SCHEDULE 14A
Information Required in Proxy Statement
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
CIGNA HIGH INCOME SHARES
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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(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 14a6(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 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:
______________________________________________________________
CIGNA HIGH INCOME SHARES
Worcester, Massachusetts
March 13, 2000
To Our Shareholders:
The Annual Meeting of Shareholders of CIGNA High Income Shares will be held
at The Sheraton Springfield Hotel, One Monarch Place, Springfield, Massachusetts
01144 on Monday, April 24, 2000 at 1:00 p.m., Eastern Time. Formal notice of the
meeting appears on the next page and is followed by the proxy statement.
We hope you will find it convenient to attend the meeting, but we urge you
in any event to complete and return the enclosed proxy card in the envelope
provided. It is very important that your proxy card be received as soon as
possible so that the necessary quorum will be represented at the meeting. If you
do attend, you may vote in person if you so desire.
The Annual Report of CIGNA High Income Shares for the year ended December
31, 1999 has previously been mailed to you.
Sincerely,
/s/ Richard H. Forde
Richard H. Forde
Chairman
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YOUR VOTE IS IMPORTANT
SHAREHOLDERS ARE URGED TO INDICATE THEIR VOTING INSTRUCTIONS ON THE ENCLOSED
PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE ACCOMPANYING ENVELOPE. YOUR
PROMPT ATTENTION IS APPRECIATED.
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CIGNA HIGH INCOME SHARES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Shareholders of CIGNA High Income Shares:
The Annual Meeting of Shareholders of CIGNA High Income Shares (the "Fund")
will be held at The Sheraton Monarch Hotel, One Monarch Place, Springfield,
Massachusetts 01144 on Monday, April 24, 2000 at 1:00 p.m., Eastern Time, for
the following purposes:
(1) To elect five Trustees to serve until the next Annual Meeting of
Shareholders or until the election and qualification of their
successors.
(2) To ratify the appointment by the Board of Trustees of
PricewaterhouseCoopers LLP as independent accountants of the Fund
for the fiscal year ending December 31, 2000.
(3) To transact such other business as may properly come before the
meeting or any postponement or adjournment thereof.
Holders of record of the shares of the Fund at the close of business on
March 7, 2000 are entitled to vote at the meeting.
/s/ Jeffrey S. Winer
Jeffrey S. Winer
SECRETARY
Worcester, Massachusetts
March 13, 2000
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS OF
CIGNA HIGH INCOME SHARES
This proxy statement is furnished in connection with the solicitation of
proxies by the Trustees of CIGNA High Income Shares (the "Fund") for use at the
Annual Meeting of Shareholders of the Fund to be held at The Sheraton Monarch
Hotel, One Monarch Place, Springfield, Massachusetts 01144 on Monday, April 24,
2000 at 1:00 p.m., Eastern Time, and at any postponement or adjournment thereof.
Any person executing a proxy may revoke it at any time prior to its use by
executing a new proxy or by registering with the Secretary of the Fund at the
meeting and requesting a revocation. Executed proxies received by the Fund will
be voted in accordance with the directions specified in the proxy. A majority of
the outstanding shares of the Fund must be present at the meeting in person or
by proxy to constitute a quorum for the transaction of business.
For purposes of determining the presence of a quorum for transacting
business at the meeting and determining whether sufficient votes have been cast
FOR the proposals, abstentions (that is, votes that are marked "withheld") and
broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote the shares on a particular matter with respect to which
the brokers or nominees do not have discretionary power) will be treated as
shares which are present and entitled to vote, but which have not voted on such
matter. For this reason, abstentions and broker non-votes will assist the Fund
in obtaining a quorum; however, abstentions and broker non-votes will have no
effect on the outcome of the vote.
The Board of Trustees recommends a vote FOR the election of Trustees and
FOR the ratification of PricewaterhouseCoopers LLP as independent accountants.
If no specification is made, the proxy will be voted FOR the election of
Trustees as listed, FOR the ratification of the appointment of
PricewaterhouseCoopers LLP and at the discretion of the proxy holders, on any
other matters which may properly come before the meeting or at any postponement
or adjournment. The Board of Trustees does not know of any actions to be
considered at the meeting other than those referred to above.
Costs of soliciting proxies will be borne by the Fund. In addition to
solicitation of proxies by use of the mails, some of the officers of the Fund
and persons affiliated with CIGNA Corporation ("CIGNA") and its affiliated
companies may, without remuneration, solicit proxies in person or by telephone.
