-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UgOCEcFG3yrYLX5VnfQEdCHmzpxW53tejozkY8CZgKLRTetzejgdvnN8wNF3vK9U muxe782REEat8pa+CgOJQg== 0000950117-99-002651.txt : 19991231 0000950117-99-002651.hdr.sgml : 19991231 ACCESSION NUMBER: 0000950117-99-002651 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000217 FILED AS OF DATE: 19991230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL HIGH INCOME DOLLAR FUND INC CENTRAL INDEX KEY: 0000897996 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-07540 FILM NUMBER: 99784181 BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127132000 MAIL ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 16TH FL CITY: NEW YORK STATE: NY ZIP: 10019 DEF 14A 1 GLOBAL HIGH INCOME DOLLAR FUND INC. Section 240.14a-101 Schedule 14A. Information required in proxy statement. 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 Global High Income Dollar 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)(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: ....................................................... GLOBAL HIGH INCOME DOLLAR FUND INC. --------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS FEBRUARY 17, 2000 --------------------- TO THE SHAREHOLDERS: The annual meeting of shareholders of Global High Income Dollar Fund Inc. ('Fund') will be held on February 17, 2000 at 10:00 a.m., Eastern time, at 1285 Avenue of the Americas, 14th Floor, New York, New York 10019 for the following purposes: (1) To elect ten (10) directors to serve until the annual meeting of shareholders in 2001, or until their successors are elected and qualified; (2) To ratify the selection of PricewaterhouseCoopers LLP as the Fund's independent accountants for the fiscal year ending October 31, 2000; and (3) To transact such other business as may properly come before the meeting or any adjournment thereof. You are entitled to vote at the meeting and any adjournments thereof if you owned Fund shares at the close of business on December 17, 1999. If you attend the meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE. By order of the board of directors, DIANNE E. O'DONNELL Secretary December 30, 1999 51 West 52nd Street New York, New York 10019-6114 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED. If you sign, date and return the proxy card but give no voting instructions, your shares will be voted 'FOR' the nominees for director named in the attached proxy statement and 'FOR' all other proposals noticed above. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY CARD PROMPTLY. INSTRUCTIONS FOR SIGNING PROXY CARDS The following general guidelines for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund of validating your vote if you fail to sign your proxy card properly. 1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the registration on the proxy card. 2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card. 3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:
REGISTRATION VALID SIGNATURE ------------ --------------- Corporate Accounts (1) ABC Corp....................................... ABC Corp. John Doe, Treasurer (2) ABC Corp....................................... John Doe, Treasurer (3) ABC Corp. c/o John Doe, Treasurer.............. John Doe (4) ABC Corp. Profit Sharing Plan.................. John Doe, Trustee Partnership Accounts (1) The XYZ Partnership............................ Jane B. Smith, Partner (2) Smith and Jones, Limited Partnership........... Jane B. Smith, General Partner Trust Accounts (1) ABC Trust Account.............................. Jane B. Doe, Trustee (2) Jane B. Doe, Trustee u/t/d 12/18/78............ Jane B. Doe Custodial or Estate Accounts (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA/UTMA........................... John B. Smith (2) Estate of John B. Smith........................ John B. Smith, Jr. Executor
GLOBAL HIGH INCOME DOLLAR FUND INC. 51 WEST 52ND STREET NEW YORK, NEW YORK 10019-6114 ------------------------ PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 17, 2000 ------------------------ This statement is furnished to the shareholders of Global High Income Dollar Fund Inc. ('Fund') in connection with the board of directors' solicitation of proxies to be used at the annual meeting of the shareholders of the Fund to be held on February 17, 2000, or any adjournment or adjournments thereof. This proxy statement and the related proxy card will first be mailed to shareholders on or about December 30, 1999. A majority of the shares outstanding on December 17, 1999, represented in person or by proxy, must be present for the transaction of business at the meeting. In the event that a quorum is not present at the annual meeting, or if a quorum is present at the annual meeting but sufficient votes to approve any of the proposals are not received, the persons named as proxies may propose one or more adjournments of the annual meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares represented at the annual meeting in person or by proxy. The persons named as proxies will vote those proxies which they are entitled to vote FOR any such proposal in favor of such an adjournment, and will vote those proxies required to be voted AGAINST any such proposal against such adjournment. A shareholder vote may be taken on one or more of the proposals in this proxy statement prior to any such adjournment if sufficient votes have been received and it is otherwise appropriate. Broker non-votes are shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority. Abstentions and broker non-votes will be counted as shares present for purposes of determining whether a quorum is present but will not be voted for or against any adjournment or proposal. Accordingly, abstentions and broker non-votes effectively will be a vote against adjournment but will have no effect on Proposals 1 and 2, for which the required vote is a plurality and majority, respectively, of the votes cast. The individuals named as proxies on the enclosed proxy card will vote in accordance with your direction as indicated thereon if your proxy card is received properly executed by you or by your duly appointed agent or attorney-in-fact. If you give no voting instructions, your shares will be voted FOR the ten nominees for directors named herein and FOR the remaining proposals described in this proxy statement. You may revoke any proxy card by giving another proxy or by letter or telegram revoking the initial proxy. To be effective, your revocation must be received by the Fund prior to the meeting and must indicate your name and account number. In addition, if you attend the meeting in person you may, if you wish, vote by ballot at the meeting, thereby cancelling any proxy previously given. As of the record date, December 17, 1999, the Fund had 20,736,667 shares of common stock outstanding. The solicitation of proxies, the cost of which will be borne by the Fund, will be made primarily by mail but also may include telephone or oral communications by regular employees of Mitchell Hutchins Asset Management Inc. ('Mitchell Hutchins') or PaineWebber Incorporated ('PaineWebber'), who will not receive any compensation therefor from the Fund. Management does not know of any person who owns beneficially 5% or more of the shares of the Fund. Each full share of the Fund outstanding is entitled to one vote and each fractional share of the Fund outstanding is entitled to a proportionate share of one vote. Mitchell Hutchins serves as the Fund's investment adviser and administrator. Mitchell Hutchins is a wholly owned asset management subsidiary of PaineWebber, which is a wholly owned subsidiary of Paine Webber Group Inc. ('PW Group'), a publicly held financial services holding company. The principal business address of each of PaineWebber and PW Group is 1285 Avenue of the Americas, New York, New York 10019-6028. The principal business address of Mitchell Hutchins is 51 West 52nd Street, New York, New York 10019-6114. The Fund's annual report containing financial statements for the fiscal year ended October 31, 1999, is being mailed to shareholders concurrently with this proxy statement. PROPOSAL 1. ELECTION OF DIRECTORS Proposal 1 relates to the election of directors of the Fund. Management proposes the election of the ten nominees named in the table below. Each nominee, including those who are not 'interested persons' of the Fund as that term is defined by the Investment Company Act of 1940 ('1940 Act') ('Independent Directors'), has indicated his or her willingness to serve if elected. If elected, each nominee will hold office until the next annual meeting of shareholders or until his or her successor is elected and qualified. Unless you give contrary instructions on the enclosed proxy card, your shares will be voted FOR the election of the ten nominees. If any of the nominees should withdraw or otherwise become unavailable for election, your shares will be voted FOR such other nominee or nominees as management may recommend. Mr. Bewkes has served as a director from the Fund's inception except for a brief period in 1993. Messrs. Armstrong and Burt have served as directors of the Fund since February 16, 1995. Other than Mr. Storms, each of the other remaining directors was first elected to the board on April 11, 1996. On May 13, 1999, the board increased the number of board members to ten and appointed Mr. Storms to fill the vacancy created by the expansion. Directors shall be elected by the affirmative vote of a plurality of the votes cast for the election of directors, present in person or by proxy and entitled to vote thereon, provided a quorum is present. If each of the ten nominees is elected, they will constitute the entire board of directors of the Fund. None of the current directors and executive officers (21 persons) beneficially owned any shares of the Fund on November 30, 1999.
