SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment No. )
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Only (as permitted by Rule 14a-6(e)(2))
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
ss.240.14a-11(c) or ss.240.14a-12
UAM Funds Trust - SEC File Nos. 33-25355, 811-
5683
(Name of Registrant as Specified In Its
Charter)
............................................
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other than the Registrant)
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UAM FUNDS TRUST
FPA CRESCENT PORTFOLIO
(INSTITUTIONAL SERVICE CLASS SHARES)
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-Link (826-5465)
April 14, 2000
Dear Shareholder:
Enclosed you will find a proxy statement and
proxy card for a special meeting of
shareholders of Institutional Service Class
Shares of the FPA Crescent Portfolio. This is
a very important meeting, which has been called
to vote on a proposal to liquidate your Class.
The Board of Trustees of UAM Funds Trust after
thorough discussion and consideration, has
decided to recommend the liquidation of the
Institutional Service Class of the Portfolio,
but believes that since this is your investment
capital, the final decision on this matter
should be made by you, the shareholders. We are
proposing to liquidate this Class of the
Portfolio because of its relatively small size
and its limited prospects for growth of assets.
The Board's reasons for recommending this
course are described more fully in the enclosed
proxy statement, which you should consider
carefully.
If the shareholders approve the recommendation
to liquidate Institutional Service Class of the
Portfolio, the Portfolio will return to you the
proceeds of the liquidation of your account.
Once you receive your proceeds, you may pursue
any investment option you wish. The Portfolio
will continue to offer an Institutional Class
of shares, which have lower expenses than the
Institutional Service Class. You may not
exchange your current shares for Institutional
Class shares of the Portfolio, but you may
easily reinvest your proceeds from the
liquidation in Institutional Class shares by
contacting a shareholder service representative
at 1-877-UAM-LINK (825-5465).
The Board of Trustees regrets any inconvenience
this may cause you. We thank you, however, for
the confidence that you placed in us. We
continue to wish you well in your investments.
Sincerely,
/s/Norton H. Reamer
Norton H. Reamer
Chairman
UAM FUNDS TRUST
FPA CRESCENT PORTFOLIO
(INSTITUTIONAL SERVICE CLASS SHARES)
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-LINK (826-5465)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held April 28, 2000
TO THE SHAREHOLDERS OF
INSTITUTIONAL SERVICE CLASS SHARES OF
FPA CRESCENT PORTFOLIO:
Notice is hereby given that a special meeting
of shareholders (the "Special Meeting") of the
Institutional Service Class (" the Class") of
FPA Crescent Portfolio (the "Portfolio"), a
series of UAM Funds Trust (the "Fund"), will be
held on April 28, 2000 at the offices of UAM
Fund Services, Inc., 211 Congress Street,
Boston, Massachusetts 02110 at 10:00 a.m. local
time. The purpose of the Special Meeting is:
*to consider a proposal to liquidate and
dissolve the Class, as set forth in a Plan of
Liquidation and Dissolution adopted by the
Board of Trustees of the Fund; and
*to transact such other business as may
properly come before the Special Meeting or any
adjournment thereof.
Please read the enclosed proxy statement
carefully for information concerning the
proposal to be placed before the meeting.
Shareholders of record at the close of business
on April 3, 2000 will be entitled to vote at
the meeting. You are invited to attend the
Special Meeting, but if you cannot do so,
please complete and sign the enclosed proxy,
and return it in the accompanying envelope as
promptly as possible. Any shareholder
attending the Special Meeting may vote in
person even though a proxy has already been
returned.
By Order of the Board of Trustees,
/s/Martin J. Wolin
Martin J. Wolin
Secretary
Boston, Massachusetts
April 14, 2000
UAM FUNDS TRUST
FPA CRESCENT PORTFOLIO
(INSTITUTIONAL SERVICE CLASS SHARES)
PROXY STATEMENT
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION
WITH THE SOLICITATION OF PROXIES BY THE BOARD
OF TRUSTEES OF UAM FUNDS TRUST (the "Fund") on
behalf of FPA Crescent Portfolio (the
"Portfolio"), a separate series of the Fund,
for use at a Special Meeting of Shareholders to
be held at UAM Fund Services, Inc., 211
Congress Street, Boston, Massachusetts on April
28, 2000 at 10:00 a.m. local time, or at any
adjournment thereof (the "Special Meeting").
