AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON July 14, 1999
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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MUNIYIELD INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
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(Name of Registrant as Specified In Its Charter)
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(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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
---------
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
MUNIASSETS FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
----------------
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
----------------
August 25, 1999
TO THE STOCKHOLDERS OF MUNIASSETS FUND, INC.:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders (the
"Meeting") of MuniAssets Fund, Inc. (the "Fund") will be held at the offices of
Fund Asset Management, L.P. ("FAM"), 800 Scudders Mill Road, Plainsboro, New
Jersey 08536, on Wednesday, August 25, 1999 at 10:15 A.M. for the following
purposes:
(1) To elect three 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 ("D&T") 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 June 30, 1999 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 August 11, 1999, 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
Bradley J. Lucido
Secretary
Plainsboro, New Jersey
Dated: July 14, 1999
<PAGE>
PROXY STATEMENT
----------------
MUNIASSETS FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
----------------
1999 ANNUAL MEETING OF STOCKHOLDERS
----------------
August 25, 1999
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 1999 Annual Meeting of Stockholders
of the Fund (the "Meeting"), to be held at the offices of Fund Asset Management,
L.P. ("FAM"), 800 Scudders Mill Road, Plainsboro, New Jersey 08536, on
Wednesday, August 25, 1999 at 10:15 A.M. The approximate mailing date of this
Proxy Statement is July 14, 1999.
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 June 30, 1999 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 June 30, 1999, the Fund had outstanding
10,432,191 shares of common stock, par value $.10 per share ("Common Stock"). To
the knowledge of the Fund, as of June 30, 1999, no person is the beneficial
owner of more than five percent of the outstanding shares of Common Stock.
Approval of Proposals 1 and 2 below will require the affirmative vote of
the holders of a majority of the Fund's shares of Common Stock, 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
Proposals 1 and 2 of the Notice of Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
<PAGE>
PROPOSAL 1. ELECTION OF DIRECTORS
At the Meeting, three Class II Directors will be elected to serve for a
term of three years 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 Joe Grills, Terry K. Glenn and
Walter Mintz as Class II 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, Terry K. Glenn and
Walter Mintz. Class III consists of Melvin R. Seiden and Stephen B. Swensrud.
Only the Directors in 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,
Robert S. Salomon, Jr., who has been a member of the Board of Directors of the
Fund since January 1996, and Terry K. Glenn, who has been a member of the Board
of Directors of the Fund since March, 1999.
2
<PAGE>
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 Occupation During Past Director Owned at
Name and Address of Director Age Five Years and Public Directorships(1) Since July 15, 1998
- ---------------------------- --- -------------------------------------- -------- -------------
<S> <C> <C> <C> <C>
Terry K. Glenn(1)(3) .......... 58 Executive Vice President of MLAM 1999 0
P.O. Box 9011 and FAM since 1983; Executive Vice
Princeton, New Jersey President and Director of Princeton
08543-9011 Services since 1993; President of
Princeton Funds Distributor, Inc.
("PFD") since 1983 and Director thereof
since 1991; President of Princeton
Administrators, L.P. since 1988.
Joe Grills(1)(2) .............. 64 Member of the Committee of 1994 0
P.O. Box 98 Investment of Employee Benefit Assets
Rapidan, Virginia 22733 of the 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
since 1992, elected Vice Chairman in
May 1998; Director, LaSalle Street Fund
since 1995; Director of Hotchkis &
Wiley Mutual Funds since 1996;
Director, Kimco Realty Corporation
since January 1997; Member of the
Investment Advisory Committee of the
Howard Hughes Medical Institute since
1997; Member of the Investment Advisory
Committee of the Virginia Retirement
System since 1998; Director, Montpelier
Foundation since 1998.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
of the
Fund
Beneficially
Principal Occupation During Past Director Owned at
Name and Address of Director Age Five Years and Public Directorships(1) Since July 15, 1998
- ---------------------------- --- -------------------------------------- -------- -------------
<S> <C> <C> <C> <C>
Walter Mintz(1)(2) ............ 70 Special Limited Partner of Cumberland 1993 0
1114 Avenue of the Americas Associates (investment partnership)
New York, New York 10036 since 1982.
Robert S. Salomon, Jr.(1)(2) .. 62 Principal of STI Management 1996 0
106 Dolphin Cove Quay (investment adviser) since 1994;
Stamford, Connecticut 06902 Chairman and CEO of Salomon
Brothers Asset Management from 1992 to
1995; Monthly columnist with Forbes
Magazine since 1992; 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; Trustee of the CommonFund since
1980.
