THE TOWN AND COUNTRY TRUST

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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Notice is hereby given that the Annual Meeting of Shareholders of The Town and Country Trust will be held at The Center Club, 100 Light Street,
Baltimore, Maryland on Thursday, May 4, 2000 at 11:00 A.M., local time, for the purpose of considering and acting upon:



Shareholders
of The Town and Country Trust of record at the close of business on March 15, 2000 are entitled to vote at the Annual Meeting and any adjournments thereof.

| |                                  
| | ---------------------------------
| | By order of the Board of Trustees
| | Daniel G. Berick Secretary       

Baltimore,
Maryland
March 24, 2000

Shareholders are requested to complete, date, sign and return the enclosed Proxy in the envelope provided which requires no postage if mailed in the United
States.



## 

March
24, 2000

THE TOWN AND COUNTRY TRUST100 South Charles Street
Baltimore, Maryland 21201

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PROXY STATEMENT

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The accompanying proxy is solicited by the Trustees of The Town and Country Trust (the "Trust") for use at the Annual Meeting of Shareholders
to be held on May 4, 2000 and any adjournments thereof.

Shareholders
of record at the close of business on March 15, 2000 (the record date) will be entitled to vote at the Annual Meeting and any adjournments thereof. At that date
the Trust had issued and outstanding 15,923,836 Common Shares of Beneficial Interest (the "Common Shares"), par value $.01 per Common Share. Each such Common Share is entitled to one vote on
all matters properly coming before the Annual Meeting. At least 7,961,919 Common Shares must be represented at the Annual Meeting in person or by proxy in order to constitute a quorum for the
transaction of business.

This
Proxy Statement and the accompanying form of proxy were first mailed to Shareholders on March 24, 2000.

ELECTION OF TRUSTEES

At this Annual Meeting, five Trustees are to be elected for a term expiring at the 2001 Annual Meeting of Shareholders and until their respective successors
are duly elected and qualified. Unless a Shareholder requests that voting of the proxy be withheld for any one or more of the nominees for Trustee in accordance with the instructions set forth on the
proxy, it presently is intended that Common Shares represented by proxies solicited hereby will be voted for the election as Trustees of the five nominees named in the table below. All nominees have
consented to being named in this Proxy Statement and to serve if elected. Should any nominees subsequently decline or be unable to accept such nomination or to serve as a Trustee, an event which the
Trustees do not now expect, the persons voting the Common Shares represented by proxies solicited hereby may either vote such Shares for a slate of five persons which includes a substitute nominee or
for a reduced number of nominees, as they may deem advisable. For election as a Trustee, a nominee must receive the affirmative vote of a plurality of the Common Shares voted at the Annual Meeting in
person or by proxy. Neither abstentions nor broker non-votes will be counted as votes cast and neither will have any effect on the result of the vote, although both will count toward the determination
of the presence of a quorum.

The
information concerning the nominees set forth in the following table is based in part on information received from the respective nominees and in part on the Trust's records. Each
of the nominees first became a Trustee in connection with the formation of the Trust in 1993.

|Name              |  | Age |  | Position                                                                                                                                
|----------------- |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|Alfred Lerner     |  | 66  |  | Chairman of the Board of the Trust                                                                                                      
|Harvey Schulweis  |  | 59  |  | Chief Executive Officer and President of the Trust                                                                                      
|James H. Berick   |  | 66  |  | Partner, Squire, Sanders & Dempsey L.L.P., attorneys                                                                                    
|H. Grant Hathaway |  | 72  |  | Retired, formerly Vice Chairman, MNC Financial, Inc., bank holding company                                                              
|Milton A. Wolf    |  | 75  |  | President of Milton A. Wolf Investors, investments, and Chairman of Zehman-Wolf Management, Inc., real estate management and development

1



Mr. Lerner
has been the Chairman of the Board of the Trust since its formation in May 1993. In addition, Mr. Lerner served as the Chief Executive Officer of the
Trust from May 1993 until October 1997. Since September 1998, Mr. Lerner has been the Chairman and owner of the Cleveland Browns. Mr. Lerner also has served as the
Chairman of the Board and Chief Executive Officer of MBNA Corporation, a bank holding company, since its inception as a public company in 1991. From 1979 until 1993, Mr. Lerner was the
President of The Town and Country Management Corporation. He is Vice Chairman of the Board of Trustees of Columbia University and President of The Cleveland Clinic Foundation and a member of its Board
of Trustees. He also is a Trustee of New York Presbyterian Hospital and Case Western Reserve University, as well as a member of the Board of Directors of the Marine Corps Law Enforcement Foundation.

