SCHEDULE 14A INFORMATION

                  PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[x]  Preliminary Proxy Statement
[ ]  Confidential, for use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to (ss.) 240.14a-11c) or (ss.) 240.14a-12

                           INTERNET GROWTH FUND, INC.
      --------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

      ---------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] 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:
    (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:

Notes:






                           [INSERT NAME OF FUND], INC.
                                11 Hanover Square
                            New York, New York 10005
                        --------------------------------

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON _______ __, 2003
                        --------------------------------

To the Stockholders:

     Notice is hereby given that a special meeting of Stockholders of [Insert
Name of Fund, Inc.], formerly known as Internet Growth Fund, Inc. (the "Fund"),
will be held at the offices of the Fund at 11 Hanover Square, New York, New York
on ________, ____ __, 2003 at __ a.m. for the following purposes:

     1.   To consider a proposal to modify the Fund's fundamental investment
          objective;

     2.   To consider a proposal to modify the Fund's fundamental investment
          restriction on industry concentration;

     3.   To consider proposals to modify certain of the Fund's fundamental
          investment restrictions; and

     4.   To consider a proposal to amend the Fund's Articles of Incorporation.

     No other business may come before the meeting or any adjournment thereof.
Stockholders of record at the close of business on _______ __, 2002 are entitled
to receive notice of and to vote at the meeting or any adjournments.


                                  By Order of the Board of Directors,


                                  Monica Pelaez
                                    Secretary

New York, New York
_______ __, 2002


Please vote immediately by Signing and Returning the Enclosed Proxy Card. Delay
may cause the Fund to incur additional expenses to solicit votes for the
meeting.





                           [INSERT NAME OF FUND, INC.]
                                11 Hanover Square
                            New York, New York 10005
                        --------------------------------
                                 PROXY STATEMENT

                         Special Meeting of Stockholders
                          To Be Held on_______ __, 2003
                        --------------------------------

     This Proxy Statement, dated _______ ___, 2002, is furnished in connection
with a solicitation of proxies by [Insert Name of Fund, Inc.], formerly known as
Internet Growth Fund, Inc. (the "Fund"), to be voted at a Special Meeting of
Stockholders of the Fund to be held at the offices of the Fund at 11 Hanover
Square, New York, New York on ________ _______ __, 2003 at _____ a.m., and at
any postponement or adjournment thereof ("Meeting") for the purposes set forth
in the accompanying Notice of Special Meeting of Stockholders. Stockholders of
record at the close of business on ______ __, 2002 are entitled to be present
and to vote at the Meeting. It is expected that this Proxy Statement and the
enclosed proxy card will first be mailed to stockholders commencing on or about
_______ __, 2002.

     Stockholders can ensure that their shares are voted at the Meeting by
signing and returning the enclosed proxy card in the envelope provided. The
submission of a signed proxy will not affect a stockholder's right to attend the
Meeting and vote in person. Stockholders who execute proxies retain the right to
revoke them at any time before they are voted by filing with our Secretary a
written revocation or a proxy bearing a later date. The presence and voting at
the Meeting of a stockholder who has signed a proxy does not itself revoke that
proxy unless the stockholder attending the Meeting files a written notice of
revocation of the proxy with the Secretary of the Fund at any time prior to the
voting of the proxy.

     Proxies will be voted as specified by the stockholders. Where specific
choices are not indicated, proxies will be voted FOR approval of the proposals.
No other business may come before the Meeting.

     All costs and expenses incurred by the Fund in connection with the proxy
solicitation will be borne by the Fund. In addition to the use of the mails,
proxies may be solicited personally, by telephone, or by other means, and the
Fund may pay persons holding the Fund's shares in their names or those of their
nominees for their expenses in sending soliciting materials to their principals.
The Fund will retain __________________ to solicit proxies for a fee estimated
at $________ plus expenses, primarily by contacting stockholders by telephone
and mail. Authorizations to execute proxies may be obtained by telephonic
instructions in accordance with procedures designed to authenticate the
stockholder's identity. In all cases where a telephonic proxy is solicited, the
stockholder will be asked to provide his or her address, social security number
(in the case of an individual) or taxpayer identification number (in the case of
an entity) or other identifying information and the number of shares owned and
to confirm that the stockholder has received the Fund's Proxy Statement and
proxy card in the mail. Within 72 hours of receiving a stockholder's telephonic
voting instructions and prior to the Meeting, a confirmation will be sent to the


                                       1


stockholder to ensure that the vote has been taken in accordance with the
stockholder's instructions and to provide a telephone number to call immediately
if the stockholder's instructions are not correctly reflected in the
confirmation. Stockholders requiring further information with respect to
telephonic voting instructions or the proxy generally should contact [ ]
toll-free at [].

