<PAGE>
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant / /
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 Rule 14a-11(c) or Rule 14a-12
TRIPLE A AND GOVERNMENT SERIES-1997, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 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:
- --------------------------------------------------------------------------------
/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
TRIPLE A AND GOVERNMENT SERIES-1997, INC.
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 26, 1995
To The Shareholders:
The annual meeting of the holders of common shares ('Shares') of Triple A
and Government Series-1997, Inc. ('Series') will be held on October 26, 1995 at
10:00 a.m., eastern time, at 1285 Avenue of the Americas, 38th Floor, New York,
New York 10019, for the following purposes:
(1) To elect five directors to serve for the Series until the annual
meeting of shareholders in 1996, or until their successors are elected and
qualified;
(2) To ratify the selection of Ernst & Young LLP as the Series'
independent auditors for the fiscal year ending June 30, 1996; and
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
You are entitled to vote at the meeting and any adjournments thereof if you
owned Shares of the Series at the close of business on August 25, 1995. If you
attend the meeting, you may vote your Shares in person. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE.
By order of the Board
of Directors,
DIANNE E. O'DONNELL
Secretary
August 29, 1995
1285 Avenue of the Americas
New York, New York 10019
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN THE CARD, AND RETURN IN THE ENVELOPE PROVIDED. If you sign,
date and return the proxy card but give no voting instructions, your Shares
will be voted 'FOR' the nominees for director named in the attached proxy
statement and 'FOR' all other proposals noticed above. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE SERIES OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY CARD PROMPTLY. UNLESS PROXY CARDS
SUBMITTED BY CORPORATIONS AND PARTNERSHIPS ARE SIGNED BY THE APPROPRIATE
PERSONS AS INDICATED IN THE VOTING INSTRUCTIONS ON THE PROXY CARDS, THEY
WILL NOT BE VOTED.
<PAGE>
TRIPLE A AND GOVERNMENT SERIES-1997, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 26, 1995
This is a Proxy Statement for Triple A and Government Series-1997, Inc.
('Series') in connection with the solicitation by the Series' Board of Directors
('Board') of proxies to be used at the annual meeting of shareholders to be held
on October 26, 1995, or any adjournment or adjournments thereof ('Meeting').
This Proxy Statement will first be mailed to shareholders on or about August 29,
1995.
A majority of the shares of the Series' common stock ('Shares') outstanding
on August 25, 1995, represented in person or by proxy, must be present for the
transaction of the Series' business at the Meeting. In the absence of a quorum
or in the event that a quorum is present at the Meeting but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a majority
of those Shares represented at the Meeting in person or by proxy. If a quorum is
present, the persons named as proxies will vote those proxies which they are
entitled to vote FOR any such proposal in favor of such an adjournment, and will
vote those proxies required to be voted AGAINST any such proposal against such
adjournment. A shareholder vote may be taken on one or more of the proposals in
this Proxy Statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate.
Broker non-votes are Shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as Shares present for purposes of determining whether a quorum is present but
will not be voted for or against any adjournment. Accordingly, abstentions and
broker non-votes effectively will be a vote against adjournment or against any
proposal where the required vote is a percentage of the Shares present.
Abstentions and broker non-votes will not be counted, however, as votes cast for
purposes of determining whether sufficient votes have been received to approve a
proposal.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you give no voting instructions, your Shares will be voted
in favor of each of the proposals described in this Proxy Statement. The proxy
card may be revoked by giving another proxy, or by letter or telegram revoking
your proxy. To be effective, such revocation must be received by the Series
prior to the Meeting and must indicate your name and account number. In
addition, if you attend the Meeting in person you may, if you wish, vote by
ballot at the Meeting, thereby canceling any proxy previously given.
As of the record date, August 25, 1995, the Series had 4,245,649 Shares
outstanding. The solicitation of proxies, the cost of which will be borne by the
Series, will be made primarily by mail but also may include telephone or oral
communications by regular employees of PaineWebber Incorporated ('PaineWebber')
and Mitchell Hutchins Asset Management Inc. ('Mitchell Hutchins'), who will not
receive any compensation therefor from the Series. Management does not know of
any person who owns beneficially 5% or more of the Shares of the Series. Each
full Share of the Series outstanding is entitled to one vote and each fractional
Share of the Series outstanding is entitled to a proportionate share of one vote
for such purposes voted upon by the shareholders of the Series. The Series'
annual report containing financial statements for the fiscal year ended June 30,
1995 accompanies this Proxy Statement.
