TAURUS MUNICALIFORNIA HOLDINGS INC, DEF 14A, 1997-05-02

TAURUS MUNICALIFORNIA HOLDINGS INC
DEF 14A, 1997-05-02

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<PAGE>

As filed with the Securities and Exchange Commission on May 2, 1997

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
/x/ Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

TAURUS MUNICALIFORNIA HOLDINGS, 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)(1) 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>
TAURUS MUNICALIFORNIA HOLDINGS, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

------------------

NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
JUNE 19, 1997

------------------

TO THE STOCKHOLDERS OF TAURUS MUNICALIFORNIA HOLDINGS, INC.:

Notice is hereby given that the 1997 Annual Meeting of Stockholders (the
'Meeting') of Taurus MuniCalifornia Holdings, 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, June 19, 1997 at 9:00 A.M. for the
following purposes:

(1) To elect a Board of Directors to serve for the ensuing year;

(2) To consider and act upon a proposal to ratify the selection of
Ernst & Young 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 April 24, 1997 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 June 5, 1997 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: May 2, 1997

<PAGE>
PROXY STATEMENT

------------------
TAURUS MUNICALIFORNIA HOLDINGS, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

------------------
1997 ANNUAL MEETING OF STOCKHOLDERS
JUNE 19, 1997

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Taurus MuniCalifornia Holdings,
Inc., a Maryland corporation (the 'Fund'), to be voted at the 1997 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, June 19, 1997 at 9:00 A.M. The approximate
mailing date of this Proxy Statement is May 6, 1997.

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 Board of Directors to serve for the
ensuing year 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 April 24, 1997 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 5,175,539 shares of common stock, par value $.10 per share
('Common Stock'), and 800 shares of auction market preferred stock, par value
$.05 per share and liquidation preference of $25,000 per share plus an amount
equal to accumulated but unpaid dividends thereon ('AMPS'). To the knowledge of
the Fund, as of the Record Date, no person is the beneficial owner of more than
five percent of the outstanding shares of Common Stock or five percent of the
outstanding AMPS.

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 which 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

At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected and
qualified. It is intended that all properly executed proxies will be voted
(unless such authority has been withheld in the proxy) as follows:

(1) All such proxies of the holders of AMPS, voting separately as a
class, in favor of the two (2) persons designated as Directors to be
elected by holders of AMPS; and

(2) All such proxies of the holders of Common Stock and AMPS, voting
together as a single class, in favor of the four (4) persons designated as
Directors to be elected by holders of Common Stock and AMPS.

The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominee or nominees as
the Board of Directors may recommend.