     Only stockholders of record at the close of business on _____ __, 2002 (the
"Record Date") are entitled to receive notice of and to vote the shares of
common stock registered in their name at the Meeting. As of the Record Date, the
Fund had 2,602,847 shares of common stock outstanding. Each share of common
stock entitles its holder to cast one vote on each matter to be voted upon at
the Meeting.

     The presence of a quorum is required to transact business at the Meeting. A
quorum is defined as the presence, either in person or by proxy, of the holders
of shares entitled to cast one-third of the votes entitled to be cast at the
Meeting. The shares represented at the Meeting by proxies that are marked
"withhold authority" or "abstain" will be counted as shares present for the
purpose of determining whether a quorum is present. Broker non-votes will also
be counted as shares present for purposes of determining a quorum. If a quorum
is not present, or if a quorum is present at the Meeting but sufficient votes to
approve a proposal are not received, the Secretary intends to move to adjourn
the meeting to a later date to permit further solicitation of proxies. The
persons named as proxies intend to vote all shares, including broker non-votes
and abstentions, in favor of motions to adjourn the Meeting to a later date.

     If such a quorum is represented at the Meeting, the approval of each of
Proposals 1, 2 and 3 requires the affirmative vote of the lesser of (1) 67% of
the shares of outstanding common stock present at the Meeting, if the holders of
more than 50% of such shares are present in person or represented by proxy, or
(2) more than 50% of the outstanding shares of common stock, and approval of
Proposal 4 requires the affirmative vote of a majority of the votes entitled to
be cast at the Meeting.

                                 SHARE OWNERSHIP

     The following table sets forth information regarding the beneficial
ownership of the Fund's outstanding shares as of the Record Date by (1) each
director and executive officer and (2) all directors and executive officers as a
group.

Name of Director/Officer      Number of Shares     Percent of Outstanding Shares
Interested Directors:
Thomas B. Winmill                                              [**]

Non-Interested Directors:
George B. Langa                                                [**]
David R. Stack
Peter K. Werner

                                       2


Officers:
William Vohrer
Marion E. Morris
Monica Pelaez

Total shares held by directors and officers as a group: [**]

** Less than 1% of the outstanding shares. Investor Service Center, Inc., 11
Hanover Square, New York, NY 10005, an affiliate of the Investment Manager, owns
125,000 shares (4.80%) of the common stock of the Fund as of the Record Date.

     Except as set forth  below,  which is derived  from a Form 13F filing as of
the quarter ended  September 30, 2002, as of the Record Date,  the Fund does not
know of any person who owns beneficially more than 5% of the Fund's  outstanding
shares:

Name/Address                Number of Shares Owned     Percentage Ownership
- ------------                ----------------------     --------------------
Financial & Investment              169,685                   6.51%
Management Group, Ltd.
417 St. Joseph Street
Suttons Bay, MI  49682


                 BACKGROUND INFORMATION REGARDING THE PROPOSALS

     The investment objective of the Fund, formerly known as the Internet Growth
Fund, Inc., is to seek capital appreciation by investing in a portfolio
consisting primarily of equity securities issued by companies that the
investment manager, CEF Advisers, Inc. (the "Investment Manager"), believes will
benefit from the growth of the Internet. The Board, after careful consideration
of the investment objective, policies and restrictions of the Fund and the
investment potential of securities of companies that may benefit from the growth
of the Internet, recommends expanding the Fund's focus beyond Internet-related
companies in order to provide the Fund with maximum investment flexibility and
the ability to invest in companies in any industry. Accordingly, the Board
recommends: (1) changing the Fund's fundamental investment objective to make it
a non-fundamental policy of seeking total return (as set forth in Proposal 1);
(2) modifying the Fund's fundamental investment restriction on concentration,
which currently requires the Fund to invest, under normal market conditions,
more than 25% of its total assets in the securities of issuers in the
"information technology industry" (as set forth in Proposal 2); and (3)
modifying certain of the Fund's other fundamental investment restrictions in
order to provide for maximum investment flexibility (as set forth in Proposal
3). The Fund's fundamental investment objective and fundamental investment
restrictions cannot be changed without stockholder approval. In order to enhance
the stability of the Board and to further provide for continuity of management
of the Fund, the Board also recommends amending the Fund's Articles of
Incorporation with regard to the vote required for elections of directors
submitted for stockholder approval (as set forth in Proposal 4).