Mr. Schulweis
has been the Chief Executive Officer of the Trust since October 1997 and the President of the Trust since its formation in May 1993.
Mr. Schulweis has been the President of Schulweis Realty, Inc., real estate ownership and management, since 1991. He is a Certified Public Accountant and a member of the Executive
Committee of the National Realty Committee and is a past member of the Board of Governors of the Real Estate Board of New York.

Mr. Berick
has been a Trustee of the Trust since its formation in May 1993. Since January 1, 2000, he has been a partner of Squire, Sanders &
Dempsey L.L.P., the successor to Berick, Pearlman & Mills Co., L.P.A., of which Mr. Berick was the Chairman from July 1986 to December 31, 1999. He was the President
and Treasurer of Realty ReFund Trust, a real estate investment trust, from 1990 through January 1998. Mr. Berick is a Director of MBNA Corporation.

Mr. Hathaway,
now retired, has been a Trustee of the Trust since its formation in May 1993. In addition, he served as the Vice Chairman of MNC Financial, Inc.
from 1990 until 1993. He also served as Vice Chairman of Maryland National Bank from 1990 until 1993 and was its President and Chief Executive Officer in 1991. Mr. Hathaway was the President
and Chief Executive Officer of American Security Bank, N.A. in 1991 and the Chairman and Chief Executive Officer of Equitable
Bank, N.A. from 1979 until 1990. Mr. Hathaway also served as the President of Equitable Bancorporation from 1975 until 1990 and as its Chief Executive Officer from 1981 until 1990.
Mr. Hathaway is a member of The Kennedy Krieger Institute Development and Resource Board.

Dr. Wolf
has served as a Trustee of the Trust since its formation in May 1993. In addition, he has served as the President of Milton A. Wolf Investors and as the Chairman of
Zehman-Wolf Management, Inc. since 1980. Dr. Wolf was the United States Ambassador to Austria from 1977 until 1980. From 1981 until 1987, Ambassador Wolf served as a Distinguished
Professorial Lecturer in Economics at Case Western Reserve University. Ambassador Wolf holds a Ph.D in Economics from Case Western Reserve University and holds honorary doctoral degrees from Cleveland
State University and Case Western Reserve University. He is Chairman of the American Austrian Foundation, Vice Chairman of the Council of American Ambassadors and is a member of the Council on Foreign
Relations, the Academy of Political Science and the American Economic Association. Ambassador Wolf serves on the Boards of Trustees of Case Western Reserve University and the Cleveland Clinic
Foundation.

The
Board of Trustees has established an Audit Committee and a Compensation Committee. James H. Berick, H. Grant Hathaway and Milton A. Wolf comprise the Audit Committee and
the Compensation Committee. The Trust does not have a nominating committee. The functions of such committee are performed by the Board of Trustees.

The
Audit Committee has been established to (i) make recommendations to the Trustees concerning the engagement of the Trust's independent public accountants, (ii) review
with the independent public accountants the plans and results of the audit engagement, (iii) approve professional services provided by the independent public accountants, (iv) review the
independence of the independent public accountants, (v) consider the range of audit and non-audit fees, and (vi) review the adequacy of the Trust's internal accounting controls. The
Audit Committee met twice during the fiscal year.

2



The
Compensation Committee is responsible for administering the Trust's Amended and Restated 1993 Long Term Incentive Plan, the Trust's 1997 Long Term Incentive Plan and for reviewing
benefits and executive compensation, including incentive compensation. The Compensation Committee met once during the fiscal year.

The
Board of Trustees held four meetings during the year ended December 31, 1999. All Trustees attended each meeting of the Trustees and of the Committees thereof, except
Dr. Wolf, who did not attend one Board meeting and one Committee meeting held on the same day.

The Board of Trustees recommends a vote FOR each nominee for Trustee.

