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:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Travelers Corporate Loan Fund Inc.
(Name of Registrant as Specified in its Charter)
William J. Renahan
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check 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 the transaction
applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange
Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
<PAGE>
TRAVELERS CORPORATE LOAN FUND INC.
SEVEN WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------
To Be Held on January 31, 2001
To the shareholders of Travelers Corporate Loan Fund Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of TRAVELERS
CORPORATE LOAN FUND INC. (the "Fund") will be held at the Fund's offices at
Seven World Trade Center, New York, New York, on January 31, 2001 at 9:00 A.M.
(New York Time) for the following purposes:
1. To elect two Class I directors of the Fund (Proposal 1);
2. To ratify the selection of KPMG LLP as independent auditors of the Fund
for the fiscal year ended September 30, 2001 (Proposal 2); and
3. 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 November 28, 2000
as the record date for the determination of shareholders entitled to notice
of, and to vote at, the meeting and any adjournments thereof.
By Order of the Board of Directors
Christina T. Sydor
Secretary
New York, New York
December 29, 2000
----------------------
Your vote is important regardless of the size of your holdings in the Fund.
Whether or not you plan to attend the meeting, we ask that you please complete
and sign the enclosed proxy card and return it promptly in the enclosed
envelope which needs no postage if mailed in the continental United States.
Instructions for the proper execution of proxies are set forth on the inside
cover.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the regis-
tration 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:
<TABLE>
<CAPTION>
Registration Valid Signature
------------ ---------------
<S> <C>
Corporate Accounts
(1)ABC Corp. ........................................... ABC Corp.
(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
Trust Accounts
(1)ABC Trust............................................ Jane B. Doe, Trustee
(2)Jane B. Doe, Trustee
u/t/d 12/28/78.................................... Jane B. Doe
Custodian or Estate Accounts
(1)John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA..................... John B. Smith
(2)John B. Smith........................................ John B. Smith, Executor
</TABLE>
<PAGE>
TRAVELERS CORPORATE LOAN FUND INC.
SEVEN WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(800) 331-1710
----------------------------------
PROXY STATEMENT
----------------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 31, 2001
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Travelers Corporate Loan Fund Inc. (the
"Fund") of proxies to be voted at the Annual Meeting of Shareholders (the
"Meeting") of the Fund, to be held at the Fund's principal executive offices
at Seven World Trade Center, New York, New York 10048, on January 31, 2001 at
9:00 A.M. (New York Time), and at any adjournments thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders (the
"Notice").
The cost of soliciting proxies and the expenses incurred in preparing this
proxy statement will be borne by the Fund. In addition, the Fund will
reimburse brokerage firms or other record holders for their expenses in
forwarding solicitation materials to beneficial owners of shares of the Fund.
Proxy solicitations will be made mainly by mail. In addition, certain
officers, directors and employees of the Fund; Salomon Smith Barney Inc.
("Salomon Smith Barney"); SSB Citi Fund Management LLC ("SSBC" or the
"Manager"), the Fund's investment manager, which is an affiliate of Salomon
Smith Barney; and/or PFPC Global Fund Services ("PFPC"), the Fund's transfer
agent, may solicit proxies in person or by telephone or mail. Salomon Smith
Barney and SSBC are each located at Seven World Trade Center, New York, New
York 10048; PFPC is located at P.O. Box 8030, Boston, Massachusetts 02266.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended September 30, 2000, has previously been furnished to all
shareholders of the Fund. This proxy statement and form of proxy are first
being mailed to shareholders on or about December 29, 2000. The Fund will
provide additional copies of the Annual Report to any shareholder upon request
by calling the Fund at 1-800-331-1710.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
<PAGE>
provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals listed in the
Notice. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (i.e. proxies from
brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote
shares on a particular matter with respect to which the brokers or nominees do
not have discretionary power) will be treated as shares that are present but
which have not been voted. Because both proposals require a proportion of the
votes cast for their approval, abstentions and broker "non-votes" may
influence whether a quorum is present but will have no impact on the requisite
approval of a proposal. A quorum consists of the presence (in person or by
proxy) of the holders of a majority of the outstanding shares of the Fund
entitled to notice of, and to vote at, the Meeting. Proposal 1 requires the
affirmative vote of a plurality of the votes cast at the Meeting with a quorum
present for approval. Proposal 2 requires the affirmative vote of a majority
of the votes cast at the Meeting with a quorum present for approval. Any proxy
may be revoked at any time prior to the exercise thereof by submitting another
proxy bearing a later date or by giving written notice to the Secretary of the
Fund at the Fund's address indicated above or by voting in person at the
Meeting.