PRESENT POSITION WITH THE SHARES OWNED FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS NOVEMBER 30, 1999** ------------ ------------------------------------ ------------------- Margo N. Alexander*; 52 Director and president. Mrs. Alexander is -- Chairman (since March 1999), chief executive officer and a director of Mitchell Hutchins (since January 1995) and an executive vice president and a director of PaineWebber (since March 1984). Mrs. Alexander is president and a director or trustee of 32 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. Richard Q. Armstrong; 64 Director. Mr. Armstrong is chairman and -- principal of R.Q.A. Enterprises (management consulting firm) (since April 1991 and principal occupation since March 1995). Mr. Armstrong was chairman of the board, chief executive officer and co-owner of Adirondack Beverages (producer and distributor of soft drinks and sparking/still waters) (October 1993-March 1995). He was a
2
PRESENT POSITION WITH THE SHARES OWNED FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS NOVEMBER 30, 1999** ------------ ------------------------------------ ------------------- partner of The New England Consulting Group (management consulting firm) (December 1992-September 1993). He was managing director of LVMH U.S. Corporation (U.S. subsidiary of the French luxury goods conglomerate, Louis Vuitton Moet Hennessey Corporation) (1987-1991) and chairman of its wine and spirits subsidiary, Schieffelin & Somerset Company (1987-1991). Mr. Armstrong is also a director or trustee of 31 investment companies for which Mitchell Hutch- ins, PaineWebber or one of their affiliates serves as investment adviser. E. Garrett Bewkes, Jr.*; 73 Director and chairman of the board of directors. -- Mr. Bewkes is a director of PW Group (holding company of PaineWebber and Mitchell Hutchins). Prior to December 1995, he was a consultant to PW Group. Prior to 1988, he was chairman of the board, president and chief executive officer of American Bakeries Company. Mr. Bewkes is also a director of Interstate Bakeries Corporation. Mr. Bewkes is a director or trustee of 35 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. Richard R. Burt; 52 Director. Mr. Burt is chairman of IEP Advisors, -- LLP (international investments and consulting firm) (since March 1994) and a partner of McKinsey & Company (management consulting firm) (since 1991). He is also a director of Archer-Daniels-Midland Co. (agricultural commodities), Hollinger International Co. (publishing) and Homestake Mining Corp. (gold mining). He is also Chairman of Weirton Steel Corp. (makes and finishes steel products) (since April 1996) and vice chairman of Anchor Gaming (provides technology to gaming and wagering industry) (since July 1999). He was the chief negotiator in the Strategic Arms Reduction Talks with the former Soviet Union (1989-1991) and the U.S. Ambassador to the Federal Republic of Germany (1985-1989). Mr. Burt is a director or trustee of 31 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. Mary C. Farrell*; 50 Director. Ms. Farrell is a managing director, -- senior investment strategist and member of the Investment Policy Committee of PaineWebber. Ms. Farrell joined PaineWebber in 1982. She is a member of the Financial Women's Association and Women's Economic Roundtable and appears as a regular panelist on Wall $treet Week with Louis Rukeyser. She also serves on the Board of Overseers of New York University's Stern School of Business. Ms. Farrell is a director or trustee of 30 investment companies for which Mitchell Hutchins,
3
PRESENT POSITION WITH THE SHARES OWNED FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS NOVEMBER 30, 1999** ------------ ------------------------------------ ------------------- PaineWebber or one of their affiliates serves as investment adviser. Meyer Feldberg; 57 Director. Mr. Feldberg is Dean and Professor of -- Management of the Graduate School of Business, Columbia University. Prior to 1989, he was president of the Illinois Institute of Technology. Dean Feldberg is also a director of Primedia Inc. (publishing), Federated Department Stores, Inc. (operator of department stores) and Revlon, Inc. (cosmetics). Dean Feldberg is a director or trustee of 34 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. George W. Gowen; 70 Director. Mr. Gowen is a partner in the law firm -- of Dunnington, Bartholow & Miller. Prior to May 1994, he was a partner in the law firm of Fryer, Ross & Gowen. Mr. Gowen is a director or trustee of 34 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. Frederic V. Malek; 63 Director. Mr. Malek is chairman of Thayer -- Capital Partners (merchant bank). From January 1992 to November 1992, he was campaign manager of Bush-Quayle '92. From 1990 to 1992, he was vice chairman and, from 1989 to 1990, he was president of Northwest Airlines Inc. and NWA Inc. (holding company of Northwest Airlines Inc.). Prior to 1989, he was employed by the Marriott Corporation (hotels, restaurants, airline catering and contract feeding), where he most recently was an executive vice president and president of Marriott Hotels and Resorts. Mr. Malek is also a director of Aegis Communications Inc. (tele-services), American Management Systems, Inc. (management consulting and computer related services), Automatic Data Processing, Inc. (computing services), CB Richard Ellis, Inc. (real estate services), FPL Group, Inc. (electric services), Global Vacation Group (packaged vacations), HCR/ Manor Care, Inc. (health care) and Northwest Airlines Inc. Mr. Malek is a director or trustee of 31 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. Carl W. Schafer; 63 Director. Mr. Schafer is president of the -- Atlantic Foundation (charitable foundation supporting mainly oceanographic exploration and research). He is a director of Labor Ready, Inc. (temporary employment), Roadway Express, Inc. (trucking), The Guardian Group of Mutual Funds, the Harding, Loevner Funds, EII Realty Trust, Evans Systems, Inc. (motor fuels, convenience store and diversified company), Electronic Clearing House, Inc. (financial transactions processing), Frontier Oil Corporation and Nutraceutix, Inc. (biotechnology company). Prior to January 1993, he was
4
PRESENT POSITION WITH THE SHARES OWNED FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS NOVEMBER 30, 1999** ------------ ------------------------------------ ------------------- chairman of the Investment Advisory Committee of the Howard Hughes Medical Institute. Mr. Schafer is a director or trustee of 31 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as an investment adviser. Brian M. Storms*; 45 Director. Mr. Storms is president and chief -- operating officer of Mitchell Hutchins (since March 1999). Mr. Storms was president of Prudential Investments (1996-1999). Prior to joining Prudential he was a managing director at Fidelity Investments. Mr. Storms is a director or trustee of 31 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser.
