SENIOR STRATEGIC INCOME FUND INC, DEF 14A, 1995-07-21

SENIOR STRATEGIC INCOME FUND INC
DEF 14A, 1995-07-21

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 1995
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

SENIOR STRATEGIC INCOME FUND, 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), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1/

- --------------------------------------------------------------------------------

(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.:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

- --------------------------------------------------------------------------------

/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.

<PAGE>
SENIOR STRATEGIC INCOME FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

-----------------------

NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
-----------------------

SEPTEMBER 8, 1995

TO THE STOCKHOLDERS OF SENIOR STRATEGIC INCOME FUND, INC.:

Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
"Meeting") of Senior Strategic Income Fund, Inc. (the "Fund") will be held at
the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, September 8, 1995, at 10:45 A.M. for the
following purposes:

(1) To elect a Board of Directors to serve for the ensuing year;

(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund for its
current fiscal year; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on July 14, 1995 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.

A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after August 25, 1995, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. You are cordially invited to attend the meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.

By Order of the Board of Directors

PATRICK D. SWEENEY
Secretary
Plainsboro, New Jersey
Dated: July 21, 1995

<PAGE>

PROXY STATEMENT

------------------------

SENIOR STRATEGIC INCOME FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

------------------------

1995 ANNUAL MEETING OF STOCKHOLDERS

------------------------

SEPTEMBER 8, 1995

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Senior Strategic Income Fund,
Inc., a Maryland corporation (the "Fund"), to be voted at the 1995 Annual
Meeting of Stockholders of the Fund (the "Meeting"), to be held at the offices
of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro,
New Jersey, on Friday, September 8, 1995 at 10:45 A.M. The approximate mailing
date of this Proxy Statement is July 24, 1995.

All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of the Board of Directors to serve for the
ensuing year, and for the ratification of the selection of independent
auditors to serve for the Fund's current fiscal year. Any proxy may be revoked
at any time prior to the exercise thereof by giving written notice to the
Secretary of the Fund at the Fund's address indicated above or by voting in
person at the Meeting.

The Board of Directors has fixed the close of business on July 14, 1995
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting and at any adjournment thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of July 14, 1995, the Fund had outstanding
7,750,527 shares of common stock, par value $.10 per share ("Common Stock").
To the knowledge of the Fund, as of July 14, 1995, no person is the beneficial
owner of more than five percent of its outstanding shares of Common Stock.

The Board of Directors 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 at the Meeting. If any other matter is properly presented,
it is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment.

ITEM 1. ELECTION OF DIRECTORS

At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected and
qualified. It is intended that all properly executed proxies will be voted

(unless such authority has been withheld in the proxy) in favor of the persons
designated as Directors to be elected by holders of Common Stock.

<PAGE>

The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominee or nominees as
the Board of Directors may recommend.

Certain information concerning the nominees is set forth as follows:

<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
PRINCIPAL OCCUPATION BENEFICIALLY
DURING PAST FIVE YEARS DIRECTOR OWNED AT
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1) SINCE JULY 14, 1995
- ------------------------------ --- ------------------------------ --------- --------------
<S> <C> <C> <C> <C>
Ronald W. Forbes(1)(2) ....... 54 Professor of Finance, School 1994 0
1400 Washington Avenue of Business, State University
Albany, New York 12222 of New York at Albany since
1989 and Associate Professor
prior thereto; Member, Task
Force on Municipal
Securities Markets,
Twentieth Century Fund.

Cynthia A.
Montgomery(1)(2) ........... 42 Professor, Harvard Business 1994 0
Harvard Business School School since 1989; Associate
Soldiers Field Road Professor, J.L. Kellogg
Boston, Massachusetts 02163 Graduate School of
Management, Northwestern
University from 1985 to
1989; Assistant Professor,
Graduate School of Business
Administration, The
University of Michigan from
1979 to 1985; Director, UNUM
Corporation.

