SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 CENTRAL EUROPEAN VALUE FUND, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (check the appropriate box):
x No fee required.
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:
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(2) Aggregate number of securities to which transaction applies:
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(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 is determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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>
THE CENTRAL EUROPEAN VALUE FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 11, 1998
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of The Central European Value Fund, Inc.
(the "Fund") will be held at One World Financial Center, 200 Liberty Street, New
York, New York on the 40th floor, on Monday, December 14, 1998, at 10:00 a.m.,
for the purposes of considering and voting upon:
1. The election of a director (Proposal 1).
2. The ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the year ending August 31, 1999
(Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on October 19, 1998 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting.
By Order of the Board of Directors,
Deborah Kaback
Secretary
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TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO INDICATE
VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS
MAY BE.
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<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. OTHER ACCOUNTS: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:
REGISTRATION
CORPORATE ACCOUNTS VALID SIGNATURE
(1) ABC Corp. .......................... ABC Corp. (by John Doe,
Treasurer)
(2) ABC Corp. .......................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer .......... John Doe
(4) ABC Corp. Profit Sharing Plan ...... John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust .......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d/ 12/28/78 .................. Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA .... John B. Smith
(2) John B. Smith ...................... John B. Smith, Jr., Executor
<PAGE>
THE CENTRAL EUROPEAN VALUE FUND, INC.
One World Financial Center
200 Liberty Street
New York, New York 10281
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PROXY STATEMENT
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This proxy statement is furnished in connection with a solicitation by the
Board of Directors of The Central European Value Fund, Inc. (the "Fund") of
proxies to be used at the Annual Meeting of Stockholders of the Fund (the
"Annual Meeting") to be held at One World Financial Center, 200 Liberty Street,
New York, New York on the 40th floor, on Monday, December 14, 1998 at 10:00 a.m.
(and at any adjournment or adjournments thereof) for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders. This proxy statement
and the accompanying form of proxy are first being mailed to stockholders on or
about November 11, 1998. The Fund's Annual Report containing financial
statements for the fiscal year ended August 31, 1998 was mailed prior to October
31, 1998. Stockholders who execute proxies retain the right to revoke them in
person at the Annual Meeting or by written notice received by the Secretary of
the Fund at any time before they are voted. Unrevoked proxies will be voted in
accordance with the specifications thereon and, unless specified to the
contrary, will be voted FOR the Election of Director and FOR Proposal 2. The
close of business on October 19, 1998 has been fixed as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting. Each stockholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. On the record
date there were 5,878,047 shares of Common Stock outstanding.
THE FUND WILL FURNISH, WITHOUT CHARGE, COPIES OF THE FUND'S ANNUAL REPORT FOR
THE YEAR ENDED AUGUST 31, 1998 TO ANY STOCKHOLDER UPON REQUEST. REQUESTS SHOULD
BE DIRECTED TO DEBORAH KABACK, SECRETARY, THE CENTRAL EUROPEAN VALUE FUND, INC.,
ONE WORLD FINANCIAL CENTER, 200 LIBERTY STREET, NEW YORK, NEW YORK 10281,
TELEPHONE 1-800-670-6722.
In the event that a quorum is not present at the Annual Meeting, the persons
named as proxies may propose one or more adjournments of the Annual Meeting to a
date not more than 120 days after the original record date to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares represented at the Annual Meeting in person or by
proxy. The persons named as proxies will vote those proxies which they are
entitled to vote FOR or AGAINST any such proposal in their discretion. Under the
By-Laws of the Fund, a quorum is constituted by the presence in person or by
proxy of the holders of record of a majority of the outstanding shares of Common
Stock of the Fund entitled to vote at the Annual Meeting.
Value Advisors LLC ("Value Advisors" or the "Investment Manager"), whose
principal business address is c/o PIMCO Advisors L.P., 800 Newport Center Drive,
Newport Beach, California 92660, is
1
<PAGE>
the Fund's investment manager. OpCap Advisors ("OpCap Advisors" or the
"Investment Adviser"), whose principal business address is One World Financial
Center, 200 Liberty Street, New York, New York 10281, is the Fund's investment
adviser.
PROPOSAL 1: ELECTION OF DIRECTOR
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Annual
Meeting, stockholders will be asked to elect one Class III Director to hold
office until the year 2001 Annual Meeting of Stockholders or thereafter when his
successor is elected and qualified. The term of office of the Class II
Directors, Stephen Treadway and Luis Rubio, expires at the year 2000 Annual
Meeting of Stockholders, and the term of office of the Class I Directors, Leslie
H. Gelb and Wendy W. Luers, expires at the year 1999 Annual Meeting of
Stockholders, or thereafter in each case when their respective successors are
elected and qualified. The effect of these staggered terms is to limit the
ability of other entities or persons to acquire control of the Fund by delaying
the replacement of a majority of the Board of Directors.