Certain information concerning the nominees, including their designated
classes, is set forth as follows:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
THE RECORD
DATE
-------------
NAME AND ADDRESS PRINCIPAL OCCUPATIONS DURING PAST DIRECTOR COMMON
OF NOMINEE AGE FIVE YEARS AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ----------------------------------------- --- ----------------------------------------- -------- ------ ----
To be Elected by Holders of AMPS, Voting Separately as a Single Class
<S> <C> <C> <C> <C> <C>
Ronald W. Forbes(1)(2) .................. 56 Professor of Finance, School of Business, 1989 0 0
1400 Washington Avenue State University of New York at Albany,
Albany, New York 12222 since 1989; Member, Task Force on
Municipal Securities Markets, Twentieth
Century Fund.
Richard R. West(1)(2) ................... 59 Professor of Finance since 1984, and Dean 1989 0 0
Box 604 from 1984 to 1993, and currently Dean
Genoa, Nevada 89411 Emeritus of New York University, Leonard
N. Stern School of Business
Administration; Director of Bowne & Co.,
Inc. (financial printers), Vornado, Inc.
(real estate holding company),
Smith-Corona Corporation (manufacturer of
typewriters and word processors) and
Alexander's Inc. (real estate company).
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
THE RECORD
DATE
-------------
NAME AND ADDRESS PRINCIPAL OCCUPATIONS DURING PAST DIRECTOR COMMON
OF NOMINEE AGE FIVE YEARS AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ----------------------------------------- --- ----------------------------------------- -------- ------ ----
To be Elected by Holders of Common Stock and AMPS, Voting Together as a Single Class
<S> <C> <C> <C> <C> <C>
Cynthia A. Montgomery(1)(2) ............. 44 Professor, Harvard Business School since 1993 0 0
Harvard Business School 1989; Associate Professor, J.L. Kellogg
Soldiers Field Road Graduate School of Management,
Boston, Massachusetts 02163 Northwestern University from 1985 to
1989; Assistant Professor, Graduate
School of Business Administration, The
University of Michigan from 1979 to 1985;
Director, UNUM Corporation since 1990 and
Director of Newell Co. since 1995.
Charles C. Reilly(1)(2) ................. 65 Self-employed financial consultant since 1990 0 0
9 Hampton Harbor Road 1990; President and Chief Investment
Hampton Bays, New York 11946 Officer of Verus Capital, Inc. from 1979
to 1990; Senior Vice President of Arnhold
and S. Bleichroeder, Inc. from 1973 to
1990; Adjunct Professor, Columbia
University Graduate School of Business
from 1990 to 1991; Adjunct Professor,
Wharton School, The University of
Pennsylvania from 1989 to 1990; Partner,
Small Cities Cable Television since 1986.
Kevin A. Ryan(1)(2) ..................... 64 Founder and current Director of The 1992 0 0
127 Commonwealth Avenue Boston University Center for the
Chestnut Hill, Advancement of Ethics and Character;
Massachusetts 02167 Professor of Education at Boston
University since 1982; formerly taught on
the faculties of The University of
Chicago, Stanford University and Ohio
State University.
</TABLE>

- ---------------

(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser. See 'Compensation of Directors' below.

(2) Member of Audit Committee of the Board of Directors.

* Interested person, as defined in the Investment Company Act of 1940, as
amended, of the Fund.

Committee and Board of Directors Meetings. The Board of Directors has a
standing Audit Committee, which consists of Directors who are not 'interested
persons' of the Fund within the meaning of the Investment Company Act of 1940,
as amended (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.

During the fiscal year ended October 31, 1996, the Board of Directors held
four meetings and the Audit Committee held four meetings. All of the Directors
attended at least 75% 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, 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 on Forms 3, 4 and 5 with the
Securities and Exchange Commission ('SEC') and the New York Stock Exchange.
Officers, directors and greater than ten percent stockholders are required by

SEC regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they
file.

4
<PAGE>
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.

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 because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of the Fund and the President of FAM and MLAM.

Compensation of Directors. FAM, the Fund's investment adviser, pays all
compensation to 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 FAM a fee of $1,000 per year plus $400 per meeting attended,
together with such Director's actual out-of-pocket expenses relating to
attendance at meetings. The Fund also pays each member of its Audit Committee,
which consists of all of the non-interested Directors, a fee of $1,000 per year,
together with such Director's out-of-pocket expenses relating to attendance at
meetings. The Chairman of the Audit Committee receives an additional annual fee
of $1,000. These fees and expenses aggregated $19,245 for the fiscal year ended
October 31, 1996.

The following table sets forth for the fiscal year ended October 31, 1996
compensation paid by the Fund to the non-interested Directors and, for the
calendar year ended December 31, 1996, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ('FAM/MLAM Advised
Funds'), to the non-interested Directors.

<TABLE>
<CAPTION>
PENSION OR RETIREMENT AGGREGATE COMPENSATION FROM
COMPENSATION BENEFITS ACCRUED AS PART FUND AND FAM/MLAM
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES ADVISED FUNDS PAID TO DIRECTORS
- ------------------------------------------- ------------ ------------------------ -------------------------------
<S> <C> <C> <C>
Ronald W. Forbes(1)........................ $3,600 None $ 142,500
Cynthia A. Montgomery(1)................... $3,600 None $ 142,500
Charles C. Reilly(1)....................... $3,600 None $ 293,833
Kevin A. Ryan(1)........................... $3,600 None $ 142,500
Richard R. West(1)......................... $4,600 None $ 269,833
</TABLE>

- ---------------
(1) The Directors serve on the boards of MLAM/FAM Advised Funds as follows: Mr.
Forbes (23 registered investment companies consisting of 36 portfolios); Ms.
Montgomery (23 registered investment companies consisting of 36 portfolios);
Mr. Reilly (41 registered investment companies consisting of 54 portfolios);
Mr. Ryan (23 registered investment companies consisting of 36 portfolios);
and Mr. West (41 registered investment companies consisting of 54
portfolios).

