MUTUAL SERIES FUND INC.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
August 13, 1996
Dear Shareholder:
The proxy card you recently received inadvertently
omitted the name of a director nominee. Enclosed is a
corrected card. Please complete the new card and mail to
us in the enclosed envelope even if you have already
voted. Please call 1-800-733-8481 Ext. 490 if you have
any questions.
MUTUAL SERIES FUND INC.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Dear Shareholder:
If you have any questions about the enclosed materials,
please call 1-800-733-8481 Ext. 490.
1996 Annual Meeting
Mutual Beacon Fund Series of Mutual Series Fund Inc.
51 John F. Kennedy parkway, Short Hills, New Jersey 07078
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, 3 and 4.
1. To consider and act upon the approval of FOR ( ) AGAINST ( )
a new investment advisory agreement to ABSTAIN ( )
take effect upon the closing of the ac-
quisition of the assets of the Adviser by
Franklin Mutual.
2. To consider and act upon Articles of FOR ( ) AGAINST ( )
Amendment to the Fund's Charter to per- ABSTAIN ( )
mit the Fund and each Series to offer
additional classes of shares.
3. To consider and act upon the election of FOR ( ) AGAINST ( )
12 members of the Board of Directors of ABSTAIN ( )
the Fund to serve until the next annual
meeting or until their successors are
elected and qualified. STOCKHOLDERS MAY
WITHHOLD THEIR VOTE FOR ANY NOMINEES BY
STRIKING OUT THE NAME OF SUCH NOMINEE OR
NOMINEES.
Michael F. Price, Peter A. Langerman,
William Lippman, Edward I. Altman,
Ann Torre Grant, Andrew H. Hines, Jr.,
Bruce A. MacPherson, Fred R. Millsaps,
Leonard Rubin, Barry F. Schwartz,
Vaughn R. Sturtevant, Robert E. Wade
4. To consider and act upon the ratification FOR ( ) AGAINST ( )
of the selection of Ernst & Young as ABSTAIN ( )
independent auditors for the Series for
the fiscal year ending December 31, 1996.
5. To transact such other business as may FOR ( ) AGAINST ( )
properly come before the meeting or any ABSTAIN ( )
adjournments thereof.
(OVER)
MUTUAL BEACON FUND SERIES OF MUTUAL SERIES FUND INC
PROXY SOLICITED BY THE BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS MICHAEL F. PRICE AND ELIZA-
BETH N. COHERNOUR AS PROXIES, EACH WITH THE POWER TO APPOINT
HIS OR HER SUBSTITUTE, AND HEREBY AUTHORIZES THEM TO REPRE-
SENT AND TO VOTE, AS DESIGNATED BELOW, ALL SHARES OF MUTUAL
BEACON FUND STOCK (THE "SERIES") OF MUTUAL SERIES FUND INC.
(THE "FUND") HELD OF RECORD BY THE UNDERSIGNED ON JULY 31,
1996, AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS OF THE FUND
TO BE HELD ON OCTOBER 25, 1996 OR ANY ADJOURNMENT THEREOF.
BY SIGNING AND DATING THE LOWER PORTION 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 ANY OTHER MATTER AS MAY PROPERLY COME
BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY
ATTEND THE MEETING PLEASE COMPLETE AND MAIL THIS CARD AT
ONCE IN THE ENCLOSED ENVELOPE.
Please sign name or names as
printed on proxy to authorize
the voting of your shares as
indicated. Where shares are
registered with joint owners
all joint owners should sign.
Persons signing as executors,
administrators, trustees, etc.
should so indicate.
_______________________________
Signature
_______________________________
Signature
_______________________________
Date
1996 Annual Meeting
Mutual Shares Fund Series of Mutual Series Fund Inc.
51 John F. Kennedy parkway, Short Hills, New Jersey 07078
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, 3 and 4.
1. To consider and act upon the approval of FOR ( ) AGAINST ( )
a new investment advisory agreement to ABSTAIN ( )
take effect upon the closing of the ac-
quisition of the assets of the Adviser by
Franklin Mutual.
