GLOBAL HIGH INCOME DOLLAR FUND INC, DEF 14A, 1999-12-30

GLOBAL HIGH INCOME DOLLAR FUND INC
DEF 14A, 1999-12-30

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<PAGE>

Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

Global High Income Dollar 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)(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>

GLOBAL HIGH INCOME DOLLAR FUND INC.
---------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 17, 2000
---------------------

TO THE SHAREHOLDERS:

The annual meeting of shareholders of Global High Income Dollar Fund Inc.
('Fund') will be held on February 17, 2000 at 10:00 a.m., Eastern time, at 1285
Avenue of the Americas, 14th Floor, New York, New York 10019 for the following
purposes:

(1) To elect ten (10) directors to serve until the annual meeting of
shareholders in 2001, or until their successors are elected and qualified;

(2) To ratify the selection of PricewaterhouseCoopers LLP as the
Fund's independent accountants for the fiscal year ending October 31, 2000;
and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

You are entitled to vote at the meeting and any adjournments thereof if you
owned Fund shares at the close of business on December 17, 1999. If you attend
the meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND
THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN
THE ENCLOSED POSTAGE PAID ENVELOPE.

By order of the board of directors,

DIANNE E. O'DONNELL
Secretary

December 30, 1999
51 West 52nd Street
New York, New York 10019-6114

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED. If you sign, date
and return the proxy card but give no voting instructions, your shares will
be voted 'FOR' the nominees for director named in the attached proxy
statement and 'FOR' all other proposals noticed above. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY CARD PROMPTLY.

<PAGE>

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general guidelines for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund of 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. ALL 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.
John Doe, Treasurer

(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

Partnership Accounts

(1) The XYZ Partnership............................ Jane B. Smith, Partner

(2) Smith and Jones, Limited Partnership........... Jane B. Smith, General Partner

Trust Accounts

(1) ABC Trust Account.............................. Jane B. Doe, Trustee

(2) Jane B. Doe, Trustee u/t/d 12/18/78............ Jane B. Doe

Custodial or Estate Accounts

(1) John B. Smith, Cust. f/b/o John B.
Smith, Jr. UGMA/UTMA........................... John B. Smith

(2) Estate of John B. Smith........................ John B. Smith, Jr.
Executor
</TABLE>

<PAGE>

GLOBAL HIGH INCOME DOLLAR FUND INC.
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6114

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

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 17, 2000

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

This statement is furnished to the shareholders of Global High Income
Dollar Fund Inc. ('Fund') in connection with the board of directors'
solicitation of proxies to be used at the annual meeting of the shareholders of
the Fund to be held on February 17, 2000, or any adjournment or adjournments
thereof. This proxy statement and the related proxy card will first be mailed to
shareholders on or about December 30, 1999.

A majority of the shares outstanding on December 17, 1999, represented in
person or by proxy, must be present for the transaction of business at the
meeting. In the event that a quorum is not present at the annual meeting, or if
a quorum is present at the annual meeting but sufficient votes to approve any of
the proposals are not received, the persons named as 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 such adjournment.
A shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.

Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as shares present for purposes of determining whether a quorum is present but
will not be voted for or against any adjournment or proposal. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
but will have no effect on Proposals 1 and 2, for which the required vote is a
plurality and majority, respectively, of the votes cast.

The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you give no voting instructions, your shares will be voted
FOR the ten nominees for directors named herein and FOR the remaining proposals
described in this proxy statement. You may revoke any proxy card by giving
another proxy or by letter or telegram revoking the initial proxy. To be
effective, your revocation must be received by the Fund prior to the meeting and
must indicate your name and account number. In addition, if you attend the
meeting in person you may, if you wish, vote by ballot at the meeting, thereby
cancelling any proxy previously given.

As of the record date, December 17, 1999, the Fund had 20,736,667 shares of
common stock outstanding. The solicitation of proxies, the cost of which will be
borne by the Fund, will be made primarily by mail but also may include telephone
or oral communications by regular employees of Mitchell Hutchins Asset
Management Inc. ('Mitchell Hutchins') or PaineWebber Incorporated
('PaineWebber'), who will not receive any compensation therefor from the Fund.
Management does not know of any person who owns

<PAGE>

beneficially 5% or more of the shares of the Fund. Each full share of the Fund
outstanding is entitled to one vote and each fractional share of the Fund
outstanding is entitled to a proportionate share of one vote.

