[NAME OF FUND]

                         TELEPHONIC PROXY AUTHORIZATION

     In connection  with the meeting of  shareholders of [Name of Fund] ("Fund")
to be held on June , 1995,  Shareholder  Communications Corp. ("SCC"), which has
been engaged by the Fund to assist in soliciting  proxies,  may contact  certain
shareholders of the Fund over the telephone.  Shareholders that are contacted by
SCC may be asked to  authorize  orally  SCC to  execute a proxy on their  behalf
("Telephonic  Proxy").  Such  proxies  will be recorded in  accordance  with the
procedures set forth below. Management of the Fund believes these procedures are
reasonably  designed to ensure that the identity of the shareholder  casting the
vote  is  accurately   determined  and  that  the  voting  instructions  of  the
shareholder are accurately  reflected.  SCC has received an opinion of [Venable,
Baetjer  and  Howard,  LLP]  [Dechert  Price &  Rhoads]  that  addresses  the
validity,  under the applicable law of the [State of Maryland]  [Commonwealth of
Massachusetts],  of a proxy executed by an orally  authorized agent. The opinion
given by  [Venable,  Baetjer  and  Howard,  LLP]  [Dechert  Price  &  Rhoads]
concludes  that a [Maryland]  [Massachusetts]  court would find that there is no
[Maryland]  [Massachusetts]  law or  [Maryland]  [Massachusetts]  public  policy
against the acceptance of proxies signed by an orally authorized agent.

     In all cases where a Telephonic Proxy is solicited, the SCC representative
will  ask  you  for  your  full  name,  address,  social  security  or  employer
identification  number,  title  (if you are  authorized  to act on  behalf of an
entity,  such as a corporation),  and number of shares owned. If the information
solicited agrees with the information  provided to SCC by the Fund, then the SCC
representative will explain the process,  read the proposals listed on the proxy
card and ask for your  instructions  on each proposal.  The SCC  representative,
although he or she will answer  questions about the process,  will not recommend
to  the  shareholder  how  he or  she  should  vote,  other  than  to  read  any
recommendations set forth in the proxy statement. Within 72 hours, SCC will send
you a letter  or  mailgram  to  confirm  your  vote and  asking  you to call SCC
immediately   if  your   instructions   are  not  correctly   reflected  in  the
confirmation.

     If you wish to participate in the meeting of Shareholders,  but do not wish
to give your proxy by telephone,  you may still submit the proxy card originally
sent with your proxy statement or attend in person.  Replacement proxy cards may
be obtained by calling 1-800- - . Any proxy given by you,  whether in writing or
by telephone, is revocable.