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 ss. 240.14a-11(c) or ss. 240.14a-12
American Strategic Income Portfolio Inc.
American Strategic Income Portfolio Inc.--II
American Strategic Income Portfolio Inc.--III
American Select Portfolio Inc.
-----------------------------------------------------
(Name of Registrant as Specified in its Charter)
(specify)
-------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a96(i)(4) and O-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
(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 by written 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>
AMERICAN STRATEGIC INCOME PORTFOLIO INC.
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III
AMERICAN SELECT PORTFOLIO INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 16, 1999
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
American Strategic Income Portfolio Inc., American Strategic Income Portfolio
Inc.--II, American Strategic Income Portfolio Inc.--III and American Select
Portfolio Inc. (individually, a "Fund" and collectively, the "Funds") will be
held at 9:00 a.m., Central Time, on Monday, August 16, 1999, on the 7th floor of
U.S. Bank Place, 601 Second Avenue South, Minneapolis, Minnesota. The purposes
of the meeting are as follow:
1. To elect a Board of Directors and set the number of directors
at nine.
2. To ratify the selection of Ernst & Young LLP as independent
public accountants of each Fund for the current fiscal year.
3. To transact such other business as may properly come before
the meeting.
EACH FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS APPROVAL OF EACH
ITEM LISTED ON THIS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS.
Shareholders of record as of the close of business on June 28, 1999 are
entitled to notice of, and to vote at, the meeting or any adjournment(s)
thereof.
SHAREHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE THE ACCOMPANYING PROXY CARD, WHICH IS BEING SOLICITED BY
THE BOARD OF DIRECTORS OF THE FUNDS. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE
MEETING. PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY
SUBMITTING TO THE RESPECTIVE FUND A WRITTEN NOTICE OF REVOCATION OR A
SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
HOWEVER, ATTENDANCE AT THE MEETING WILL NOT BY ITSELF SERVE TO REVOKE A PROXY.
Michael J. Radmer
Secretary
July 13, 1999
<PAGE>
AMERICAN STRATEGIC INCOME PORTFOLIO INC.
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III
AMERICAN SELECT PORTFOLIO INC.
ANNUAL MEETING OF SHAREHOLDERS--AUGUST 16, 1999
The enclosed proxy is solicited by the Board of Directors of American
Strategic Income Portfolio Inc. ("ASP"), American Strategic Income Portfolio
Inc.--II ("BSP"), American Strategic Income Portfolio Inc.--III ("CSP") and
American Select Portfolio Inc. ("SLA") (individually, a "Fund" and collectively,
the "Funds") in connection with each Fund's annual meeting of shareholders to be
held August 16, 1999, and any adjournments thereof. The costs of solicitation,
including the cost of preparing and mailing the Notice of Meeting of
Shareholders and this Proxy Statement, will be allocated among and borne by the
Funds. Mailing of the Notice of Meeting of Shareholders and this Proxy Statement
will take place on approximately July 13, 1999. Representatives of U.S. Bank
National Association ("U.S. Bank"), the investment adviser of each Fund, may,
without cost to the Funds, solicit proxies on behalf of management of the Funds
by means of mail, telephone or personal calls. The address of the Funds and U.S.
Bank is 601 Second Avenue South, Minneapolis, Minnesota 55402.
A proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the Funds, or at the meeting prior to voting.
Unless revoked, properly executed proxies that have been returned by
shareholders without instructions will be voted "for" each proposal. In
instances where choices are specified in the proxy, those proxies will be voted
as the shareholder has instructed. With regard to the election of directors,
votes may be cast in favor or withheld. Abstentions may be specified with regard
to the ratification of the accountants. If a vote is withheld, the shareholder
will not be considered present and entitled to vote on the proposal. In the case
of an abstention, the shareholder will be considered present and entitled to
vote and the abstention will have the same effect as a vote "against" the
proposal. So far as the Board of Directors is aware, no matters other than those
described in this Proxy Statement will be acted upon at the meeting. Should any
other matters properly come before the meeting calling for a vote of
shareholders, it is the intention of the persons named as proxies to vote upon
such matters according to their best judgment.
