<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[x] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[ ] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
The Salomon Brothers Fund Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
SEC 1913 (3-99)
<PAGE>
THE SALOMON BROTHERS FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 30, 2000
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of The Salomon Brothers
Fund Inc (the "Fund") will be held at 7 World Trade Center, in the Downtown
Conference Center, 2nd Floor Auditorium, New York, New York, on Thursday,
May 11, 2000, at 3:00 p.m., for the purposes of considering and voting upon the
following:
1. The election of directors (Proposal 1);
2. The ratification of the selection of PricewaterhouseCoopers LLP as
the Fund's independent accountants for the fiscal year ending December 31,
2000 (Proposal 2);
3. An amendment to the Fund's Articles of Incorporation (Proposal 3);
and
4. Any other business that may properly come before the Meeting.
The close of business on March 24, 2000 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,
Christina T. Sydor
Secretary
TO AVOID UNNECESSARY EXPENSE OF 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 HOW
SMALL YOUR HOLDINGS MAY BE.
<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
John Doe
(3) ABC Corp. .................................... c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan................. John Doe, Trustee
<CAPTION>
TRUST ACCOUNTS
- --------------------------------------------------
<S> <C>
(1) ABC Trust .................................... Jane B. Doe, Trustee
Jane B. Doe
(2) Jane B. Doe, Trustee ......................... u/t/d 12/28/78
<CAPTION>
CUSTODIAL OR ESTATE ACCOUNTS
- --------------------------------------------------
<S> <C>
John B. Smith
(1) John B. Smith, Cust. ........................ f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith ................................ John B. Smith, Jr., Executor
</TABLE>
<PAGE>
THE SALOMON BROTHERS FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of The Salomon Brothers Fund Inc (the "Fund") of proxies to
be used at the Annual Meeting of Stockholders of the Fund to be held at 7 World
Trade Center, in the Downtown Conference Center, 2nd Floor Auditorium, New York,
New York, on Thursday, May 11, 2000 at 3:00 p.m., New York Time, (and at any
adjournment or adjournments thereof) for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This proxy statement and
the accompanying form of proxy are first being mailed to stockholders on or
about March 30, 2000. 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 the election of directors and FOR proposals 2
and 3. The close of business on March 24, 2000 has been fixed as 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
March 24, 2000, there were shares of Common Stock outstanding.
In accordance with the Fund's By-Laws, 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 the Fund's Common Stock entitled to vote at the Meeting.
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 a date not more than 120 days after the original record date 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 in their discretion.
A stockholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
for approval. 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 in the name of a broker or nominee for which an
executed proxy is received by the Fund, but are not voted on the proposal
because voting 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.
Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 7 World Trade Center, New York, New York 10048, is the Fund's
investment adviser and administrator.
PROPOSAL 1: ELECTION OF DIRECTORS
At the meeting nine directors are to be elected to hold office until the
next Annual Meeting and until their successors are elected and qualified. Unless
authority is withheld, it is the intention of the persons named in the proxy to
vote the proxy FOR the election of the nominees named below. Each nominee has
indicated that he or she will serve if elected, but if any nominee should be
unable to serve, the proxy will be voted for any
<PAGE>
other person determined by the persons named in the proxy in accordance with
their judgment. Each nominee has previously been elected a director by the
Fund's stockholders.
The following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
OWNED, DIRECTLY
OR INDIRECTLY, ON
DECEMBER 31, 1999
NOMINEES AND PRINCIPAL OCCUPATIONS DIRECTOR -----------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
- --------------------------------------------------------------------------------- -------- --- -----------------
<S> <C> <C> <C>
Charles F. Barber, Member of Audit Committee; Consultant; formerly Chairman of 1982 83 15,839
the Board, ASARCO Incorporated.
Andrew L. Breech, Member of the Proxy Committee; President, Dealer Operating 1991 47 3,930
Control Service, Inc.
Carol L. Colman, Member of Audit Committee; Consultant, Colman Consulting 1992 54 5,118
William R. Dill, Member of Nominating Committee; Consultant; formerly President, 1985 69 2,048
Boston Architectural Center; formerly, President, Anna Maria College;
President Emeritus, Babson College.
