<PAGE>
<PAGE>
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:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
SALOMON BROTHERS CAPITAL FUND INC
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
_________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________________
(5) Total fee paid:
_________________________________________________________________________
[x] 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 statements number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
_________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_________________________________________________________________________
(3) Filing Party:
_________________________________________________________________________
(4) Date Filed:
_________________________________________________________________________
<PAGE>
<PAGE>
SALOMON BROTHERS CAPITAL FUND INC
7 WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
August 26, 1996
To the Stockholders:
Notice is hereby given that a special meeting (the 'Meeting') of
stockholders of Salomon Brothers Capital Fund Inc (the 'Fund') will be held at 7
World Trade Center, New York, New York on September 30, 1996 at 10:00 a.m., New
York time. A Proxy Statement which provides information about the purpose of the
Meeting and a proxy card for you to cast your votes are included with this
notice. The Meeting will be held for the purposes of considering and voting
upon:
1. Amendments to the Fund's Articles of Incorporation to permit
implementation by the Fund of a multi-class distribution system for its
shares (Proposal 1);
2. Amendment to the Fund's Articles of Incorporation to reduce the par
value of the Fund's common stock from $1.00 to $.001 (Proposal 2); and
3. Any other business that may properly come before the Meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE 'FOR' PROPOSALS
1 AND 2. The close of business on July 23, 1996 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting.
By Order of the Board of Directors,
Tana E. Tselepis
Secretary
TO AVOID UNNECESSARY EXPENSE OR FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR SMALL
YOUR HOLDINGS MAY BE.
<PAGE>
<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
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
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. ......................................... John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan...................... John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust.......................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee............................... Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith Cust................................. John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith...................................... John B. Smith, Jr., Executor
</TABLE>
<PAGE>
<PAGE>
SALOMON BROTHERS CAPITAL FUND INC
7 WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Salomon Brothers Capital Fund Inc (the 'Fund') of
proxies to be used at a special meeting (the 'Meeting') of stockholders to be
held at 7 World Trade Center, New York, New York, on September 30, 1996 at 10:00
a.m., New York time (and at any adjournment or adjournments thereof). This proxy
statement and the accompanying form of proxy are first being mailed to
stockholders on or about August 26, 1996. Stockholders who execute proxies
retain the right to revoke them in person at the Meeting or by written notice
received by the Secretary of the Fund at any time before they are voted.
Unrevoked proxies will be voted in accordance with the specifications thereon
and, unless specified to the contrary, will be voted FOR Proposals 1 and 2. The
close of business on July 23, 1996 has been fixed as the record date (the
'Record Date') for the determination of stockholders entitled to notice of and
to vote at the Meeting. Each stockholder is entitled to one vote for each full
share and an appropriate fraction of a vote for each fractional share held. As
of the Record Date, there were 5,827,469.419 shares of Common Stock issued and
outstanding.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present 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 Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote those proxies which they are entitled to vote FOR or AGAINST any such
proposal to adjourn to another date in their discretion. A stockholder vote may
be taken on one or more proposals in this proxy statement prior to any such
adjournment if sufficient votes have been received for approval. Under the
By-Laws of the Fund, a quorum is constituted by the presence in person or by
proxy of the holders of record of a majority of the outstanding shares of
Capital Stock of the Fund entitled to vote at the Meeting. Abstentions and
Broker Non-Votes (reflected by signed but unvoted proxies), as defined below, do
not count as votes cast with respect to any proposal. With respect to a proposal
requiring the affirmative vote of a majority of the outstanding shares of
Capital Stock, the effect of abstentions and Broker Non-Votes is the same as a
vote against such proposal. 'Broker Non-Votes' are shares held by a broker or
nominee as to which instructions have not been received from the beneficial
owners or persons entitled to vote and the broker or nominee does not have
discretionary voting power.
The Fund's investment manager and administrator is Salomon Brothers Asset
Management Inc, 7 World Trade Center, New York, New York 10048.
The Fund will furnish without charge a copy of its Annual Report for the
fiscal year ended December 31, 1995, to any stockholder requesting the report.
Such requests should be made in writing to the Fund at the address above or by
calling 1-800-SALOMON (1-800-725-6666).
<PAGE>
<PAGE>
PROPOSAL 1: AMENDMENTS TO THE FUND'S
ARTICLES OF INCORPORATION TO PERMIT IMPLEMENTATION BY THE FUND
OF A MULTI-CLASS DISTRIBUTION SYSTEM FOR ITS SHARES
The Board of Directors has determined that it is in the best interests of
the Fund and its stockholders for the Fund to seek to attract new investors and
assets to the Fund by facilitating distribution of the Fund's shares through the
issuance of multiple classes of shares with different distribution and sales
charge options (a 'Multiple Pricing System'). ALTHOUGH THE MULTIPLE PRICING
SYSTEM WOULD ALLOW THE FUND FLEXIBILITY TO IMPLEMENT VARIOUS DISTRIBUTION
ALTERNATIVES SUITED TO THE NEEDS OF PARTICULAR INVESTORS, IT WOULD NOT ALTER THE
ABILITY OF CURRENT STOCKHOLDERS TO PURCHASE ADDITIONAL FUND SHARES WITHOUT
PAYING ANY SALES CHARGE OR ANY DISTRIBUTION OR SERVICE FEES PURSUANT TO A RULE
12B-1 PLAN NOR WOULD IT IMPOSE ANY SUCH SALES CHARGE OR ANY DISTRIBUTION OR
SERVICE FEES ON CURRENT STOCKHOLDERS' ASSETS. INDEED, THE BOARD BELIEVES THAT
IMPLEMENTATION OF A MULTIPLE PRICING SYSTEM SHOULD BENEFIT CURRENT STOCKHOLDERS
OVER TIME BY INCREASING THE FUND'S ECONOMIES OF SCALE BY SPREADING FIXED COSTS
OVER A LARGER ASSET BASE. The Directors have further determined that in order to
achieve these results, several amendments to the Fund's Articles of
Incorporation are required. Accordingly, at a meeting of the Board of Directors
held on July 16, 1996, the Directors, including a majority of the Directors who
are not 'interested persons,' as such term is defined under the Investment
Company Act of 1940, as amended (the '1940 Act'), approved amendments to the
Fund's Articles of Incorporation, which are described below, to permit
implementation of the Multiple Pricing System and recommended that these
amendments be submitted to the stockholders of the Fund for their approval. The
Multiple Pricing System has been structured to comply with the provisions of
Rule 18f-3 under the 1940 Act.
PURPOSE OF MULTIPLE PRICING SYSTEM
The purpose of implementing the Multiple Pricing System is to attract more
investment dollars to the Fund and facilitate distribution of the Fund's shares
by offering the investing public different purchasing options for shares of the
Fund. Under the proposed Multiple Pricing System, a new investor would be able
to choose the method of purchasing shares that is most beneficial given the
amount of his or her purchase, the length of time the investor expects to hold
his or her shares, and other relevant circumstances. Accordingly, the Directors
believe that the implementation of the proposed Multiple Pricing System will
better enable the Fund to meet the competitive demands of today's financial
services industry. In addition, if the Fund were required to organize separate
portfolios to provide additional distribution flexibility instead of adding new
classes of shares to the existing portfolio, the success of such new portfolio
might be limited. Under the proposed Multiple Pricing System, new investors
would be able to benefit from the additional stability resulting from their
ability to invest in an established, sizeable investment fund and from the
potential economies of scale resulting from a larger investment portfolio.
THE MANAGEMENT OF THE FUND, THE RATE OF THE ADVISORY FEES PAYABLE BY
CURRENT (AND NEW) STOCKHOLDERS OF THE FUND AND THE FUND'S INVESTMENT OBJECTIVE,
POLICIES AND TECHNIQUES WILL NOT BE AFFECTED BY THE IMPLEMENTATION OF THE
MULTIPLE PRICING SYSTEM.
DESCRIPTION OF MULTIPLE PRICING SYSTEM
Under the Multiple Pricing System, three new classes of shares of the Fund
would initially be offered to the public. Each class of shares of the Fund would
represent interests in the same portfolio of investments, and would be identical
in all respects, except for the compensation and other arrangements permitted by
different
2
<PAGE>
<PAGE>
service and distribution plan fees for each class, as described below, voting
rights with respect to any matter specifically affecting a class, the impact of
any expenses directly attributable to a class and any differences in features
for purchasing, redeeming, exchanging or converting shares of each class and/or
in distribution arrangements for the offer and sale of such shares.