PROXY SOLICITATION
All proxies in the enclosed form that are
properly executed and returned to the Portfolio
will be voted as provided therein at the
Special Meeting or at any adjournment thereof.
A shareholder executing and returning a proxy
has the power to revoke it at any time before
it is exercised by giving written notice of
such revocation to the Secretary of the Fund.
Signing and mailing the proxy will not affect
your right to give a later proxy or to attend
the Special Meeting and vote your shares in
person.
The Board of Trustees intends to bring before
the Special Meeting the sole matter set forth
in the foregoing notice. The persons named in
the enclosed proxy and acting thereunder will
vote with respect to that item in accordance
with the directions of the shareholder as
specified on the proxy card. If no choice is
specified, the shares will be voted IN FAVOR
of:
*the proposal to liquidate and dissolve
the Institutional Service Class ("Class")
of the Portfolio and return the proceeds
to the shareholders of the Class; and
*any other matter not presently known,
but which may properly come before the
meeting or any adjournment thereof.
In accordance with the Agreement and
Declaration of Trust of the Fund and the
General Laws of the State of Delaware, approval
of the proposal requires the affirmative vote
of a majority of the shares of the Class voted
at a meeting at which a quorum is present. The
presence in person or by proxy of the holders
of thirty percent of the shares of the Class
entitled to vote will constitute a quorum. For
purposes of determining the presence of a
quorum, abstentions, broker non-votes or
withheld votes will be counted as present.
The Portfolio will bear the entire cost of
preparing, printing and mailing this proxy
statement, the proxies and any additional
materials which may be furnished to
shareholders. Solicitation may be undertaken
by mail, telephone, telegraph, and personal
contact. It is expected that this Proxy
Statement and form of proxy will be mailed to
shareholders on or about April 14, 2000.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of the shares of the Class at
the close of business on April 3, 2000 will be
entitled to vote at the Special Meeting or any
adjournment thereof. As of April 3, 2000, the
Class had outstanding 13,758.478 shares. The
shareholders are entitled to one vote per share
on all business to come before the meeting.
The officers and Trustees of the Fund as a
group beneficially own in the aggregate none of
the outstanding shares of the Class. As of
April 3, 2000, the following shareholders owned
of record or beneficially more than five
percent of the outstanding shares of the Class:
First Pacific Advisors, Inc., 11400 W. Olympic
Blvd., Suite 1200, Los Angeles, CA 90064-1556
52.47%
Wilmington Trust CO TR FBO Cellular Vision of
New York 401K Plan A/C C43044-4, c/o Mutual
Funds/UAM, P. O. Box 8971, Wilmington, DE
19899-8971 26.94%*
___________
*Denotes shares held by a trustee or fiduciary
for which beneficial ownership is disclaimed or
presumed disclaimed.
PROPOSAL FOR LIQUIDATION OF THE PORTFOLIO
BACKGROUND
The Class began operations on January 27, 1997,
as a separate Class of the Portfolio. As of
April 3, 2000, the net assets of the Class were
approximately $171,568.17 thousand. The
Portfolio has invested primarily in equity and
debt securities using a variety of investment
techniques since its inception. The Board of
Trustees has considered the total asset level
of the Class and the performance of the Class
both before and after deducting certain
expenses arising from the operation of the
Class and their impact on the investment
results of the Class.
First Pacific Advisors, Inc. (the "Adviser"),
the Portfolio's investment adviser, created the
Class primarily to provide an attractive
investment option for 401(k) plans. The Adviser
relied almost exclusively on UAM Retirement
Plan Services, Inc., a wholly-owned subsidiary
of United Asset Management Corporation designed
to service 401(k) and other retirement plans,
to market shares of the Class. When UAM
Retirement Plan Services ceased providing these
services in late 1998, many of the retirement
plans that it serviced withdrew their assets
from the Class. As a result, the assets
attributable to the Class decreased from a high
of approximately $19.2 million to approximately
$171,568 as of April 3, 2000. Without an
alternate distribution channel, the Adviser
believes that the prospect for renewed growth
of the assets of the Class is severely limited.
