SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities 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 Premium Portfolios on behalf of its series -
Balanced Portfolio
(Name of Registrant as Specified In Its Charter)
Jennifer H. Hurford
(Name of Person(s) Filing Proxy Statement)
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.:
__________________________________________________________________________
3. Filing Party:
__________________________________________________________________________
4. Date Filed:
__________________________________________________________________________
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BALANCED PORTFOLIO
Elizabethan Square
George Town, Grand Cayman, BWI
Telephone: (345) 945-1824
NOTICE OF SPECIAL MEETING OF
HOLDERS OF BENEFICIAL INTERESTS
To be held July 30, 1999
A Special Meeting of Holders of Beneficial Interests in Balanced
Portfolio, will be held at Citicorp Center, 153 East 53rd Street, 14th Floor,
New York, New York, on Friday, July 30, 1999 at 3:30 p.m., Eastern Time, for
the following purposes:
ITEM 1. To vote on an amendment to Balanced Portfolio's Declaration of
Trust to allow the assets of the Portfolio to be invested in one
or more investment companies to the extent not prohibited by the
Investment Company Act of 1940, the rules and regulations
thereunder, and exemptive orders granted under such Act.
ITEM 2. To vote on an amendment to the fundamental investment policies
of Balanced Portfolio to allow the assets of the Portfolio to be
invested in one or more investment companies to the extent not
prohibited by the Investment Company Act of 1940, the rules and
regulations thereunder, and exemptive orders granted under such
Act.
ITEM 3. To vote on the transfer by Balanced Portfolio of all of its
assets to Large Cap Value Portfolio and U.S. Fixed Income
Portfolio in exchange for interests in Large Cap Value Portfolio
and U.S. Fixed Income Portfolio, followed by the dissolution of
Balanced Portfolio.
ITEM 4. To transact such other business as may properly come before
the Special Meeting of Holders of Beneficial Interests and any
adjournments thereof.
THE BOARD OF TRUSTEES OF THE PORTFOLIO RECOMMENDS THAT YOU VOTE IN FAVOR
OF ITEMS 1 THROUGH 3.
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Only holders of beneficial interests of record on June 7, 1999 will be
entitled to vote at the Special Meeting of Holders of Beneficial Interests and
at any adjournments thereof.
Philip W. Coolidge, President
July 6, 1999
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING
AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE
OF A SECOND SOLICITATION. THE ENCLOSED ADDREsSED ENVELOPE REQUIRES NO POSTAGE
AND IS PROVIDED FOR YOuR CONVENIENCE.
<PAGE>
BALANCED PORTFOLIO
Elizabethan Square
George Town, Grand Cayman, BWI
Telephone: (345) 945-1824
PROXY STATEMENT
This Proxy Statement and Notice of Special Meeting with accompanying form
of proxy are being furnished in connection with the solicitation of proxies by
the Board of Trustees of Balanced Portfolio, for use at a Special Meeting of
Holders of Beneficial Interests in the Portfolio, or any adjournment thereof,
to be held at Citicorp Center, 153 East 53rd Street, 14th Floor, New York, New
York, on Friday, July 30, 1999 at 3:30 p.m., Eastern Time. The Meeting is being
held to vote on a proposed transfer of all of the assets of the Portfolio and
certain other matters, as described below and in the accompanying Notice of
Special Meeting.
The close of business on June 7, 1999 has been fixed as the Record Date
for the determination of holders of beneficial interests entitled to notice of
and to vote at the Meeting. $268,067,241 of beneficial interests in Balanced
Portfolio were outstanding as of the close of business on the Record Date.
Holders of record at the close of business on the Record Date will be entitled
to vote in the proportion that their beneficial interests in the Portfolio bear
to the total beneficial interests in the Portfolio.
The Portfolio's Annual Report for the fiscal year ended December 31, 1998,
including audited financial statements, has previously been sent to holders of
beneficial interests and is available without charge upon request by calling
the Portfolio at (345) 945-1824.