2. To consider and act upon Articles of FOR ( ) AGAINST ( )
Amendment to the Fund's Charter to per- ABSTAIN ( )
mit the Fund and each Series to offer
additional classes of shares.
3. To consider and act upon the election of FOR ( ) AGAINST ( )
12 members of the Board of Directors of ABSTAIN ( )
the Fund to serve until the next annual
meeting or until their successors are
elected and qualified. STOCKHOLDERS MAY
WITHHOLD THEIR VOTE FOR ANY NOMINEES BY
STRIKING OUT THE NAME OF SUCH NOMINEE OR
NOMINEES.
Michael F. Price, Peter A. Langerman,
William Lippman, Edward I. Altman,
Ann Torre Grant, Andrew H. Hines, Jr.,
Bruce A. MacPherson, Fred R. Millsaps,
Leonard Rubin, Barry F. Schwartz,
Vaughn R. Sturtevant, Robert E. Wade
4. To consider and act upon the ratification FOR ( ) AGAINST ( )
of the selection of Ernst & Young as ABSTAIN ( )
independent auditors for the Series for
the fiscal year ending December 31, 1996.
5. To transact such other business as may FOR ( ) AGAINST ( )
properly come before the meeting or any ABSTAIN ( )
adjournments thereof.
(OVER)
MUTUAL SHARES FUND SERIES OF MUTUAL SERIES FUND INC
PROXY SOLICITED BY THE BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS MICHAEL F. PRICE AND ELIZA-
BETH N. COHERNOUR AS PROXIES, EACH WITH THE POWER TO APPOINT
HIS OR HER SUBSTITUTE, AND HEREBY AUTHORIZES THEM TO REPRE-
SENT AND TO VOTE, AS DESIGNATED BELOW, ALL SHARES OF MUTUAL
SHARES FUND STOCK (THE "SERIES") OF MUTUAL SERIES FUND INC.
(THE "FUND") HELD OF RECORD BY THE UNDERSIGNED ON JULY 31,
1996, AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS OF THE FUND
TO BE HELD ON OCTOBER 25, 1996 OR ANY ADJOURNMENT THEREOF.
BY SIGNING AND DATING THE LOWER PORTION 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 ANY OTHER MATTER AS MAY PROPERLY COME
BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY
ATTEND THE MEETING PLEASE COMPLETE AND MAIL THIS CARD AT
ONCE IN THE ENCLOSED ENVELOPE.
Please sign name or names as
printed on proxy to authorize
the voting of your shares as
indicated. Where shares are
registered with joint owners
all joint owners should sign.
Persons signing as executors,
administrators, trustees, etc.
should so indicate.
_______________________________
Signature
_______________________________
Signature
_______________________________
Date
1996 Annual Meeting
Mutual Qualified Fund Series of Mutual Series Fund Inc.
51 John F. Kennedy parkway, Short Hills, New Jersey 07078
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, 3 and 4.
1. To consider and act upon the approval of FOR ( ) AGAINST ( )
a new investment advisory agreement to ABSTAIN ( )
take effect upon the closing of the ac-
quisition of the assets of the Adviser by
Franklin Mutual.
2. To consider and act upon Articles of FOR ( ) AGAINST ( )
Amendment to the Fund's Charter to per- ABSTAIN ( )
mit the Fund and each Series to offer
additional classes of shares.
3. To consider and act upon the election of FOR ( ) AGAINST ( )
12 members of the Board of Directors of ABSTAIN ( )
the Fund to serve until the next annual
meeting or until their successors are
elected and qualified. STOCKHOLDERS MAY
WITHHOLD THEIR VOTE FOR ANY NOMINEES BY
STRIKING OUT THE NAME OF SUCH NOMINEE OR
NOMINEES.
