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
THE ZWEIG 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)(1)
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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/ / 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
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(1) Amount Previously Paid:
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THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
April 17, 2000
DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders of
The Zweig Fund, Inc. (the "Fund") to be held on Monday, May 22, 2000 at
10:00 A.M. at The St. Regis Hotel, located at 2 East 55th Street (between Fifth
and Madison Avenues), New York, New York.
The accompanying Notice of Annual Meeting of Shareholders and Proxy
Statement present proposals to be considered at the Annual Meeting.
The Board of Directors recommends that you vote FOR the election to the
Board of the two current Directors who are standing for re-election
(Proposal 1), and vote FOR the ratification of the Board's selection of
PricewaterhouseCoopers LLP as the Fund's independent accountants for its
2000 fiscal year (Proposal 2).
This meeting will give you an opportunity to hear a report on the Fund and
to discuss other matters of interest to you as a shareholder.
We hope that you will be able to attend the meeting. Whether or not you plan
to attend, please complete, date, sign and mail the enclosed proxy card to
assure that your shares are represented at the meeting.
MARTIN E. ZWEIG,
CHAIRMAN OF THE BOARD
AND PRESIDENT
THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2000
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TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders (the "Meeting") of The Zweig Fund, Inc.,
a Maryland corporation (the "Fund"), will be held Monday, May 22, 2000 at 10:00
A.M. at The St. Regis Hotel, located at 2 East 55th Street (between Fifth and
Madison Avenues), New York, New York for the following purposes all of which are
more fully described in the accompanying Proxy Statement:
1. ELECT DIRECTORS:
To vote upon the election of two Directors to serve until the Annual
Meeting of Shareholders in 2003;
2. INDEPENDENT ACCOUNTANTS:
To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund for the year ending December 31, 2000; and
3. OTHER BUSINESS:
To transact such other business as may properly come before the Meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on February 28, 2000
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting or any postponement or adjournment thereof. The
enclosed proxy is being solicited on behalf of the Board of Directors.
By Order of the Board of Directors of
The Zweig Fund, Inc.
MARTIN E. ZWEIG,
CHAIRMAN OF THE BOARD
New York, New York
April 17, 2000
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IMPORTANT:
YOU ARE INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED
FOR YOUR CONVENIENCE AND REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY SAVE THE FUND THE NECESSITY
AND EXPENSE OF FURTHER SOLICITATIONS TO ASSURE A QUORUM AT THE MEETING. A
PROXY WILL NOT BE REQUIRED FOR ADMISSION TO THE MEETING.
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THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2000
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This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Zweig Fund, Inc., a Maryland
corporation (the "Fund"), for use at the Annual Meeting of Shareholders to be
held at The St. Regis Hotel, located at 2 East 55th Street, New York, New York
on Monday, May 22, 2000 at 10:00 A.M., and at any and all adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting dated
April 17, 2000.
If the accompanying form of proxy is properly executed and returned in time
to be voted at the Meeting, the shares will be voted in accordance with the
instructions marked by the shareholder. Executed proxies that are unmarked will
be voted (1) "for" the election of the two nominees of the Board of Directors as
Directors of the Fund, and (2) "for" the proposal to ratify the Board of
Directors' selection of PricewaterhouseCoopers LLP as independent accountants of
the Fund for the year ending December 31, 2000. A shareholder can revoke the
proxy prior to its use by appearing at the Meeting and voting in person, by
giving written notice of such revocation to the Secretary of the Fund, or by
returning a subsequently dated proxy.
The election of Directors (Proposal 1) requires a plurality of the votes
cast at the Meeting. The ratification of the selection of the independent
accountants (Proposal 2) requires the affirmative vote of a majority of the
votes cast at the Meeting. With respect to both Proposals, an abstention does
not constitute a vote "for" or "against" and will be disregarded in calculating
the votes cast as to such matter, and "broker non-votes" (i.e., where a broker
or nominee submits a proxy specifically indicating the lack of discretionary
authority to vote on a matter) will be treated in the same manner as
abstentions.
The Board of Directors of the Fund has fixed the close of business on
February 28, 2000 as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting. As of the record date,
60,135,623 shares of the Fund's common stock were outstanding. To the best of
the Fund's knowledge, no person beneficially owns more than five percent of the
outstanding shares of the Fund's common stock.
The Annual Report of the Fund for the year ended December 31, 1999,
including financial statements, has been mailed to shareholders of record at the
close of business on that date, and to persons who became shareholders of record
between that time and the close of business on February 28, 2000.
