SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (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 Rule 14a-11(c) or Rule 14a-12
- --------------------------------------------------------------------------------
The Massachusetts Health & Education Tax-Exempt Trust
(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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
March 29, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of The Massachusetts Health & Education Tax-Exempt Trust (the "Fund") to be held
at the new principal office of the Fund, 255 State Street, Boston, Massachusetts
02109, on Tuesday, May 18, 1999 at 1:30 P.M. (Boston time).
This meeting will give you an opportunity to hear a report on the Fund
and you will be asked to consider the election of Trustees and the approval of
the Fund's independent accountants. The enclosed proxy statement contains
additional information regarding these proposals.
We hope that you will be able to attend the meeting. Whether or not you
plan to attend and regardless of the number of shares you own, it is important
that your shares be represented. You are urged to complete, sign and date the
enclosed proxy card and return it in the enclosed postage-paid envelope as soon
as possible to assure that your shares are represented at the meeting.
Sincerely,
/s/ Walter B. Prince
Walter B. Prince
Chairman
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE. YOU MAY
WITHDRAW YOUR PROXY IF YOU ATTEND THE ANNUAL MEETING AND DESIRE TO VOTE IN
PERSON.
<PAGE>
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 18, 1999
The Annual Meeting of Shareholders of The Massachusetts Health &
Education Tax-Exempt Trust, a Massachusetts business trust (the "Fund"), will be
held at the new principal office of the Fund, 255 State Street, Boston,
Massachusetts 02109, on Tuesday, May 18, 1999 at 1:30 P.M. (Boston time), for
the following purposes:
1. To elect five Trustees of the Fund, two of whom shall be
elected by the holders of the Fund's Auction Preferred Shares
and the remainder of whom shall be elected by the holders of
the Fund's Common Shares and Auction Preferred Shares, voting
as a single class.
2. To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund for the fiscal year ending
December 31, 1999.
3. To consider and act upon any other matters which may properly
come before the Meeting and any adjourned session thereof.
The Board of Trustees has fixed the close of business on March 22, 1999
as the record date for the determination of the shareholders of the Fund
entitled to notice of and to vote at the meeting and any adjournments thereof.
By Order of the Board of Trustees
/s/ Thomas J. Fetter
Thomas J. Fetter
President
March 29, 1999
Boston, Massachusetts
IMPORTANT - SHAREHOLDERS CAN HELP THE BOARD OF TRUSTEES OF THE FUND AVOID THE
NECESSITY AND ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO INSURE
A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR
YOUR CONVENIENCE.
<PAGE>
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
PROXY STATEMENT
A proxy is enclosed with the foregoing Notice of the Annual Meeting of
Shareholders of The Massachusetts Health & Education Tax-Exempt Trust (the
"Fund"), to be held May 18, 1999 for the benefit of shareholders who do not
expect to be present at the meeting. This proxy is solicited on behalf of the
Board of Trustees of the Fund, and is revocable by the person giving it prior to
exercise by a signed writing filed with the Fund's Secretary, or by executing
and delivering a later dated proxy, or by attending the meeting and voting the
shares in person. Each proxy will be voted in accordance with its instructions;
if no instruction is given, an executed proxy will authorize the persons named
as attorneys, or any of them, to vote in favor of each such matter. This proxy
material is being mailed to shareholders on or about March 29, 1999.
The Board of Trustees of the Fund has fixed the close of business March
22, 1999, as the record date for the determination of the shareholders entitled
to notice of and to vote at the meeting and any adjournments thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share held. As of March 22, 1999, there were 2,312,228 Common
Shares, $.01 par value per share ("Common Shares") and 200 Auction Preferred
Shares, $.01 par value per share, liquidation preference $50,000 per share
("APS"), of the Fund outstanding. As of such date, no shareholder beneficially
owned more than 5% of the outstanding Common Shares or APS. The Trustees and
officers of the Fund, as a group, own beneficially less than 1% of the shares of
the Fund.
