SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO._____________)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ]Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or rule 14a-12
VONTOBEL FUNDS, INC.
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(Name of Registrant as Specified in its Charter)
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(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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions 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:
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VONTOBEL FUNDS, INC.
1500 FOREST AVENUE, SUITE 223
RICHMOND, VIRGINIA 23229
(800) 527-9500
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF THE
VONTOBEL GREATER EUROPEAN BOND FUND
TO BE HELD ____________________, 2000
To Our Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of VONTOBEL
GREATER EUROPEAN BOND FUND series (the "Fund") of VONTOBEL FUNDS, INC. (the
"Company"), will be held at ____________a[p].m. Eastern Time, on
_________________, 2000, at the offices of the Company, 1500 Forest Avenue,
Suite 223, Richmond, Virginia 23229, for the following purposes:
1. To approve or disapprove the liquidation and termination of the Fund
pursuant to the Plan of Liquidation attached to the accompanying
Proxy Statement as EXHIBIT A.
2. To consider and act upon any other business as may properly come before
the meeting or any adjournment thereof.
Shareholders of record at the close of business on _______________, 2000
are entitled to notice of and to vote at the meeting or any adjournment thereof.
IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING. WHETHER OR
NOT YOU EXPECT TO BE PRESENT, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN
THE ENCLOSED PROXY(S) IN THE ENCLOSED SELF-ADDRESSED, PREPAID ENVELOPE. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING YOUR PROXY(S) PROMPTLY.
<PAGE>
Dated: ___________________, 2000
VONTOBEL FUNDS, INC.
1500 FOREST AVENUE, SUITE 223
RICHMOND, VIRGINIA 23229
(800) 527-9500
This statement is furnished in connection with the solicitation by the Board of
Directors of VONTOBEL FUNDS, INC. (the "Company") of proxies to be voted at the
Special Meeting of Shareholders of the VONTOBEL GREATER EUROPEAN BOND FUND
series (the "Fund") to be held at ________a[p].m., Eastern Time, on
______________, 2000, at the offices of the Company, 1500 Forest Avenue, Suite
223, Richmond, Virginia 23229, for the purposes set forth in the accompanying
Notice of Special Meeting. It is expected that this Proxy Statement and the
accompanying Notice of Special Meeting will be first mailed to shareholders on
or about __________________, 2000.
If the accompanying form(s) of proxy is executed properly and returned, shares
represented by it will be voted at the meeting in accordance with the
instructions thereon. However, if no instructions are specified, shares will be
voted FOR the Plan of Liquidation and according to the best judgement of the
proxy holders on all other matters. A proxy may be revoked at any time prior to
the time it is voted by written notice to the Secretary of the Fund at the
address shown above, by submission of a subsequent proxy or by attendance at the
meeting and voting in person.
In order to be approved by shareholders, the Plan of Liquidation must be
approved by the holders of a majority of the outstanding shares of the Fund,
defined in the Investment Company Act of 1940, as amended, (the "1940 Act") as
the lesser of (i) 67% of such shares present at the meeting if holders of more
than 50% of the outstanding shares are present in person or by proxy, or (ii)
more than 50% of the outstanding shares. A proxy may indicate that all or a
portion of the shares represented thereby are not being voted with respect to a
specific proposal. This could occur, for example, when a broker is not permitted
to vote shares held in street name on certain proposals in the absence of
instructions from the beneficial owner. Shares that are not voted with respect
to a specific proposal will be considered as not present and entitled to vote on
such proposal, even though such shares will be considered present for purposes
of determining a quorum and voting on other proposals. Abstention on a specific
proposal will be considered as present, but not as voting in favor of such
proposal. Because the proposal to approve or disapprove the Plan of Liquidation
requires the affirmative vote of a specified percentage of shares, both the
non-voting of shares and abstentions on that proposal will have the effect of
votes against that proposal.
At the close of business on the record date, __________________, 2000, there
were _______________ shares of the Fund outstanding, each of which shares will
be entitled to one vote at the meeting.
The cost of this solicitation will be borne by the Fund. The solicitation will
be largely by mail but may include, without cost to the Company, telephonic or
oral communications by regular employees of the Adviser and by Commonwealth
Shareholder Services, Inc., the Fund's Administrator.
