<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
[The European Warrant 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:
(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>
THE EUROPEAN WARRANT FUND, INC.
330 MADISON AVENUE
NEW YORK, NEW YORK 10017
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 17, 1999
To the Stockholders of
The European Warrant Fund, Inc.
Notice is hereby given that the Annual Meeting of Stockholders of The
European Warrant Fund, Inc. (the "Fund"), a Maryland corporation, will be held
at the offices of the Fund, 330 Madison Avenue, Floor 12A, New York, New York
10017, at 10:00 a.m. Eastern Time, on June 17, 1999, for the following purposes:
1. To elect one Director of the Fund (PROPOSAL 1).
2. To ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund for the fiscal year ending March 31, 2000
(PROPOSAL 2).
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors of the Fund has fixed the close of business on
April 30, 1999, as the record date for the determination of stockholders
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
MICHAEL QUAIN
Secretary
May 10, 1999
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN
THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON
THE INSIDE COVER.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy card.
3. Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
- ------------------------------------------------------------------------- ----------------------------
<S> <C>
CORPORATE ACCOUNTS
(1) ABC Corp............................................................. ABC Corp.
(2) ABC Corp............................................................. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer.............................................. John Doe
(4) ABC Corp. Profit Sharing Plan........................................ John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust............................................................ Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78...................................................... Jane B. Doe
CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA....................................... John B. Smith
(2) John B. Smith........................................................ John B. Smith, Jr., Executor
</TABLE>
<PAGE>
THE EUROPEAN WARRANT FUND, INC.
330 MADISON AVENUE
NEW YORK, NEW YORK 10017
ANNUAL MEETING OF STOCKHOLDERS
JUNE 17, 1999
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The European Warrant Fund, Inc. (the
"Fund") for use at its Annual Meeting of Stockholders to be held on June 17,
1999 at 10:00 a.m. Eastern Time, at the offices of the Fund, 330 Madison Avenue,
Floor 12A, New York, New York 10017, and at any adjournments thereof
(collectively, the "Annual Meeting"). A Notice of Annual Meeting of Stockholders
and proxy card accompany this Proxy Statement. The approximate date on which
this Proxy Statement is being mailed to stockholders (the "Stockholders") is May
10, 1999. At the Annual Meeting, Stockholders will be asked to consider and vote
upon the following:
1. To elect one Director of the Fund (Proposal 1).
2. To ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund for the fiscal year ending March 31, 2000 (Proposal 2).
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Proxy solicitations will be made, beginning on or about May 10, 1999,
primarily by mail, but proxy solicitations also may be made by telephone,
telegraph or personal interviews conducted by officers and employees of the
Fund; Julius Baer Securities Inc. ("Julius Baer Securities" or the "Adviser"),
the investment adviser of the Fund; and Investors Bank & Trust Company
("Investors Bank"), the custodian, administrator and transfer agent of the Fund.
Julius Baer Securities is located at 330 Madison Avenue, New York, NY 10017 and
Investors Bank is located at 200 Clarendon Street, 16th Floor, Boston, MA 02116.
In addition, the Fund has engaged D.F. King & Co., Inc., 77 Water Street, New
York, NY 10005, (800) 848-3402, to solicit proxies on behalf of the Fund's Board
of Directors for a fee not to exceed $7,500 plus out-of-pocket expenses. The
costs of proxy solicitation and expenses incurred in connection with the
preparation of this Proxy Statement and its enclosures will be paid by the Fund.
The Fund also will reimburse brokerage firms and others for their expenses in
forwarding solicitation material to the beneficial owners of Fund shares (the
"Shares").
The Fund's Annual Report to Stockholders for the fiscal year ended March
31, 1999, containing audited financial statements may be obtained, without
charge, by calling 1-800-387-3977 or mailing your request to: The European
Warrant Fund, Inc., c/o Investors Bank & Trust Company, P.O. Box 9130, MFD-23,
Boston, MA 02117-9130.
Any Stockholder giving a proxy has the power to revoke it prior to its
exercise by submission of a later dated proxy, by voting in person, or by letter
to the Secretary of the Fund.