The Board of Trustees of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for
consideration. If any other matters are properly presented, it is the intention
of the persons named as attorneys in the enclosed proxy to vote the proxies in
accordance with their judgment on such matters.
PROPOSAL 1. ELECTION OF TRUSTEES
The enclosed proxy, unless authority to vote for election to office is
specifically withheld by executing the proxy in the manner stated thereon, will
be used to vote in favor of the nominees named below as Trustees of the Fund to
serve as such until the next annual meeting of the Fund's shareholders and until
their successors shall have been duly elected and qualified. The five nominees
named below are presently serving as Trustees of the Fund. Each nominee has
agreed to serve as a Trustee if elected. If any such nominee is not available
for election at the time of the Annual Meeting, the persons named as proxies
will vote for such substitute nominee as the Board of Trustees may recommend.
The nominee whose name is preceded by an asterisk (*) is an "interested person"
(as defined in the Investment Company Act of 1940) because of his affiliation
with a brokerage firm. None of the nominees is affiliated with or has a material
business relationship with the Fund's investment adviser and administrator;
moreover, none of the nominees owns or has owned the common stock of Eaton Vance
Corp., the parent corporation of the adviser and administrator.
-1-
<PAGE>
Under the terms of the Fund's Agreement and Declaration of Trust, as
amended (the "Trust Agreement"), the holders of the APS are entitled as a class,
to the exclusion of the holders of the Common Shares, to elect two Trustees of
the Fund. James F. Carlin and Thomas H. Green, III have been nominated for
election by the holders of the APS. The Trust Agreement further provides for the
election of the other three nominees named below by the holders of the Common
Shares and the APS, voting as a single class. Election of Trustees is
non-cumulative. Election of each of the nominees requires the affirmative vote
of a plurality of the applicable shares of the Fund present and voting at the
Annual Meeting in person or by proxy.
<TABLE>
TRUSTEES
NAME AND PRINCIPAL OCCUPATION(S) OVER
OTHER INFORMATION PAST FIVE YEARS
- ----------------- ---------------
APS SHARE NOMINEES
<S> <C>
JAMES F. CARLIN (1) Mr. Carlin is Chairman of the Massachusetts Board of Higher
Age: 58, has been a Education. He has been Chairman and CEO of Carlin
Trustee since 1993. Consolidated, Inc., a management company, since 1968. He is
also a trustee or director of various John Hancock funds and a
director of UNO Restaurant Corp., Healthplan Services
Corp. and Arbella Mutual Insurance Co.
*THOMAS H. GREEN, III Mr. Green is a Director of Salomon Smith Barney in its Public
Age: 39, has been a Finance Department. He was formerly First Assistant Attorney
Trustee since 1993. General for the Commonwealth of Massachusetts from 1992 to
March, 1998. Prior thereto, he was Vice
President for Public Finance of the First
Boston Corporation from 1986.
OTHER NOMINEES
WALTER B. PRINCE (2) Chairman of the Fund, Mr. Prince has been a partner of the law
Age: 50, has been a firm of Peckham, Lobel, Casey, Prince & Tye since 1988.
Trustee since 1993.
EDWARD M. MURPHY (3) Mr. Murphy is President and Chief Operating Officer of
Age: 51, has been a Olympus Healthcare Group, Inc. He was formerly a Senior Vice
Trustee since 1993. President of Tucker Anthony Inc. from 1995-1997, and the
Executive Director of the Massachusetts Health
and Educational Facilities Authority from 1989
to 1995. He also previously served as the
Commissioner of the Massachusetts Department
of Mental Health.
JAMES M. STOREY (4) Mr. Storey was a partner of the law firm of Dechert Price &
Age: 67, has been a Rhoads, Boston, Massachusetts, from 1987 until his retirement
Trustee since 1993. in December, 1993. He is currently a corporate director.
Mr. Storey is a trustee of various funds administered by SEI
Financial Management Corporation.