<PAGE>
Mitchell Hutchins serves as the Series' investment adviser and
administrator. Mitchell Hutchins is a wholly owned subsidiary of PaineWebber,
which is a wholly owned subsidiary of PaineWebber Group Inc. ('PW Group'), a
publicly held financial services holding company. PaineWebber acts as a dealer
and secondary market-maker in connection with over-the-counter secondary market
sales of the Series' Shares. The principal business address of each of Mitchell
Hutchins, PaineWebber and PW Group is 1285 Avenue of the Americas, New York, New
York 10019. Mitchell Hutchins Institutional Investors Inc. ('MHII') (the 'Sub-
Adviser') serves as the Series' investment sub-adviser. MHII is a wholly owned
subsidiary of Mitchell Hutchins. Its principal business address is 1285 Avenue
of the Americas, New York, New York 10019.
PROPOSAL 1. ELECTION OF DIRECTORS
Proposal 1 relates to the election of directors of the Series. Management
proposes the election of the five nominees named in the table below as directors
of the Series. At a meeting of the Board held on June 2, 1995, the Board
determined to expand the Series' Board from three to five and determined to
recommend Messrs. Armstrong and Burt as nominees to serve as directors, subject
to shareholder approval. Each nominee, including those who are not 'interested
persons' of the Series as that term is defined by the Investment Company Act of
1940 ('1940 Act') ('Independent Directors') has indicated his willingness to
serve if elected. If elected, each nominee will hold office until the next
annual meeting of shareholders or until his successor is elected and qualified.
Unless you give contrary instructions on the enclosed proxy card, your Shares
will be voted in favor of the election of the five nominees. If any of the
nominees should withdraw or otherwise become unavailable for election, your
Shares will be voted in favor of such other nominee or nominees as management
may recommend.
Mr. White has served as a director of the Series since its inception. Mr.
Torell was appointed to the Series' Board on November 18, 1992. Mr. Bewkes
served as a director of the Series from its inception until his resignation from
the Series' Board on December 10, 1993; he was reappointed to the Board on
December 27, 1993. Mr. Richard Q. Armstrong and Mr. Richard R. Burt have not
previously served as directors of the Series. Directors shall be elected by the
vote of the holders of a majority of the Shares of the Series present in person
or by proxy and entitled to vote thereon. If each of the five nominees is
elected by the Series' shareholders, they will constitute the entire board of
directors of the Series. As of June 30, 1995, the directors and executive
officers as a group (14 persons) did not beneficially own any of the Shares of
the Series.
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE
SERIES; BUSINESS EXPERIENCE DURING
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS
- -------------------------------------- --------------------------------------------------------------------------
<S> <C>
Richard Q. Armstrong; 59 Nominee. Mr. Armstrong is chairman and principal of RQA Enterprises
(management consulting firm) (since April 1991 and principal occupation
since March 1995). Mr. Armstrong is also a director of Hi Lo Automotive,
Inc. He was chairman of the board, chief executive officer and co-owner of
Adirondack Beverages (producer and distributor of soft drinks and
sparkling/still waters) (October 1993-March 1995). He was a partner of the
New England Consulting Group (management consulting firm) (December
1992-September 1993). He was managing director of LVMH U.S. Corporation
(U.S. subsidiary of the French luxury goods conglomerate, Luis Vuitton
Moet Hennessey Corporation) (1987-1991) and chairman of its wine and
spirits subsidiary, Schieffelin & Somerset Company (1987-1991). Mr.
Armstrong is also a director of five other
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE
SERIES; BUSINESS EXPERIENCE DURING
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS
- -------------------------------------- --------------------------------------------------------------------------
<S> <C>
investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
E. Garrett Bewkes, Jr.*; 68 Director and Chairman of the Board of Directors. Mr. Bewkes is a director
of PW Group (holding company of PaineWebber and Mitchell Hutchins) and a
consultant to PW Group. Prior to 1988, he was chairman of the board,
president and chief executive officer of American Bakeries Company. Mr.