'Class A' shares would be offered for sale at net asset value per share
plus a front end sales charge of up to 4.75% subject to certain reductions set
forth in the Prospectus. In addition, Class A shares would be subject to an
ongoing service fee at an annual rate of .25% of their respective average daily
net assets. Certain purchases of Class A shares qualify for a waived or reduced
front end sales charge. Where the front end sales charge has been waived for
purchases of $1 million or more, a contingent deferred sales charge ('CDSC') of
1% will be charged for redemptions made within one year of purchase.
'Class B' shares would be offered for sale for purchases of less than
$250,000. Class B shares would be offered for sale at net asset value per share
without a front end sales charge but would be subject to a CDSC of 5% if
redeemed during the first or second year after purchase, and declining each year
thereafter to 0% after the sixth year. Class B shares would also be subject to
an ongoing distribution fee at an annual rate of .75% of their respective
average daily net assets and a service fee at an annual rate of .25% of their
respective average daily net assets. In addition, Class B shares would
automatically convert to Class A shares six years after purchase.
'Class C' shares would be offered for sale for purchases of less than
$1,000,000. Class C shares would be offered for sale at net asset value per
share without a front end sales charge, would be subject to a CDSC of 1% if
redeemed within the first year of purchase, and would be subject to an ongoing
distribution fee at an annual rate of .75% of their respective average daily net
assets and a service fee at an annual rate of .25% of their respective average
daily net assets. In addition, Class C shares would automatically convert to
Class A shares ten years after purchase.
If the Multiple Pricing System is implemented, the existing shares of the
Fund would be reclassified as Class O shares of the Fund. CLASS O SHARES WILL
NOT BE SUBJECT TO ANY SALES CHARGES OR DISTRIBUTION OR SERVICE FEES PURSUANT TO
A RULE 12B-1 PLAN. ONLY CLASS O STOCKHOLDERS WILL BE PERMITTED TO PURCHASE
ADDITIONAL CLASS O SHARES.
The following table presents the key features of each new class:
<TABLE>
<CAPTION>
RULE 12B-1 FEES
------------------------
SERVICE DISTRIBUTION CONVERSION
CLASS SALES CHARGE FEE FEE FEATURE
- ---------- ---------------------------- ------- ------------ -----------------------
<C> <S> <C> <C> <C>
A Front End (CDSC of 1% during .25% None None
the first year for purchases
of $1 million or more)
B 6 year CDSC .25% .75% Converts to
Class A after 6 years
C CDSC of 1% within one year .25% .75% Converts to
of purchase Class A after 10 years
O None None None None
(existing
shares)
</TABLE>
3
<PAGE>
<PAGE>
Under the proposed Multiple Pricing System, shares of each class of the
Fund (including Class O shares) would be exchangeable for shares of the same
class of the other funds included in the Salomon Brothers Investment Series, but
would not be exchangeable for shares of a different class of any other fund. As
a result, Class O shareholders of the Fund would be eligible to exchange their
Class O shares for, or to purchase, Class O shares of other funds included in
the Salomon Brothers Investment Series and avoid any sales charges or
distribution or service fees pursuant to a Rule 12b-1 Plan. The Salomon Brothers
Investment Series currently includes the Salomon Brothers Cash Management Fund,
the Salomon Brothers New York Municipal Bond Fund, the Salomon Brothers National
Intermediate Municipal Fund, the Salomon Brothers U.S. Government Income Fund,
the Salomon Brothers High Yield Bond Fund, the Salomon Brothers Strategic Bond
Fund, the Salomon Brothers Total Return Fund, the Salomon Brothers Asia Growth
Fund, the Salomon Brothers Investors Fund and will include the Salomon Brothers
New York Municipal Money Market Fund and, if stockholders approve this proposal,
the Fund.
To permit the implementation of the Multiple Pricing System, the Board of
Directors, at a meeting held on July 16, 1996, considered and approved
distribution and/or service plans pursuant to Rule 12b-1 under the 1940 Act for
Class A shares, Class B shares and Class C shares of the Fund, to reflect the
different distribution and service fees to be borne by each such class of shares
as described above. These service and distribution plans will not become
effective unless and until the Fund implements the Multiple Pricing System.
EXPENSE INFORMATION
The following tables are intended to assist investors in understanding the
various costs and expenses that would be applicable to each class of shares of
the Fund. The tables correspond to those presently included in the first several
pages of the Fund's prospectus and, with the exception of the column entitled
'Current,' are indicative of the anticipated changes to the current tables that
will be made if this proposal is approved.
<TABLE>
<CAPTION>
PRO FORMA
-----------------------------------------------------------
CLASS O(A)
(EXISTING
CURRENT SHARES) CLASS A CLASS B CLASS C
------- ---------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES*
Maximum Sales Charge Imposed on Purchases (as a
percentage of offering price) None None 4.75%(b) None None
Maximum Sales Charge Imposed on Reinvested
Dividends None None None None None
Contingent Deferred Sales Charge (as a percentage None None 1% during the 5% first year, 1% during the
of original purchase price or redemption price, first year for 5% second year, first year
whichever is lower) purchases of 4% third year,
$1 million or 3% fourth year,
more 2% fifth year,
1% sixth year,
and 0% after
sixth year
Redemption Fees None None None None None
Exchange Fee None None None None None
</TABLE>
- ------------
(a) Only Class O shareholders are permitted to purchase additional Class O
shares.
(b) Reduced for purchases of $50,000 and over, decreasing to 0% for purchases
of $1,000,000 and over.
(footnotes continued on next page)
4
<PAGE>
<PAGE>
(footnotes continued from previous page)
* Under certain circumstances, certain broker/dealers may impose transaction
fees on the purchase and/or sale of shares.
The following table sets forth the expenses incurred by the Fund for its
fiscal year ended December 31, 1995 and also sets forth pro forma expenses of
the Fund assuming the Multiple Pricing System had been in effect during this
period.
<TABLE>
<CAPTION>
PRO FORMA
-------------------------------------------
CLASS O
(EXISTING
CURRENT SHARES) CLASS A CLASS B CLASS C
------- ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
ANNUAL FUND OPERATING EXPENSES
Management Fees 1.00% 1.00% 1.00% 1.00% 1.00%
Rule 12b-1 fees N/A N/A .25% 1.00% 1.00%
Other expenses* .36% .36% .36% .36% .36%
------- ----- ------- ------- -------
Total 1.36% 1.36% 1.61% 2.36% 2.36%
</TABLE>
- ------------
* 'Other expenses' includes fees for shareholder services, custodial fees,
legal and accounting fees, printing costs and registration fees.
The following example illustrates your expenses on a Fund investment both
currently and under the proposed Multiple Pricing System, assuming annual
expenses set forth in the preceding table. THE EXAMPLE SHOULD NOT BE CONSIDERED
A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return:
<TABLE>
<CAPTION>
PRO FORMA
----------------------------------------------------------------------------------
CLASS O
(EXISTING CLASS B
CURRENT SHARES) CLASS A* CLASS B** NO REDEMPTION CLASS C**
------- ---------------- -------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
1 Year $ 14 $ 14 $ 63 $ 74 $ 24 $ 34
3 Years $ 43 $ 43 $ 96 $ 114 $ 74 $ 74
5 Years $ 74 $ 74 $131 $ 146 $ 126 $ 126
10 Years $ 164 $ 164 $230 $ 234*** $ 234*** $ 270
</TABLE>
- ------------
* Assumes deduction at the time of purchase of the maximum 4.75% sales charge.
** Assumes deduction at the time of redemption of the maximum CDSC applicable
for that time period.
*** Reflects the conversion to Class A shares six years after purchase, and
therefore years seven through ten reflect Class A expenses.
5
<PAGE>
<PAGE>
PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION
The proposed amendments provide, among other things, that the Directors
have the authority, without further action or approval of the stockholders, to
divide the shares of the Fund into classes, to fix and determine the different
rights and preferences between the different classes of shares of the Fund, and
provide that certain expenses specifically allocable to a particular class of
the Fund's shares may be so allocated to such class. The proposed amendments
will enable the Fund to issue multiple classes of shares on a basis similar to
that of other funds that have adopted multi-class distribution systems. A copy
of the proposed amendments to the Fund's Articles of Incorporation is attached
as Exhibit A to this Proxy Statement.(1)
As part of the Multiple Pricing System, the proposed amendments also
clarify that the front end sales charge may, if the Board of Directors so
determines, be waived for certain qualified purchasers such as officers,
directors and employees of the Fund or of organizations furnishing managerial,
supervisory or distribution services to the Fund. A waiver of the sales charge
for these types of qualified purchasers is consistent with industry practice,
provides an incentive to parties associated with the Fund to work hard in the
interest of the Fund and, in the Board's view, is appropriate in that no
additional distribution costs are incurred in selling to purchasers
knowledgeable about the Fund's objective, policies and operations.