The Board knows of no business other than that specifically mentioned in the
Notice that will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named in
the enclosed proxy to vote in accordance with their best judgment to the
extent permissible under applicable law.
The Board of Directors of the Fund has fixed the close of business on
November 28, 2000 as the record date (the "Record Date") for the determination
of shareholders of the Fund entitled to notice of and to vote at the Meeting
or any adjournment thereof. Shareholders of the Fund as of the Record Date
will be entitled to one vote on each matter for each share held and a
fractional vote with respect to fractional shares, with no cumulative voting
rights. As of the Record Date, the Fund had outstanding 9,781,666.667 shares
of Common Stock, par value $.001 per share, the only authorized class of
stock, of which 9,736,728 shares (99.54%) were held but not beneficially owned
by CEDE & CO., P.O. Box 20, Bowling Green Station, New York, NY 10004. As of
the Record Date, no other person (including any "group" as that term is used
in Section 13(d) of the Securities Exchange Act of 1934), to the knowledge of
the Board, owned beneficially more than 5% of the outstanding shares of the
Fund. As of the Record Date, the officers and Board members of the Fund as a
group beneficially owned less than 1% of the outstanding shares of the Fund.
In the event that a quorum is not present, or if sufficient votes in favor
of the proposals set forth in the Notice and this Proxy Statement are not
received by the time scheduled for the Meeting, the persons named as proxies
may propose one or
2
<PAGE>
more adjournments of the Meeting to permit further solicitation of proxies
with respect to any such proposals. In determining whether to adjourn the
Meeting, the following factors may be considered: the nature of the proposals
that are the subject of the Meeting, the percentage of votes actually cast,
the percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect
to the reasons for the solicitation. Any such adjournment will require the
affirmative vote of a majority of the shares represented at the Meeting. The
persons named as proxies will vote in favor of such adjournment those shares
which they are entitled to vote and which have voted in favor of such
proposals.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Fund is divided into three classes. The
directors currently serving in Class I have terms expiring at the Meeting;
each Class I director currently serving on the Board has been nominated by the
Board of Directors for reelection at the Meeting to serve for a term of three
years (until the year 2004 Annual Meeting of Shareholders) or until their
successors have been duly elected and qualified.
The Board of Directors of the Fund knows of no reason why any of the
nominees listed below will be unable to serve, and each nominee has consented
to serve if elected, but in the event of any such unavailability, the proxies
received will be voted for such substitute nominees as the Board of Directors
may recommend.
Certain information concerning the nominees is set forth below. For any
nominee or director indicated as owning shares of the Fund, such ownership
constituted less than 1% of the outstanding shares of the Record Date. All of
the nominees are currently directors of the Fund. Except as indicated, each
individual has held the office shown or other offices in the same company for
the last five years. Directors affiliated with the Manager and considered an
"interested person" of the Fund, as defined in the Investment Company Act of
1940, as amended (the "1940 Act") are indicated by an asterisk (*).
Persons Nominated for Election as Directors
<TABLE>
<CAPTION>
Principal Occupations Number of Shares
During Past Five Years, Owned as of
Name Other Directorships, and Age November 30, 2000
---- ---------------------------- ------------------
<C> <S> <C>
CLASS I DIRECTORS
Allan J. Bloostein President of Allan J. Bloostein None
Director since 1998 Associates, a consulting firm;
retired Vice Chairman and Director
of May Department Stores; Director
of CVS Corporation and Taubman
Centers Inc.; 70.
Martin Brody Consultant, HMK Associates; retired 356.166
Director since 1998 Vice Chairman of the Board of
Directors of Restaurant Associates
Corp.; 79.