                                       3


PROPOSAL 1:       TO CHANGE THE FUND'S INVESTMENT OBJECTIVE

     The Board recommends changing the Fund's investment objective to enable the
Fund to make investments without restriction as to security type or industry and
otherwise to provide the Fund with maximum investment flexibility. The Fund's
current investment objective, which is fundamental, is "to seek capital
appreciation by investing in a portfolio consisting primarily of equity
securities issued by companies that the investment adviser believes will benefit
from growth of the Internet." The Board recommends that the Fund adopt a
non-fundamental investment objective of seeking "total return." By changing the
investment objective to be "non-fundamental," which means that the Board would
be able to change the Fund's investment objective in the future without
stockholder approval, the Fund's flexibility would be enhanced by allowing the
Board to more easily alter the Fund's investment objective when the Board
believes it is in the best interests of stockholders or when necessary to comply
with possible future regulatory changes.

     The vote of a majority of the Fund's shares is required for approval of the
proposal to change the investment objective of the Fund. For this purpose, the
required vote is the lesser of: (1) 67% of the shares of the shares of
outstanding common stock present at the Meeting, if the holders of more than 50%
of such shares are present in person or represented by proxy; or (2) more than
50% of the outstanding shares of common stock.

The Board of Directors of the Fund, Including the Directors Who Are Not
Interested Persons of the Fund, Unanimously Recommends that the Stockholders of
the Fund Vote To Approve Proposal 1.

PROPOSAL 2:       TO MODIFY THE FUND'S FUNDAMENTAL RESTRICTION ON INDUSTRY
                  CONCENTRATION.

     The Fund's current fundamental restriction on industry concentration is as
follows:

     The Fund may not purchase the securities of any issuer if, as a result,
     more than 25% of the Fund's total assets would be invested in the
     securities of issuers whose principal business activities are in the same
     industry, except that the Fund will invest, under normal market conditions,
     more than 25% of its total assets in the securities of issuers in the
     "information technology industry" (as defined by the Fund).

     The Board recommends that stockholders vote to replace this restriction
with the following fundamental restriction:

     The Fund may make any investment at any time regardless of whether if, as a
     result, the Fund's investments will be concentrated (as that term may be
     defined or interpreted under the 1940 Act) in any one industry.

     The primary purpose of this proposal is to make the Fund's concentration
policy compatible with investing in securities without restriction as to
industry by eliminating the requirement that the Fund, under normal market
conditions, invest more than 25% of its total assets in the securities of


                                       4

issuers in the "information technology industry." It is the current position of
the SEC staff that a fund's investments are concentrated in any industry when
25% or more of the fund's net assets are invested in issuers whose principal
business is in that industry. The Fund has stated that "Those companies
providing infrastructure, content and e-commerce products and/or services
designed for Internet use comprise the `information technology industry.' "

     In 1999, when the Fund was established, investing in equity securities of
companies believed to benefit from the growth of the Internet was considered to
be an attractive focus of the Fund in seeking its objective of capital
appreciation. The past few years, however, have been a period of significant
instability for the securities of Internet-related companies. Enhancing the
Fund's flexibility to invest in other securities in other industries in order to
seek total return, however, will provide the Fund's Investment Manager with the
opportunity to achieve an expanded investment objective of total return. If
Proposal 2 is approved by Fund stockholders, the Fund may, but will not be
required to, invest more than 25% of its assets in issuers whose principal
business is in any one industry. Further, the Fund's investment in securities
issued or guaranteed by the U.S. Government, its agencies or instrumentalities
and repurchase agreements with respect thereto, or securities of municipal
issuers will not be limited.

