<PAGE>
THE GREATER CHINA FUND, INC.
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
March 23, 2000
To the Stockholders:
The Annual Meeting of Stockholders of The Greater China Fund, Inc. (the
"Fund") is to be held at 9:30 A.M. on May 3, 2000, at the offices of the
administrator, Mitchell Hutchins Asset Management Inc., 1285 Avenue of the
Americas, 14th Floor, New York, New York 10019. Stockholders who are unable to
attend this meeting are strongly encouraged to vote by proxy, which is
customary in corporate meetings of this kind. A Proxy Statement regarding the
meeting, a proxy card so your vote can be cast at the meeting and a postage
prepaid envelope in which to return your proxy card are enclosed.
At the Annual Meeting, stockholders will elect certain of the Fund's
Directors whose terms expire in 2000 and consider the ratification of the
selection of PricewaterhouseCoopers LLP as independent accountants. There will
also be an opportunity to discuss matters of interest to you as a stockholder.
Your Fund's Directors recommend that stockholders vote in favor of each of
the foregoing matters.
Respectfully,
/s/ RONALD G.M. WATT /s/ RICHARD B. BRADLEY
RONALD G.M. WATT RICHARD B. BRADLEY
President Chairman of the Board
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STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN.
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<PAGE>
THE GREATER CHINA FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
THE GREATER CHINA FUND, INC.:
Notice is hereby given that the Annual Meeting of the Stockholders of The
Greater China Fund, Inc. (the "Fund") will be held at the offices of Mitchell
Hutchins Asset Management Inc., 1285 Avenue of the Americas, 14th Floor, New
York, New York 10019 on May 3, 2000 at 9:30 A.M. for the following purposes:
(1) To elect three Class III Directors to serve for a term expiring on the
date of the Annual Meeting of Stockholders in 2003 or until their respective
successors shall have been duly elected and qualified.
(2) To ratify the action taken by the Board of Directors in selecting
PricewaterhouseCoopers LLP as independent accountants for the fiscal year
ending December 31, 2000.
(3) To consider and act upon such other business as may properly come
before the Meeting or any adjournments thereof.
Holders of record of the shares of common stock of the Fund at the close
of business on March 22, 2000 are entitled to vote at the meeting or any
adjournments thereof.
By order of the Board of Directors,
/s/ PETER C. CAIRNS
PETER C. CAIRNS,
Secretary
March 23, 2000
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IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR
YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY SAVE THE
FUND THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT
THE ANNUAL MEETING. IF YOU CAN ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES
IN PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
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------------------
PROXY STATEMENT
------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Greater China Fund, Inc. (the "Fund")
for use at the Annual Meeting of Stockholders, to be held at the offices of
Mitchell Hutchins Asset Management Inc., 1285 Avenue of the Americas, 14th
Floor, New York, New York 10019 on May 3, 2000, at 9:30 A.M., and at any
adjournments thereof.
This Proxy Statement, the Notice of Annual Meeting and the proxy card are
first being mailed to stockholders on or about March 27, 2000. All properly
executed proxies received in time for the meeting will be voted as specified in
the proxy or, if no specification is made, for each proposal referred to in the
Proxy Statement. Any stockholder giving a proxy has the power to revoke it by
mail (addressed to Paul H. Schubert, Assistant Secretary to the Fund, c/o
Mitchell Hutchins Asset Management Inc., 51 West 52nd Street, New York, New
York 10019) or in person at the meeting, by executing a superseding proxy or by
submitting a notice of revocation to the Fund.
Holders of record of the common stock of the Fund at the close of business
on March 22, 2000, will be entitled to one vote per share on all business of
the meeting and any adjournments. There were 12,593,049 shares of common stock
outstanding on the record date. Abstentions and "broker non-votes" (as defined
below) are counted for purposes of determining whether a quorum is present, but
do not represent votes cast with respect to any proposal. "Broker non-votes"
are shares held by a broker or nominee for which an executed proxy is received
by the Fund, but are not voted as to one or more proposals because instructions
have not been received from the beneficial owners or persons entitled to vote
and the broker or nominee does not have discretionary voting power.
(1) ELECTION OF DIRECTORS
The Fund's Board of Directors has been divided into three classes, the
term of one of which expires each year. The terms of Messrs. Richard Graham,
John A. Hawkins and Tak Lung Tsim, constituting Class III Directors, expire at
the 2000 Annual Meeting of Stockholders.