Only shareholders of record of each Fund on June 28, 1999 may vote at
the meeting or any adjournment thereof. As of that date, the Funds had the
following numbers of issued and outstanding common shares: ASP -- 4,703,426; BSP
- -- 17,776,820; CSP -- 23,813,368; and SLA -- 11,869,583.
Each shareholder of a Fund is entitled to one vote for each share held.
None of the matters to be presented at the meeting will entitle any shareholder
to cumulative voting or appraisal rights. No person, to the knowledge of Fund
management, was the beneficial owner of more than 5% of the voting shares of any
Fund as of June 28, 1999, except at as follows: ASP -- Sit Investment
Associates, Inc. and affiliated entities, 4600 Norwest Center, Minneapolis, MN,
775,804 shares (16.49%) and Yale University, 230 Prospect Street, New Haven, CT,
286,299 shares (6.09%); BSP -- Sit Investment Associates and affiliated
entities, 3,408,367 shares (19.17%); CSP -- Sit Investment Associates and
affiliated entities, 2,752,480 shares (11.56%) and SLA -- Sit Investment
Associates and affiliated entities, 1,471,632 shares (12.40%)
In the event that sufficient votes are not received for the adoption of
any proposal, an adjournment or adjournments of the meeting may be sought. Any
adjournment would require a vote in favor of the adjournment by the holders of a
majority of the shares present at the meeting (or any adjournment thereof) in
person or by proxy. In such circumstances, the persons named as proxies will
vote all shares that have voted for the proposal in favor of adjournment; shares
voted against the proposal will be voted against adjournment.
A COPY OF EACH FUND'S MOST RECENT ANNUAL REPORT AND SUBSEQUENT
SEMI-ANNUAL REPORT, IF ANY, IS AVAILABLE TO SHAREHOLDERS UPON REQUEST. IF YOU
WOULD LIKE TO RECEIVE A COPY, PLEASE CONTACT THE FUNDS AT 601 SECOND AVENUE
SOUTH, MINNEAPOLIS, MINNESOTA 55402, OR CALL 800-722-7161 AND ONE WILL BE SENT,
WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, shareholders of each Fund will be asked to elect the
members of that Fund's Board of Directors. The Bylaws of each Fund provide that
the shareholders have the power to establish the number of Directors (subject to
the authority of the Board of Directors to increase or decrease the number as
permitted by law). The directors recommend that the size of the Board of
Directors of each Fund be maintained at nine.
Listed below are the nominees for director to be elected by the
shareholders of each Fund. Each director is currently a director of each Fund.
Mr. Bennett has been a director of each Fund since its inception. Each of the
other directors was elected by shareholders at their last annual meeting in
August 1998, except Mr. Murphy who was elected by the other directors on June 2,
1999.
It is intended that the enclosed proxy will be voted for the election
of the persons named below as directors of each Fund unless such authority has
been withheld in the proxy. The term of office of each person elected will be
until the next annual meeting of shareholders or until his or her successor is
duly elected and shall qualify. Pertinent information regarding each nominee's
principal occupation and business experience during the past five years is set
forth below. Unless otherwise indicated, all positions have been held more than
five years. Each nominee also serves as a director of all other closed-end and
open-end investment companies managed by U.S. Bank (the "Fund Complex"). There
are currently a total of eleven closed-end investment companies and three
open-end investment companies consisting of 38 funds in the Fund Complex.
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME AND AGE DURING PAST 5 YEARS
- ------------ --------------------------------------------
David T. Bennett, 57 Of counsel to the law firm of Gray, Plant, Mooty,
Mooty & Bennett P.A., Minneapolis, Minnesota;
chairman of a group of privately held companies
and member of the board of directors of a number
of non-profit organizations.
Robert J. Dayton, 55 Chief Executive Officer and Chairman (1989-1993)
of Okabena Company (a private family investment
office).
Roger A. Gibson, 52 Vice President of North America-Mountain Region
for United Airlines since June 1995; prior to
which he was Vice President, Customer Service for
United Airlines in the West Region in San
Francisco, California and the Mountain Region in
Denver, Colorado; employed at United Airlines
since 1967.
Andrew M. Hunter III, 50 Chairman of Hunter, Keith Industries, Inc., a
diversified manufacturing and management services
company.
