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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section)240-14a-11(c) or
(section)240-14a-12
Franklin Principal Maturity Trust
(Name of Registrant as Specified In its Charter)
Franklin Principal Maturity Trust
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) 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:
4) Proposed maximum aggregate value of transaction:
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] 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:
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 21, 1995
FRANKLIN PRINCIPAL MATURITY TRUST
To the Shareholders of
Franklin Principal Maturity Trust:
Notice is hereby given that the Annual Meeting of Shareholders
(the "Meeting") of Franklin Principal Maturity Trust (the "Fund")
will be held at the offices of the Fund, 777 Mariners Island
Blvd., San Mateo, California, at 11:30 a.m. Pacific time, on July
21, 1995, for the following purposes:
1. To elect a Board of Trustees of the Fund.
2. To ratify or reject the appointment by the Board of Trustees
of Coopers & Lybrand L.L.P, Certified Public Accountants, as
independent auditors for the Fund, for the fiscal year ending
November 30, 1995.
3. To consider and act upon any other business (none known as
of the date of this notice) as may legally come before the
Meeting or any adjournment thereof.
Pursuant to the Fund's By-Laws, the Board of Trustees has fixed
the close of business on May 5, 1995, as the record date for the
determination of shareholders entitled to notice of and to vote
at the Meeting. Only shareholders of record at that time will be
entitled to vote at the Meeting or any adjournment thereof.
By Order of the Board of
Trustees
DEBORAH R. GATZEK
Secretary
San Mateo, California
Dated: June 6, 1995
PLEASE RETURN YOUR PROXY CARD PROMPTLY
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE
INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY
CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE
PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS
NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID
THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION,
WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
FRANKLIN PRINCIPAL MATURITY TRUST
PROXY STATEMENT
777 MARINERS ISLAND BLVD.
SAN MATEO, CALIFORNIA 94404
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 21, 1995
SOLICITATION, REVOCATION AND VOTING OF PROXIES
The enclosed proxy is solicited by and on behalf of the
management of Franklin Principal Maturity Trust (the "Fund") in
connection with the annual meeting of shareholders to be held on
July 21, 1995 (the "Meeting"). You may revoke your proxy at any
time before it is exercised by delivering a written notice to the
Fund expressly revoking your proxy, by signing and forwarding to
the Fund a later-dated proxy, or by attending the Meeting and
casting your votes in person. The cost of soliciting these
proxies will be borne by the Fund. In addition to solicitations
by mail, some of the officers and employees of the Fund and
Franklin Advisors, Inc. without extra remuneration, may conduct
additional solicitations by telephone, telegraph, and personal
interviews. An outside firm may also be retained to aid in the
solicitation of proxies, the cost of which will be borne by the
Fund. It is expected that this proxy statement will first be
mailed to shareholders on or about June 6, 1995.
The proxyholders will vote all proxies received. It is the
present intention that, absent contrary instructions, the
enclosed proxy will be voted: FOR the election as trustees of the
nominees named hereinafter, but the proxyholders reserve full
discretion to cast votes for other persons in the event any such
nominees are unable to serve; FOR the ratification of the
selection of Coopers & Lybrand L.L.P., Certified Public
Accountants, as independent auditors for the Fund for the fiscal
year ending November 30, 1995; and in the discretion of the
proxyholders upon such other business not now known or determined
as may legally come before the Meeting. Under relevant state law
and the Fund's trust documents, abstentions and broker non-votes
will be included for purposes of determining whether a quorum is
present at the Meeting, but will be treated as votes not cast
and, therefore, will not be counted for purposes of determining
whether matters to be voted upon at the Meeting have been
approved.
VOTING OF SECURITIES
Only shareholders of record at the close of business on May 5,
1995, are entitled to vote at the Meeting or any adjournment
thereof. On that date, the Fund had 20,462,600 shares of
beneficial interest outstanding, with each share being entitled
to one vote.
From time to time, the number of shares held in the "street name"
accounts of various securities dealers for the benefit of their
clients may exceed 5% of the total shares outstanding. To the
Fund's knowledge , there are no other entities holding
beneficially or of record more than 5% of the Fund's outstanding
shares.
PROPOSAL 1: ELECTION OF TRUSTEES
The following persons, who constitute the current Board of
Trustees, have been nominated to be trustees of the Fund, to hold
office until the next annual meeting of shareholders and until
their successors are elected and shall qualify to serve. All of
the nominees have consented to serve as trustees if elected.