Charles C. Reilly(1)(2) ...... 64 Self-employed financial 1994 0
9 Hampton Harbor Road consultant since 1990;
Hampton Bays, New York 11946 President and Chief
Investment Officer of Verus
Capital, Inc. from 1979 to
1990; Senior Vice President
of Arnhold and S.
Bleichroeder, Inc. from 1973
to 1990; Adjunct Professor,

Columbia University Graduate
School of Business, 1990;
Adjunct Professor, Wharton
School, The University of
Pennsylvania, 1990; Partner,
Small Cities Cable
Television since 1986.
</TABLE>

Richard R. West(1)(2) ........ 57 Professor of Finance since 1994 0
482 Tepi Drive 1984, and Dean from 1984 to
Southbury, Connecticut 06488 1993, New York University
Leonard N. Stern School of
Business Administration;
Professor of Finance at the
Amos Tuck School of Business
Administration from 1976 to
1984, and Dean from 1976 to
1983; Director of Vornado,
Inc. (real estate investment
trust), Bowne & Co., Inc.
(financial printer),
Smith-Corona Corporation
(manufacturer of typewriters
and word processors), and
Alexander's Inc. (real
estate company).
</TABLE>

(Footnotes on following page)

3
<PAGE>

SHARES OF
COMMON STOCK
OF THE FUND
PRINCIPAL OCCUPATION BENEFICIALLY
DURING PAST FIVE YEARS DIRECTOR OWNED AT
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1) SINCE JULY 14, 1995
- ------------------------------ --- ------------------------------ --------- --------------
<S> <C> <C> <C> <C>
Arthur Zeikel*(1) ............ 63 President of Fund Asset 1994 0
P.O. Box 9011 Management, L.P. ("FAM",
Princeton, New Jersey which term as used herein
08543-9011 includes its corporate
predecessors) since 1977;
President of Merrill Lynch
Asset Management, L.P.
("MLAM", which term as used
herein includes its
corporate predecessors)
since 1977; President and
Director of Princeton
Services, Inc. ("Princeton
Services") since 1993;
Executive Vice President of
Merrill Lynch & Co., Inc.
("ML&Co.") since 1990;
Executive Vice President of
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
("Merrill Lynch") since 1990
and a Senior Vice President
thereof from 1985 to 1990;
Director of Merrill Lynch
Funds Distributor, Inc.
("MLFD").
</TABLE>

(Footnotes for preceding page)

- ------------------
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.
(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser. See 'Compensation of Directors and Officers' below.
(2) Member of Audit Committee of the Board of Directors.

Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee which consists of the Directors who are not
"interested persons" of the Fund within the meaning of the Investment Company
Act. The principal purpose of the Audit Committee is to review the scope of
the annual audit conducted by the Fund's independent auditors and the
evaluation by such auditors of the accounting procedures followed by the Fund.
The non-interested Directors have retained independent legal counsel to assist
them in connection with these duties. The Board of Directors does not have a
nominating committee.

During the fiscal year ended February 28, 1995, the Board of Directors
held ten meetings and the Audit Committee held three meetings. All of the
Directors then in office attended at least 75% of the total number of meetings
of the Board of Directors and the total number of meetings held by all
committees of the Board on which he/she served during such period.

4
<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Fund's officers, directors and persons who own
more than ten percent of a registered class of the Fund's equity securities,
to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with
the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange. Officers, directors and greater than ten percent stockholders are
required by SEC regulations to furnish the Fund with copies of all Forms 3, 4
and 5 they file.

Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment
Company Act (i.e., any advisory board member, investment adviser or affiliated
person of the Fund's investment adviser), have complied with all filing
requirements applicable to them with respect to transactions during the Fund's
most recent fiscal year, except that John W. Fraser inadvertently filed a late
report to disclose his election as a Vice President of the Fund, and except
that Elizabeth Griffin inadvertently filed a late report to disclose her
election as a Senior Vice President of FAM.

Interested Persons. The Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of the Fund and the President of FAM and MLAM.

Compensation of Directors and Officers. FAM, the Fund's investment
adviser, pays the compensation of all officers of the Fund and all Directors
of the Fund who are affiliated with ML&Co. or its subsidiaries. The Fund pays
each Director not affiliated with the investment adviser a fee of $2,000 per

year plus $400 per meeting attended, together with such Director's actual
out-of-pocket expenses relating to attendance at meetings. The Fund also pays
each member of its Audit Committee a fee of $1,000 per year, together with
such Director's actual out-of-pocket expenses relating to attendance at
meetings. The Chairman of the Audit Committee receives an additional annual
fee of $1,000. These fees and expenses aggregated $26,694 for the fiscal year
ended February 28, 1995.