THE PROPOSED LIQUIDATION
At a meeting held on May 25, 2000, the Board of Directors (the
"Directors") of the Company unanimously determined that it is in the best
interest of the Company and the Fund's shareholders to liquidate and terminate
the Fund as promptly as practicable. At that meeting, the Directors unanimously
adopted the Plan of Liquidation attached to this Proxy Statement as EXHIBIT A
(the "Plan" or "Plan of Liquidation"). As described below, the Directors'
decision is based primarily on the small size of the Fund and the effects of
that size on the expenses of operating the Fund relative to its income.
As described in more detail below, the Plan generally provides that, promptly
upon shareholder approval of the Plan, (i) the Fund will proceed to sell or
otherwise dispose of all of the assets of the Fund, (ii) the Fund will pay or
otherwise provide for the payment of all charges, taxes, expenses and other
liabilities and obligations of the Fund, and (iii) the proceeds of the sale or
other disposition of such assets remaining after paying or providing for all of
such liabilities and obligations will be distributed to the shareholders of the
Fund in proportion to the number of shares of the Fund held by them, in one or
more payments, all at such times and in such manner as the Directors consider
appropriate.
If approved at the meeting, it is anticipated that the liquidation will be
completed and the liquidating distribution(s) will be paid during
______________. However, the exact date(s) of the liquidating distribution(s)
will depend on the time required to liquidate the Fund's assets.
In order to be approved by shareholders, the Plan must be approved by the
holders of a majority of the outstanding shares of the Fund, defined in the 1940
Act as the lesser of (i) 67% of such shares present at the meeting if holders of
more than 50% of the outstanding shares are present in person or by proxy, or
(ii) more than 50% of the outstanding shares. If the Plan is not approved by
shareholders, the Trustees will consider what action, if any, should be taken in
the interests of the Fund's shareholders, including calling another special
shareholders' meeting to reconsider the Plan or another plan of liquidation,
continued suspension of sales of Fund shares or other possible alternatives.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE PLAN OF LIQUIDATION.
RIGHT OF REDEMPTION PENDING LIQUIDATION
Neither the adoption of the Plan by the Directors or shareholders, nor any of
the transactions contemplated by the Plan, will affect a shareholder's right to
redeem shares. The Fund will continue to honor all redemption requests in
accordance with its current Prospectus. Accordingly, shareholders are not
required to wait for the Plan to be approved or for the Fund to be liquidated to
redeem their shares.
However, the Fund will not accept any additional investments in the Fund from
new or existing shareholders. Shares will be issued for the reinvestment of
dividends and capital gains distributions on outstanding shares.
BACKGROUND AND REASONS FOR THE LIQUIDATION
The recommendation of the Board that the shareholders approve the liquidation of
the assets of the Fund, and the termination of the Fund's business, is based
primarily on the small size of the Fund, and the effect of this small size on
both the investment approach of the Fund and the expenses of operating the Fund
relative to its income. The Board has concluded that the size of the Fund will
make it difficult to achieve the desired investment returns for shareholders
due, in part, to the proportionally higher expenses of operating a small Fund,
and the impact of the small size on the investment choices available to the
Fund.
The Fund's expenses include many costs incurred regardless of the size of the
Fund, such as the cost of maintaining the Fund's status as an open-end
investment company, the cost of complying with SEC and state reporting
requirements, auditing and legal fees, directors fees, and many other fixed
costs incurred regardless of the number of shareholders or the size of the Fund.
Although the Fund presently is the beneficiary of an expense limitation
agreement with its adviser that provides limits for the expense ratio of the
Fund, there can be no assurance that the adviser will continue that agreement
indefinitely.
The adviser has also expressed concern to the Board that the small size of the
Fund necessarily limits the alternatives available to the adviser in managing
the Fund's portfolio of investments, including the impact of limiting the Fund's
access to desirable securities. Finally, certain investment costs, such as
brokerage commissions, are not subject to the expense limitation provision, and
can reduce the investment advantage of the Fund.