Persons named in the accompanying form of proxy intend, in the absence of
contrary instructions, to vote all proxies in favor of the election of the
three nominees listed below as Directors of the Fund to serve as Class III
Directors of the Fund for a term expiring on the date of the 2003 Annual
Meeting of Stockholders, or until their successors are duly elected and
qualified. All nominees have consented to stand for election and to serve if
elected. If any such nominee should be unable to serve, an event not now
anticipated, the proxies will be voted for such person, if any, as shall be
designated by the Board of Directors to replace any such nominee. YOUR FUND'S
DIRECTORS RECOMMEND THAT STOCKHOLDERS VOTE IN FAVOR OF THE ELECTION OF THE
NOMINEES LISTED BELOW.
CLASS III
Richard Graham
John A. Hawkins
Tak Lung Tsim
<PAGE>
INFORMATION CONCERNING NOMINEES AND MEMBERS OF THE BOARD OF DIRECTORS
The following table sets forth certain information concerning each of the
Directors and nominees for Director of the Fund. Each of the nominees is
currently a Director of the Fund. Unless otherwise noted, each of the nominees
has engaged in the principal occupation listed in the following table for more
than five years, but not necessarily in the same capacity.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
YEAR OWNED ON
PRESENT OFFICE WITH THE FUND; FIRST DECEMBER PERCENT
PRINCIPAL OCCUPATION OR BECAME 31, OF
NAME (AGE) EMPLOYMENT AND DIRECTORSHIPS A DIRECTOR 1999(1) CLASS
- --------------------------------- ---------------------------------------- ------------ ------------- --------
<S> <C> <C> <C> <C>
Edward Y. Baker (65) ............ Director; Consultant; Chairman, SSgA 1992 1,000 (2)
Canada Advisory Committee; Director,
Canada Life of America Series Fund
Inc.; Trustee, Rogers Sugar Income
Fund; previously President, Chief
Executive Officer, HOOPP Investment
Management Limited and Chief
Investment Officer, Hospitals of
Ontario Pension Fund.
Richard B. Bradley (62) ......... Chairman and Director; Director of The 1992 2,000 (2)
Aberdeen New Dawn Investment
Trust Limited; Director of Photobition
Group plc; previously Group
Managing Director of Asia Equity
Holdings.
John A. Bult (63)* .............. Director; Chairman of PaineWebber 1992 5,997 (2)
International Inc.; Director of The
Germany Fund, Inc.; The New
Germany Fund, Inc.; The Central
European Equity Fund, Inc.; The
France Growth Fund, Inc.
Richard Graham (41)* ............ Director; Director and Head of Product 1993 -- --
Specialists, Baring Asset Management;
previously head of ING Barings Group
in China and Chairman of the British
Chamber of Commerce in Shanghai.
(table continued on next page)
</TABLE>
2
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<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
YEAR OWNED ON
PRESENT OFFICE WITH THE FUND; FIRST DECEMBER PERCENT
PRINCIPAL OCCUPATION OR BECAME 31, OF
NAME (AGE) EMPLOYMENT AND DIRECTORSHIPS A DIRECTOR 1999(1) CLASS
- ---------------------------------- ---------------------------------------- ------------ ------------- --------
<S> <C> <C> <C> <C>
John A. Hawkins (57) ............. Director; Executive Vice President and 1992 -- --
Executive Committee Member of The
Bank of Bermuda Limited; Director of
Bermuda Far East Properties Limited;
Bermuda International Investment
Management Limited; Bermuda Trust
Company Limited; Bermuda Equity
Funds Limited; Bermuda Money
Funds Limited; Global Manager
Limited; Management International
(Bermuda) Limited; Bermuda
Investments (Europe) Limited.
Hugh Lynch (62) .................. Director; Managing Director of 2000 -- --
International Investments at General
Motors Investment Management
Corporation ("GMIMCo"); member of
General Motors Investment Policy
Committee and GMIMCo's
Management Council and Asset
Allocation Committee; Director of
Capital International's Emerging
Markets Growth Fund; Trustee of
Morgan Grenfell Investment Trust.
Jonathan J.K. Taylor (56) ........ Director; Chairman and Managing 1992 2,000 (2)
Director of Dragon Partners Limited;
Director, Schroder Japan Growth Fund
Limited; Director, Onyx Country
Estates Limited; Onyx Town Estates
Limited; previously Director of Baring
Asset Management Limited and
Baring Asset Management (Holdings)
Limited.
Tak Lung Tsim (53) ............... Director; Principal, T.L. Tsim & 1992 1,000 (2)
Associates Ltd.; Member of Li Po
Chun United World College of Hong
Kong; Director of Playmates Toys
Holdings Limited; Director of Prestige
Properties Holdings Limited; Director
of New-Alliance Asset Management
(Asia) Ltd.