The following table sets forth for the fiscal year ended February 28,
1995, compensation paid by the Fund to the non-affiliated Directors and for
the calendar year ended December 31, 1994, the aggregate compensation paid by
all investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM
Advised Funds"), to the non-affiliated Directors.

<TABLE>
<CAPTION>
TOTAL
COMPENSATION
PENSION OR FROM
RETIREMENT FUND AND
BENEFITS FAM/MLAM
AGGREGATE ACCRUED AS PART ADVISED FUNDS
NAME OF COMPENSATION OF FUND PAID TO
DIRECTOR FROM FUND EXPENSES DIRECTORS
- ------------------------- ------------- --------------- ---------------
<S> <C> <C> <C>
Ronald W. Forbes(1)...... $4,600 None $154,400
Cynthia A.
Montgomery(1).......... $4,600 None $133,817
Charles C. Reilly(1)..... $4,600 None $276,900
Kevin A. Ryan(1)......... $4,600 None $154,400
Richard R. West(1)....... $5,600 None $300,900
</TABLE>

- ------------------

(1) In addition to the Fund, the Directors serve on the Boards of other
FAM/MLAM Advised Funds as follows: Mr. Forbes (36 funds); Ms. Montgomery
(36 funds); Mr. Reilly (54 funds); Mr. Ryan (36 funds); and Mr. West (54 funds).

5
<PAGE>

Officers of the Fund. The Board of Directors has elected eight officers
of the Fund. The following table sets forth information concerning each of
these officers:

NAME AND PRINCIPAL OFFICER
OCCUPATION OFFICE AGE SINCE
------------------ ------ --- -------
<S> <C> <C> <C>
Arthur Zeikel................. President 63 1994

President of FAM since 1977;
President of MLAM since
1977; President and
Director of Princeton
Services since 1993;
Executive Vice President
of Merrill Lynch since
1990 and Senior Vice
President from 1985 to
1990; Executive Vice
President of ML&Co. since
1990; Director of MLFD.

Terry K. Glenn................ Executive Vice President 54 1994
Executive Vice President of
FAM and MLAM since 1983;
Executive Vice President
and Director of Princeton
Services since 1993;
President of MLFD since
1986 and Director since
1991; President of
Princeton Administrators,
L.P. since 1988.

N. John Hewitt................ Senior Vice President 60 1994
Senior Vice President of FAM
and MLAM since 1980 and
Vice President thereof
from 1979 to 1980.

R. Douglas Henderson.......... Vice President 37 1994
Vice President of MLAM since
1989; Vice President,
Leveraged Finance
Department, Security
Pacific Merchant Bank
from 1987 to 1989; Vice
President, Corporate
Finance and Banking
Department, Security
Pacific Merchant Bank
from 1983 to 1987.

John W. Fraser................ Vice President 34 1994
Vice President of MLAM since
1991; Vice President,
Corporate Bond
Department, Continental
Bank from 1988 to 1991;
Analyst, Drexel Burnham
Lambert Commercial Paper,
Inc. from 1987 to 1988;
Second Vice President,

Chase Manhattan Bank from
1985
to 1987.

Donald C. Burke............... Vice President 35 1994
Vice President and Director
of Taxation of MLAM since
1990; employee of
Deloitte & Touche LLP
from 1981 to 1990.

</TABLE>
6

NAME AND PRINCIPAL OFFICER
OCCUPATION OFFICE AGE SINCE
------------------ ------ --- -------
<S> <C> <C> <C>
Gerald M. Richard............. Treasurer 46 1994
Senior Vice President and
Treasurer of FAM and MLAM
since 1984; Senior Vice
President and Treasurer
of Princeton Services
since 1993; Treasurer of
MLFD since 1984 and Vice
President since 1981.

Patrick D. Sweeney............ Secretary 41 1994
Vice President of MLAM since
1990; Vice President and
Associate Counsel of
Security Pacific Merchant
Bank from 1988 to 1990;
Lawyer in private
practice from 1981 to
1988.
</TABLE>

Stock Ownership. At July 14, 1995, the Directors and officers of the Fund
as a group (thirteen persons) owned an aggregate of less than 1% of the Common
Stock of the Fund outstanding at such date. At such date, Mr. Zeikel, a
Director and officer of the Fund, and the other officers of the Fund owned an
aggregate of less than 1% of the outstanding shares of common stock of ML&Co.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Deloitte
& Touche LLP ("D&T"), independent auditors, to examine the financial
statements of the Fund for the current fiscal year. The Fund knows of no

direct or indirect financial interest of D&T in the Fund. Such appointment is
subject to ratification or rejection by the stockholders of the Fund. Unless a
contrary specification is made, the accompanying proxy will be voted in favor
of ratifying the selection of such auditors.

