<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
- ------------------------------------------------------------------------------
THE FOREIGN & COLONIAL
EMERGING MIDDLE EAST FUND, INC.
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
(5) Total fee paid:
- ------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- ------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by the 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:
- ------------------------------------------------------------------------------
<PAGE>
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
1285 Avenue of the Americas
New York, New York 10019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 7, 1997
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of The Foreign & Colonial Emerging
Middle East Fund, Inc. (the "Fund") will be held at the offices of Simpson
Thacher & Bartlett, 425 Lexington Avenue, New York, New York on the 30th
floor, on Wednesday, February 19, 1997, at 10:00 a.m., for the purposes of
considering and voting upon:
1. The election of directors (Proposal 1).
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the fiscal year ending October
31, 1997 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on December 31, 1996 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,
Michael Gabriel
Secretary
IMPORTANT: TO AVOID UNNECESSARY EXPENSE OF FURTHER
SOLICITATION, WE URGE YOU TO COMPLETE THE ENCLOSED PROXY CARD,
DATE AND SIGN IT AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED, NO MATTER HOW LARGE OR HOW SMALL YOUR HOLDINGS MAY
BE.
<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. All 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
<TABLE>
<CAPTION>
<S> <C>
CORPORATE ACCOUNTS VALID SIGNATURE
(1) ABC Corp. ........................ ABC Corp.
(2) ABC Corp. ........................ John Doe, Treasurer
(3) ABC Corp. ........................ John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan ... John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust ........................ Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee ............. Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. ............. John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith .................... John B. Smith, Jr., Executor
</TABLE>
<PAGE>
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
1285 Avenue of the Americas
New York, New York 10019
PROXY STATEMENT
This Proxy Statement is furnished in connection with a solicitation by the
Board of Directors of The Foreign & Colonial Emerging Middle East 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 the offices of Simpson Thacher
& Bartlett, 425 Lexington Avenue, New York, New York on the 30th floor, on
Wednesday, February 19, 1997 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 January 7,
1997. THE FUND'S ANNUAL REPORT CONTAINING FINANCIAL STATEMENTS FOR THE FISCAL
YEAR ENDED OCTOBER 31, 1996 MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING THE
FUND'S TRANSFER AGENT, BOSTON EQUISERVE, P.O. BOX 8200, BOSTON, MASSACHUSETTS
02266-8209, TOLL FREE TELEPHONE NUMBER 800 426-5523. 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 directors and FOR proposal 2. The close of business on
December 31, 1996 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 2,807,169 shares of Common Stock outstanding.
In the event that a quorum is not present at the Annual Meeting, or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, 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. A stockholder vote may be
taken on one or more of the proposals in this proxy statement prior to any
such adjournment if sufficient votes have been received for approval. 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 at least a majority of the outstanding
shares of Common Stock of the Fund entitled to vote at the Annual Meeting.
Foreign & Colonial Emerging Markets Limited ("FCEM"), whose principal
business address is Exchange House, Primrose Street, London, England EC2A
2NY, is the Fund's investment adviser. Mitchell Hutchins Asset Management
Inc., whose principal business address is 1285 Avenue of the Americas, New
York, New York 10019, is the Fund's administrator.
PROPOSAL 1:
ELECTION OF DIRECTORS
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 meeting,
stockholders will be asked to elect two Class I Directors to hold office
until the Annual Meeting of Stockholders held in the year 2000 or thereafter
when their respective successors are elected and qualified. The terms of
office of the Class II and Class III Directors expire at the Annual Meeting
of Stockholders in 1998 and 1999, respectively, 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.