Certain Related Transactions; Compensation Committee Interlocks and Insider Participation

Michael H. Rosen, the Executive Vice President of the Trust, is indebted to the Trust in connection with the consolidation of certain personal indebtedness, in
the amount of $280,000, as of March 15, 2000. $240,000 of this indebtedness bears interest at a rate comparable to the rate earned on the Trust's invested funds. As of March 15, 2000,
such rate was 5.25%. The balance of the indebtedness does not bear interest; however, the Trust has deferred compensation otherwise due Mr. Rosen in the amount of such balance.

James
H. Berick, a Trustee, is a partner of the law firm of Squire, Sanders & Dempsey L.L.P., (successor to the law firm of Berick, Pearlman & Mills
Co., L.P.A.), general counsel to the Trust. Berick, Pearlman & Mills Co., L.P.A., which was general counsel to the Trust in 1999, received legal fees from the Trust during the
year ended December 31, 1999, in the amount of $525,460.

Involvement in Certain Legal Proceedings

Mr. Schulweis has been both an owner and an investor in a significant number of real estate projects. Of such projects in which Mr. Schulweis or
an affiliate is a general partner, one was sold through foreclosure proceedings in 1996.

Compensation of Trustees

The Trust pays an annual fee of $25,000, plus a fee of $2,500 for each meeting attended, to its Trustees who are not employees of the Trust or any of its
subsidiaries. Trustees who are employees of the Trust are not paid any Trustees' fees. The Trust reimburses the Trustees for travel expenses incurred in connection with their activities on behalf of
the Trust.

Pursuant
to the Amended and Restated 1993 Long Term Incentive Plan (the "1993 Plan") adopted by the Trust, each Trustee who is not otherwise an employee of the Trust or its
subsidiaries or affiliates automatically receives, on each January 2, an annual grant of options to purchase 2,000 Common Shares having an exercise price equal to 100% of the fair market value
of the Common Shares at the date of grant of such option. In addition, each of the Trust's current non-employee Trustees, upon joining the Board, received an initial grant of options to purchase 2,000
Common Shares at an exercise price equal to the initial public offering price of $22.00. Should any additional Trustees be elected in the future, each such Trustee would receive an initial grant of
options to purchase 2,000 Common Shares having an exercise price equal to 100% of the fair market value of the Common Shares as of such date. Future option grants to non-employee Trustees may be made
pursuant to either the 1993 Plan or the 1997 Long Term Incentive Plan (the "1997 Plan"). The provisions of the 1997 Plan in respect of grants of options to non-employee Trustees are identical to the
provisions in respect thereof under the 1993 Plan. However, the 1997 Plan provides that annual option grants to non-employee Trustees under the 1997 Plan shall not duplicate any such grants under the
1993 Plan.

3



REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

This report describes the Trust's executive compensation programs and the basis on which fiscal 1999 compensation determinations were made by the members of
the Compensation Committee in respect of the executive officers of the Trust, including Mr. Schulweis, the Trust's Chief Executive Officer.

The
Trust's compensation program provides annual cash compensation to executive officers that recognizes short-term individual and Trust performance and long-term compensation that
encourages executive officers to focus on the future. The program is designed to reward current performance in proper context with the long-term health of the Trust and to provide for continuity of
management of the Trust's properties, which the Board of Trustees considers to be of critical importance. Annual cash compensation consists of salary and bonus. Long-term incentive programs include
grants of share options and restricted and unrestricted share awards.

The
Compensation Committee approved annual salaries and bonuses for the Trust's executive officers in respect of fiscal 1999. For purposes of comparison, the Compensation Committee
considered salaries and bonuses paid to executive officers of other publicly-held real estate investment trusts. Salaries are based on responsibilities with the Trust, experience, and individual and
Trust performance. Bonuses for executive officers are based on Trust and individual performance. Bonuses for 1999 for executive officers were approved by the Compensation Committee based primarily on
the Trust's performance in 1999 relative to plans, goals and objectives, including financial goals such as growth in funds from operations, management of costs and acquisitions of new properties, and
nonfinancial goals such as tenant satisfaction, employee turnover and management of internal systems and growth.