     If Proposals 1 and 2 are approved by Fund stockholders, the Fund's
Investment Manager will invest in securities of issuers that the Investment
Manager considers to have attractive fundamental and technical attributes for
total return. The Fund will exercise a flexible strategy in the selection of
securities, and will not be limited by the issuer's location, size, market
capitalization or industry sector. The Fund may invest in equity and fixed
income securities of new and seasoned U.S. and foreign issuers, including
securities convertible into common stock, debt securities, futures, options,
derivatives, and other instruments. The Fund also may employ aggressive and
speculative investment techniques, such as selling securities short and
borrowing money for investment purposes, a practice known as "leveraging" and
may invest defensively in short term, liquid, high grade securities and money
market instruments. The Fund may invest in debt securities rated below
investment grade, commonly referred to as junk bonds, as well as investment
grade and U.S. Government securities.

     If Proposals 1 and 2 are approved by Fund stockholders, the Investment
Manager expects to change in an orderly manner over time a substantial
percentage of the Fund's current portfolio, although change of the portfolio may
occur in any event and the degree and speed of such changes will depend on
market factors. However, even with such significant portfolio turnover, it is
expected that the tax losses carried forward by the Fund would be sufficient to
offset any gains in the transition. The Fund's Investment Manager will seek to
minimize transaction costs for the Fund during the transition, which may take
several weeks, depending on market conditions.

     If Proposal 1 is approved but Proposal 2 is not, the Fund will seek as a
non-fundamental policy total return and will continue to invest, under normal
market conditions, more than 25% of its total assets in the securities of
issuers in the "information technology industry." If Proposal 2 is approved but
Proposal 1 is not, the Fund will seek as a fundamental policy capital
appreciation by investing in a portfolio consisting primarily of equity


                                       5


securities issued by companies that the investment adviser believes will benefit
from growth of the Internet although it will no longer be required to invest,
under normal market conditions, more than 25% of its total assets in the
securities of issuers in the "information technology industry."

     The vote of a majority of the Fund's shares is required for approval of the
proposal to modify the Fund's fundamental restriction on industry concentration.
For this purpose, the required vote is the lesser of: (1) 67% of the shares of
outstanding common stock present at the Meeting, if the holders of more than 50%
of such shares are present in person or represented by proxy; or (2) more than
50% of the outstanding shares of common stock.

The Board of Directors of the Fund, Including the Directors Who Are Not
Interested Persons of the Fund, Unanimously Recommends that the Stockholders of
the Fund Vote To Approve Proposal 2.

PROPOSAL 3:       TO MODIFY CERTAIN OF THE FUND'S FUNDAMENTAL INVESTMENT
                  RESTRICTIONS

     When the Fund was established in 1999, it adopted certain investment
restrictions that are "fundamental," meaning that as a matter of law they cannot
be changed without stockholder approval ("fundamental restrictions"). The Fund's
Board of Directors, together with the Fund's officers and the Investment
Manager, have reviewed the Fund's current fundamental restrictions and concluded
that certain restrictions should be revised in order to allow maximum investment
flexibility and to facilitate administration of the Fund. At the Meeting,
stockholders will be asked to approve the revised restrictions.

     The revised restrictions maintain important investor protections while
providing flexibility to respond to changing markets, new investment
opportunities, and future changes in applicable law. The revised restrictions
would give the Fund an increased ability to engage in certain activities. The
Board of Directors may consider and adopt such non-fundamental restrictions for
the Fund as they determine to be appropriate and in the stockholders' best
interests.

     The Board of Directors unanimously recommends that stockholders vote to
amend the Fund's fundamental restrictions, as discussed below. If approved by
the Fund's stockholders at the Meeting, the proposed changes in the Fund's
fundamental restrictions will be adopted by the Fund.

a.   Modification of Fundamental Restriction On Investing In Commodities

     The Fund's current fundamental restriction on commodities is as follows:

     The Fund may not purchase or sell commodities, unless acquired as a result
     of ownership of securities or other instruments (but this shall not prevent
     the Fund from purchasing or selling options, futures contracts or other
     derivative instruments, or from investing in securities or other
     instruments backed by commodities).

                                       6


     The Board recommends that stockholders vote to replace this restriction
with the following fundamental restriction:

     The Fund may not purchase or sell physical commodities unless acquired as a
     result of ownership of securities or other instruments. This restriction
     does not prevent the Fund from engaging in transactions involving foreign
     currency, futures contracts and options, forward contracts, swaps, caps,
     floors, collars, securities purchased or sold on a forward-commitment or
     delayed-delivery basis or other financial instruments, or investing in
     securities or other instruments that are secured by physical commodities.