Mitchell Hutchins serves as the Fund's investment adviser and
administrator. Mitchell Hutchins is a wholly owned asset management subsidiary
of PaineWebber, which is a wholly owned subsidiary of Paine Webber Group Inc.
('PW Group'), a publicly held financial services holding company. The principal
business address of each of PaineWebber and PW Group is 1285 Avenue of the
Americas, New York, New York 10019-6028. The principal business address of
Mitchell Hutchins is 51 West 52nd Street, New York, New York 10019-6114.

The Fund's annual report containing financial statements for the fiscal
year ended October 31, 1999, is being mailed to shareholders concurrently with
this proxy statement.

PROPOSAL 1. ELECTION OF DIRECTORS

Proposal 1 relates to the election of directors of the Fund. Management
proposes the election of the ten nominees named in the table below. Each
nominee, including those who are not 'interested persons' of the Fund as that
term is defined by the Investment Company Act of 1940 ('1940 Act') ('Independent
Directors'), has indicated his or her willingness to serve if elected. If
elected, each nominee will hold office until the next annual meeting of
shareholders or until his or her successor is elected and qualified. Unless you
give contrary instructions on the enclosed proxy card, your shares will be voted
FOR the election of the ten nominees. If any of the nominees should withdraw or
otherwise become unavailable for election, your shares will be voted FOR such
other nominee or nominees as management may recommend.

Mr. Bewkes has served as a director from the Fund's inception except for a
brief period in 1993. Messrs. Armstrong and Burt have served as directors of the
Fund since February 16, 1995. Other than Mr. Storms, each of the other remaining
directors was first elected to the board on April 11, 1996. On May 13, 1999, the
board increased the number of board members to ten and appointed Mr. Storms to
fill the vacancy created by the expansion. Directors shall be elected by the
affirmative vote of a plurality of the votes cast for the election of directors,
present in person or by proxy and entitled to vote thereon, provided a quorum is
present. If each of the ten nominees is elected, they will constitute the entire
board of directors of the Fund. None of the current directors and executive
officers (21 persons) beneficially owned any shares of the Fund on November 30,
1999.

<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS NOVEMBER 30, 1999**
------------ ------------------------------------ -------------------
<S> <C> <C>
Margo N. Alexander*; 52 Director and president. Mrs. Alexander is --
Chairman (since March 1999), chief executive
officer and a director of Mitchell Hutchins
(since January 1995) and an executive vice
president and a director of PaineWebber (since
March 1984). Mrs. Alexander is president and a
director or trustee of 32 investment companies
for which Mitchell Hutchins, PaineWebber or one
of their affiliates serves as investment
adviser.

Richard Q. Armstrong; 64 Director. Mr. Armstrong is chairman and --
principal of R.Q.A. Enterprises (management
consulting firm) (since April 1991 and principal
occupation since March 1995). Mr. Armstrong was
chairman of the board, chief executive officer
and co-owner of Adirondack Beverages (producer
and distributor of soft drinks and sparking/still
waters) (October 1993-March 1995). He was a
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS NOVEMBER 30, 1999**
------------ ------------------------------------ -------------------
<S> <C> <C>
partner of The New England Consulting Group
(management consulting firm) (December
1992-September 1993). He was managing director
of LVMH U.S. Corporation (U.S. subsidiary of the
French luxury goods conglomerate, Louis Vuitton
Moet Hennessey Corporation) (1987-1991) and
chairman of its wine and spirits subsidiary,
Schieffelin & Somerset Company (1987-1991). Mr.
Armstrong is also a director or trustee of 31
investment companies for which Mitchell Hutch-
ins, PaineWebber or one of their affiliates
serves as investment adviser.

E. Garrett Bewkes, Jr.*; 73 Director and chairman of the board of directors. --
Mr. Bewkes is a director of PW Group (holding
company of PaineWebber and Mitchell Hutchins).
Prior to December 1995, he was a consultant to
PW Group. Prior to 1988, he was chairman of the
board, president and chief executive officer of
American Bakeries Company. Mr. Bewkes is also a
director of Interstate Bakeries Corporation. Mr.
Bewkes is a director or trustee of 35 investment
companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as
investment adviser.

