<PAGE>
DEBT STRATEGIES FUND II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Terry K. Glenn, Donald C. Burke and
Bradley J. Lucido as proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote, as designated below,
all of the shares of common stock of Debt Strategies Fund II, Inc. (the "Fund"),
held of record by the undersigned on June 27, 2000 at the Annual Meeting of
Stockholders of the Fund to be held on August 23, 2000 or any adjournment
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3.
By signing and dating this card, you authorize the proxies to vote each
proposal as marked, or if not marked, to vote "FOR" each proposal, and to use
their discretion to vote for any other matter as may properly come before the
meeting or any adjournment thereof. If you do not intend to personally attend
the meeting, please complete and return this card at once in the enclosed
envelope.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
persons.
To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-643-3168.
3) Enter the 12-digit control number set forth on the proxy card and follow
the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the proxy card below at hand
2) Go to Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the proxy card and follow the
simple instructions.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK KEEP THIS PORTION
INK AS FOLLOWS: FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DETACH AND RETURN
DATED THIS PORTION ONLY
Please mark boxes [_] or [X] in blue or black ink.
<PAGE>
Vote on Proposal
1. To approve the Agreement and Plan of Merger between the Fund, Debt
Strategies Fund, Inc. and Debt Strategies Fund III, Inc.
FOR [_] AGAINST [_] ABSTAIN [_]
2. ELECTION OF FOR all nominees listed below WITHHOLD AUTHORITY
DIRECTORS (except as marked to the contrary to vote for all nominees
below) [_] listed below [_]
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)
Ronald W. Forbes, Terry K. Glenn, Cynthia A. Montgomery, Charles C. Reilly,
Kevin A. Ryan, Roscoe S. Suddarth, Richard R. West, Arthur Zeikel and Edward D.
Zinbarg.
3. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR [_] AGAINST [_] ABSTAIN [_]
4. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
Please sign exactly as name appears
hereon. When stock is held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: , 2000
--------------------------
X
--------------------------------------
Signature
X
--------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
DEBT STRATEGIES FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Terry K. Glenn, Donald C. Burke and
Bradley J. Lucido as proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote, as designated below,
all of the shares of common stock of Debt Strategies Fund, Inc. (the "Fund"),
held of record by the undersigned on June 27, 2000 at the Annual Meeting of
Stockholders of the Fund to be held on August 23, 2000 or any adjournment
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3.
By signing and dating this card, you authorize the proxies to vote each
proposal as marked, or if not marked, to vote "FOR" each proposal, and to use
their discretion to vote for any other matter as may properly come before the
meeting or any adjournment thereof. If you do not intend to personally attend
the meeting, please complete and return this card at once in the enclosed
envelope.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
persons.
To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-643-3168.
3) Enter the 12-digit control number set forth on the proxy card and follow
the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the proxy card below at hand
2) Go to Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the proxy card and follow the
simple instructions.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK KEEP THIS PORTION
INK AS FOLLOWS: FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DETACH AND RETURN
DATED THIS PORTION ONLY
Please mark boxes [_] or [X] in blue or black ink.
<PAGE>
Vote on Proposal
1. To approve the Agreement and Plan of Merger between the Fund, Debt
Strategies Fund II, Inc. and Debt Strategies Fund III, Inc.
FOR [_] AGAINST [_] ABSTAIN [_]
2. ELECTION OF FOR all nominees listed below WITHHOLD AUTHORITY
DIRECTORS (except as marked to the contrary to vote for all nominees
below) [_] listed below [_]
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)
Ronald W. Forbes, Terry K. Glenn, Cynthia A. Montgomery, Charles C. Reilly,
Kevin A. Ryan, Roscoe S. Suddarth, Richard R. West, Arthur Zeikel and Edward D.
Zinbarg.
3. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR [_] AGAINST [_] ABSTAIN [_]
4. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
Please sign exactly as name appears
hereon. When stock is held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: , 2000
--------------------------
X
--------------------------------------
Signature
X
--------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
DEBT STRATEGIES FUND III, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Terry K. Glenn, Donald C. Burke and
Bradley J. Lucido as proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote, as designated below,
all of the shares of common stock of Debt Strategies Fund III, Inc. (the
"Fund"), held of record by the undersigned on June 27, 2000 at the Annual
Meeting of Stockholders of the Fund to be held on August 23, 2000 or any
adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3.
By signing and dating this card, you authorize the proxies to vote each
proposal as marked, or if not marked, to vote "FOR" each proposal, and to use
their discretion to vote for any other matter as may properly come before the
meeting or any adjournment thereof. If you do not intend to personally attend
the meeting, please complete and return this card at once in the enclosed
envelope.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
persons.
To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-643-3168.
3) Enter the 12-digit control number set forth on the proxy card and follow
the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the proxy card below at hand
2) Go to Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the proxy card and follow the
simple instructions.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK KEEP THIS PORTION
INK AS FOLLOWS: FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DETACH AND RETURN
DATED THIS PORTION ONLY
Please mark boxes [_] or [X] in blue or black ink.
<PAGE>
Vote on Proposal
1. To approve the Agreement and Plan of Merger between the Fund, Debt
Strategies Fund, Inc. and Debt Strategies Fund II, Inc.
FOR [_] AGAINST [_] ABSTAIN [_]
2. ELECTION OF FOR all nominees listed below WITHHOLD AUTHORITY
DIRECTORS (except as marked to the contrary to vote for all nominees
below) [_] listed below [_]
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)
Ronald W. Forbes, Terry K. Glenn, Cynthia A. Montgomery, Charles C. Reilly,
Kevin A. Ryan, Roscoe S. Suddarth, Richard R. West, Arthur Zeikel and Edward D.
Zinbarg.
3. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR [_] AGAINST [_] ABSTAIN [_]
4. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
Please sign exactly as name appears
hereon. When stock is held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: , 2000
--------------------------
X
--------------------------------------
Signature
X
--------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