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominee
listed below. The nominee has indicated that he will serve if elected, but if
the nominee should be unable to serve, the proxy will be voted for any other
person determined by the persons named in the proxy in accordance with their
judgment. The nominee has been previously elected to the Board of Directors by
stockholders.
2
<PAGE>
The following table provides information concerning the nominee for election
as director:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
NOMINEE AND PRINCIPAL OCCUPATION BENEFICIALLY OWNED,
DURING THE DIRECTOR DIRECTLY OR INDIRECTLY, ON
PAST FIVE YEARS SINCE AGE SEPTEMBER 1, 1998 (A)
---------------------------------- -------- ---------- -----------------------
<S> <C> <C> <C>
NOMINEE TO SERVE UNTIL YEAR 2001
ANNUAL MEETING OF STOCKHOLDERS
Paul Belica, CHAIRMAN OF THE AUDIT 1994 77 500
COMMITTEE; Director, Deck House, Inc. (1976-Present); Director, Surety
Loan Funding Company, Inc. (1998-Present); General Partner, Wynston
Partners, L.P. (1998-Present); Adviser, Salomon Smith Barney
(1988-Present).
The following table provides information concerning the remaining directors
of the Fund:
SHARES OF COMMON STOCK
DIRECTORS AND PRINCIPAL OCCUPATIONS BENEFICIALLY OWNED,
DURING THE DIRECTOR DIRECTLY OR INDIRECTLY, ON
PAST FIVE YEARS SINCE AGE SEPTEMBER 1, 1998 (A)
---------------------------------- -------- ---------- -----------------------
DIRECTORS SERVING UNTIL YEAR 2000
ANNUAL MEETING OF STOCKHOLDERS
Stephen Treadway*, CHAIRMAN; Executive 1997 51 --
Vice President of PIMCO Advisors L.P. and Chairman and President of PIMCO
Funds Distributors LLC and its predecessor (May 1996-Present); Executive Vice
President of Value Advisors LLC (November1997-Present); formerly, he was
employed by Smith Barney Inc. for more than 18 years, serving in various
senior officer positions.
</TABLE>
3
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<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
DIRECTORS AND PRINCIPAL OCCUPATIONS BENEFICIALLY OWNED,
DURING THE DIRECTOR DIRECTLY OR INDIRECTLY, ON
PAST FIVE YEARS SINCE AGE SEPTEMBER 1, 1998 (A)
---------------------------------- -------- ---------- -----------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL YEAR 2000
ANNUAL MEETING OF STOCKHOLDERS
Luis Rubio, MEMBER OF THE AUDIT 1994 43 1,000
COMMITTEE; President, Centro de Investigacion
Para el Desarrollo, A.C. (Center of Research
for Development) (1981-Present).
DIRECTORS TO SERVE UNTIL YEAR 1999
ANNUAL MEETING OF STOCKHOLDERS
Leslie H. Gelb, MEMBER OF THE AUDIT 1994 61 100
COMMITTEE; President, The Council on Foreign
Relations (1993-Present); Columnist (1991-1993),
The New York Times.
Wendy W. Luers, MEMBER OF THE AUDIT 1994 58 500
COMMITTEE; Founder and President, The Foundation
for a Civil Society, New York, Prague, Bratislava
(a non-profit foundation which sponsors various
organizations and programs in the Czech and Slovak
Republics); Contributing Editor, VANITY FAIR
(1989-1995).
</TABLE>
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* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act") because of a relationship with Value Advisors, the
Fund's investment manager.
(A) Each director has sole voting and investment power with respect to the
listed shares.
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Each of Messrs. Gelb, Treadway and Rubio serves as a director of certain
other U.S. registered investment companies. Mr. Treadway is a director of one
other registered investment company advised by both Value Advisors and OpCap and
of one other investment company advised by PIMCO Advisors L.P. Mr. Gelb is a
director of four other registered investment companies. Mr. Rubio is a director
of one registered investment company and an individual general partner of two
registered investment companies.
At September 1, 1998, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund.
The following table sets forth the beneficial ownership of shares of the
Fund, at October 5, 1998, by each person known to the Fund to be deemed the
beneficial owner of more than 5% of the outstanding shares of the Fund:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) PERCENT OWNERSHIP (1)
------------------------ --------------------- ---------------------
<S> <C> <C>
Deep Discount Advisors, Inc. 516,300 8.78 %
One West Pack Square
Suite 777
Asheville, NC 28801
Ron Olin Investment Management Company 320,700 5.46 %
One West Pack Square
Suite 777
Asheville, NC 28801
</TABLE>
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(1) Based solely upon information presented in Schedule 13G, dated May 8,
1998, filed jointly by Deep Discount Advisors, Inc. and Ron Olin Investment
Management Company and Schedule 13D/A, dated October 5, 1998, filed jointly by
Deep Discount Advisors, Inc. and Ron Olin Investment Management Company. The
Fund's understanding is that the aggregate beneficial ownership of shares of the
Fund by these entities as of October 5, 1998 was 837,000 shares, representing
14.24% of the Fund.