All Directors and Officers
as a group ....................... 11,997 (2)
</TABLE>
- ----------
* Directors considered by the Fund and its counsel to be "interested
persons" (which as used in this proxy statement is as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund
or of the Fund's investment manager. Mr. Graham is deemed to be an
interested person due to his affiliation with the Fund's investment
manager, Baring Asset Management (Asia)
3
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Ltd., 19/F Edinburgh Tower, 15 Queen's Road Central, Hong Kong, or
affiliates thereof. Mr. Bult is deemed to be an interested person because
of his affiliation with affiliates of PaineWebber Incorporated, the lead
manager of the underwriting syndicate in connection with the initial
public offering of the Fund's shares.
(1) The information as to beneficial ownership is based on statements
furnished to the Fund by the Directors. Unless otherwise noted,
beneficial ownership is based on sole voting and investment power.
(2) Represents less than 1% of the Fund's outstanding common stock.
----------------
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the best of the Fund's knowledge, as of March 22, 2000, the only person
to have beneficial ownership of more than 5% of the outstanding voting stock is
as follows:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF
OF BENEFICIAL BENEFICIAL PERCENTAGE OF
OWNER OWNERSHIP OUTSTANDING SHARES
- ------------------------------------------ ------------------ -------------------
<S> <C> <C>
President & Fellows of Harvard College 1,608,415 shares 12.8%
c/o Harvard Management Co., Inc.
600 Atlantic Avenue
Boston, MA 02210
</TABLE>
COMMITTEES OF THE BOARD--BOARD MEETINGS
The Board of Directors of the Fund has an Executive Committee, an Audit
Committee and a Nominating Committee.
The Board of Directors of the Fund met three times during the fiscal
period ended December 31, 1999. During such period each Director other than Mr.
Hawkins attended at least 75% of all meetings of the Board of Directors and the
committees of the Board on which they served.
EXECUTIVE COMMITTEE
The Board has an Executive Committee consisting of Messrs. Baker, Bradley
and Taylor. The Executive Committee did not meet during the fiscal period ended
December 31, 1999.
AUDIT COMMITTEE
The Board has an Audit Committee consisting of Messrs. Baker, Bradley,
Hawkins, Lynch and Tsim, each of whom is not an interested person of the Fund
or of Baring Asset Management (Asia) Ltd. within the meaning of Section
2(a)(19) of the 1940 Act (a "Noninterested Director") and is "independent" as
defined in Sections 303.01(B)(2)(a) and (3) of the New York Stock Exchange's
listing standards. The Audit Committee met three times during the fiscal period
ended December 31, 1999. The Audit Committee reviews with management and the
independent accountants for the Fund, among other things, the scope of the
audit and the controls of the Fund and its agents, reviews and approves in
advance the type of services to be rendered by independent accountants,
recommends the selection of independent accountants for the Fund to the Board
and in general considers and reports to the Board on matters regarding the
Fund's accounting and bookkeeping practices. The Audit Committee does not have
a written charter.
4
<PAGE>
The Audit Committee has reviewed and discussed the audited financial
statements of the Fund with management. The Audit Committee has discussed with
the independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU Section 380). The Audit
Committee has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No.
1, (Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), and has discussed with the independent accountant the
independent accountant's independence. Based on such review and these
discussions, the Audit Committee recommended to the Board of Directors of the
Fund that the audited financial statements of the Fund be included in the
Fund's Annual Report to shareholders for the fiscal year ended December 31,
1999.
NOMINATING COMMITTEE
The Board has a Nominating Committee consisting of Messrs. Baker, Bradley
and Bult. The Nominating Committee is responsible for selecting the Fund's
nominees to be submitted to the stockholders for election as Directors of the
Fund each year and for selecting persons to be submitted to the Board of
Directors for election to fill interim vacancies on the Board. The Nominating
Committee will consider nominees recommended by stockholders; provided that
such recommendations are made in writing to the address and by the date
specified below for stockholder proposals to be presented at the 2001 Annual
Meeting of Stockholders of the Fund.
EXECUTIVE OFFICERS
The following people are executive officers of the Fund:
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND;
IF ANY, PRINCIPAL OCCUPATION OR YEAR FIRST
EMPLOYMENT AND DIRECTORSHIPS BECAME
NAME (AGE) IN PUBLICLY HELD COMPANIES AN OFFICER(*)
- --------------------------------- ------------------------------------------------- --------------
<S> <C> <C>
Ronald G.M. Watt (53) ........... President; Director of Institutional and Mutual 1998
Fund Group of Baring Asset Management
Limited: Director of Baring International
Investment (Far East) Limited.
