<PAGE>
<PAGE>
________________________________________________________________________________
SCHEDULE 14A
(RULE 14a-101)
------------------------
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
------------------------
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by 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 'SS'240.14a-11(c) or 'SS'240.14a-12
DLJ HIGH YIELD BOND FUND
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(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 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(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: ________________________
________________________________________________________________________________
<PAGE>
<PAGE>
DLJ HIGH YIELD BOND FUND
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(888) 649-5711
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 1999
------------------------
To our Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
'Meeting') of DLJ HIGH YIELD BOND FUND (the 'Fund'), will be held on Thursday,
May 20, 1999, at 10:00 a.m., eastern time, at 277 Park Avenue, 24th Floor, New
York, New York. The following proposals will be voted on at the Meeting:
1. To elect five Trustees of the Fund (PROPOSAL NO. 1); and
2. To ratify the selection of Ernst & Young LLP as the Fund's
independent auditors for the fiscal year ending October 31, 1999
(PROPOSAL NO. 2); and
3. To transact such other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
Only shareholders of record at the close of business on March 24, 1999 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.
MARTIN JAFFE
Secretary
Dated: April 1, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO AVOID
THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY. INSTRUCTIONS FOR THE PROPER
EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
<PAGE>
<PAGE>
DLJ HIGH YIELD BOND FUND
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(888) 649-5711
---------------------------------
PROXY STATEMENT
---------------------------------
This Proxy Statement is furnished by the Board of Trustees of DLJ High
Yield Bond Fund (the 'Fund') in connection with its solicitation of proxies for
use at the Annual Meeting of Shareholders (the 'Meeting') to be held on
Thursday, May 20, 1999 at 10:00 a.m., eastern time, at 277 Park Avenue, 24th
Floor, New York, New York. The purpose of the Meeting and the proposals to be
voted on are set forth in the accompanying Notice of Annual Meeting of
Shareholders.
If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. If, however, no instructions are specified, shares
will be voted 'FOR' Proposal Nos. 1 and 2. Should any other matter requiring a
vote of shareholders arise, the persons named in the enclosed proxy will vote
thereon according to their best judgment in the interest of the Fund. A proxy
may be revoked at any time prior to the time it is voted by written notice to
the Secretary of the Fund or by attendance at the Meeting. The Fund's most
recent annual report is available upon request without charge by writing to the
Fund at the address listed above or by calling 1-800-225-8011.
In the event a quorum is not present at the Meeting, the holders of a
majority of the shares present in person or by proxy will have the power to
adjourn the Meeting, without notice other than an announcement at the Meeting,
until the requisite number of shares entitled to vote at such Meeting is
present. In the event a quorum is present at the Meeting but sufficient votes to
approve any of the proposed items are not received, the persons named as proxies
may propose one or more adjournments of such Meeting to permit further
solicitation of proxies. A shareholder vote may be taken on one or more of the
proposals in this proxy statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting in person or by proxy and the persons named as proxies will vote those
proxies which they are entitled to vote 'FOR' or 'AGAINST' any such proposal in
their discretion. Absent the establishment of a subsequent record date and the
giving of notice to the holders of record thereon, the adjourned Meeting will
take place not more than 120 days after the original record date. At such
adjourned Meeting, any business may be transacted which might have been
transacted at the original Meeting.
The close of business on March 24, 1999 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 43,906,601.329 common shares of beneficial
interest outstanding and entitled to vote. Each share will be entitled to one
vote at the Meeting. It is expected that the Notice of Annual Meeting, proxy
statement, and form of proxy will be mailed to shareholders on or about April 1,
1999.
The expense of solicitation will be borne by the Fund and DLJ Investment
Management Corp. (referred to herein as 'DLJIM') and will include reimbursement
to brokerage firms and others for expenses in forwarding proxy solicitation
material to beneficial owners. The solicitation of proxies will be largely by
mail, but may include, without cost to the Fund, telephonic, telegraphic, or
oral communications. If necessary, the solicitation of proxies may include
communications by employees of a proxy solicitation firm to be engaged by the
Fund.
The date of this Proxy Statement is April 1, 1999.
1
<PAGE>
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Each joint owner should sign personally.
3. All Other Accounts: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
- ---------------------------------------------------------- ----------------------------------
<S> <C>
CORPORATE ACCOUNTS
(1) ABC Corp.............................................. ABC Corp.