     The primary purposes of this proposal are to clarify the types of
derivative transactions that are permissible for the Fund, to permit the Fund to
invest in new financial instruments that may be developed in the future, to
clarify that the Fund may invest in securities or other instruments backed by
physical commodities, and to clarify that the Fund may acquire physical
commodities as the result of ownership of instruments other than securities and
may sell any physical commodities acquired in that way.

     The proposed changes to this fundamental restriction are intended to ensure
that the Fund will have the maximum flexibility to enter into hedging or other
transactions utilizing financial contracts and derivative products when doing so
is permitted by operating policies established for the Fund by the Board. Due to
the rapid and continuing development of derivative products and the possibility
of changes in the definition of "commodities" particularly in the context of the
jurisdiction of the Commodities Futures Trading Commission, it is important for
the Fund's policy to be flexible enough to allow it to enter into hedging and
other transactions using these products when doing so is deemed appropriate by
the Fund and is within the investment parameters established by the Board. To
maximize that flexibility, the Board recommends that the Fund's fundamental
restriction on commodities investments be as broad as possible in permitting the
use of derivative products.

b.   Modification of Fundamental Restriction on Loans

     The Fund's current fundamental restriction on loans is as follows:

     The Fund may not make loans, except to the extent the Fund may be deemed to
     be making loans by purchasing debt securities or entering into repurchase
     agreements, and the Fund may lend its portfolio securities in an amount not
     in excess of 33 1/3% of its total assets (taken at market value).

     The Board recommends that stockholders vote to replace this restriction
with the following fundamental restriction:

     The Fund may not lend money or other assets, except to the extent permitted
     by the 1940 Act. This restriction does not prevent the Fund from purchasing
     debt obligations in pursuit of its investment program, or for defensive or
     cash management purposes, entering into repurchase agreements, loaning its


                                       7


     portfolio securities to financial intermediaries, institutions or
     institutional investors, or investing in loans, including assignments and
     participation interests.

     The primary purposes of this proposal are to allow the Fund maximum
flexibility to respond to future investment opportunities and to allow the Fund
to lend to the full extent permitted under the 1940 Act. SEC staff
interpretations of the 1940 Act generally prohibit funds from lending more than
one-third of their total assets, except through the purchase of debt obligations
or the use of repurchase agreements. The proposed modification also would
clarify that the Fund may make investments in debt obligations for defensive or
cash management purposes and that it may invest in loans, including assignments
and participation interests.

     The vote of a majority of the Fund's shares is required for approval of
each proposal to modify the Fund's fundamental restrictions. For this purpose,
the required vote is the lesser of: (1) 67% of the shares of outstanding common
stock present at the Meeting, if the holders of more than 50% of such shares are
present in person or represented by proxy; or (2) more than 50% of the
outstanding shares of common stock.

The Board of Directors of the Fund, Including the Directors Who Are Not
Interested Persons of the Fund, Unanimously Recommends that the Stockholders of
the Fund Vote To Approve Proposal 3.


PROPOSAL 4:       TO AMEND THE FUND'S ARTICLES OF INCORPORATION

     The Board of Directors recommends amending the Fund's Articles of
Incorporation ("Articles") to add Article 6.9 ("Amendment"), as follows:

     6.9 Stockholder Election of Directors. The affirmative vote of a plurality
     of the outstanding shares of capital stock of the Corporation entitled to
     vote thereon represented in person or by proxy at the meeting is required
     to elect directors, unless such election is contested, subject to a
     counter-solicitation, or is part of a proposal made by a stockholder which
     is opposed by the affirmative vote of at least two-thirds of the total
     number of directors fixed in accordance with the By-Laws of the
     Corporation, in which case the affirmative vote of at least sixty-six and
     two-thirds percent (66 2/3%) of the outstanding shares of capital stock of
     the Corporation entitled to vote thereon represented in person or by proxy
     at the meeting is required to elect directors. Notwithstanding any other
     provision of these Articles of Incorporation (and notwithstanding the fact
     that a lesser percentage may be specified by the MGCL or these Articles of
     Incorporation), the amendment or repeal of this Section 6.9 of these
     Articles of Incorporation shall require the affirmative vote of the holders
     of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding
     shares of capital stock of the Corporation entitled to vote on the matter.

