<PAGE>
SCHEDULE 14A
(Rule 14a-101)
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
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MUNIASSETS FUND, INC.
----------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MUNIASSETS FUND, INC.
----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / 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>
MUNIASSETS FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
------------------------
OCTOBER 14, 1996
TO THE STOCKHOLDERS OF MUNIASSETS FUND, INC.:
Notice is hereby given that the 1996 Annual Meeting of Stockholders (the
'Meeting') of MuniAssets Fund, Inc. (the 'Fund') will be held at the offices of
Merrill Lynch Asset Management, L.P. ('MLAM'), 800 Scudders Mill Road,
Plainsboro, New Jersey 08536, on Monday, October 14, 1996 at 9:30 A.M. for the
following purposes:
(1) To elect two Class I Directors for a term of two years and two
Class II Directors for a term of three years;
(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche 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 August 12, 1996
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 September 1, 1996, 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
MARK B. GOLDFUS
Secretary
Plainsboro, New Jersey
Dated: August 29, 1996
<PAGE>
PROXY STATEMENT
------------------------
MUNIASSETS FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1996 ANNUAL MEETING OF STOCKHOLDERS
------------------------
OCTOBER 14, 1996
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniAssets Fund, Inc., a Maryland
corporation (the 'Fund'), to be voted at the 1996 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 08536,
on Monday, October 14, 1996 at 9:30 A.M. The approximate mailing date of this
Proxy Statement is September 3, 1996.
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 nominees for Directors, 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.
The Board of Directors has fixed the close of business on August 12, 1996
as 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 August 12, 1996, the Fund had outstanding
10,424,616 shares of common stock, par value $.10 per share ('Common Stock'). To
the knowledge of the Fund, as of August 12, 1996, no person is the beneficial
owner of more than five percent of the outstanding shares of Common Stock.
Approval of Items 1 and 2 below will require the affirmative vote of the
holders of a majority of the Fund's stockholders, voting in person or by proxy,
at a meeting in which a quorum is present and duly constituted. 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.
ITEM 1. ELECTION OF DIRECTORS
At the Meeting, two Class I Directors and two Class II Directors will be
elected to serve for a term of two years and a term of three years,
respectively, 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) in favor of Arthur Zeikel and Robert S. Salomon,
Jr. as Class I Directors and Joe Grills and Walter Mintz as Class II
<PAGE>
Directors. 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.
Pursuant to the Fund's By-Laws, the terms of office of the Directors are
staggered. The Board of Directors is divided into three classes, designated
Class I, Class II and Class III, with each class having a term of three years.
Each year the term of one class expires. Class I consists of Arthur Zeikel and
Robert S. Salomon, Jr. Class II consists of Joe Grills and Walter Mintz. Class
III consists of Melvin R. Seiden and Stephen B. Swensrud. Only the Directors in
Class I and Class II are being considered for election at this Meeting. All of
the Directors have been members of the Board of Directors of the Fund since the
Fund's initial public offering in 1993, except Joe Grills, who has been a member
of the Board of Directors of the Fund since January 1994, and Robert S. Salomon,
Jr., who has been a member of the Board of Directors of the Fund since January
1996.
Certain information concerning the Directors (which includes the nominees)
is set forth as follows:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
BENEFICIALLY
PRINCIPAL OCCUPATIONS OWNED AT
DURING PAST FIVE YEARS DIRECTOR AUGUST 12,
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE 1996
- ---------------------------------------- ---- ---------------------------------------- -------- -------------
<S> <C> <C> <C> <C>
Joe Grills(1)(2) ....................... 61 Member of the Committee of Investment of 1994 0
183 Soundview Lane Employee Benefit Assets of the
New Canaan, Connecticut 06840 Financial Executives Institute
('CIEBA') since 1986; Member of
CIEBA's Executive Committee since 1988
and its Chairman from 1991 to 1992;
Assistant Treasurer of International
Business Machines Incorporated ('IBM')
and Chief Investment Officer of IBM
Retirement Funds from 1986 until 1993;
Member of the Investment Advisory
Committee of the State of New York
Common Retirement Fund; Director, Duke
Management Company (real estate
management) since 1993; Director,
LaSalle Street Fund since 1995.