Given this decrease, the assets attributable to
the Class are not sufficient to allow the Class
to maintain a size adequate, in the judgment of
the Board, to spread expenses over a sufficient
asset base and provide a satisfactory return to
shareholders. As a result, the Board instructed
the officers of the Fund to investigate what,
if any, additional steps or alternative courses
would best serve the interest of shareholders.
The officers of the Fund sought to determine
whether a merger or transfer of assets would be
possible, and if it would produce desirable
results for shareholders. After reviewing
current market conditions, the relatively small
size of the portfolio and the time and effort
required to effect a transaction, management of
the Fund believed that the expense of a merger
or transfer of the assets to another mutual
fund are greater than the benefits stockholders
of the portfolio could expect to realize from
such a transaction. The officers investigated
the steps required for liquidation of the
Class, subject to presentation of a final
report to the Board.
At a March 23, 2000 meeting, the Board reviewed
the limited prospects for renewed growth of the
assets of the Class, the efforts and expenses
of the Distributor to distribute shares of the
Class, and the effect of the operating expenses
on the historic and anticipated returns of
shareholders. For the most recent fiscal year,
the expenses of the Class were 1.64% of the
average net assets of the Class. The expense
ratio of the Class is expected to be
substantially the same for the present fiscal
year.
The Board concluded that the presence of larger
funds with similar objectives better able to
operate on an efficient basis and provide
higher returns to shareholders, made it
unlikely that the Class could achieve a
significant increase in asset size and achieve
economies of scale. The Board therefore
concluded that it would be in the interest of
the shareholders of the Class to liquidate the
Class promptly, in accordance with a Plan of
Liquidation and Dissolution. (See "General Tax
Consequences" below.)
PLAN OF LIQUIDATION AND DISSOLUTION
The Board of Trustees has approved the Plan of
Liquidation and Dissolution (the "Plan")
summarized in this section and set forth as
Exhibit A to this proxy statement.
1. EFFECTIVE DATE OF THE PLAN AND CESSATION
OF THE BUSINESS OF THE CLASS. The Plan will
become effective on the date of its adoption
and approval by a majority of the outstanding
shares of the Class. Following this approval,
the Portfolio (i) will cease to invest its
assets attributable to the Class in accordance
with its investment objective and will sell the
portfolio securities it owns in order to
convert its assets attributable to the Class to
cash; (ii) will not engage in any business
activities except for the purposes of winding
up the business and affairs of the Class,
preserving the value of the assets of the Class
and distributing the assets attributable to the
Class to shareholders after the payment to (or
reservation of assets for payment to) all
creditors of the Class; and (iii) the Class
will terminate in accordance with the laws of
the State of Delaware and the Declaration of
Trust of the Fund.
2. CLOSING OF BOOKS AND RESTRICTION OF
TRANSFER AND REDEMPTION OF SHARES. The
proportionate interests of shareholders in the
assets shall be fixed on the basis of their
respective holdings on the Effective Date of
the Plan. On such date the books of the Class
will be closed and the shareholders' respective
assets will not be transferable by the
negotiation of share certificates. (Plan,
Section 4)
3. LIQUIDATING DISTRIBUTION. As soon as
possible after approval of the Plan, and in any
event within fourteen days thereafter, the Fund
on behalf of the Portfolio will mail the
following to each shareholder of record of the
Class on the effective date of the Plan: (i)
to each shareholder not holding stock
certificates of the Class, liquidating cash
distribution equal to the shareholder's
proportionate interest in the net assets of the
Class, (ii) to each shareholder holding stock
certificates of the Class, a confirmation
showing such shareholder's proportionate
interest in the net assets of the Class with an
advice that such shareholder will be paid in
cash upon return of the stock certificates; and
(iii) information concerning the sources of the
liquidating distribution. (Plan, Section 7)
4. EXPENSES. The Portfolio will bear all
expenses incurred by it in carrying out the
Plan. It is expected that other liabilities of
the Class incurred or expected to be incurred
prior to the date of the liquidating
distribution will be paid by the Portfolio, or
set aside for payment, prior to the mailing of
the liquidating distribution. The liabilities
of the Portfolio relating to the Plan are
estimated at no more than $2,000, which
includes legal and auditing expenses and
printing, mailing, soliciting and miscellaneous
expenses arising from the liquidation, which
the Portfolio normally would not incur if it
were to continue in business. If the Portfolio
incurs more than $2,000 in additional
liabilities to liquidate the Class, such
expenses will be paid by the Adviser. The
total liabilities of the Class prior to the
liquidating distribution are estimated to be
$500. Any expenses and liabilities attributed
to the Class subsequent to the mailing of the
liquidating distribution will be borne by the
Adviser. (Plan, Section 6 and 8)
5. CONTINUED OPERATION OF THE CLASS. After
the date of mailing of the liquidating
distribution, the dissolution of the Class will
be effected. The Plan provides that the
Trustees shall have the authority to authorize
such variations from or amendments of the
provisions of the Plan as may be necessary or
appropriate to marshal the assets of the Class
and to effect the dissolution, complete
liquidation and termination of the existence of
the Class and the purposes to be accomplished
by the Plan. (Plan, Sections 9 and 10)
GENERAL TAX CONSEQUENCES.