Mr. Schulweis'
salary and bonus (in the amounts set forth in the Summary Compensation Table, below) were determined in accordance with the above criteria.

To
provide long-term incentives, the Compensation Committee may grant share options and restricted and unrestricted share awards to officers and key employees under either the 1993
Plan or the 1997 Plan. Share options were granted in 1999 under the 1997 Plan at an option price equal to the fair market value of the Trust's Common Shares on the date of grant. These options vest
over a period of three years beginning on the first anniversary of the date of grant and expire ten years after the grant date. No restricted Common Shares were awarded in 1999. However, under both
the 1993 Plan and the 1997 Plan, when restricted Common Shares are granted, the restrictions thereon lapse on termination of the officer's employment due to death, disability, retirement or a change
in control of the Trust. Upon termination of employment for any other reason, all restricted Common Shares as to which the restrictions have not lapsed are forfeited to the Trust. Holders of
restricted Common Shares have all of the rights of holders of Common Shares, including the right to receive dividends and to vote. Mr. Schulweis received a grant of options to acquire
30,000 Common Shares in 1999.



4



COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the compensation paid or to be paid by the Trust or its subsidiaries in respect of services rendered during the Trust's fiscal
year ended December 31, 1999 to the Trust's Chief Executive Officer and each of the Trust's other executive officers.

SUMMARY COMPENSATION TABLE

|                                                                    |  |                |  |     |                         |  |     | Long-Term
Compensation |  |     |            
|------------------------------------------------------------------- |  | -------------- |  | --- | ----------------------- |  | --- | ---------------------- |  | --- | -----------
|
|
|
|Alfred Lerner,
Chairman of the Board                                |  | 1999
1998
1997 |  | $$$ | 200,000
200,000
200,000 |  | $$$ | 0
0
0                  |  | $$$ | 0
0
0      
|Harvey Schulweis,
President, Chief Executive
Officer                |  | 1999
1998
1997 |  | $$$ | 250,000
200,000
200,000 |  | $$$ | 120,000
100,000
0      |  | $$$ | 0
0
756,250
|Michael H. Rosen,
Executive Vice President,
Chief Operating Officer |  | 1999
1998
1997 |  | $$$ | 195,000
175,000
175,000 |  | $$$ | 135,000
95,000
75,000  |  | $$$ | 0
0
94,531 
|Jennifer C. Munch,
Senior Vice President, Treasurer                 |  | 1999
1998
1997 |  | $$$ | 125,000
110,000
110,000 |  | $$$ | 65,000
50,000
50,000   |  | $$$ | 0
0
32,141 
|Alan W. Lasker,
Senior Vice PresidentFinance                       |  | 1999
1998
1997 |  | $$$ | 122,500
115,000
110,000 |  | $$$ | 55,000
35,000
15,000   |  | $$$ | 0
0
272,250

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Stock Options

The following table contains information concerning the grant of stock options during fiscal year 1999 to the named executive officers. In accordance with the
rules of the Securities and Exchange Commission, the table shows the hypothetical gains or "option spreads" that would exist for the respective options. The gains are based on assumed rates of annual
compounded share price appreciation of 5% or 10% from the date the options were granted over the full option term of ten years. No gain to the optionees is possible without an increase in share price
which will benefit all Shareholders proportionately. Regardless of the theoretical value of an option, its ultimate value will depend on the market value of the Common Shares at a future date and that
value will depend on a variety of factors, including the overall condition of the stock market and the Trust's results of operations and financial condition. There can be no assurance that the values
reflected in this table will be achieved.

5



OPTION GRANTS IN LAST FISCAL YEAR

|                  |  |        |  |    |   |   |       |  |          | Potential
Realizable Value
at Assumed
Annual Rates
of Share Price
Appreciation
for Option Term
(4) |   |        
|----------------- |  | ------ |  | -- | - | - | ----- |  | -------- | -------------------------------------------------------------------------------------------------- | - | -------
|
|
|
|
|Alfred Lerner     |  | 0      |  | 0  | % | $ | 0     |  | N/A      |                                                                                                    | $ | 0      
|Harvey Schulweis  |  | 30,000 |  | 30 | % | $ | 15.25 |  | 02/10/09 |                                                                                                    | $ | 287,700
|Michael H. Rosen  |  | 25,000 |  | 25 | % | $ | 15.25 |  | 02/10/09 |                                                                                                    | $ | 239,750
|Jennifer C. Munch |  | 10,000 |  | 10 | % | $ | 15.25 |  | 02/10/09 |                                                                                                    | $ | 95,900 
|Alan W. Lasker    |  | 10,000 |  | 10 | % | $ | 15.25 |  | 02/10/09 |                                                                                                    | $ | 95,900 