Clifford M. Kirtland, Jr., Member of the Proxy Committee; Member of Advisory 1987 76 3,000
Committee, Noro-Moseley Partners; formerly, Director, Oxford Industries,
Inc., Shaw Industries, Inc.; and Graphic Industries, Inc.; and CSX Corp,
formerly, Chairman and President, Cox Communications.
Robert W. Lawless, Member of the Proxy Committee; President and Chief Executive 1991 63 3,022
Officer, University of Tulsa; formerly, President and Chief Executive
Officer, Texas Tech University and Texas Tech University Health Sciences
Center.
Heath B. McLendon*, Managing Director, Salomon Smith Barney Inc.; President and 1998 66 1,431
Director, SSBC Fund Management Inc. and Travelers Investment Adviser, Inc.
Prior to July 1993, Senior Executive Vice President of Shearson Lehman
Brothers Inc., and Vice Chairman of Shearson Asset Management.
Louis P. Mattis, Member of Nominating Committee; Consultant; formerly Chairman 1991 58 2,104
and President Sterling Winthrop, Inc.
Thomas F. Schlafly, Member of Audit and Nominating Committees; Of Counsel to 1986 51 3,000
Blackwell Sanders Peper Martin LLP (attorneys); President, The Saint Louis
Brewery, Inc.
</TABLE>
- ------------------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
(A) The holdings of no nominee represented more than 1% of the outstanding
shares of the Fund's Common Stock as of December 31, 1999. Each nominee has sole
voting and investment power with respect to the listed shares.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors is responsible for ensuring that the Fund is managed
in the best interests of its stockholders. The Directors oversee the Fund's
business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including SBAM, the
custodian, the transfer agent and the administrator. As part of this process,
the Directors consult with the Fund's independent auditors and with their own
separate independent counsel.
2
<PAGE>
The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an audit
committee, proxy committee and nominating committee, which meet periodically
during the year and whose responsibilities are described below.
The Directors regularly review the Fund's financial statements, performance
and market price as well as the quality of the services being provided to the
Fund. As part of this process, the Directors review the Fund's fees and expenses
to determine if they are reasonable and competitive in light of the services
being received and while also ensuring that the Fund continues to have access to
high quality services in the future. Based on these reviews, the Directors
periodically make suggestions to the Fund's management and monitor to ensure
that responsive action is taken. The Directors also monitor potential conflicts
of interest among the Fund, SBAM and its affiliates and other funds and clients
managed by SBAM to ensure that the Fund is managed in a manner which is in the
best interests of the Fund's stockholders.
Each of the nominees for directors also serve as directors of certain other
U.S.-registered investment companies as described below. Mr. Barber also serves
as a director of fifteen other investment companies advised by SBAM, two other
investment companies advised by Advantage Advisers, Inc. ("Advantage") and three
other investment companies advised by CIBC Oppenheimer Advisors, L.L.C.
("CIBC"). Messrs. Breech, Dill, Kirtland and Lawless also serve as directors of
three other investment companies advised by SBAM. Messrs. Mattis and Schlafly
also serve as directors of two other investment companies advised by SBAM and
Ms. Colman serves as a director of six other investment companies advised by
SBAM. Mr. McLendon also serves as a director of sixteen other investment
companies advised by SBAM, forty-two investment companies managed and/or
administered by SSB Citi Funds Management LLC ("SSBC") six investment companies
advised by Travelers Investment Management Company, seven investment companies
managed by Travelers Asset Management International Corporation and six
investment companies managed by Citibank.
At December 31, 1999, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund's Common Stock.
To the knowledge of management, no person owned of record or owned beneficially
more than 5% of the Fund's shares of Common Stock outstanding at that date,
except that Cede & Co., a nominee for participants in Depository Trust Company,
held of record 61,995,703 shares, equal to approximately 65% of the Fund's
outstanding shares.