     Currently, Section 2.9 of the Fund's By-Laws provides that the election of
any director by stockholders requires the affirmative vote of at least 66 2/3%
of the outstanding shares of all classes of voting stock, voting together, in
person or by proxy at a meeting in which a quorum is present, unless such action
is approved by the majority of the Continuing Directors, in which case such


                                       8


action requires the affirmative vote of a plurality of the votes cast at the
meeting. If Proposal 4 is approved by stockholders the affirmative vote of a
plurality of the outstanding shares of capital stock of the Fund entitled to
vote thereon represented in person or by proxy at the meeting is required to
elect directors, unless such election is contested, subject to a
counter-solicitation, or is part of a proposal made by a stockholder which is
opposed by the affirmative vote of at least two-thirds of the total number of
directors fixed in accordance with the By-Laws of the Fund, in which case the
affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the
outstanding shares of capital stock of the Fund entitled to vote thereon
represented in person or by proxy at the meeting is required to elect directors.
At its meeting on ________ __, 2002, the Board approved the elimination of
Section 2.9 of the By-Laws to occur simultaneously with the filing of the
amended Articles with the State of Maryland if Proposal 4 is approved by
stockholders. By-Laws may be amended by the Board without stockholder approval.

     Recently case law in the state of Maryland has called into question the
ability of the Board to amend a corporation's by-laws to require a stockholder
vote of greater than a plurality vote. Accordingly, the Board recommends
amending the Articles in order to make it more difficult for any stockholder of
the Fund to change the management of the Fund without the consent of the Board.
This Amendment, in conjunction with the provisions of the By-Laws of the Fund
providing for a classified Board, will provide for greater Board stability and
will give the Board greater control and the Fund's stockholders less control
over the management of the Fund. Although the Fund has not experienced any
problems with turnover or continuity of Fund management, the Board believes the
Amendment is desirable to avoid problems that may be encountered in the future.
Any future amendment or repeal of the Amendment would only be able to be made by
the affirmative vote of the holders of at least 66 2/3% of the outstanding
shares of capital stock of the Fund entitled to vote on the matter. The proposed
Amendment may have the effect of discouraging a prospective acquirer from making
a tender offer or otherwise attempting to gain control of the Fund. To the
extent it does, it could deprive Fund stockholders of opportunities to realize
takeover premiums for their shares or depress the market price of the shares of
common stock.

     The Board believes the Amendment is in the best interests of the Fund and
its stockholders because it will make it more difficult for any one stockholder
or group of stockholders not currently involved in the management of the Fund to
gain a seat on the Board and, ultimately, assume control of the Board, and it
will result in the incumbent Board of the Fund having greater control over
management. Pursuant to Section 3.1 of the By-Laws, the business and affairs of
the Fund are exercised by or under the authority of the Board. Each Board member
is subject to fiduciary duties under state and federal law.

     The Board approved the proposed Amendment at its meeting on ____ __, 2002,
and advises that the stockholders approve the Amendment for the reasons set
forth above.

     Approval of Proposal 4 requires the affirmative vote of the majority of all
votes entitled to be cast at the Meeting. If adopted, the Amendment would become
effective upon the filing with the State Department of Assessments and Taxation
of Maryland of Articles of Amendment to the Fund's Articles.

                                       9


The Board of Directors of the Fund, Including the Directors Who Are Not
Interested Persons of the Fund, Unanimously Recommends that the Stockholders of
the Fund Vote To Approve Proposal 4.

Other Business

     Although no business may come before the Meeting other than that specified
in the Notice of Special Meeting of Stockholders, shares represented by executed
and unrevoked proxies will confer discretionary authority to vote on matters
which the Fund did not have notice of by [insert date - reasonable time before
printing and mailing of proxy materials]. The deadline for submitting
stockholder proposals for inclusion in the Fund's proxy statement and form of
proxy for the Fund's next annual meeting is January 31, 2003 pursuant to Rule
14a-8(e)(2) of the 1934 Act. The deadline for submitting other stockholder
proposals for the Fund's next annual meeting is April 6, 2003 pursuant to Rule
14a-4(c)(1) of the 1934 Act.

