DELAFIELD FUND INC
DEFS14A, 2000-08-24
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<PAGE>

                                                       Registration No. 33-69760

                           SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement
[_]  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-
     6(E)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials
[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                             Delafield Fund, Inc.
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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:

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     (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 (Set forth the amount on which
         the filing fee is calculated and state how it was determined):

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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.
[_]  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:

<PAGE>

                             Delafield Fund, Inc.

                                 (the "Fund")

                               600 Fifth Avenue
                           New York, New York 10020

                                                                August 21, 2000

Dear Shareholder:

  As we announced to you in July, the parent company of the Fund's manager has
entered into an agreement to be acquired by CDC Asset Management, a leading
French financial institution, as more fully described in the enclosed proxy
statement. As a result, we are soliciting your vote for approval of certain
items as described in the enclosed proxy statement. Reading this letter
completely may make your review of the proxy statement easier. We ask that you
review the proxy statement and vote your shares promptly. You can vote by
returning the enclosed card or following the instructions located on your
proxy card to vote via the Internet or touch-tone phone.

Q. What are the Proposals about?

  Two proposals are described in the enclosed proxy statement.

  The first proposal relates to the management agreement for the Fund. The
laws governing mutual funds generally require that when an investment manager
undergoes a change in ownership, the management agreement with each fund will
terminate. In order for the above mentioned Funds to continue with Reich &
Tang Asset Management L.P. as the investment manager, shareholders must
approve the new form of agreement. The proposed new agreement is substantially
the same as the current agreement. Fees will not change and no changes are
planned to the portfolio managers of your Fund.

  The second proposal relates to the ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's independent accountants.

Q. How will the CDC transaction affect the Funds?

  The transaction is not expected to affect the daily operations of the Funds
or the investment management activities of Reich & Tang Asset Management L.P.
Reich & Tang Asset Management L.P. and the Funds will continue to operate
autonomously, but will be part of a larger organization with the resources of
CDC Asset Management. We will continue to work to meet your expectations for
competitive performance and high quality customer service. The Fund's
investment objectives, strategies and portfolio managers are not expected to
change as a result of the transaction.
<PAGE>

Remember--Your Vote Counts!

  Your vote is extremely important, even if you only own a few Fund shares.
Voting promptly is also important. If we do not receive enough votes, we will
have to resolicit shareholders, which can be time consuming and may delay the
meeting. You may receive a reminder call to return your proxy from D.F. King &
Company, a proxy solicitation firm.

  Now you can use the Internet or your telephone, if you want to vote
electronically. Please see your proxy card for more information and the
instructions. If you do vote electronically, you do not need to mail your
proxy card. However, if you want to change your vote you may do so using the
proxy card, telephone or Internet.

  Thank you for your cooperation in voting on these important proposals. If
you have questions, please call your financial representative. Or, if your
questions relate specifically to the proxy matters, please call our service
center representatives toll-free at 1-800-221-3079.

Sincerely,


/s/ J. Dennis Delafield                  /s/ Vincent Sellecchia
J. Dennis Delafield                      Vincent Sellecchia
Chairman                                 President
<PAGE>

                             Delafield Fund, Inc.
                                 (the "Fund")
                               600 Fifth Avenue
                           New York, New York 10020
                                (212) 830-5220

                   Notice of Special Meeting of Shareholders
                               October 10, 2000

  A Special Meeting of the shareholders of the Fund will be held at 9:35 a.m.
at the offices of the Fund, 600 Fifth Avenue, New York, New York for these
purposes:

    1. To approve a new Investment Management Contract with Reich & Tang
  Asset Management L.P. for the Fund.

    2. To ratify the selection of PricewaterhouseCoopers LLP as independent
  accountants of the Fund for its fiscal year ending December 31, 2000.

    3. To consider and act upon any other matters that properly come before
  the meeting and any adjourned session of the meeting.

  Shareholders of record at the close of business on August 15, 2000 are
entitled to notice of and to vote at the meeting and any adjourned session.

                                       By order of the Board of Directors

                                       Bernadette N. Finn
                                       Secretary of the Fund

August 21, 2000

 Please respond. Your vote is important. Please complete, sign, date and
 return the enclosed proxy card, whether or not you plan to attend the
 meeting.
<PAGE>

                                PROXY STATEMENT

                             Delafield Fund, Inc.
                                 (the "Fund")
                               600 Fifth Avenue
                           New York, New York 10020
                                (212) 830-5220

  The Directors of Delafield Fund, Inc. are soliciting proxies from
shareholders in connection with a Special Meeting of Shareholders of the Fund
(the "Meeting"). The Meeting has been called to be held on October 10, 2000 at
9:35 a.m. at the offices of the Fund, 600 Fifth Avenue, New York, New York.
The meeting notice, this Proxy Statement and proxy cards are being sent to
shareholders of record on August 15, 2000 (the "Record Date") beginning on or
about August 21, 2000.

  The only items of business that the Directors expect will come before
the Meeting are (i) approval of a new Investment Management Contract
for the Fund (the "New Investment Management Contract") with Reich &
Tang Asset Management L.P. (the "Manager")* and (ii) ratification of
PricewaterhouseCoopers LLP as independent accountants for the Fund for its
fiscal year ending December 31, 2000. As explained below, the proposed New
Investment Management Contract for the Fund is identical (except for its date)
to the Investment Management Contract currently in effect for the Fund (the
"Current Investment Management Contract").

PROPOSAL 1       APPROVAL OF NEW INVESTMENT MANAGEMENT CONTRACT

  The reason the Directors are proposing the New Investment Management
Contract for the Fund is that the Current Investment Management Contract will
terminate when the Manager's parent company, Nvest Companies, L.P. ("Nvest"),
is acquired by a new parent company, CDC Asset Management ("CDC AM"). (A
federal law, the Investment Company Act of 1940, as amended (the "Investment
Company Act"), provides generally that the advisory agreements of mutual funds
automatically terminate when the investment adviser or its parent company
undergo a significant change of ownership.) The Directors have carefully
considered the matter, and have concluded that it is appropriate to enter into
the New Investment Management Contract for the Fund, so that the Manager can
continue to manage the Fund on the same terms as are now in effect, following
the acquisition of Nvest by CDC AM.
-----------
* The Delafield Asset Management Division of Reich & Tang Asset Management,
  L.P. manages the Fund.
<PAGE>

  The acquisition of Nvest by CDC AM will occur only if various conditions are
satisfied (or waived by the parties, if permitted by law). These conditions
include, among others, certain government approvals of the acquisition and
approval of the acquisition by vote of the unitholders of Nvest and Nvest,
L.P. ("Nvest, L.P."), Nvest's advising general partner. Nvest currently
expects that the acquisition will occur during the fourth calendar quarter of
2000, but the acquisition could be delayed. If the acquisition does not occur,
the New Investment Management Contract would not be needed because the
automatic termination of the Current Investment Management Contract would not
occur.