- ------------ * Mrs. Alexander, Mr. Bewkes, Ms. Farrell and Mr. Storms are 'interested persons' of the Fund, as defined in the 1940 Act, by virtue of their positions with Mitchell Hutchins, PaineWebber and/or PW Group. ** Unless otherwise stated, as of the date indicated, each director had sole voting and investment power of any shares owned. The board of directors of the Fund met six times during the fiscal year ended October 31, 1999. Each of the directors attended 75% or more of the board meetings during the last fiscal year. The Audit and Contract Review Committee ('ACR Committee') of the board currently consists of Messrs. Armstrong, Burt, Feldberg, Gowen, Malek and Schafer. The ACR Committee has established a sub-committee that periodically reviews the contractual and audit arrangements for the Fund and reports back to the full ACR Committee. Messrs. Burt, Feldberg and Schafer are members of this sub-committee. Each member of the Fund's ACR Committee is also a member of a similar committee established by the boards of other investment companies for which Mitchell Hutchins or PaineWebber serves as investment adviser and also may be a member of a sub-committee established by another fund's audit and contract review committee. The duties of the ACR Committee are: (a) to review the financial and accounting policies of the Fund, including internal accounting control procedures, and to review reports prepared by the Fund's independent accountants, including reports on the Fund's financial statements; (b) to review and recommend approval or disapproval of audit and non-audit services and the fees charged for such services; (c) to evaluate the independence of the independent accountants and to recommend whether to retain such independent accountants for the next fiscal year; and (d) to report to the board and make such recommendations as it deems necessary. The ACR Committee and the related sub-committee each met once during the fiscal year ended October 31, 1999. Each member of the ACR Committee and sub-committee attended those meetings. The board does not have a standing nominating or compensation committee. The Fund pays the Independent Directors $1,000 annually and up to $150 for each board meeting and for each separate meeting of a board committee. The chairmen of the audit and contract review committees of individual funds within the PaineWebber fund complex each receive additional compensation aggregating $15,000 annually from the relevant funds. Directors of the Fund who are 'interested persons' as defined in the 1940 Act receive no compensation from the Fund. Directors are reimbursed for any expenses incurred in attending meetings. Each director will be subject to mandatory retirement at the end of the year in which he or she becomes 72 years old. The board has waived this requirement with respect to Mr. Bewkes for the next year. The table below includes certain information relating to the compensation of the Fund's directors. 5 COMPENSATION TABLE'D'
AGGREGATE TOTAL COMPENSATION COMPENSATION FROM NAME OF FROM THE FUND AND PERSON, POSITION THE FUND* THE FUND COMPLEX** - ----------------------------------------------------------- ------------ ------------------ Richard Q. Armstrong, Director............................. $1,780 $101,372 Richard R. Burt, Director.................................. $1,750 $101,372 Meyer Feldberg, Director................................... $2,432 $116,222 George W. Gowen, Director.................................. $1,780 $108,272 Frederic V. Malek, Director................................ $1,780 $101,372 Carl W. Schafer, Director.................................. $1,780 $101,372
- ------------ 'D' Only independent members of the board are compensated by the Fund and identified above; directors who are 'interested persons,' as defined by the 1940 Act, do not receive compensation. * Represents fees paid to each director during the fiscal year ended October 31, 1999. ** Represents total compensation paid to each director by 31 investment companies (34 in the case of Mr. Feldberg) for which Mitchell Hutchins, PaineWebber or one of their affiliates served as investment adviser during the twelve months ended December 31, 1998; no fund within the complex has a bonus, pension, profit sharing or retirement plan. PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS The Fund's financial statements for the fiscal year ended October 31, 1999, were audited by PricewaterhouseCoopers LLP ('PricewaterhouseCoopers'), independent accountants. In addition, PricewaterhouseCoopers prepares the Fund's federal and state annual income tax returns. The board of directors of the Fund has selected PricewaterhouseCoopers as the independent