Melvin R. Seiden(1)(2) ........ 68 Director of Silbanc Properties, 1993 0
780 Third Avenue Ltd. (real estate, investment and consulting)
Suite 2502 and President thereof since 1987;
New York, New York 10017 Chairman and President of Seiden & de
Cuevas, Inc. (private investment firm)
from 1964 to 1987.
Stephen B. Swensrud(1)(2) ..... 66 Chairman of Fernwood Advisors 1993 0
24 Federal Street (investment adviser) since 1996; Principal
Suite 400 of Fernwood Associates (financial
Boston, Massachusetts 02110 consultants) since 1975; Chairman of RPP
Corporation (manufacturing) since 1999.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
of the
Fund
Beneficially
Principal Occupation During Past Director Owned at
Name and Address of Director Age Five Years and Public Directorships(1) Since July 15, 1998
- ---------------------------- --- -------------------------------------- -------- -------------
<S> <C> <C> <C> <C>
Arthur Zeikel(1)(3) ........... 67 Chairman of Merrill Lynch Asset 1993 0
300 Woodland Avenue Management, L.P. ("MLAM") and FAM
Westfield, New Jersey 07090 (which terms as used hereunder include
their corporate predecessors) from 1997
to 1999; President of MLAM and FAM from
1977 to 1997; Chairman of Princeton
Services, Inc. ("Princeton Services")
from 1997 to 1999 and Director thereof
from 1993 to 1999; President of
Princeton Services from 1993 to 1997;
Executive Vice President of Merrill
Lynch & Co., Inc. ("ML & Co.") from
1990 to 1999.
</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) Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company"), of the Fund.
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, 1999, 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
5
<PAGE>
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 and Mr. Glenn to be
"interested persons" of the Fund within the meaning of Section 2(a)(19) of the
Investment Company Act as a result of the positions they currently hold or have
previously held with FAM and its affiliates. Mr. Zeikel has previously served as
the President of the Fund and the Chairman and President of FAM and MLAM. Mr.
Glenn is the President of the Fund and the Executive Vice 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 $40,284 for the fiscal year
ended May 31, 1999.
The following table sets forth for the fiscal year ended May 31, 1999,
compensation paid by the Fund to the non-interested Directors and, for the
calendar year ending December 31, 1998, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM Advised
Funds"), to the non-interested Directors.
<TABLE>
<CAPTION>
Pension or Aggregate Compensation
Retirement Benefits From Fund and
Compensation Accrued as Part FAM/MLAM Funds
Name of Director From Fund of Fund Expenses Advised Paid to Directors
- ---------------- -------------------- ------------------- -------------------------
<S> <C> <C> <C>
Joe Grills(1) ............... $8,000 None $198,333
Walter Mintz(1) ............. $8,000 None $178,583
Robert S. Salomon, Jr.(1) .. $8,000 None $178,583
Melvin R. Seiden(1) ......... $8,000 None $178,583
Stephen B. Swensrud(1) ..... $8,000 None $195,583
</TABLE>
- ----------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows:
Mr. Grills (24 registered investment companies consisting of 56
portfolios); Mr. Mintz (22 registered investment companies consisting of
43 portfolios); Mr. Salomon (22 registered investment companies consisting
of 43 portfolios); Mr. Seiden (22 registered investment companies
consisting of 43 portfolios); and Mr. Swensrud (25 registered investment
companies consisting of 58 portfolios).
Officers Of The Fund. The Board of Directors has elected seven officers of
the Fund. The following sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
Name and Principal Occupation Office Age Officer Since
- ----------------------------- ------ --- -------------
<S> <C> <C> <C>
Terry K. Glenn ..................................... President 58 1993*
Executive Vice President of FAM and MLAM since
1983; Executive President Vice President and
Director of Princeton Services since 1993;
President of Princeton Funds Distributor,
Inc. ("PFD") (formerly, Merrill Lynch Funds
Distributor, Inc.) since 1986 and Director
thereof since 1991; President of Princeton
Administrators, L.P. since 1988.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Occupation Office Age Officer Since
- ----------------------------- ------ --- -------------
<S> <C> <C> <C>
Vincent R. Giordano ................................ Senior Vice President 54 1993
Senior Vice President of FAM and MLAM since
1984; Senior Vice President of Princeton
Services since 1993.
Kenneth A. Jacob ................................... Vice President 48 1993
First Vice President of MLAM since 1997; Vice
President of MLAM from 1984 to 1997.