In general, each shareholder who receives a
liquidating distribution will recognize gain or
loss for federal income tax purposes equal to
the excess of the amount of the distribution
over the shareholder's tax basis in the Class'
shares. Assuming that the shareholder holds
such shares as capital assets, such gain or
loss will be capital gain or loss and will be
long-term or short-term capital gain depending
on the shareholder's holding period for the
shares.
The tax consequences discussed herein may
affect shareholders differently depending upon
their particular tax situations unrelated to
the liquidating distribution, and accordingly,
this summary is not a substitute for careful
tax planning on an individual basis.
SHAREHOLDERS MAY WISH TO CONSULT THEIR PERSONAL
TAX ADVISERS CONCERNING THEIR PARTICULAR TAX
SITUATIONS AND THE IMPACT THEREON OF RECEIVING
THE LIQUIDATING DISTRIBUTION AS DISCUSSED
HEREIN, INCLUDING ANY STATE AND LOCAL TAX
CONSEQUENCES.
The Fund anticipates that it will retain its
qualification as a regulated investment company
under the Internal Revenue Code, as amended,
during the liquidation period and, therefore,
will not be taxed on any of its net income from
the sale of its assets.
Representatives of PricewaterhouseCoopers LLP,
independent accountants for the Fund, are not
expected to be present at the Special Meeting.
If the shareholders do not approve the Plan,
the Class will continue to exist and operate in
accordance with its stated objective and
policies. The Board would meet to consider
what, if any, steps to take in the interest of
shareholders.
Shareholders are free to redeem their shares
prior to the liquidation.
THE DIRECTORS OF THE FUND RECOMMEND APPROVAL OF
THE PLAN.
GENERAL INFORMATION
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
ADMINISTRATOR.
The investment adviser to the Portfolio is
First Pacific Advisors, Inc., 11400 West
Olympic Boulevard, Suite 1200, Los Angeles, CA
90064. The Portfolio's principal underwriter is
UAM Fund Distributors, Inc., 211 Congress
Street, Boston, Massachusetts 02110. The
Portfolio's administrator is UAM Fund Services,
Inc., located at 211 Congress Street, Boston,
Massachusetts 02110. The investment adviser,
principal underwriter and administrator for the
Portfolio are wholly owned subsidiaries of
United Asset Management Corporation. UAM Fund
Services, Inc. has sub-contracted some
administrative services to SEI Investments,
Inc., One Freedom Valley Drive, Oaks,
Pennsylvania 19456. UAM Fund Services, Inc. has
subcontracted its transfer agent and dividend-
disbursing agent services to DST Systems, Inc.,
located at P.O. Box 419534, Kansas City,
Missouri 64141-6534. UAM Fund Services, Inc.
has subcontracted sub-shareholder servicing to
UAM Shareholder Service Center, Inc., an
affiliate of United Asset Management
Corporation, located at 825 Duportail Road,
Wayne, Pennsylvania 19087.
REPORTS TO SHAREHOLDERS AND FINANCIAL
STATEMENTS.
The Annual Report to Shareholders of the Class,
including audited financial statements for the
Class for the fiscal year ended March 31, 1999,
and the Semi-Annual Report to Shareholders for
the period ended September 30, 1999 have been
mailed to shareholders. The Annual Report and
the Semi-Annual Report should be read in
conjunction with this Proxy Statement. You can
obtain a copy of the Annual Report and the
Semi-Annual Report from the Fund, without
charge, by writing to the Fund at the address
on the cover of this Proxy Statement, or by
calling 1-877-UAM-LINK (826-5465).