  Under the Investment Company Act, the Fund cannot enter into a New
Investment Management Contract unless the shareholders of the Fund vote to
approve the New Investment Management Contract. The Meeting is being held to
seek shareholder approval of the New Investment Management Contract. No change
in advisory fee rate is being proposed.

  Each share is entitled to cast one vote, and fractional shares are entitled
to a proportionate fractional vote.

  The Directors recommend that the shareholders of the Fund vote to approve
the New Investment Management Contract.

 Description of the New Investment Management Contract

  The New Investment Management Contract for the Fund is identical to the
Current Investment Management Contract, except that the date of the New
Investment Management Contract will be the date that CDC AM acquires Nvest.
Appendix A to this Proxy Statement sets forth information about the Current
Investment Management Contract, including the date of the Current Investment
Management Contract and the advisory fee rates under both the New Investment
Management Contract and the Current Investment Management Contract. Appendix B
to this Proxy Statement contains the form of the New Investment Management
Contract. The next several paragraphs briefly summarize some important
provisions of the New Investment Management Contract, but for a complete
understanding of the Agreement you should read Appendices A and B.

  The New Investment Management Contract essentially provides that the
Manager, under the Directors' general control and supervision, will manage the
Fund's portfolio of securities and make decisions with respect to the purchase
and sale of investments.

  The New Investment Management Contract provides that it will continue in
effect for an initial period of two years (beginning on the date CDC AM
acquires Nvest). After that, it will continue in effect from year to year as
long as the

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continuation is approved at least annually (i) by the Directors or by vote of
a majority of the outstanding voting securities of the Fund, and (ii) by vote
of a majority of the Directors who are not "interested persons," as that term
is defined in the Investment Company Act, of the Fund or the Manager (these
Directors who are not "interested persons" are referred to below as the
"Independent Directors").

  The New Investment Management Contract may be terminated without penalty by
vote of the Directors or by vote of a majority of the outstanding voting
securities of the Fund, on sixty days' written notice to the Manager, or by
the Manager upon sixty days' written notice to the Fund, and it terminates
automatically in the event of its "assignment" as defined in the Investment
Company Act. The Investment Company Act defines "assignment" to include, in
general, transactions in which a significant change in the ownership of an
investment adviser or its parent company occur (such as the acquisition of
Nvest by CDC AM).

  The New Investment Management Contract provides that the Manager will not be
liable to the Fund or its shareholders, except for liability arising from the
Manager's willful misfeasance, bad faith, gross negligence or reckless
disregard of duty.

  Pursuant to an Administrative Services Contract with the Fund, the Manager
also performs clerical, accounting supervision, office service and related
functions for the Fund and provides the Fund with personnel to (i) supervise
the performance of bookkeeping and related services by State Street Kansas
City, the Fund's bookkeeping or recordkeeping agent, (ii) prepare reports to
and filings with regulatory authorities, and (iii) perform such other services
as the Fund may from time to time request of the Manager. The personnel
rendering such services may be employees of the Manager, of its affiliates or
of other organizations.

  The Manager at its discretion may waive its rights to any portion of the
management fee or the administrative services fee and may use any portion of
the management fee and the administrative services fee for purposes of
shareholder and administrative services and distribution of the Fund's shares.
There can be no assurance that such fees will be waived in the future.

  Distribution and Service Plan. Pursuant to Rule 12b-1 under the Investment
Company Act, the Securities and Exchange Commission has required that an
investment company which bears any direct or indirect expense of distributing
its shares must do so only in accordance with a plan permitted by the Rule.
The Fund's Board has adopted a distribution and service plan (the "Plan") and,
pursuant to the Plan, the Fund has entered into a Distribution Agreement and a
Shareholder Servicing Agreement (with respect to Retail and Administrative
Class shares only) with Reich & Tang Distributors, Inc. (the "Distributor") as

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distributor of the Fund's shares. Because the acquisition of Nvest by CDC AM
will be considered to result in the assignment of the Fund's Distribution and
Shareholder Servicing Agreements with the Distributor, causing those
agreements to terminate upon the acquisition, the Directors of the Fund
approved a new Distribution Agreement and a new Shareholder Servicing
Agreement with Reich & Tang Distributors, Inc. for the Fund to take effect if
a New Investment Management Agreement is approved by shareholders of the Fund
and upon consummation of the acquisition. The new agreements would replace the
current agreements with the Distributor and would be identical to those
agreements, except for the dates of execution and effectiveness. These new
agreements do not require the approval of the Fund's shareholders.

Basis for the Directors' Recommendation

  The Directors determined at a meeting held on July 25, 2000, to recommend
that shareholders vote to approve the New Investment Management Contract for
the Fund.

  In coming to this recommendation, the Directors considered a wide range of
information of the type they regularly consider when determining whether to
continue a Fund's management agreement in effect from year to year. The
Directors considered information about, among other things:

  .   the Manager and its personnel (including particularly those personnel
      with responsibilities for providing services to the Fund), resources
      and investment process;

  .   the terms of the investment management contract (in this case, the New
      Investment Management Contract);

  .   the scope and quality of the services that the Manager has been
      providing to the Fund;

  .   the investment performance of the Fund and of similar funds managed by
      other advisers;

  .   the management fee rates payable to the Manager by the Fund and by
      other funds and client accounts managed by the Manager, and payable by
      similar funds managed by other advisers. There are no other funds
      managed by the Manager with similar objectives.

  .   the total expense ratios of the Fund and of similar funds managed by
      other advisers;

  .   the Manager's practices regarding the selection and compensation of
      brokers and dealers that execute portfolio transactions for the Fund,
      and

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<PAGE>

      the brokers' and dealers' provision of brokerage and research services
      to the Manager (see "Certain Brokerage Matters" below for more
      information about these matters); and

  .   compensation payable by the Fund to affiliates of the Manager for
      other services (see Appendix C to this Proxy Statement for more
      information about this compensation).