The proposed amendments to the Articles of Incorporation will also permit
the Board of Directors to increase or decrease the authorized common stock of
the Corporation and to classify and reclassify shares of the Fund into
additional classes of common stock at a future date. The Board of Directors
currently has no current intention of increasing or decreasing the authorized
common stock or of creating any classes of common stock other than the classes
discussed above.
The proposed amendments would also allow the Fund to mandatorily redeem
shares held in an account having, because of redemptions or exchanges, a net
asset value on the date of redemption less than a minimum specified by the Board
of Directors in its discretion. It is currently contemplated that this minimum
will be $500 (or $250 in the case of an IRA or Self-Employed Retirement Plan),
which is the minimum for the other funds included in the Salomon Brothers
Investment Series.
Management of the Fund plans to implement the Multiple Pricing System by
amending the Fund's Registration Statement on Form N-1A and the related
Prospectus. The proposed Multiple Pricing System described above may be modified
if the Board determines it is in the best interests of the Fund and its
stockholders.
THE DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS, RECOMMEND THAT THE
STOCKHOLDERS VOTE 'FOR' THE PROPOSED AMENDMENTS TO THE FUND'S ARTICLES OF
INCORPORATION TO PERMIT IMPLEMENTATION BY THE FUND OF A MULTI-CLASS DISTRIBUTION
SYSTEM FOR ITS SHARES.
REQUIRED VOTE
Approval of the proposed amendments to the Fund's Articles of Incorporation
will require the affirmative vote of more than 50% of the outstanding shares of
the Fund entitled to vote thereon.
- ------------
(1) As a result of amending and restating the Articles of Incorporation, certain
paragraph numbers have changed without any substantive effect.
6
<PAGE>
<PAGE>
In the event the stockholders do not approve this proposal and the Multiple
Pricing System is not adopted, the Fund will continue to offer a single class of
shares of common stock.
PROPOSAL 2: AMENDMENT TO THE FUND'S ARTICLES OF INCORPORATION TO
REDUCE THE PAR VALUE OF THE FUND'S COMMON STOCK
FROM $1.00 TO $.001
In addition to the proposed amendments to the Articles of Incorporation set
forth in Proposal 1, the Board of Directors has determined that it is also in
the best interests of the Fund to amend the Articles of Incorporation to reduce
the par value of the Fund's shares from $1.00 to $.001. The reason for the
proposed amendment is that if the Fund is ever required to increase its
authorized number of shares of common stock, the State of Maryland, the Fund's
jurisdiction of incorporation, will charge a fee based on the increase in the
aggregate par value of the Fund. Therefore, with a reduced par value, the Fund
would incur a lower fee if it ever increases its authorized number of shares.
THE DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS, RECOMMEND THAT THE
STOCKHOLDERS VOTE 'FOR' THE PROPOSED AMENDMENT TO THE FUND'S ARTICLES OF
INCORPORATION TO REDUCE THE PAR VALUE OF THE FUND'S COMMON STOCK FROM $1.00 TO
$.001.
REQUIRED VOTE
Approval of the proposed amendment to the Fund's Articles of Incorporation
will require the affirmative vote of more than 50% of the outstanding shares of
the Fund entitled to vote thereon.
In the event the stockholders do not approve this proposal, the par value
of the Fund's common stock will remain at $1.00.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
SHARE OWNERSHIP
The following table sets forth, as of July 29, 1996, shares of the Fund
owned beneficially by, and certain other share ownership information with
respect to, Directors of the Fund and all executive officers and Directors as a
group. As of this date, the executive officers and Directors of the Fund owned,
individually and in the aggregate, less than 1% of the outstanding shares of the
Fund. As of July 17, 1996, the Salomon Brothers Inc Retirement Plan (the
'Plan'), whose business address is Seven World Trade Center, New York,
7
<PAGE>
<PAGE>
NY 10048, was the record owner of approximately 51.5% of the outstanding
shares of the Fund. The Fund understands that the shares held by the Plan
will be voted by a fiduciary.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED
BENEFICIAL OWNER AS OF JULY 31, 1996
- ------------------------------------------------------------------- --------------------
<S> <C>
Charles F. Barber 12,327.965
Andrew L. Breech --
Thomas W. Brock 14,984.843
Carol L. Colman 150.697
William R. Dill 609.775
Michael S. Hyland --
Clifford M. Kirtland, Jr. --
Robert W. Lawless --
Louis P. Mattis 735.228
Thomas F. Schlafly 4,320.413
Richard E. Dahlberg --
Allan R. White, III 4,167.732
Ross S. Margolies 714.426
Lawrence H. Kaplan --
Alan M. Mandel 12.665
All executive officers and Directors as a group 38,011.079
</TABLE>
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
The Fund does not generally hold an Annual Meeting of Stockholders.
Stockholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent stockholders' meeting should send their written proposals to the
Secretary of the Fund at the address set forth on the cover of the proxy
statement.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of Salomon
Brothers Asset Management Inc or its affiliates, or other representatives of the
Fund by telephone or telegraph, in addition to the use of the mails. Brokerage
houses, banks and other fiduciaries may be requested to forward proxy
solicitation material to their principals to obtain authorization for the
execution of proxies, and they will be reimbursed by the Fund for out-of-pocket
expenses incurred in this connection.
August 26, 1996
8
<PAGE>
<PAGE>
{RESTATED ARTICLES OF INCORPORATION}
[EXHIBIT A]
{OF} [(RESTATED THROUGH APRIL 30, 1990 WITH PROPOSED 1996 AMENDMENTS]
[FOR CLASSES, REDUCTION IN PAR VALUE AND RELATED CHANGES)]
SALOMON BROTHERS CAPITAL FUND INC
[ARTICLES OF AMENDMENT AND RESTATEMENT]
[SALOMON BROTHERS CAPITAL FUND INC, a Maryland corporation, having its
principal office in Baltimore City, Maryland (which is hereinafter called the
'Corporation'), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:]
[FIRST: The Charter of the Corporation is hereby amended and restated in
its entirety to read as follows:]
[* * * * * *]
[RESTATED ARTICLES OF INCORPORATION
of
SALOMON BROTHERS CAPITAL FUND INC]
THIS IS TO CERTIFY:
FIRST: {I, JOHN, B. STOCKTON, the incorporator, whose post office address
is Two Wall Street, New York, New York 10005, hereby state that: (i) I am 18
years old or older, and (ii) I am acting to form a corporation under the General
Laws of the State of Maryland.}
{SECOND:} The name of the corporation (the 'Corporation') is {Solomon} [Salomon]
Brothers Capital Fund Inc.
{THIRD} [SECOND]: The purpose or purposes for which the Corporation is
formed and the business or objects to be transacted, carried on and promoted by
it are as follows:
1. To hold, invest and reinvest its funds, and in connection therewith
to hold part or all of its funds in cash, and to purchase or otherwise
acquire, hold for investment or otherwise, sell, assign, negotiate, lend,
transfer, exchange or otherwise dispose of or turn to account or realize
upon, securities (which term 'securities' shall for the purposes of these
Articles, without limitation of the generality thereof, be deemed to
include any stocks, shares, bonds, debentures, notes, mortgages or other
obligations, and any certificates, receipts, options, warrants or other
instruments representing rights to receive, purchase or subscribe for the
same, or evidencing or representing any other rights or interests therein,
or in any property or assets) created or issued by any persons, firms,
associations, corporations, syndicates, combinations, organizations,
governments or subdivisions thereof; and to exercise, as owner or holder of
any securities, all rights, powers and privileges in respect thereof; and
to do any and all acts and things for the preservation, protection,
improvement and enhancement in value of any and all such securities.
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2. To issue and sell shares of its own capital stock in such amounts
and on such terms and conditions, for such purposes and for such amount or
kind of consideration (including, without limitation thereto, securities)
now or hereafter permitted by the laws of Maryland and by these Articles of
Incorporation, as its Board of Directors in its discretion may determine{;
provided, however, that the consideration per share to be received by the
Corporation upon the sale of any shares of its capital stock shall not be
less than the net asset value per share of such capital stock outstanding
at the time as of which the computation of such net asset value shall be
made; and further provided, that the Corporation shall not, and shall not
permit any distributor of the shares of its capital stock to, sell any
shares of its capital stock (i) to any officer, Director or employee of the
Corporation; (ii) to any person or organization furnishing managerial,
supervisory or distributing services to the Corporation; or (iii) to any
officer, director, partner, trustee or employee of, or person owning of
record any of the stock of, any person or organization furnishing
managerial, supervisory or distributing services to the Corporation, unless
the sale is made at a price not less than the price then available to the
public (although such persons or organizations need not be subject to any
minimum purchase requirements which may be prescribed by the Board of
Directors of the Corporation)}.
