<PAGE>
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
WORLDWIDE DOLLARVEST FUND, INC.
P.O BOX 9011
PRINCETON, NEW JERSEY 08543-9011
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Same as above
- --------------------------------------------------------------------------------
(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)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
WORLDWIDE DOLLARVEST FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
May 26, 1999
TO THE STOCKHOLDERS OF WORLDWIDE DOLLARVEST FUND, INC.:
Notice is hereby given that the 1999 Annual Meeting of Stockholders (the
"Meeting") of Worldwide DollarVest Fund, Inc. (the "Fund") will be held at the
offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on May 26, 1999, at 10:15 A.M. for the following
purposes:
(1) To elect eight 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 March 31, 1999 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of the Fund entitled to vote at the Meeting
will be available and open to the examination of any stockholder of the Fund for
any purpose germane to the Meeting during ordinary business hours from and after
May 12, 1999 at the office of the Fund, 800 Scudders Mill Road, Plainsboro, New
Jersey. You are cordially invited to attend the Meeting. Stockholders who do not
expect to attend the Meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the envelope provided for
this purpose. The enclosed proxy is being solicited on behalf of the Board of
Directors of the Fund.
By Order of the Board of Directors
ROBERT HARRIS
SECRETARY
Plainsboro, New Jersey
Dated: April 15, 1999
<PAGE>
PROXY STATEMENT
------------------------
WORLDWIDE DOLLARVEST FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
------------------------
1999 ANNUAL MEETING OF STOCKHOLDERS
May 26, 1999
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Worldwide DollarVest Fund, Inc., a
Maryland corporation (the "Fund"), to be voted at the 1999 Annual Meeting of
Stockholders of the Fund (the "Meeting"), to be held at the offices of Merrill
Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill Road, Plainsboro, New
Jersey, on Wednesday, May 26, 1999 at 10:15 A.M. The approximate mailing date of
this Proxy Statement is April 19, 1999.
All properly executed proxies received prior to the Meeting will be voted at the
Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted FOR the election of the Board of Directors to serve until the next
Annual Meeting of Stockholders 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 March 31, 1999 as the
record date (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 the Record Date, the
Fund had outstanding 6,494,144 shares of common stock, par value $.10 per share
("Common Stock"). To the knowledge of the Fund, as of the Record Date, 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>
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
listed below.
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 below:
<TABLE>
<CAPTION>
Shares of
Common Stock
of the Fund
Principal Occupation Beneficially
During Past Five Years Director Owned on the
Name and Address and Public Directorships(1) Age Since Record Date
- --------------------------------- ---------------------------------------------- --- ----------- ---------------
<S> <C> <C> <C> <C>
Terry K. Glenn* ................. Executive Vice President of MLAM and Fund 58 1999 0
P.O. Box 9011 Asset Management, L.P. ("FAM") since 1983;
Princeton, New Jersey Executive Vice President and Director of
08543-9011 Princeton Services, Inc. ("Princeton
Services") since 1993; President of
Princeton Funds Distributor, Inc. ("PFD")
since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P.
since 1988.
Donald Cecil(2) ................. Special Limited Partner of Cumberland 72 1994 0
1114 Avenue of the Americas Associates (investment partnership) since
New York, New York 10036 1982; Member of Institute of Chartered
Financial Analysts; Member and Chairman of
Westchester County (N.Y.) Board of
Transportation.
Roland M. Machold(2) ............ Director of the State of New Jersey Division 62 1998 0
1091 Princeton-Kingston Road of Investment from 1977 to 1998; Trustee of
Princeton, New Jersey 08540 Bryn Mawr College since 1990 and of
Teacher's College, Columbia University since
1985; Co-Chair Emeritus and Founding
Director of the Council of Institutional
Investors; Member of the Capital Formation
and Regulatory Processes Advisory Committee
of the Securities and Exchange Commission
from 1995 to 1996; Member of the
Institutional Investor Advisory Committee of
the New York Stock Exchange from 1992 to
1995.
Edward H. Meyer(2) .............. President of Grey Advertising, Inc. since 72 1994 0
777 Third Avenue 1968, Chief Executive Officer since 1970 and
New York, New York 10017 Chairman of the Board of Directors since
1972; Director of The May Department Stores
Company, Bowne & Co., Inc. (financial
printers), Ethan Allen Interiors, Inc. and
Harman International Industries, Inc.
</TABLE>
(FOOTNOTES ON FOLLOWING PAGE)
2
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
of the Fund
Principal Occupation Beneficially
During Past Five Years Director Owned on the
Name and Address and Public Directorships(1) Age Since Record Date
- --------------------------------- ---------------------------------------------- --- ----------- ---------------
<S> <C> <C> <C> <C>
Charles C. Reilly(2) ............ Self-employed financial consultant since 1990; 67 1994 149
9 Hampton Harbor Road President and Chief Investment Officer of
Hampton Bays, New York 11946 Verus Capital, Inc. from 1979 to 1990;
Senior Vice President of Arnhold and S.