Richard R. Burt; 52 Director. Mr. Burt is chairman of IEP Advisors, --
LLP (international investments and consulting
firm) (since March 1994) and a partner of
McKinsey & Company (management consulting firm)
(since 1991). He is also a director of
Archer-Daniels-Midland Co. (agricultural
commodities), Hollinger International Co.
(publishing) and Homestake Mining Corp. (gold
mining). He is also Chairman of Weirton Steel
Corp. (makes and finishes steel products) (since
April 1996) and vice chairman of Anchor Gaming
(provides technology to gaming and wagering
industry) (since July 1999). He was the chief
negotiator in the Strategic Arms Reduction Talks
with the former Soviet Union (1989-1991) and the
U.S. Ambassador to the Federal Republic of
Germany (1985-1989). Mr. Burt is a director or
trustee of 31 investment companies for which
Mitchell Hutchins, PaineWebber or one of their
affiliates serves as investment adviser.

Mary C. Farrell*; 50 Director. Ms. Farrell is a managing director, --
senior investment strategist and member of the
Investment Policy Committee of PaineWebber. Ms.
Farrell joined PaineWebber in 1982. She is a
member of the Financial Women's Association and
Women's Economic Roundtable and appears as a
regular panelist on Wall $treet Week with Louis
Rukeyser. She also serves on the Board of
Overseers of New York University's Stern School
of Business. Ms. Farrell is a director or
trustee of 30 investment companies for which
Mitchell Hutchins,
</TABLE>

<PAGE>

Meyer Feldberg; 57 Director. Mr. Feldberg is Dean and Professor of --
Management of the Graduate School of Business,
Columbia University. Prior to 1989, he was
president of the Illinois Institute of
Technology. Dean Feldberg is also a director of
Primedia Inc. (publishing), Federated Department
Stores, Inc. (operator of department stores) and
Revlon, Inc. (cosmetics). Dean Feldberg is a
director or trustee of 34 investment companies
for which Mitchell Hutchins, PaineWebber or one
of their affiliates serves as investment
adviser.

George W. Gowen; 70 Director. Mr. Gowen is a partner in the law firm --
of Dunnington, Bartholow & Miller. Prior to May
1994, he was a partner in the law firm of Fryer,
Ross & Gowen. Mr. Gowen is a director or trustee
of 34 investment companies for which Mitchell
Hutchins, PaineWebber or one of their affiliates
serves as investment adviser.

Frederic V. Malek; 63 Director. Mr. Malek is chairman of Thayer --
Capital Partners (merchant bank). From January
1992 to November 1992, he was campaign manager
of Bush-Quayle '92. From 1990 to 1992, he was
vice chairman and, from 1989 to 1990, he was
president of Northwest Airlines Inc. and NWA
Inc. (holding company of Northwest Airlines
Inc.). Prior to 1989, he was employed by the
Marriott Corporation (hotels, restaurants,
airline catering and contract feeding), where he
most recently was an executive vice president
and president of Marriott Hotels and Resorts.
Mr. Malek is also a director of Aegis
Communications Inc. (tele-services), American
Management Systems, Inc. (management consulting
and computer related services), Automatic Data
Processing, Inc. (computing services), CB
Richard Ellis, Inc. (real estate services), FPL
Group, Inc. (electric services), Global Vacation
Group (packaged vacations), HCR/ Manor Care,
Inc. (health care) and Northwest Airlines Inc.
Mr. Malek is a director or trustee of 31
investment companies for which Mitchell
Hutchins, PaineWebber or one of their affiliates
serves as investment adviser.

Carl W. Schafer; 63 Director. Mr. Schafer is president of the --
Atlantic Foundation (charitable foundation
supporting mainly oceanographic exploration and
research). He is a director of Labor Ready, Inc.
(temporary employment), Roadway Express, Inc.
(trucking), The Guardian Group of Mutual Funds,
the Harding, Loevner Funds, EII Realty Trust,
Evans Systems, Inc. (motor fuels, convenience
store and diversified company), Electronic
Clearing House, Inc. (financial transactions
processing), Frontier Oil Corporation and
Nutraceutix, Inc. (biotechnology company). Prior
to January 1993, he was
</TABLE>

<PAGE>

Brian M. Storms*; 45 Director. Mr. Storms is president and chief --
operating officer of Mitchell Hutchins (since
March 1999). Mr. Storms was president of
Prudential Investments (1996-1999). Prior to
joining Prudential he was a managing director at
Fidelity Investments. Mr. Storms is a director
or trustee of 31 investment companies for which
Mitchell Hutchins, PaineWebber or one of their
affiliates serves as investment adviser.
</TABLE>

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

* Mrs. Alexander, Mr. Bewkes, Ms. Farrell and Mr. Storms are 'interested
persons' of the Fund, as defined in the 1940 Act, by virtue of their
positions with Mitchell Hutchins, PaineWebber and/or PW Group.