</TABLE>
- ------------------
(1) As of March 22, 1999, 2,000 Common Shares were beneficially owned by Mr.
Carlin's spouse.
(2) As of March 22, 1999, 145 Common Shares were beneficially owned by Mr.
Prince.
(3) As of March 22, 1999, 200 Common Shares were beneficially owned by Mr.
Murphy.
(4) As of March 22, 1999, 50 Common Shares were beneficially owned by Mr.
Storey.
-2-
<PAGE>
As of March 22, 1999, the officers owned 400 Common Shares. No officer
or Trustee of the Fund owns shares of the Fund's APS.
During the fiscal year ended December 31, 1998, the Trustees of the
Fund met four times. The Board of Trustees has one standing committee, an Audit
Committee. The Audit Committee is responsible for conferring with the Fund's
independent accountants, reviewing the scope and procedures of the year-end
audit, reviewing the Fund's financial statements and recommending the selection
of the Fund's independent accountants. The Audit Committee is presently
comprised of Messrs. Carlin, Green, Prince and Storey. The Audit Committee met
once in 1998. Each Trustee except Mr. Prince attended each Trustee and audit
committee meeting. The Board of Trustees does not have any standing nominating
committee or compensation committee.
REMUNERATION OF TRUSTEES
The Trustees, except for Mr. Green, are compensated at the rate of
$7,500 annually, and are reimbursed for actual out-of-pocket expenses relating
to attendance at such meetings. During the fiscal year ended December 31, 1998,
Trustees were paid fees aggregating $30,000. The following table summarizes the
compensation paid to Trustees of the Fund for the fiscal year ended December 31,
1998:
<TABLE>
Pension or
Retirement
Benefits Estimated
Aggregate Accrued as Annual Total
Name of Compensation Part of Fund Benefits Upon Compensation
Trustee from Fund Expenses Retirement from Fund
- ------- --------- -------- ---------- ---------
<S> <C> <C> <C> <C>
James F. Carlin $7,500 none none $7,500
Thomas H. Green, III none none none none
Edward M. Murphy $7,500 none none $7,500
Walter B. Prince $7,500 none none $7,500
James M. Storey $7,500 none none $7,500
</TABLE>
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE FIVE NOMINEES TO THE FUND'S BOARD OF TRUSTEES.
PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Trustees has selected PricewaterhouseCoopers LLP as
independent accountants for the Fund for the fiscal year ending December 31,
1999. Shareholders are being asked to ratify the selection of
PricewaterhouseCoopers LLP to perform audit services for the Fund.
PricewaterhouseCoopers LLP (and its predecessor, Price Waterhouse
L.L.P.) has acted as independent accountants for the Fund since the Fund's
inception in 1993. The services provided by PricewaterhouseCoopers LLP include
the examination of the Fund's annual financial statements, assistance and
consultation in connection with Securities and Exchange Commission filings, and
the review of tax matters on behalf of the Fund.
-3-
<PAGE>
PricewaterhouseCoopers LLP is expected to be represented at the Annual
Meeting, but, if not, a representative of that firm will be available by
telephone should the need for consultation arise.
THE BOARD OF TRUSTEES, INCLUDING THOSE TRUSTEES WHO ARE NOT INTERESTED
PERSONS OF THE FUND, RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS OF THE FUND FOR THE FISCAL
YEAR ENDING DECEMBER 31, 1999.
NOTICE TO BANKS AND BROKER/DEALERS
The Fund has previously solicited all Nominee and Broker/Dealer
accounts as to the number of additional proxy statements required to supply
owners of shares. Should additional proxy material be required for beneficial
owners, please forward such requests to Investors Bank & Trust Company, 200
Clarendon Street, Boston, MA 02116.