<PAGE>
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 nominees
named below. All of the nominees are currently members of the Board of
Directors of the Fund. Each nominee has indicated that he will serve if
elected, but if any 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 following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
NOMINEES AND PRINCIPAL OCCUPATIONS DIRECTOR COMMON STOCK BENEFICIALLY OWNED, DIRECTLY
DURING THE PAST FIVE YEARS SINCE AGE OR INDIRECTLY, ON DECEMBER 1, 1996(A)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLASS I NOMINEES TO SERVE UNTIL THE
2000 ANNUAL MEETING OF STOCKHOLDERS
- -----------------------------------------------------------------------------------------------------
Albert Francke, III, Chairman of Audit 1994 62 --
Committee; Of Counsel since January 1,
1997, Curtis, Mallet-Prevost, Colt &
Mosle (law firm), prior to which he was
a partner of the firm
- -----------------------------------------------------------------------------------------------------
Walter M. Noel, Jr., Member of Audit 1994 66 --
Committee; Principal, Walter Noel
Associates (1983-present) (investment
management consultant); Principal,
Fairfield Greenwich Group
(1987-present) (investment fund
manager); General Partner (1992-1996),
Limited Partner (1996-present), Fred
Kolber & Company (broker/dealer)
- -----------------------------------------------------------------------------------------------------
</TABLE>
The following table provides information concerning the directors of the
Fund serving until the 1998 and 1999 Annual Meetings of Stockholders.
<TABLE>
<CAPTION>
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR COMMON STOCK BENEFICIALLY OWNED, DIRECTLY
DURING THE PAST FIVE YEARS SINCE AGE OR INDIRECTLY, ON DECEMBER 1, 1996(A)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLASS II DIRECTORS SERVING UNTIL THE
1998 ANNUAL MEETING OF STOCKHOLDERS
- ------------------------------------------------------------------------------------------------------
Audley W. Twiston Davies*, Chairman of 1994 46 --
the Board and President; Managing
Director, Foreign & Colonial Emerging
Markets Limited (1987-present)
- ------------------------------------------------------------------------------------------------------
David C. Patterson, Member of Audit 1994 48 --
Committee; Managing Director, Kaplan,
Choate & Co. (investment manager)
(1989-present)
- ------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR COMMON STOCK BENEFICIALLY OWNED, DIRECTLY
DURING THE PAST FIVE YEARS SINCE AGE OR INDIRECTLY, ON DECEMBER 1, 1996(A)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLASS III DIRECTORS SERVING UNTIL THE
1999 ANNUAL MEETING OF STOCKHOLDERS
- -------------------------------------------------------------------------------------------------------
Bassam Aburdene, Member of Audit 1994 48 --
Committee; Corporate Finance Director,
Capital Trust Ltd. (investment manager
and consultant) (1985-present); Corporate
Finance Director, C.T. Capital Trust N.V.
(investment manager and consultant)
(1985-present)
- -------------------------------------------------------------------------------------------------------
Fred Arthur Rank Packard*, London 1994 47 6,300
Representative, Garantia Banking Ltd.
(1985-present); Chairman, Foreign &
Colonial Emerging Markets Limited
(1993-1996); Chairman, Antessa Investment
Management Ltd. (1990-1992)
- -------------------------------------------------------------------------------------------------------
</TABLE>
* "Interested person" as defined in the Investment Company Act of 1940
(the "1940 Act") because of his current and past affiliation with FCEM,
the Fund's investment adviser.
(A) The holdings of no director represented more than 1% of the outstanding
shares of the Fund. Each director has sole voting and investment power
with respect to the listed shares.
At December 1, 1996, 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 December 1, 1996, by each person known to the Fund to be deemed to
be 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 PERCENT
- -----------------------------------------------------------------------
<S> <C> <C>
International Finance Corporation (1) 500,000 17.8%
- -----------------------------------------------------------------------
Lazard Freres & Co. L.L.C. (2) 386,900 13.8
</TABLE>
- ------------
(1) Based solely upon information presented in Schedule 13D, dated
November 14, 1994, filed by International Finance Corporation ("IFC"),
IFC has sole voting and dispositive power as to all such shares.