D&T also acts as independent auditors for ML&Co. and all of its
subsidiaries and for most of the other investment companies for which FAM or
MLAM acts as investment adviser. The fees received by D&T from these other
entities are substantially greater, in the aggregate, than the total fees
received by it from the Fund. The Board of Directors of the Fund considered
the fact that D&T has been retained as the independent auditors for ML&Co. and
the other entities described above in its evaluation of the independence of
D&T with respect to the Fund.

Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund.
The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. The Fund may also hire proxy solicitors at the expense
of the Fund.

In order to obtain the necessary quorum at the Meeting (i.e., a majority
of the shares of the Fund entitled to vote at the Meeting, present in person
or by proxy), supplementary solicitation may be made by mail, telephone,
telegraph or personal interview by officers of the Fund. It is anticipated
that the cost of such supplementary solicitation, if any, will be nominal.

7
<PAGE>

All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will
be voted "FOR" the Director nominees and 'FOR' the ratification of D&T as
independent auditors for the Fund.

Broker-dealer firms, including Merrill Lynch, holding Fund shares in
"street name" for the benefit of their customers and clients, will request the
instructions of such customers and clients on how to vote their shares on each
Item before the Meeting. The Fund understands that, under the rules of the New
York Stock Exchange, such broker-dealer firms may, without instructions from
their customers and clients, grant authority to the proxies designated to vote
on the election of Directors (Item 1) and ratification of the selection of
independent auditors (Item 2) if no instructions have been received prior to
the date specified in the broker-dealer firm's request for voting
instructions. Accordingly, the Fund will include shares held of record by
broker-dealers as to which such authority has been granted in its tabulation
of the total number of votes present for purposes of determining whether the

necessary quorum of stockholders exists. Proxies which are returned but which
are marked "abstain" or on which a broker-dealer has declined to vote on any
proposal ("broker non-votes") will be counted as present for the purpose of a
quorum. Merrill Lynch has advised that it intends to exercise discretion over
shares held in its name for which no instructions are received by voting such
shares in the same proportion as it has voted shares for which it has received
instructions. Abstentions and broker non-votes will not be counted as votes
cast. Abstentions and broker non-votes, therefore, will not have an effect on
the vote on Item 1 or Item 2.

ADDRESS OF INVESTMENT ADVISER

The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.

ANNUAL REPORT DELIVERY

The Fund will furnish, without charge, a copy of its annual report for
the fiscal year ended February 28, 1995, to any stockholder upon request. Such
requests should be directed to Senior Strategic Income Fund, Inc., P.O. Box
9011, Princeton, New Jersey 08543-9011, Attention: Patrick D. Sweeney, or to
1-800-456-4587 ext. 123.

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the 1996 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in September
1996, and desires to have the proposal included in the Fund's proxy statement
and form of proxy for that meeting, the stockholder must deliver the proposal
to the offices of the Fund by April 5, 1996.

By Order of the Board of Directors
PATRICK D. SWEENEY
Secretary

Dated: July 21, 1995

<PAGE>
SENIOR STRATEGIC INCOME FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Patrick
D. Sweeney as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the common stock of Senior Strategic Income Fund, Inc. (the "Fund") held of
record by the undersigned on July 14, 1995 at the annual meeting of stockholders
of the Fund to be held on September 8, 1995 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)

<PAGE>
PLEASE MARK BOXES /X/ OR /X/ IN BLUE OR BLACK INK.

1. ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary nominees listed
below) / / below / /

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)

Ronald W. Forbes, Cynthia A. Montgomery, Charles C. Reilly, Kevin A. Ryan,
Richard R. West, Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR / / AGAINST / / ABSTAIN / /

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Please sign exactly as name appears hereon. When shares are
held by joint tenants, both should sign. When signing as
attorney or as executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name
by authorized persons.

Dated: ________________________________________________, 1995

X ___________________________________________________________
Signature

X ___________________________________________________________
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.