This Proxy Statement and Notice of Special Meeting with accompanying form
of proxy are being mailed by the Board of Trustees on or about July 6, 1999.
MANNER OF VOTING PROXIES AND VOTE REQUIRED
If the accompanying form of proxy is executed properly and returned,
interests represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. If no instructions are specified, all beneficial
interests in the Portfolio will be voted FOR proposed Items 1 through 3. If the
enclosed form of proxy is executed and returned, it may nevertheless be revoked
prior to its exercise by a signed writing delivered at the Meeting or filed
with the Secretary of the Portfolio.
If sufficient votes to approve the proposed Items 1 through 3 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 interests voted at the
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Meeting. When voting on a proposed adjournment, the persons named as proxies
will vote all interests that they are entitled to vote with respect to Items 1
through 3 FOR the proposed adjournment, unless directed to disapprove the Item,
in which case such interests will be voted against the proposed adjournment.
The presence in person or by proxy of the holders of interests
representing one-third of the outstanding beneficial interests in Balanced
Portfolio is required to constitute a quorum at the Meeting for purposes of
voting on Item 1 and a majority of the outstanding beneficial interests in the
Portfolio entitled to vote is required to constitute a quorum at the Meeting
for purposes of voting on Items 2 and 3. For purposes of determining the
presence of a quorum for transacting business at the Meeting, abstentions will
be treated as interests that are present but which have not been voted. For
this reason, abstentions will have the effect of a "no" vote for purposes of
obtaining the requisite approval of Items 1 through 3.
GENERAL BACKGROUND
CURRENT STRUCTURE
Balanced Portfolio is a master fund in a two-tier master/feeder structure.
Certain feeder funds (called "Funds") with the same goals and strategies as the
Portfolio invest all of their investable assets in the Portfolio. The Portfolio
buys, holds and sells securities in accordance with its goals and strategies.
Each Fund may withdraw its investment in the Portfolio at any time, and will do
so when the Fund's Trustees believe that withdrawal would be in the best
interests of the Fund's shareholders. As of December 31, 1998, the Portfolio's
net assets were $265,123,864.
Citibank, N.A. is the investment manager of Balanced Portfolio. The assets
of the Portfolio are allocated among equity and fixed income securities. As
manager, Citibank determines the percentages of Balanced Portfolio's assets
that are to be invested in these types of securities. Normally, about 60% of
the Portfolio's assets is invested in equity securities and at least 25% of its
assets is invested in fixed income securities, although this blend of stocks
and bonds may shift from time to time to take advantage of a strong market or
based on Citibank's outlook for risk and return. Citibank manages the
Portfolio's fixed income securities, and delegates the daily management of the
Portfolio's equity securities to SSBC Fund Management, Inc. (SSBC), as
subadviser. SSBC is an affiliate of Citibank. Citibank is entitled to receive
management fees from Balanced Portfolio of 0.45% of the Portfolio's average
daily net assets for its then-current fiscal year, minus any subadviser fee
payable to SSBC.
Citibank and SSBC also serve as manager and subadviser, respectively, to
Large Cap Value Portfolio, another mutual fund that acts as a master fund.
Currently, ten funds invest in Large Cap Value Portfolio. SSBC manages Large
Cap Value Portfolio in the same manner and style as it manages the equity
<PAGE>
portion of Balanced Portfolio. As of April 30, 1999, Large Cap Value
Portfolio's net assets were $95,229,611.
Citibank also manages U.S. Fixed Income Portfolio, a mutual fund that acts
as a master fund. Currently, eleven funds invest in U.S. Fixed Income
Portfolio. Citibank manages U.S. Fixed Income Portfolio in the same manner and
style as it manages the fixed income portion of Balanced Portfolio. As of April
30, 1999, U.S. Fixed Income Portfolio's net assets were $92,318,053.