  In addition to reviewing these kinds of information, which the Directors
regularly consider on an annual or more frequent basis, the Directors gave
particular consideration to matters relating to the possible effects on the
Manager and the Fund of the acquisition of Nvest by CDC AM. Among other
things, the Directors considered:

  .   the stated intention of Nvest and CDC AM that the Manager will
      continue to have a high degree of managerial autonomy from its parent
      organizations and from other subsidiaries of Nvest;

  .   the stated intention of Nvest, CDC AM and the Manager that the
      acquisition not change the investment approach or process used by the
      Manager in managing the Fund;

  .   representations of senior executives of the Manager and the portfolio
      managers of the Fund that they have no intention of terminating their
      employment with the Manager as a result of CDC AM's acquisition of
      Nvest, and representations of the Manager, Nvest and CDC AM that they
      have no intention of terminating the employment of these executives or
      portfolio managers as a result of the acquisition;

  .   certain actions taken by CDC AM, Nvest and the Manager to help retain
      and incent key personnel of Nvest and the Manager;

  .   assurances from the Manager that it has no plans, as a result of or in
      connection with CDC AM's acquisition of Nvest, to change or
      discontinue existing arrangements under which it waives fees or bears
      expenses of the Fund;

  .   the general reputation and the financial resources of CDC AM and its
      parent organizations; and

  .   the fact that affiliates of the Manager who currently provide transfer
      agency, distribution and shareholder services to the Fund are willing
      to continue to do so following the acquisition, and that the
      compensation rates payable by the Fund for these services are not
      expected to change as a result of the acquisition.

  In addition, the Directors considered that the agreement relating to the
acquisition of Nvest by CDC AM provides that CDC AM and its immediate parent
company will (subject to certain qualifications) use their reasonable best
efforts to

                                       5
<PAGE>

assure compliance with Section 15(f) of the Investment Company Act. Section
15(f) provides that a mutual fund investment adviser or its affiliates can
receive benefit or compensation in connection with a change of control of the
investment adviser (such as CDC AM's acquisition of the Manager's parent,
Nvest) if two conditions are satisfied. First, for three years after the
change of control, at least 75% of the members of the board of any registered
investment company advised by the adviser must consist of persons who are not
"interested persons," as defined in the Investment Company Act, of the
adviser. (No changes in the current composition of the Directors are required
to satisfy this condition.) Second, no "unfair burden" may be imposed on any
such registered investment company as a result of the change of control
transaction or any express or implied terms, conditions or understandings
applicable to the transaction. "Unfair burden" means any arrangement, during
the two years after the transaction, by which the investment adviser or any
"interested person" of the adviser receives or is entitled to receive any
compensation, directly or indirectly, from such investment company or its
security holders (other than fees for bona fide investment advisory or other
services) or from any other person in connection with the purchase or sale of
securities or other property to, from or on behalf of such investment company.

  After carefully considering the information summarized above, the Directors,
including the Independent Directors, unanimously voted to approve the New
Investment Management Contract for the Fund and to recommend that the Fund's
shareholders vote to approve the New Investment Management Contract.

 Information About the Ownership of the Manager and the CDC AM/Nvest
  Transaction

  The Manager is a limited partnership which has one general partner, Reich &
Tang Asset Management, Inc. (the "Manager General Partner"). Mr. Steven W.
Duff is principal executive officer of the Manager's Mutual Funds Division.
His principal occupation is his position with the Manager's Mutual Funds
Division. The address of the Manager, the Manager General Partner and Mr. Duff
is 600 Fifth Avenue, New York, New York 10020. The Manager also advises
pension trusts, profit-sharing trusts and endowments. The Manager General
Partner is a direct wholly-owned subsidiary of Nvest Holdings, Inc. ("Nvest
Holdings"), which in turn is a direct wholly-owned subsidiary of Nvest.
Nvest's managing general partner, Nvest Corporation, is a direct wholly-owned
subsidiary of MetLife New England Holdings, Inc. MetLife New England Holdings,
Inc. is a direct wholly-owned subsidiary of Metropolitan Life Insurance
Company ("MetLife"). Nvest Corporation is also the sole general partner of
Nvest, L.P. Nvest, L.P., Nvest's advising general partner, is a publicly
traded company listed on the New York Stock Exchange. In addition to owning
Nvest Corporation, MetLife owns, directly or indirectly, approximately a 48%
limited partnership interest in Nvest. Nvest, L.P. owns approximately 15% of
Nvest. (These percentages, which are as of June 30,

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<PAGE>

2000, do not reflect the vesting and exercise, described below, of various
options held by personnel of Nvest and of its affiliates, including the
Manager, to acquire limited partnership units of Nvest, L.P.) If the proposed
acquisition is completed, Nvest Corporation will cease to be the managing
general partner of Nvest and the general partner of Nvest, L.P., and MetLife
will cease to own any partnership interest in Nvest. MetLife is a wholly-owned
subsidiary of MetLife, Inc., a publicly traded company listed on the New York
Stock Exchange. The address of Nvest, Nvest Corporation, Nvest Holdings and
Nvest, L.P. is 399 Boylston Street, Boston, Massachusetts 02116. The address
of MetLife New England Holdings, Inc., MetLife and MetLife, Inc. is One
Madison Avenue, New York, New York 10010.

  On June 16, 2000, Nvest and CDC AM announced that they and certain of their
respective affiliated companies had entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Under the Merger Agreement, CDC AM would
acquire all of the outstanding units of partnership interest in both Nvest and
Nvest, L.P., at a price of $40 per unit. This price is subject to reduction
(but not below $34 per unit) based in part on a formula that takes into
account the investment advisory fees payable to the Manager and other Nvest
affiliates by their mutual fund and other investment advisory clients that
have consented to the transaction. Under this formula, the price per unit that
CDC AM will pay to acquire Nvest, including the price it will pay to those
Fund directors and officers who hold or have been granted options to acquire
units (see below), could be reduced if the Fund's shareholders do not approve
the New Investment Management. Assuming a transaction price of $40 per unit,
and the number of units and options outstanding as of June 30, 2000, the
aggregate price payable by CDC AM to acquire all of the units of Nvest will be
approximately $1.5 billion, and the aggregate price payable by CDC AM to
acquire all of the units of Nvest, L.P. (including payments with respect to
units subject to options) will be approximately $375 million.