(2) ABC Corp.............................................. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer..................... John Doe
(4) ABC Corp. Profit Sharing Plan......................... John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust............................................. Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78................... Jane B. Doe
CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA.... John B. Smith
(2) Estate of John B. Smith............................... John B. Smith, Jr., Executor
</TABLE>
2
<PAGE>
<PAGE>
ELECTION OF TRUSTEES
(PROPOSAL NO. 1)
At the Meeting, five Trustees will be elected. Pursuant to the Fund's
Agreement and Declaration of Trust, the terms of office of the Trustees are
staggered. The Board of Trustees is divided into three classes, designated:
Class I, Class II, and Class III. Class I consists of Wilmot H. Kidd, III,
Class II consists of Martin Jaffe and John W. Waller, III, and Class III
consists of G. Moffett Cochran and Robert E. Fischer. All of the Trustees in
each Class are being considered for election at this Meeting. If elected, the
Class I Trustee will hold office for a term of one year and until his successor
is elected and qualified, the Class II Trustees will hold office for a term of
two years and until their successors are elected and qualified and the Class III
Trustees will hold office for a term of three years and until their successors
are elected and qualified. Upon expiration of the term of office of each Class
of Trustees as set forth above, the Trustees of such class shall be elected for
a term expiring on the date of the third annual meeting of shareholders (or
special meeting in lieu thereof) following such expiration to succeed the
Trustee or Trustees whose term or terms of office expire. It is the intention of
the persons named in the accompanying form of proxy to vote, on behalf of the
shareholders, 'FOR' the election of each Trustee.
As nominees for election to the Board, each Trustee has consented to be
named in this Proxy Statement and to serve as Trustee if elected. The Board of
Trustees has no reason to believe that any name of Trustee will become
unavailable for election as a Trustee, but if that should occur before the
Meeting, proxies will be voted for such other persons as the Board of Trustees
may recommend.
The Trustees and Officers of the Fund are listed below, together with their
respective positions, and a brief statement of their principal occupations
during the past five years and, in the case of Trustees, their positions with
certain international organizations and publicly-held companies.
<TABLE>
<CAPTION>
SHARES OF
THE FUND
BENEFICIALLY
FIRST OWNED
BECAME A AS OF
NAME, AGE, POSITION WITH TRUSTEE/ TERM PRINCIPAL OCCUPATIONS AND MARCH 24,
FUND, AND ADDRESS OFFICER EXPIRING OTHER AFFILIATIONS 1999** PERCENT
- -------------------------------- -------- -------- --------------------------------------------------- ------------ --------
<S> <C> <C> <C> <C> <C>
G. Moffett Cochran* 48 1998 2002 Chairman of Donaldson, Lufkin & Jenrette Asset 10,000 ***
Chairman of the Board, Management Group ('DLJAM') with which he has been
President associated since prior to 1993; formerly Senior
277 Park Avenue Vice President with Bessemer Trust Companies.
New York, NY 10172
Robert E. Fischer 68 1998 2002 Partner at the law firm of Wolf, Block, Schorr and 12,500 ***
Trustee Solis-Cohen LLP (or its predecessor firm), since
250 Park Avenue prior to 1993.
Suite 1000
New York, NY 10107
(table continued on next page)
</TABLE>
3
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
(table continued from previous page)
SHARES OF
THE FUND
BENEFICIALLY
FIRST OWNED
BECAME A AS OF
NAME, AGE, POSITION WITH TRUSTEE/ TERM PRINCIPAL OCCUPATIONS AND MARCH 24,
FUND, AND ADDRESS OFFICER EXPIRING OTHER AFFILIATIONS 1999** PERCENT
- -------------------------------- -------- -------- --------------------------------------------------- ------------ --------
<S> <C> <C> <C> <C> <C>
Martin Jaffe* 52 1998 2001 Chief Operating Officer of DLJAM, with which he has 8,000 ***
Trustee, Vice President, been associated since prior to 1993.
Secretary & Treasurer
277 Park Avenue
New York, NY 10172
Wilmot H. Kidd, III 57 1998 2000 President of Central Securities Corporation, since 2,500 ***
Trustee prior to 1993.
375 Park Avenue
New York, NY 10112
John W. Waller, III 47 1998 2001 Chairman of Waller Capital Corporation, an 0 ***
Trustee investment banking firm, since prior to 1993.