Bleichroeder, Inc. from 1973 to 1990;
Adjunct Professor, Columbia University
Graduate School of Business from 1990 to
1991; Adjunct Professor, Wharton School,
University of Pennsylvania from 1989 to
1990.
Richard R. West(2) .............. Professor of Finance since 1984, Dean from 61 1994 0
Box 604 1984 to 1993 and currently Dean Emeritus of
Genoa, Nevada 89411 New York University Leonard N. Stern School
of Business Administration; Director of
Bowne & Co., Inc. (financial printers),
Vornado, Inc. (real estate holding company),
Vornado Operating Company, Inc. and
Alexander's Inc. (real estate company).
Arthur Zeikel* .................. Chairman of FAM and MLAM from 1997 to 1999; 66 1994 0
300 Woodland Avenue President of FAM and MLAM from 1977 to 1997;
Westfield, New Jersey 07090 Chairman of Princeton Services from 1997 to
1999, Director thereof from 1993 to 1999,
and President thereof from 1993 to 1997;
Executive Vice President of Merrill Lynch &
Co., Inc. ("ML & Co.") from 1990 to 1999.
Edward D. Zinbarg(2) ............ Executive Vice President of The Prudential 64 1994 0
5 Hardwell Road Insurance Company of America from 1988 to
Short Hills, New Jersey 1994; former Director of Prudential
07078-2117 Reinsurance Company and former Trustee of
the Prudential Foundation.
</TABLE>
* 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 or trustee of certain other investment
companies for which FAM, MLAM or their affiliates 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 November 30, 1998, the Board of Directors held four
meetings and the Audit Committee held four meetings. Each of the Directors then
in office attended at least 75% of the aggregate
3
<PAGE>
of the total number of meetings of the Board of Directors held during the fiscal
year and, if a member, of the total number of meetings held by all committees of
the Board on which he served during such period, except Mr. Meyer who attended
50% of such meetings.
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 fiscal year ended
November 30, 1998, 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 Michael J. Hennewinkel inadvertently failed to make a
timely Form 3 filing to report his election as a Senior Vice President of FAM.
INTERESTED PERSONS. The Fund considers Messrs. Zeikel and Glenn to be
"interested persons" of the Fund within the meaning of Section 2(a)(19) of the
Investment Company Act because of the positions each holds or has held with FAM
and its affiliates. Mr. Glenn is the President of the Fund.
COMPENSATION OF DIRECTORS AND OFFICERS. FAM, the Fund's investment adviser,
pays all compensation of all officers of the Fund and all Directors of the Fund
who are affiliated with ML & Co. or its subsidiaries. The Fund pays each
Director not affiliated with FAM (each a "non-affiliated Director") a fee of
$2,000 per year plus $500 per regular meeting attended, together with such
Director's actual out-of-pocket expenses relating to attendance at meetings. The
Fund also pays each member of its Audit Committee, which consists of all the
non-affiliated Directors, a fee of $500 per meeting attended, together with such
Director's out-of-pocket expenses relating to attendance at meetings. These fees
and expenses aggregated $28,192 for the fiscal year ended November 30, 1998.
The following table sets forth for the fiscal year ended November 30, 1998
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ended December 31, 1998, the aggregate
4
<PAGE>
compensation paid by all registered investment companies advised by FAM and its
affiliate, MLAM ("FAM/MLAM advised funds") to the non-affiliated Directors.
<TABLE>
<CAPTION>
Pension or Retirement Aggregate Compensation
Benefits Accrued as from Fund,
Name of Compensation Part and FAM/MLAM Advised
Director from Fund of Fund Expenses Funds Paid to Directors
- --------------------------- ------------- ----------------------- ------------------------
<S> <C> <C> <C>
Donald Cecil(1) $ 6,000 None $ 277,808
Roland M. Machold (1) $ 792 None $ 39,208(2)
Edward H. Meyer(1) $ 4,000 None $ 214,558
Charles C. Reilly(1) $ 6,000 None $ 362,858
Richard R. West(1) $ 6,000 None $ 346,125
Edward D. Zinbarg(1) $ 6,000 None $ 133,959
</TABLE>
(1) The Directors serve on the Boards of FAM/MLAM advised funds as follows: Mr.
Cecil (34 registered investment companies consisting of 34 portfolios), Mr.
Machold (19 registered investment companies consisting of 19 portfolios), Mr.
Meyer (34 registered investment companies consisting of 34 portfolios), Mr.
Reilly (57 registered investment companies consisting of 70 portfolios), Mr.
West (58 registered investment companies consisting of 79 portfolios) and Mr.
Zinbarg (19 registered investment companies consisting of 19 portfolios).
(2) Mr. Machold was elected a Director of the Fund and a director or trustee of
certain other FAM/MLAM advised funds on October 20, 1998.
OFFICERS OF THE FUND. The Board of Directors has elected five 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>
Terry K. Glenn ................................................................. President 58 1994*
Executive Vice President of FAM and MLAM since 1983; Executive Vice President
and Director of Princeton Services since 1993; President of PFD since 1986 and
Director thereof since 1991; President of Princeton Administrators, L.P. since
1988.