  The transaction will not occur unless various conditions are satisfied (or
waived by the parties, if permitted by law). One of these conditions is
obtaining approval or consent from investment advisory clients of the Manager
and other Nvest affiliates (including mutual fund clients) whose advisory fees
represent a specified percentage of the total advisory fee revenues of the
Nvest organization. Because of this condition, approval or disapproval by the
Fund's shareholders of the New Investment Management Contract, taken together
with other clients' consents or approvals, could affect whether or not the
transaction occurs. As described below, certain directors and officers of the
Fund will receive certain material payments or benefits if the transaction
occurs. The transaction will result in the automatic termination of the
Current Investment Management Contract. If for some reason the transaction
does not occur, the automatic termination of the Current Investment Management
Contract will not occur, and the New Investment Management Contract will not
be entered into, even if it has been approved by the Fund's shareholders.

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<PAGE>

  As a result of the acquisition, Nvest and Nvest, L.P. would become indirect
wholly-owned subsidiaries of CDC AM, which in turn is 60% owned by CDC
Finance, a wholly-owned subsidiary of Caisse des depots et Consignations
("CDC"). Founded in 1816, CDC is a major diversified financial institution
with a strong global presence in the banking, insurance, investment banking,
asset management and global custody industries. In addition to its 60%
ownership of CDC AM through CDC Finance, CDC owns 40% of CNP Assurances, the
leading French insurance company, which itself owns 20% of CDC AM. CDC also
owns 35% of Caisse National des Caisses d'Epargne, which also owns 20% of CDC
AM. CDC is 100% owned by the French state. The main place of business of CDC
AM is 7, place des Cinq Martyrs du Lycee Buffon, 75015 Paris, France. The
registered address of CDC Finance is 56, rue de Lille, 75007 Paris, France.
The registered address of CDC is 56, rue de Lille, 75007 Paris, France. The
registered address of CNP Assurances is 4, place Raoul Dautry, 75015 Paris,
France. The registered address of Caisse National des Caisses d'Epargne is 5,
rue Masseran, 75007 Paris, France. Following the acquisition, it is expected
that Nvest will be renamed CDC Asset Management-North America.

  Various personnel of Nvest and of its affiliates, including the Manager,
have previously been granted options to purchase limited partnership units of
Nvest, L.P. ("Nvest L.P. Units"). The Merger Agreement provides that these
options will vest and become fully exercisable immediately before CDC AM's
acquisition of Nvest and Nvest, L.P., even though some of these options would
not otherwise have vested or been exercisable at that time. Each option will
be converted into the right to receive cash from Nvest in an amount equal to
the difference between the option's exercise price and the transaction price
of $40 per unit (subject to reduction, but not below $34 per unit, as
explained above).

 Certain Relationships and Interests of Fund Directors and Officers

  Steven W. Duff, Executive Vice President of the Fund, and the following
persons who are also officers of the Fund are also officers or employees of
the Manager or directors of the Manager General Partner: Richard De Sanctis,
J. Dennis Delafield, Molly Flewharty, Bernadette N. Finn, Roseanne Holtzer,
Lesley M. Jones, Dana E. Messina and Vincent Sellecchia (collectively, the
"Manager Affiliates"). Some of the Manager Affiliates, including Mr. Duff, own
partnership units in Nvest or Nvest, L.P. or have the right to acquire
partnership units under options and, upon completion of CDC AM's acquisition
of Nvest, will receive the consideration provided in the Merger Agreement for
the partnership units they own or have the right to acquire under options.
Depending on the number of units a Manager Affiliate owns or has the right to
acquire, the amount of consideration he or she receives could be substantial.
Also, in connection with CDC AM's acquisition of Nvest, CDC AM will establish
a retention program under which

                                       8
<PAGE>

certain Manager Affiliates, including Mr. Duff, may receive cash retention
awards payable over one to three years. To receive these awards, which are in
addition to regular salary and bonus payments and in some cases may be
substantial in amount, an eligible Manager Affiliate must remain employed by
the Manager and must agree to refrain from competing with the Manager and
soliciting clients of the Manager.

 Certain Brokerage Matters

  In their consideration of the New Investment Management Contract, the
Directors took account of the Manager's practices regarding the selection and
compensation of brokers and dealers that execute portfolio transactions for
the Fund, and the brokers' and dealers' provision of brokerage and research
services to the Manager. The Manager has informed the Directors that it does
not expect to change these practices as a result of CDC AM's acquisition of
Nvest. The following is a summary of these practices:

  The Manager makes the Fund's portfolio decisions and determines the broker
to be used in each specific transaction with the objective of negotiating a
combination of the most favorable commission and the best price obtainable on
each transaction (generally defined as best execution). When consistent with
the objective of obtaining best execution, brokerage may be directed to
persons or firms supplying investment information to the Manager or portfolio
transactions may be effected by the Manager. Neither the Fund nor the Manager
has entered into agreements or understandings with any brokers regarding the
placement of securities transactions because of research services they
provide. To the extent that such persons or firms supply investment
information to the Manager for use in rendering investment advice to the Fund,
such information may be supplied at no cost to the Manager and, therefore, may
have the effect of reducing the expenses of the Manager in rendering advice to
the Fund. While it is impossible to place an actual dollar value on such
investment information, its receipt by the Manager probably does not reduce
the overall expenses of the Manager to any material extent. Consistent with
the Conduct Rules of the National Association of Securities Dealers, Inc., and
subject to seeking best execution, the Manager may consider sales of shares of
the Fund as a factor in the selection of brokers to execute portfolio
transactions for the Fund.

  The investment information provided to the Manager is the of type described
in Section 28(e) of the Securities Exchange Act of 1934 and is designed to
augment the Managers own internal research and investment strategy
capabilities. Research services furnished by brokers through which the Fund
effects securities transactions are used by the Manager in carrying out its
investment management responsibilities with respect to all its clients
accounts. There may be occasions where the transaction cost charged by a
broker may be greater than that which another broker may charge if the Manager
determines in good faith that the amount of such

                                       9
<PAGE>

transaction cost is reasonable in relation to the value of brokerage and
research services provided by the executing broker.