5
<PAGE>
In addition, at September 1, 1998, Cede & Co., a nominee for participants in
the Depository Trust Company, held of record 5,787,579 shares of the Fund, equal
to 98.5% of the outstanding shares of the Fund.
The executive officers of the Fund are chosen each year at the first meeting
of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Mr. Treadway, the current executive officers of the
Fund are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
----- ------ ---- -----
<S> <C> <C> <C>
Bernard H. Garil President 58 1997
Elisa A. Mazen Executive Vice President 37 1997
Newton B. Schott, Jr. Executive Vice President 56 1997
Richard L. Peteka Treasurer 37 1997
Deborah Kaback Secretary 47 1997
</TABLE>
Mr. Garil is President of OpCap Advisors and a Managing Director of
Oppenheimer Capital. Ms. Mazen is a Vice President of Oppenheimer Capital. Mr.
Schott has also served as Senior Vice President of Value Advisors since November
1997. He also currently serves as the Executive Vice President, Chief
Administrative Officer, Secretary, and General Counsel to PIMCO Funds
Distributors LLC, and has held such positions or other senior office positions
in the company since May 1990. From November 1994 to December 1996, Mr. Schott
served as Senior Vice President-Legal and Secretary to PIMCO Advisors L.P. In
addition, since November 1994, Mr. Schott has served as Secretary and General
Counsel for Columbus Circle Investors. Mr. Peteka is a Vice President of
Oppenheimer Capital. Ms. Kaback is a Senior Vice President of Oppenheimer
Capital.
The Fund's Audit Committee is composed of Messrs. Belica, Gelb and Rubio and
Ms. Luers. The principal functions of the Audit Committee are to recommend to
the Board the appointment of the Fund's independent accountants, to review with
the independent accountants the scope and anticipated cost of their audit and to
receive and consider a report from the independent accountants concerning their
conduct of the audit, including any comments or recommendations they might want
to make in that connection. This Committee met two times during the year ended
August 31, 1998. The Fund has no nominating or compensation committees.
During the fiscal year ended August 31, 1998, the Board of Directors met five
times. Each director attended at least 75% of the meetings of the Board or the
Committee of the Board for which he or she was eligible.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Annual Meeting information regarding
compensation paid to directors by the Fund as well as by the various other
investment companies advised by the Fund's investment advisers during its prior
fiscal year. The following table provides information concerning the approximate
compensation paid during the year ended August 31, 1998 to each director of the
Fund, as well as information concerning
6
<PAGE>
compensation paid to each director by other investment companies advised by
Value Advisors. No remuneration was paid to the directors by other investment
companies advised by OpCap Advisors. No remuneration was paid during the year
ended August 31, 1998 to Mr. Treadway, who was a director of the Fund during the
period and an "interested person" of the Fund as defined in the 1940 Act because
of his relationship with Value Advisors. Please note that the Fund does not
provide any pension or retirement benefits to directors.
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION OTHER FUNDS ADVISED
NAME OF DIRECTOR FROM FUND BY VALUE ADVISORS TOTAL COMPENSATION
---------------- ---------------------- ----------------------- ------------------
<S> <C> <C> <C>
DIRECTORSHIPS (A) DIRECTORSHIPS (A)
Paul Belica $7,800 -- $ 7,800(1)
Leslie H. Gelb $7,800 $37,700(4) $45,500(5)
Wendy W. Luers $7,800 -- $ 7,800(1)
Luis Rubio $7,800 -- $ 7,800(1)
</TABLE>
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(A) The number in parentheses indicate the applicable number of investment
company directorships held by that director.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of the
1940 Act in combination require the Fund's directors and officers, persons who
own more than ten percent of the Fund's Common Stock, the Fund's investment
advisers and their respective directors and officers, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange, Inc. The Fund believes that the Fund's
directors and officers, the Fund's investment advisers and their respective
directors and officers have complied with applicable filing requirements during
the fiscal year ended August 31, 1998.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF PAUL BELICA AS
DIRECTOR.
REQUIRED VOTE
Directors are elected by a plurality of the votes cast by the holders of
shares of Common Stock of the Fund present in person or represented by proxy at
a meeting with a quorum present. For purposes of the election of directors,
abstentions and broker non-votes will be counted as shares present at the
Meeting for quorum purposes, but will not be considered votes cast, and do not
affect the plurality vote required for directors.