3. To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue, retire or cancel (all without the vote or consent of the
stockholders of the Corporation) shares of its capital stock, in any manner
and to the extent now or hereafter permitted by the laws of Maryland and by
these Articles of Incorporation.
4. To conduct its business in all its branches at one or more offices
in Maryland and elsewhere in any part of the world, without restriction or
limit as to extent.
5. To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates or, to the extent now or
hereafter permitted by the laws of Maryland, as a member of, or as the
owner or holder of any stock of, or shares of interest in, any firm,
association, corporation, trust or syndicate; and in connection therewith
to make or enter into such deeds or contracts with any persons, firms,
associations, corporations, syndicates, governments or subdivisions
thereof, and to do such acts and things and to exercise such powers, as a
natural person could lawfully make, enter into, do or exercise.
6. To do any and all such further acts and things and to exercise any
and all such further powers as may be incidental, relative or conducive to,
or necessary, appropriate or desirable for, the accomplishment, carrying
out or attainment of all or any of the foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise expressly
provided, be in no way limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other Article of these Articles of
Incorporation, and shall each be regarded as independent, and construed as
powers as well as objects and purposes, and the enumeration of specific
purposes, objects and powers shall not be construed to limit or restrict in any
manner the meaning of general terms or the general powers of the Corporation now
or hereafter conferred by the laws of the State of Maryland, nor shall the
expression of one thing be deemed to exclude another, though it be of like
nature, not expressed; provided, however, that the Corporation shall
not have the power to carry on within the State of Maryland any business
whatsoever the carrying on of which would preclude it from being classified as
an ordinary business corporation under the laws of said
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State; nor shall it carry on any business, or exercise any powers, in any other
state, territory, district or country except to the extent that the same may
lawfully be carried on or exercised under the laws thereof.
{FOURTH} [THIRD]: The post office address of the principal office of the
Corporation in the State of Maryland is {First Maryland Building, 25 South
Charles} [32 South] Street, Baltimore, Maryland {21201} [21202].
{FIFTH} [FOURTH]: The resident agent of the Corporation in the State of
Maryland is The Corporation Trust Incorporated, whose post office address is
{First Maryland Building, 25 South Charles} [32 South] Street, Baltimore,
Maryland {21201} [21202]. Such resident agent is a corporation of the State of
Maryland.
{SIXTH: The total amount of authorized capital stock of the Corporation and
the number and par value of its shares are $25,000,000 consisting of 25,000,000
shares of the par value of $1.00 each, all of one class.} [FIFTH: 1. The total
number of shares of stock of all classes which the Corporation initially has
authority to issue is 25,000,000 shares of capital stock (par value $.001 per
share), amounting in aggregate par value to $25,000,{000}. All of such shares
are initially classified as 'Common Stock'. The Common Stock (unless otherwise
specified in the articles supplementary designating such Class) shall initially
have four classes of shares, which shall be designated 'Class A Common Stock',
'Class B Common Stock', 'Class C Common Stock' and 'Class O Common Stock' each
consisting, until further changed, of the lesser of (x) 25,000,000 shares or (y)
the number of shares that could be issued by issuing all of the shares of Common
Stock currently or hereafter classified less the total number of shares of
Common Stock of all other classes then issued and outstanding. Any Class of
Common Stock shall be referred to herein individually as a 'Class' and
collectively, together with any further class or classes of Common Stock from
time to time established, as the 'Classes'.]
2. {At all meetings of stockholders each stockholder of the
Corporation shall be entitled to one vote for each share of stock standing
in his name on the books of the Corporation on the date, fixed in
accordance with the By-Laws, for determination of stockholders entitled to
vote at such meeting. Any fractional share shall carry proportionately all
the rights of a whole share, including the right to vote and the right to
receive dividends. The presence in person or by proxy of the holders of a
majority of the shares of capital stock of the Corporation outstanding and
entitled to vote thereat shall constitute a quorum at any meeting of the
stockholders. If at any meeting of the stockholders there shall be less
than a quorum present, the stockholders present at such meeting may,
without further notice, adjourn the same from time to time until a quorum
shall attend, but no business shall be transacted at any such adjourned
meeting except such as might have been lawfully transacted had the meeting
not been adjourned.} [Unless otherwise prohibited by law, so long as the
Corporation is registered as an open-end company under the Investment
Company Act of 1940, as amended (the 'Investment Company Act'), the Board
of Directors shall have the power and authority, without the approval of
the holders of any outstanding shares, to increase or decrease the number
of shares of capital stock or the number of shares of capital stock of any
class that the Corporation has authority to issue.]
3. {Upon and after the date which is 90 days after the effective date
of the Corporation's initial registration statement under the Securities
Act of 1933, all shares of the capital stock} [The Board of Directors may
classify or reclassify any unissued shares of capital stock (whether or not
such shares have been previously classified or reclassified) from time to
time by setting or changing in any one or more respects the preferences,
conversion or other rights, voting powers, restrictions, limitations
as to dividends, qualifications, or terms or conditions of redemption
of such shares of stock.]
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[4. The following is a description of the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the shares of
Common Stock] of the Corporation [(unless provided otherwise by the Board
of Directors with respect to any such additional Classes at the time it is
established and designated:]
[(a) Dividends and Distributions. Dividends and capital gains
distributions on shares of Common Stock may be paid with such frequency,
in such form and in such amount as the Board of Directors may determine
by resolution adopted from time to time, or pursuant to a standing
resolution or resolutions adopted only once or with such frequency as
the Board of Directors may determine. All dividends and distributions on
shares of Common Stock shall be distributed to the holders of Common
Stock held by such holders at the date and time of record established
for the payment of such dividends or distributions, except that in
connection with any dividend or distribution program or procedure, the
Board of Directors may determine that no dividend or distribution shall
be payable on shares as to which the stockholder's purchase order and/or
payment have not been received by the time or times established by the
Board of Directors under such program or procedure. Dividends and
distributions may be paid in cash, property or additional shares of
Common Stock of the same or another Class, or a combination thereof, as
determined by the Board of Directors or pursuant to any program that the
Board of Directors may have in effect at the time for the election by
stockholders of the form in which dividends or distributions are to be
paid. Any such dividend or distribution paid in shares shall be paid at
the current net asset value thereof.]
{now or hereafter authorized shall be subject to redemption and shall be
redeemable in the sense used in the General Laws of the State of Maryland
authorizing the formation of corporations, as follows:}
{Each registered holder of the capital stock of the Corporation, upon
appropriate written request to the Corporation or to any redemption agent which
may designate, accompanied by surrender of the appropriate stock certificate or
certificates in proper form for transfer if any such certificate was issued to
such holder, and subject to the compliance with such procedures}
{prescribe, shall be entitled to require the Corporation to redeem
all or any part of the shares of capital stock standing in the name of
such holder on the books of the Corporation, at the net asset value of
such shares. The method of computing such net asset value, the time as
of which such net asset value shall be computed and the time within
which the Corporation shall make payment therefor shall be determined as
hereinafter provided in paragraph 8 of Article EIGHTH of these Articles
of Incorporation. At the close of business on the date as of which the
net asset value of shares surrendered for redemption is being
determined, all rights of the holder of the shares so surrendered shall
cease and terminate with respect to such shares except for the right of
such holder to receive the net asset value thereof, and such shares
shall no longer be deemed to be outstanding. Notwithstanding the
foregoing of the Corporation may suspend the right of the holders of the
capital stock of the Corporation to require the Corporation to redeem
such capital stock.}
{for any period (A) during which the New York Stock Exchange is closed
other than the customary weekend and holiday closings, or (B) during which
trading on the New York Stock Exchange is restricted;}
{for any period during which any emergency, as defined by rules of the
Securities and Exchange Commission or any successor thereto, exists as a result
of which (A) disposal by the Corporation of securities owned by it is
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not reasonably practicable, or (B) it is not reasonably practicable for the
Corporation fairly to determine the value of its net assets; or}
{for such other periods as the Securities and Exchange Commission or any
successor thereto may by order permit for the protection of security holders of
the Corporation.}
{In the event that the amount of the Corporation's capital stock held by a
stockholder of record falls below $5,000 measured by such stockholder's original
cost therefor, which original cost shall be determined of the Corporation in
such manner as it may deem equitable, the Corporation may, at its option, redeem
all of the shares then held by such stockholder at a cash price (the 'Redemption
Price') equal to the aggregate, determined as set forth in paragraph 8 of
Article EIGHTH of these Articles of Incorporation, upon thirty days written
notice to such stockholder at his address as shown on the records of the
Corporation. Such notice shall be sent to such address by first class registered
or certified mail, postage prepaid. The Redmption Price shall be determined, in
the manner set forth in paragraph 8 of Article EIGHTH of these Articles of
Incorporation for redemption at the option of a stockholder, as of the thirtieth
day (or, pursuant to the provisions of said paragraph 8, the next applicable
trading day) after such notice of redemption is given, and the}[.]