  The Fund may deal in some instances in securities which are not listed on a
national securities exchange but are traded in the over-the-counter market. It
may also purchase securities which are listed through the third market. Where
transactions are executed in the over-the-counter market or the third market,
the Fund will seek to deal with the primary market makers; but when necessary
in order to obtain best execution, it will utilize the services of others. In
all cases the Fund will attempt to negotiate best execution.

  The Distributor may from time to time effect transactions in the Fund's
portfolio securities. In such instances, the placement of orders with the
Distributor would be consistent with the Fund's objective of obtaining best
execution. With respect to orders placed with the Distributor for execution on
a national securities exchange, commissions received must conform to Section
17(e)(2)(A) of the Investment Company Act, and Rule 17e-1 thereunder, which
permit an affiliated person of a registered investment company (such as the
Fund) to receive brokerage commissions from such registered investment company
provided that such commissions are reasonable and fair compared to commissions
received by other brokers in connection with comparable transactions involving
similar securities during a comparable period of time. In addition, pursuant
to Section 11(a) of the Securities Exchange Act of 1934, the Distributor is
restricted as to the nature and extent of the brokerage services it may
perform for the Fund. The Securities and Exchange Commission has adopted rules
under Section 11(a) which permit a distributor to a registered investment
company to receive compensation for effecting, on a national securities
exchange, transactions in portfolio securities of such investment company,
including causing such transactions to be transmitted, executed, cleared and
settled and arranging for unaffiliated brokers to execute such transactions.
To the extent permitted by such rules, the Distributor may receive
compensation relating to transactions in portfolio securities of the Fund
provided that the Fund enters into a written agreement, as required by such
rules, with the Distributor authorizing it to retain compensation for such
services. Transactions in portfolio securities placed with the Distributor
which are executed on a national securities exchange must be effected in
accordance with procedures adopted by the Board of Directors of the Fund
pursuant to Rule 17e-1.

  No portfolio transactions are executed with the Manager or its affiliates
acting as principal. In addition, the Fund will not buy bankers acceptances,
certificates of deposit or commercial paper from the Manager or its
affiliates.

                                      10
<PAGE>

PROPOSAL 2       RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

  The Directors recommend that the shareholders ratify the selection of
PricewaterhouseCoopers LLP, independent public accountants, to audit the
accounts of the Fund for the fiscal year ending December 31, 2000.
PricewaterhouseCoopers LLP performed the audit for the Fund's fiscal year
ended December 31, 1999. The accounting firm of McGladrey & Pullen or its
predecessors had audited the accounts of the Fund since inception. Effective
August 13, 1999, McGladrey & Pullen LLP resigned as the Fund's independent
accountants because its Investment Company Group had joined
PricewaterhouseCoopers LLP. At that time, PricewaterhouseCoopers LLP was
recommended to the Board by the Audit Committee and appointed as independent
accountants by the Directors. PricewaterhouseCoopers LLP does not have any
direct financial interest or any material indirect financial interest in the
Fund.

  A representative of PricewaterhouseCoopers LLP is not expected to be present
at the shareholders' meeting. If the shareholders do not ratify the Directors'
recommendation, the Directors will submit another proposal to the shareholders
with a recommendation for independent public accountants.

 Other Information

  Principal Distributor's Address. The address of the Fund's principal
distributor, Reich & Tang Distributors, Inc., is 600 Fifth Avenue, New York,
New York, 10020.

  Fund Annual Report. The Fund has previously sent its Annual Report to its
shareholders for the period ended December 31, 1999. You can obtain a copy of
this Report without charge by writing to the Fund at 600 Fifth Avenue, New
York, New York 10020 or by calling 1-800-221-3079.

  Certain Purchases and Sales of Securities of the Manager, Nvest, Nvest, L.P.
and MetLife, Inc. No Board Member had any purchases or sales of any securities
of the Manager, Nvest, Nvest, L.P. or MetLife, Inc. since the beginning of the
Fund's most recently completed fiscal year, except purchases or sales that
represented one percent or less of the outstanding securities of any class of
those companies.

  Outstanding Shares and Significant Shareholders. Appendix D to this Proxy
Statement lists for the Fund the total number of shares outstanding as of July
31, 2000. It also identifies holders of more than 5% of the Fund, and contains
information about the shareholdings in the Fund of the Directors and the
executive officers of the Fund. Only shareholders of record at the close of
business on August 15, 2000 are entitled to vote at the Meeting.

                                      11
<PAGE>

 Information About Proxies and the Conduct of the Meeting

  Solicitation of Proxies. Proxies will be solicited primarily by mailing this
Proxy Statement and its enclosures, but proxies may also be solicited through
further mailings, telephone calls, personal interviews or e-mail by officers
of the
Fund or by employees or agents of the Manager or of Nvest and its affiliated
companies. In addition, D. F. King & Co., Inc. has been engaged to assist in
the solicitation of proxies, at an estimated cost of $1,500.

  Costs of Solicitation. All of the costs of the Meeting, including the costs
of soliciting proxies, will be paid by the Manager, Nvest and/or CDC AM. None
of these costs will be borne by the Fund.

  Voting and Tabulation of Proxies. Shares represented by duly executed
proxies will be voted as instructed on the proxy. If no instructions are
given, the proxy will be voted in favor of the proposals. You may vote by any
one of the three following methods: (1) by mailing the enclosed proxy card,
(2) through use of the internet or (3) by telephone. If you mail the enclosed
proxy and no choice is indicated for a proposal listed in the attached Notice
of Meeting, your proxy will be voted in favor of that proposal. Votes made
through use of the internet or by telephone must have an indicated choice in
order to be accepted. At any time before it has been voted, your proxy may be
revoked in one of the following ways: (i) by sending a signed, written letter
of revocation to the Secretary of the Fund, (ii) by properly executing a
later-dated proxy (by the methods of voting described above), or (iii) by
attending the Meeting, requesting return of any previously delivered proxy and
voting in person.