Bewkes is also a director of Interstate Bakeries Corporation and NaPro
BioTherapeutics Inc. and a director or trustee of 26 other investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.
Richard R. Burt; 47 Nominee. Mr. Burt is chairman of International Equity Partners
(international investments and consulting firm) (since March 1994) and a
partner of McKinsey & Company (management consulting firm) (since 1991).
He is also a director of American Publishing Company. He was the chief
negotiator in the Strategic Arms Reduction Talks with the former Soviet
Union (1989-1991) and the U.S. Ambassador to the Federal Republic of
Germany (1985-1989). Mr. Burt is also a director of six other investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.
John R. Torell III; 56 Director. Mr. Torell is chairman of Torell Management, Inc. (financial
advisory firm) (since 1989). He is the former chairman and chief executive
officer of Fortune Bancorp (1990 and 1991 and 1990-1994, respectively). He
is the former chairman, president and chief executive officer of CalFed,
Inc. (savings association) (1988 to 1989) and former president of
Manufacturers Hanover Corp. (bank) (prior to 1988). Mr. Torell is also a
director of American Home Products Corp. and Volt Information Sciences
Inc. and a director or trustee of seven other investment companies for
which Mitchell Hutchins serves as investment adviser.
William D. White; 61 Director. Mr. White is retired. From February 1989 through March 1994, he
was president of the National League of Professional Baseball Clubs. Prior
to 1989, he was a television sportscaster for WPIX-TV, New York. Mr. White
is also a director or trustee of eight other investment companies for
which Mitchell Hutchins serves as investment adviser.
</TABLE>
- ------------------
* Indicates 'interested person' of the Series as defined by the 1940 Act, by
reason of his position with PW Group.
The Board met six times during the fiscal year ended June 30, 1995. The
Audit Committee of the Board currently consists of Messrs. White and Torell. The
duties of the Audit Committee are: (a) to review the financial and accounting
policies of the Series, including internal accounting control procedures, and to
review reports prepared by the Series' independent auditors, including reports
on the Series' financial statements; (b) to review and recommend approval or
disapproval of audit and non-audit services and the fees charged for such
services; (c) to evaluate the independence of the independent auditors and to
recommend whether to retain such independent auditors for the next fiscal year;
and (d) to report to the Board and make such recommendations as it
3
<PAGE>
deems necessary. The Audit Committee for the Series met once during the fiscal
year ended June 30, 1995. Mr. White attended less than 75% of the meetings of
the Board and the Audit Committee.
The Board does not have a standing nominating or compensation committee.
The Series pays the Independent Directors $3,000 annually and an attendance fee
of $250 per meeting of the Board and its committees. Directors are reimbursed
for any expenses incurred in attending meetings. The table below includes
certain information relating to the compensation of the Series' directors for
the fiscal year ended June 30, 1995.
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS
ACCRUED AS ESTIMATED TOTAL
AGGREGATE PART OF ANNUAL COMPENSATION
COMPENSATION THE BENEFITS FROM THE
FROM THE SERIES' UPON SERIES AND THE
NAME OF PERSON, POSITION SERIES* EXPENSES RETIREMENT FUND COMPLEX**
- ------------------------------------------------------- ------------ ---------- ---------- --------------
<S> <C> <C> <C> <C>
Richard Q. Armstrong................................... -- -- -- --
E. Garrett Bewkes, Jr., Director and Chairman of the
Board of Directors................................... -- -- -- --
Richard R. Burt........................................ -- -- -- --
John R. Torell III, Director........................... $3,750 -- -- $ 38,750
William D. White, Director............................. $3,250 -- -- $ 33,250
</TABLE>
- ------------------
* Represents fees paid to each director during the fiscal year ended June 30,
1995.
** Represents amounts paid to each director during the calendar year ended
December 31, 1994.