Sam Lau (30) .................... Vice President; Director of Institutional Group 1999
of Baring Asset Management (Asia) Limited.
Peter C. Cairns (38) ............ Secretary; Director of Baring Asset 1996
Management (Asia) Limited; Baring
International Fund Managers Limited; Baring
International Investment (Far East) Limited;
Baring (Guernsey) Limited.
Julian F. Sluyters (39) ......... Vice President; Senior Vice President and Chief 1994
Administrative Officer of Mitchell Hutchins
Asset Management Inc.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND;
IF ANY, PRINCIPAL OCCUPATION OR YEAR FIRST
EMPLOYMENT AND DIRECTORSHIPS BECAME
NAME (AGE) IN PUBLICLY HELD COMPANIES AN OFFICER(*)
- ------------------------------- ------------------------------------------------ --------------
<S> <C> <C>
Paul H. Schubert (37) ......... Treasurer and Assistant Secretary; Senior Vice 1999
President and Director of the mutual fund
finance department of Mitchell Hutchins
Asset Management Inc.; Treasurer for other
investment companies for which Mitchell
Hutchins serves as investment adviser/
administrator.
</TABLE>
- ----------
(*) The President, Treasurer and Secretary each hold office until his or her
successor has been duly elected and qualified and all other officers hold
office at the discretion of the Directors.
6
<PAGE>
TRANSACTIONS WITH AND COMPENSATION OF DIRECTORS AND OFFICERS
The officers receive no compensation from the Fund. The Directors who are
"interested persons" of the Fund or of the Fund's investment manager, Baring
Asset Management (Asia) Ltd., receive no compensation from the Fund. The
following table provides information regarding the compensation paid by the
Fund for the fiscal year ended December 31, 1999 to the persons who were
Noninterested Directors during such period:
<TABLE>
<CAPTION>
PENSION OR RETIREMENT ESTIMATED TOTAL COMPENSATION
AGGREGATE BENEFITS ACCRUED ANNUAL BENEFITS FROM FUND AND
COMPENSATION AS PART OF UPON FUND COMPLEX PAID
NAME OF DIRECTOR FROM FUND FUND EXPENSES RETIREMENT TO DIRECTORS
- ------------------------------ -------------- ----------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Edward Y. Baker .............. $16,000 -- -- $16,000
Richard B. Bradley ........... $16,000 -- -- $16,000
John A. Hawkins .............. $12,000 -- -- $12,000
Don G. Hoff .................. $ 9,000 -- -- $ 9,000
Jonathan J.K. Taylor ......... $16,000 -- -- $16,000
Tak Lung Tsim ................ $16,000 -- -- $16,000
</TABLE>
The Directors of the Fund do not receive any pension or retirement
benefits from the Fund. Each Noninterested Director receives fees, paid by the
Fund, of up to $2,000 per Directors' meeting attended and an annual Director's
fee of $10,000.
The Fund's investment manager supervises the Fund's investments, pays the
compensation and certain expenses of its personnel who serve as Directors and
officers of the Fund, and receives a management fee for its services. Several
of the Fund's officers and Directors are also officers, directors, employees or
stockholders of the Fund's investment manager or its affiliates.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 as applied to the
Fund requires the Fund's officers and Directors, persons who beneficially own
more than ten percent of a registered class of the Fund's own equity securities
("ten percent stockholders"), and certain other persons to file reports of
ownership of the Fund's securities and changes in such ownership with the SEC
and the New York Stock Exchange. Based solely upon its review of the copies of
such forms furnished to it, and written representations from certain reporting
persons that no Forms 5 were required for those persons, all filings applicable
to the Fund's officers, Directors and ten percent stockholders were made.
REQUIRED VOTE
Election of each of the listed nominees for Director requires the
affirmative vote of a plurality of the votes cast at the meeting in person or
by proxy. YOUR FUND'S DIRECTORS RECOMMEND THAT STOCKHOLDERS VOTE IN FAVOR OF
THE THREE DIRECTOR NOMINEES.
(2) RATIFICATION OF THE SELECTION
OF INDEPENDENT ACCOUNTANTS
At a meeting held on February 28, 2000, the Board of Directors of the
Fund, including a majority of the Noninterested Directors, selected
PricewaterhouseCoopers LLP to act as independent accountants for the Fund for
the fiscal year ending December 31, 2000. PricewaterhouseCoopers LLP has
advised the
7
<PAGE>
Fund that it has no direct or material indirect financial interest in the Fund.
One or more representatives of PricewaterhouseCoopers LLP is expected to be
present at the meeting and will have an opportunity to make a statement if they
so desire. Such representatives are expected to be available to respond to
appropriate questions.