** Unless otherwise stated, as of the date indicated, each director had sole
voting and investment power of any shares owned.

The board of directors of the Fund met six times during the fiscal year
ended October 31, 1999. Each of the directors attended 75% or more of the board
meetings during the last fiscal year. The Audit and Contract Review Committee
('ACR Committee') of the board currently consists of Messrs. Armstrong, Burt,
Feldberg, Gowen, Malek and Schafer. The ACR Committee has established a
sub-committee that periodically reviews the contractual and audit arrangements
for the Fund and reports back to the full ACR Committee. Messrs. Burt, Feldberg
and Schafer are members of this sub-committee. Each member of the Fund's ACR
Committee is also a member of a similar committee established by the boards of
other investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser and also may be a member of a sub-committee established by
another fund's audit and contract review committee. The duties of the ACR
Committee are: (a) to review the financial and accounting policies of the Fund,
including internal accounting control procedures, and to review reports prepared
by the Fund's independent accountants, including reports on the Fund's financial
statements; (b) to review and recommend approval or disapproval of audit and
non-audit services and the fees charged for such services; (c) to evaluate the
independence of the independent accountants and to recommend whether to retain
such independent accountants for the next fiscal year; and (d) to report to the
board and make such recommendations as it deems necessary. The ACR Committee and
the related sub-committee each met once during the fiscal year ended
October 31, 1999. Each member of the ACR Committee and sub-committee attended
those meetings.

The board does not have a standing nominating or compensation committee.
The Fund pays the Independent Directors $1,000 annually and up to $150 for each
board meeting and for each separate meeting of a board committee. The chairmen
of the audit and contract review committees of individual funds within the
PaineWebber fund complex each receive additional compensation aggregating
$15,000 annually from the relevant funds. Directors of the Fund who are
'interested persons' as defined in the 1940 Act receive no compensation from the
Fund. Directors are reimbursed for any expenses incurred in attending meetings.
Each director will be subject to mandatory retirement at the end of the year in
which he or she becomes 72 years old. The board has waived this requirement with
respect to Mr. Bewkes for the next year. The table below includes certain
information relating to the compensation of the Fund's directors.

<PAGE>
COMPENSATION TABLE'D'

<TABLE>
<CAPTION>
AGGREGATE TOTAL
COMPENSATION COMPENSATION FROM
NAME OF FROM THE FUND AND
PERSON, POSITION THE FUND* THE FUND COMPLEX**
- ----------------------------------------------------------- ------------ ------------------
<S> <C> <C>
Richard Q. Armstrong, Director............................. $1,780 $101,372
Richard R. Burt, Director.................................. $1,750 $101,372
Meyer Feldberg, Director................................... $2,432 $116,222
George W. Gowen, Director.................................. $1,780 $108,272
Frederic V. Malek, Director................................ $1,780 $101,372
Carl W. Schafer, Director.................................. $1,780 $101,372
</TABLE>

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

'D' Only independent members of the board are compensated by the Fund and
identified above; directors who are 'interested persons,' as defined by
the 1940 Act, do not receive compensation.

* Represents fees paid to each director during the fiscal year ended October
31, 1999.

** Represents total compensation paid to each director by 31 investment
companies (34 in the case of Mr. Feldberg) for which Mitchell Hutchins,
PaineWebber or one of their affiliates served as investment adviser during
the twelve months ended December 31, 1998; no fund within the complex has a
bonus, pension, profit sharing or retirement plan.

PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Fund's financial statements for the fiscal year ended October 31, 1999,
were audited by PricewaterhouseCoopers LLP ('PricewaterhouseCoopers'),
independent accountants. In addition, PricewaterhouseCoopers prepares the Fund's
federal and state annual income tax returns.