(2) Based solely upon information presented in Amendment No. 1 to
Schedule 13G, dated November 13, 1996, filed by Lazard Freres & Co.
L.L.C. ("Lazard"). Lazard is the beneficial owner of such shares as a
result of acting as an investment adviser. Lazard has sole voting power
as to 386,900 such shares and sole dispositive power as to 378,000 such
shares.
In addition, at December 31, 1996, Cede & Co., a nominee for participants in
the Depository Trust Company, held of record 2,223,020 shares of the Fund,
equal to 79.2% of the outstanding shares of the Fund.
Until November 25, 1996, Mr. Packard, the former chairman of FCEM, had an
indirect ownership interest in FCEM through his partial ownership of Garantia
Banking Limited ("Garantia"), which was a 14.9% shareholder of Foreign &
Colonial Emerging Markets (Holdings) Limited ("Holdings"). FCEM is
3
<PAGE>
a wholly-owned subsidiary of Holdings. In addition, Mr. Twiston Davies, a
Managing Director of FCEM, had an indirect ownership interest in FCEM through
his 10% interest in Holdings. The interests held by Garantia and Mr. Twiston
Davies were purchased by Foreign & Colonial Management Limited ("FCM").
Holdings is now a wholly-owned subsidiary of FCM.
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. Twiston Davies, the present executive officers
of the Fund are:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATIONS COMMON STOCK BENEFICIALLY OWNED, DIRECTLY
DURING THE PAST FIVE YEARS OFFICE AGE OR INDIRECTLY, ON DECEMBER 1, 1996(A)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Arnab Banerji, Chief Investment Executive Vice 40 --
Officer, Foreign & Colonial President
Emerging Markets Limited (since
(1993-present); Head of Emerging commencement of
Markets, Citibank Global Asset investment
Management (1991-1993) operations)
- ----------------------------------------------------------------------------------------------------
Jeffrey Chowdhry, Senior Fund Executive Vice 36 --
Manager, Foreign & Colonial President
Emerging Markets Limited (since
(1994-present); Fund Manager and September 10,
Director, BZW Investment 1996)
Management (1987-1994)
- ----------------------------------------------------------------------------------------------------
Ebru Ozsezgin, Fund Manager, Vice President 27 --
Foreign & Colonial Emerging (since
Markets Limited (1996-present); September 10,
Fund Manager, Framlington 1996)
Investment Management (1994-1996);
Analyst, Global Securities
- -Istanbul (1990-1994).
- ----------------------------------------------------------------------------------------------------
Michael Gabriel, Chief Financial Treasurer and 52 --
Officer, Foreign & Colonial Secretary
Emerging Markets Limited (since
(1989-Present) commencement of
investment
operations)
- ----------------------------------------------------------------------------------------------------
</TABLE>
(A) The holdings of no executive officer represented more than 1% of the
outstanding shares of the Fund. Each executive officer has sole voting
and investment power with respect to the listed shares.
Dr. Banerji and Messrs. Chowdhry and Gabriel are also directors of FCEM.
The Fund's Audit Committee is composed of Messrs. Aburdene, Francke
(Chairman), Noel and Patterson. The principal functions of the Audit
Committee are to recommend to the Board of Directors 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 twice during the fiscal year ended
October 31, 1996. The Fund has no nominating or compensation committees.
During the fiscal year ended October 31, 1996, the Board of Directors met
four times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committee for which he was eligible.
4
<PAGE>
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the annual meeting of stockholders
information regarding compensation paid to directors by the Fund as well as
by any other U.S. registered investment company advised by FCEM. The
following table provides information concerning the compensation paid by the
Fund for the fiscal year ended October 31, 1996 to each director of the Fund.
