<PAGE> 1
As filed with the Securities and Exchange Commission on April 7, 1995
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:
<TABLE>
<S> <C>
/ / 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
</TABLE>
SENIOR HIGH INCOME PORTFOLIO II, 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/ $125 per Exchange Act Rule 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:(1)
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2
SENIOR HIGH INCOME PORTFOLIO II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
------------------------
MAY 12, 1995
TO THE STOCKHOLDERS OF SENIOR HIGH INCOME PORTFOLIO II, INC.:
Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
"Meeting") of Senior High Income Portfolio II, Inc. (the "Fund") will be held at
the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, May 12, 1995, at 12:00 P.M. for the following
purposes:
(1) To elect six Directors to serve until the next Annual Meeting of
Stockholders;
(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 April 3, 1995 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 April 28, 1995 at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. 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
PATRICK D. SWEENEY
Secretary
Plainsboro, New Jersey
Dated: April 7, 1995
<PAGE> 3
PROXY STATEMENT
------------------------
SENIOR HIGH INCOME PORTFOLIO II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1995 ANNUAL MEETING OF STOCKHOLDERS
------------------------
MAY 12, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Senior High Income Portfolio II,
Inc., a Maryland corporation (the "Fund"), to be voted at the 1995 Annual
Meeting of Stockholders of the Fund (the "Meeting"), to be held at the offices
of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New
Jersey, on Friday, May 12, 1995 at 12:00 P.M. The approximate mailing date of
this Proxy Statement is April 12, 1995.
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 Board of Directors to serve for the
ensuing year, 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 at the Fund's address indicated above or by voting in person at the
Meeting.
The Board of Directors has fixed the close of business on April 3, 1995 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 April 3, 1995, the Fund had outstanding
16,610,527 shares of common stock, par value $.10 per share ("Common Stock"). To
the knowledge of the Fund, as of April 3, 1995, no person is the beneficial
owner of more than five percent of its outstanding shares of Common Stock.
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.
<PAGE> 4
ITEM 1. ELECTION OF DIRECTORS
At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders 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 the persons
designated as Directors to be elected by holders of Common Stock.
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.
Certain information concerning the nominees is set forth as follows:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
BENEFICIALLY
PRINCIPAL OCCUPATION OWNED AT
DURING PAST FIVE YEARS DIRECTOR APRIL 3,
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1) SINCE 1995
- ------------------------------ --- ---------------------------------- -------- ------------
<S> <C> <C> <C> <C>
Ronald W. Forbes(1)(2)........ 54 Professor of Finance, School of 1993 0
1400 Washington Avenue Business, State University of
Albany, New York 12222 New York at Albany since 1989
and Associate Professor prior
thereto; Member, Task Force on
Municipal Securities Markets,
Twentieth Century Fund.
Cynthia A. Montgomery(1)(2)... 42 Professor, Harvard Business School 1993 0
Harvard Business School since 1989; Associate Professor,
Soldiers Field Road J.L. Kellogg Graduate School of
Boston, Massachusetts 02163 Management, Northwestern
University from 1985 to 1989;
Assistant Professor, Graduate
School of Business
Administration, The University
of Michigan from 1979 to 1985;
Director, UNUM Corporation.
Charles C. Reilly(1)(2)....... 63 Self-employed financial consultant 1993 0
9 Hampton Harbor Road since 1990; President and Chief
Hampton Bays, New York 11946 Investment Officer of Verus
Capital, Inc. from 1979 to 1990;
Senior Vice President of Arnold
and S. Bleichroeder, Inc. from
1973 to 1990; Adjunct Professor,
Columbia University Graduate
School of Business since 1990;
Adjunct Professor, Wharton
School, University of
Pennsylvania, 1990; Director,
Harvard Business School Alumni
Association; Director, Small
Cities CableVision.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
BENEFICIALLY
PRINCIPAL OCCUPATION OWNED AT
DURING PAST FIVE YEARS DIRECTOR APRIL 3,
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1) SINCE 1995
- ------------------------------ --- ---------------------------------- -------- ------------
<S> <C> <C> <C> <C>
Kevin A. Ryan(1)(2)........... 62 Founder, current Director and 1993 0
127 Commonwealth Avenue Professor of The Boston University
Chestnut Hill, Massachusetts Center for the Advancement of
02167 Ethics and Character; Professor
of Education at Boston
University from 1982 until 1994;
formerly taught on the facul-
ties of The University of
Chicago, Stanford University and
The Ohio State University.