  Votes cast in person or by proxy at the Meeting will be counted by persons
appointed by the Fund as tellers for the Meeting (the "Tellers"). One-third of
the shares of the Fund outstanding on the record date, present in person or
represented by proxy, constitutes a quorum for the transaction of business by
the shareholders of the Fund at the Meeting. In determining whether a quorum
is present, the Tellers will count shares represented by proxies that reflect
abstentions, and "broker non-votes," as shares that are present and entitled
to vote. Since these shares will be counted as present, but not as voting in
favor of any proposal, these shares will have the same effect as if they cast
votes against the proposal. "Broker non-votes" are shares held by brokers or
nominees as to which (i) the broker or nominee does not have discretionary
voting power and (ii) the broker or nominee has not received instructions from
the beneficial owner or other person who is entitled to instruct how the
shares will be voted.

  Required Vote. The vote required to approve the New Investment Management
Contract is the lesser of (1) 67% of the shares of the Fund that are present
at the Meeting, if the holders of more than 50% of the shares of the Fund

                                      12
<PAGE>

outstanding as of the record date are present or represented by proxy at the
Meeting, or (2) more than 50% of the shares of the Fund outstanding on the
record date. If the required vote is not obtained, the Directors will consider
what other actions to take in the best interests of the Fund. The vote
required to ratify the selection of PricewaterhouseCoopers LLP as independent
accountants is a majority of the shares of the Fund present at the Meeting in
person or by proxy.

  Adjournments; Other Business. If a quorum is not present at the Meeting, or
if a quorum is present but sufficient votes to approve any of the proposals
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the nature of the proposals that are the subject of the Meeting,
the percentage of votes actually cast, the percentage of negative votes
actually cast, the nature of any further solicitation and the information to
be provided to shareholders with respect to the reasons for the solicitation.
Any adjournment will require the affirmative vote of a majority of those
shares represented at the Meeting in person or by proxy. A shareholder vote
may be taken on one or more of the proposals in this proxy statement prior to
any adjournment if sufficient votes have been received for approval.

  The Meeting has been called to transact any business that properly comes
before it. The only business that management of the Fund intends to present or
knows that others will present is (i) the approval of the New Investment
Management Contract and (ii) the ratification of PricewaterhouseCoopers LLP as
independent accountants for the Fund for its fiscal year ending December 31,
2000. If any other matters properly come before the Meeting, and on all
matters incidental to the conduct of the Meeting, the persons named as proxies
intend to vote the proxies in accordance with their judgment, unless the
Secretary of the Fund has previously received written contrary instructions
from the shareholder entitled to vote the shares.

  Shareholder Proposals at Future Meetings. The Fund does not hold annual or
other regular meetings of shareholders. Shareholder proposals to be presented
at any future meeting of shareholders of the Fund must be received by the Fund
in writing a reasonable amount of time before such Fund solicits proxies for
that meeting, in order to be considered for inclusion in the proxy materials
for that meeting.

                                      13
<PAGE>

                                                                      Appendix A

<TABLE>
<CAPTION>
                                                     Description
                                                     of Director
                                                       Action
                                                      Regarding    Date of Last
                                                       Current      Submission
                                                     Investment     of Current
                                                     Management     Investment
                                                      Contract      Management
                                                        Since      Contract for
                                    Date of Current   Beginning    Shareholder
                                      Investment      of Fund's    Approval and
                      Advisory Fee    Management     Last Fiscal    Reason for
Name of Fund          Rate Schedule    Contract          Year       Submission
------------          ------------- --------------- ------------- --------------
<S>                   <C>           <C>             <C>           <C>
Delafield Fund, Inc.  .80% per      August 30, 1996 Continuance   March 1, 1996*
                      annum of                      approved
                      average daily                 July 25, 2000
                      net assets
</TABLE>
-----------
* In 1996, the merger of New England Mutual Life Insurance Company into
  Metropolitan Life Insurance Company was treated as a change of control of New
  England Investment Companies, L.P., the limited partner and owner of the
  99.5% limited partnership interest in the Manager. Such a change of control
  resulted in the assignment and automatic termination of the investment
  management contract. Therefore, shareholders were asked to approve a new
  investment management contract.

                                      A-1
<PAGE>

                                                                     Appendix B

                    FORM OF INVESTMENT MANAGEMENT CONTRACT

                             DELAFIELD FUND, INC.
                                 (the "Fund")

                              New York, New York

                                                                         , 2000

Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York 10020

Gentlemen:

  We herewith confirm our agreement with you as follows:

  1. We propose to engage in the business of investing and reinvesting our
assets in securities of the type, and in accordance with the limitations,
specified in our Articles of Incorporation, By-Laws and Registration Statement
filed with the Securities and Exchange Commission under the Investment Company
Act of 1940 (the "1940 Act") and the Securities Act of 1933, including the
Prospectus forming a part thereof (the "Registration Statement"), all as from
time to time in effect, and in such manner and to such extent as may from time
to time be authorized by our Board of Directors. We enclose copies of the
documents listed above and will furnish you such amendments thereto as may be
made from time to time.

  2. (a) We hereby employ you to manage the investment and reinvestment of our
assets as above specified, and, without limiting the generality of the
foregoing, to provide the investment management services specified below.

    (b) Subject to the general control of our Board of Directors, you will
  make decisions with respect to all purchases and sales of the portfolio
  securities. To carry out such decisions, you are hereby authorized, as our
  agent and attorney-in-fact for our account and at our risk and in our
  name, to place orders for the investment and reinvestment of our assets.
  In all purchases, sales and other transactions in our portfolio securities
  you are authorized to exercise full discretion and act for us in the same
  manner and with the same force and effect as our corporation itself might
  or could do with respect to such purchases, sales or other transactions,
  as well as with respect to all other things necessary or incidental to the
  furtherance or conduct of such purchases, sales or other transactions. In
  furtherance of such and subject to applicable law and procedures adopted
  by the Fund's Board of Directors, you may (i) direct portfolio brokerage
  to yourself; (ii) pay commissions to brokers other than yourself which are
  higher than such that might be charged by another qualified

                                      B-1
<PAGE>

  broker to obtain brokerage and/or research services considered by you to
  be useful or desirable for your investment management of the portfolio
  and/or other advisory accounts of yours and any investment advisor
  affiliated with you; and (iii) consider the sales of shares of the Fund by
  brokers including yourself as a factor in your selection of brokers for
  portfolio transactions.