</TABLE>
3
<PAGE>
Directors Continuing in Office
<TABLE>
<CAPTION>
Principal Occupations Number of Shares
During Past Five Years, Owned as of
Name Other Directorships, and Age November 30, 2000
---- ---------------------------- ------------------
<C> <S> <C>
CLASS II DIRECTORS
Robert A. Frankel Managing Partner of Robert A. 235.962
Director since 1998 Frankel Management Consultants;
formerly Corporate Vice President
of the Reader's Digest Association
Inc.; 73.
Heath B. McLendon* Managing Director of Salomon Smith 1187.219(a)
Director since 1998 Barney; Director of 78 investment
companies associated with
Citigroup; President and director
of SSBC and Travelers Investment
Advisers, Inc. ("TIA"); 67.
CLASS III DIRECTORS
Dwight B. Crane Professor, Harvard Business 400.000
Director since 1998 School; Director Peer Review
Analysis, Inc.; 62.
William R. Hutchinson Group Vice President, Mergers & 118.161
Director since 1998 Acquisitions BP Amoco p.l.c. since
January 1, 1999; formerly Vice
President-Financial Operations
AMOCO Corporation, Director of
Associated Bank and Director of
Associated Banc-Corp.; 58.
------------------
</TABLE>
(a)Includes shares owned by members of this director's family.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act require the Fund's officers and directors, and persons who
beneficially own more than ten percent of a registered class of the
Portfolio's equity securities, and certain entities to file reports of
ownership with the Securities and Exchange Commission, the New York Stock
Exchange, Inc. (the "NYSE") and the Fund. Based solely upon its review of the
copies of such forms received by it, the Fund believes that, during fiscal
year 2000, all filing requirements applicable to such persons were complied
with.
The Fund has no compensation or nominating committee of the Board of
Directors, or any committee performing similar functions. The Fund has an
audit committee composed of all the directors who are not "interested persons"
of the Fund, as defined under the 1940 Act (the "independent directors"), and
are also independent as defined in the NYSE's Listed Company Manual. The audit
committee is charged with recommending a firm of independent auditors to the
Board of Directors and reviewing accounting matters as set forth in the
committee's charter, which is attached hereto as Appendix A.
4
<PAGE>
Report of the Audit Committee
Pursuant to a meeting of the audit committee on November 15, 2000, the audit
committee reports that it has: (i) reviewed and discussed the Fund's audited
financial statements with management; (ii) discussed with the independent
auditors the matters (such as the quality of the Fund's accounting principals
and internal controls) required to be discussed by Statement on Auditing
Standards No. 61; and (iii) received written confirmation from KPMG that it is
independent and written disclosures regarding such independence as required by
Independence Standards Board Standard No. 1, and discussed with the auditors
the auditors' independence. Based on the review and discussions referred to in
items (i) through (iii) above, the audit committee recommended to the Board of
Directors (and the board has approved) that the audited financial statements
be included in the Fund's annual report for the Fund's fiscal year ending
September 30, 2000. The membership of the audit committee is comprised of the
following directors: Martin Brody, Dwight B. Crane, Allan J. Bloostein, Robert
A. Frankel, and William R. Hutchinson.
Fifteen meetings of the Board of Directors of the Fund were held during the
last fiscal year, four of which were regular meetings. In the last fiscal
year, no director attended less than 75% of these meetings of the Board that
were held.
Only the independent directors receive remuneration from the Fund for acting
as a director. Aggregate fees and expenses (including reimbursement for travel
and out-of-pocket expenses) of $2,386.21 were paid to such directors by the
Fund during the fiscal year ended on September 30, 2000. Fees for the
independent directors are set at $5,000 per annum and, in addition, these
directors receive $500 for each Board meeting attended in person, $100 for
each telephonic board meeting, plus travel and out-of-pocket expenses incurred
in connection with Board meetings. The out-of-pocket expenses are borne
equally by each individual fund in the group of funds served by the same Board
members. None of the officers of the Fund received any compensation from the
Fund for such period. Officers and interested directors of the Fund are
compensated by the Manager or by Salomon Smith Barney.
The following table shows the compensation paid by the Fund to each person
who was a director during the Fund's last fiscal year.