In the event that a quorum is not present at the Annual Meeting or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as
<PAGE>
proxies may propose one or more adjournments of the Annual Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those Shares represented at the Annual Meeting
in person or by proxy. The persons named as proxies will vote those proxies
which they are entitled to vote FOR any such proposal in favor of such an
adjournment and will vote those proxies required to be voted AGAINST any such
proposal against any such adjournment. A Stockholder vote may be taken on one of
the proposals in this Proxy Statement prior to any such adjournment if
sufficient votes have been received for approval. Under the Bylaws of the Fund,
a quorum is constituted by the presence in person or by proxy of the holders of
a majority of the outstanding shares of the Fund entitled to vote at the Annual
Meeting.
The Fund has one class of common stock, which has a par value of $.001 per
Share. On April 30, 1999, the record date, there were 11,966,469.936 Shares
outstanding. Each Share outstanding on the record date is entitled to one vote
on all matters submitted to Stockholders at the Annual Meeting, with pro rata
voting rights for any fractional Shares. The Fund does not know of any person
who beneficially owned more than 5% of the Fund's outstanding shares as of the
record date.
The tellers appointed for the Annual Meeting will count the total number of
votes cast FOR approval of the proposals for purposes of determining whether
sufficient affirmative votes have been cast. The tellers will count Shares
represented by proxies that withhold authority to vote for a nominee for
election as a Director or that reflect abstentions or "broker nonvotes" (i.e.,
Shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have the discretionary voting power on a particular
matter) as Shares that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum. With respect to the election
of Directors (Proposal 1) and ratification of accountants (Proposal 2), neither
withholding authority to vote nor abstentions or broker nonvotes have any effect
on the outcome of the voting on the matter.
PROPOSAL 1: ELECTION OF DIRECTOR
The first proposal to be considered at the Annual Meeting is the election
of one (1) of the six (6) Directors of the Fund. The Board of Directors is
divided into three classes and each year the term of office of one class
expires. At the Annual Meeting, the election of Lawrence E. Fox--Class II
Director is proposed, with Mr. Fox to hold office for a period of three years,
and until his successor is elected and qualified. Mr. Fox currently serves as a
Director of the Fund and has consented to continue to serve as a Director of the
Fund if elected at the Annual Meeting. If the designated nominee declines or
otherwise becomes unavailable for election, however, the persons named in the
proxy have discretionary authority to vote in favor of a substitute nominee or
nominees.
Any Director may resign and any Director may be removed at any annual or
special meeting of Stockholders called for that purpose by a vote of at least
75% of the votes entitled to be cast on the matter. In case a vacancy shall
exist for any reason, the remaining Directors may fill such vacancy by
appointing another Director. If, at any time, less than a majority of the
Directors holding office have been elected by the Stockholders, the Directors
then in office will call a Stockholders meeting for the purpose of electing
Directors to fill any existing vacancies in the Board of Directors.
2
<PAGE>
Set forth below is certain information regarding the nominee for election
to the Fund's Board of Directors.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
SERVED AS BENEFICIAL OWNERSHIP(2)
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER DIRECTOR OF SHARES OF THE FUND AS
DIRECTORSHIPS(1) DURING THE PAST FIVE YEARS SINCE CLASS OF MARCH 31, 1999
- -------------------------------------------------------------- --------- ----- ------------------------
<S> <C> <C> <C>
Lawrence A. Fox, age 75, .................................... 1990 II 1,189
Consulting Economist.
</TABLE>
The following Directors of the Fund will continue to serve in such capacity
until their terms of office expire and their successors are elected and
qualified:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
SERVED AS BENEFICIAL OWNERSHIP(2)
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER DIRECTOR OF SHARES OF THE FUND AS
DIRECTORSHIPS(1) DURING THE PAST FIVE YEARS SINCE CLASS OF MARCH 31, 1999
- -------------------------------------------------------------- --------- ----- ------------------------
<S> <C> <C> <C>
Martin Vogel*, age 35 ....................................... 1997 I --
Director of the Legal and Compliance Department, Julius Baer
Investment Funds Services, Ltd. (Zurich) (1996-present);
Attorney, Schaufelberger & van Hoboken (1994-1996);
Attorney, Rohner & Partner (1993-1994). Secretary of the
Board of Directors of the Luxembourg domiciled investment
companies and of Julius Baer Investment Funds Services, Ltd.