    (c) You will report to our Board of Directors at each meeting thereof
  all changes in our portfolio since your prior report, and will also keep
  us in touch with important developments affecting our portfolio and, on
  your initiative, will furnish us from time to time with such information
  as you may believe appropriate for this purpose, whether concerning the
  individual entities whose securities are included in our portfolio, the
  activities in which such entities engage, Federal income tax policies
  applicable to our investments, or the conditions prevailing in the money
  market or the economy generally. You will also furnish us with such
  statistical and analytical information with respect to our portfolio
  securities as you may believe appropriate or as we may reasonably request.
  In making such purchases and sales of our portfolio securities, you will
  comply with the policies set from time to time by our Board of Directors
  as well as the limitations imposed by our Articles of Incorporation and by
  the provisions of the Internal Revenue Code and the 1940 Act relating to
  regulated investment companies and the limitations contained in the
  Registration Statement.

    (d) It is understood that you will from time to time employ, subcontract
  with or otherwise associate with yourself, entirely at your expense, such
  persons as you believe to be particularly fitted to assist you in the
  execution of your duties hereunder.

    (e) You or your affiliates will also furnish us, at your own expense,
  such investment advisory supervision and assistance as you may believe
  appropriate or as we may reasonably request subject to the requirements of
  any regulatory authority to which you may be subject. You and your
  affiliates will also pay the expenses of promoting the sale of our shares
  (other than the costs of preparing, printing and filing our registration
  statement, printing copies of the prospectus contained therein and
  complying with other applicable regulatory requirements), except to the
  extent that we are permitted to bear such expenses under a plan adopted
  pursuant to Rule 12b-1 under the 1940 Act or a similar rule.

  3. We agree, subject to the limitations described below, to be responsible
for, and hereby assume the obligation for payment of, all our expenses,
including: (a) brokerage and commission expenses, (b) Federal, state or local
taxes, including issue and transfer taxes incurred by or levied on us, (c)
commitment fees and certain insurance premiums, (d) interest charges on
borrowings, (e) charges and expenses of our custodian, (f) charges, expenses
and payments relating to the issuance, redemption, transfer and

                                      B-2
<PAGE>

dividend disbursing functions for us, (g) recurring and nonrecurring legal and
accounting expenses, including those of the bookkeeping agent, (h)
telecommunications expenses, (i) the costs of organizing and maintaining our
existence as a corporation, (j) compensation, including directors' fees, of
any of our directors, officers or employees who are not your officers or
officers of your affiliates, and costs of other personnel providing clerical,
accounting supervision and other office services to us as we may request, (k)
costs of stockholder's services including, charges and expenses of persons
providing confirmations of transactions in our shares, periodic statements to
stockholders, and recordkeeping and stockholders' services, (l) costs of
stockholders' reports, proxy solicitations, and corporate meetings, (m) fees
and expenses of registering our shares under the appropriate Federal
securities laws and of qualifying such shares under applicable state
securities laws, including expenses attendant upon the initial registration
and qualification of such shares and attendant upon renewals of, or amendments
to, those registrations and qualifications, (n) expenses of preparing,
printing and delivering our prospectus to existing stockholders and of
printing stockholder application forms for stockholder accounts, (o) payment
of the fees and expenses provided for herein, under the Administrative
Services Agreement and pursuant to the Shareholder Servicing Agreement and
Distribution Agreement, and (p) any other distribution or promotional expenses
contemplated by an effective plan adopted by us pursuant to Rule 12b-1 under
the Act. Our obligation for the foregoing expenses is limited by your
agreement to be responsible, while this Agreement is in effect, for any amount
by which our annual operating expenses (excluding taxes, brokerage, interest
and extraordinary expenses) exceed the limits on investment company expenses
prescribed by any state in which our shares are qualified for sale.

  4. We will expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us or to our
security holders by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.

  5. In consideration of the foregoing we will pay you a fee at the annual
rate of .80% of the Fund's average daily net assets. Your fee will be accrued
by us daily, and will be payable on the last day of each calendar month for
services performed hereunder during that month or on such other schedule as
you shall request of us in writing. You may use any portion of this fee for
distribution of our shares, or for making servicing payments to organizations
whose customers or clients are our stockholders. You may waive your right to
any fee to which you are entitled hereunder, provided such waiver is delivered
to us in writing. Any reimbursement of our expenses, to which we may become
entitled pursuant to paragraph 3 hereof, will be paid to us at the same time
as we pay you.

                                      B-3
<PAGE>

  6. This Agreement will become effective on the date hereof and shall
continue in effect until    , and thereafter for successive twelve-month
periods (computed from each    ), provided that such continuation is
specifically approved at least annually by our Board of Directors or by a
majority vote of the holders of our outstanding voting securities, as defined
in the 1940 Act and the rules thereunder, and, in either case, by a majority
of those of our directors who are neither party to this Agreement nor, other
than by their service as directors of the corporation, interested persons, as
defined in the 1940 Act and the rules thereunder, of any such person who is
party to this Agreement. Upon the effectiveness of this Agreement, it shall
supersede all previous Agreements between us covering the subject matter
hereof. This Agreement may be terminated at any time, without the payment of
any penalty, (i) by vote of a majority of our outstanding voting securities,
as defined in the 1940 Act and the rules thereunder, or (ii) by a vote of a
majority of our entire Board of Directors, on sixty days' written notice to
you, or (iii) by you on sixty days' written notice to us.

  7. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you and this agreement shall terminate
automatically in the event of any such transfer, assignment, sale,
hypothecation or pledge by you. The terms "transfer", "assignment" and "sale"
as used in this paragraph shall have the meanings ascribed thereto by
governing law and in applicable rules or regulations of the Securities and
Exchange Commission.

  8. Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, or the right
of any of your employees or the officers and directors of Reich & Tang Asset
Management, Inc., your general partner, who may also be a director, officer or
employee of ours, or of a person affiliated with us, as defined in the 1940
Act, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association.

                                      B-4
<PAGE>

  If the foregoing is in accordance with your understanding, will you kindly so
indicate by signing and returning to us the enclosed copy hereof.

                                        Very truly yours,

                                        DELAFIELD FUND, INC.

                                        By: ____________________________________
                                          Name:
                                          Title:

ACCEPTED:       , 2000

REICH & TANG ASSET MANAGEMENT L.P.

