adjournments of the Special Meeting to permit further solicitation of
proxies with respect to any such proposals. Any such adjournment will require
the affirmative vote of a majority of the Shares present at the Special Meeting.
The persons named as proxies will vote in favor of such adjournment those Shares
which they are entitled to vote which have voted in favor of such proposals.
They will vote against any such adjournment those proxies required to be voted
against such proposal.
VOTES REQUIRED
The presence in person or by proxy of the holders of a majority of the
outstanding Shares is required to constitute a quorum at the Special Meeting.
The election of Directors, as set forth in Proposal I, will require the vote of
the holders of a plurality of the Fund's Shares present at the Special Meeting.
If the accompanying form of proxy is executed properly and returned, Shares
represented by it will be voted at the meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, Shares
will be voted for the election of the Directors named in Proposal I. For
purposes of determining the presence of a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" will be treated as Shares that are
present but which have not been voted. For this reason abstentions and broker
"non-votes" will have the effect of "no" votes for purposes of obtaining
approval of Proposal I.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Directors,
Thomas M. Mistele, Secretary
March 31, 1995
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TEMPLETON AMERICAN TRUST, INC.
SPECIAL MEETING OF THE SHAREHOLDERS, MAY 4, 1995
PLEASE VOTE PROMPTLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints THOMAS M. MISTELE and JACK L. COLLINS, and each
of them, with full power of substitution, as proxies to vote for and in the
name, place, and stead of the undersigned at the Special Meeting of Shareholders
of the Templeton American Trust, Inc. (the "Fund"), to be held at the Fund's
offices, 700 Central Avenue, St. Petersburg, Florida 33701-3628 on Thursday,
May 4, 1995 at 10:00 a.m. EDT, and any adjournment thereof, according to the
number of votes and as if personally present.
This Proxy when properly executed will be voted in the manner (or not voted) as
specified. If no specification is made, the Proxy will be voted FOR all
nominees for Director in item 1, and within the discretion of the Proxy-
holders as to item 2.
The Board of Directors Recommends a vote FOR items 1 and 2.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS ------. KEEP THIS
PORTION FOR YOUR RECORDS.
<PAGE>
(DETACH HERE AND RETURN THIS PORTION ONLY)
TEMPLETON AMERICAN TRUST, INC.
VOTE ON DIRECTORS Unless otherwise specified in the spaces
provided, the undersigned's vote will be cast FOR
FOR WITH FOR each number item listed below.
ALL or HOLD or ALL
EXCEPT
--- -------- -------- 1. To elect the following 12 nominees as
Directors: John M. Templeton, Harmon E.
Burns, Nicholas F. Brady, Betty P. Krahmer,
Constantine D. Tseretopoulos, Frank J.
Crothers, Fred R. Millsaps, S. Joseph
Fortunato, Harris J. Ashton, Andrew H. Hines,
Jr., John G. Bennett, Jr. and Gordon S. Macklin.
VOTE ON PROPOSAL NO. 2 ------------------------------------------------
To withhold authority to vote for any individual
nominee(s), write those names on the above line.
FOR AGAINST ABSTAIN
--- ------- ------- 2. In their discretion, the Proxyholders are
authorized to vote on any such other matters
which may legally come before the meeting and
any adjournment thereof.
-------- I plan to attend the meeting.
Please sign this proxy card exactly as your name appears on the books of the
fund. 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 corporation, the signature should be that
of an authorized officer who should state his or her title.
------------------------- ------------------------------------ --------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