The Fund's executive officers are chosen each year at the first meeting of
the Board of Directors of the Fund following the Annual Meeting of Stockholders,
to hold office until the meeting of the Board following the next Annual Meeting
of Stockholders and until their successors are duly elected and qualified. In
addition to Mr. McLendon, the current executive officers of the Fund are:
OFFICER
NAME OFFICE SINCE AGE
- ----------------- ------------------------- ------- ---
Lewis E. Daidone Executive Vice President 1998 40
and Treasurer
Martin L. Roberts Vice President 1971 66
Michael A. Kagan Vice President 1996 38
Christina T. Sydor Secretary 1998 46
3
<PAGE>
Mr. Daidone has also served as Managing Director of Salomon Smith Barney
("SSB") since 1990. He is Director and Senior Vice President of SSBC and
Travelers Investment Advisers, Inc., and is the Senior Vice President, Treasurer
and Chief Financial Officer of its mutual fund complex. Mr. Roberts has been a
Vice President of SBAM and SSB since May 1990. Mr. Kagan has also been a
Director of SBAM and SSB since January 1997. From December 1994 to January 1997,
he was a Vice President of SBAM and SSB. Ms. Sydor has also served as Managing
Director of SSB, which she joined in 1986. She is General Counsel of SSBC and
Travelers Investment Advisers, Inc., and is also Secretary of the investment
companies sponsored by SSB.
The Fund's Audit Committee is composed of Ms. Colman and Messrs. Barber and
Schlafly. The principal functions of the Audit Committee are: (i) to recommend
to the Board the appointment of the Fund's independent accountants; (ii) to
review with the independent accountants the scope and anticipated cost of their
audit; and (iii) to receive and consider a report from the independent
accountants concerning their conduct of the audit, including any comments or
recommendations they might want to make in that connection. This Committee held
one meeting during the fiscal year ended December 31, 1999.
The Fund's Nominating Committee, whose principal function is to recommend
nominees for election as directors of the Fund, is composed of Messrs. Dill,
Mattis and Schlafly. This Committee held one meeting during the year ended
December 31, 1999. The Nominating Committee will accept nominations for the
office of director made by the stockholders in a written request addressed to
the Secretary of the Fund which includes biographical data and sets forth the
qualifications of the proposed nominee.
The Fund's Proxy Committee, composed of Messrs. Breech, Lawless and
Kirtland, establishes and monitors the Fund's policy on voting proxies of
companies whose securities are held in the Fund's portfolio and determines the
manner in which proxies for the Fund's securities are voted. Such committee held
one meeting during the year ended December 31, 1999.
During the fiscal year ended December 31, 1999, the Board of Directors met
five times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committees for which he/she was eligible.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to the directors by the Fund, as well as by the various other investment
companies advised by SBAM. The following table provides information concerning
the compensation paid to each director during the fiscal year ended
December 31, 1999. Certain of the directors listed below are members of the
Audit Committee of the Fund and other committees of certain other investment
companies advised by SBAM, and, accordingly, the amounts provided in the table
include compensation for service on such committees. Please note that the Fund
does not provide any pension or retirement benefits to directors. In addition,
the Fund paid no remuneration during the fiscal year ended
4
<PAGE>
December 31, 1999 to Mr. McLendon who, as an employee of SSB at such date, is an
"interested person" as defined in the 1940 Act.
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM OTHER FUNDS
NAME OF DIRECTOR FROM THE FUND ADVISED BY SBAM TOTAL COMPENSATION
- ------------------------------------------------------------ ------------- ------------------ ------------------
DIRECTORSHIPS(A) DIRECTORSHIPS(A)
------------------ ------------------
<S> <C> <C> <C>
Charles F. Barber........................................... $ 11,250 $123,850(15) $135,100(16)*
Andrew L. Breech............................................ $ 10,500 $ 16,250(3) $ 26,750(4)
Carol L. Colman............................................. $ 11,250 $ 42,850(6) $ 54,100(7)
William R. Dill............................................. $ 10,500 $ 16,250(3) $ 26,750(4)
Clifford M. Kirtland, Jr.................................... $ 11,250 $ 17,000(3) $ 28,250(4)
Robert W. Lawless........................................... $ 11,250 $ 17,750(3) $ 29,000(4)
Louis P. Mattis............................................. $ 10,500 $ 15,500(2) $ 26,000(3)
Thomas F. Schlafly.......................................... $ 11,250 $ 17,000(2) $ 28,250(3)
</TABLE>
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
* In addition, Mr. Barber received $18,375 in deferred compensation from six
investment companies advised by an affiliate of SBAM.