Citibank is entitled to receive management fees from Large Cap Value
Portfolio of 0.60% of the Portfolio's average daily net assets for its
then-current fiscal year, minus any subadviser fee payable to SSBC, and
management fees from U.S. Fixed Income Portfolio of 0.45% of the Portfolio's
average daily net assets for its then-current fiscal year.
PROPOSED STRUCTURE
Until recently, mutual funds could not invest their assets in more than
one other registered investment company without obtaining exemptive relief from
the Securities and Exchange Commission. Amendments to the Investment Company
Act of 1940 now permit funds to invest their assets in multiple registered
investment companies so long as the funds and the investment companies that the
funds invest in hold themselves out to investors as being companies that are
related to one another for purposes of investment and investor services.
In order to take advantage of this change in law and any future changes in
law on this topic, each Fund is proposing to restructure so that it invests its
investable assets in the two master funds described above, Large Cap Value
Portfolio and U.S. Fixed Income Portfolio, instead of in Balanced Portfolio. To
accomplish this restructuring, Balanced Portfolio will transfer its equity
securities to Large Cap Value Portfolio and its fixed income securities to U.S.
Fixed Income Portfolio. In exchange, investors in the Portfolio will receive an
interest in each of Large Cap Value Portfolio and U.S. Fixed Income Portfolio
corresponding in amount to the investor's pro rata share of Balanced
Portfolio's contribution to the applicable Portfolio. Balanced Portfolio will
then dissolve. After giving effect to the restructuring, Citibank will continue
to serve as the manager for Large Cap Value Portfolio and U.S. Fixed Income
Portfolio, and SSBC will continue to serve as subadviser to the Large Cap Value
Portfolio.
The restructuring will permit each Fund's equity and fixed income
securities to be managed as part of larger existing portfolios of securities.
Economies of scale may result and may benefit the Funds. Also, master funds
managed in the same way will effectively be combined, reducing the
administrative burden to Citibank. Balanced Portfolio does not expect any tax
liability to be incurred solely by reason of the restructuring.
The Portfolio's Trustees believe that this restructuring is in the best
interests of investors in the Portfolio. The Trustees will implement the
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restructuring for the Portfolio if its investors approve each of the proposals
in Items 1, 2 and 3 below.
In the event that the proposals in Items 1, 2 and 3 below do not receive
the requisite investor approval, the Trustees will consider possible
alternatives, which might include resubmission of the proposals for approval by
investors.
ITEM 1. TO VOTE ON AN AMENDMENT TO BALANCED PORTFOLIO'S DECLARATION OF
TRUST TO ALLOW THE ASSETS OF THE PORTFOLIO TO BE INVESTED IN ONE
OR MORE INVESTMENT COMPANIES TO THE EXTENT NOT PROHIBITED BY THE
INVESTMENT COMPANY ACT OF 1940, THE RULES AND REGULATIONS
THEREUNDER, AND EXEMPTIVE ORDERS GRANTED UNDER SUCH ACT.
It is proposed that Balanced Portfolio's Declaration of Trust be amended
to permit the Portfolio to invest in other investment companies to the extent
not prohibited by the 1940 Act.
As described above, amendments to the 1940 Act permit mutual funds to
invest their investable assets in multiple registered investment companies so
long as certain conditions are met. The proposed amendment to Balanced
Portfolio's Declaration of Trust which appears below will allow the Portfolio
to take advantage of the changes in law and will permit the restructuring
described under "General Background," above, to take place. Balanced
Portfolio's Board of Trustees believes that this amendment is in the best
interests of the investors in the Portfolio. It is proposed that Section 3.2(d)
of the Declaration of Trust be amended by deleting the words below that have
been marked through [bracketed]:
(d) Notwithstanding any other provision of this Declaration to the
contrary, the Trustees shall have the power in their discretion without
any requirement of approval by investors to either invest all or a portion
of the Trust Property of each Series of the Trust (other than the Series
designated as [Balanced Portfolio,] Government Income Portfolio,
International Equity Portfolio and Emerging Asian Markets Equity
Portfolio), or sell all or a portion of such Trust Property and invest the
proceeds of such sales, in one or more investment companies to the extent
not prohibited by the 1940 Act and exemptive orders granted under such
Act.