At the close of business on March 7, 2000, the record date for the
determination of shareholders entitled to vote at the meeting, there were
51,743,655 outstanding shares. Each share is entitled to one vote. This proxy
statement and the accompanying Notice of Annual Meeting of Shareholders and form
of proxy are being mailed on or about March 13, 2000 to shareholders of record
on the record date.
2
The principal executive offices of the Fund are located at (and its mailing
address is) 100 Front Street, Suite 300, Worcester, Massachusetts 01601.
THE FUND WILL FURNISH TO A SHAREHOLDER UPON REQUEST, WITHOUT CHARGE, A COPY
OF THE ANNUAL REPORT. REQUESTS MAY BE MADE BY WRITING TO THE FUND C/O
TIMESSQUARE CAPITAL MANAGEMENT, INC., 900 COTTAGE GROVE ROAD, S-215, HARTFORD,
CT 06152-2210, ATTN: ALFRED A. BINGHAM III, OR BY CALLING 1-800-426-5523.
PROPOSAL 1
ELECTION OF TRUSTEES
At the meeting, five Trustees are to be elected by the shareholders of the
Fund. The Board of Trustees has nominated and recommends the election of Messrs.
Hugh R. Beath, Richard H. Forde, Russell H. Jones, Thomas C. Jones and Paul J.
McDonald. Each of the nominees is currently serving on the Board of Trustees.
Shareholders are asked to elect Messrs. Beath, Forde, R. Jones, T. Jones and
McDonald as Trustees of the Fund, each to hold office until the next Annual
Meeting of Shareholders or until the election and qualification of his
successor.
Each of the Trustees of the Fund also serves as a Director of CIGNA
Investment Securities, Inc. ("CIS"). TimesSquare Capital Management, Inc.
("TimesSquare"), an indirect, wholly owned subsidiary of CIGNA, serves as
investment adviser to both the Fund and CIS. CIS will hold an annual meeting on
April 24, 2000, at which shareholders will be asked to elect Messrs. Beath,
Forde, R. Jones, T. Jones and McDonald as Directors.
All shares represented by valid proxies will be voted in the election of
Trustees for the nominees unless authority to vote for a particular nominee is
withheld. Proxies cannot be voted for a greater number of persons than the
nominees named in the proxy statement. If any nominee should be unable to serve,
an event not now anticipated, proxies will be voted for such other person as
shall be designated by the Board of Trustees of the Fund, or the Board of
Trustees may reduce the number of Trustees, as authorized by the Declaration of
Trust. All of the nominees have agreed to serve if elected.
Mr. Beath was first elected to the Board in 1987. Messrs. R. Jones and
McDonald were first elected in 1995. Mr. T. Jones was first elected to the Board
in 1998. Mr. Forde was appointed to the Board in 1998. Messrs. Beath, Forde, R.
Jones, T. Jones and McDonald were last elected by shareholders on April 27,
1999.
The following table sets forth the number of shares of the Fund and shares
of CIGNA beneficially owned by those who served on the Board of Trustees during
1999 and by the Fund's Trustees and officers as a group. The information
provided is as of December 31, 1999. As of December 31, 1999, neither the
Trustees as a group nor the Trustees and officers as a group owned beneficially
more than 1% of the outstanding shares of the Fund or of CIGNA.
3
NAME FUND CIGNA
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Hugh R. Beath.......................................... 339 0
Richard H. Forde(1)......................................650 20,854
Russell H. Jones.......................................1,000 0
Thomas C. Jones(1).....................................1,011 134,725
Paul J. McDonald.......................................1,800 0
Trustees and Officers As a Group.......................4,800 162,744
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(1) Includes shares of CIGNA which may be acquired within 60 days upon the
exercise of outstanding stock options, as follows: Mr. Forde - 16,470; Mr.
T. Jones - 110,215.
SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Fund's Trustees and executive officers, and
persons who own more than 10% of a registered class of the Fund's equity
securities, to file with the Securities and Exchange Commission ("SEC") and the
New York Stock Exchange reports of ownership and reports of changes in ownership
of common stock and other equity securities of the Fund. Officers, Trustees and
greater than 10% shareholders are required by SEC regulations to furnish the
Fund with copies of all Section 16(a) forms they file. Based solely on review of
the copies of such reports received by the Fund, or written representations from
certain persons that no such reports were required to be filed for those
persons, the Fund believes all Section 16(a) filing requirements applicable to
officers, Trustees and greater than 10% beneficial owners were satisfied.