(1996-present).
Antoine Bernheim, age 45 .................................... 1990 I --
President, Dome Capital Management Inc.; Chairman, Dome
Securities Corp. (1995-present); President, The U.S.
Offshore Funds Directory Inc.; Director, Dome Capital Ltd.;
Director, College Savings Bank.
Bernard Spilko*, age 57 ..................................... 1993 III 2,945
Chairman of the Board; General Manager & Senior Vice
President, Bank Julius Baer & Co., Ltd. (New York Branch);
Director and Managing Director, Julius Baer Securities Inc.;
Director, Baer American Banking Corp.; Chairman of Julius
Baer Investment Funds.
Harvey B. Kaplan, age 61 .................................... 1990 III 1,755
Controller (Chief Financial Officer), Easter Unlimited, Inc.
(toy and novelty manufacturer and importer); Trustee, Julius
Baer Investment Funds.
Thomas J. Gibbons, age 51 ................................... 1993 III --
President, Cornerstone Associates Management (Consulting
Firm).
</TABLE>
(Footnotes on next page)
3
<PAGE>
(Footnotes from previous page)
- ------------------
<TABLE>
<C> <S>
* "Interested person" of the Fund as defined in the Investment Company Act of 1940 (the "1940 Act").
(1) Directorships of companies that are required to report to the Securities and Exchange Commission (the
"SEC") or are registered as investment companies under the 1940 Act. Except as otherwise noted, each
individual has held the office indicated or other offices in the same organization for at least five
years.
(2) For this purpose "beneficial ownership" is determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934 (the "1934 Act"). The information as to beneficial ownership is based
upon information furnished to the Fund by the Directors. Mr. Spilko has shared voting power with
respect to his Shares. As of March 31, 1999, the Directors and officers of the Fund collectively
beneficially owned less than 1% of the outstanding Shares.
</TABLE>
The Board of Directors held ten meetings during the fiscal year ended March
31, 1999. All of the Directors attended at least 75% of the Board and Committee
meetings of which they were members with the exception of Mr. Fox, who attended
seven of the ten meetings. The following table lists the compensation paid to
each of the Directors by both the Fund and the Fund Complex during the Fund's
fiscal year ended March 31, 1999. For purposes of this table the term "Fund
Complex" includes all funds that have a common or affiliated investment adviser:
COMPENSATION TABLE*
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION FROM
NAME OF PERSON, POSITION FROM FUND FUND AND FUND COMPLEX
- ----------------------------------- ---------------------- -----------------------
<S> <C> <C>
Antoine Bernheim, Director......... $8,500 $ 8,500
Lawrence A. Fox, Director.......... 8,250 8,250
Thomas J. Gibbons, Director........ 8,500 8,500
Harvey B. Kaplan, Director......... 8,500 14,750
------ -------
Total.................... $40,000
-------
-------
</TABLE>
- ------------------
* The remainder of the Directors and officers of the Fund did not receive
compensation from either the Fund or the Fund Complex. The Fund has no
retirement or pension plan for its Directors and officers.
The Board of Directors has an Audit Committee consisting of all of the
Directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund. Currently, Messrs. Bernheim, Fox, Gibbons and Kaplan comprise the Audit
Committee. The Audit Committee reviews the scope and results of the Fund's
annual audit with the Fund's independent accountants and recommends the
engagement of such accountants. The Audit Committee had two meetings during the
fiscal year ended March 31, 1999. The Fund does not have a compensation or
nominating committee. Compensation matters and nominations are considered by the
Board of Directors. Nominees recommended by
4
<PAGE>
Stockholders will be considered by the Board of Directors. Recommendations
should be submitted in writing to the Secretary of the Fund.