Joseph T. Monagle .............................................................. Senior Vice 50 1994
Senior Vice President of FAM and MLAM and Department Head of the Global Fixed President
Income Division since 1990; Vice President of MLAM from 1978 to 1990; Senior
Vice President of Princeton Services since 1993.
Vincent T. Lathbury, III ....................................................... Vice President 58 1998
First Vice President of MLAM since 1997; Vice President of MLAM from 1992 to
1997; Portfolio Manager of MLAM since 1982.
Donald C. Burke ................................................................ Vice President 38 1994
Senior Vice President and Treasurer of FAM and MLAM since 1999; Senior Vice and Treasurer
President and Treasurer of Princeton Services since 1999; Vice President of
PFD since 1999; First Vice President of MLAM from 1997 to 1999; Vice President
of MLAM from 1990 to 1997; Director of Taxation of MLAM since 1990.
</TABLE>
* Mr. Glenn was elected President of the Fund in 1999. Prior to that he served
as Executive Vice President of the Fund.
5
<PAGE>
<TABLE>
<CAPTION>
Officer
Name and Principal Occupation Office Age Since
- -------------------------------------------------------------------------------- ---------------- --- ---------
<S> <C> <C> <C>
Robert Harris .................................................................. Secretary 47 1998
First Vice President of MLAM since 1997; Vice President of MLAM from 1984 to
1997 and attorney associated with MLAM since 1980; Secretary of PFD since
1982.
</TABLE>
STOCK OWNERSHIP. On the Record Date, the Directors and officers of the Fund
as a group (12 persons) owned an aggregate of less than 1% of the Common Stock
of the Fund outstanding at such date. At such date, Mr. Zeikel, a Director of
the Fund, Mr. Glenn, 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") 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 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.
In order to obtain the necessary quorum at the Meeting (i.e., a majority of the
shares of the Fund entitled to vote at the Meeting, present in person or by
proxy), supplementary solicitation may be made by mail, telephone, telegraph or
personal interview by officers of the Fund. The Fund has retained D.F. King &
Co., Inc. to assist in the solicitation of proxies at a cost of approximately
$3,500 plus out of pocket expenses.
All shares represented by properly executed proxies, unless such proxies have
previously been revoked, will be voted at the Meeting in accordance with the
directions on the proxies; if no direction is indicated, the
6
<PAGE>
shares will be voted "FOR" the Director nominees and "FOR" the ratification of
D&T as independent auditors for the Fund.
The proposal to elect the Fund's Board (Item 1) may be approved at a meeting at
which a quorum is duly constituted by the affirmative vote of a plurality of the
votes cast by the Fund's stockholders, voting in person or by proxy. The
proposal to ratify the selection of the Fund's independent auditors (Item 2) may
be approved at a meeting at which a quorum is duly constituted by the
affirmative vote of a majority of the votes cast by the Fund's stockholders,
voting in person or by proxy.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("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 to the Fund 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 the Fund that except as limited by agreement or
applicable law, it intends to vote shares held in its name for which no
instructions are received on Items 1 and 2 in the same proportion as the votes
received from beneficial owners of those shares for which instructions have been
received whether or not held in nominee name. Abstentions and broker non-votes
will not be counted as votes cast and therefore will not have an effect on the
vote on either Item 1 or Item 2.
ADDRESS OF INVESTMENT ADVISER
The principal office of FAM is 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 November 30, 1998, to any stockholder upon request. Such
requests should be directed to Worldwide DollarVest Fund, Inc., P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Robert Harris or to 1-800-456-4587
ext. 123.
STOCKHOLDER PROPOSALS
It is currently intended that the 2000 Annual Meeting of the Stockholders of the
Fund will be held in May, 2000. If a stockholder intends to present a proposal
at the 2000 Annual Meeting of Stockholders of the Fund 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 17, 1999.
By Order of the Board of Directors
ROBERT HARRIS
SECRETARY
Dated: April 15, 1999
7
<PAGE>
APPENDIX
WORLDWIDE DOLLARVEST FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Robert Harris
as proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse hereof, all the
shares of Common Stock of Worldwide DollarVest Fund, Inc. (the "Fund") held of
record by the undersigned on March 31, 1999 at the annual meeting of
stockholders of the Fund to be held on May 26, 1999 or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
By signing and dating the reverse side of 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 for any other matter as may properly come
before the meeting or any adjournment thereof. If you do not intend to
personally attend the meeting, please complete and return this card at once in
the enclosed envelope.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes /X/ or /X/ in blue or black ink.
1. ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the
contrary below) to vote for
all nominees listed below / /
WITHHOLD AUTHORITY / /
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
DONALD CECIL, TERRY K. GLENN, ROLAND M. MACHOLD, EDWARD H. MEYER,
AND EDWARD D.
CHARLES C. REILLY, RICHARD R. WEST, ARTHUR ZEIKEL ZINBARG
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 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 person.
Dated ---------------------------------------------, 1999
X ---------------------------------------------------------
Signature
X ---------------------------------------------------------
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
