MERRILL LYNCH CONVERTIBLE 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, Robert Harris and Ira P.
Shapiro 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 Merrill Lynch Convertible Fund, Inc., ("the Fund")
held of record by the undersigned on July 17, 2000 at a Special Meeting of
Stockholders of the Fund to be held on September 13, 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" PROPOSAL 1.
By signing and dating this card, you authorize the proxies to vote the
proposal as marked, or if not marked, to vote "FOR" the 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 an 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, MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION
FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED: DETACH AND RETURN
THIS PORTION ONLY
Vote on Proposal
1. To approve the Agreement and Plan of Reorganization between Merrill Lynch
Capital Fund, Inc. and Merrill Lynch Convertible Fund, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
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Signature (PLEASE SIGN DATE Signature (PLEASE SIGN DATE
WITHIN BOX) WITHIN BOX)