VOTE REQUIRED
If a quorum is present at a meeting of the Portfolio's investors, the
affirmative vote of the holders of a majority of the interests in the Portfolio
present, in person or by proxy, at such meeting is required for approval of the
amendment to the Portfolio's Declaration of Trust. For purposes of voting on an
amendment to the Portfolio's Declaration of Trust, holders of at least
<PAGE>
one-third of the interests in the Portfolio, present in person or by proxy,
constitute a quorum.
THE BOARD OF TRUSTEES OF BALANCED PORTFOLIO UNANIMOUSLY RECOMMENDS THAT
THE HOLDERS OF BENEFICIAL INTERESTS IN BALAnCED PORTFOLIO VOTE FOR APPROVAL OF
THE PROPOSED AMENDMENT TO THE PORTFOLIO'S DECLARATION OF TRUST.
ITEM 2. TO VOTE ON AN AMENDMENT TO THE FUNDAMENTAL INVESTMENT POLICIES
OF BALANCED PORTFOLIO TO ALLOW THE ASSETS OF THE PORTFOLIO TO BE
INVESTED IN ONE OR MORE INVESTMENT COMPANIES TO THE EXTENT NOT
PROHIBITED BY THE INVESTMENT COMPANY ACT OF 1940, THE RULES AND
REGULATIONS THEREUNDER, AND EXEMPTIVE ORDERS GRANTED UNDER SUCH
ACT.
Balanced Portfolio has adopted certain fundamental investment restrictions
which, as a matter of law, cannot be changed without investor approval. As
noted above, amendments to the 1940 Act permit mutual funds to invest their
investable assets in multiple investment companies so long as certain
conditions are met. In order to take advantage of this flexibility and to
permit Balanced Portfolio to enter into the restructuring described above in
"General Background," it is proposed that each of the fundamental investment
restrictions listed in EXHIBIT A be amended as indicated in that Exhibit.
The Trustees believe that the proposed amendments to the fundamental
investment policies are in the best interests of the holders of beneficial
interests in Balanced Portfolio.
VOTE REQUIRED
Because the investment restrictions in EXHIBIT A are fundamental policies
of Balanced Portfolio, approval of the amendment of the restrictions will
require "a majority interests vote" of Balanced Portfolio. A "majority
interests vote" requires approval by the holders of 67% or more of the
Portfolio's beneficial interests which are present or represented at the
meeting if the holders of more than 50% of such interests are present or
represented by proxy, or more than 50% of the Portfolio's beneficial interests,
whichever is less.
THE BOARD OF TRUSTEES OF BALANCED PORTFOLIO UNANIMOUSLY RECOMMENDS THAT
THE HOLDERS OF BENEFICIAL INTERESTS IN BALAnCED PORTFOLIO VOTE FOR APPROVAL OF
THE PROPOSED AMENDMENT TO THE PORTFOLIO'S FUNdAMENTAL INVESTMENT POLICIES TO
ALLOW THE ASSETS OF THE PORTFOLIO TO BE INVESTED IN ONE OR MORE INVESTMENT
COMPANIES TO THE EXTENT NOT PROHIBITeD BY THE 1940 ACT.
<PAGE>
ITEM 3. TO VOTE ON THE TRANSFER BY BALANCED PORTFOLIO OF ALL OF ITS
ASSETS TO LARGE CAP VALUE PORTFOLIO AND U.S. FIXED INCOME
PORTFOLIO IN EXCHANGE FOR INTERESTS IN LARGE CAP VALUE PORTFOLIO
AND U.S. FIXED INCOME PORTFOLIO, FOLLOWED BY THE DISSOLUTION OF
BALANCED PORTFOLIO.