Annual and Semi-Annual Reports; Manager

     The Fund's semi-annual report for the period ended September 30, 2002, will
be mailed to stockholders on or about November __, 2002. The Fund will furnish,
without charge, a copy of its annual report for the fiscal year ended March 31,
2002, and the most recent semi-annual report succeeding the annual report to a
stockholder upon request directed to [insert fund name], 11 Hanover Square, New
York, New York 10005, and toll free 1-800-278-4353. CEF Advisers, Inc., 11
Hanover Square, New York, New York 10005 is the Fund's Investment Manager.

It is important that proxies be returned promptly. Therefore, stockholders who
do not expect to attend the meeting in person are urged to complete, sign, date
and return the enclosed proxy card in the enclosed postage-paid envelope.






                                       10

[ ]                                                Proxy/Voting Instruction Card
- --------------------------------------------------------------------------------

This proxy is solicited by and on behalf of the Fund's Board of Directors for
the Special Meeting of Stockholders on [ ] 2003, and at any postponement or
adjournment thereof.

The undersigned stockholder of [ ] (the "Fund") hereby appoints Thomas B.
Winmill and Monica Pelaez and each of them, the attorneys and proxies of the
undersigned, with full power of substitution in each of them, to attend the
Special Meeting of Stockholders to be held at the offices of the Fund at 11
Hanover Square, New York, New York on [ ] 2003 at [ ]:00 a.m., and at any
postponement or adjournment thereof ("Meeting") to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Meeting
and otherwise to represent the undersigned at the Meeting with all of the powers
the undersigned possesses and especially (but without limiting the general
authorization and power hereby given) to vote as indicated on the proposals, as
more fully described in the proxy statement for the Meeting. The undersigned
hereby acknowledges receipt of the Notice of Special Meeting and the
accompanying Proxy Statement and revokes any proxy heretofore given for the
Meeting. If no directions are given, the proxies will vote FOR all proposals and
in their discretion on any other matter that may properly come before the
Meeting.


Sign here as name(s) appear to the left.


                                                       -------------------------



                                                       -------------------------
               Signature(s) should be exactly as name or names appearing on this
                  form. Please sign this proxy and return it promptly whether or
                not you plan to attend the Meeting. If signing for a corporation
                 or partnership or as agent, attorney or fiduciary, indicate the
                 capacity in which you are signing. If you do attend the Meeting
                     and decide to vote by ballot, such vote will supersede this
                                                                          proxy.

                                                    Dated:                , 2003

           Please fold and detach card at perforation before mailing.



               Your vote is important! Please sign and date the proxy/voting
               instructions card above and return it promptly in the enclosed
               postage-paid envelope or otherwise to [ ] c/o [ ] so that your
               shares can be represented at the Meeting.





[ ]                                 Please mark your votes as in this example: ,
- --------------------------------------------------------------------------------


Please sign, date and return this proxy/voting instructions card promptly in the
enclosed postage-paid envelope. If no direction is given on a proposal, the
proxies will vote FOR the proposals, in accordance with the Fund Board's
recommendations.

1.   To consider a proposal to modify the Fund's fundamental investment
     objective;

- --------------------- --------------------------- ------------------------------
[ ]        For         [ ]        Against          [ ]        Abstain
- --------------------- --------------------------- ------------------------------


2.   To consider a proposal to modify the Fund's fundamental investment
     restriction on industry concentration.

- --------------------- --------------------------- ------------------------------
[ ]        For         [ ]        Against          [ ]        Abstain
- --------------------- --------------------------- ------------------------------

3.   To consider proposals to modify certain of the Fund's fundamental
     investment restrictions.

- --------------------- --------------------------- ------------------------------
[ ]        For         [ ]        Against          [ ]        Abstain
- --------------------- --------------------------- ------------------------------

__ To vote against the proposed changes to one of the specific fundamental
investment restrictions set forth in Proposal 3, but to approve the other, place
an "X" in the box at left and indicate the letter(s) (as set forth in the proxy
statement) of the investment restriction you do not want to change in the line
below. [If you choose to vote differently on individual restrictions, you must
mail in your proxy card. If you choose to vote the same on both restrictions,
telephone voting is available.]

                     ---------------------------------------

4. To consider a proposal to amend the Fund's Articles of Incorporation.

- --------------------- --------------------------- ------------------------------
[ ]        For         [ ]        Against          [ ]        Abstain
- --------------------- --------------------------- ------------------------------


           Please fold and detach card at perforation before mailing.

                Proxy to be signed and dated on the reverse side.