7
<PAGE>
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected PricewaterhouseCoopers LLP as
independent accountants of the Fund for the year ending August 31, 1999. The
appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by PricewaterhouseCoopers LLP that at August 31, 1998,
neither the firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of PricewaterhouseCoopers LLP
will be available by telephone at the Meeting to answer questions concerning the
Fund's financial statements and will have an opportunity to make a statement if
he or she chooses to do so.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
REQUIRED VOTE
Ratification of the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the votes cast by holders of shares of Common Stock of the Fund
present in person or represented by proxy at a meeting with a quorum present.
For purposes of this proposal, abstentions and broker non-votes will be counted
as shares present at the Meeting for quorum purposes, but will not be considered
votes cast for the foregoing purpose.
ADDITIONAL INFORMATION
Value Advisors serves as the Fund's administrator. The address of Value
Advisors is c/o PIMCO Advisors L.P., 800 Newport Center Drive, Newport Beach,
California, 92660. Value Advisors subcontracts certain of its responsibilities
to PFPC Inc. The address of PFPC Inc. is 400 Bellevue Parkway, Wilmington,
Delaware 19809.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Annual Meeting. If any other matter properly comes before
the Annual Meeting, it is the intention of the persons named in the proxy to
vote the proxies in accordance with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be presented
at the Fund's next Annual Meeting of Stockholders, to be held in 1999, must be
received by the Fund (addressed to The Central European Value Fund, Inc., One
World Financial Center, 200 Liberty Street, New York, New York 10281) for
inclusion in the Fund's proxy statement and proxy relating to that meeting no
later than July 14, 1999. Any stockholder who desires to bring a proposal at the
Fund's 1999 Annual
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<PAGE>
Meeting of Stockholders without including such proposal in the Fund's proxy
statement must deliver written notice thereof to the Secretary of the Fund
(addressed to The Central European Value Fund, Inc., One World Financial Center,
200 Liberty Street, New York, New York 10281) during the thirty-day period from
September 15, 1999 to October 15, 1999.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of Value
Advisors and OpCap Advisors or their respective affiliates, or other
representatives of the Fund or by telephone or telegraph, in addition to the use
of mails. Brokerage houses, banks and other fiduciaries may be requested to
forward proxy solicitation material to their principals to obtain authorization
for the execution of proxies, and they will be reimbursed by the Fund for
out-of-pocket expenses incurred in this connection. The Fund has retained D.F.
King & Co., Inc., a proxy solicitation firm, to assist in the solicitation of
the proxy vote. The cost of its services is estimated at U.S. $10,000, plus
reimbursements of expenses.
November 11, 1998
9
<PAGE>
THE CENTRAL EUROPEAN VALUE FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS -- DECEMBER 14, 199
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Stephen Treadway, Thomas Duggan, Bernard H.
Garil, Newton B. Schott, Jr., and Deborah Kaback, and each of them, attorneys
and proxies for the undersigned, with full power of substitution and revocation,
to represent and vote on behalf of the undersigned at the Annual Meeting of
Stockholders of the Fund to be held at One World Financial Center, 200 Liberty
Street, New York, New York 10281 on Monday, December 14, 1998 at 10:00 a.m., and
at any adjournments thereof, upon the matters set forth in the Notice of Meeting
and Proxy Statement dated November 11, 1998 and, in the discretion of persons
named as proxies, upon all other matters properly coming before said Meeting.
Please indicate your vote by an "X" in the appropriate box on the reverse side.
This proxy, if properly executed, will be voted in the manner directed by the
stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2 (INCLUDING THE NOMINEE FOR DIRECTOR). Please refer to the Proxy Statement
for a discussion of the Proposals.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
Note: Please sign exactly as your name appears on this Proxy.
If joint owners, EITHER may sign this Proxy. When signing
as an attorney, executor, administrator, trustee, guardian or
corporate officer, please give your full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------ ------------------------------
- ------------------------ ------------------------------
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<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
- -------------------------------------
THE CENTRAL EUROPEAN VALUE FUND, INC.
- -------------------------------------
Mark bar at right if you plan to attend the annual meeting. /__/
Mark box at right if an address change or comment has been related on the
reverse side of this card. /__/
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2
(INCLUDING THE NOMINEE FOR DIRECTOR).
1. Election of Director. Director to serve until year 2001 Annual Meeting:
PAUL BELICA
FOR /__/ WITHHOLD /__/
2. The ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the year ending August 31, 1999.
FOR /__/ AGAINST /__/ ABSTAIN /__/
In the discretion of the persons named as proxies. Upon any other business that
may properly come before the meeting.
Please be sure to sign and date this Proxy. [Date ]
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
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