None of the directors serve as directors of any other U.S. registered
investment company advised by FCEM. Please note that the Fund does not
provide any pension or retirement benefits to directors. In addition, no
remuneration was paid during the fiscal year ended October 31, 1996 by the
Fund to Messrs. Twiston Davies and Packard, who, as current and former
employees of FCEM, are interested persons under the 1940 Act (although they
are, along with the other directors of the Fund, reimbursed for travel and
out-of-pocket expenses incurred in connection with their attendance at
meetings of the Fund's Board of Directors).
<TABLE>
<CAPTION>
NAME OF DIRECTOR COMPENSATION FROM FUND
- ------------------- ----------------------
<S> <C>
Bassam Aburdene $8,970
Albert Francke, III $7,800
Walter M. Noel, Jr. $7,800
David C. Patterson $7,800
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act in combination require the Fund's directors and officers,
persons who beneficially own more than ten percent of the Fund's Common
Stock, FCEM, and affiliated persons of FCEM under the 1940 Act to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange. The Fund believes that
all relevant persons have complied with applicable filing requirements during
the fiscal year ended October 31, 1996.
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 not be considered votes
cast, and do not affect the plurality vote required for directors.
PROPOSAL 2:
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountant to the Fund for the fiscal year ending October 31,
1997. 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 Price Waterhouse LLP that at
October 31, 1996 neither the firm nor any of its partners had any direct or
material indirect financial interest in the Fund. A representative of Price
Waterhouse LLP will be present at the Annual Meeting to answer questions
concerning the audit of 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 Price Waterhouse 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 not be
considered votes cast.
5
<PAGE>
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Annual Meeting. If other matters properly come 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
1998 must be received by the Fund for inclusion in the Fund's proxy statement
and proxy relating to that meeting no later than September 9, 1997.
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 FCEM
or its 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. Shareholder Communications Corp. has been
retained to assist in the solicitation of proxies at a fee to be paid by the
Fund and estimated at $3,500, plus disbursements.
January 7, 1997
6
<PAGE>
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10019
ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 19, 1997
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Audley W. Twiston Davies, Michael
Gabriel and Jeffrey Chowdhry, and each of them, attorneys and proxies for
the undersigned, with full power of substitution and revocation to represent
the undersigned at the Annual Meeting of Stockholders of The Foreign & Colonial
Emerging Middle East Fund, Inc. to be held at 425 Lexington Avenue, New York,
New York on Wednesday, February 19, 1997, at 10:00 a.m., and at any adjournments
thereof, upon the matters set forth in the Notice of Meeting and Proxy Statement
dated January 7, 1997 and upon all other matters properly coming before said
meeting.
---------------------
Please Mark, Sign,
Date and return this
Proxy Promptly Using
the Enclosed Envelope.
----------------------
- -------------------------------------------------------------------------------
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 (including all nominees for Director) and 2. Please refer to
the Proxy Statement for a discussion of the Proposals.
(continued, and to be signed and dated on the reverse side)
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------------- ---------------------------------
- ----------------------------------------- ---------------------------------
- ----------------------------------------- ---------------------------------
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE FOREIGN & COLONIAL
EMERGING MIDDLE EAST FUND, INC.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date , 1997
(include any applicable title(s))
Stockholder sign here Joint-owner sign here
DETACH CARD
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" PROPOSALS 1 (including all nominees for Director) AND 2.
1. Election of Directors. With- For All
Class 1 to serve until 2000 Annual Meeting For hold Except
Albert Francke, III [ ] [ ] [ ]
Walter M. Noel, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the "For All Except" box and strike a line through that nominee's name in
the list above.
For Against Abstain
2. Ratification of the selection of Price [ ] [ ] [ ]
Waterhouse LLP as the independent
accountants of the Fund for the fiscal year
ending October 31, 1997.
3. Any other business that may properly come before the meeting.
Votes MUST be indicated (X) in Black or Blue ink.
NOTE: Please sign exactly as your name appears on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your
full title.
Mark box at right if an address change or comments have been noted [ ]
on the reverse side of this card.
DETACH CARD