The following section sets forth as to each nominee his age, present
position, his principal occupation or employment during the last five years, his
principal affiliations, including any directorships he presently holds in
companies that have issued publicly-held securities and any material interest in
or relationship with TimesSquare and any of its affiliated persons presently and
during the preceding five years. The Fund does not have a principal underwriter
or administrator. Each nominee currently serves as a Trustee of the Fund, CIGNA
Funds Group and CIGNA Variable Products Group, and as a Director of CIGNA
Investment Securities, Inc., except that Mr. Forde is not a Trustee of CIGNA
Variable Products Group.
NOMINEES:
HUGH R. BEATH, 68, Advisory Director, AdMedia Corporate Advisors, Inc.
(investment banking); previously Managing Director, AdMedia Corporate Advisors,
Inc.; Chairman of the Board of Directors, Beath Advisors, Inc.
RICHARD H. FORDE*, 46, Senior Managing Director, TimesSquare and CIGNA
Investment Management. Mr. Forde is also an officer or director of various other
entities which are subsidiaries or affiliates of CIGNA.
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* Nominee is an "interested person" of the Fund and TimesSquare within the
meaning of the Investment Company Act of 1940.
4
RUSSELL H. JONES, 55, Vice President and Treasurer, Kaman Corporation
(helicopters and aircraft components, industrial distribution); Corporator,
Hartford Seminary; Trustee and Senior Fellow, American Leadership Forum;
previously Vice President, Kaman Corporation; Trustee, Connecticut Policy and
Economic Counsel.
THOMAS C. JONES*, 53, President, CIGNA Investment Management, a division of
CIGNA; President and Director, TimesSquare and CIGNA Investment Group, Inc. Mr.
Jones is also an officer or director of various other entities which are
subsidiaries or affiliates of CIGNA; previously President, CIGNA Individual
Insurance, a division of CIGNA; President, CIGNA Reinsurance - Property &
Casualty, a division of CIGNA.
PAUL J. MCDONALD, 56, Special Adviser to Board of Directors, Friendly Ice Cream
Corporation (family restaurants and dairy products); Chairman, Dean's Advisory
Council, University of Massachusetts School of Management; Director, Springfield
YMCA; Trustee, Basketball Hall of Fame; Director, Western Massachusetts Electric
Company; previously Senior Executive Vice President and Chief Financial Officer,
Friendly Ice Cream Corporation.
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* Nominee is an "interested person" of the Fund and TimesSquare within the
meaning of the Investment Company Act of 1940.
5
No officer of the Fund and no Trustee of the Fund received any remuneration
from the Fund during 1999 at the same time he was serving as a director, officer
or employee of TimesSquare, CIGNA or any of its subsidiaries. The other current
Trustees, taken as a group, were paid or accrued Trustee fees for 1999 from the
Fund in the aggregate amount of $31,800. Under current compensation
arrangements, such Trustees will be entitled to receive from the Fund an annual
retainer of $7,100 plus a fee of $200 for each Board meeting attended and $200
for each Committee meeting attended. These Trustees will also be entitled to
receive, as compensation for their services as Trustees or Directors, an annual
retainer of $2,000, a $200 Board meeting fee, and a $200 Committee meeting fee
from CIGNA Variable Products Group, an annual retainer of $4,000, a $400 Board
meeting fee, and a $400 Committee meeting fee from CIGNA Funds Group and an
annual retainer of $5,100, a $200 Board meeting fee, and a $200 Committee
meeting fee from CIGNA Investment Securities, Inc. All Trustees are entitled to
receive reimbursements for expenses incurred in connection with each Board and
Committee meeting attended. These reimbursements of expenses are allocated among
the Fund, each series of CIGNA Funds Group and CIGNA Variable Products Group,
and CIGNA Investment Securities, Inc. so that each entity pays an amount based
on its net assets as a percentage of the aggregate net assets of such entities.
The following table sets forth compensation paid by the Fund and by the CIGNA
fund complex to Trustees in 1999:
TOTAL
COMPENSATION
FROM FUND
AND CIGNA
AGGREGATE FUND COMPLEX
NAME OF PERSON, COMPENSATION PAID TO
POSITION WITH FUND FROM FUND TRUSTEES(C)
- ------------------ ---------- ------------
Hugh R. Beath, Trustee(a)...................... 10,600 26,800
Richard H. Forde, Trustee,
Chairman and President....................... 0 0
Russell H. Jones, Trustee...................... 10,600 26,800
Thomas C. Jones, Trustee....................... 0 0
Paul J. McDonald, Trustee(b)................... 10,600 26,800
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$ 31,800 $ 80,400
============ =========
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(a) All but $1,231 of Mr. Beath's 1999 compensation was deferred under a plan
for all CIGNA funds in which he had an aggregate balance of $215,952 as of
December 31, 1999.