Richard R. West(1)(2)......... 57 Professor of Finance since 1984, 1993 0
482 Tepi Drive and Dean from 1984 to 1993, New
Southbury, Connecticut 06488 York University Leonard N. Stern
School of Business
Administration; Professor of
Finance at the Amos Tuck School
of Business Administration from
1976 to 1984, and Dean from 1976
to 1983; Director of Vornado,
Inc. (real estate investment
trust), Bowne & Co., Inc.
(financial printer),
Smith-Corona Corporation
(manufacturer of typewriters and
word processors), Alexander's
Inc. (real estate company) and
Re Capital Corp. (reinsurance
holding company).
Arthur Zeikel*(1)............. 62 President of Fund Asset 1993 0
P.O. Box 9011 Management, L.P. ("FAM", which
Princeton, New Jersey term as used herein includes its
08543-9011 corporate predecessors) since
1977; President of Merrill Lynch
Asset Management, L.P. ("MLAM",
which term as used herein
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")
since 1990 and a Senior Vice
President thereof from 1985 to
1990.
</TABLE>
(Footnotes on following page)
3
<PAGE> 6
(Footnotes for preceding page)
- ---------------
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.
(1) Each of the nominees 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 and Officers" below.
(2) Member of Audit Committee of the Board of Directors.
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 August 31, 1994, the Board of Directors held
six meetings and the Audit Committee held four meetings. All of the Directors
then in office attended at least 75% of the total number of meetings of the
Board of Directors and the total number of meetings held by all committees of
the Board on which he/she served 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, except that Ms. Montgomery inadvertently filed a late report to
disclose her election as a Director of the Fund, and except that Elizabeth
Griffin inadvertently filed a late report to disclose her election as a Senior
Vice President of FAM.
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 because of the positions 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 and Officers. FAM, the Fund's investment
adviser, pays the 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 $400 per 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 $1,000 per year, together with such
Director's actual out-of-pocket expenses relating to attendance at meetings. The
Chairman of the Audit
4
<PAGE> 7
Committee receives an additional annual fee of $1,000. These fees and expenses
aggregated $27,489 for the fiscal year ended August 31, 1994.
The following table sets forth for the fiscal year ended August 31, 1994,
compensation paid by the Fund to the non-affiliated Directors and for the
calendar year ended December 31, 1994, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM Advised
Funds"), to the non-affiliated Directors.
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
AGGREGATE PENSION OR RETIREMENT FUND AND FAM/MLAM
NAME OF COMPENSATION BENEFITS ACCRUED AS PART ADVISED FUNDS PAID TO
DIRECTOR FROM FUND OF FUND EXPENSES DIRECTORS
- ------------------------------------- ------------ ------------------------ -----------------------
<S> <C> <C> <C>
Ronald W. Forbes(1).................. $6,500 None $ 157,400
Cynthia A. Montgomery(1)............. $5,350 None $ 125,533
Charles C. Reilly(1)................. $6,500 None $ 278,900
Kevin A. Ryan(1)..................... $6,500 None $ 157,400
Richard R. West(1)................... $7,500 None $ 296,900
</TABLE>
- ---------------
(1) The Directors serve on the Boards of other FAM/MLAM Advised Funds as
follows: Mr. Forbes (23 boards); Ms. Montgomery (23 boards); Mr. Reilly (40
boards); Mr. Ryan (23 boards); and Mr. West (40 boards).