The Fund will furnish, without charge, another copy of the Fund's
December 31, 1999 Annual Report to any shareholder who requests it by contacting
the Fund's Administrator, Phoenix Equity Planning Corp., 100 Bright Meadow
Blvd., P.O. Box 2020, Enfield, Connecticut 06083-2200, Attention: Shareholder
Services; Toll-free telephone number 1-800-272-2700.
This Proxy Statement and the accompanying form of proxy will be first sent
to shareholders on or about April 17, 2000.
PROPOSAL 1
ELECTION OF DIRECTORS
The members of the Board of Directors of the Fund are divided into three
classes with the term of office of one class expiring each year. At the
forthcoming Annual Meeting, two Directors will be elected to serve a three-year
term (until the third succeeding Annual Meeting in 2003). Unless authority to
vote for the election of Directors is withheld, the enclosed proxy will be voted
for the election of the
1
nominees named below. While management has no reason to believe that the
nominees will not be available as candidates, should such a situation arise,
proxies may be voted for the election of such other persons as a Director, as
the holders of the proxies may, in their discretion, determine.
The Fund's Board of Directors has appointed a Nominating Committee which
makes annual recommendations as to the individuals to be nominated by the Fund's
Board of Directors for election as Directors at the forthcoming Annual Meeting
and selects candidates for election by the Board of Directors to fill any
vacancies in the Board of Directors, including those resulting from an increase
in the number of Directors. The Fund's Nominating Committee consists of at least
two Directors who are not "interested persons" (as defined in the Investment
Company of 1940, as amended (the "1940 Act")) of the Fund or its investment
adviser.
Based on the recommendations made by the Fund's Nominating Committee at its
meeting held in February 2000, the Board of Directors of the Fund has nominated
Charles H. Brunie and James B. Rogers, Jr., who are presently Directors of the
Fund, for re-election to the Board of the Fund, to each serve until the third
succeeding Annual Meeting in 2003.
Background information with respect to the current Directors appears below.
SHARES
BUSINESS EXPERIENCE OF FUND
NAME, ADDRESS AND AGE(1) DURING THE PAST FIVE YEARS OWNED(2)
------------------------ -------------------------- --------
Martin E. Zweig* .................... Chairman of the Board and President of the 93,823(3)
900 Third Avenue Fund since 1986; President of Zweig
New York, New York 10022 Consulting LLC (the "Sub-Adviser") and
57 Phoenix-Zweig Trust; Chairman of the Board
and President of The Zweig Total Return
Fund, Inc. since 1988; Managing Director of
Zweig-DiMenna Associates LLC; President of
Zweig-DiMenna International Managers Inc.,
Zweig-DiMenna Associates, Inc. and Gotham
Advisors, Inc.; Shareholder, Watermark
Securities, Inc.; formerly President and
Director of Zweig Total Return
Advisors, Inc. and of Zweig Advi-
sors, Inc.; formerly Chairman of
Zweig/Glaser Advisers and Euclid Advisors
LLC; Member of the Undergraduate Executive
Board of The Wharton School, University of
Pennsylvania; Trustee of the Manhattan
Institute.
Charles H. Brunie ................... Director of the Fund since 1998; Director of 30,000
21 Elm Rock Road The Zweig Total Return Fund, Inc. since 1988;
Bronxville, NY 10708 Chairman Emeritus of Oppenheimer Capital;
69 and Chairman Emeritus, Board of Trustees of
the Manhattan Institute.
Elliot S. Jaffe ..................... Director of the Fund since 1988; Director of 12,400(4)
30 Dunnigan Drive The Zweig Total Return Fund, Inc. since 1988;
Suffern, NY 10901 Chairman and Chief Executive Officer of The
73 Dress Barn, Inc.; Director of National
Retail Federation; Director of Shearson
Appreciation Fund; Director of Shearson
Managed Governments, Inc.; Director of
Shearson Income Trust; Director of Shearson
Lehman Small Capitalization Fund; Director
of Stamford Hospital Foundation; Member of
the Board of Overseers of The School of
Arts and Sciences, University of
Pennsylvania; Trustee Teachers College,
Columbia University.
2
SHARES
BUSINESS EXPERIENCE OF FUND
NAME, ADDRESS AND AGE(1) DURING THE PAST FIVE YEARS OWNED(2)
------------------------ -------------------------- --------
Alden C. Olson ...................... Director of the Fund since 1996; Director of 2,000(5)
2711 Ramparte Path The Zweig Total Return Fund, Inc. since 1996;
Holt, Michigan 48842 Chartered Financial Analyst; formerly
71 Director of First National Bank of
Michigan; formerly Professor of Financial
Management, Investments at Michigan State
University.