(b) All but $1,231 of Mr. McDonald's 1999 compensation was deferred under a
plan for all CIGNA funds in which he had an aggregate balance of $188,470
as of December 31, 1999.
(c) There were four (4) investment companies other than the Fund in the CIGNA
fund complex.
6
The Board of Trustees held 5 Board meetings during 1999. Each Trustee
attended more than 75% of the aggregate meetings of the Board and Committees on
which such Trustee served during the year. The Board of Trustees has three
standing committees as follows:
AUDIT COMMITTEE
The Audit Committee reviews the accounting controls and procedures and the
quality of accounting services rendered to the Fund by independent accountants,
and inquires into the work of management and of the independent accountants and
the working relationships between them. It has direct access to the independent
accountants, and to financial officers and such other officers as the Committee
deems desirable. The Committee also has the authority to approve the scope of
the annual audit and reports the results of its work to the Board of Trustees on
an appropriate schedule. The Committee held two meetings in 1999. The current
members of the Committee are Messrs. Beath, R. Jones and McDonald (Chairman),
none of whom are interested persons of the Fund.
CONTRACTS COMMITTEE
The Contracts Committee reviews the performance of the investment adviser
for the Fund, and makes recommendations to the Board of Trustees concerning the
renewal of the investment advisory agreement. In performing its function, the
Committee obtains from TimesSquare information it deems necessary to evaluate
the terms of the investment advisory agreement and any changes or amendments to
or replacements of the agreement. The Committee held two meetings in 1999. The
current members of the Committee are Messrs. Beath, R. Jones (Chairman) and
McDonald, none of whom are interested persons of the Fund.
NOMINATING COMMITTEE
The Nominating Committee manages the development and maintenance of the
Board's membership, organization and compensation and it identifies and
recommends to the Board individuals to be nominated for election as Trustees. No
policy or procedure has been established as to the recommendation of Trustee
nominees by shareholders. The Committee held one meeting in 1999. The current
members of the Committee are Messrs. Beath (Chairman), R. Jones and McDonald,
none of whom are interested persons of the Fund.
REQUIRED VOTE
Each nominee for Trustee receiving the affirmative vote of a majority of
the votes cast for election of Trustees shall be elected. Under the Investment
Company Act of 1940, a majority of the voting securities of the Fund means the
lesser of (a) the vote of the holders of 67% or more of the outstanding shares
of the Fund present in person or by proxy at a meeting of shareholders, if the
holders of more than 50% of the outstanding shares are present or represented by
proxy; or (b) the vote of the holders of more than 50% of the outstanding shares
of the Fund.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
NOMINEES.
7
PROPOSAL 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The firm of PricewaterhouseCoopers LLP has been selected by the Board of
Trustees of the Fund as independent accountants for the Fund for the fiscal year
ending December 31, 2000. Shareholders are asked to ratify the selection of
independent accountants at the meeting.
For the fiscal year ended December 31, 1999, PricewaterhouseCoopers LLP
performed both audit and non-audit services for the Fund. Audit services
consisted of examinations of the Fund's financial statements and review and
consultation in connection with filings with the SEC. Non-audit services
included reviewing tax returns of the Fund and providing tax planning advice.
PricewaterhouseCoopers LLP also serves as independent accountants for CIGNA
Investment Securities, Inc. and for each of the series of shares of CIGNA Funds
Group and CIGNA Variable Products Group and performs services for all such
entities similar to the services performed for the Fund. PricewaterhouseCoopers
LLP also serves as independent accountants for CIGNA.
Representatives of PricewaterhouseCoopers LLP may attend the meeting and be
provided an opportunity to make a statement and to respond to appropriate
questions from shareholders.
REQUIRED VOTE
The selection of PricewaterhouseCoopers LLP as independent accountants of
the Fund will be ratified upon the affirmative vote of a majority of the votes
cast by the shareholders of the Fund.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
MANAGEMENT OF THE FUND
Information concerning the names, positions held with the Fund, principal
occupation or employment during the last five years, and current affiliations of
the executive officers of the Fund, other than for Mr. Forde, Chairman of the
Board and President of the Fund, is set out below. Information concerning Mr.