COMPENSATION TABLE
<TABLE>
<CAPTION>
Number of
Aggregate Pension or Retirement Funds for Which
Compensation Benefits Accrued as part Total Compensation Person Served
Name of Person from Fund of Fund Expenses from Fund Complex Within Fund Complex
-------------- ------------ ------------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Martin Brody $6,800 $0 $138,600 20
Dwight B. Crane 7,600 0 155,363 23
Allan J. Bloostein 7,000 0 112,483 19
Robert A. Frankel 8,000 0 79,450 9
William R. Hutchinson 6,800 0 49,350 7
Heath B. McLendon* 0 0 0 78
</TABLE>
* Designates a director who is an "interested person" of the Fund.
5
<PAGE>
Upon attainment of age 80, Fund directors are required to change to emeritus
status. Directors Emeritus are entitled to serve in emeritus status for a
maximum of 10 years during which time they are paid 50% of the annual retainer
fee and meeting fees otherwise applicable to Fund directors, together with
reasonable out-of-pocket expenses for each meeting attended. During the Fund
last fiscal year, aggregate compensation paid by the Fund to Directors
Emeritus totaled $0.
The following is a list of the current executive officers of the Fund, all
of whom have been elected by the Board to serve until their respective
successors are elected:
<TABLE>
<CAPTION>
Principal Occupations
Offices and Positions Period During Past Five Years
Name Held with Fund Offices Held and Age
---- --------------------- ------------ ----------------------
<S> <C> <C> <C>
Heath B. Chief Executive 1998 to date (see table of directors
McLendon Officer, above)
Chairman of
the Board and
President
Lewis E. Senior Vice 1998 to date Managing Director of
Daidone President and Salomon Smith Barney;
Treasurer Senior Vice President
and Treasurer or
Executive Vice
President and Treasurer
of 61 investment
companies associated
with Citigroup;
Director and Senior
Vice President of SSBC
and TIA; 43.
Glenn N. Vice President 1998 to date Senior Vice President
Marchak and Investment of Traveler's Asset
Officer Management
International
Corporation; Managing
Director of Smith
Barney from 1997 to
1998; Senior Vice
President and Head of
Loan Syndications at
National Westminster
Bank plc from 1993 to
1997; 44.
Christina Secretary 1998 to date Managing Director of
T. Sydor Salomon Smith Barney;
Secretary or Executive
Vice President and
General Counsel of 61
investment companies
associated with
Citigroup; Secretary
and General Counsel of
SSBC and TIA; 49.
Irving P. Controller 1998 to date Director of Salomon
David Smith Barney;
Controller or Assistant
Secretary of 43
investment companies
associated with
Citigroup; 39.
</TABLE>
The Board of Directors, including all of the independent directors,
recommends that you vote "FOR" the election of nominees to the Board.
6
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG LLP ("KPMG") has been selected as the independent auditors to audit the
accounts of the Fund for and during the fiscal year ending September 30, 2001
by a majority of the independent directors, which is subject to ratification
by the shareholders at the Meeting. All members of the Board present concurred
in the selection of KPMG. KPMG also serves as the independent auditors for the
Manager, other investment companies associated with Salomon Smith Barney and
for Citigroup, Inc. ("Citigroup"), the ultimate parent company of Salomon
Smith Barney and the Manager. KPMG has no direct or material indirect
financial interest in the Fund, the Manager, Citigroup or any other investment
company sponsored by Salomon Smith Barney or its affiliates.
If the Fund receives a written request from any shareholder at least five
days prior to the Meeting stating that the shareholder will be present in
person at the Meeting and desires to ask questions of the auditors concerning
the Fund's financial statements, the Fund will arrange to have a
representative of KPMG present at the Meeting who will respond to appropriate
questions and have an opportunity to make a statement.
The affirmative vote of a majority of votes cast at the Meeting is required
to ratify the selection of KPMG. The Board of Directors, including all of the
independent directors, recommends that the shareholders vote "FOR" the
ratification of the selection of independent auditors.
OTHER MATTERS
The Manager knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly
come before the Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their judgment on
such matters.