James B. Rogers, Jr. ................ Director of the Fund since 1986; Director of 4,449
352 Riverside Drive The Zweig Total Return Fund, Inc. since 1988;
New York, NY 10025 Private Investor; Chairman of Beeland
57 Interests; Regular Commentator on CNBC;
Author of "Investment Biker: On the Road
with Jim Rogers"; Director of Emerging
Markets Brewery Fund; Director of Levco
Series Trust; Sometimes Visiting Professor
at Columbia University; Columnist for WORTH
Magazine.
Anthony M. Santomero ................ Director of the Fund since 1986; Director of 3,000
Steinberg-Dietrich Hall The Zweig Total Return Fund, Inc. since 1988;
Wharton School Richard K. Mellon Professor of Finance, The
University of Pennsylvania Wharton School, University of Pennsylvania;
Philadelphia, PA 19104 Director of Wharton Financial Institution
53 Center; Trustee of Blackrock Funds;
formerly Director of Municipal Fund for New
York Investors; formerly Director of
Municipal Fund for California Investors;
formerly Trustee of Compass Capital Funds.
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* Director considered to be an "Interested Person," as that term is defined
in the 1940 Act. Dr. Zweig is considered an interested person of the Fund
because, among other things, he is an officer of the Fund. On March 1, 1999, the
shareholders of Zweig Advisors Inc. (which was then the Fund's investment
adviser) sold their shares of common stock in such adviser to Phoenix Investment
Partners, Ltd. ("Phoenix"), a large, diversified financial services organization
which is a 60%-owned indirect subsidiary of Phoenix Home Life Mutual Insurance
Company. In such transaction, Dr. Zweig sold 58.5225 shares of the common stock
of Zweig Advisors Inc., representing 54.81% of such adviser's outstanding common
stock, to Phoenix for the aggregate sum of $17,490,585 (without giving effect to
certain contingent payments).
(1) The terms of the Directors who are not nominees at the current annual
meeting are: Professors Olson and Santomero and Dr. Zweig who will continue in
office until the annual meeting in 2001 and Mr. Jaffe who will continue in
office until the annual meeting in 2002.
(2) The information as to beneficial ownership is based on statements
furnished to the Fund by the Directors and reflects ownership as of January 1,
2000. Except as otherwise indicated, each person has sole voting and investment
power with respect to the shares listed as owned by him. Fractional shares are
rounded off to the nearest whole share. The Directors and officers of the Fund,
as a group, beneficially own less than 1% of the outstanding shares of the Fund.
(3) Does not include 55,494 shares held by Dr. Zweig as co-trustee for his
sons, as to which he disclaims beneficial ownership. Includes 24,240 shares
owned by Dr. Zweig's individual retirement account, as to which he has sole
voting and investment power.
(4) Does not include 10,000 shares held by Mr. Jaffe's wife, as to which he
disclaims beneficial ownership.
(5) Includes 342 shares owned by Professor Olson's individual retirement
account, as to which he has sole voting and investment power.
3
COMPENSATION OF DIRECTORS AND OFFICERS
During the year ended December 31, 1999, the Fund paid Directors' fees,
aggregating $92,000 to the Directors who were not interested persons of the Fund
or its investment adviser. The Fund pays each Director who is not an interested
person of the Fund or its investment adviser an annual fee of $10,000 and a fee
of $1,500 for attendance at each meeting of the Board of Directors or a
committee of the Board. The Fund also reimburses its Directors for their actual
out-of-pocket expenses relating to attendance at such meetings.
Set forth below is the compensation paid by the Fund and The Zweig Total
Return Fund, Inc. to current Directors for the year ended December 31, 1999. The
Fund does not pay any pension or retirement benefits to its Directors.
AGGREGATE
COMPENSATION TOTAL COMPENSATION FROM
FROM THE THE FUND AND THE ZWEIG
DIRECTORS FUND TOTAL RETURN FUND, INC.
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Charles H. Brunie............................... $16,000 $32,000
Elliot S. Jaffe............................... . $19,000 $38,000
Alden C. Olson................................ . $19,000 $38,000
James B. Rogers, Jr........................... . $17,500 $35,000
Anthony M. Santomero.......................... . $20,500 $41,000
Jeffrey Lazar, Executive Vice President and Treasurer of the Fund, and
Christopher Capano, Vice President and Assistant Treasurer of the Fund, are the
only executive officers of the Fund not disclosed in the above listing of
Directors. Mr. Lazar has been an officer of the Fund since 1987. Mr. Lazar is 40
years old and was, on January 1, 2000, the beneficial owner of 8,045 shares of
the common stock of the Fund, of which 1,591 shares are owned through his
individual retirement account. Mr. Lazar is Senior Vice President of
Zweig/Glaser Advisers LLC (the "Adviser"). Mr. Capano has worked for the Adviser
and its affiliates since 1994 and has been an officer of the Fund since 1996.