However, if any nominee is not available for election at the time
of the Meeting, the proxyholders may vote for any other person in
their discretion or may refrain from electing or voting to elect
anyone to fill the position. The favorable vote of the holders of
a plurality of the shares represented at the meeting, in person
or by proxy, is required to elect the trustees. Trustees who are
"interested persons" of the Fund, as defined in the Investment
Company Act of 1940, as ammended, are designated by an asterisk
(*).
SHARES
BENEFICIALLY
NAME, AGE, ADDRESS,AND FIVE-YEAR LENGTH OF HELD AS OF
BUSINESS EXPERIENCE SERVICE MARCH 31, 1995
Frank H. Abbott, III Trustee since None
Age 74 November 1988
1045 Sansome St.
San Francisco, CA 94111
Trustee
President and Director,Abbott
Corporation (an investment company); and
director, trustee or managing general
partner, as the case may be, of 31 of
the investment companies in the Franklin
Group of Funds.
Harris J. Ashton Trustee since None
Age 62 November 1988
General Host Corporation
Metro Center, 1 Station Place
Stamford, CT 06904-2045
Trustee
President, Chief Executive Officer and
Chairman of the Board, General Host
Corporation (nursery and craft centers);
Director, RBC Holdings Inc. (a bank
holding company) and Bar-S Foods; and
director, trustee or managing general
partner, as the case may be, of 55 of
the investment companies in the Franklin
Templeton Group of Funds.
S. Joseph Fortunato Trustee since None
Age 62 March 1989
Park Avenue at Morris County
P.O. Box 1945
Morristown, NJ 07962-1945
Trustee
Member of the law firm of Pitney,
Hardin, Kipp & Szuch; Director of
General Host Corporation; director,
trustee or managing general partner, as
the case may be, of 57 of the investment
companies in the Franklin Templeton
Group of Funds.
David W. Garbellano Trustee since None
Age 80 November 1988
111 New Montgomery St., #402
San Francisco, CA 94105
Trustee
Private Investor; Assistant
Secretary/Treasurer and Director,
Berkeley Science Corporation (a venture
capital company); and director, trustee
or managing general partner, as the case
may be, of 30 of the investment
companies in the Franklin Group of
Funds.
*Edward B. Jamieson President and None
Age 46 Trustee since
777 Mariners Island Blvd. August 1993
San Mateo, CA 94404
President and Trustee
Senior Vice President and Portfolio
Manager, Franklin Advisers, Inc.; and
officer and/or director or trustee of
five of the investment companies in the
Franklin Group of Funds.
*Charles B. Johnson Chairman of the 1,649.126
Age 62 Board since August
777 Mariners Island Blvd. 1993 and Trustee
San Mateo, CA 94404 since November 1988
Chairman of the Board and Trustee
President and Director, Franklin
Resources, Inc.; Chairman of the Board
and Director, Franklin Advisers, Inc.
and Franklin Templeton Distributors,
Inc.; Director, Franklin/Templeton
Investor Services,Inc. and General Host
Corporation; and officer and/or
director, trustee or managing general
partner, as the case may be, of most
other subsidiaries of Franklin
Resources,Inc. and of 56 of the
investment companies in the Franklin
Templeton Group of Funds.
*Rupert H. Johnson, Jr. Vice President 1,000
Age 54 and Trustee since
777 Mariners Island Blvd. since Novemeber
San Mateo, CA 94404 1988
Vice President and Trustee
Executive Vice President and Director,
Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; President
and Director, Franklin Advisers, Inc.;
Director, Franklin/Templeton Investor
Services, Inc., and officer and/or
director, trustee or managing general
partner, as the case may be, of most
other subsidiaries of Franklin
Resources, Inc. and of 43 of the
investment companies in the Franklin
Templeton Group of Funds.
Frank W. T. LaHaye Trustee since None
Age 66 November 1988
20833 Stevens Creek Blvd.
Suite 102
Cupertino, CA 95014
Trustee
General Partner, Peregrine Associates
and Miller & LaHaye, which are General
Partners of Peregrine Ventures and
Peregrine Ventures II (venture capital
firms); Chairman of the Board and
Director, Quarterdeck Office Systems,
Inc.; Director, FischerImaging
Corporation; and director or trustee, as
the case may be, of 26 of the investment
companies in the Franklin Group of
Funds.
Gordon S. Macklin Trustee since None
Age 67 April 1993
8212 Burning Tree Road
Bethesda, MD 20817
Trustee
Chairman, White River Corporation
(information services); Director, Fund
American Enterprises Holdings, Inc.,
Lockheed Martin Corporation, MCI
Communications Corporation, MedImmune,
Inc. (biotechnology), InfoVest
Corporation (information services), and
Fusion Systems Corporation (industrial
technology); and director, trustee or
managing general partner, as the case
may be, of 52 of the investment
companies in the Franklin Templeton
Group of Funds; formerly Chairman,
Hambrecht and Quist Group; formerly
Director, H&Q Healthcare Investors; and
formerly President, National Association
of Securities Dealers Inc.