ADDITIONAL INFORMATION
OFFICERS OF THE FUND
The officers of the Fund, with their ages indicated in parenthesis, are
as follows: Thomas J. Fetter (55), President, and Vice President of Eaton Vance;
Robert B. MacIntosh (42), Vice President and Portfolio Manager, and Vice
President of Eaton Vance; Eric G. Woodbury (41), Secretary, and Vice President
of Eaton Vance; James L. O'Connor (54), Treasurer, and Vice President of Eaton
Vance; and Kristin S. Anagnost (33), Assistant Secretary and Assistant
Treasurer, and Assistant Vice President of Eaton Vance. All officers of the Fund
have served in that capacity since January 5, 1996 with the exception of Ms.
Anagnost who was elected an officer on February 25, 1998. All of the officers of
the Fund have been employed by Eaton Vance or their predecessors for more than
five years except Ms. Anagnost who was a Manager at Chase Global Funds Services
Company prior to January 12, 1998. Because of their positions with Eaton Vance
and their ownership of Eaton Vance Corp. stock, the officers of the Fund will
benefit from the advisory and administration fees paid by the Fund to Eaton
Vance.
Eaton Vance Management with its principal office at 24 Federal Street,
Boston, Massachusetts 02110, serves as the investment adviser and administrator
to the Fund.
The expense of preparing, printing and mailing this Proxy Statement and
enclosures and the costs of soliciting proxies on behalf of the Board of
Trustees of the Fund will be borne by the Fund. Proxies will be solicited by
mail and may be solicited in person or by telephone, telegraph or facsimile by
officers of the Fund, by personnel of its administrator, Eaton Vance, by the
transfer agent, Investors Bank & Trust Company, or by broker-dealer firms. The
expenses connected with the solicitation of these proxies and with any further
proxies which may be solicited by the Fund's officers, by Eaton Vance personnel,
by the transfer agent, Investors Bank & Trust Company, or by broker-dealer
firms, in person, or by telephone, by telegraph or by facsimile will be borne by
the Fund. A written proxy may be delivered to the Fund or its transfer agent
prior to the meeting by facsimile machine, graphic communication equipment or
similar electronic transmission. The Fund will reimburse banks, broker-dealer
firms, and other persons holding shares registered in their names or in the
names of their nominees, for their expenses incurred in sending proxy material
to and obtaining proxies from the beneficial owners of such shares. Total
estimated costs are $4,500.
-4-
<PAGE>
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on the proxy card with respect to Proposals 1 and 2, it will be voted for
the matters specified on the proxy card. For purposes of determining the
presence or absence of a quorum and for determining whether sufficient votes
have been received for approval of any matter to be acted upon at the meeting,
abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting but which have not been
voted. Accordingly, abstentions and broker non-votes will assist the Fund in
obtaining a quorum but will have no effect on the outcome of Proposals 1 and 2.
In the event that sufficient votes by the shareholders of the Fund in
favor of any Proposal set forth in the Notice of this meeting are not received
by May 18, 1999, the persons named as attorneys in the enclosed proxy may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. A shareholder vote may be taken on one or more of the Proposals in
this Proxy Statement prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate. Any such adjournment will require the
affirmative vote of the holders of a majority of the shares present in person or
by proxy at the session of the meeting to be adjourned. The persons named as
attorneys in the enclosed proxy will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of the Proposal for which
further solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such Proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.
THE FUND WILL FURNISH, WITHOUT CHARGE A COPY OF THE FUND'S ANNUAL
REPORT TO ANY SHAREHOLDER UPON REQUEST. SHAREHOLDERS DESIRING TO OBTAIN A COPY
OF SUCH REPORT SHOULD WRITE TO THE FUND C/O INVESTORS BANK & TRUST COMPANY, 200
CLARENDON STREET, BOSTON, MA 02116, OR CALL 1-800-553-1916.
SHAREHOLDER PROPOSALS
Any proposals of shareholders that are intended to be presented at the
Fund's 2000 Annual Meeting of Shareholders must be received at the Fund's
principal offices no later than December 1, 1999 and must comply with all legal
requirements in order to be included in the Fund's proxy statement and form of
proxy for that meeting.