Officers of the Fund. The Board of Directors has elected eight officers of
the Fund. The following table 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 62 1993
President of FAM since 1977; President of MLAM since
1977; President and Director of Princeton Services since
1993; Executive Vice President of Merrill Lynch since
1990 and Senior Vice President from 1985 to 1990;
Executive Vice President of ML&Co. since 1990; Director
of Merrill Lynch Funds Distributor, Inc. ("MLFD").
Terry K. Glenn............................................. Executive Vice 54 1993
Executive Vice President of FAM and MLAM since 1983; President
President and Director of Princeton Services since 1993;
President of MLFD since 1986 and Director since 1991.
N. John Hewitt............................................. Senior Vice 60 1993
Senior Vice President of FAM and MLAM since 1980 and Vice President
President thereof from 1979 to 1980.
R. Douglas Henderson....................................... Vice President 37 1993
Vice President of MLAM since 1989; Vice President,
Leveraged Finance Department, Security Pacific Merchant
Bank from 1987 to 1989; Vice President, Corporate Finance
and Banking Department, Security Pacific Merchant Bank
from 1983 to 1987.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ----------------------------------------------------------- --------------- ---- -------
<S> <C> <C> <C>
John W. Fraser............................................. Vice President 34 1994
Vice President of MLAM since 1991; Vice President,
Corporate Bond Department, Continental Bank from 1988 to
1991; Analyst, Drexel Burnham Lambert Commercial Paper,
Inc. from 1987 to 1988; Second Vice President, Chase
Manhattan Bank from 1985 to 1987.
Donald C. Burke............................................ Vice President 34 1993
Vice President and Director of Taxation of MLAM since
1990; employee of Deloitte & Touche LLP from 1981 to
1990.
Gerald M. Richard.......................................... Treasurer 45 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.
Patrick D. Sweeney......................................... Secretary 41 1993
Vice President of MLAM since 1990; Vice President and
Associate Counsel of Security Pacific Merchant Bank from
1988 to 1990; Lawyer in private practice from 1981 to
1988.
</TABLE>
Stock Ownership. At April 3, 1995, the Directors and officers of the Fund
as a group (thirteen persons) owned an aggregate of less than 1% of the Common
Stock of the Fund outstanding at such date. At such date, Mr. Zeikel, a Director
and Officer 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.
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 most 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,
6
<PAGE> 9
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 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 purpose 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 not have an 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 August 31, 1994, to any stockholder upon request. Such
requests should be directed to Senior High Income Portfolio II, Inc., P.O. Box
9011, Princeton, New Jersey 08543-9011, Attention: Patrick D. Sweeney, or to
1-800-MERRILL ext. 9368 (1-800-637-7455 ext. 9368).
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1996 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in May 1996, 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 December 10, 1995.
By Order of the Board of Directors
PATRICK D. SWEENEY
Secretary
Dated: April 7, 1995
7
<PAGE> 10
SENIOR HIGH INCOME PORTFOLIO II, 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
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the common stock of Senior High Income Portfolio II,
Inc. (the "Fund") held of record by the undersigned on April 3, 1995 at the
annual meeting of stockholders of the Fund to be held on May 12, 1995 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)
PLEASE MARK BOXES /X/ OR /X/ IN BLUE OR BLACK INK.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(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.)
RONALD W. FORBES, CYNTHIA A. MONTGOMERY, CHARLES C. REILLY, KEVIN A. RYAN,
RICHARD R. WEST AND ARTHUR ZEIKEL
2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears hereon.
When shares are held by joint tenants,
both should sign. When signing as
attorney-in-fact or as executor,
administrator, trustee or guardian, please
give full title as such. If a corporation,
please sign in full corporate name by
president or other authorized officer. If a
partnership, please sign in partnership name
by authorized persons.
Dated: , 1995
------------------------------
X
-----------------------------------
Signature
X
-----------------------------------
Signature, if held jointly
SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