Suite 4350, 42nd Floor
30 Rockefeller Plaza
New York, NY 10112
Brian A. Kammerer 41 1998 Associated with DLJAM since prior to 1993. 0 ***
Vice President
277 Park Avenue
New York, NY 10172
Michael A. Snyder 36 1998 Managing Director and Director of High Yield 0 ***
Vice President Investments since October, 1998; formerly
277 Park Avenue Managing Director and head of High Yield
New York, NY 10172 Investments at Bear Stearns Asset Management,
Inc. from June 1997 to September 1998; formerly
associated with Prudential Investments as Vice-
President and High Yield Portfolio Manager from
1993 to June 1997.
Catherine M. Nolan 38 1998 Senior High Yield Credit Analyst with DLJIM since 0 ***
Vice President October 1998; formerly an Associate Director and
277 Park Avenue High Yield Credit Analyst at Bear Stearns Asset
New York, NY 10172 Management, Inc.; formerly Vice President with
The Prudential Insurance Company of America since
prior to 1993.
(table continued on next page)
</TABLE>
4
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
(table continued from previous page)
SHARES OF
THE FUND
BENEFICIALLY
FIRST OWNED
BECAME A AS OF
NAME, AGE, POSITION WITH TRUSTEE/ TERM PRINCIPAL OCCUPATIONS AND MARCH 24,
FUND, AND ADDRESS OFFICER EXPIRING OTHER AFFILIATIONS 1999** PERCENT
- -------------------------------- -------- -------- --------------------------------------------------- ------------ --------
<S> <C> <C> <C> <C> <C>
John L. Lindars 53 1998 Associated with DLJIM since early 1996; formerly 0 ***
Vice President associated with Chemical Bank since prior to
277 Park Avenue 1993.
New York, NY 10172
Vance P. Shaw 38 1998 Senior High Yield Credit Analyst with DLJIM since 1,000 ***
Vice President July 1998; formerly Director of High Yield Bond
277 Park Avenue Research at Scotia Capital Markets from 1995 to
New York, NY 10172 1998; formerly associated with Lehman Brothers,
Inc. since prior to 1993.
All Trustees and Officers as a
group 34,000 ***
------------ --------
--------
</TABLE>
- ------------
* 'Interested' Trustee within the meaning of the Investment Company Act of
1940, as amended (the '1940 Act'). Messrs. Cochran and Jaffe are
'interested' Trustees because of their affiliation with DLJ Investment
Management Corp., which acts as the Fund's investment adviser.
** This information has been furnished by each Trustee and Officer.
*** Less than 1%.
------------------------
There was an organizational meeting, one regular meeting and one special
meeting of the Board of Trustees held during the fiscal year ended October 31,
1998. Each Trustee, except for Mr. Waller, attended each meeting of the Board.
Aggregate fees and expenses paid to the Board of Trustees for the fiscal year
ended October 31, 1998 were $19,000.
The Board of Trustees has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Trustees with respect to the engagement of
independent auditors and reviews with the independent auditors the plan and
results of the audit engagement and matters having a material effect on the
Fund's financial operations. The members of the Audit Committee are Messrs.
Fischer, Kidd and Waller. Each member of the Audit Committee is a
'non-interested' Trustee. The Audit Committee met one time during the fiscal
year ended October 31, 1998. At the present time, the Board of Trustees has no
nominating committee, or other committee performing similar functions. There is
an Executive Committee consisting of Messrs. Cochran and Jaffe. The executive
committee is authorized to act for the entire Board between meetings thereof, to
the extent permitted under the Agreement and Declaration of Trust of the Trust
and applicable law. The Executive Committee met twice and acted by unanimous
written consent on two additional occasions during the fiscal year ended
October 31, 1998.
The following table sets forth certain information regarding the
compensation of the Fund's Trustees and Officers. The Fund currently pays each
of its Trustees who is not an interested trustee,
5
<PAGE>
<PAGE>
officer, or employee of the Fund's investment adviser or any affiliate thereof a
meeting fee of $2,000 plus $1,000 for each meeting of a committee of the Board
attended in person or via telephone and any shareholder meeting attended in
person not held on the same day as a meeting of the Board. Each Trustee is
reimbursed for travel and certain out-of-pocket expenses. No Trustee received
compensation from the Fund in excess of $60,000 for the fiscal year ended
October 31, 1998.