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
March 29, 1999
-5-
<PAGE>
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
ANNUAL MEETING OF SHAREHOLDERS, MAY 18, 1999
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES
HOLDERS OF AUCTION PREFERRED SHARES
The undersigned holder of Auction Preferred Shares of The Massachusetts Health &
Education Tax-Exempt Trust, a Massachusetts business trust (the "Fund"), hereby
appoints WALTER B. PRINCE, THOMAS J. FETTER and ERIC G. WOODBURY, and each of
them, with full power of substitution and revocation, as proxies to represent
the undersigned at the Annual Meeting of Shareholders of the Fund to be held at
the new principal office of the Fund, 255 State Street, Massachusetts 02109, on
Tuesday, May 18, 1999 at 1:30 P.M., and at any and all adjournments thereof, and
to vote all Auction Preferred Shares of the Fund which the undersigned would be
entitled to vote, with all powers the undersigned would possess if personally
present, in accordance with the instructions on this proxy.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
DATE:
------------------------
Please sign this proxy 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, this signature should be that of an
authorized officer who should state his or her title.
- -------------------------------------
Signature(s)
<PAGE>
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
Please vote by filling in the boxes below.
<TABLE>
1. To elect five Trustees of the FOR except WITHHOLD
Fund as follows: vote withheld AUTHORITY
for nominees for all
FOR listed below nominees
<S> <C> <C> <C>
(a) Election of two Trustees to represent Auction [ ] [ ] [ ]
Preferred Shares:
James F. Carlin and Thomas H. Green, III
(b) Election of remaining three Trustees to [ ] [ ] [ ]
represent all shareholders:
Edward M. Murphy, Walter B. Prince and
James M. Storey
(Instructions: To withhold authority to
vote for any individual nominee, write
those nominees' names below:)
- ------------------------------------
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund for the
fiscal year ending December 31, 1999. For Against Abstain
[ ] [ ] [ ]
</TABLE>
HAS YOUR ADDRESS CHANGED?
Mark box at right [ ]
if comments or ___________________________________
address change
have been noted ___________________________________
on this card.
___________________________________
Please be sure to sign and date this Proxy.
<PAGE>
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
ANNUAL MEETING OF SHAREHOLDERS, MAY 18, 1999
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES
HOLDERS OF COMMON SHARES
The undersigned holder of Common Shares of The Massachusetts Health & Education
Tax-Exempt Trust, a Massachusetts business trust (the "Fund"), hereby appoints
WALTER B. PRINCE, THOMAS J. FETTER and ERIC G. WOODBURY, and each of them, with
full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
new principal office of the Fund, 255 State Street, Boston, Massachusetts 02109,
on Tuesday, May 18, 1999 at 1:30 P.M., and at any and all adjournments thereof,
and to vote all Common Shares of the Fund which the undersigned would be
entitled to vote, with all powers the undersigned would possess if personally
present, in accordance with the instructions on this proxy.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
DATE:
--------------------------
Please sign this proxy 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, this signature should be that of an
authorized officer who should state his or her title.
- ----------------------------------
Signature(s)
<PAGE>
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
Please vote by filling in the boxes below.
<TABLE>
1. To elect three Trustees of the FOR except WITHHOLD
Fund as follows: vote withheld AUTHORITY
for nominees for all
FOR listed below nominees
<S> <C> <C> <C>
Edward M. Murphy, Walter B. Prince [ ] [ ] [ ]
and James M. Storey
(Instructions: To withhold authority to
vote for any individual nominee, write
those nominees' names below:)
- -------------------------------
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund for the
fiscal year ending December 31, 1999. For Against Abstain
[ ] [ ] [ ]
</TABLE>
HAS YOUR ADDRESS CHANGED?
Mark box at right [ ]
if comments or ____________________________________
address change
have been noted ____________________________________
on this card.
____________________________________
Please be sure to sign and date this Proxy.