On March 31, 1995, the trustees and officers as a group
beneficially owned 2,649.126 or less than 1% of the Fund's
outstanding shares. Charles E. Johnson is the son and nephew,
respectively, of Charles B. Johnson and Rupert H. Johnson, Jr.,
who are brothers. Chauncey Lufkin is the son-in-law and brother-
in-law, respectively, of Charles B. Johnson and Charles E.
Johnson.
Trustees not affiliated with the investment manager
("nonaffiliated trustees") are currently paid fees of $1,200 per
year and $100 per meeting attended. As indicated above, certain
of the Fund's nonaffiliated trustees also serve as directors,
trustees or managing general partners of other investment
companies in the Franklin Group of Funds (Registered Trademark)
and the Templeton Group of Funds (the "Franklin Templeton Group
of Funds"). The following table indicates the total fees paid to
nonaffiliated trustees by the Fund and by other funds in the
Franklin Templeton Group of Funds.
Total Fees Number of
Received Boards in
From Franklin the Franklin
Templeton Templeton
Total fees Group of Group of
Received Funds, Funds on
Name from Fund* including Which Each
the Fund** Serves***
Frank H. Abbott, III $2,500 $176,870 31
Harris J. Ashton 2,400 319,925 55
S. Joseph Fortunato 2,400 336,065 57
David W. Garbellano 2,400 153,300 30
Frank W.T. LaHaye 2,400 150,817 26
Gordon S. Macklin 2,400 303,685 52
*For the fiscal year ended November 30, 1994.
**For the calendar year ended December 31, 1994.
***The number of boards is based on the number of registered
investment companies in the Franklin Templeton Group of Funds and
does not include the total number of series or funds within each
investment company for which the trustees are responsible. The
Franklin Templeton Group of Funds currently includes 61
registered investment companies, consisting of more than 112 U.S.
based mutual funds or series.
Nonaffiliated trustees are also reimbursed for expenses incurred
in connection with attending Board meetings, paid pro rata by all
Franklin Templeton Funds for which they serve as trustees,
directors or managing general partners. No officer or trustee
received any other compensation directly from the Fund. Certain
officers of the Fund are shareholders of Franklin Resources, Inc.
and may be deemed to receive indirect remuneration by virtue of
their participation in the management fees received by Franklin
Advisers, Inc.
During the last fiscal year, there were twelve meetings of the
Board of Trustees. All of the Trustees attended at least 75% of
such meetings. Messrs. Abbott and LaHaye compose the audit
committee of the Board of Trustees with the function of making
recommendations to the full Board with respect to the selection
of Auditors. During the fiscal year ended November 30, 1994, that
committee did not meet. The Fund currently does not have a
standing nominating or compensation committee of the Board of
Trustees.
The executive officers of the Fund other than those listed above
are:
NAME, AGE, ADDRESS AND FIVE-YEAR BUSINESS EXPERIENCE
Harmon E. Burns
Age 50
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1988
Executive Vice President, Secretary and Director, Franklin
Resources, Inc.; Executive Vice President and Director, Franklin
Templeton Distributors, Inc.; Executive Vice President, Franklin
Advisers, Inc.; Director, Franklin/Templeton Investor Services,
Inc.; officer and/or director, as the case may be, of other
subsidiaries of Franklin Resources, Inc.; and officer and/or
director or trustee of 42 of the investment companies of the
Franklin Templeton Group of Funds.
Kenneth V. Domingues
Age 62
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President - Financial Reporting and Accounting Standards
since January 1995
Senior Vice President, Franklin Resources, Inc., Franklin
Advisers, Inc., and Franklin Templeton Distributors, Inc.;
officer and/or director, as the case may be, of other
subsidiaries of Franklin Resources, Inc., and officer and/or
managing general partner, as the case may be, of 37 of the
investment companies in the Franklin Group of Funds.
Martin L. Flanagan
Age 34
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Chief Financial Officer
Senior Vice President, Chief Financial Officer and Treasurer,
Franklin Resources, Inc.; Executive Vice President, Templeton
Worldwide, Inc.; Senior Vice President and Treasurer, Franklin
Advisers, Inc. and Franklin Templeton Distributors, Inc.; Senior
Vice President, Franklin/Templeton Investor Services, Inc.;
officer of most other subsidiaries of Franklin Resources, Inc.;
and officer of 61 of the investment companies in the Franklin
Templeton Group of Funds.