The Fund's financial statements for the fiscal year December 31, 1999 were
audited by PricewaterhouseCoopers LLP. In connection with its audit services,
PricewaterhouseCoopers LLP reviewed the financial statements included in the
Fund's annual report to stockholders and its filings with the SEC.
REQUIRED VOTE
This selection of independent accountants is subject to the ratification
or rejection by a majority of the Fund's outstanding voting securities. YOUR
FUND'S DIRECTORS RECOMMEND THAT STOCKHOLDERS RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS.
(3) OTHER MATTERS
The Board of Directors is not aware of any other business to be brought
before the meeting other than as set forth above. If, however, any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed proxy form to vote such proxies on such matters in
accordance with their best judgment.
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Fund or personnel of Mitchell
Hutchins Asset Management Inc., the Fund's Administrator, or PNC Bank, National
Association, the Fund's Transfer Agent. The expenses connected with the
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's officers or personnel of the Administrator or the Transfer Agent
in person, by telephone or by telegraph will be borne by the Fund. In addition,
the Fund has retained Shareholder Communications Corporation to aid in the
solicitation of proxies, for whose services the Fund will pay an estimated fee
of $7,500, inclusive of reasonable out-of-pocket expenses. The Fund will
reimburse banks, brokers, and other persons holding the Fund's shares
registered in their names or in the names of their nominees, for their expenses
incurred in sending proxy material to and obtaining proxies from the beneficial
owners of such shares.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1999 AND THE MOST RECENT SEMI-ANNUAL REPORT
SUCCEEDING THE ANNUAL REPORT, IF ANY, TO ANY SHAREHOLDER UPON REQUEST. Requests
should be directed by mail to the Fund's Transfer Agent, PNC Bank, National
Association, 400 Bellevue Parkway, Wilmington, Delaware 19809 or by telephone
to (800) 852-4750.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this meeting are not received by May 2, 2000, the persons named
as attorneys in the enclosed proxy may propose one or more adjournments of the
meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the meeting to be adjourned. The
persons named as attorneys in the enclosed proxy will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
proposal for which further solicitation of proxies is to be made. They will
vote against any such adjournment those proxies required to be voted against
such proposal. The costs of any such additional solicitation and of any
adjourned session will be borne by the Fund.
8
<PAGE>
STOCKHOLDER PROPOSALS
Any proposal by a stockholder of the Fund intended to be presented at the
2001 Annual Meeting of Stockholders of the Fund must be received by Paul H.
Schubert, Assistant Secretary of the Fund, c/o Mitchell Hutchins Asset
Management Inc., 51 West 52nd Street, New York, New York 10019, not later than
November 27, 2000.
By order of the Board of
Directors,
/s/ PETER C. CAIRNS
PETER C. CAIRNS
Secretary
51 West 52nd Street
New York, New York 10019
March 23, 2000
9
<PAGE>
THE GREATER CHINA FUND, INC.
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Paul H. Schubert and Joanne M. Kilkeary as
Proxies, each with the power to appoint his or her substitute, and hereby
authorizes either or both to represent and to vote all shares of Common Stock
of The Greater China Fund, Inc. held of record by the undersigned on March 22,
2000, at the Annual Meeting of Stockholders to be held on May 3, 2000, or any
adjournment thereof, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL ITEMS AND
SHARES WILL BE SO VOTED UNLESS YOU OTHERWISE INDICATE:
1. Election of Directors [ ] FOR all nominees [ ] Withhold for all
nominees
Nominees: Richard Graham, John A. Hawkins and Tak Lung Tsim
- --------------------------------------------------------------------------------
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through that
nominee's name in the list above.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
2. Proposal to ratify the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Fund.
[ ] For [ ] Against [ ] Abstain
Dated: ,2000
---------------------
--------------------------------
Signature
--------------------------------
Signature if held jointly
IF SHARES ARE HELD JOINTLY, EACH
SHAREHOLDER NAMED SHOULD SIGN.
IF ONLY ONE SIGNS, HIS OR HER
SIGNATURE WILL BE BINDING. IF
THE SHAREHOLDER IS A
CORPORATION, THE PRESIDENT OR A
VICE PRESIDENT SHOULD SIGN IN
HIS OR HER OWN NAME, INDICATING
TITLE. IF THE SHAREHOLDER IS A
PARTNERSHIP, A PARTNER SHOULD
SIGN IN HIS OR HER OWN NAME,
INDICATING THAT HE OR SHE IS A
"PARTNER."
SIGN, DATE AND MAIL YOUR PROXY TODAY