[(b) Voting. On each matter submitted to a vote of the
stockholders, each holder of shares of Common Stock shall be entitled to
one vote for each share standing in his name on the books of the
Corporation, irrespective of the Class thereof, and all shares of all
Classes shall vote as a single class ('Single Class Voting'); provided,
however, that (i) as to any matter with respect to which a separate vote
of any Class is required by the Investment Company Act or by the
Maryland General Corporation Law, such requirement as to a separate vote
by that Class shall apply in lieu of Single Class Voting; (ii) in the
event that the separate vote requirement referred to in clause (i) above
applies with respect to one or more Classes, then, subject to clause
(iii) below, the shares of all other Classes shall vote as a single
class; and (iii) as to any matter which does not affect the interest of
a particular Class, only the holders of shares of the one or more
affected Classes shall be entitled to vote.]
(c) Redemption [by Stockholders.] {Price shall be paid} [Each
holder of shares of Common Stock shall have the right at such times as
may be permitted] by the Corporation {as soon as practicable
thereafter,} [to require the Corporation to redeem all or any part of
his shares, at a redemption price per share equal to the net asset value
per share of Common Stock next determined after the shares are properly
tendered for redemption, less such redemption fee or sales charge, if
any, as may be established by the Board of Directors in its sole
discretion. Payment of the redemption price shall be in cash]; provided,
however, that if {and to the extent that such shares are represented by
one or more certificates, such Redemption Price shall not be paid until
such certificates and other appropriate documentation are presented to
the Corporation or its redemption agent in the manner
required in the Corporation's notice of redemption. At the close of
business on the date as of which the Redemption Price is being
determined, all rights of the holder of the shares called for redemption
shall cease and terminate with respect to such shares except for the
right of such holder to receive the Redemption Price thereof, and such
shares shall no longer be deemed to be outstanding.} [the Board of
Directors determines, which determination shall be conclusive, that
conditions exist which make payment wholly in cash unwise or
undesirable, the Corporation may, to the extent and in the
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manner permitted by the Investment Company Act, make payment wholly or
partly in securities or other assets, at the value of such securities
or assets used in such determination of net asset value.]
[Notwithstanding the foregoing, the Corporation may postpone
payment of the redemption price and may suspend the right of the holders
of shares of Common Stock to require the Corporation to redeem shares
during any period or at any time when and to the extent permissible
under the Investment Company Act.] {Nothing herein shall prevent any
stockholder who has received a notice of redemption under this
subparagraph (b) from exercising his right of redemption in accordance
with subparagraph (a) of this paragraph 3 prior to the expiration of the
thirty day period set forth in the notice of redemption.}
[(d) Redemption by Corporation. The Board of Directors may cause
the Corporation to redeem at their net asset value the shares of any
Common Stock held in an account having, because of redemptions or
exchanges, a net asset value on the date of the] notice of redemption
[less than a minimum investment specified by the Board of Directors from
time to time in its sole discretion, provided that prior written notice
of the proposed redemption has been given to the holder of any such
account by mail, postage prepaid, at the address contained in the books
and records of the Corporation and such holder has been given an
opportunity to purchase the required value of additional shares].
(e) [Net Asset Value Per Share. The net asset value per share of
any Class shall be the quotient obtained by dividing the value of the
net assets of that Class (being the value of the securities and other
assets attributable to that Class less the liabilities attributable to
that Class) by the total number of shares of that Class outstanding, all
as determined by or under the direction of the Board of Directors in
accordance with generally accepted accounting principles and the
Investment Company Act. Subject to the applicable provisions of the
Investment Company Act, the Board of Directors, in its sole discretion,
may prescribe and shall set forth in the By-Laws] of the Corporation [or
in a duly adopted resolution of the Board of Directors such bases and
times for determining the value of the assets attributable to, and the
net asset value per share of outstanding shares of, each Class, or the
net income attributable to such shares, as the Board of Directors deems
necessary or desirable. The Board of Directors shall have full
discretion, to the extent not inconsistent with the Maryland General
Corporation Law and the Investment Company Act, to determine which items
shall be treated as income and which items as capital and whether any
item of expense shall be charged to income or capital. Each such
determination and allocation shall be conclusive and binding for all
purposes]. {In the absence of any specification as to the purposes for
which shares of the capital stock} {are redeemed or repurchased by it,
all shares so redeemed or repurchased shall be deemed to be acquired for
retirement in the sense contemplated by the laws of the State of
Maryland and shall have the status of authorized but unissued shares,
and the number of the authorized shares of the capital stock of the
Corporation shall not be reduced by the number of any shares redeemed
or repurchased by it.}
{Notwithstanding any provision of law requiring any action to be
taken or authorized by the affirmative vote of the holders of more than
a majority of the outstanding shares of capital stock of the
Corporation, such action shall be effective and valid if taken or
authorized by the affirmative vote of the holders of a majority of the
total number of shares outstanding and entitled to vote
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thereon. Except as otherwise provided by law, by these Articles of
incorporation or by the By-Laws of the Corporation, a majority of all of
the votes cast at a meeting of stockholders at which a quorum is present
shall be sufficient to approve any matter which may properly come before
the meeting}.
5. {No holder of stock shall, as such holder have any right to
purchase or subscribe for any shares of the capital stock of the
Corporation of any class which the Corporation may issue or sell (whether
out of the number of shares authorized by these Articles of Incorporation,
or out of any shares of the capital stock of the Corporation acquired by it
after the issue thereof, or otherwise) other than such right, if any, as
the} [All Classes of Common Stock of the Corporation shall represent the
same interest in the Corporation and have identical voting, dividend,
liquidation, and other rights with any other shares of Common Stock;
provided, however, that notwithstanding anything in the charter] of the
Corporation [to the contrary]:
[(a) The Class A Common Stock, Class B Common Stock and Class C
Common Stock shares shall be subject to such front-end sales loads
and/or contingent deferred sales charges as may be established from time
to time by the Board of Directors in accordance with the Investment
Company Act and applicable rules and regulations of the National
Association of Securities Dealers, Inc. ('NASD').
(b) The Class O Common Stock shares shall not be subject to
front-end sales loads or contingent deferred sales charges.
(c) Expenses related solely to a particular Class (including,
without limitation, expenses under a Rule 12b-1 plan and administrative
expenses under an administration or service agreement, plan or other
arrangement, however designated) shall be borne by that Class and shall
be appropriately reflected (in the manner determined by the Board of
Directors) in the net asset value, dividends, distribution and
liquidation rights of the shares of that Class.]
[(d) On the sixth anniversary of the first business day of the
month following the month in which Class B Common Stock shares were
purchased by a stockholder, such Class B Common Stock shares (as well as
a pro rata portion of any Class B Common Stock shares purchased through
the reinvestment of dividends and other distributions paid in respect of
all Class B Common Stock shares held by such stockholder) shall
automatically convert to Class A Common Stock shares; provided, however,
that such conversion shall be subject to the continuing availability of
an Internal Revenue Service ruling and opinion of counsel to the effect
that the conversion of the Class B Common Stock shares does not
constitute a taxable event under federal income tax law. The] Board of
Directors, in its {discretion, may determine} [sole discretion, may
suspend the conversion of Class B Common Stock shares if such ruling and
opinion are no longer available.]
[(e) On the tenth anniversary of the first business day of the
month following the month in which Class C Common Stock shares were
purchased by a stockholder, such Class C Common Stock shares (as well as
a pro rata portion of any Class C Common Stock shares purchased through
the reinvestment of dividends and other distributions paid in respect of
all Class C Common Stock shares held by such stockholder) shall
automatically convert to Class A shares; provided, however, that such
conversion shall be subject to the continuing availability of an
Internal Revenue Service ruling and an opinion of counsel to the effect
that the conversion of the Class C Common Stock shares
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does not constitute a taxable event under federal income tax law. The
Board of Directors, in its sole discretion, may suspend the conversion
of Class C Common Stock shares if such ruling and opinion are no
longer available.