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

|Name              |  | Shares
Acquired on
Exercise |  | Value Realized |   | No. of
Securities
Underlying
Unexercised
Options at
Fiscal Year End
Exercisable/Unexercisable |                | Value of
Unexercised
In-the-Money
Options at
Fiscal Year End
Exercisable/Unexercisable
|----------------- |  | --------------------------- |  | -------------- | - | --------------------------------------------------------------------------------------------- | -------------- | --------------------------------------------------------------------------------------
|Alfred Lerner     |  | 0                           |  | $              | 0 |                                                                                               | 0/0            |                                                                                       
|Harvey Schulweis  |  | 0                           |  | $              | 0 |                                                                                               | 126,666/43,334 |                                                                                       
|Michael H. Rosen  |  | 0                           |  | $              | 0 |                                                                                               | 83,333/31,667  |                                                                                       
|Jennifer C. Munch |  | 0                           |  | $              | 0 |                                                                                               | 46,666/13,334  |                                                                                       
|Alan W. Lasker    |  | 0                           |  | $              | 0 |                                                                                               | 20,000/15,000  |                                                                                       

6



## 

PERFORMANCE GRAPH

The following graph compares total Shareholder returns from December 31, 1994 through December 31, 1999 to the Standard & Poor's 500 Stock
Index ("S&P 500") and to the National Association of Real Estate Investment Trusts, Inc.'s Equity REIT Total Return Index ("NAREIT"). The graph assumes that the value of the investment in the
Common Shares and each index was $100 at December 31, 1994 and that all dividends were reinvested. The Shareholder return shown on the following graph is not necessarily indicative of future
performance.

The
following graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934, except to the extent the Trust specifically incorporates this information by reference and otherwise shall not be deemed filed under such Acts.

[GRAPH]

|        |  | December 31,
1994 |     | December 31,
1995 |        | December 31,
1996 |        | December 31,
1997 |        | December 31,
1998 |        | December 31,
1999
|------- |  | ----------------- | --- | ----------------- | ------ | ----------------- | ------ | ----------------- | ------ | ----------------- | ------ | -----------------
|        |  |                   |     |                   |        |                   |        |                   |        |                   |        |                  
|TRUST   |  | $                 | 100 |                   | 102.55 |                   | 129.15 |                   | 171.85 |                   | 168.75 |                  
|NAREIT  |  | $                 | 100 |                   | 115.27 |                   | 155.92 |                   | 187.51 |                   | 154.69 |                  
|S&P 500 |  | $                 | 100 |                   | 137.43 |                   | 168.98 |                   | 225.37 |                   | 289.78 |                  

Retirement Plan

An affiliate of the Trust, The TC Operating Limited Partnership, maintains a contributory defined-contribution 401(k) benefit plan for the benefit of
employees. The 401(k) plan covers substantially
all employees who are twenty and one-half years old with six months or more of service. Discretionary employer contributions may be made to the 401(k) plan for each participant. Participants qualify
for benefits upon reaching the age of sixty-five and early retirees qualify provided they have reached the age of fifty-five and have completed ten years of service. After three years of service,
participants become 20% vested in employer contributions which are based on current compensation levels. From the fourth through the seventh years, vesting increases by 20% each year until full
vesting occurs. For the fiscal year ended December 31, 1999, $7,422 was contributed to the plan accounts of each of Mr. Rosen, Mrs. Munch and Mr. Lasker.
Messrs. Lerner and Schulweis are not participants in the 401(k) plan.

