AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 2000
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:
¨
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Preliminary Proxy
Statement
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¨
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy
Statement
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¨
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Definitive
Additional Materials
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¨
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Soliciting Material
Pursuant to Rule 14a-11(c) or Rule 14a-12
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MuniAssets Fund,
Inc.
P.O. Box
9011
Princeton, New
Jersey 08543-9011
(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):
¨
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Fee computed on
table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
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(1)
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Title of each class
of securities to which transaction applies:
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(2)
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Aggregate number of
securities to which transaction applies:
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(3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11
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(4)
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Proposed maximum
aggregate value of transaction:
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¨
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Fee paid previously
with preliminary materials.
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¨
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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.
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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule or
Registration Statement No.:
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(1)
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Set forth the
amount on which the filing fee is calculated and state how it was
determined.
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MUNIASSETS FUND,
INC.
P.O. Box
9011
Princeton, New
Jersey 08543-9011
NOTICE OF 2000
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 23,
2000
TO THE
STOCKHOLDERS OF
MUNIASSETS FUND,
INC.:
NOTICE IS
HEREBY GIVEN that the 2000 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 23,
2000 at 10:00 A.M. for the following purposes:
|
(1) To
elect two Class III 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.
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The Board
of Directors has fixed the close of business on June 27, 2000 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 9, 2000, 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.
If you
have any questions regarding the enclosed proxy material or need assistance
in voting your shares, please contact our proxy solicitor, Shareholder
Communications Corporation at 1-877-504-5019.
|
By Order of the
Board of Directors
|
Plainsboro, New
Jersey
Dated: July 10,
2000
PROXY
STATEMENT
MUNIASSETS FUND,
INC.
P.O. BOX
9011
PRINCETON, NEW
JERSEY 08543-9011
2000 ANNUAL
MEETING OF STOCKHOLDERS
AUGUST 23,
2000
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 2000 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 23, 2000 at 10:00
A.M. The approximate mailing date of this Proxy Statement is July 12,
2000.
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 27, 2000 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 27, 2000, 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, 2000, 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.
PROPOSAL
1. ELECTION OF DIRECTORS
At the
Meeting, two Class III 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 Melvin R. Seiden and
Stephen B. Swensrud as Class III 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 III 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.
Certain
information concerning the Directors (which includes the nominees) is set
forth as follows:
Name and Address
of Director
|
|
Age
|
|
Principal
Occupation During Past
Five Years and Public Directorships(1)
|
|
Director
Since
|
|
Shares
of Common
Stock of the
Fund
Beneficially
Owned at the
Record Date
|
Terry K. Glenn(1)(3)
P.O. Box 9011
Princeton, New Jersey
08543-9011 |
|
59 |
|
Executive Vice
President of Merrill Lynch
Investment Managers L.P. (“MLIM”) and FAM
since 1983; Executive Vice President and Director
of Princeton Services since 1993; President of FAM
Distributors, Inc. (“FAMD”) since 1983 and
Director thereof since 1991; President of Princeton
Administrators, L.P. since 1988. |
|
1999 |
|
0 |
|
|
Joe Grills(1)(2)
P.O. Box 98
Rapidan, Virginia 22733 |
|
65 |
|
Member of the
Committee of Investment of
Employee Benefit Assets of the Association for
Financial Professionals (“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; Member of the Investment
Committee of the Woodberry Forest School since
April, 2000. |
|
1994 |
|
0 |
|
|
Walter Mintz(1)(2)
1114 Avenue of the Americas
New York, New York 10036 |
|
71 |
|
Special Limited
Partner of Cumberland Associates
(investment partnership) since 1982. |
|
1993 |
|
0 |
|
|
Name and
Address of Director
|
|
Age
|
|
Principal
Occupation During Past
Five Years and Public Directorships(1)
|
|
Director
Since
|
|
Shares
of Common
Stock of the
Fund
Beneficially
Owned at the
Record Date
|
Robert S.
Salomon, Jr.(1)(2)
106 Dolphin Cove Quay
Stamford, Connecticut 06902 |
|
63 |
|
Principal of STI
Management (investment adviser)
since 1994; 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
Commonfund since 1980. |
|
1996 |
|
0 |
|
|
Melvin R.
Seiden(1)(2)
780 Third Avenue Ltd.
Suite 2502
New York, New York 10017 |
|
69 |
|
Director of
Silbanc Properties, Ltd. (real estate,
investment and consulting) since 1987; Chairman
and President of Seiden & de Cuevas, Inc. (private
investment firm) from 1964 to 1987. |
|
1993 |
|
0 |
|
|
Stephen B.
Swensrud(1)(2)
88 Broad Street, 2nd Floor
Boston, Massachusetts 02110 |
|
67 |
|
Chairman of
Fernwood Advisors (investment
adviser) since 1996; Principal of Fernwood
Associates (financial consultants) since 1975;
Chairman of RPP Corporation (manufacturing)
since 1978; Director of International Mobile
Communications, Inc. (telecommunication) since
1998. |
|
1993 |
|
0 |
|
|
Arthur
Zeikel(1)(3)
300 Woodland Avenue
Westfield, New Jersey 07090 |
|
68 |
|
Chairman of
MLIM and FAM (which terms as used
hereunder include their corporate predecessors)
from 1997 to 1999; President of MLIM 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. |
|
1993 |
|
0 |
(1)
|
Each of the
directors is a director, trustee or member of an advisory board of
certain other investment companies for which FAM or MLIM 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 Act”), 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, 2000, the Board of Directors held
four meetings and the Audit Committee held four meetings. Each of the
Directors attended at least 75% of the total number of meetings of the
Board of Directors. Each member of the Audit Committee 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 a 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 (ie.,
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 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 MLIM. Mr. Glenn is the President of the Fund and the Executive
Vice President of FAM and MLIM.