(f) The number of shares of the Class A Common Stock into which the
Class B or Class C Common Stock is converted pursuant to subsections
(5)(e) and (5)(f) above shall equal the number (including for these
purposes fractional shares) obtained by dividing the net asset value per
share of the Class B or Class C Common Stock, as the case may be, for
purposes of sales and redemptions on the conversion date by the net
asset value per share of the Class A Common Stock for purposes of sales
and redemptions thereof on the conversion date.
(g) The holders of each Class of capital stock classified or
designated by this Charter shall have such rights to exchange their
shares for stock of any other Class or shares of another investment
company upon such terms as may be approved by the Board of Directors
from time to time and set forth in appropriate disclosure documents
under the applicable law, rules and regulations of the SEC and the rules
of the NASD, including but not limited to such rights to credit holding
periods of the stock exchanged with respect to the stock received in the
exchange.
6. The Corporation may issue and sell fractions of shares of capital
stock having pro rata all the rights of full shares, including, without
limitation, the right to vote and to receive dividends, and wherever the
words 'share' or 'shares' are used in the charter or By-Laws of the
Corporation, they shall be deemed to include fractions of shares where the
context does not clearly indicate that only full shares are intended.
7. The Corporation shall not be obligated to issue certificates
representing shares of any Class of capital stock. At the time of issue or
transfer of shares without certificates, the Corporation shall provide the
stockholder with such information as may be required under the Maryland
General Corporation Law.]
8. All persons who shall acquire stock in the Corporation shall
acquire the same subject to the provisions of these Articles of
Incorporation.
{SEVENTH} [SIXTH]: The number of Directors of the Corporation {initially}
shall be {five} [ten] and the names of those who {shall act as such until the
first annual} [are now serving as Directors of the Corporation until the next]
meeting of stockholders or until their successors are duly chosen and qualified
are as follows:
<TABLE>
<S> <C>
[Charles F. Barber] [Michael S. Hyland]
[Andrew L. Breech] [Clifford M. Kirtland, Jr.]
[Thomas W. Brock] [Robert W. Lawless]
[Carol L. Colman] [Louis P. Mattis]
[William R. Dill] [Thomas F. Schlafly]
{Alexander Abraham}
{Richard J. Connors}
{Lawrence Goldmuntz}
{George H. Heyman}
{Otto Marx, Jr.}
</TABLE>
However, the By-Laws of the Corporation may fix the number of Directors at
a number greater or less than that named in these Articles of Incorporation,
provided that in no case shall the number of Directors be less than three, and
may authorize the Board of Directors, by the vote of a majority of the entire
Board of
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Directors, to increase or decrease the number of Directors fixed by these
Articles of Incorporation or by the By-Laws within a limit specified in the
By-Laws and to fill the vacancies created by any such increase in the number of
Directors. Unless otherwise provided by the By-Laws of the Corporation, the
Directors of the Corporation need not be stockholders therein.
{EIGHTH} [SEVENTH]: The following provisions are hereby adopted for the
purpose of defining, limiting and regulating the powers of the Corporation and
of the Directors and stockholders.
1. The By-Laws of the Corporation may divide the Directors of the
Corporation into classes and prescribe the tenure of office of the several
classes, but no class shall be elected for a period shorter than that from
the time of the election following the division into classes until the next
annual meeting and thereafter for a period shorter than the interval
between annual meetings or for a longer period than five years, and the
term of office of at least one class shall expire each year.
Notwithstanding the foregoing, no such division into classes shall be made
prior to the first annual meeting of stockholders of the Corporation.
2. The holders of shares of the capital stock of the Corporation shall
have the right to inspect the records, documents, accounts and books of the
Corporation, subject to reasonable regulations of the Board of Directors or
in the By-Laws of the Corporation, not contrary to Maryland law, as to
whether and to what extent, and at what times and places, and under what
conditions and regulations such right shall be exercised.
3. Any Director, or any officer elected or appointed by the Board of
Directors or by a committee of said Board or by the stockholders or
otherwise, may be removed at any time with or without cause, in such lawful
manner as may be provided in the By-Laws of the Corporation or in
accordance with the laws of Maryland.
4. If the By-Laws so provide, the Board of Directors of the
Corporation shall have power to hold their meetings, to have an office or
offices and, subject to the provisions of the laws of Maryland, to keep the
books of the Corporation outside of said State at such places as may from
time to time be designated by them.
5. In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the express provisions of the laws
of Maryland, of these Articles of Incorporation and of the By-Laws of the
Corporation.
6. Shares of stock in other corporations shall be voted by the
President or a Vice President, or such officer or officers of the
Corporation as the Board of Directors shall designate for the purpose, or
by a proxy or proxies thereunto duly authorized by the Board of Directors,
except as otherwise ordered by vote of the holders of a majority of the
shares of the capital stock of the Corporation outstanding and entitled to
vote in respect thereto.
7. (a) The Corporation shall not purchase from or sell to (i) any
officer, Director or employee of the Corporation, (ii) any partnership of
which any officer, Director or employee of the Corporation is a member,
(iii) any corporation or association of which any officer, Director or
employee of the Corporation is an officer, director or trustee, (iv) any
person or organization furnishing managerial,
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supervisory or distributing services to the Corporation, (v) any officer,
director, partner, trustee or employee of, or person owning of record any
of the stock of, any person or organization furnishing such managerial
supervisory or distributing services, (vi) any partnership of which any
officer, director, partner, trustee or employee of, or person owning of
record any of the stock of, any person or organization furnishing such
managerial, supervisory or distributing services, is a member, or (vii) any
corporation or association of which any officer, director, partner or
trustee of, or person owning of record any of the stock of, any person or
organization furnishing such managerial, supervisory or distributing
services, is an officer, director or trustee, as principals, any securities
(other than stock which may be issued by the Corporation), nor shall the
Corporation make any loan to any officer, Director or employee of the
Corporation, to any partnership of which any officer, Director or employee
of the Corporation is a member, to any corporation or association of which
any officer, Director or employee of the Corporation is an officer,
directors or trustee, to any person or organization furnishing managerial,
supervisory or distributing services to the Corporation, or to any officer,
director, partner, trustee or employee of, or person owning of record any
of the stock of, any person or organization furnishing such managerial,
supervisory or distributing services; provided, however, that nothing
herein shall prohibit any person, partnership, association or corporation
with which the Corporation may have any management or distributing
contract, or any officer, Director or employee of the Corporation, either
directly or through a partnership, association or corporation, from being
paid any brokerage commissions in the purchase and/or sale of securities
for the account of the Corporation, and provided further that any advances
of fees or expenses to any organization furnishing managerial, supervisory
or distributing services to the Corporation or any advances of expenses
pursuant to subparagraph (c) of this paragraph 7 shall not be deemed the
making of a loan within the meaning of this subparagraph (a); and any
officer, Director, employee or stockholder of the Corporation, either
directly or through a partnership, association or corporation, may act as
distributor or underwriter in connection with the sale of stock which may
be issued by the Corporation, and each and every person who may become an
officer, Director or employee of the Corporation is hereby relieved from
any liability that might otherwise exist from contracting as aforesaid with
the Corporation for the benefit of himself or any partnership, association
or corporation in which he may be interested, except that nothing herein
shall protect any Director or officer of the Corporation against any
liability to the Corporation or to its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office.
(b) Subject only to the provisions of subparagraph (a) of this
paragraph 7 and the provisions of the Investment Company Act {of 1940}, any
Director, officer or employee individually, or any partnership of which any
Director, officer or employee may be a member, or any corporation or
association of which any Director, officer or employee may be an officer,
director, trustee, employee or stockholder, may be a party to, or may be
pecuniarily or otherwise interested in, any contract [or] transaction of
the Corporation, and in the absence of fraud no contract or other
transaction shall be thereby affected or invalidated; provided that in case
a Director, or a partnership, corporation or association of which a
Director is a member, officer, director, trustee, employee or stockholder
is so interested, such fact shall be disclosed or shall have been known to
the Board of Directors or a majority thereof; and any Director of the
Corporation who is so interested, or who is also a director, officer,
trustee, employee or stockholder of such other corporation or association
or a member of such partnership which is so interested, may be
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counted in determining the existence of a quorum at any meeting of the
Board of Directors of the Corporation which shall authorize any such
contract or transaction, with like force and effect as if he were not such
director, officer, trustee, employee or stockholder of such other
corporation or association or not so interested or a member of a
partnership so interested.