Mr. Capano is 32 years old and was, on January 1, 2000, the beneficial owner of
247 shares of the common stock of the Fund.
COMMITTEES AND BOARD OF DIRECTORS' MEETINGS
The Fund's Board of Directors has a standing Audit Committee, which consists
of Messrs. Jaffe, Olson and Santomero, each of whom is not an interested person
of the Fund. The Audit Committee's primary functions include recommending the
Fund's independent accountants for selection by the Board and ratification by
the shareholders and reviewing the scope of the annual audit conducted by such
accountants.
Messrs. Brunie, Rogers and Santomero, each of whom is not an interested
person of the Fund, are members of the Nominating Committee of the Board of
Directors of the Fund. The Fund's Nominating Committee considers candidates for
election to fill vacancies on the Board of Directors, and will consider
recommendations from shareholders for possible nominees. Such recommendations
should be accompanied by a biography of the recommended candidate and should be
submitted to the Secretary of the Fund. The Fund has no standing compensation
committee.
The Board of Directors of the Fund held four meetings during the year ended
December 31, 1999, and also held one meeting in February 2000. The Fund's
Nominating Committee held one meeting during the year ended December 31, 1999
and met in advance of the February 2000 Board meeting, at which time the
Nominating Committee recommended the nominees for re-election to the Board. The
Fund's Audit Committee held two meetings during the year ended December 31, 1999
and one meeting in February 2000. Each of the nominees and each of the Directors
whose terms will continue after the forthcoming annual meeting attended at least
75% of the total number of Board meetings and his respective committee meetings
held during the 1999 year.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RE-ELECTION OF THE NOMINEES.
4
PROPOSAL 2
RATIFICATION OR REJECTION OF
SELECTION OF INDEPENDENT ACCOUNTANTS
At the recommendation of the Audit Committee of the Fund, 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 PricewaterhouseCoopers
LLP to serve as independent accountants of the Fund for the year ending December
31, 2000. Pursuant to the provisions of the 1940 Act, this selection is subject
to the right of the Fund's shareholders, by vote of a majority of the
outstanding voting securities of such Fund (which is defined in the 1940 Act to
mean the lesser of either (a) the vote of 67% or more of the shares of the Fund
present at a meeting, if the holders of more than 50% of the outstanding shares
are present or represented by proxy, or (b) the vote of more than 50% of the
outstanding shares of the Fund) at any meeting called for the purpose of voting
on such action, to terminate such employment immediately without penalty. The
Board's selection is submitted to the shareholders for ratification or
rejection.
Services performed by PricewaterhouseCoopers LLP during the most recent year
included audit of the financial statements of the Fund and services related to
filings with the Securities and Exchange Commission. The Fund knows of no direct
or indirect financial interest of such firm in the Fund.
A representative of PricewaterhouseCoopers LLP is expected to be present at
the Meeting and will have the opportunity to make a statement if he or she so
desires and to respond to questions from shareholders. Ratification of the
selection of PricewaterhouseCoopers LLP requires the affirmative vote of a
majority of the votes cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2000.
INVESTMENT ADVISER, ADMINISTRATOR AND SUB-ADVISER
Zweig/Glaser Advisers LLC (the "Adviser") serves as the Fund's investment
adviser. The Adviser's principal business office is located at 900 Third Avenue,
New York, New York 10022. All of the Adviser's outstanding equity interests are
directly owned by Phoenix Investment Partners, Ltd. ("Phoenix"), a large,
diversified financial services organization which is a 60%-owned indirect
subsidiary of Phoenix Home Life Mutual Insurance Company.
Phoenix Equity Planning Corp. (the "Administrator") serves as the Fund's
administrator. The Administrator's principal business office is located at 100
Bright Meadow Blvd., P.O. Box 2020, Enfield, Connecticut 06083-2200. All of the
Administrator's outstanding equity interests are owned by Phoenix.
Zweig Consulting LLC, which serves as the Fund's sub-adviser, performs
certain asset allocation research and analysis and provides such advice to the
Adviser. The Sub-Adviser's principal business office is located at 900 Third
Avenue, New York, New York 10022. Dr. Zweig is President and principal owner of
the Sub-Adviser. The Sub-Adviser's fees are paid by the Adviser.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires, among other
persons, the officers and Directors of the Fund and the Adviser to file reports
of ownership and changes in ownership of the shares of common stock of the Fund
with the Securities and Exchange Commission and the New York Stock Exchange. The
Securities and Exchange Commission's regulations also require such reporting
persons to furnish the Fund with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms received by it, and on
written representations from certain reporting persons, the Fund believes that
during the year ended December 31, 1999, there was compliance with all Section
16(a) filing requirements applicable to its reporting persons, except that
Charles H. Brunie, a Director of the Fund, filed one late report with respect to
a purchase of the Fund's shares of common stock.