Donald C. Burke .................................... Vice President and Treasurer 39 1993
Senior Vice President and Treasurer of FAM and
MLAM since 1999; Senior Vice President and
Treasurer of Princeton Services since 1999;
Vice President of PFD since 1999; First Vice
President of MLAM from 1997 to 1999; Vice
President of MLAM from 1990 to 1997; Director
of Taxation of MLAM since 1990.
Theodore R. Jaeckel, Jr. ........................... Vice President 39 1997
Director (Municipal Tax-Exempt) of MLAM since
1997; Vice President of MLAM from 1991 to
1997.
John Loffredo, CFA ................................. Vice President 35 1998
First Vice President of MLAM since 1997; Vice
President of MLAM since 1991.
Bradley J. Lucido .................................. Secretary 33 1999
Vice President of MLAM since 1999; Attorney
with MLAM since 1995; Attorney in private
practice from 1991 to 1995.
</TABLE>
- ----------
*Mr. Glenn was elected President of the Fund in 1999. Prior to that he served as
Executive Vice President of the Fund.
Stock Ownership. At July 14, 1999, the Directors and officers of the Fund
as a group (12 persons) owned an aggregate of less than 1% of the Common Stock
of the Fund outstanding at such date. At such date, Messrs. Glenn and Zeikel,
Directors of the Fund, and the other officers of the Fund owned an aggregate of
less than 1% of the outstanding shares of common stock of ML & Co.
PROPOSAL 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.
7
<PAGE>
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. The Fund has retained D.F. King &
Co., Inc. to assist in the solicitation of proxies at a cost to the Fund of
approximately $3,500 plus out-of-pocket expenses.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted "FOR" the Director nominees, and "FOR" the ratification of D&T as
independent auditors for the Fund.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), holding Fund shares in "street name" for the benefit of
their customers and clients will request the instructions of such customers and
clients on how to vote their shares on each Item before the Meeting. The Fund
understands that, under the rules of the New York Stock Exchange, such
broker-dealer firms may, without instructions from their customers and clients,
grant authority to the proxies designated to vote on the election of Directors
(Proposal 1) and ratification of the selection of independent auditors (Proposal
2) if no instructions have been received prior to the date specified in the
broker-dealer firm's request for voting instructions. 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 that
are returned but that 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. MLPF&S has advised the Fund that, except as
limited by agreement or applicable law, it intends to vote shares held in its
name for which no instructions are received in the same proportion as the votes
received from the beneficial owners of these shares for which instructions have
been received, whether or not held in nominee name. 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 Proposal 1 or Proposal 2.
8
<PAGE>
Address Of Investment Adviser
The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
Annual Report Delivery
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended May 31, 1999 to any stockholder upon request. Such requests
should be directed to MuniAssets Fund, Inc., P.O. Box 9011, Princeton, New
Jersey 08543-9011, Attention: Bradley J. Lucido, Secretary or to 1-800-456-4587
ext. 123.
Stockholder Proposals
If a stockholder intends to present a proposal at the 2000 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in August 2000, 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 March 16, 2000.
Any stockholder who intends to submit a proposal at the 2000 Annual
Meeting of Stockholders without including the proposal in the proxy statement
for such Annual Meeting must notify the Fund of such proposal by May 29, 2000.
If a stockholder fails to give notice by this date, then the persons named as
proxies in the Proxies solicited by the Board of Directors for the 2000 Annual
Meeting of Stockholders may exercise discretionary voting power with respect to
any such proposal.
By Order of the Board of Directors
Bradley J. Lucido
Secretary
Dated: July 14, 1999
9
<PAGE>
MUNIASSETS FUND, INC. COMMON STOCK
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 Terry K. Glenn, Donald C. Burke and
Bradley J. Lucido 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 June 30, 1999 at the Annual Meeting of Stockholders
of the Fund to be held on August 25, 1999 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.
By signing and dating the reverse side of the card, you authorized the
proxies to vote each proposal as marked, or if not marked, to vote "FOR" each
proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting or any adjournment thereof. If you do not
intend to personally attend the meeting, please complete and return this card at
once in the enclosed envelope.
(Continued and to be signed on the reverse side)
<PAGE>
<TABLE>
<S> <C> <C>
1. To elect [three] Class II Directors FOR all nominees listed below WITHHOLD AUTHORITY
for a term of three years (except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Class II Nominees: Joe Grills, Terry K. Glenn, Walter Mintz
2. To consider and act upon a proposal to ratify the selection of Deloitte &
Touche LLP ("D&T") as the independent auditors of the Fund to serve for the
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:________________________________, 1999
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.