The executive officers of the Fund are listed in the table below, with the
exception of its Chairman of the Board Mr. Spilko, for whom information is
provided above. Mr. Huber and Messrs. Quain and Burger were first elected to
offices of the Fund in 1992 and 1997, respectively. Messrs. Straehle, Santiago
and Beauport were first elected to offices of the Fund in 1998. Each officer of
the Fund will hold such office until a successor has been elected by the Board
of Directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND OTHER
AFFILIATIONS DURING THE PAST FIVE
NAME, AGE POSITION YEARS
- ---------------------------- ---------------------------------- -------------------------------------
<S> <C> <C>
Michael Quain, ............. President, Treasurer, Chief First Vice President of Bank Julius
age 41 Financial Officer and Secretary Baer & Co., Ltd. (New York Branch)
and Vice President of Julius Baer
Securities Inc.; President,
Treasurer, Chief Financial Officer
and Secretary, Julius Baer Investment
Funds.
Hansruedi Huber, ........... Chief Investment Officer Senior Vice President of Investments,
age 40 Julius Baer Securities Inc.; Senior
Vice President and Member of the
Management Committee of Julius Baer
Asset Management Ltd.
Philipp Burger, ............ Vice President and Investment Vice President of Investments, Julius
age 37 Officer Baer Securities Inc.; First Vice
President of Julius Baer Asset
Management Ltd.
Joachim Straehle, .......... Vice President Deputy Branch Manager--Senior Vice
age 40 President and Member of Management
Committee of Bank Julius Baer & Co.,
Ltd. (New York Branch), 1991-present;
Head of Credit Department of Bank
Julius Baer & Co., Ltd. (New York
Branch), 1994-present; Vice
President; Deputy Head of the Credit
Department at Bank Julius Baer & Co.,
Ltd. (New York Branch), 1991-1994.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND OTHER
AFFILIATIONS DURING THE PAST FIVE
NAME, AGE POSITION YEARS
- ---------------------------- ---------------------------------- -------------------------------------
<S> <C> <C>
Hector Santiago, ........... Vice President Vice President of Bank Julius Baer &
age 30 Co., Ltd. (New York Branch) and
Julius Baer Securities, 1998-present;
Assistant Vice President--Accounting,
Operations & Trading Manager, EFG
Capital Intl., 1996-1998; Assistant
Vice President--Trading
Manager/Treasurer, Coults & Co. (USA)
Intl., 1988-1996.
Pierre Beauport, ........... Assistant Treasurer Assistant Vice President of Bank
age 29 Julius Baer & Co., Ltd. New York
Branch, 1998-present; Senior
Analyst--Mutual Fund Administration
at AMT Capital Services, Inc. and
Investment Accountant at Furman Selz
LLC, prior to 1998.
Paul J. Jasinski, .......... Assistant Treasurer Managing Director, Investors Bank &
age 52 Trust Company, since 1990.
Jack W. Clark, ............. Assistant Treasurer Director, Investors Bank & Trust
age 32 Company, since November 1998;
Manager, Investors Bank & Trust
Company, January 1996 to October
1998; Manager, Price Waterhouse, July
1995 to July 1996; Senior Accountant,
Price Waterhouse, July 1993 to July
1995.
Susan C. Mosher, ........... Assistant Secretary Director, Investors Bank & Trust
age 44 Company, since 1995; Associate
Counsel, 440 Financial Group of
Worcester, Inc., 1993 to 1995.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND OTHER
AFFILIATIONS DURING THE PAST FIVE
NAME, AGE POSITION YEARS
- ---------------------------- ---------------------------------- -------------------------------------
<S> <C> <C>
Andrew S. Josef, ........... Assistant Secretary Director, Investors Bank & Trust
age 35 Company, since May 1997; Senior
Associate, Sullivan & Worcester LLP,
November 1995 to May 1997; Associate,
Goodwin, Procter & Hoar, January 1993
to November 1995.
</TABLE>
REQUIRED VOTE
Election of the listed nominee for Director of the Fund will require the
affirmative vote of a plurality of the votes cast at the Annual Meeting in
person or by proxy.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION
OF THE NOMINEE.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP ("KPMG"), 99 High Street, Boston, Massachusetts
02110, has served as independent accountants for the Fund since the Fund's
commencement of operations on July 17, 1990, and is being recommended by the
Directors of the Fund to serve in such capacity for the Fund's fiscal year
ending March 31, 2000. The Board of Directors of the Fund approved KPMG as
independent accountants of the Fund at a Board of Directors Meeting held on
March 17, 1999.