The Board considered the opportunity to expand the Fund and increase its asset
base. Given the present market for investments both in the U.S. and in the
countries in which the Fund seeks its investments, the Fund has been advised by
the adviser that significant growth of the Fund is not likely to occur in the
near future. In the light of these factors, the Board has concluded that the
liquidation of the Fund would provide shareholders with an opportunity to seek
more favorable investment opportunities. After considering the alternatives
available to the Fund, including the merger of the Fund with another investment
company, the Board has concluded that the closing of the Fund will provide
shareholders with the best alternative.
PLAN OF LIQUIDATION
The following is a summary of the material features of the Plan of Liquidation
and does not purport to be complete. A copy of the complete Plan is attached to
this Proxy Statement as EXHIBIT A.
The Plan provides that following shareholder approval of the Plan, the Fund will
cease to conduct business except for the purpose of winding up its affairs and
otherwise carrying out the terms of the Plan. The Fund will proceed to sell or
otherwise dispose of all of the assets of the Fund, at such times and in such
manner as the Directors of the Fund consider appropriate. The Adviser will
supervise and manage the sale of the Fund's portfolio securities.
The Fund will also pay or otherwise provide for the payment of all charges,
taxes, expenses and other liabilities and obligations of the Fund, at such times
and in such manner as the Directors of the Fund consider appropriate.
Pursuant to the Plan, upon the liquidation of the Fund's assets as described
above, the proceeds of the sale or other disposition of such assets remaining
after paying or providing for all of its charges, taxes, expenses and other
liabilities and obligations, will be distributed to the shareholders of the Fund
in proportion to the number of shares of the Fund held by them and recorded on
the books of the Fund in one or more payments, all at such times and in such
manner as the Directors of the Fund consider appropriate.
The Plan provides that all expenses of carrying out the Plan will be borne by
the Fund, whether or not the liquidation is effected. The Plan authorizes the
Directors to establish reserves, as they deem appropriate, to provide for the
payment of such expenses and to meet any other liabilities and obligations of
the Fund, and all amounts in such reserves will be deducted from the net assets
of the Fund distributable to shareholders. At its June 4, 2000 meeting, the
Directors established a reserve in the amount of $50,000, which is estimated
to cover the legal, accounting, printing and other expenses associated with the
liquidation and the related shareholders' meeting. This reserve was charged
against the net assets of the Fund on June 5, 2000. The Directors determined
that this reserve was in the best interests of the Fund's shareholders because
it resulted in those expenses being allocated proportionately among all
shareholders as of that date.
Pursuant to the Plan, the Fund will make all filings with, and obtain all
approvals of, governmental authorities as may be required in connection with the
Plan or the termination of the Fund generally including, without limitation, the
U. S. Securities and Exchange Commission and the State of Maryland or any agency
thereof. As soon as practicable after the final liquidating distribution, the
Directors of the Fund will close the books of the Fund and prepare and file all
required income tax returns and other documents. Thereafter, no shareholder will
have any interest whatsoever in the Fund.
The Directors may amend or terminate the Plan at any time, before or after
shareholder approval, if they determine that such action would be advisable and
in the best interest of the Fund and the Fund's shareholders.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
THE PAYMENT OF LIQUIDATING DISTRIBUTIONS TO SHAREHOLDERS WILL BE A TAXABLE
EVENT. BECAUSE THE INCOME TAX CONSEQUENCES FOR A PARTICULAR SHAREHOLDER MAY VARY
DEPENDING ON INDIVIDUAL CIRCUMSTANCES, EACH SHAREHOLDER IS URGED TO CONSULT THE
SHAREHOLDER'S OWN TAX ADVISER CONCERNING THE FEDERAL, STATE AND LOCAL TAX
CONSEQUENCES OF RECEIPT OF A LIQUIDATING DISTRIBUTION.
The following discussion is a summary of the material United States Federal
Income Tax consequences of the proposed liquidation to certain shareholders and
does not purport to be a complete analysis or listing of all potential tax
considerations or consequences relevant to a decision whether to vote in favor
of the liquidation. The discussion does not address all aspects of federal
income taxation that may apply to shareholders in light of the status or
personal investment circumstances, nor does it address the federal income tax
consequences of the liquidation that may apply to shareholders subject to
special federal income tax treatment, including corporation, trusts, estates,
tax-exempt organizations, non-resident aliens or dealers in securities. In
addition, the discussion does not address the effect of any applicable state,
local or foreign tax laws. The discussion assumes that shares are held as
capital assets within the meaning of Section 1221 of the Internal Revenue Code
of 1986, as amended (the "Code").