Walter Mintz(1)(2) ..................... 67 Special Limited Partner of Cumberland 1993 0
1114 Avenue of the Americas Associates (investment partnership)
New York, New York 10036 since 1982.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
BENEFICIALLY
PRINCIPAL OCCUPATIONS OWNED AT
DURING PAST FIVE YEARS DIRECTOR AUGUST 12,
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE 1996
- ---------------------------------------- ---- ---------------------------------------- -------- -------------
<S> <C> <C> <C> <C>
Robert S. Salomon, Jr.(1)(2)(3) ........ 59 Principal of STI Management (investment 1996 0
106 Dolphin Cove Quay adviser); Chairman and CEO of Salomon
Stamford, Connecticut 06902 Brothers Asset Management Inc from
1992 to 1995; Chairman of Salomon
Brothers equity mutual funds from 1992
to 1995; Director of Stock Research
and U.S. Equity Strategist at Salomon
Brothers Inc from 1975 to 1991;
Director, Common Fund and the Norwalk
Community Technical College
Foundation.
Melvin R. Seiden(1)(2) ................. 65 President of Silbanc Properties, Ltd. 1993 0
780 Third Avenue (real estate, investment and
Suite 2502 consulting) since 1987.
New York, New York 10017
Stephen B. Swensrud(1)(2) .............. 63 Principal of Fernwood Associates since 1993 0
24 Federal Street 1975 (financial consultants);
Suite 400 Principal of Fernwood Advisers since
Boston, Massachusetts 02110 1996 (investment adviser).
Arthur Zeikel(1)(4) .................... 64 President of Fund Asset Management, L.P. 1993 0
P.O. Box 9011 ('FAM') (which term as used hereunder
Princeton, New Jersey 08543-9011 includes its corporate predecessors)
since 1977; President of MLAM (which
term as used hereunder includes its
corporate predecessors) since 1977;
President and Director of Princeton
Services, Inc. ('Princeton Services')
since 1993; Executive Vice President
of Merrill Lynch & Co., Inc.
('ML&Co.') since 1990; Executive Vice
President of Merrill Lynch, Pierce,
Fenner & Smith Incorporated ('Merrill
Lynch') from 1990 to 1995 and a Senior
Vice President thereof from 1985 to
1990; Director of Merrill Lynch Funds
Distributor, Inc. ('MLFD').
</TABLE>
- ---------------
(1) Each of the directors 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.
(3) On January 17, 1996, Robert S. Salomon, Jr. was elected a Director of the
Fund to fill the vacancy created by the retirement of Harry Woolf, who
retired as a Director, effective December 31, 1995, pursuant to the Fund's
retirement policy.
(4) Interested person, as defined in the Investment Company Act of 1940, as
amended (the 'Investment Company Act'), of the Fund.
3
<PAGE>
Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
'interested persons' of the Fund within the meaning of 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 May 31, 1996, the Board of Directors held four
meetings and the Audit Committee held four meetings. Each of the Directors then
in office attended at least 75% of the total number of meetings of the Board of
Directors. Each member of the Audit Committee then in office attended at least
75% of 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.
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 as a result of the position 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 investment adviser, pays all
compensation of 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 the investment adviser a fee of $2,000 per year plus $500 per
regular 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 a fee of $2,000 per year plus $500 per meeting attended,
together with such Director's out-of-pocket expenses relating to attendance at
such meetings. These fees and expenses aggregated $31,582 for the fiscal year
ended May 31, 1996.
The following table sets forth for the fiscal year ended May 31, 1996,
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ending December 31, 1995, the aggregate compensation paid
4
<PAGE>
by all investment companies advised by FAM and its affiliate, MLAM ('FAM/MLAM
Advised Funds'), to the non-affiliated 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>
Joe Grills(1).......................... $6,200 None $ 153,883
Walter Mintz(1)........................ $6,200 None $ 153,883
Robert S. Salomon, Jr.(1)(2)........... $3,167 None $ 0
Melvin R. Seiden(1).................... $6,200 None $ 153,883
Stephen B. Swensrud(1)................. $5,200 None $ 161,883
Harry Woolf(1)......................... $4,200 None $ 153,883
</TABLE>
- ------------------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows:
Mr. Grills (18 registered investment companies consisting of 38
portfolios); Mr. Mintz (18 registered investment companies consisting of 38
portfolios); Mr. Salomon (18 registered investment companies consisting of
38 portfolios); Mr. Seiden (18 registered investment companies consisting of
38 portfolios); Mr. Swensrud (20 registered investment companies consisting
of 49 portfolios); and Mr. Woolf, prior to his retirement, effective
December 31, 1995, pursuant to the Fund's retirement policy (18 registered
investment companies consisting of 38 portfolios).
(2) Mr. Salomon was elected a Director of the Fund on January 17, 1996.