KPMG also serves as independent accountants for Julius Baer Investment
Funds, an investment company affiliated with the Fund, but has no relationship
with such funds other than as independent accountants. During the fiscal year
ending March 31, 1999, the services provided to the Fund by KPMG included
examination of financial statements, review of filings with the SEC and tax
returns. No other services were provided by KPMG to the Fund.
It is intended that proxies not limited to the contrary will be voted in
favor of ratifying KPMG as independent public accountants to certify every
financial statement of the Fund required by any law or regulation to be
certified by independent public accountants and filed with the SEC in respect of
all or any part of the fiscal year ending March 31, 2000. KPMG has no direct or
material indirect interest in the Fund. Representatives of KPMG are expected to
be present at the Annual Meeting, will be given the opportunity to make a
statement if they so desire and will be available to respond to appropriate
questions.
7
<PAGE>
REQUIRED VOTE
A majority of the votes cast at the Annual Meeting, in person or by proxy,
is required for ratification of KPMG as independent accountants for the Fund.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE DIRECTORS WHO ARE NOT "INTERESTED
PERSONS" OF THE FUND, RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION
OF KPMG PEAT MARWICK LLP, AS INDEPENDENT ACCOUNTANTS FOR THE FUND.
ADDITIONAL INFORMATION
SUBMISSION OF SHAREHOLDER PROPOSALS
All proposals by Stockholders of the Fund that are intended to be presented
at the Fund's next annual meeting of Stockholders to be held in 2000 must be
received by the Fund for consideration for inclusion in the Fund's proxy
statement relating to that meeting no later than January 31, 2000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Fund's officers and directors,
and persons who beneficially own more than ten percent of the Fund's Shares, to
file reports of initial ownership and changes in ownership with the SEC, the New
York Stock Exchange, Inc. and the Fund. To the Fund's knowledge, based solely
upon review of the copies of such reports furnished to the Fund and written
representations that no other reports were required, all Section 16(a) filing
requirements applicable to its directors, officers and greater than ten percent
owners were complied with during the fiscal year ended March 31, 1999.
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING
The Directors do not intend to present any other business at the Annual
Meeting, nor are they aware that any shareholder intends to do so. If, however,
any other matters are properly brought before the Annual Meeting, the persons
named in the accompanying proxy will vote thereon in accordance with their
judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS ARE THEREFORE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
8
<PAGE>
THE EUROPEAN WARRANT FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael Quain, Bernard Spilko or Andrew S.
Josef and each of them, attorneys and proxies for the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The European Warrant Fund, Inc. (the
"Fund") which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Fund to be held at the office of the Fund, 330 Madison
Avenue, New York, New York 10017 on June 17, 1999 at 10:00 a.m., and any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting and Proxy Statement and hereby instructs said attorneys and
proxies to vote said shares as indicated hereon. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the Meeting. A majority of the proxies present and acting at the Meeting
in person or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
This Proxy, if properly executed, will be voted in the manner directed by
the undersigned Stockholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF NOMINEES
AS DIRECTOR AND FOR PROPOSAL 2. Please refer to the Proxy Statement for a
discussion of the Proposals.
Please vote by filling in the appropriate box below.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTOR FOR / / WITHHOLD AUTHORITY / /
</TABLE>
Lawrence A. Fox--Class II
______________________________________________________________________________
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE>
2. To ratify the selection of KPMG Peat Marwick LLP as independent accountants
for the Fund.
/ / FOR / / AGAINST / / ABSTAIN
Date __________________, 1999
_____________________________
Signature(s)
_____________________________
(Title(s), if applicable)
NOTE: Please sign exactly as
your name appears on this
Proxy. If joint owners,
EITHER may sign this Proxy.
When signing as attorney,
executor, administrator,
trustee, guardian or
corporate officer, please
give your full title.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENVELOPE
PROVIDED