It is intended that proxies submitted by holders of beneficial interests
in Balanced Portfolio not limited to the contrary will be voted in favor of the
Portfolio transferring its equity securities to Large Cap Value Portfolio and
its fixed income securities to U.S. Fixed Income Portfolio in exchange for
interests in those investment companies, followed by the dissolution of
Balanced Portfolio. See "General Background" above.
VOTE REQUIRED
Approval the transfer of assets of Balanced Portfolio will require the
approval of "a majority interests vote" of Balanced Portfolio.
THE BOARD OF TRUSTEES OF BALANCED PORTFOLIO UNANIMOUSLY RECOMMENDS THAT
THE HOLDERS OF BENEFICIAL INTERESTS IN BALAnCED PORTFOLIO VOTE FOR APPROVAL OF
THE PROPOSED TRANSFER TO LARGE CAP VALUE PORTFOLIO AND U.S. FIXED INCOME
PORTFOLIO.
ITEM 4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE SPECIAL MEETING OF HOLDERS OF BENEFICIAL INTERESTS AND ANY
ADJOURNMENTS THEREOF.
The management of the Portfolio knows of no other business to be presented
at the Meeting. If any additional matters should be properly presented, it is
intended that the enclosed proxy (if not limited to the contrary) will be voted
in accordance with the judgment of the persons named in the enclosed form of
proxy.
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INTERESTS OF CERTAIN PERSONS
As of the Record Date, the Trustees and officers of the Portfolio,
individually and as a group, owned beneficially or had the right to vote less
than 1% of the outstanding interests in the Portfolio or shares of any of the
funds investing in the Portfolio.
As of the Record Date, to the best knowledge of the Portfolio, the
following entities beneficially owned the outstanding beneficial interests in
the Portfolio:
_____________________________________________________
BALANCED
PORTFOLIO
_____________________________________________________
NAME OF BENEFICIAL Beneficial Percentage
OWNER Ownership Interest
_____________________________________________________
_____________________________________________________
CitiFunds Balanced
Portfolio $238,402,608 88.93%
_____________________________________________________
CitiFunds Balanced
Portfolio, Ltd. $29,664,633 11.07%
_____________________________________________________
The address of CitiFunds Balanced Portfolio is 21 Milk Street, Boston
Massachusetts 02109. The address of CitiFunds Balanced Portfolio, Ltd. is c/o
Maples and Calder, P.O. Box 309, Ugland House, George Town, Grand Cayman,
Cayman Islands, BWI.
ADDITIONAL INFORMATION
The Portfolio is a series of The Premium Portfolios (known as the
"Trust"), a diversified, open-end registered investment company organized as a
New York trust under a Declaration of Trust dated as of September 13, 1993.
Balanced Portfolio was designated as separate series of the Trust on September
13, 1993. The mailing address of the Trust is Elizabethan Square, George Town,
Grand Cayman, BWI.
The cost of soliciting proxies in the accompanying form, which is expected
to be about $2,500, will be borne by Citibank. In addition to solicitation by
mail, proxies may be solicited by the Board of Trustees, officers, and regular
employees and agents of the Portfolio without compensation therefor.
The Portfolio's placement agent is CFBDS, Inc., 21 Milk Street, Boston,
Massachusetts 02109. State Street Bank and Trust Company acts as custodian for
the Portfolio. The principal business address of State Street is 225 Franklin
Street, Boston, Massachusetts 02110. State Street Cayman Trust Company, Ltd.
provides transfer agency services to the Portfolio. The principal business
address of State Street Cayman Trust Company, Ltd. is P.O. Box 2508 GT, Grand
Cayman, BWI. Citibank provides administrative services to the Portfolio
pursuant to a Management Agreement.
SUBMISSION OF CERTAIN PROPOSALS
The Trust is a trust formed under the laws of the State of New York, and
as such is not required to hold annual meetings of holders of beneficial
interests, although special meetings may be called for the Portfolio, or for
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the Trust as a whole, for purposes such as electing Trustees or removing
Trustees, changing fundamental policies, or approving an advisory contract.