By: REICH & TANG ASSET MANAGEMENT, INC.,
   General Partner


By: ____________________________________
  Name:
  Title:

                                      B-5
<PAGE>

                                                                      Appendix C

<TABLE>
<CAPTION>
                                                                                                   Brokerage  Percentage
                                                                                                  Commission   of Fund's
                                                                                     Distribution  or Fund's     Total
                                                                                         and       Portfolio   Brokerage
                                                                                     Shareholder  Transaction Commissions
                                                                                      Servicing     Paid to     Paid to
                                                                                     (12b-1) Fees   Manager    Advisers'
                                       Management                     Administrative   Paid to    Adviser's'   Manager's
                       Management Fee  Fee Waived Administrative Fees Fees Waived by  Manager's'   Brokerage   Brokerage
    Name of Fund      Paid to Manager  by Manager   Paid to Manager      Manager      Affiliates  Affiliates  Affiliates
    ------------      ---------------  ---------- ------------------- -------------- ------------ ----------- -----------
<S>                   <C>              <C>        <C>                 <C>            <C>          <C>         <C>
Delafield Fund, Inc.  $739,325 (with        0      $194,073 (with            0             0       $354,767       59%
                      regard to the                regard to the
                      Institutional                Institutional
                      Class only)                  Class only)
</TABLE>

                                      C-1
<PAGE>

                                                                     Appendix D

Shares Outstanding

  The number of shares of the Fund outstanding as of July 31, 2000 was as
follows:

<TABLE>
<CAPTION>
                                                                        Number
Name of Fund                                                           of Shares
------------                                                           ---------
<S>                                                                    <C>
Delafield Fund, Inc................................................... 6,807,208
</TABLE>

Ownership of Shares

  As of July 31, 2000, except for Vincent Sellecchia, who owns 4.36% of the
Fund and as described below with respect to J. Dennis Delafield, the Fund
believes that no Director or officer owned one percent or more of the Fund. As
of July 31, 2000, the following persons owned beneficially 5% or more of the
shares of the Fund:

<TABLE>
<CAPTION>
                                                         Shares    Percentage of
                                                      Beneficially  Outstanding
Name and Address                                         Owned     Shares Owned
----------------                                      ------------ -------------
<S>                                                   <C>          <C>
J. Dennis Delafield
c/o Delafield Asset Management
600 Fifth Avenue
New York, NY 10020...................................   595,265        8.76%
</TABLE>

                                      D-1
<PAGE>

DELPX00
<PAGE>

600 FIFTH AVENUE
NEW YORK, NEW YORK 10020







                         PLEASE VOTE YOUR PROXY TODAY

       Prompt response will save the expense of additional solicitations

CHOOSE THE VOTING METHOD THAT IS MOST CONVENIENT FOR YOU.

1.  VOTE BY MAIL: Sign and date your proxy card and return it in the enclosed
    ------------
    postage paid envelope. NOTE: Your proxy is not valid unless it is signed.
                                 -------------------------------------------

2.  VOTE BY TOUCH-TONE PHONE: Dial 1-800-690-6903, enter the CONTROL NUMBER
    ------------------------
    printed in the right-hand column and follow the simple instructions.
    Telephone voting is available 24 hours a day, 7 days a week. THE CALL IS
                                                                 -----------
    TOLL-FREE. If you received more than one proxy card, you can vote each card
    ---------
    during the call. Each card has a different control number.

3.  VOTE VIA THE INTERNET: Log on to www.proxyvote.com, enter the CONTROL
    ---------------------
    NUMBER printed in the right-hand column and follow the instructions on the
    screen. If you received more than one proxy card, you may vote them all
    during the same session. Each card has a different control number.

                       IF YOU VOTE BY PHONE OR INTERNET,
                     PLEASE DO NOT RETURN YOUR PROXY CARD.

                              VOTE TODAY BY MAIL,
                       TOUCH-TONE PHONE OR THE INTERNET
                         CALL TOLL-FREE 1-800-690-6903
                        OR LOG ON TO www.proxyvote.com


                             DELAFIELD FUND, INC.
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
               SPECIAL MEETING OF SHAREHOLDERS--OCTOBER 10, 2000

  THE UNDERSIGNED SHAREHOLDER OF DELAFIELD FUND, INC. (THE "FUND") HEREBY
APPOINTS RICHARD DE SANCTIS AND BERNADETTE N. FINN, AND EACH OF THEM, AS
ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH POWER OF SUBSTITUTION, TO VOTE
ALL OF THE SHARES OF COMMON STOCK OF THE FUND STANDING IN THE NAME OF THE
UNDERSIGNED AT THE CLOSE OF BUSINESS ON AUGUST 15, 2000 AT THE SPECIAL MEETING
OF SHAREHOLDERS OF THE FUND TO BE HELD AT THE OFFICES OF THE FUND AT 600 FIFTH
AVENUE, NEW YORK, NY 10020 AT 9:35 A.M. ON OCTOBER 10, 2000, AND AT ALL
ADJOURNMENTS THEREOF, WITH ALL OF THE POWERS THE UNDERSIGNED WOULD POSSESS IF
THEN AND THERE PERSONALLY PRESENT AND ESPECIALLY (BUT WITHOUT LIMITING THE
GENERAL AUTHORIZATION AND POWER THEREBY GIVEN) TO VOTE AS INDICATED ON THE
PROPOSALS, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT FOR THE MEETING AND
VOTE AND ACT ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING.

  THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED "FOR"
THE PROPOSALS LISTED BELOW UNLESS OTHERWISE INDICATED.

BY SIGNING AND DATING THE LOWER PORTION OF THIS 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 ANY OTHER MATTER AS MAY PROPERLY
COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE
MEETING, PLEASE COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS CARD AT
ONCE IN THE ENCLOSED ENVELOPE.


<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]               DELAFI      KEEP THIS PORTION FOR YOUR RECORDS
---------------------------------------------------------------------------------------------------------------------------
                                                                                        DETACH AND RETURN THIS PORTION ONLY
                                  THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
---------------------------------------------------------------------------------------------------------------------------
DELAFIELD FUND, INC.
<S>                                                                                        <C>




  Vote On Proposals                                                                        For   Against   Abstain

1. TO APPROVE A NEW INVESTMENT MANAGEMENT CONTRACT                                          [_]      [_]       [_]

2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS
   OF THE FUND FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2000                                 [_]      [_]       [_]

PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL
JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE.


----------------------------------------------       --------------------------------------------
SIGNATURE                             DATE           SIGNATURE (JOINT OWNERS)           DATE
</TABLE>


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