(c) The Corporation shall indemnify (i) its Directors and officers,
whether serving the Corporation or at its request any other entity, to the
fullest extent required or permitted by the laws of Maryland now or
hereafter in force and the Investment Company Act {of 1940}, including the
advance of expenses under the procedures required, and to the fullest
extent permitted, by law and (ii) other employees and agents to such extent
as shall be authorized by the Board of Directors or provided by the
Corporation's By-Laws or by contract and permitted by law. The foregoing
rights of indemnification shall not be exclusive of any other rights to
which those seeking indemnification may be entitled. The Board of Directors
may take such action as is necessary to carry out these indemnification
provisions and is expressly empowered to adopt, approve and amend from time
to time such By-Laws, resolutions or contracts implementing such provisions
or such further indemnification arrangements as may be permitted by law. No
amendment of these Articles of Incorporation or repeal of any of its
provisions shall limit or eliminate the right to indemnification provided
hereunder with respect to acts or omissions occurring prior to such
amendment or repeal.
(d) Specifically, but without limitation of the foregoing, the
Corporation may enter into a distribution or management contract and other
contracts with, and may otherwise do business with, {Lehman} [Salomon]
Brothers {Incorporated, Lehman} [Inc, Salomon Brothers Asset] Management
{Co.,} Inc{.}, and any affiliate of either of the foregoing now existing or
hereafter created, notwithstanding that the Board of Directors of the
Corporation may be composed in part of officers, directors or employees of
said corporations and officers of the Corporation may have been or may be
or become officers, directors or employees of said corporations, and in the
absence of fraud the Corporation and such corporations may deal freely with
each other, and neither such distribution contract or management contract
nor any other contract or transaction between the Corporation and such
corporations or any of then shall be invalidated or in any wise affected
thereby, nor shall any Director or officer of the Corporation be liable to
the Corporation or to any stockholder or creditor thereof or to any other
person for any loss incurred by it or him under or by reason of any such
contract or transaction; provided that nothing herein shall protect {amy}
[any] Director or officer of the Corporation against any liability to the
Corporation or to its security holders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office; and
provided always that such contract or transaction shall have been on terms
that were not unfair to the Corporation at the time it was entered into.
(e) The Corporation is adopting its corporate title through permission
of {Lehman} [Salomon Brothers Asset] Management {Co.,} Inc{.}; and if it
shall enter into a management contract with such corporation, as authorized
herein, the Corporation shall make appropriate covenants that, upon the
expiration or termination of such contract or upon its breach by the
Corporation, the Corporation will, at the request of such corporation,
eliminate all reference to '{Lehman} [Salomon Brothers]' from its corporate
name and will not thereafter transact any business in a corporate name
using the {word 'Lehman} [words 'Salomon Brothers'] in any form or
combination whatsoever, or otherwise use the {word 'Lehman} [words 'Salomon
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Brothers'] as a part of its name or otherwise. Such covenants on the part
of the Corporation are hereby made binding upon it, its Directors,
officers, stockholders, creditors and all other persons claiming under or
through it.
(f) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no Director or officer of the
Corporation shall be personally liable to the Corporation or its
stockholders for money damages, except to the extent such exemption from
liability or limitation thereof is not permitted by the Investment Company
Act {of 1940}. No amendment of these Articles of Incorporation or repeal of
any of its provisions shall limit or eliminate the benefits provided to
directors and officers under this provision with respect to any act of
omission which occurred prior to such amendment or repeal.
8. [No holder of any stock or any other securities of the Corporation,
whether now or hereafter authorized, shall have any preemptive right to
subscribe for or purchase any stock or any other securities of the
Corporation other than such, if any, as the Board of Directors in
compliance with applicable law, in its sole discretion, may determine and
at such price or prices and upon such other terms as the Board of
Directors, in its sole discretion, may fix; and any stock or other
securities which the Board of Directors may determine to offer for
subscription may, as the Board of Directors in its sole discretion shall
determine, be offered to the holders of any class, series or type of stock
or other securities at the time outstanding to the exclusion of the holders
of any or all other classes, series or types of stock or other securities
at the time outstanding.
9. Notwithstanding any provision of law requiring the authorization of
any action by a greater proportion than a majority of the total number of
shares of all classes of capital stock or of the total number of shares of
any class of capital stock entitled to vote as a separate class, such
action shall be valid and effective if authorized by the affirmative vote
of the holders of a majority of the total number of shares of all classes
outstanding and entitled to vote thereon, or of the class entitled to vote
thereon as a separate class, as the case may be, except as otherwise
provided in the charter of the Corporation. At a meeting of stockholders
the presence in person or by proxy of stockholders entitled to cast a
majority of all the votes entitled to be cast on any matter with respect to
which one or more classes of capital stock are entitled to vote as a
separate class shall constitute a quorum of such separate class for action
on that matter. Whether or not a quorum of such a separate class for action
on any such matter is present, a meeting of stockholders convened on the
date for which it was called may be adjourned as to that matter from time
to time without further notice by a majority vote of the stockholders of
the separate class present in person or by proxy to a date not more than
120 days after the original record date.]
10. [Subject to applicable law,] the Board of Directors is hereby
empowered to authorize the issuance and sale, from time to time, of shares
of the capital stock of the Corporation, whether for cash at not less than
the par value thereof or for such other consideration including securities
as the Board of Directors in its discretion may deem advisable, in the
manner and to the extent now or hereafter permitted by the laws of
Maryland{; provided, however, (i) that initial and subsequent sales of
shares of capital stock shall be subject to such minimum and maximum limits
as the Board of Directors of the Corporation in its discretion may, from
time to time, establish by resolution, and (ii) that the consideration per
share to be received by the Corporation upon the sale of any shares of its
capital stock shall not be less than the net asset value per share of such
capital stock outstanding at the time as of which the computation of such
net asset value shall be made.}
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{For all purposes of the computation of net asset value, as in these
Articles of Incorporation referred to, the following rules shall apply.
The net asset value of each share of capital stock of the Corporation,
surrendered to the Corporation for redemption pursuant to the provisions of
paragraph (3)(a) of Article SIXTH of these Articles of Incorporation, shall
be determined as of the close of business on the New York Stock Exchange on
the day on which such capital stock is so surrendered, provided such
surrender is received in good order at the office of the Corporation or its
redemption agent prior to the close of business on the New York Stock
Exchange on that day and provided further that such day is one on which the
New York Stock Exchange is open; if such surrender is made after the close
of business on the New York Stock Exchange, or if the New York Stock
Exchange is not open on such day, then the net asset value shall be
determined as of the close of business on the New York Stock Exchange on
the next succeeding business day on which the New York Stock Exchange is
open.
The net asset value of each share of the capital stock of the
Corporation for the purpose of the issue of such capital stock at its net
asset value shall be determined in the manner prescribed by the Board of
Directors of the Corporation and in accordance with the Investment Company
Act of 1940, any applicable rule or regulation thereunder, or any
applicable rule or regulation made or adopted by any securities association
registered under the Securities Exchange Act of 1934.
The net asset value of each share of the capital stock of the
Corporation, as of the close of business on any day, shall be the quotient
obtained by dividing the value, as at such close, of the net assets of the
corporation (i.e., the value of the portfolio securities and other assets
of the Corporation (including investment income accrued but not collected)
less any liabilities (including accrued expenses but excluding capital and
surplus)) by the total number of shares of capital stock outstanding at
such close, all determined and computed as follows:
The assets of the Corporation shall be deemed to include (A) all cash
on hand, on deposit or on call, (B) all bills and notes and accounts
receivable, (C) all shares of stock and subscription rights and other
securities owned or contracted for by the Corporation, other than its own
capital stock, (D) all stock and cash dividends and cash distributions
entitled to be received by the Corporation and not yet received by it, (E)
all interest accrued on any interest bearing securities owned by the
Corporation and (F) all other property of every kind and nature including
prepaid expenses; the value of such assets to be determined as follows:
In determining the value of the assets of the Corporation for the
purpose of obtaining the net asset value, each security listed on a
national securities exchange shall be valued on the basis of the closing
sale thereof on such exchange on the business day as of which such value is
being determined. If there be no sale on such day, then the security shall
be valued on the basis of the most recent bid price on such day. If no bid
prices are quoted for such day, then the security shall be valued by such
method as the Board of Directors shall deem to reflect its fair market
value. Securities not listed on a national securities exchange shall be
valued at their latest bid price as reported by the NASDAQ reporting system
for securities covered by that system and, for other over-the-counter
securities, at the last current bid price. If no quotations are readily
available, or if restricted or control securities are being valued,
portfolio securities shall be valued as the Board of Directors in good
faith deems appropriate to reflect the
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fair value thereof. All other assets of the Corporation shall be valued at
fair value as determined in good faith by the Board of Directors.