Deborah R. Gatzek
Age 46
777 Mariners Island Blvd.
San Mateo, CA 94404
Secretary since 1988 and Vice President since 1992
Senior Vice President - Legal, Franklin Resources, Inc. and
Franklin Templeton Distributors, Inc.; Vice President, Franklin
Advisers, Inc.; and officer of 37 of the investment companies in
the Franklin Group of Funds.
Charles E. Johnson
Age 38
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1988
Senior Vice President and Director, Franklin Resources, Inc.;
Senior Vice President, Franklin Templeton Distributors, Inc.;
President and Director, Templeton Worldwide Inc. and Franklin
Institutional Services Corporation; and officer and/or director
or trustee, as the case may be, of 24 of the investment companies
of the Franklin Templeton Group of Funds.
Diomedes Loo-Tam
Age 56
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and Principal Accounting Officer since January 1995
Employee of Franklin Advisers, Inc.; and officer of 37 of the
investment companies in the Franklin Group of Funds.
Chauncey Lufkin
Age 37
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since May 1994
Employee of Franklin Advisers, Inc. since 1990. Formerly an
employee of Manufacturers Hanover Trust Co. and Security Pacific
Bank.
Edward V. McVey
Age 57
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1988
Senior Vice President/National Sales Manager, Franklin Templeton
Distributors, Inc.; and officer of 32 of the investment companies
in the Franklin Group of Funds.
R. Martin Wiskemann
Age 68
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1988
Senior Vice President, Portfolio Manager and Director, Franklin
Advisers, Inc.; Senior Vice President, Franklin Management, Inc.;
Vice President, Treasurer and Director, ILA Financial Services,
Inc. and Arizona Life Insurance Company of America; and officer
and/or director, as the case may be, of 20 of the investment
companies in the Franklin Group of Funds.
All officers serve at the pleasure of the Board of Trustees.
Shareholders are entitled to one vote per share. All voting
rights are non-cumulative, which means that the holders of more
than 50% of the shares voting for the election of trustees can
elect 100% of such trustees if they choose to do so, and in such
event, the holders of the remaining shares so voting will not be
able to elect any trustees.
PROPOSAL 2: RATIFICATION OR REJECTION
OF THE SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees is requesting ratification of its selection
of Coopers & Lybrand L.L.P., Certified Public Accountants, as
independent auditors to audit the books and accounts of the Fund
for the fiscal year ending November 30, 1995. The selection of
auditors was approved at a meeting of the Board of Trustees on
November 15, 1994, which approval included the favorable vote of
a majority of the trustees who are not interested persons of the
Fund. A representative of Coopers and Lybrand L.L.P. is not
expected to be present at the Meeting. During the fiscal year
ended November 30, 1994, the auditing services of Coopers &
Lybrand L.L.P. consisted of the rendering of an opinion on the
financial statements of the Fund. The favorable vote of a
majority of the shares represented at the Meeting, in person or
by proxy, is required to ratify the selection of the auditors.
THE BOARD OF TRUSTEES RECOMMENDS YOU VOTE IN FAVOR OF THE
SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT AUDITORS OF
THE FUND FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1995.
PROPOSAL 3: OTHER MATTERS
The Board of Trustees of the Fund does not intend to bring any
matters before the Meeting other than Proposals 1 and 2 described
above and is not aware of any other matters to be brought before
the Meeting or any adjournments thereof by others. If any other
matters properly come before the Meeting, it is intended that the
accompanying proxy may be voted on such matters in accordance
with the best judgment of the persons named in said proxy.
In the event that sufficient votes in favor of the proposals set
forth in the Notice of Annual Meeting of Shareholders are not
received by the date of the Meeting, the proxyholders may propose
one or more adjournments of the Meeting for a period or periods
of not more than 60 days in the aggregate to permit further
solicitation of proxies, even though a quorum is present. Any
such adjournment will require the affirmative vote of a majority
of the votes cast on the questions in person or by proxy at the
session of the Meeting to be adjourned. The costs of any such
additional solicitation and of any adjourned session will be
borne by the Fund.
OTHER INFORMATION
THE MANAGER
Franklin Advisers, Inc. ("Advisers"), 777 Mariners Island Blvd.,
San Mateo, California 94404, serves as the Fund's investment
manager. Advisers is a wholly-owned subsidiary of Franklin
Resources, Inc. ("Resources"), a publicly owned holding company,
the principal shareholders of which are Charles B. Johnson and
Rupert H. Johnson, Jr., who own approximately 20% and 16%,
respectively, of Resources' outstanding shares. Resources is
engaged in various aspects of the financial services industry
through its various subsidiaries. Advisers acts as investment
manager or administrator to 34 U.S. registered investment
companies (112 separate series) with aggregate assets of over $74
billion.