The board of directors of the Fund has selected PricewaterhouseCoopers as
the independent accountants for the Fund for the fiscal year ending October 31,
2000, subject to ratification by shareholders of the Fund at the annual meeting.
PricewaterhouseCoopers has been the Fund's independent accountants since its
inception in October 1993. The ratification of PricewaterhouseCoopers as
independent accountants is to be voted upon at the annual meeting, and it is
intended that the persons named in the accompanying proxy will vote FOR such
ratification unless contrary instructions are given. PricewaterhouseCoopers has
informed the Fund that it has no material direct or indirect financial interest
in the Fund. The affirmative vote of the holders of a majority of the shares of
the Fund cast at the annual meeting is required for ratification, provided a
quorum is present.

Representatives of PricewaterhouseCoopers are not expected to be present at
the meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE 'FOR' PROPOSAL 2.

EXECUTIVE OFFICERS

Officers of the Fund are appointed by the directors and serve at the
pleasure of the board. None of the Fund's officers currently receives any
compensation from the Fund. The executive officers of the Fund, in addition to
Mrs. Alexander (about whom information is given previously), are:

JOHN J. LEE, age 31, vice president and assistant treasurer of the
Fund (appointed May 1998). Mr. Lee is a vice president and a manager of the
mutual fund finance department of Mitchell Hutchins.

<PAGE>

Prior to September 1997, he was an audit manager in the financial services
practice of Ernst & Young LLP. Mr. Lee is a vice president and assistant
treasurer of 32 investment companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as investment adviser.

KEVIN MAHONEY, age 34, vice president and assistant treasurer of the
Fund (appointed May 1999). Mr. Mahoney is a first vice president and senior
manager of the mutual fund finance department of Mitchell Hutchins. From
August 1996 through March 1999, he was the manager of the mutual fund
internal control group of Salomon Smith Barney. Prior to August 1996, he
was an associate and assistant treasurer for BlackRock Financial Management
L.P. Mr. Mahoney is a vice president and assistant treasurer of 32
investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serves as investment adviser.

DENNIS MCCAULEY, age 53, vice president of the Fund (appointed
September 1995). Mr. McCauley is a managing director and chief investment
officer-fixed income of Mitchell Hutchins. Prior to December 1994, he was
director of fixed income investments of IBM Corporation. Mr. McCauley is a
vice president of 22 investment companies for which Mitchell Hutchins,
PaineWebber or one their affiliates serves as investment adviser.

ANN E. MORAN, age 42, vice president and assistant treasurer of the
Fund (appointed June 1993). Ms. Moran is a vice president and a manager of
the mutual fund finance department of Mitchell Hutchins. Ms. Moran is a
vice president and assistant treasurer of 32 investment companies for which
Mitchell Hutchins, PaineWebber or one of their affiliates serves as
investment adviser.

DIANNE E. O'DONNELL, age 47, vice president and secretary of the Fund
(appointed February 1993). Ms. O'Donnell is a senior vice president and
deputy general counsel of Mitchell Hutchins. Ms. O'Donnell is a vice
president and secretary of 31 investment companies and a vice president and
assistant secretary of one investment company for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as investment adviser.

EMIL POLITO, age 39, vice president of the Fund (appointed September
1996). Mr. Polito is a senior vice president and director of operations and
control for Mitchell Hutchins. Mr. Polito is a vice president of 32
investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serves as investment adviser.

VICTORIA E. SCHONFELD, age 49, vice president of the Fund (appointed
May 1994). Ms. Schonfeld is a managing director and general counsel of
Mitchell Hutchins since May 1994 and a senior vice president of PaineWebber
Incorporated since July 1995. Ms. Schonfeld is a vice president of 31
investment companies and a vice president and secretary of one investment
company for which Mitchell Hutchins, PaineWebber or one of their affiliates
serves as investment adviser.

PAUL H. SCHUBERT, age 36, vice president (appointed September 1994)
and treasurer (appointed May 1997) of the Fund. Mr. Schubert is a senior
vice president and the director of the mutual fund finance department of
Mitchell Hutchins. From August 1992 to August 1994, he was a vice president
at BlackRock Financial Management L.P. Mr. Schubert is a vice president and
treasurer of 32 investment companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as investment adviser.

BARNEY A. TAGLIALATELA, age 38, vice president and assistant treasurer
of the Fund (appointed May 1997). Mr. Taglialatela is a vice president and
a manager of the mutual fund finance department of Mitchell Hutchins. Prior
to February 1995, he was a manager of the mutual fund finance division of
Kidder Peabody Asset Management, Inc. Mr. Taglialatela is a vice president
and assistant treasurer of 32

<PAGE>

investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serves as investment adviser.