Officers of the Fund. The Board of Directors has elected seven officers of
the Fund. The following sets forth information concerning each of these
officers:

<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ---------------------------------------------------------------------- ------------------------ --- -------
<S> <C> <C> <C>
Arthur Zeikel ........................................................ President 64 1989
President of FAM since 1977; President of MLAM since 1977; President
and Director of Princeton Services since 1993; Executive Vice
President of ML&Co. since 1990; Director of the Distributor since
1977.
</TABLE>

5
<PAGE>
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ---------------------------------------------------------------------- ------------------------ --- -------
<S> <C> <C> <C>
Terry K. Glenn ....................................................... Executive Vice President 56 1989
Executive Vice President of FAM and MLAM since 1983; Executive Vice
President and Director of Princeton Services since 1993; President
of the Distributor since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P. since 1988.
Vincent R. Giordano .................................................. Vice President 52 1989
Senior Vice President of FAM and MLAM since 1984; Senior Vice
President of Princeton Services since 1993; Vice President of MLAM
from 1980 to 1984.
Kenneth A. Jacob ..................................................... Vice President 46 1989
Vice President of MLAM and FAM since 1984.
Roberto W. Roffo ..................................................... Vice President 31 1996
Vice President of MLAM since 1996.
Donald C. Burke ...................................................... Vice President 36 1993
Vice President and Director of Taxation of MLAM since 1990.
Gerald M. Richard .................................................... Treasurer 47 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 the Distributor since 1981; Treasurer since
1984 and employee of the Distributor since 1978.

Patrick D. Sweeney ................................................... Secretary 43 1997
Vice President of MLAM since 1990; Vice President and Associate
Counsel of Security Pacific Merchant Bank from 1988 to 1990; Lawyer
in private practice from 1981 to 1988.
</TABLE>

Stock Ownership. At the Record Date, the Directors and officers of the
Fund as a group (12 persons) owned an aggregate of less than 1% of the Common
Stock of the Fund outstanding at such date and owned none of the AMPS
outstanding at such date. At such date, Mr. Zeikel, an officer and a Director 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 Ernst &
Young LLP ('E&Y'), independent auditors, to examine the financial statements of
the Fund for the current fiscal year. The appointment of E&Y continues a
relationship with the Fund that began in 1989. 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.

6
<PAGE>
E&Y also acts as independent auditors for certain other investment
companies for which FAM acts as an investment adviser. The Board of Directors of
the Fund considered the fact that E&Y has been retained as the independent
auditors for such other entities in its evaluation of the independence of E&Y
with respect to the Fund.

Representatives of E&Y 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 may also 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 each class of the Fund's securities 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.

All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with

the directions on the proxies; if no direction is indicated, the shares will be
voted 'FOR' the Director nominees and 'FOR' the ratification of E&Y as
independent auditors.

With respect to Item 1, 'Election of Directors', holders of AMPS are
entitled to elect the two Directors designated above and holders of Common Stock
and AMPS, voting together as a single class, are entitled to elect the remaining
Directors. Assuming a quorum is present, (i) election of the two Directors to be
elected by the holders of AMPS, voting separately as a class, will require the
affirmative vote of a majority of the votes cast by the holders of AMPS,
represented at the Meeting and entitled to vote; (ii) election of the remaining
Directors will require the affirmative vote of a majority of the votes cast by
the holders of Common Stock and the AMPS represented at the Meeting and entitled
to vote, voting together as a single class; and (iii) approval of Item 2,
'Selection of Independent Auditors', will require the affirmative vote of a
majority of the votes cast by the holders of Common Stock and the AMPS
represented at the Meeting and entitled to vote, voting together as a single
class.