accountants for the Fund for the fiscal year ending October 31, 2000, subject to ratification by shareholders of the Fund at the annual meeting. PricewaterhouseCoopers has been the Fund's independent accountants since its inception in October 1993. The ratification of PricewaterhouseCoopers as independent accountants is to be voted upon at the annual meeting, and it is intended that the persons named in the accompanying proxy will vote FOR such ratification unless contrary instructions are given. PricewaterhouseCoopers has informed the Fund that it has no material direct or indirect financial interest in the Fund. The affirmative vote of the holders of a majority of the shares of the Fund cast at the annual meeting is required for ratification, provided a quorum is present. Representatives of PricewaterhouseCoopers are not expected to be present at the meeting but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE 'FOR' PROPOSAL 2. EXECUTIVE OFFICERS Officers of the Fund are appointed by the directors and serve at the pleasure of the board. None of the Fund's officers currently receives any compensation from the Fund. The executive officers of the Fund, in addition to Mrs. Alexander (about whom information is given previously), are: JOHN J. LEE, age 31, vice president and assistant treasurer of the Fund (appointed May 1998). Mr. Lee is a vice president and a manager of the mutual fund finance department of Mitchell Hutchins. 6 Prior to September 1997, he was an audit manager in the financial services practice of Ernst & Young LLP. Mr. Lee is a vice president and assistant treasurer of 32 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. KEVIN MAHONEY, age 34, vice president and assistant treasurer of the Fund (appointed May 1999). Mr. Mahoney is a first vice president and senior manager of the mutual fund finance department of Mitchell Hutchins. From August 1996 through March 1999, he was the manager of the mutual fund internal control group of Salomon Smith Barney. Prior to August 1996, he was an associate and assistant treasurer for BlackRock Financial Management L.P. Mr. Mahoney is a vice president and assistant treasurer of 32 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. DENNIS MCCAULEY, age 53, vice president of the Fund (appointed September 1995). Mr. McCauley is a managing director and chief investment officer-fixed income of Mitchell Hutchins. Prior to December 1994, he was director of fixed income investments of IBM Corporation. Mr. McCauley is a vice president of 22 investment companies for which Mitchell Hutchins, PaineWebber or one their affiliates serves as investment adviser. ANN E. MORAN, age 42, vice president and assistant treasurer of the Fund (appointed June 1993). Ms. Moran is a vice president and a manager of the mutual fund finance department of Mitchell Hutchins. Ms. Moran is a vice president and assistant treasurer of 32 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. DIANNE E. O'DONNELL, age 47, vice president and secretary of the Fund (appointed February 1993). Ms. O'Donnell is a senior vice president and deputy general counsel of Mitchell Hutchins. Ms. O'Donnell is a vice president and secretary of 31 investment companies and a vice president and assistant secretary of one investment company for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. EMIL POLITO, age 39, vice president of the Fund (appointed September 1996). Mr. Polito is a senior vice president and director of operations and control for Mitchell Hutchins. Mr. Polito is a vice president of 32 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. VICTORIA E. SCHONFELD, age 49, vice president of the Fund (appointed May 1994). Ms. Schonfeld is a managing director and general counsel of Mitchell Hutchins since May 1994 and a senior vice president of PaineWebber Incorporated since July 1995. Ms. Schonfeld is a vice president of 31 investment companies and a vice president and secretary of one investment company for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. PAUL H. SCHUBERT, age 36, vice president (appointed September 1994) and treasurer (appointed May 1997) of the Fund. Mr. Schubert is a senior vice president and the director of the mutual fund finance department of Mitchell Hutchins. From August 1992 to August 1994, he was a vice president at BlackRock Financial Management L.P. Mr. Schubert is a vice president and treasurer of 32 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. BARNEY A. TAGLIALATELA, age 38, vice president and assistant treasurer of the Fund (appointed May 1997). Mr. Taglialatela is a vice president and a manager of the mutual fund finance department of Mitchell Hutchins. Prior to February 1995, he was