Michael F. Price, Peter A. Langerman,
William Lippman, Edward I. Altman,
Ann Torre Grant, Andrew H. Hines, Jr.,
Bruce A. MacPherson, Fred R. Millsaps,
Leonard Rubin, Barry F. Schwartz,
Vaughn R. Sturtevant, Robert E. Wade
4. To consider and act upon the ratification FOR ( ) AGAINST ( )
of the selection of Ernst & Young as ABSTAIN ( )
independent auditors for the Series for
the fiscal year ending December 31, 1996.
5. To transact such other business as may FOR ( ) AGAINST ( )
properly come before the meeting or any ABSTAIN ( )
adjournments thereof.
(OVER)
MUTUAL QUALIFIED FUND SERIES OF MUTUAL SERIES FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS MICHAEL F. PRICE AND ELIZA-
BETH N. COHERNOUR AS PROXIES, EACH WITH THE POWER TO APPOINT
HIS OR HER SUBSTITUTE, AND HEREBY AUTHORIZES THEM TO REPRE-
SENT AND TO VOTE, AS DESIGNATED BELOW, ALL SHARES OF MUTUAL
QUALIFIED FUND STOCK (THE "SERIES") OF MUTUAL SERIES FUND
INC. (THE "FUND") HELD OF RECORD BY THE UNDERSIGNED ON JULY
31, 1996, AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS OF THE
FUND TO BE HELD ON OCTOBER 25, 1996 OR ANY ADJOURNMENT
THEREOF.
BY SIGNING AND DATING THE LOWER PORTION 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 ANY OTHER MATTER AS MAY PROPERLY COME
BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY
ATTEND THE MEETING PLEASE COMPLETE AND MAIL THIS CARD AT
ONCE IN THE ENCLOSED ENVELOPE.
Please sign name or names as
printed on proxy to authorize
the voting of your shares as
indicated. Where shares are
registered with joint owners
all joint owners should sign.
Persons signing as executors,
administrators, trustees, etc.
should so indicate.
_______________________________
Signature
_______________________________
Signature
_______________________________
Date
1996 Annual Meeting
Mutual Discovery Fund Series of Mutual Series Fund Inc.
51 John F. Kennedy parkway, Short Hills, New Jersey 07078
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, 3 and 4.
1. To consider and act upon the approval of FOR ( ) AGAINST ( )
a new investment advisory agreement to ABSTAIN ( )
take effect upon the closing of the ac-
quisition of the assets of the Adviser by
Franklin Mutual.
2. To consider and act upon Articles of FOR ( ) AGAINST ( )
Amendment to the Fund's Charter to per- ABSTAIN ( )
mit the Fund and each Series to offer
additional classes of shares.
3. To consider and act upon the election of FOR ( ) AGAINST ( )
12 members of the Board of Directors of ABSTAIN ( )
the Fund to serve until the next annual
meeting or until their successors are
elected and qualified. STOCKHOLDERS MAY
WITHHOLD THEIR VOTE FOR ANY NOMINEES BY
STRIKING OUT THE NAME OF SUCH NOMINEE OR
NOMINEES.
Michael F. Price, Peter A. Langerman,
William Lippman, Edward I. Altman,
Ann Torre Grant, Andrew H. Hines, Jr.,
Bruce A. MacPherson, Fred R. Millsaps,
Leonard Rubin, Barry F. Schwartz,
Vaughn R. Sturtevant, Robert E. Wade
4. To consider and act upon the ratification FOR ( ) AGAINST ( )
of the selection of Ernst & Young as ABSTAIN ( )
independent auditors for the Series for
the fiscal year ending December 31, 1996.
5. To transact such other business as may FOR ( ) AGAINST ( )
properly come before the meeting or any ABSTAIN ( )
adjournments thereof.
(OVER)
MUTUAL DISCOVERY FUND SERIES OF MUTUAL SERIES FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS MICHAEL F. PRICE AND ELIZA-
BETH N. COHERNOUR AS PROXIES, EACH WITH THE POWER TO APPOINT
HIS OR HER SUBSTITUTE, AND HEREBY AUTHORIZES THEM TO REPRE-
SENT AND TO VOTE, AS DESIGNATED BELOW, ALL SHARES OF MUTUAL
DISCOVERY FUND STOCK (THE "SERIES") OF MUTUAL SERIES FUND
INC. (THE "FUND") HELD OF RECORD BY THE UNDERSIGNED ON JULY
31, 1996, AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS OF THE
FUND TO BE HELD ON OCTOBER 25, 1996 OR ANY ADJOURNMENT
THEREOF.