7



OWNERSHIP OF COMMON SHARES OF BENEFICIAL INTEREST

The following table sets forth information as of March 15, 2000 in respect of beneficial ownership of Common Shares by each person known to the Trust to
own 5% or more of its Common Shares, by each Trustee, by each named executive officer and by all Trustees and executive officers as a group.

|Name                                                         |  | Shares
Beneficially
Owned(1)(2)(3)(4) |      | % of
Outstanding
Shares |   | Ownership
of Share
Equivalents(5) |  | Total Shares
and Share
Equivalents/%(6) |  
|------------------------------------------------------------ |  | ------------------------------------- | ---- | ----------------------- | - | --------------------------------- |  | --------------------------------------- | -
|Management                                                   | 
|Alfred Lerner
25875 Science Park Drive
Beachwood, Ohio 44122 |  | 1,000,000                             |      | 6.3                     | % | 2,152,299                         |  | 3,152,299/17.1                          | %
|Harvey Schulweis                                             |  | 386,666                               |      | 2.4                     | % | 215,230                           |  | 601,896/2.9                             | %
|James H. Berick                                              |  | 21,900                                | (7)  | *                       |   |                                  |  |                                        |  
|H. Grant Hathaway                                            |  | 66,000                                |      | *                       |   |                                  |  |                                        |  
|Milton A. Wolf                                               |  | 83,300                                | (8)  | *                       |   |                                  |  |                                        |  
|Michael H. Rosen                                             |  | 216,666                               |      | 1.4                     | % |                                  |  |                                        |  
|Jennifer C. Munch                                            |  | 82,951                                | (9)  | *                       |   |                                  |  |                                        |  
|Alan W. Lasker                                               |  | 48,333                                |      | *                       |   |                                  |  |                                        |  
|All Trustees and Executive Officers as a Group (8 persons)   |  | 1,905,816                             |      | 12.0                    | % |                                   |  |                                         |  
|Other 5% Beneficial Owners                                   | 
|Warren E. Buffet
1440 Kiewit Plaza
Omaha, Nebraska 68131     |  | 1,053,000                             | (10) | 6.6                     | % |                                   |  |                                         |  

---

* Less
than 1% of the Common Shares outstanding

8





SELECTION OF ACCOUNTANTS

The Trustees have selected Ernst & Young LLP as independent accountants for the Trust for the fiscal year ending December 31, 2000.
Ernst & Young LLP were the independent accountants for the Trust for the fiscal year ended December 31, 1999 and are considered by the Trustees to be well qualified.

Representatives
of Ernst & Young LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to be available to
respond to appropriate questions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Trust's officers and Trustees, and persons who own more than 10% of the Common Shares,
to file reports of ownership and changes in ownership of the Common Shares with the Securities and Exchange Commission. Mr. Berick, a Trustee of the Trust, filed his statement of beneficial
ownership on Form 4 reporting a May 1999 transaction by his spouse subsequent to the due date for such filing.

OTHER MATTERS

The Trustees know of no matters to be presented for action at the Annual Meeting other than those described in this Proxy Statement. Should other matters come
before the meeting, the Common Shares represented by proxies solicited hereby will be voted in respect thereof in accordance with the best judgment of the proxy holders.

9



SHAREHOLDER PROPOSALS

If a Shareholder intends to present a proposal in accordance with Rule 14a-8 of the Securities and Exchange Commission at the Annual Meeting of Shareholders
presently scheduled for April 2001, such proposal must be received by the Trust on or before November 18, 2000 in order to be considered for inclusion in the Trust's Proxy Statement and
form of proxy relating to that meeting. If a Shareholder intends to present a proposal outside of the requirements of such Rule at such Annual Meeting, such proposal must be received by the
Trust on or before February 2, 2001.

REVOCATION OF PROXIES

A proxy may be revoked at any time before a vote is taken or the authority granted otherwise is exercised. Revocation may be accomplished by the execution of a
later proxy in respect of the same shares or by giving notice in writing or in open meeting.

SOLICITATION OF PROXIES

The cost of soliciting proxies will be borne by the Trust. The Trust does not expect to pay for the solicitation of proxies, but may pay brokers, nominees,
fiduciaries and custodians their reasonable expenses for sending proxy materials to principals and obtaining their instructions. In addition to solicitation by mail, proxies may be solicited in
person, by telephone or telegraph or by officers, Trustees and regular employees of the Trust.



March 24,
2000

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