COMPENSATION TABLE
FOR THE
FISCAL YEAR ENDED OCTOBER 31, 1998
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT ESTIMATED
BENEFITS ANNUAL TOTAL
AGGREGATE ACCRUED AS BENEFITS COMPENSATION
COMPENSATION FROM PART OF FUND UPON FROM THE FUND
NAME OF PERSON AND POSITION THE FUND EXPENSES RETIREMENT PAID TO TRUSTEES
- ----------------------------------------------- ----------------- ------------ ---------- ----------------
<S> <C> <C> <C> <C>
G. Moffett Cochran............................. $ 0 0 N/A $ 0
Chairman of the Board
Robert E. Fischer.............................. $ 7,000 0 N/A $7,000
Trustee
Martin Jaffe................................... $ 0 0 N/A $ 0
Trustee
Wilmot H. Kidd, III............................ $ 7,000 0 N/A $7,000
Trustee
John W. Waller, III............................ $ 5,000 0 N/A $5,000
Trustee
Brian Kammerer................................. $ 0 0 N/A $ 0
Vice President
Mark Snyder.................................... $ 0 0 N/A $ 0
Vice President
Catherine Nolan................................ $ 0 0 N/A $ 0
Vice President
John L. Lindars................................ $ 0 0 N/A $ 0
Vice President
Vance P. Shaw.................................. $ 0 0 N/A $ 0
Vice President
</TABLE>
REQUIRED VOTE
In the election of the TRUSTEES of the Fund, the candidates receiving the
highest number of votes cast at the Meeting, if a quorum is present, shall be
elected.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT
YOU VOTE 'FOR' PROPOSAL NO. 1.
6
<PAGE>
<PAGE>
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
(PROPOSAL NO. 2)
A majority of the Trustees who are not 'interested' Trustees of the Fund
(as defined in the 1940 Act) has recommended that shareholders approve Ernst &
Young LLP as independent auditors for the Fund for the fiscal year ending
October 31, 1999. The approval of the independent auditors is to be voted on at
the Meeting and it is intended that the persons named in the accompanying Proxy
Statement will vote 'FOR' ratification of the selection of Ernst & Young LLP. It
is expected that a representative of Ernst & Young LLP will not be present at
the Meeting, but will be available by telephone to answer any questions that may
arise.
The Board's policy regarding engaging independent auditors' services is
that management may engage the Fund's principal independent auditors to provide
any services normally provided by independent accounting firms, provided that
such services meet any and all of the independence requirements of the American
Institute of Certified Public Accountants and the Securities and Exchange
Commission. In accordance with this policy, the Audit Committee reviews and
approves all services provided by the independent auditors prior to their being
rendered. The Board of Trustees also receives a report from its Audit Committee
relating to all services after they have been performed by the Fund's
independent auditors.
REQUIRED VOTE
Ratification of the selection of Ernst & Young LLP as independent auditors
requires the affirmative vote of a majority of the votes cast by holders of
shares of the Fund represented at the meeting if a quorum is present.
THE BOARD OF TRUSTEES, INCLUDING THE 'NON-INTERESTED' TRUSTEES
OF THE FUND, RECOMMENDS THAT YOU VOTE 'FOR' PROPOSAL NO. 2.
ADDITIONAL INFORMATION
INVESTMENT ADVISER AND ADMINISTRATOR
The offices of DLJ Investment Management Corp. are located at 277 Park
Avenue, New York, New York 10172.
First Data Investor Services Group, Inc. located at 3200 Horizon Drive,
King of Prussia, PA 19406, provides administration services to the Fund.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 24, 1999, no shareholder held 5% or more of the Fund's shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Rule 30f-1 under
the 1940 Act require that the Fund's Trustees and Officers, certain persons
affiliated with the Investment Adviser and persons who own more than 10% of a
registered class of the Fund's securities file reports of ownership and changes
of ownership with the Securities and Exchange Commission and to furnish copies
of such reports to the Fund. Each of the following persons untimely filed Form
3, in each case with respect to a single transaction: Donaldson, Lufkin &
Jenrette Securities, Inc., Wood Struthers & Winthrop
7
<PAGE>
<PAGE>
Management Corp., DLJ Investment Management Corp., Donaldson, Lufkin & Jenrette
Securities Corporation, Lars Berkman, Peter Chang, Robert Fischer, Charles
Hughes, Brian Kammerer, Marybeth Leitheid, Stanley Nabi, William Patterson,
Roger Vogel, Marjorie S. White, Linda Bruno, G. Moffett Cochran, Richard Hanlon,
Martin Jaffe, Wilmot H. Kidd, III, John Lindars, Hugh Neuberger, Sharon Spodak,
John W. Waller, III. Additionally, Wilmot H. Kidd, III untimely filed Form 4
with respect to a single transaction.