All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 2002 Annual Meeting of
the shareholders of the Portfolio must be received by September 1, 2001 to be
included in the proxy statement and the form of proxy relating to that
meeting, as the Fund expects that the 2002 Annual Meeting will be held in
January of 2002.
7
<PAGE>
The submission by a shareholder of a proposal for inclusion in the proxy
statement does not guarantee that it will be included. Shareholder proposals
are subject to certain regulations under the federal securities laws.
The persons named as proxies for the Annual Meeting of Shareholders for 2002
will have discretionary authority to vote on any matter presented by a
shareholder for action at that meeting unless the Fund receives notice of the
matter by November 14, 2001, in which case these persons will not have
discretionary voting authority except as provided in the Securities and
Exchange Commission's rules governing shareholder proposals.
It is important that proxies be returned promptly. Shareholders who do not
expect to attend the meeting are therefore urged to complete and sign, date
and return the proxy card as soon as possible in the enclosed postage-paid
envelope.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
December 29, 2000
8
<PAGE>
Appendix A
TRAVELERS CORPORATE LOAN FUND INC.
AUDIT COMMITTEE CHARTER
I. Composition of the Audit Committee: The Audit Committee shall be
comprised of at least three directors, each of whom shall have no relationship
to the Travelers Corporate Loan Fund Inc. (the "Company") that may interfere
with the exercise of their independence from management and the Company and
shall otherwise satisfy the applicable membership requirements under the rules
of the New York Stock Exchange, Inc, as such requirements are interpreted by
the Board of Directors in its business judgment.
II. Purposes of the Audit Committee: The purposes of the Audit Committee are
to assist the Board of Directors:
1. in its oversight of the Company's accounting and financial reporting
principles and policies and audit controls and procedures;
2. in its oversight of the Company's financial statements and the
independent audit thereof;
3. in selecting (or nominating the outside auditors to be proposed for
shareholder approval in any proxy statement), evaluating and, where
deemed appropriate, replacing the outside auditors; and
4. in evaluating the independence of the outside auditors.
The function of the Audit Committee is oversight. The management of the
Company is responsible for the preparation, presentation and integrity of the
Company's financial statements. Management and the internal auditing
department are responsible for maintaining appropriate accounting and
financial reporting principles and policies and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The outside auditors are responsible for
planning and carrying out a proper audit in accordance with Generally Accepted
Auditing Standards. In fulfilling their responsibilities hereunder, it is
recognized that members of the Audit Committee are not full-time employees of
the Company and are not, and do not represent themselves to be, accountants or
auditors by profession or experts in the fields of accounting or auditing. As
such, it is not the duty or responsibility of the Audit Committee or its
members to conduct "field work" or other types of auditing or accounting
reviews or procedures, and each member of the Audit Committee shall be
entitled to rely on (i) the integrity of those persons and organizations
within and outside the Company that it receives information from and (ii) the
accuracy of the financial and other information provided to the Audit
Committee by such persons and organizations absent actual knowledge to the
contrary (which shall be promptly reported to the Board of Directors).
<PAGE>
The outside auditors for the Company are ultimately accountable to the Board
of Directors (as assisted by the Audit Committee). The Board of Directors,
with the assistance of the Audit Committee, has the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the outside
auditors (or to nominate the outside auditors to be proposed for shareholder
approval in the proxy statement).
The outside auditors shall submit to the Audit Committee annually a formal
written statement delineating all relationships between the outside auditors
and the Company ("Statement as to Independence") which, in the auditor's
professional judgement may be reasonably thought to bear on independence,
addressing at least the matters set forth in Independence Standards Board No.
1.
III. Meetings of the Audit Committee: The Audit Committee shall meet at
least annually with the outside auditors to discuss the annual audited
financial statements and results of their audit. The Audit Committee may
request any officer or employee of the Company or the Company's outside
counsel or outside auditors to attend a meeting of the Audit Committee or to
meet with any members of, or consultants to, the Audit Committee.