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 $40,534 for the fiscal year ended May 31,
2000.
The following table sets forth for the fiscal year ended May 31, 2000,
compensation paid by the Fund to the non-interested Directors and, for
the calendar year ending December 31, 1999, the aggregate compensation
paid by all investment companies advised by FAM and its affiliate, MLIM
(“FAM/MLIM Advised Funds”), to the non-interested
Directors.
Name of
Director
|
|
Compensation
Accrued
From Fund
|
|
Pension or
Retirement Benefits
as Part of
Fund Expenses
|
|
Aggregate
Compensation From
Fund FAM/MLIM
Advised Paid
|
| Joe
Grills(1) |
|
$8,000 |
|
None |
|
$245,250 |
| Walter
Mintz(1) |
|
$8,000 |
|
None |
|
$211,250 |
| Robert S.
Salomon, Jr.(1) |
|
$8,000 |
|
None |
|
$211,250 |
| Melvin R.
Seiden(1) |
|
$8,000 |
|
None |
|
$211,250 |
| Stephen B.
Swensrud(1) |
|
$8,000 |
|
None |
|
$232,250 |
(1)
|
The Directors
serve on the boards of FAM/MLIM Advised Funds as follows: Mr. Grills
(31 registered investment companies consisting of 47 portfolios); Mr.
Mintz (21 registered investment companies consisting of 43
portfolios); Mr. Salomon (21 registered investment companies
consisting of 43 portfolios); Mr. Seiden (21 registered investment
companies consisting of 43 portfolios); and Mr. Swensrud (30
registered investment companies consisting of 67
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:
Name and
Principal Occupation
|
|
Office
|
|
Age
|
|
Officer
Since
|
Terry K. Glenn
Executive Vice President of FAM and MLIM since 1983;
Executive President Vice President and Director of
Princeton Services since 1993; President of FAMD since
1983 and Director thereof since 1991; President of
Princeton Administrators, L.P. since 1988. |
|
President |
|
59 |
|
1993 |
* |
|
|
Vincent R.
Giordano
Senior Vice President of FAM and MLIM since 1984;
Senior Vice President of Princeton Services since 1993. |
|
Senior Vice
President |
|
55 |
|
1993 |
|
|
|
Kenneth A.
Jacob
First Vice President of MLIM since 1997; Vice President
of MLIM from 1984 to 1997. |
|
Vice
President |
|
49 |
|
1993 |
|
|
|
Donald C.
Burke
Senior Vice President and Treasurer of FAM and MLIM
since 1999; Senior Vice President and Treasurer of
Princeton Services since 1999; Vice President of FAMD
since 1999; First Vice President of MLIM from 1997 to
1999; Vice President of MLIM from 1990 to 1997. |
|
Vice
President
and Treasurer |
|
40 |
|
1993 |
|
|
|
Name
and Principal Occupation
|
|
Office
|
|
Age
|
|
Officer
Since
|
Theodore R.
Jaeckel, Jr
Director (Municipal Tax-Exempt) of MLIM since 1997;
Vice President of MLIM from 1991 to 1997. |
|
Vice
President |
|
40 |
|
1997 |
|
|
John
Loffredo, CFA
First Vice President of MLIM since 1997; Vice President
of MLIM since 1991. |
|
Vice
President |
|
36 |
|
1998 |
|
|
Bradley
J. Lucido
Vice President of MLIM since 1999; Attorney with
MLIM since 1995; Attorney in private practice from
1991 to 1995. |
|
Secretary |
|
34 |
|
1999 |
*
|
Mr. Glenn
was elected President of the Fund in 1999. Prior to that he
served as Executive Vice President of the Fund.
|
Stock Ownership. As of the
Record Date, 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.
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 MLIM 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
Shareholder Communications Corporation, 17 State Street, New York,
New York 10004, 1-877-504-5019, to assist in the solicitation of
proxies at a cost to the Fund of approximately $3,500 plus
out-of-pocket expenses estimated to be $200.
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.
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, 2000 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 2001
Annual Meeting of Stockholders of the Fund, which is anticipated
to be held in August 2001, 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 14, 2001.
Any stockholder who intends to submit a proposal at the 2001
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 27, 2001.
|
By Order
of the Board of Directors
|
Dated: July
10, 2000
| |
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 27, 2000 at the Annual Meeting of Stockholders
of the Fund to be held on August 23, 2000 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 authorize 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)
| 1. |
To elect two Class III Directors
for a term of three years |
FOR all nominees listed below
(except as marked to the contrary below) [ ] |
WITHHOLD AUTHORITY to vote for all nominees listed
below [ ] |
| |
|
| |
(INSTRUCTION: To withhold authority to vote for
any individual nominee, strike a line through the nominee's name
in the list below.) |
| |
|
| |
Class III Nominees: Melvin R. Seiden, Stephen B.
Swensrud |
| |
|
| 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 [ ] |
| |
|
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Please sign this proxy in the space provided
below. Execution by stockholders who are not individuals must be
made by an authorized signatory. |
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Dated:_________________________, 2000 |
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X _________________________________ |
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Name of Stockholder |
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X _________________________________ |
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Signature |
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Please mark boxes [ ] or [X] in blue or black ink.
Please sign, date and return this Proxy promptly using the
enclosed envelope. |