The liabilities of the Corporation shall be deemed to include (A) all
bills and notes and accounts payable, (B) all administrative expenses
payable and/or accrued (including management fees), (C) all contractual
obligations for the payment of money or property, including, as of the
'ex-dividend' date established by the Corporation, the amount of any unpaid
dividend previously declared upon the Corporation's stock, (D) all
reserves, if any, authorized or approved by the Board of Directors for
taxes, including reserves for taxes at current rates based on any
unrealized appreciation in the value of the assets of the Corporation and
(E) all other liabilities of the Corporation of whatsoever kind and nature
except liabilities represented by outstanding capital stock and surplus of
the corporation.
For the purposes hereof:
(A) Capital stock subscribed for shall be deemed to be outstanding as
of the time of acceptance of any subscription and the entry thereof on the
books of the Corporation, and the net price thereof shall be deemed to be
an asset of the Corporation; and
(B) Capital stock surrendered for redemption by the Corporation
pursuant to the provisions of paragraph (3)(a) of Article SIXTH of these
Articles of Incorporation, and capital stock redeemed by the Corporation
pursuant to the provisions of paragraph 3(b) of said Article SIXTH, shall
be deemed to be outstanding until the close of business on the date as of
which its net asset value is being determined as provided in paragraph 8(a)
of this Article EIGHTH and paragraph 3(b) of said Article SIXTH,
respectively, and thereupon and until paid the price thereof shall be
deemed to be a liability of the Corporation.
The net asset value of each share of the capital stock of the
Corporation, as of any time other than the close of business on any day,
may be determined by applying to the net asset value as of the close of
business on the preceding business day, computed as provided in paragraph
8(c) of this Article EIGHTH, such adjustments as are authorized by or
pursuant to the direction of the Board of Directors and designed reasonably
to reflect any material changes in the market value of securities and other
assets hold and any other material changes in the assets or liabilities of
the Corporation and in the number of its outstanding shares which shall
have taken place since the close of business on such preceding business
day.
In addition to and notwithstanding the foregoing, the Board of
Directors is empowered, in its absolute discretion, to establish other
bases or times, or both, for determining the net asset value of each share
of the capital stock of the Corporation. Without limitation of the
foregoing, the Board of Directors in its discretion may determine such net
asset value utilizing a consolidated transaction reporting system (the
'consolidated tape') if the Board of Directors determines that significant
differences in price with respect to portfolio securities would not result
thereby, and in such event the net assets of the Corporation will be valued
on each day trading is reported on the consolidated tape and value of
portfolio securities whose prices are quoted on the consolidated tape will
be computed as of the close of trading for purposes of the consolidated
tape. In such case, the Corporation's net assets will reflect the latest or
closing prices reported on the consolidated tape for such securities and
otherwise will be computed as set forth above.
Payment of the net asset value of capital stock of the Corporation
surrendered to it for redemption pursuant to the provisions of paragraph
3(a) of Article SIXTH of these Articles of incorporation shall be
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made by the Corporation within seven days after receipt, in good order, of
the documents and certificates, if any, required pursuant to such
paragraph. Any such payment may be made in portfolio securities of the
Corporation and/or in cash, as the Board of Directors shall deem advisable.
For the purpose of determining the amount of any payment to be made
pursuant to paragraph (3)(a) of said Article SIXTH in portfolio securities,
such securities shall be valued as provided in subdivision (c)(i) of
paragraph 8 of this Article EIGHTH.
In the case of shares of stock of the Corporation issued in whole or
in part in exchange for securities, there may, at the discretion of the
Board of Directors of the Corporation, be included in the value of said
securities, for the purposes of determining the number of shares of stock
of the Corporation issuable in exchange therefor, the amount, if any, of
brokerage commissions or other similar costs of acquisition of such
securities paid by the holder of said securities in acquiring the same.
NINTH: From}[.]
[EIGHTH: From] time to time any of the provisions of these Articles of
Incorporation may be amended, altered or repealed (including any amendment which
changes the terms of any of the outstanding stock by classification,
reclassification or otherwise), upon the vote of the holders of a majority of
the shares of capital stock of the Corporation at the time outstanding and
entitled to vote, and other provisions which might under the statutes of the
State of Maryland at the time in force be lawfully contained in articles of
incorporation may be added or inserted upon the vote of the holders of a
majority of the shares of capital stock of the Corporation at the time
outstanding and entitled to vote, and all rights at any time conferred upon the
stockholders of the Corporation by these Articles of Incorporation are granted
subject to the provisions of this Article {NINTH} [EIGHTH]. The Corporation
shall notify the stockholders in its next subsequent regular report to the
stockholders of any amendment to these Articles of Incorporation.
The term 'Articles of Incorporation' or 'these Articles of Incorporation'
as used herein and in the By-Laws of the Corporation shall be deemed to mean
these Articles of Incorporation as from time to time amended and restated.
[* * * * * *
SECOND: This amendment decreases the par value of the Corporation's Capital
Stock from $1.00 per share to $.001 per share.
THIRD: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by Section 2-605(a)(4) of the Maryland General Corporation Law,
the Board of Directors has duly changed the name or other designation of the
currently issued and outstanding shares of capital stock of the Corporation from
'Capital Stock (par value $.001 per share)' to 'Class O Common Stock (par value
$.001 per share).'
FOURTH: The amendment and restatement does not increase the authorized
stock of the Corporation.
FIFTH: The foregoing amendment and restatement to the Charter of the
Corporation has been advised by the Board of Directors and approved by the
stockholders of the Corporations.
SIXTH: The foregoing amendment and restatement to the Charter of the
Corporation shall become effective at on , 199 .]
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IN WITNESS WHEREOF, [SALOMON BROTHERS CAPITAL FUND INC has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on , 199 ]. {I have signed these
ARTICLES OF INCORPORATION on this day of August, 1976 and acknowledge the
same to be my act.}
{/s/ John B. Stockton}
<TABLE>
<S> <C>
WITNESS: [SALOMON BROTHERS CAPITAL FUND INC
By:
[Secretary] President]
</TABLE>
[THE UNDERSIGNED, President of SALOMON BROTHERS CAPITAL FUND INC who
executed on behalf of the Corporation the foregoing Articles of Amendment and
Restatement of which this certificate is made a part, hereby acknowledges in the
name and on behalf of said Corporation the foregoing Articles of Amendment and
Restatement to be the corporate act of said Corporation and hereby certifies
that to the best of his knowledge, information, and belief the matters and facts
set forth therein with respect to the authorization and approval thereof are
true in all material respects under the penalties of perjury.]
_______________________________________
[President] {/s/ Robert P. Wessely}
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APPENDIX 1
PROXY CARD
SALOMON BROTHERS CAPITAL FUND INC
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Lawrence H. Kaplan, Alan M. Mandel,
Jennifer Muzzey and Tana E. Tselepis, and each of them, 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 the
Salomon Brothers Capital Fund Inc (the "Fund") which the undersigned is entitled
to vote at a Special Meeting of Stockholders of the Fund to be held at Seven
World Trade Center, New York, New York on September 30, 1996, and at any
adjournment thereof. The undersigned hereby acknowledges receipt of the Notice
of Meeting and accompanying Proxy Statement 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.
Please Mark, Sign, and Return this Proxy Promptly
Using the Enclosed Envelope.
Date_______________________________________, 1996
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(s), Title(s), if applicable
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2
This proxy, if properly executed, will be voted in the manner directed by the
stockholder. If no direction is made to the contrary, the proxy will be voted
FOR proposal 1 and proposal 2. Please refer to the Proxy Statement for a
discussion of the Proposals.
Please Sign and Date on Reverse Side and Mail in Accompanying Postpaid Envelope.
Please vote by filling in the appropriate boxes below, as shown, using blue or
black ink or dark pencil. Do not use red ink. [ ]
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1 AND PROPOSAL 2
1. Amendments to the Fund's Articles of Incorporation to permit implementation
by the Fund of a multi-class distribution system for its shares. [ ] [ ] [ ]
2. Amendment to the Fund's Articles of Incorporation to reduce the par value
of the Fund's common stock from $1.00 to $.001. [ ] [ ] [ ]
3. Any other business that may properly come before the meeting.
</TABLE>
I will be attending the meeting. [ ]
STATEMENT OF DIFFERENCES
In Appendix A, proposed additions shall appear in square brackets and
proposed deletions shall appear in braces.
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