As discussed above, pursuant to the Plan, the Fund will sell its assets and
distribute the proceeds to its shareholders. The Fund currently qualifies, and
intends to continue to qualify through the end of the liquidation period, for
treatment as a regulated investment company under the Code, so that it will not
be taxed on any of its net income from the sale of its assets.
However, the payment of liquidating distributions to shareholders will be a
taxable event. A liquidating distribution, to the extent it is composed of net
investment company taxable income and capital gains net income, if any, will be
taxable to the shareholders as ordinary income or as capital gains income,
respectively. Each shareholder will be viewed as having sold its Fund shares for
an amount equal to the liquidating distribution(s) he or she receives. Each
shareholder will recognize a gain or loss in an amount equal to the difference
between the shareholders' adjusted tax basis in the Fund shares, and the
aggregate liquidating distribution(s) received by such shareholder. The gain or
loss will be a capital gain or loss to the shareholder if the Fund shares were
capital assets in the shareholder's hands. If the shares have been held for more
than twelve months, the gain or loss will constitute long-term capital gain or
loss. For shares held one year or less, the gain or loss will constitute a
short-term capital gain or loss. To the extent that any portion of the
liquidating distribution is paid from the Fund's current or accumulated earnings
and profits, the distribution will be taxable to shareholders as an ordinary
income dividend or, if paid from net capital gains, a capital gain dividend.
Shareholders will be notified of their respective shares of ordinary and capital
gain dividends for the Fund's final fiscal year in normal tax-reporting fashion.
Amounts included in income as dividends will increase a shareholder's adjusted
tax basis in the shareholder's shares for purposes of computing a gain or loss
on the receipt of the liquidating distribution.
The Fund generally will be required to withhold tax at the rate of 31% with
respect to any liquidating distribution paid to individuals and certain other
non-corporate shareholders who have not previously certified to the Fund that
their social security number or taxpayer identification number provided to the
Fund is correct and that the shareholder is not subject to backup withholding.
IRA ACCOUNTS. The receipt of a liquidating distribution by an IRA that holds
shares of the Fund generally would not be viewed as a taxable event to the
owner. However, some IRAs that hold shares may have been established with
custodians who do not have the power to reinvest the liquidating distribution,
but instead must immediately distribute such amounts to the IRA owner. In this
situation, the distribution would be taxable to the owner for federal income tax
purposes and, if the owner has not attained the age of 59-1/2, would also be
subject to an additional 10% early withdrawal penalty tax. However, in that
circumstance, the owner may be able to avoid a taxable event by either (i)
transferring the IRA account balance before it is distributed directly to
another IRA custodian or trustee, or (ii) rolling over the distribution within
60 days after the date of the distribution to another IRA. An IRA may be rolled
over only once in any one-year period. Therefore, a rollover will not be an
available alternative if the IRA was rolled over at any time within the one-year
period preceding the date of the distribution. IRA shareholders who do not wish
to roll over their liquidating distributions, or who have rolled over their IRA
during the previous year, may contact the Fund's shareholder servicing agent,
Fund Services, Inc., at (800) 628-4077, to make other arrangements for the
transfer of their IRA. There are many rules governing IRAs and the transfer and
rollover of IRA assets. In addition, tax results may vary depending on the
status of the IRA owner. Therefore, owners of IRAs should consult with their own
tax advisers concerning the consequences of the liquidating distribution.
Again, the foregoing summary is generally limited to the material federal income
tax consequences to shareholders who are individual United States citizens and
who hold shares as capital assets. It does not address the federal income tax
consequences to shareholders who are, for example, corporations, trusts,
estates, tax-exempt organizations, non-resident aliens or dealers in securities.
This summary does not address state or local tax consequences. Shareholders are
urged to consult their own tax advisers to determine the extent of the federal
income tax liability they would incur as a result of receiving a liquidating
distribution, as well as any tax consequences under any applicable state, local
or foreign laws.
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides certain information as of ____________________, the
record date for the meeting, with respect to those persons known to the Fund to
be the owners of more than 5% of the outstanding shares of the Fund:
NUMBER OF PERCENT OF
NAME AND ADDRESS SHARES SHARES
---------------- ------ ------
Bank J. Vontobel & Co. Ltd. 480,523.030 75.419%
Bahnhofsrasse #3
CH-8022 Zurich
Switzerland
Bank J Vontobel FBO 43,347.922 6.803%
Ingelborg Palenzona
Bahnhofstrasse #3
CH-8022 Zurich
Switzerland
INFORMATION ABOUT THE COMPANY
The Company was organized as a Maryland corporation on October 28, 1983. The
Company is an open-end, management investment company (commonly known as a
"mutual Fund"), registered under the Investment Company Act of 1940, as amended
(the "1940 Act"). The Vontobel Greater European Bond Fund (the "Fund") is a
separate series of the Company. The Company, the Fund and its business are
described in its Prospectus and Statement of Additional Information, and in its
most recent annual and semi-annual reports. A copy of the Fund's Annual Report
for the fiscal year ended December 31, 1999 was mailed to shareholders on or
about February 28, 2000.
COPIES OF THE FUND'S MOST RECENT ANNUAL REPORT, AND THE MOST RECENT SEMI-ANNUAL
REPORT SUCCEEDING THE ANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY CONTACTING
THE COMPANY AT 1500 FOREST AVENUE, SUITE 223, RICHMOND, VIRGINIA 23229 OR BY
CALLING (800) 527-9500.
At the close of business on June 2, 2000, the date preceding the public
announcement of the proposed liquidation, the Fund's net assets were
$_________________, and its net asset value per share was $_________________.
The Company and Fund are not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated by any governmental authorities.
MANAGEMENT
The Fund's investment adviser is Vontobel USA Inc., 450 Park Avenue, New
York, New York 10022. The Fund's transfer agent is Fund Services, Inc.; its
custodian is Brown Brothers Harriman and Co; its administrator is
Commonwealth Shareholder Services, Inc.; and its distributor is Vontobel Fund
Distributors, a division of First Dominion Capital Corp.
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 properly
arise, including any question as to an adjournment of the meeting, the persons
names in the enclose form of proxy will vote thereon according to their best
judgment in the interest of the Fund.
SHAREHOLDER PROPOSALS
The Company does not hold annual or regular meetings of shareholders. A
shareholder proposal intended to be presented at any subsequent meeting of the
shareholders of the Company must be received by the Company a reasonable time
before the Directors makes the solicitation relating to such meeting in order to
be included in the Company's proxy statement and forms of proxy relating to that
meeting.
<PAGE>
EXHIBIT A
PLAN OF LIQUIDATION
THIS PLAN OF LIQUIDATION (the "Plan") is adopted by the Board of Directors of
Vontobel Funds, Inc., a Maryland corporation (the "Company"), and provides for
the complete liquidation and termination of the Vontobel Greater European Bond
Fund series (the "Fund").
1. SHAREHOLDER APPROVAL
This Plan shall be submitted for approval by the shareholders of the Fund,
at a special meeting of shareholder to be called and held for such
purpose.
2. TERMINATION OF BUSINESS OPERATIONS.
Following shareholder approval of this Plan, the Fund shall cease to
conduct business except for the purpose of winding up its affairs and
otherwise carrying out the terms of this Plan. The liquidation of the Fund
contemplated hereby shall be completed as soon as practicable after the
date of such approval.
3. LIQUIDATION OF ASSETS
As soon as practicable after shareholder approval of this Plan, the Fund
shall proceed to sell or otherwise dispose of all of the assets of the
Fund, at such times and in such manner as the Directors of the Fund shall
consider appropriate, in order to reduce the assets of the Fund to
distributable form in cash, securities or other property, or any
combination thereof. The Fund's investment adviser, Vontobel USA Inc. (the
"Adviser"), shall supervise and manage the sale of the Fund's portfolio
securities.
4. PAYMENT OF LIABILITIES.
The Fund shall pay or otherwise provide for the payment of all charges,
taxes, expenses and other liabilities and obligations of the Fund, at such
times and in such manner as the Directors of the Fund shall consider
appropriate.
5. EXPENSES; RESERVES
The expenses of carrying out this Plan shall be borne by the Fund, whether
or not the liquidation contemplated hereby is effected. The Directors of
the Fund may establish reserves, as they deem appropriate, to provide for
the payment of such expenses and to meet any other liabilities and
obligations of the Fund, and all amounts in such reserves shall be
deducted from the net assets of the Fund distributable to shareholders as
provided for herein.
6. DISTRIBUTIONS TO SHAREHOLDERS
Upon the liquidation of the Fund's assets as aforesaid, the proceeds of
the sale or other disposition of such assets remaining after paying or
providing for all of its charges, taxes, expenses and other liabilities
and obligations, shall be distributed to the shareholders of the Fund in
proportion to the number of shares of the Fund held by them and recorded
on the Books of the Fund in one or more payments, all at such times and in
such manner as the Directors of the Fund shall consider appropriate.
7. FILINGS; ETC.
The Fund shall make all such filings, notices and declarations with, and
use all commercially reasonable efforts to obtain all such consents,
approval or authorizations of, all governmental authorities as may be
required in connection with this Plan or the termination of the Fund
generally including, without limitation, the Securities and Exchange
Commission and the State of Maryland or any agency thereof.
8. MISCELLANEOUS
a) The Directors may modify, amend or terminate this Plan and the
transactions contemplated hereby at any time, before or after
shareholder approval, if they determine that such action would be
advisable and in the best interest of the Fund and the shareholders
of the Fund.
b) The Directors of the Fund shall have authority to execute and deliver
on behalf of the Fund any and all such agreements, instruments,
certificates or other documents, make such filings and give such
notices, and take any and all such other actions, as they may deem
necessary or desirable to consummate and make effective the
transactions contemplated by this Plan, and otherwise to implement
the intents and purposes of this Plan (including, without
limitation, the execution and filing of all tax returns, forms and
other documents).
c) This Plan shall be governed and construed in accordance with the laws
of the State of Maryland.
<PAGE>
VONTOBEL GREATER EUROPEAN BOND FUND a series of
VONTOBEL FUNDS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
SPECIAL MEETING OF SHAREHOLDERS
____________________________, 2000
The undersigned hereby revokes all previous proxies for shares and appoints John
Pasco, III and Darryl S. Peay, and each of them proxies of the undersigned, with
full power of substitution, to vote all shares of the Vontobel Greater European
Bond Fund which the undersigned is entitled to vote at the Fund's Special
Meeting of Shareholders to be held at the offices of the Fund, 1500 Forest
Avenue, Richmond, Virginia, at ____a.m. (p.m.) Eastern Time on the _____ day
of____________,2000, including any adjournments thereof, upon such business as
may legally be brought before the Meeting.
PLEASE SIGN AND RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE. NO POSTAGE
REQUIRED IF MAILED IN THE U.S.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED IN
FAVOR OF PROPOSAL NO. 1 AND WITHIN THE DISCRETION OF THE PROXYHOLDERS AS TO ANY
OTHER ITEMS WHICH MAY PROPERLY COME BEFORE THE MEETING.
No. 1. To approve the liquidation and termination of the Vontobel Greater
European Bond Fund pursuant to the Plan of Liquidation.
In their discretion on any other matters that may properly come before
the meeting or any adjournment thereof.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE VOTED FOR THE PLAN OF
LIQUIDATION AND ACCORDING TO THE BEST JUDGMENT OF THE PROXY HOLDERS ON ALL OTHER
MATTERS.
Please sign exactly as name appears below. When shares are held by two or more
persons, all of them should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by a duly authorized officer. If
a partnership, please sign in partnership name by authorized person. Receipt of
Notice of Special Meeting of Shareholders and Proxy Statement is hereby
acknowledged.
----------------------------------------- ----------------------------------
Signature Signature (Joint Owner)
Dated:________________________, 2000
IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING. WHETHER OR
NOT YOU EXPECT TO BE PRESENT, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN
THIS PROXY IN THE ENCLOSED SELF-ADDRESSED, POSTAGE PAID ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN
MAILING THIS PROXY PROMPTLY.