OTHER MATTERS
The Portfolio is not aware of any other matter
which is anticipated to come before the Special
Meeting or any adjournment thereof other than
the matter set forth herein. Other matters
will be considered if notice is given within a
reasonable amount of time prior to the meeting.
If any other matter may properly come before
the meeting, or any adjournment thereof, this
proxy would confer discretionary authority on
the proxies with respect to acting on any such
matters, and the persons named in the proxy
have advised that they intend to vote, act, or
consent thereunder in accordance with their
best judgment at that time with respect to such
matters.
By Order of the Board of Trustees,
/s/Martin J. Wolin
Martin J. Wolin
Secretary
Dated: April 14, 2000
Exhibit A
UAM FUNDS TRUST
FPA CRESCENT PORTFOLIO
(INSTITUTIONAL SERVICE CLASS SHARES)
PLAN OF LIQUIDATION AND DISSOLUTION
This Plan of Liquidation and Dissolution
("Plan") concerns the Institutional Service
Class Shares ("Class") of FPA Crescent
Portfolio (the "Portfolio"), a series of UAM
Funds Trust (the "Fund"), which was organized
as a Delaware business trust on May 18, 1994,
under the name "The Regis Fund II". On October
31, 1995, the name of the Fund was changed to
"UAM Funds Trust". The Fund is registered as
an open-end management investment company
registered under the Investment Company Act of
1940, as amended ("Act"). The Class began
operations on January 24, 1997. The Plan is
intended to accomplish the complete liquidation
and dissolution of the Class in conformity with
all provisions of Delaware law and the Fund's
Agreement and Declaration of Trust.
WHEREAS, the Fund's Board of Trustees, on
behalf of the Portfolio, has determined that it
is in the best interests of the Portfolio and
its shareholders to liquidate and dissolve the
Class; and
WHEREAS, at a meeting of the Board of Trustees
on March 23, 2000 it considered and adopted
this Plan as the method of liquidating and
dissolving the Class and directed that this
Plan be submitted to shareholders of the Class
for approval;
NOW THEREFORE, the liquidation and dissolution
of the Class shall be carried out in the manner
hereinafter set forth:
1. EFFECTIVE DATE OF PLAN. The Plan shall
be and become effective only upon the adoption
and approval of the Plan, at a meeting of
shareholders called for the purpose of voting
upon the Plan, by the affirmative vote of the
holders of a majority of the outstanding voting
securities of the Class. The day of such
adoption and approval by shareholders is
hereinafter called the "Effective Date."
2. DISSOLUTION. As promptly as practicable,
consistent with the provisions of the Plan, the
Class shall be dissolved in accordance with the
laws of the State of Delaware and the Fund's
Agreement and Declaration of Trust
("Dissolution").
3. CESSATION OF BUSINESS. After the Effective
Date of the Plan, the Class shall cease its
business and shall not engage in any business
activities except for the purposes of winding
up its business and affairs, marshalling and
preserving the value of its assets and
distributing its assets to shareholders in
accordance with the provisions of the Plan
after the payment to (or reservation of assets
for payment to) all creditors of the Class.
4. RESTRICTION OF TRANSFER AND REDEMPTION OF
SHARES. The proportionate interests of
shareholders in the assets of the Class shall
be fixed on the basis of their respective
stockholdings at the close of business on the
Effective Date of the Plan. On the Effective
Date, the books of the Class shall be closed.
Thereafter, unless the books are reopened
because the Plan cannot be carried into effect
under the laws of the State of Delaware or
otherwise, the shareholders' respective
interests in the Class' assets shall not be
transferable by the negotiation of share
certificates.
5. LIQUIDATION OF ASSETS. As soon as is
reasonable and practicable after the Effective
Date, all portfolio securities allocable to the
Class shall be converted to cash or cash
equivalents.
6. PAYMENT OF DEBTS. As soon as practicable
after the Effective Date, the Portfolio shall
determine and pay, or set aside in cash
equivalent, the amount of all known or
reasonably ascertainable liabilities allocable
to the Class incurred or expected to be
incurred prior to the date of liquidating
distribution provided for in Section 7, below.