BY SIGNING AND DATING THE LOWER PORTION 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 ANY OTHER MATTER AS MAY PROPERLY COME
BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY
ATTEND THE MEETING PLEASE COMPLETE AND MAIL THIS CARD AT
ONCE IN THE ENCLOSED ENVELOPE.
Please sign name or names as
printed on proxy to authorize
the voting of your shares as
indicated. Where shares are
registered with joint owners
all joint owners should sign.
Persons signing as executors,
administrators, trustees, etc.
should so indicate.
_______________________________
Signature
_______________________________
Signature
_______________________________
Date
1996 Annual Meeting
Mutual European Fund Series of Mutual Series Fund Inc.
51 John F. Kennedy parkway, Short Hills, New Jersey 07078
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, 3 and 4.
1. To consider and act upon the approval of FOR ( ) AGAINST ( )
a new investment advisory agreement to ABSTAIN ( )
take effect upon the closing of the ac-
quisition of the assets of the Adviser by
Franklin Mutual.
2. To consider and act upon Articles of FOR ( ) AGAINST ( )
Amendment to the Fund's Charter to per- ABSTAIN ( )
mit the Fund and each Series to offer
additional classes of shares.
3. To consider and act upon the election of FOR ( ) AGAINST ( )
12 members of the Board of Directors of ABSTAIN ( )
the Fund to serve until the next
annual meeting or until their
successors are elected and qualified.
STOCKHOLDERS MAY WITHHOLD THEIR VOTE
FOR ANY NOMINEES BY STRIKING OUT THE
NAME OF SUCH NOMINEE OR NOMINEES.
Michael F. Price, Peter A. Langerman,
William Lippman, Edward I. Altman,
Ann Torre Grant, Andrew H. Hines, Jr.,
Bruce A. MacPherson, Fred R. Millsaps,
Leonard Rubin, Barry F. Schwartz,
Vaughn R. Sturtevant, Robert E. Wade
4. To consider and act upon the ratification FOR ( ) AGAINST ( )
of the selection of Ernst & Young as ABSTAIN ( )
independent auditors for the Series
for the fiscal year ending December
31, 1996.
5. To transact such other business as may FOR ( ) AGAINST ( )
properly come before the meeting or ABSTAIN ( )
any adjournments thereof.
(OVER)
MUTUAL EUROPEAN FUND SERIES OF MUTUAL SERIES FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS MICHAEL F. PRICE AND ELIZA-
BETH N. COHERNOUR AS PROXIES, EACH WITH THE POWER TO APPOINT
HIS OR HER SUBSTITUTE, AND HEREBY AUTHORIZES THEM TO REPRE-
SENT AND TO VOTE, AS DESIGNATED BELOW, ALL SHARES OF MUTUAL
EUROPEAN FUND STOCK (THE "SERIES") OF MUTUAL SERIES FUND
INC. (THE "FUND") HELD OF RECORD BY THE UNDERSIGNED ON JULY
31, 1996, AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS OF THE
FUND TO BE HELD ON OCTOBER 25, 1996 OR ANY ADJOURNMENT
THEREOF.
BY SIGNING AND DATING THE LOWER PORTION 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 ANY OTHER MATTER AS MAY PROPERLY COME
BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY
ATTEND THE MEETING PLEASE COMPLETE AND MAIL THIS CARD AT
ONCE IN THE ENCLOSED ENVELOPE.
Please sign name or names as
printed on proxy to authorize
the voting of your shares as
indicated. Where shares are
registered with joint owners
all joint owners should sign.
Persons signing as executors,
administrators, trustees, etc.
should so indicate.
_______________________________
Signature
_______________________________
Signature
_______________________________
Date