Leonard W. Kedrowski, 56 Owner and President of Executive Management
Consulting, Inc., a management consulting firm;
prior to which he was Vice President, Chief
Financial Officer, Treasurer, Secretary and
Director of Anderson Corporation, a large
privately-held manufacturer of wood windows, from
1983 to 1992.
John M. Murphy, Jr.,* 57 Executive Vice President of U.S. Bancorp since
January 1999; prior to which he was Chairman and
Chief Investment Officer of First American Asset
Management and U.S. Bank Trust, N.A., and
Executive Vice President of U.S. Bancorp from 1991
to 1999.
Robert L. Spies,* 63 Director, Iowa Trust and Savings Bank, Emmetsburg,
Iowa; prior to which he was employed by First Bank
System, Inc. (the predecessor of U.S. Bancorp) and
subsidiaries from 1957 to January 1997, most
recently as Vice President, First Bank National
Association.
- 2 -
<PAGE>
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME AND AGE DURING PAST 5 YEARS
- ------------ --------------------------------------------
Joseph D. Strauss, 57 Owner and President, Strauss Management Company
since 1988; owner and President, Community
Resource Partnerships, Inc., a business focused on
creating economic development and redevelopment
tools for local units of government;
attorney-at-law; past Chair of the Boards of
Directors of the open-end investment companies in
the Fund Complex from 1993 to September 1997.
Virginia L. Stringer, 53 Chair of the Boards of Directors of all open-end
and closed-end investment companies in the Fund
Complex since September 1997; Owner and President,
Strategic Management Resources, Inc.; prior to
which she was President and Director of The
Inventure Group, a management consulting and
training company; President of Scott's, Inc., a
transportation company; and Vice President of
Human Resources of The Pillsbury Company.
- -------------------
* Denotes directors who are considered to be "interested persons" (as defined by
the 1940 Act) of the Funds.
As of June 28, 1999, the officers and directors of each Fund as a group
beneficially owned less than 1% of the outstanding shares of such Fund. No
director of the Funds has any material interest in any material transaction that
occurred since the beginning of any Fund's most recently completed fiscal year,
or in any proposed material transaction, to which U.S. Bank or any of its
affiliates was or is to be a party.
The Board of Directors of each Fund has established an Audit Committee
which currently consists of Messrs. Bennett, Gibson, Spies and Strauss, and Mr.
Kedrowski, who serves as its chairperson. The Audit Committee met one time
during the fiscal year of ASP and SLA ended November 30, 1998 and four times
during the fiscal year of BSP and CSP ended May 31, 1999. The functions to be
performed by the Audit Committee are to recommend annually to the Board a firm
of independent certified public accountants to audit the books and records of
each Fund for the ensuing year; to monitor that firm's performance; to review
with the firm the scope and results of each audit and determine the need, if
any, to extend audit procedures; to confer with the firm and representatives of
each Fund on matters concerning the Fund's financial statements and reports
including the appropriateness of its accounting practices and of its financial
controls and procedures; to evaluate the independence of the firm; to review
procedures to safeguard portfolio securities; to review the purchase by each
Fund from the firm of non-audit services; to review all fees paid to the firm;
and to facilitate communications between the firm and the Funds' officers and
directors.
The Board of Directors also has a Board Development Committee, the
functions of which are, among others, to recommend to the Board nominees for
election as directors consistent with the needs of the Board and the Funds and
to recommend to the Board compensation plans and arrangements for directors.
Members of the Board Development Committee are Messrs. Bennett, Dayton, Hunter,
Murphy and Strauss and Ms. Stringer. Mr. Murphy is a nonvoting member of the
Committee with respect to director nominations, Board compensation
recommendations and certain other issues. The Board Development Committee met
one time during the last fiscal year of ASP and SLA and four times during the
last fiscal year of BSP and CSP. The Board Development Committee will consider
nominees recommended by shareholders if the Committee is considering other
nominees at the time of the recommendation and if the nominee meets the
Committee's criteria. Any recommendations should be directed to the Secretary of
the Funds.
During the last fiscal year of ASP and SLA there was one meeting of the
current Board of Directors. There were three meetings of the current Board of
Directors during the last fiscal year of BSP and CSP. Each director attended at
least 75% of all meetings of the Board of Directors and of committees of which
he or she was a member that were held while he or she was serving on the Board
of Directors or on such committee, except Mr. Hunter and Mr. Dayton (each with
respect to ASP and SLA).