Broker-dealer firms, including 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.
Accordingly, 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
shareholders exists. Proxies which are returned but which 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 purposes of a quorum. MLPF&S has
advised that it intends to exercise discretion over shares held in its name for
which no instructions are received by voting such shares in the same proportion
as it has voted shares for which it has received instructions. Abstentions and
broker non-votes will not be counted as votes cast. Abstentions and broker
non-votes, therefore, will not have an effect on the vote on Item 1 or Item 2.

7
<PAGE>
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 OCTOBER 31, 1996 TO ANY STOCKHOLDER UPON REQUEST. Such
requests should be directed to Taurus MuniCalifornia Holdings, 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

If a stockholder intends to present a proposal at the 1998 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in June 1998, 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 January 6, 1998.

By Order of the Board of Directors
PATRICK D. SWEENEY
Secretary

Dated: May 2, 1997

COMMON STOCK
TAURUS MUNICALIFORNIA HOLDINGS, 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 Taurus MuniCalifornia
Holdings, Inc. (the "Fund") held of record by the undersigned on April 24, 1997
at the annual meeting of stockholders of the Fund to be held on June 19, 1997 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.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes | | or |X| in blue or black ink.

1. ELECTION OF DIRECTORS

FOR all nominees listed below
(except as marked to the contrary below) |_|

WITHHOLD AUTHORITY
to vote for all nominees listed below |_|

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.) Charles C.
Reilly, Kevin A. Ryan, Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Ernst & Young 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,
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 person.

Dated:____________________________________, 1997

X _____________________________________________
Signature

X______________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>

AUCTION MARKET
PREFERRED STOCK

TAURUS MUNICALIFORNIA HOLDINGS, 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 Auction Market Preferred Stock of Taurus
MuniCalifornia Holdings, Inc. (the "Fund") held of record by the undersigned on
April 24, 1997 at the annual meeting of stockholders of the Fund to be held on
June 19, 1997 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.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes | | or |X| in blue or black ink.

1. ELECTION OF DIRECTORS

FOR all nominees listed below
(except as marked to the contrary below) |_|

WITHHOLD AUTHORITY
to vote for all nominees listed below |_|

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.) Ronald W. Forbes,
Charles C. Reilly, Kevin A. Ryan, Richard R. West, Cynthia A. Montgomery and
Arthur Zeikel

2. Proposal to ratify the selection of Ernst & Young 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.

Dated:____________________________________ , 1997

X________________________________________________
Signature

X________________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>
COMMON STOCK
TAURUS MUNICALIFORNIA HOLDINGS, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

PROXY

This proxy is solicited on behalf of the Board of Directors

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.

(Continued and to be signed on the reverse side)

TAURUS MUNICALIFORNIA HOLDINGS, INC.
PO BOX 11742
NEW YORK, N.Y. 10203-0742

<PAGE>
1. ELECTION OF DIRECTORS

FOR ALL NOMINEES
LISTED BELOW |_|

WITHHOLD AUTHORITY (to
vote for all nominees listed below) |_|

EXCEPTIONS
(as indicated to the contrary below) |_|

Charles C. Reilly, Kevin A. Ryan, Cynthia A. Montgomery and Arthur Zeikel
(INSTRUCTIONS: To withhold authority to vote for any individual nominee
mark the "Exceptions" box and write that nominee's name on the space
provided below).
Exceptions_______________________________________________________________

2. Proposal to ratify the selection of Ernst & Young LLP as the
independent auditors of the Fund to serve for the current fiscal
year.
FOR |_| AGAINST |_| ABSTAIN |_|

Address Change Mark Here |_|

3. In the discretion of such proxies, upon such other business as may
properly come before the meeting or any adjournment thereof.

Dated:_____________________________________, 1997

X________________________________________________
Signature

X________________________________________________
Signature, if held jointly

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

Votes must be indicated
(x) in Black or Blue ink. |_|