PROPOSAL 2.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Series' financial statements for the fiscal year ended June 30, 1995
were audited by Ernst & Young LLP, independent auditors. In addition, Ernst &
Young LLP prepares the Series' federal and state annual income tax returns. The
Board of the Series has selected Ernst & Young LLP as independent auditors for
the Series for the fiscal year ending June 30, 1996, subject to ratification by
shareholders of the Series at the Meeting. The ratification of Ernst & Young LLP
as the Series' independent auditors is to be voted upon at the Meeting, and it
is intended that the persons named in the accompanying proxy will vote for such
ratification unless contrary instructions are given. Ernst & Young LLP has
informed the Series that it has no material direct or indirect financial
interest in the Series. The affirmative vote of the holders of a majority of the
Shares of the Series at the Meeting is required for ratification.
Representatives of Ernst & Young LLP are not expected to be present at the
Meeting, but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE 'FOR' PROPOSAL 2.
4
<PAGE>
EXECUTIVE OFFICERS
Officers of the Series are appointed by the directors and serve at the
pleasure of the Board. None of the officers of the Series currently receives any
compensation from the Series. The executive officers of the Series are:
MARGO N. ALEXANDER, age 48, president of the Series (appointed July 1995).
Mrs. Alexander is president, chief executive officer and a director of Mitchell
Hutchins. Prior to January 1995, she was an executive vice president of
PaineWebber. Mrs. Alexander is also a director or trustee of two other
investment companies and president of 38 other investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.
TERESA M. BOYLE, age 36, vice president of the Series (appointed December
1993). Ms. Boyle is a first vice president and manager--advisory administration
of Mitchell Hutchins. Prior to November 1993, she was compliance manager of
Hyperion Capital Management, Inc., an investment advisory firm. Prior to April
1993, Ms. Boyle was a vice president and manager--legal administration of
Mitchell Hutchins. Ms. Boyle is also a vice president of 38 other investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.
JOAN L. COHEN, age 31, vice president and assistant secretary of the Series
(appointed February 1994). Ms. Cohen is a vice president and attorney of
Mitchell Hutchins. Prior to 1993, she was an associate at the law firm of Seward
& Kissel. Ms. Cohen is also a vice president and assistant secretary of 26 other
investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
C. WILLIAM MAHER, age 34, vice president and assistant treasurer of the
Series (appointed June 1994). Mr. Maher is a first vice president and the senior
manager of the Fund Administration Division of Mitchell Hutchins. Mr. Maher is
also a vice president and assistant treasurer of 38 other investment companies
for which Mitchell Hutchins or PaineWebber serves as investment adviser.
ANN E. MORAN, age 38, vice president and assistant treasurer of the Series
(appointed June 1993). Ms. Moran is a vice president of Mitchell Hutchins. Ms.
Moran is also a vice president and assistant treasurer of 38 other investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.
DIANNE E. O'DONNELL, age 43, vice president and secretary of the Series
(appointed June 1992). Ms. O'Donnell is a senior vice president and deputy
general counsel of Mitchell Hutchins. Ms. O'Donnell is also a vice president and
secretary of 38 other investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
VICTORIA E. SCHONFELD, age 44, vice president of the Series (appointed May
1994). Ms. Schonfeld is a managing director and general counsel of Mitchell
Hutchins. From April 1990 to May 1994, she was a partner in the law firm of
Arnold & Porter. Prior to April 1990, she was a partner in the law firm of
Shereff, Friedman, Hoffman & Goodman. Ms. Schonfeld is also a vice president of
38 other investment companies for which Mitchell Hutchins or PaineWebber serves
as investment adviser.
PAUL H. SCHUBERT, age 32, first vice president and assistant treasurer of
the Series (appointed September 1994). Mr. Schubert is a vice president of
Mitchell Hutchins. From August 1992 to August 1994, he was a vice president of
BlackRock Financial Management L.P. Prior to August 1992, he was an audit
manager with Ernst & Young LLP. Mr. Schubert is also a vice president and
assistant treasurer of 38 other investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.