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 in combination require the Fund's directors and officers, persons
who own more than 10% of the Fund's Common Stock, SBAM and its directors and
officers, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange, Inc. The
Fund believes that all relevant persons have complied with applicable filing
requirements during its most recently completed fiscal year.
REQUIRED VOTE
The nominees as Directors are elected by a plurality of the votes cast by
the holders of shares of the Fund's Common Stock present in person or
represented by proxy at a meeting with a quorum present. For purposes of the
election of directors, abstentions and broker non-votes will not be considered
votes cast, and do not affect the plurality vote required for directors.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS," AS
DEFINED IN THE 1940 ACT, UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR"
EACH OF THE NOMINEES FOR DIRECTOR.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Fund's Board of Directors has selected PricewaterhouseCoopers LLP as
the Fund's independent accountants for the current fiscal year ending December
31, 2000. The appointment of independent accountants is approved annually by the
Board of Directors and is subsequently submitted to the stockholders for
ratification. The Fund has been advised by PricewaterhouseCoopers LLP that at
December 31, 1999 neither that firm nor any of its partners had any direct or
material indirect financial interest in the Fund. A representative of
PricewaterhouseCoopers LLP will be available at the Meeting to answer questions
concerning the audit of the Fund's financial statements and will have an
opportunity to make a statement if he chooses to do so.
5
<PAGE>
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS," AS
DEFINED IN THE 1940 ACT, UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS.
REQUIRED VOTE
Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants requires the affirmative vote of the holders of a
majority of the shares of the Fund's Common Stock present in person or
represented by proxy at a meeting with a quorum present. For purposes of this
proposal, abstentions and broker non-votes will not be considered to be votes
cast.
PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE
FUND
At a meeting held on March 16, 2000, the Board of Directors, including all
of the Non-Interested Directors, unanimously adopted an amendment to the
Articles of Incorporation of the Fund (the "Proposed Amendment"). The Proposed
Amendment states that a majority of the entire Board of Directors, without
action by the stockholders, may amend the charter to increase or decrease the
aggregate number of shares of stock or the number of shares of stock of any
class that the Fund has authority to issue.
REASONS FOR THE PROPOSED AMENDMENT TO THE CHARTER:
1. Modernization: Maryland law has been amended to provide the Board
of Directors with the flexibility to increase or decrease the number of
authorized shares. The amendment would provide the Fund with the full
flexibility that Maryland law now permits. Importantly, the Board believes
that the changes will result in no reduction in the protection afforded to
stockholders.
2. A Need for Additional Authorized Shares: Under the existing charter
the Fund is authorized to issue 100,000,000 shares. Currently the Fund has
approximately 94,628,506 shares outstanding. Pursuant to the Fund's
Dividend Reinvestment Plan ("DRIP"), the Fund, under certain circumstances,
pays dividends to participants in the form of newly-issued shares. In 1999,
the Fund issued 4,702,110 shares pursuant to the DRIP. If the number of
shares authorized is not increased and similar issuances of shares
continues, it is likely that within the next few years, the current
authorized share limit will interfere with the Fund's execution of the
DRIP.
In addition, at a meeting of the Board of Directors held on March 16, 2000,
the Board of Directors approved a rights offering for the Fund. Pursuant to
the rights offering, shareholders will receive one right for each share of
common stock owned. Shareholders may purchase one share for every ten
rights issued. Accordingly, 100,000,000 shares is insufficient to continue
to permit the Fund to issue shares under the DRIP and to conduct the rights
offering. The proposed amendment would give the Board of Directors the
power to increase the number of authorized shares as needed.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the outstanding shares
of the Fund's Common Stock entitled to vote is required for approval of the
Proposed Amendment. Accordingly, abstentions and "broker non-votes" will have
the same effect as votes against the Proposed Amendment.