BROKER NON-VOTES AND ABSTENTIONS
A proxy which is properly executed and returned accompanied by instructions
to withhold authority to vote, represents a broker 'non-vote' (i.e., shares held
by brokers or nominees as to which (i) instructions have not been received from
the beneficial owners or the persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter).
Proxies that reflect abstentions or broker non-votes (collectively,
'abstentions') will be counted as shares that are present and entitled to vote
on the matter for purposes of determining the presence of a quorum. Under
Delaware law, abstentions do not constitute a vote 'for' or 'against' a matter
and will be disregarded in determining the 'votes cast' on an issue. The
election of Trustees (Proposal 1) requires that each successful candidate
receives the highest amount of votes cast at the Meeting; therefore, abstentions
will be disregarded. The ratification of independent auditors (Proposal 2)
requires the affirmative vote of a majority of the votes cast at the Meeting;
therefore, abstentions will be disregarded in determining the vote cast on the
Proposal.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interests of the Fund.
SHAREHOLDER PROPOSALS
A shareholder's proposal intended to be presented at the Fund's Annual
Meeting of Shareholders in 2000 must be received by the Fund on or before
December 25, 1999 in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting.
MARTIN JAFFE
Secretary
Dated: April 1, 1999
Shareholders who do not expect to be present at the Meeting and who wish to
have their shares voted are requested to date and sign the enclosed proxy and
return it in the enclosed envelope. No postage is required if mailed in the
United States.
8
<PAGE>
<PAGE>
APPENDIX A
PROXY CARD
DLJ HIGH YIELD BOND FUND
ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 1999
The undersigned hereby appoints Brain A. Kammerer and Michelle Whalen (the
"Proxies"), and each of them, attorneys and proxies of the undersigned, each
with power of substitution and resubstitution, to attend, vote and act for the
undersigned at the Annual Meeting of Shareholders (the "Meeting") of DLJ High
Yield Bond Fund (the "Fund") to be held at 277 Park Avenue, 24th Floor, New
York, New York at 10:00 a.m., eastern time on Thursday, May 20, 1999, and at
any adjournment(s) thereof. The Proxies shall cast votes according to the
number of shares of the Fund which the undersigned may be entitled to vote
with respect to the proposals set forth below, in accordance with the
specification indicated, if any, and shall have all the powers which the
undersigned would possess if personally present. The undersigned hereby
revokes any prior proxy to vote at the Meeting, and hereby ratifies and
confirms all that said Proxies, or any of them, may lawfully do by virtue
hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS OF THE FUND AND THE PROXY STATEMENT DATED APRIL 1, 1999.
THIS PROXY IS SOLICITED AND PROPOSED BY THE BOARD OF TRUSTEES OF THE FUND,
WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSAL NOS. 1 AND 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTIONS TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED "FOR" PROPOSAL NOS. 1 AND 2.
PROPOSAL NO. 1. ELECTION OF TRUSTEES
<TABLE>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees listed below
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)
<TABLE>
<CAPTION>
Class I Trustee Class II Trustees Class III Trustees
--------------- ----------------- ------------------
<S> <C> <C>
Wilmot H. Kidd, III Martin Jaffe Robert E. Fischer
John W. Waller, III G. Moffett Cochran
</TABLE>
<PAGE>
<PAGE>
PROPOSAL NO. 2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE FUND'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING OCTOBER 31, 1999
<TABLE>
<S> <C> <C>
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
PROPOSAL NO. 3. TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING
<TABLE>
<S> <C> <C>
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
In their discretion, the Proxies, and each of them, are authorized to vote
upon any other business that may properly come before the Meeting, or any
adjournment(s) thereof, including any adjournment(s) necessary to obtain
requisite quorums and/or approvals.
---------------------------------------------------
---------------------------------------------------
Please sign above exactly as your name(s) appear(s)
hereon. If a corporation, please sign in full
corporate name by an authorized officer. If a
partnership, please sign in partnership name by an
authorized person. Each joint owner should sign
personally. Fiduciaries should give full titles as
such.
, 1999
------------------
(Please Date)
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as.............. 'SS'
<PAGE>