Forde is set out in Proposal 1 under the caption "Nominees". The executive
officers are elected annually by the Board of Trustees. As of December 31, 1999,
executive officers of the Fund owned beneficially less than 1% of the shares of
the Fund and of CIGNA.
ALFRED A. BINGHAM III, 55, Vice President and Treasurer, CIGNA Funds Group,
CIGNA Variable Products Group, CIGNA High Income Shares and CIGNA Investment
Securities, Inc.; Assistant Vice President, TimesSquare.
8
ALAN C. PETERSEN, 49, Managing Director, TimesSquare; Vice President, CIGNA
High Income Shares.
JEFFREY S. WINER, 42, Senior Counsel, CIGNA; Vice President and Secretary,
CIGNA Funds Group, CIGNA Variable Products Group, CIGNA High Income Shares and
CIGNA Investment Securities, Inc.; previously Counsel, CIGNA.
OTHER BUSINESS
SHAREHOLDER PROPOSALS FOR 2001
Shareholders may propose matters for inclusion in the proxy statement and
action at next year's annual meeting, subject to certain conditions. Any such
shareholder proposals intended to be presented at the 2001 annual meeting must
be received by management of the Fund prior to November 8, 2000. Shareholder
proposals not included in the proxy material may be presented from the floor at
the annual meeting only if the shareholder notifies the Fund as to the
proposal's nature and certain additional information by January 27, 2001.
The management of the Fund does not know of any other matters to be brought
before the meeting. If any other matters are properly brought before the
meeting, proxies not limited to the contrary will be voted in accordance with
the best judgment of the person or persons acting under the proxies.
/s/ Jeffrey S. Winer
Jeffrey S. Winer
SECRETARY
Worcester, Massachusetts
March 13, 2000
9
[CIGNA TREE LOGO GRAPHIC APPEARS HERE] CGACM-PS-3/00
CIGNA HIGH INCOME SHARES
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
The undersigned shareholder hereby appoints Richard H. Forde and Jeffrey S.
Winer and either one of them, proxies of the undersigned, with the power of
substitution, to vote the shares of the undersigned at the Annual Meeting of
Shareholders of CIGNA High Income Shares (the "Fund"), on Monday, April 24, 2000
at 1:00 p.m., Eastern Time, at The Sheraton Springfield Hotel, One Monarch
Place, Springfield, Massachusetts, and at any adjournment thereof, in the manner
directed herein with respect to the matters described in the notice and
accompanying proxy statement for said meeting. The Directors recommend that you
vote "FOR" each of the proposals. As to any other matter, or if any nominee for
the office of Trustee is not available for election, said proxies shall vote in
accordance with their best judgment.
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| PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED |
| ENVELOPE. |
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|Please sign this proxy exactly as your name appears on the books of the|
|Fund. Joint owners should each sign personally. Trustees and other|
|fiduciaries should indicate the capacity in which they sign. If a|
|corporation or partnership, signature should be that of an authorized officer|
|who should state his or her title. |
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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/X/ PLEASE MARK VOTES
- -- AS IN THIS EXAMPLE For All
____________________________________ 1. Election of Trustees For All With- Nominees
Nominees hold Except
CIGNA HIGH INCOME SHARES (01) Mr. Beath (03) Mr. R. Jones __ __ __
____________________________________ (02) Mr. Forde (04) Mr. T. Jones |__| |__| |__|
(05) Mr. McDonald
This proxy will be voted as specified. If you simply sign
the proxy, it will be voted for proposal 1 and proposal 2.
In their discretion, the proxies will also be authorized to If you do not wish your shares voted "For" a particular nominee,
vote upon such other matters that may properly come before mark the "For All Nominees Except" box and strike a line through
the meeting. the name(s) of the nominee(s). Your shares will be voted for
the remaining nominee(s).
CONTROL NUMBER:
For Against Abstain
2. Ratification of the selection of __ __ __
PricewaterhouseCoopers LLP as |__| |__| |__|
independent accountants for the
Fund for fiscal year 2000.
3. In their discretion upon such other matters as may properly come
before the meeting.
|---------------------------| __
Please be sure to sign and date this Proxy |Date | Mark box at right if an address has been |__|
|--------------------------------------------------|---------------------------| noted on the reverse of this card.
| |
| |
|---Shareholder sign here------------------------Co-owner sign here------------| RECORD DATE SHARES: