<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
[_] 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 Section 240.14a-11(c) or Section 240.14a-12
APEX MUNICIPAL FUND, INC.
- --------------------------------------------------------------------------------
(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:
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(2) Aggregate number of securities to which transaction applies:
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(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
APEX MUNICIPAL FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
----------------
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 8, 1998
----------------
To The Stockholders of Apex Municipal Fund, Inc.:
Notice is hereby given that the 1998 Annual Meeting of Stockholders (the
"Meeting") of Apex Municipal Fund, Inc. (the "Fund") will be held at the
offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Thursday, October 8, 1998 at 9:00 a.m. for the
following purposes:
(1) To elect two Class III Directors to serve until the 2001 Annual
Meeting of Stockholders;
(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund for its
current fiscal year; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on August 12, 1998 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of
the Fund for any purpose germane to the Meeting during ordinary business hours
from and after September 24, 1998, at the office of the Fund, 800 Scudders
Mill Road, Plainsboro, New Jersey. You are cordially invited to attend the
Meeting. STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE
REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is
being solicited on behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
Patrick D. Sweeney
Secretary
Plainsboro, New Jersey
Dated: August 28, 1998
<PAGE>
PROXY STATEMENT
----------------
APEX MUNICIPAL FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
----------------
1998 ANNUAL MEETING OF STOCKHOLDERS
----------------
OCTOBER 8, 1998
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Apex Municipal Fund, Inc., a
Maryland corporation (the "Fund"), to be voted at the 1998 Annual Meeting of
Stockholders of the Fund (the "Meeting"), to be held at the offices of Merrill
Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill Road, Plainsboro, New
Jersey, on Thursday, October 8, 1998 at 9:45 a.m. The approximate mailing date
of this Proxy Statement is August 31, 1998.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted for the election of the Class III Directors to serve for a three year
term and for the ratification of the selection of independent auditors to
serve for the Fund's current fiscal year. Any proxy may be revoked at any time
prior to the exercise thereof by giving written notice to the Secretary of the
Fund at the Fund's address indicated above or by voting in person at the
Meeting.
The Board of Directors has fixed the close of business on August 12, 1998,
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Meeting and at any adjournment
thereof. Stockholders on the Record Date will be entitled to one vote for each
share held, with no shares having cumulative voting rights. As of the Record
Date, the Fund had outstanding 19,569,551 shares of common stock, par value
$.10 per share ("Common Stock"). To the knowledge of the Fund, as of the
Record Date, no person was the beneficial owner of more than five percent of
its outstanding shares of Common Stock.
The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting that will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
Pursuant to the Articles of Incorporation of the Fund, the Board of
Directors is divided into three classes, designated Class I, Class II and
Class III. Each class has a term of office of three years, and each year the
term of office of one class will expire. A Director elected by stockholders
will serve until the Annual Meeting of Stockholders for the year in which his
term expires and until his successor is elected and qualified.
It is the intention of the persons named in the enclosed proxy to nominate and
vote in favor of the election of Arthur Zeikel and Robert S. Salomon, Jr., the
Class III Directors whose current terms expire at the Meeting. The Board of
Directors of the Fund knows of no reason why the nominees will be unable to
serve, but in the event of any such unavailability, the proxies received will
be voted for such substitute nominees as the Board of Directors may recommend.
Certain information concerning the nominees and the other Directors is set
forth as follows:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
PRINCIPAL OCCUPATIONS BENEFICIALLY
DURING PAST FIVE YEARS DIRECTOR OWNED AT THE
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(/1/) SINCE RECORD DATE
----------------- --- ----------------------------- -------- ------------
Class III Nominees to serve until the 2001 Annual Meeting of Stockholders:
<S> <C> <C> <C> <C>
Arthur Zeikel(/1/)(/3/).......... 66 Chairman of Fund Asset 1992 -0-
P.O. Box 9011 Management, L.P. ("FAM") and
Princeton, New Jersey 08543-9011 MLAM (which terms as used
herein include their corporate
predecessors) since 1997;
President of FAM and MLAM from
1977 to 1997; Chairman of
Princeton Services, Inc.
("Princeton Services") since
1997 and Director thereof
since 1993; President of
Princeton Services from 1993
to 1997; Executive Vice
President of Merrill Lynch &
Co., Inc. ("ML & Co.") since
1990.
Robert S. Salomon, 61 Principal of STI Management 1996 -0-
Jr.(/1/)(/2/)................... (investment adviser) since
106 Dolphin Cove Quay 1994; Chairman and CEO of
Stamford, Connecticut 06902 Salomon Brothers Asset
Management from 1992 until
1995; Monthly columnist with
the Forbes Magazine since
1992; Chairman of Salomon
Brothers equity mutual funds
from 1992 until 1995; Director
of Stock Research and U.S.
Equity Strategist at Salomon
Brothers Inc. from 1975 until
1991; Trustee, The Common Fund
since 1980.
Class I Directors serving until the 2000 Annual Meeting of Stockholders:
Joe Grills(/1/)(/2/)............. 63 Member of the Committee of 1994 -0-
P.O. Box 98 Investment of Employee Benefit
Rapidan, Virginia 22733 Assets of the Financial
Executives Institute ("CIEBA")
since 1986; Member of CIEBA's
Executive Committee since
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
PRINCIPAL OCCUPATIONS BENEFICIALLY
DURING PAST FIVE YEARS DIRECTOR OWNED AT THE
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(/1/) SINCE RECORD DATE
---------------- --- ----------------------------- -------- ------------
<S> <C> <C> <C> <C>
Joe Grills (continued) 1988 and its Chairman from
1991 to 1992; Assistant
Treasurer of International
Business Machines Corporation
("IBM") and Chief Investment
Officer of IBM Retirement
Funds from 1986 until 1993;
Member of the Investment
Advisory Committees of the
State of New York Common
Retirement Fund and the Howard
Hughes Medical Institute;
Director, Duke Management
Company since 1992 and Vice
Chairman thereof since May
1998; Director, LaSalle Street
Fund since 1995; Director of
Hotchkis and Wiley Mutual
Funds since 1996; Director,
Kimco Realty Corporation since
1997; Member of the Investment
Advisory Committee of the
Virginia Retirement System
since 1998.
Walter Mintz(/1/)(/2/)........... 69 Special Limited Partner of 1992 -0-
1114 Avenue of the Americas Cumberland Associates
New York, New York 10036 (investment partnership) since
1982.
Class II Directors serving until the 1999 Annual Meeting of Stockholders:
Melvin R. Seiden(/1/)(/2/)....... 67 Director of Silbanc Properties, 1992 0
780 Third Avenue Ltd. (real estate, investment
Suite 2502 and consulting) since 1987;
New York, New York 10017 Chairman and President of
Seiden & de Cuevas, Inc.
(private investment firm) from
1964 to 1987.
Stephen B. Swensrud(/1/)(/2/)... 64 Chairman of Fernwood Advisors 1992 -0-
24 Federal Street (investment adviser) since
Suite 400 1996; Principal of Fernwood
Boston, Massachusetts 02110 Associates (financial
consultant) since 1975.
</TABLE>
- --------
(1) Each of the nominees and the other Directors is a director, trustee or
member of an advisory board of certain other investment companies for
which FAM or MLAM acts as investment adviser.
(2) Member of the Audit Committee of the Board of Directors.
(3) Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.
Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
"interested persons" of the Fund within the meaning of the Investment Company
Act. The principal purpose of the Audit Committee is to review the scope of
the annual audit conducted by the Fund's independent auditors and the
evaluation by such auditors of the accounting procedures followed by the Fund.
The non-interested Directors have retained independent legal counsel to assist
them in connection with these duties. The Board of Directors does not have a
nominating committee.
3
<PAGE>
During the fiscal year ended June 30, 1998, the Board of Directors held four
meetings and the Audit Committee held four meetings. Each of the Directors
then in office attended at least 75% of the aggregate of the total number of
meetings of the Board of Directors and, if a member, the total number of
meetings of the Audit Committee held during such period.
Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Fund's officers and directors and persons who
own more than ten percent of a registered class of the Fund's equity
securities, to file reports of ownership and changes in ownership of Forms 3,
4 and 5 with the Securities and Exchange Commission (the "SEC") and the New
York Stock Exchange. Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furish the Fund with copies of
all Forms 3, 4 and 5 they file.
Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment
Company Act, (i.e., any advisory board member, investment adviser or
affiliated person of the Fund's investment adviser), have complied with all
filing requirements applicable to them with respect to transactions during the
Fund's most recent fiscal year, except that, Michael J. Hennewinkel made a
late Form 3 filing reporting his election as Senior Vice President of FAM,
which report indicated that he owned no shares of the Fund.
Interested Persons. The Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act as a result of the positions he holds with FAM and its affiliates.
Mr. Zeikel is the President of the Fund and the Chairman of FAM and MLAM.
Compensation of Directors. FAM, the investment adviser, pays all
compensation of all officers of the Fund and all Directors of the Fund who are
affiliated with ML & Co. or its subsidiaries. The Fund pays each Director not
affiliated with the investment adviser (each a "non-affiliated Director") a
fee of $2,000 per year plus $500 per regular meeting attended, together with
such Director's actual out-of-pocket expenses relating to attendance at those
meetings. The Fund also pays each member of its Audit Committee, which
consists of all of the non-affiliated Directors, an additional fee of $2,000
per year plus $500 per Audit Committee meeting attended, together with such
Director's out-of-pocket expenses relating to attendance at such meetings.
These fees and expenses aggregated $40,251 for the fiscal year ended June 30,
1998.
4
<PAGE>
The following table sets forth for the fiscal year ended June 30, 1998
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ended December 31, 1997, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM Advised
Funds"), to the non-affiliated Directors.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM
FUND, OTHER FAM/MLAM
PENSION OR RETIREMENT ADVISED FUNDS AND HOTCHKIS
NAME OF COMPENSATION BENEFITS ACCRUED AS PART AND WILEY FUNDS PAID TO
DIRECTOR FROM FUND OF FUND EXPENSES DIRECTORS
-------- ------------ ------------------------ ---------------------------
<S> <C> <C> <C>
Joe Grills(/1/)....... $8,000 None $171,500
Walter Mintz(/1/)..... $8,000 None $159,500
Robert S. Salomon,
Jr.(/1/)............. $8,000 None $159,500
Melvin R. Sei-
den(/1/)............. $8,000 None $159,500
Stephen B.
Swensrud(/1/)........ $8,000 None $175,500
</TABLE>
- --------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds and Hotchkis
and Wiley Funds as follows: Mr. Grills (22 registered investment companies
consisting of 55 portfolios); Mr. Mintz (20 registered investment
companies consisting of 41 portfolios); Mr. Salomon (20 registered
investment companies consisting of 41 portfolios); Mr. Seiden (20
registered investment companies consisting of 41 portfolios); Mr. Swensrud
(23 registered investment companies consisting of 56 portfolios).
Officers of the Fund. The Board of Directors has elected nine officers of
the Fund. The following sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION AGE OFFICE SINCE
----------------------------- --- ------ -------
<S> <C> <C> <C>
Arthur Zeikel ............................... 66 President 1989
Chairman of FAM and MLAM since 1997;
President of FAM and MLAM from 1977 to 1997;
Chairman of Princeton Services since 1997
and Director thereof since 1993; President
of Princeton Services from 1993 to 1997;
Executive Vice President of ML & Co. since
1990.
Terry K. Glenn .............................. 57 Executive 1989
Executive Vice President of FAM and MLAM Vice President
since 1983; Executive Vice President and
Director of Princeton Services since 1993;
President of Princeton Funds Distributor,
Inc. ("PFD") since 1986 and Director thereof
since 1991; President of Princeton
Administrators, L.P. since 1988.
Vincent R. Giordano.......................... 53 Senior Vice President 1989
Senior Vice President of FAM and MLAM since
1984; Senior Vice President of Princeton
Services since 1993.
Kenneth A. Jacob............................. 47 Vice President 1992
First Vice President of MLAM since 1997;
Vice President of FAM and MLAM from 1984 to
1997.
John Loffredo................................ 34 Vice President 1998
First Vice President of MLAM since 1997;
Vice President of MLAM since 1991; Portfolio
Manager of FAM and MLAM since 1997.
Theodore R. Jaeckel, Jr. .................... 38 Vice President 1997
Director (Municipal Tax-Exempt Fund
Management) of MLAM since 1997; Vice
President of MLAM from 1991 to 1997.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION AGE OFFICE SINCE
----------------------------- --- ------ -------
<S> <C> <C> <C>
Donald C. Burke .................................... 38 Vice President 1993
First Vice President of MLAM since 1997; Vice
President of MLAM from 1990 to 1997; Director of
Taxation of MLAM since 1990.
Gerald M. Richard .................................. 49 Treasurer 1989
Senior Vice President and Treasurer of FAM and MLAM
since 1984; Senior Vice President and Treasurer of
Princeton Services since 1993;
Vice President of PFD since 1981 and Treasurer
thereof since 1984.
Patrick D. Sweeney ................................. 44 Secretary 1997
First Vice President of MLAM since 1997;
Vice President of MLAM from 1990 to 1997.
</TABLE>
Stock Ownership. At the Record Date, the Directors and officers of the Fund
as a group (14 persons) owned an aggregate of less than 1% of the Common Stock
of the Fund outstanding at such date. At such date, Mr. Zeikel, a Director and
officer of the Fund, and the other officers of the Fund owned an aggregate of
less than 1% of the outstanding shares of common stock of ML & Co.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Deloitte
& Touche LLP ("D&T"), independent auditors, to examine the financial
statements of the Fund for the current fiscal year. The Fund knows of no
direct or indirect financial interest of such firm in the Fund. Such
appointment is subject to ratification or rejection by the stockholders of the
Fund. Unless a contrary specification is made, the accompanying proxy will be
voted in favor of ratifying the selection of such auditors.
D&T also acts as independent auditors for ML & Co. and all of its
subsidiaries and for most other investment companies for which FAM or MLAM
acts as investment adviser. The fees received by D&T from these other entities
are substantially greater, in the aggregate, than the total fees received by
it from the Fund. The Board of Directors of the Fund considered the fact that
D&T has been retained as the independent auditors for ML & Co. and the other
entities described above in its evaluation of the independence of D&T with
respect to the Fund.
Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund.
The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. The Fund also may hire proxy solicitors at the expense
of the Fund.
In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of the Fund entitled to vote at the Meeting, present in person or
by proxy), supplementary solicitation may be made by mail, telephone,
telegraph or personal interview by officers of the Fund. It is anticipated
that the cost of such supplementary solicitation, if any, will be nominal.
6
<PAGE>
Approval of Items 1 and 2 will require the affirmative vote of a majority of
the votes cast by the Fund's stockholders, present in person or by proxy and
entitled to vote, at a meeting at which a quorum is duly constituted.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), holding Fund shares in "street name" for the benefit
of their customers and clients will request the instructions of such customers
and clients on how to vote their shares on each Item before the Meeting. The
Fund understands that, under the rules of the New York Stock Exchange, such
broker-dealer firms may, without instructions from their customers and
clients, grant authority to the proxies designated to vote on the election of
Directors (Item 1) and ratification of the selection of independent auditors
(Item 2) if no instructions have been received prior to the date specified in
the broker-dealer firm's request for voting instructions. The Fund will
include shares held of record by broker-dealers as to which such authority has
been granted in its tabulation of the total number of votes present for
purposes of determining whether the necessary quorum of stockholders exists.
Proxies that are returned to the Fund but that are marked "abstain" or on
which a broker-dealer has declined to vote on any proposal ("broker non-
votes") will be counted as present for the purposes of a quorum. MLPF&S has
advised the Fund that except as limited by agreement or applicable law, it
intends to vote shares held in its name for which no instructions have been
received in the same proportion as the votes received from the beneficial
owners of those shares for which instructions have been received, whether or
not held in nominee name. Abstentions and broker non-votes will not be counted
as votes cast. Abstentions and broker non-votes, therefore, will have no
effect on the vote on Item 1 or Item 2.
ADDRESS OF INVESTMENT ADVISER
The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended June 30, 1998, to any stockholder upon request. Such
requests should be directed to Apex Municipal Fund, Inc., P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Patrick D. Sweeney, Secretary, or
to 1-800-456-4587 ext. 123.
STOCKHOLDER PROPOSALS
It is currently intended that the 1999 Annual Meeting of Stockholders of the
Fund will be held in December 1999. If a stockholder intends to present a
proposal at the 1999 Annual Meeting of Stockholders of the Fund, and desires
to have the proposal included in the Fund's proxy statement and form of proxy
for that meeting, the stockholder must deliver the proposal to the offices of
the Fund by July 3, 1999.
By Order of the Board of Directors
Patrick D. Sweeney
Secretary
Dated: August 28, 1998
7
<PAGE>
APEX MUNICIPAL 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 Arthur Zeikel, Terry K. Glenn and Patrick
D. Sweeney as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the shares of Common Stock of Apex Municipal Fund, Inc. (the "Fund") held of
record by the undersigned on August 12, 1998 at the annual meeting of
stockholders of the Fund to be held on October 8, 1998 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 AND 2.
By signing and dating the reverse side of 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.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes [_] or [X] in blue or black ink.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] 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.) ROBERT S. SALOMON, JR. AND
ARTHUR ZEIKEL
2. 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 [_]
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney or as
executor, admininstrator, 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:________________________________, 1998
X_____________________________________
Signature
X_____________________________________
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
2