IV. Duties and Powers of the Audit Committee: To carry out its purposes, the
Audit Committee shall have the following duties and powers:
1. to provide advice to the Board of Directors in selecting, evaluating
or replacing outside auditors;
2. to review the fees charged by the outside auditors for audit and non-
audit services;
3. to ensure that the outside auditors prepare and deliver annually a
Statement as to Independence (it being understood that the outside
auditors are responsible for the accuracy and completeness of this
Statement), to discuss with the outside auditors any relationships or
services disclosed in this Statement that may impact the objectivity
and independence of the Company's outside auditors and to recommend
that the Board of Directors take appropriate action in response to
this Statement to satisfy itself of the outside auditors'
independence;
4. to instruct the auditors that the outside auditors are ultimately
accountable to the Board of Directors and Audit Committee;
5. to advise management and the outside auditors that they are expected
to provide to the Audit Committee a timely analysis of significant
financial reporting issues and practices;
6. to consider any reports or communications (and management's responses
thereto) submitted to the Audit Committee by the outside auditors
required by or referred to in SAS 61 (as codified by AU Section 380),
as may be modified or supplemented, including reports and
communications related to:
A-2
<PAGE>
. deficiencies noted in the audit in the design or operation of
internal controls;
. consideration of fraud in a financial statement audit;
. detection of illegal acts;
. the outside auditors' responsibility under generally accepted
auditing standards;
. significant accounting policies;
. management judgments and accounting estimates;
. adjustments arising from the audit;
. the responsibility of the outside auditors for other information
in documents containing audited financial statements;
. disagreements with management;
. consultation by management with other accountants;
. major issues discussed with management prior to retention of the
outside auditors;
. difficulties encountered with management in performing the audit;
. the outside auditors' judgments about the quality of the entity's
accounting principles; and
. reviews of interim financial information conducted by the outside
auditors; and
7. with respect to reporting and recommendations, to discuss with the
Company's General Counsel any significant legal matters that may have
a material effect on the financial statements, the Company's
compliance policies, including material notices to or inquiries
received from governmental agencies;
8. to prepare any report, including any recommendation of the Audit
Committee, required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement;
9. to review this Charter at least annually and recommend any changes to
the full Board of Directors; and
10. to report its activities to the full Board of Directors on a regular
basis and to make such recommendations with respect to the above and
other matters as the Audit Committee may deem necessary or
appropriate.
V. Resources and Authority of the Audit Committee: The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for
special audits, reviews and other procedures and to retain special counsel and
other experts or consultants.
A-3
PROXY
TRAVELERS CORPORATE LOAN FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of common stock of Travelers
Corporate Loan Fund Inc. (the "Fund"), a Maryland
corporation, hereby appoints Heath B. McLendon, Christina T. Sydor
and William J. Renahan, as attorneys and proxies for the undersigned,
with full power of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of
Common Stock of the Fund which the undersigned is entitled to
vote at the Annual Meeting of Shareholders of the Fund, to be
held at its offices, Seven World Trade Center, New York, New York on
January 31, 2001 at 9:00 a.m., and any adjournment or adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice
of Meeting and Proxy Statement dated December 29, 2000 and hereby
instructs said attorneys and proxies to vote said shares as indicated
hereon. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the meeting in person
or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power and authority of said
proxies hereunder. The undersigned hereby revokes any proxy
previously given.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
[x] Please mark
votes as in
this example
This proxy, if properly executed, will be voted in the manner
directed by the undersigned shareholder. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ELECTION OF NOMINEES AS CLASS I
DIRECTORS AND PROPOSAL 2. Please refer to the
Proxy Statement for a
discussion of the Proposals.
1. ELECTION OF CLASS I DIRECTORS
Class I: Allan J. Bloostein and Martin Brody
FOR WITHHELD
ALL NOMINEES FROM ALL NOMINEES
[ ] [ ]
[ ]_______________________________
For all nominees except as noted above
2. To ratify the selection of KPMG FOR AGAINST ABSTAIN
LLP as independent auditors [ ] [ ] [ ]
for the Fund for the fiscal year
ending September 30, 2001.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
Note: Please sign exactly as your name appears on this Proxy. If
joint owners, EITHER may sign this Proxy. When signing as attorney,
executor, administrator, trustee, guardian or corporate officer,
please give your full title.
Signature:___________________________ Date______
Signature:___________________________ Date______