a manager of the mutual fund finance division of Kidder Peabody Asset Management, Inc. Mr. Taglialatela is a vice president and assistant treasurer of 32 7 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. STUART WAUGH, age 44, vice president of the Fund (appointed February 1993). Mr. Waugh is a managing director and a portfolio manager of Mitchell Hutchins responsible for global fixed income investments and currency trading. Mr. Waugh is a vice president of five investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. KEITH A. WELLER, age 38, vice president and assistant secretary of the Fund (appointed September 1995). Mr. Weller is a first vice president and associate general counsel of Mitchell Hutchins. Prior to joining Mitchell Hutchins in June 1995, he was an attorney with the law firm of Brown & Wood. Mr. Weller is a vice president and assistant secretary of 31 investment companies for which Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment adviser. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The Fund is not aware of any outstanding report required to be filed pursuant to Section 16(a) of the Securities Exchange Act of 1934. SHAREHOLDER PROPOSALS Any shareholder who wishes to submit proposals to be considered at the Fund's 2001 annual meeting of shareholders should send such proposals to the Fund at 51 West 52nd Street, New York, New York 10019-6114. In order to be considered at that meeting, shareholder proposals must be received by the Fund no later than September 1, 2000 and must satisfy the other requirements of the federal securities laws. OTHER BUSINESS Management knows of no business to be presented at the meeting other than the matters set forth in this proxy statement, but should any other matter requiring a vote of shareholders arise, the proxies will vote thereon according to their best judgment in the interest of the Fund. By order of the board of directors, DIANNE E. O'DONNELL Secretary December 30, 1999 IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY. 8 - ---------------- GLOBAL HIGH INCOME DOLLAR FUND INC. - ---------------- ------------------------ GLOBAL HIGH INCOME DOLLAR FUND INC. ------------------------ ----------------- NOTICE OF ANNUAL MEETING TO BE HELD ON FEBRUARY 17, 2000 AND PROXY STATEMENT ----------------- PROXY STATEMENT APPENDIX A PROXY CARD PROXY GLOBAL HIGH INCOME DOLLAR FUND INC. ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 17, 2000 The undersigned hereby appoints as proxies Keith A. Weller and Evelyn De Simone and each of them (with power of substitution) to vote for the undersigned all shares of common stock of the undersigned at the aforesaid meeting and any adjournment thereof with all the power the undersigned would have if personally present. The shares represented by this proxy will be voted as instructed. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE 'FOR' ALL PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GLOBAL HIGH INCOME DOLLAR FUND INC. YOUR VOTE IS IMPORTANT Please date and sign this proxy on the reverse side and return it in the enclosed envelope to: PFPC Inc., P.O. Box 9426, Wilmington, DE 19809-9938. PFPC Inc. has been engaged to forward the enclosed proxy material and to tabulate proxies returned by mail. PLEASE INDICATE YOUR VOTE BY AN 'X' IN THE APPROPRIATE BOX BELOW. THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' FOR FOR ALL WITH- ALL OR EXCEPT OR HOLD 1. ELECTION OF DIRECTORS [ ] [ ] [ ] (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW AND MARK CENTER BOX TO RIGHT.) Margo N. Alexander, Richard Q. Armstrong, E. Garrett Bewkes, Jr., Richard R. Burt, Mary C. Farrell, Meyer Feldberg, George W. Gowen, Frederic V. Malek, Carl W. Schafer, Brian Storms. FOR AGAINST ABSTAIN 2. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's independent [ ] [ ] [ ] accountants for the fiscal year ending October 31, 2000.
Continued and to be signed on reverse side This proxy will not be voted unless it is dated and signed exactly as instructed below: If shares are held by an individual, sign your name exactly as it appears on this card. If shares are held jointly, either party may sign, but the name of the party signing should conform exactly to the name shown on this proxy card. If shares are held by a corporation, partnership or similar account, the name and the capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: 'ABC Corp., John Doe, Treasurer.' Sign exactly as name appears hereon. _____________________________ (L.S.) _____________________________ (L.S.) Date _______________________ , 2000 STATEMENT OF DIFFERENCES The dagger symbol shall be expressed as.................................'D' -----END PRIVACY-ENHANCED MESSAGE-----