7. LIQUIDATING DISTRIBUTION. As soon as
possible after the Effective Date of the Plan,
and in any event within 14 days thereafter, the
Portfolio shall mail the following to each
shareholder of record of the Class on the
Effective Date: (1) to each shareholder not
holding stock certificates of the Class, a
liquidating distribution equal to the
shareholder's proportionate interest in the net
assets of the Class; (2) to each shareholder
holding stock certificates of the Class, a
confirmation showing such shareholder's
proportionate interest in the net assets of the
Class with an advice that such shareholder will
be paid in cash upon return of the stock
certificate; and (3) information concerning the
sources of the liquidating distribution.
8. MANAGEMENT AND EXPENSES OF THE PORTFOLIO
SUBSEQUENT TO THE LIQUIDATING DISTRIBUTION.
The Portfolio shall bear all expenses allocable
to it in carrying out this Plan of Liquidation
and Dissolution including, but not limited to,
all printing, legal, accounting, custodian and
transfer agency fees, and the expenses of any
reports to or meeting of shareholders. Any
expenses and liabilities attributed to the
Class subsequent to the mailing of the
liquidating distribution will be borne by First
Pacific Advisors, Inc., the Portfolio's
investment adviser.
9. POWER OF BOARD OF TRUSTEES. The Board,
and subject to the directors, the officers,
shall have authority to do or authorize any or
all acts and things as provided for in the Plan
and any and all such further acts and things as
they may consider necessary or desirable to
carry out the purposes of the Plan, including
the execution and filing of all certificates,
documents, information returns, tax returns and
other papers which may be necessary or
appropriate to implement the Plan. The death,
resignation or disability of any director or
any officer of the Fund shall not impair the
authority of the surviving or remaining
directors or officers to exercise any of the
powers provided for in the Plan.
10. AMENDMENT OF PLAN. The Board shall have
the authority to authorize such variations from
or amendments of the provisions of the Plan as
may be necessary or appropriate to effect the
marshalling of Class assets allocable to and
the dissolution, complete liquidation and
termination of the existence of the Class, and
the distribution of its net assets to
shareholders in accordance with the laws of the
State of Delaware and the purposes to be
accomplished by the Plan.
UAM FUNDS TRUST
On behalf of FPA Crescent Portfolio
(Institutional Service Class Shares)
For the Board of Trustees
By: ______________________
Norton H. Reamer
Chairman
Accepted:
First Pacific Advisors, Inc.
By: ______________________
Name:
Title:
Date: April 28, 2000
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF TRUSTEES
OF THE FUND
UAM FUNDS TRUST
Institutional Service Class of
FPA Crescent Portfolio
Proxy for Special Meeting of Shareholders
April 28, 2000
KNOW ALL MEN BY THESE PRESENT, that the
undersigned hereby constitutes and appoints
Martin J. Wolin and Robert Flaherty, or either
of them, with power of substitution, as
attorneys and proxies to appear and vote all of
the shares of stock standing in the name of the
undersigned at the Special Meeting of
Shareholders of the Institutional Service Class
of the FPA Crescent Portfolio of UAM Funds
Trust to be held at the offices of UAM Fund
Services, Inc., 211 Congress Street, Boston,
Massachusetts 02110, at 10:00 a.m. local time
on April 28, 2000 and at any and all
adjournments thereof; and the undersigned
hereby instructs said attorneys to vote:
1. To approve the liquidation and dissolution
of the Institutional Service Class of FPA
Crescent Portfolio, as set forth in a
Plan of Liquidation and Dissolution
adopted by the Board of Trustees of UAM
Funds Trust.
FOR AGAINST ABSTAIN
/__/ /__/ /__/
2. Any other business which may properly come
before the meeting or any other
adjournment thereof. The management
knows of no other such business.
THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS SPECIFIED IN THE FOREGOING
ITEM 1, BUT IF NO CHOICE IS SPECIFIED,
THEY WILL BE VOTED FOR APPROVAL OF ITEM
1.
Dated: April _____, 2000
________________________
________________________
Signature of Shareholder(s)
(Signature of all joint owners is required.
Fiduciaries please indicate your full title.)
If any other matters properly come before the
meeting about which the proxy holders were not
aware prior to the time of the solicitation,
authorization is given the proxy holders to
vote in accordance with the views of management
thereon. The management is not aware of any
such matters.
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS
PROXY IN THE ENCLOSED ENVELOPE.