No compensation is paid by the Funds to any director who is an officer
or employee of U.S. Bank or any of its affiliates. Each director, other than the
Chair, currently receives an annual retainer from the Fund Complex of $27,000
and a fee of $4,000 for each full Board meeting attended. The Board Chair
receives an annual retainer of
- 3 -
<PAGE>
$40,500 and a fee of $6,000 for each full Board meeting attended. Each committee
member, other than the chair of the applicable committee, receives a fee of
$1,200 for each committee meeting attended; the chair of a committee receives a
fee of $1,800. Directors also receive a fee of $500 for telephonic Board or
committee meetings. The Board or Committee Chair receives a fee of $750 for such
meetings. Directors are also reimbursed for travel expenses and, in certain
cases, receive a per diem fee of $1,500 when traveling out of town on Fund
business. Director fees are allocated among the Funds and the other closed- and
open-end investment companies in the Fund Complex on the basis of net assets.
The following table sets forth the compensation received by each
director from each Fund for its most recent fiscal year, as well as the total
compensation received by each director from Fund Complex for the twelve-months
ended December 31, 1998. Mr. Murphy did not receive any compensation from any of
the Funds during these periods.
TOTAL FROM
ASP BSP CSP SLA FUND COMPLEX *
------- ------- ------- ------- --------------
Bennett** $ 1,048 $ 1,166 $ 1,166 $ 1,556 $ 26,300
Dayton 57 150 150 57 58,200
Gibson 59 157 157 59 52,900
Hunter 54 148 148 54 54,350
Kedrowski 74 194 194 74 62,400
Spies 68 164 164 68 57,150
Strauss 76 242 242 76 68,950
Stringer 87 239 239 87 81,150
- -------------------
* Currently consists of three open-end and eleven closed-end investment
companies managed by U.S. Bank, including the Funds.
**Mr. Bennett was a director of each Fund during its entire fiscal year, but has
been a director of the other investment companies in the Fund Complex only since
September 1998. The other directors have served as directors of the Funds since
August 1998. Prior to August 1998, the Funds had different compensation
arrangements.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR
OF ALL NOMINEES TO SERVE AS DIRECTORS. For each Fund, the vote of a majority of
the shares represented at the meeting is sufficient for the election of each
nominee, provided at least a quorum (a majority of the outstanding shares) is
represented in person or by proxy. Unless otherwise instructed, the proxies will
vote for all nominees. In the event any of the above nominees are not candidates
for election at the meeting, the proxies will vote for such other persons as the
Board of Directors may designate. Nothing currently indicates that such a
situation will arise.
PROPOSAL TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Investment Company Act of 1940 (the "1940 Act") provides that every
registered investment company shall be audited at least once each year by
independent public accountants selected by a majority of the directors of the
investment company who are not interested persons of the investment company or
its investment adviser. The 1940 Act requires that the selection be submitted
for ratification or rejection by the shareholders at their next annual meeting
following the selection.
The directors, including a majority who are not interested persons of
U.S. Bank or the Funds, have selected Ernst & Young LLP ("Ernst & Young") to be
the Funds' independent public accountants for each Fund's current fiscal year.
Ernst & Young has no direct or material indirect financial interest in the Funds
or in U.S. Bank, other than receipt of fees for services to the Funds and U.S.
Bank and its affiliates. Ernst & Young also serves as the independent public
accountants for each of the other investment companies managed by U.S. Bank and
as the independent public accountants for U.S. Bank and its affiliates.
On September 9, 1998, the Funds' Board of Directors, upon the
recommendation of the Audit Committee, appointed Ernst & Young the independent
accountants for ASP and SLA for the fiscal year ending November 30, 1999 and for
BSP and CSP for the fiscal year ending May 31, 2000, and dismissed KPMG LLP
("KPMG").
- 4 -
<PAGE>
KPMG's reports on the Funds' financial statements for the past two fiscal years
have not contained an adverse opinion or a disclaimer of opinion, and have not
been qualified as to uncertainty, audit scope or accounting principles. In
addition, there have not been any disagreements with KPMG during the Funds' two
most recent fiscal years on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of KPMG, would have caused it to make a reference
to the subject matter of the disagreement in connection with its reports.