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 1993
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; Executive Vice President of Merrill Lynch from 1990 to 1995 and
Senior Vice President thereof from 1985 to 1990; Director of MLFD.
Terry K. Glenn ................................................................ Executive Vice 55 1993
Executive Vice President of FAM and MLAM since 1983; Executive Vice President President
and Director of Princeton Services since 1993; President of MLFD since 1986
and Director thereof since 1991; President of Princeton Administrators, L.P.
since 1988.
Vincent R. Giordano ........................................................... Senior Vice 51 1993
Senior Vice President of FAM and MLAM since 1984 and Vice President of MLAM President
from 1980 to 1984; Portfolio Manager of FAM and MLAM since 1977; Senior Vice
President of Princeton Services since 1993.
Kenneth A. Jacob .............................................................. Vice President 45 1993
Vice President of FAM and MLAM since 1984; employed by MLAM since 1978;
Portfolio Manager of the Fund since 1993.
Donald C. Burke ............................................................... Vice President 36 1993
Vice President and Director of Taxation of MLAM since 1990; Employee of
Deloitte & Touche LLP from 1982 to 1990.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ------------------------------------------------------------------------------- --------------- ---- -------
<S> <C> <C> <C>
Gerald M. Richard ............................................................. Treasurer 47 1993
Senior Vice President and Treasurer of FAM and MLAM since 1984; Senior Vice
President and Treasurer of Princeton Services since 1993; Treasurer of MLFD
since 1984 and Vice President since 1981.
Mark B. Goldfus ............................................................... Secretary 49 1993
Vice President of FAM and MLAM since 1985.
</TABLE>
Stock Ownership. At August 12, 1996, the Directors and officers of the
Fund as a group (12 persons) owned an aggregate of less than 1/4 of 1% of the
Common Stock of the Fund outstanding at such date. At such date, Mr. Zeikel, a
Director of the Fund, and the 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 Deloitte &
Touche LLP ('D&T'), independent auditors, to examine the financial statements of
the Fund for the current fiscal year. The Fund knows of no direct or indirect
financial interest of D&T 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.
D&T also acts as independent auditors for ML&Co. and all of its
subsidiaries and for substantially all of the other investment companies for
which FAM or MLAM acts as investment adviser. The fees received by D&T from
these other entities are substantially greater, in the aggregate, than the total
fees received by it from the Fund. The Board of Directors of the Fund considered
the fact that D&T has been retained as the independent auditors for ML&Co. and
the other entities described above in its evaluation of the independence of D&T
with respect to the Fund.
Representatives of D&T 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 the Fund 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
6
<PAGE>
will be voted 'FOR' the Director nominees and 'FOR' the ratification of D&T as
independent auditors for the Fund.
Broker-dealer firms, including Merrill Lynch, 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
stockholders 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 the purposes of a quorum. Merrill
Lynch 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 have no effect on the vote on Item 1 or
Item 2.
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 May 31, 1996 to any stockholder upon request. Such requests
should be directed to MuniAssets Fund, Inc., P.O. Box 9011, Princeton, New
Jersey 08543-9011, Attention: Mark B. Goldfus, Secretary or to 1-800-456-4587
ext. 123.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1997 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in October 1997,
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 May 6, 1997.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Dated: August 29, 1996
7
<PAGE>
COMMON STOCK
MUNIASSETS FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Mark B. Goldfus as proxies, each with the power to appoint his
substitute, and authorizes each of them to represent and to vote, as
designated on the reverse hereof, all the Common Stock of MuniAssets
Fund, Inc. (the "Fund") held of record by the undersigned on August 12,
1996 at the Annual Meeting of Stockholders of the Fund to be held on
October 14, 1996 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>
1. To elect two Class I Directors for a term of two years and two Class II
Directors for a term of three years.
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed
below / /
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT PARTICULAR NOMINEE'S NAME IN THE LIST BELOW.)
Class I Class II
Arthur Zeikel Joe Grills
Robert S. Salomon, Jr. Walter Mintz
2. To consider and act upon a proposal to ratify the selection of Deloitte &
Touche LLP to serve as independent auditors of the Fund for its current
fiscal year. FOR / / AGAINST / / ABSTAIN / /
3. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
Please sign this proxy in the space provided below.
Execution by stockholders who are not individuals
must be made by an authorized signatory.
Dated:_____________________________________, 1996
X _______________________________________________
Name of Stockholder
X _______________________________________________
Signature
PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK. PLEASE SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