STUART WAUGH, age 44, vice president of the Fund (appointed February
1993). Mr. Waugh is a managing director and a portfolio manager of Mitchell
Hutchins responsible for global fixed income investments and currency
trading. Mr. Waugh is a vice president of five investment companies for
which Mitchell Hutchins, PaineWebber or one of their affiliates serves as
investment adviser.

KEITH A. WELLER, age 38, vice president and assistant secretary of the
Fund (appointed September 1995). Mr. Weller is a first vice president and
associate general counsel of Mitchell Hutchins. Prior to joining Mitchell
Hutchins in June 1995, he was an attorney with the law firm of Brown &
Wood. Mr. Weller is a vice president and assistant secretary of 31
investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serves as investment adviser.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Fund is not aware of any outstanding report required to be filed
pursuant to Section 16(a) of the Securities Exchange Act of 1934.

SHAREHOLDER PROPOSALS

Any shareholder who wishes to submit proposals to be considered at the
Fund's 2001 annual meeting of shareholders should send such proposals to the
Fund at 51 West 52nd Street, New York, New York 10019-6114. In order to be
considered at that meeting, shareholder proposals must be received by the Fund
no later than September 1, 2000 and must satisfy the other requirements of the
federal securities laws.

OTHER BUSINESS

Management knows of no business to be presented at the meeting other than
the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of the Fund.

By order of the board of directors,

DIANNE E. O'DONNELL
Secretary

December 30, 1999

IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.

<PAGE>

- ----------------
GLOBAL
HIGH INCOME
DOLLAR FUND INC.
- ----------------

------------------------
GLOBAL
HIGH INCOME
DOLLAR FUND INC.
------------------------

-----------------
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
FEBRUARY 17, 2000
AND
PROXY STATEMENT
-----------------

PROXY
STATEMENT

<PAGE>

APPENDIX A
PROXY CARD

PROXY
GLOBAL HIGH INCOME DOLLAR FUND INC.
ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 17, 2000

The undersigned hereby appoints as proxies Keith A. Weller and Evelyn De Simone
and each of them (with power of substitution) to vote for the undersigned all
shares of common stock of the undersigned at the aforesaid meeting and any
adjournment thereof with all the power the undersigned would have if personally
present. The shares represented by this proxy will be voted as instructed.
UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY
TO VOTE 'FOR' ALL PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF GLOBAL HIGH INCOME DOLLAR FUND INC.

YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed envelope to: PFPC Inc., P.O. Box 9426, Wilmington, DE 19809-9938. PFPC
Inc. has been engaged to forward the enclosed proxy material and to tabulate
proxies returned by mail.

PLEASE INDICATE YOUR VOTE BY AN 'X' IN THE APPROPRIATE BOX BELOW. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE 'FOR'
<TABLE>

<S> <C> <C> <C>
FOR
FOR ALL WITH-
ALL OR EXCEPT OR HOLD
1. ELECTION OF DIRECTORS [ ] [ ] [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW AND MARK CENTER BOX TO RIGHT.)

Margo N. Alexander, Richard Q. Armstrong, E. Garrett Bewkes, Jr.,
Richard R. Burt, Mary C. Farrell, Meyer Feldberg, George W. Gowen,
Frederic V. Malek, Carl W. Schafer, Brian Storms.

FOR AGAINST ABSTAIN
2. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's independent [ ] [ ] [ ]
accountants for the fiscal year ending October 31, 2000.

</TABLE>

Continued and to be signed on reverse side

<PAGE>

This proxy will not be voted unless it is dated and signed exactly as instructed
below:

If shares are held by an
individual, sign your name
exactly as it appears on this
card. If shares are held
jointly, either party may
sign, but the name of the
party signing should conform
exactly to the name shown on
this proxy card. If shares are
held by a corporation,
partnership or similar
account, the name and the
capacity of the individual
signing the proxy card should
be indicated unless it is
reflected in the form of
registration. For example:
'ABC Corp., John Doe,
Treasurer.'

Sign exactly as name appears hereon.
_____________________________ (L.S.)
_____________________________ (L.S.)
Date _______________________ , 2000

STATEMENT OF DIFFERENCES

The dagger symbol shall be expressed as.................................'D'