Proposals of holders of beneficial interests to be presented at any subsequent
meeting of holders of beneficial interests must be received by the Trust at the
Trust's office within a reasonable time before the proxy solicitation is made.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY
PROMPTLY.
By Order of the Board of Trustees,
Philip W. Coolidge, President
July 6, 1999
<PAGE>
EXHIBIT A
FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSED TO BE AMENDED
FOR BALANCED PORTFOLIO
Added text appears in italics [brackets].
The Portfolio will not:
(3) Purchase securities of any issuer if such purchase at the time
thereof would cause with respect to 75% of the total assets of the
Portfolio more than 10% of the voting securities of such issuer to be held
by the Portfolio[; provided that, for purposes of this restriction, the
Portfolio may invest all or any portion of its assets in one or more
investment companies to the extent not prohibited by the 1940 Act, the
rules and regulations thereunder, and exemptive orders granted under such
Act].
(4) Purchase securities of any issuer if such purchase at the time
thereof would cause as to 75% of the Portfolio's total assets more than 5%
of the Portfolio's assets (taken at market value) to be invested in the
securities of such issuer (other than securities or obligations issued or
guaranteed by the United States, any state or political subdivision of
either of the foregoing or any agency or instrumentality of the United
States or of any state or of any political subdivision of any state)[;
provided that, for purposes of this restriction, the Portfolio may invest
all or any portion of its assets in or more investment companies, to the
extent not prohibited by the 1940 Act, the rules and regulations
thereunder, and exemptive orders granted under such Act].
<PAGE>
APPENDIX
PROXY CARD PROXY CARD
BALANCED PORTFOLIO
A PROXY FOR A SPECIAL MEETING OF HOLDERS OF
BENEFICIAL INTERESTS TO BE HELD JULY 30, 1999
The undersigned, revoking all Proxies heretofore given, hereby appoints
each of Philip W. Coolidge, Christine A. Drapeau, Linda T. Gibson, James E.
Hoolahan, Susan Jakuboski and Molly S. Mugler, or any one of them, as Proxies
of the undersigned with full power of substitution, to vote on behalf of all of
the undersigned all beneficial interests in Balanced Portfolio which the
undersigned is entitled to vote at the Special Meeting of Holders of Beneficial
Interests in the Portfolio to be held at Citicorp Center, 153 East 53rd Street,
14th Floor, New York, New York, on Friday, July 30, 1999 at 3:30 p.m., Eastern
Time, and at any adjournment thereof, as fully as the undersigned would be
entitled to vote if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE PORTFOLIO'S BOARD OF TRUSTEES.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
1. An amendment to Balanced Portfolio's Declaration of Trust to allow the
assets of the Portfolio to be invested in one or more investment companies
to the extent not prohibited by the Investment Company Act of 1940, the
rules and regulations thereunder, and exemptive orders granted under such
Act.
______FOR ______AGAINST ______ABSTAIN
2. An amendment to the fundamental investment policies of Balanced Portfolio
to allow the assets of the Portfolio to be invested in one or more
investment companies to the extent not prohibited by the Investment
Company Act of 1940, the rules and regulations thereunder, and exemptive
orders granted under such Act.
______FOR ______AGAINST ______ABSTAIN
3. The transfer by Balanced Portfolio of all of its assets to Large Cap Value
Portfolio and U.S. Fixed Income Portfolio in exchange for interests in
<PAGE>
Large Cap Value Portfolio and U.S. Fixed Income Portfolio, followed by the
dissolution of Balanced Portfolio.
______FOR ______AGAINST ______ABSTAIN
THE BENEFICIAL INTERESTS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR
ANY PROPOSALS FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER MATTERS
AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Date:_______________
___________________________________
Signature
___________________________________
Signature of joint owner, if any
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners
should each sign this proxy. Please sign, date and return in the enclosed
envelope.