Section 16 of the Securities Exchange Act of 1934, as amended,
requires that directors, certain officers, and persons who own
more than ten percent of the Fund's common stock, as well as the
Fund's investment advisers and certain affiliated persons of
those investment advisers, file with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange reports of
their ownership and changes in ownership of such common stock on
Forms 3, 4 and 5. Such filing persons are required by SEC
regulations to furnish to the Fund copies of all Forms 3, 4 and 5
that they file.
Based upon a review of these filings and certain written
representations from such persons that no other reports were
required to be filed, the Fund believes that, except as noted,
the requirements of Section 16 were met. The Fund notes that a
Form 5 was not filed on a timely basis on behalf of Resources
with respect to the Fund's previous four fiscal years to reflect
the reinvestment of dividends associated with Resources' holding
of the Fund's initial seed capital shares. Resources has not
purchased or sold any additional shares since the Fund commenced
operations.
SHAREHOLDER PROPOSALS
Any shareholder intending to present any proposal for
consideration at the Fund's next annual meeting must, in addition
to meeting other applicable requirements, mail such proposal to
the Fund so that it is received at the Fund's executive offices
not less than 120 days in advance of May 19, 1996.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The Annual Report to Shareholders of the Fund, including
financial statements of the Fund for the fiscal year ended
November 30, 1994, has previously been sent to all shareholders.
This Annual report should be read in conjunction with this Proxy
Statement, but is not part of the proxy soliciting material. UPON
REQUEST, SHAREHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE
ANNUAL REPORT AND MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE
ANNUAL REPORT, IF ANY, BY WRITING THE FUND AT THE ADDRESS ABOVE
OR CALLING THE FUND AT 1-800/DIAL BEN.
Respectfully Submitted,
DEBORAH R. GATZEK
Secretary
Dated: June 6, 1995
San Mateo, California
SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE
REQUESTED TO FILL IN, DATE AND SIGN THE PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED PREPAID ENVELOPE.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, GIVE YOUR FULL TITLE AS SUCH. WHERE STOCK IS HELD
JOINTLY, BOTH SIGNATURES ARE REQUIRED.
PROXY
FRANKLIN PRINCIPAL MATURITY TRUST
ANNUAL MEETING OF SHAREHOLDERS - JULY 21, 1995
The undersigned hereby revokes all previous proxies for his
shares and appoints Rupert H. Johnson, Jr., Harmon E. Burns,
Deborah R. Gatzek and Larry L. Greene, and each of them, proxies
of the undersigned with full power of substitution to vote all
shares of Franklin Principal Maturity Trust (the "Fund") which
the undersigned is entitled to vote at the Fund's Annual Meeting
to be held at 777 Mariners Island Blvd., San Mateo, California at
11:30 a.m. Pacific time on the 21st day of July 1995, including
any adjournments thereof, upon the matters set forth below.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
IT WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS
PROXY SHALL BE VOTED IN FAVOR OF EACH LISTED PROPOSAL (INCLUDING
ALL NOMINEES FOR TRUSTEES) AND WITHIN THE DISCRETION OF THE
PROXYHOLDERS AS TO ITEM 3.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SIDE
X PLEASE MARK VOTES AS IN THIS EXAMPLE.
1. Election of Trustees
NOMINEES: Frank H. Abbott, III, Harris J. Ashton, S. Joseph
Fortunato, David W. Garbellano, Edward B. Jamieson, Charles B.
Johnson, Rupert H. Johnson, Jr., Frank W.T. LaHaye, Gordon S.
Macklin
FOR WITHHOLD AUTHORITY
ALL NOMINEES TO VOTE FOR ALL
LISTED ABOVE NOMINEES LISTED ABOve
______________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Ratification of the selection of Coopers & Lybrand L.L.P.,
Certified Public Accountants, as the independent auditors for the
Fund for the fiscal year ending November 30, 1995.
GRANT WITHHOLD
3. To vote upon any other business which may legally come before
the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
Note: please sign exactly as your name appears on the proxy. If
signing for estates, trusts or corporations, title or capacity
should be stated. If shares are held jointly, each holder must
sign.
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO
POSTAGE REQUIRED IF MAILED IN THE U.S.
Signature:________________________ Date:____________
Signature:________________________ Date:____________