5
<PAGE>
MARTHA J. SLEZAK, age 33, vice president and assistant treasurer of the
Series (appointed June 1993). Ms. Slezak is a vice president of Mitchell
Hutchins. From September 1991 to April 1992, she was a fund-raising director for
a U.S. Senate campaign. Prior to September 1991, she was a tax manager with
Arthur Andersen & Co. LLP. Ms. Slezak is also a vice president and assistant
treasurer of 38 other investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
JULIAN F. SLUYTERS, age 35, vice president and treasurer of the Series
(appointed June 1992). Mr. Sluyters is a senior vice president and the director
of the mutual fund finance division of Mitchell Hutchins. Prior to 1991, he was
an audit senior manager with Ernst & Young LLP. Mr. Sluyters is also a vice
president and treasurer of 38 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
GREGORY K. TODD, age 38, vice president and assistant secretary of the
Series (appointed May 1993). Mr. Todd is a first vice president and associate
general counsel of Mitchell Hutchins. Prior to 1993, he was a partner in the law
firm of Shereff, Friedman, Hoffman & Goodman. Mr. Todd is also a vice president
and assistant secretary of 38 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit proposals to be considered at the
Series' 1996 annual meeting of shareholders should send such proposals to the
Series at 1285 Avenue of the Americas, New York, New York 10019, so as to be
received by the Series no later than June 28, 1996. Shareholder proposals that
are submitted in a timely manner will not necessarily be included in the Series'
proxy materials. Inclusion of such proposals is subject to limitations under the
federal securities laws.
OTHER BUSINESS
Management knows of no business to be presented to the meeting other than
the matters set forth in this Proxy Statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of the Series.
By order of the Board of Directors,
DIANNE E. O'DONNELL
Secretary
August 29, 1995
IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.
6
<PAGE>
PROXY STATEMENT
- ---------------------------------
TRIPLE A
AND GOVERNMENT
SERIES -- 1997, INC.
- ---------------------------------
- ----------------------------------------------
TRIPLE A
AND GOVERNMENT
SERIES -- 1997, INC.
- ----------------------------------------------
- ------------------------
NOTICE
OF
ANNUAL
MEETING
TO
BE HELD ON
OCTOBER
26, 1995
AND
PROXY
STATEMENT
- ---------------------------------
<PAGE>
TRIPLE A AND GOVERNMENT SERIES -- 1997, INC.
ANNUAL MEETING OF SHAREHOLDERS -- OCTOBER 26, 1995 PROXY
-----
The undersigned hereby appoints as proxies GREGORY K. TODD and JENNIFER A.
FARRELL and each of them (with power of substitution) to vote for the
undersigned all shares of common stock of the undersigned at the aforesaid
meeting and any adjournment thereof with all the power the undersigned would
have if personally present. The shares represented by this proxy will be voted
as instructed. Unless indicated to the contrary, this proxy shall be deemed to
grant authority to vote 'FOR' all proposals. This proxy is solicited on behalf
of the Board of Directors of Triple A and Government Series -- 1997, Inc.
('SERIES').
YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed envelope to: PFPC Inc., P.O. BOX 9426, Wilmington, DE
19809-9938. PFPC Inc. has been engaged to forward the enclosed proxy
material and to tabulate proxies returned by mail.
PLEASE INDICATE YOUR VOTE BY AN 'X' IN THE APPROPRIATE BOX BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'
FOR FOR ALL WITH
1. ELECTION OF TRUSTEES ALL OR EXCEPT OR HOLD
/ / / / / /
(INSTRUCTION: To withhold authority to vote for
any individual nominee, strike a line
through the nominee's name in the
list below and mark center box to right.)
Richard Q. Armstrong, E. Garrett Bewkes, Jr.,
Richard R. Burt, John R. Torell III, William D.
White
FOR AGAINST ABSTAIN
2. Ratification of the selection of Ernst & Young LLP / / / / / /
as the Series' independent auditors for the fiscal
year ending June 30, 1996.
Continued and to be signed on reverse side
<PAGE>
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
If shares are held jointly, each
Shareholder named should sign. If
only one signs, his or her
signature will be binding. If the
Shareholder is a corporation, the
President or a Vice President
should sign in his or her own
name, indicating title. If the
Shareholder is a partnership, a
partner should sign in his or her
own name, indicating that he or
she is a 'Partner.'
Sign exactly as name appears
hereon.
___________________________ (L.S)
___________________________ (L.S)
Date ____________________, 19____