5
ADDITIONAL INFORMATION
OTHER MATTERS
The Board of Directors knows of no matters to be presented at the Meeting
other than those specified in the accompanying Notice of Annual Meeting.
However, if any other matter is properly presented before the Meeting, it is the
intention of the persons named as proxies to vote in accordance with their best
judgment.
EXPENSES
The Fund will bear the expense of the Meeting, including preparation,
printing and mailing of the enclosed form of proxy and accompanying Notice of
Annual Meeting and this Proxy Statement. The Fund, upon request, will reimburse
banks, brokers and others for their reasonable expenses in forwarding proxy
solicitation material to the beneficial owners of the Fund's common stock. In
order to obtain the necessary quorum at the Meeting, supplementary solicitation
may be made by mail, telephone or personal interviews by officers or employees
of the Fund and/or Adviser.
VOTE REQUIRED
The election of Directors (Proposal 1) requires a plurality of the votes
cast at the Meeting. The ratification of the selection of the independent
accountants (Proposal 2) requires the affirmative vote of a majority of the
votes cast at the Meeting. The following principles of Maryland law apply to the
voting of shares of common stock at the Meeting. The presence in person or by
proxy of shareholders entitled to vote a majority of the outstanding shares will
constitute a quorum. Shares represented by proxy or in person at the Meeting,
including shares represented by proxies that reflect abstentions and broker
non-votes (hereinafter defined), will be counted as present in the determination
of a quorum. With respect to both Proposals, an abstention does not constitute a
vote "for" or "against" and will be disregarded in calculating the votes cast as
to such matter, and "broker non-votes" (i.e., where a broker or nominee submits
a proxy specifically indicating the lack of discretionary authority to vote on a
matter) will be treated in the same manner as abstentions. It is anticipated
that votes will be tabulated by State Street Bank & Trust Company, the Fund's
transfer agent.
PROPOSALS FOR 2001 MEETING
Any proposals of shareholders that are intended to be presented at the
Fund's 2001 Annual Meeting of Shareholders must be received at the Fund's
principal executive offices no later than December 18, 2000, and must comply
with all other legal requirements in order to be included in the Fund's proxy
statement and form of proxy for that meeting.
New York, New York By Order of the Board of Directors of
April 17, 2000 The Zweig Fund, Inc.
MARTIN E. ZWEIG,
CHAIRMAN OF THE BOARD
4902-PS-00
6
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THE ZWEIG FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2000
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned shareholder of The Zweig Fund, Inc., a Maryland corporation (the "Fund"), hereby appoints
MARTIN E. ZWEIG and JEFFREY LAZAR, and each of them, with full power of substitution and revocation, as proxies to
represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at The St. Regis Hotel, located at
2 East 55th Street, New York, New York, on May 22, 2000, at 10:00 A.M., and at any and all adjournments thereof,
and to vote at the Annual Meeting all shares of the Fund which the undersigned would be entitled to vote, with all powers
the undersigned would possess if personally present in accordance with the instructions on the reverse side of
this proxy.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE AS REGARDS A PARTICULAR OR OTHER MATTERS, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS
(PROPOSAL 1), FOR THE RATIFICATION OF THE SELECTION OF THE INDEPENDENT ACCOUNTANTS (PROPOSAL 2), AND IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
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Please mark boxes or in blue or black ink.
1. GRANTING WITHHOLDING authority to vote for the election as directors of both nominees listed below:
Charles H. Brunie and James B. Rogers, Jr.
(Instructions: To withhold authority to vote for any individual nominee, strike a line through the nominee's name.)
2. With respect to the proposal to ratify the selection of PricewaterhouseCoopers LLP as independent accountants of the
Fund for the year ending December 31, 2000. FOR AGAINST ABSTAIN
3. In their discretion, on such other matters as may properly come before the meeting and any adjournments thereof.
Your Board of Directors recommends that you vote in favor of Proposals 1 and 2.
Please sign exactly as name or names appear on this proxy. If
stock is held jointly, each holder should sign. If signing as
attorney, trustee, executor, administrator, custodian, guardian
or corporate officer, please give full title.
Dated: , 2000
Signature
Signature
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
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