Representatives of Ernst & Young are expected to be present at the
meeting. Such representatives will have the opportunity to make a statement to
shareholders if they choose to do so and are expected to be available to respond
to appropriate questions. Representatives of KPMG are not expected to attend the
meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR
OF THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG. For each Fund, the vote
of a majority of the shares represented at the meeting is sufficient for the
ratification of the selection of the independent public accountants, provided at
least a quorum (a majority of the outstanding shares) is represented in person
or by proxy. Unless otherwise instructed, the proxies will vote for the
ratification of the selection of Ernst & Young as each Fund's independent public
accountants.
EXECUTIVE OFFICERS OF THE FUNDS
Information about each executive officer's position and term of office
with the Funds and business experience during the past five years is set forth
below. Unless otherwise indicated, all positions have been held more than five
years. No executive officer receives any compensation from the Funds.
BUSINESS EXPERIENCE DURING
NAME AND (AGE) POSITION/TERM OF OFFICE PAST FIVE YEARS
- -------------- ----------------------- ---------------------------
Paul A. Dow (48) President since 1996 Senior Managing Director of
First American Asset
Management, a division of
U.S. Bank, since May 1,
1998; prior thereto, Chief
Executive Officer,
President, Chief Investment
Officer and Chairman of the
Board of Directors of Piper
Capital Management Inc.
("Piper Capital").
Robert H. Nelson (35) Vice President since Senior Vice President of
1996 and Treasurer First American Asset
since 1995 Management since May 1,
1998; prior thereto, Senior
Vice President of Piper
Capital.
John G. Wenker (46) Senior Vice President Managing Director of First
since 1996 American Asset Management
since May 1, 1998; prior
thereto, Senior Vice
President of Piper Capital.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on Fund records and other information, the Funds believe that all
SEC filing requirements applicable to their directors and officers, U.S. Bank
and companies affiliated with U.S. Bank, pursuant to Section 16(a) of the
Securities Exchange Act of 1934, with respect to each Fund's fiscal year end
were satisfied, except that David Bennett (for ASP) and Douglas White (for BSP
and CSP) each failed to timely file a Form 4. The required Form was subsequently
filed.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder to be considered for presentation at the
next Annual Meeting must be received at the Funds' offices, U.S. Bank Place, 601
Second Avenue South, Minneapolis, Minnesota 55402, no later than March 15, 2000.
Michael J. Radmer
Dated: July 13, 1999 Secretary
- 5 -
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME:
Monday, August 16, 1999
at 9:00 a.m.
PLACE:
U.S. Bank Place, 7th Floor
601 Second Avenue South
Minneapolis, Minnesota
IMPORTANT:
Please date and sign your
proxy card and return it promptly
using the enclosed reply envelope.
Book 2
Cusip Numbers:
030098-10-7
030099-10-5
03009T-10-1
029570-10-8
<PAGE>
[NAME OF FUND]
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints Paul A. Dow and Robert H. Nelson, and
each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of
[INSERT NAME OF FUND] (the "Fund"), held by the undersigned at the annual
meeting of shareholders of the Fund to be held on August 16, 1999, and at any
adjournments thereof, with all the powers the undersigned would possess if
present in person. All previous proxies given with respect to the meeting are
revoked.
THE PROXIES ARE INSTRUCTED:
1. To vote:
_____FOR all nominees listed below (except as marked to the contrary
below)
_____WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: David T. Bennett, Robert J. Dayton, Roger A. Gibson, Andrew M.
Hunter III, Leonard W. Kedrowski, John M. Murphy, Jr., Robert L. Spies, Joseph
D. Strauss and Virginia L. Stringer. (Instruction: To withhold authority to vote
for any individual nominee, write that nominee's name on the line provided
below.)
- --------------------------------------------------------------------------------
2. To vote: FOR____ AGAINST____ ABSTAIN____ ratification of the selection of
Ernst & Young LLP as independent public accountants for the Fund.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any adjournments or
postponements thereof.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE
ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.
Dated: ______________________________, 1999
___________________________________________
___________________________________________
IMPORTANT: Please date and sign this Proxy.
If the stock is held jointly, signature
should include both names. Executors,
administrators, trustees, guardians, and
others signing in a representative capacity
should give their full title as such.