THE DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE ADOPTION OF THE AMENDMENT TO THE
ARTICLES OF INCORPORATION.
6
<PAGE>
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 2001
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than November 30, 2000. Any stockholder
who desires to bring a proposal at the Fund's 2001 Annual Meeting of
Stockholders without including such proposal in the Fund's proxy statement must
deliver written notice thereof to the Secretary of the Fund (addressed to The
Salomon Brothers Fund Inc, 7 World Trade Center, New York, New York 10048)
during the period from February 9, 2001 to March 9h, 2001.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended December 31, 1999 is available, free of charge, by writing to the
Fund c/o Salomon Brothers Asset Management Inc at the address listed on the
front cover, or by calling 1-888-777-0102.
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 SBAM,
or its affiliates, or other representatives of the Fund or by telephone or
telegraph, in addition to the use of 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 such out-of-pocket expenses.
In addition, the Fund has retained D.F. King & Co., Inc. ("D.F. King"), a
proxy solicitation firm to assist in the solicitation of the proxy vote. It is
anticipated that D.F. King will be paid for such solicitation services in an
amount estimated not to exceed $ . D.F. King may call stockholders to ask
if they would be willing to have their votes recorded by telephone. The
telephone voting procedure is designed to authenticate stockholders' identities,
to allow stockholders to authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions have been recorded
properly. The Fund has been advised by D.F. King that these procedures are
consistent with the requirements of applicable law. Stockholders voting by
telephone would be asked for their social security number or other identifying
information and would be given an opportunity to authorize proxies to vote their
shares in accordance with their instructions. To ensure that the stockholders'
instructions have been recorded correctly they will receive a confirmation of
their instructions in the mail within 72 hours. The confirmation is a replica of
the proxy card but with marks indicating how the stockholder voted along with a
special toll-free number which will be available in the event the stockholder
wishes to change or revoke the vote. Although a stockholder's vote may be taken
by telephone, each stockholder will receive a copy of this Proxy Statement and
may vote by mail using the enclosed proxy card. If you have any questions or
need assistance in voting, please contact D.F. King at their toll-free number,
(888) 242-8156.
OTHER BUSINESS
The Fund's Board of Directors 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.
March 30, 2000
7
<PAGE>
THE SALOMON BROTHERS FUND INC
PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Heath B. McLendon, Robert A. Vegliante
and Lewis E. Daidone 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 Fund Inc (the "Fund") which the undersigned is entitled to vote at the
Fund's Annual Meeting of Stockholders (the "Meeting") to be held at 7 World
Trade Center, New York, New York on May 11, 2000, and at any adjournment
thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting
and accompanying Proxy Sta1tement 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.
This proxy, if properly executed, will be voted in the manner directed by the
stockholder.
If no direction is made to the contrary, this proxy will be voted FOR
the election of nominees as directors and FOR proposal 2 and 3.
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.
THE SALOMON BROTHERS FUND INC
P.O. BOX 11193
NEW YORK, N.Y. 10203-0193
<PAGE>
DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
FOR PROPOSAL 2 AND 3.
1. The election of directors
FOR all nominees WITHHOLD AUTHORITY to vote EXCEPTIONS
listed below for all nominees listed below
Nominees: Charles F. Barber, Andrew L. Dreech, Carol L. Colman, William R.
Dill, Clifford M. Kirtland, Jr., Robert W. Lawless, Heath B. McLendon,
Louis P. Mattis, Thomas F. Schlarly
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, mark the "E`xceptions" box and write that nominee's name in the
space provided below.)
Exceptions: ___________________________ _______________________________
2. The ratification of the selection of PricewaterhouseCoopers LLP as the
Fund's independent accountants for the fiscal year ending December 31,
2000.
FOR / / AGAINST / / ABSTAIN / /
3. An Amendment to the Fund's Articles of Incorporation
FOR / / AGAINST / / ABSTAIN / /
4. Any other business that may properly come before the meeting.
I will attend the meeting.
Change of Address and/or
Comments Mark Here
NOTE: Please sign exactly as your name
appears on this Proxy. If joint owners,
EITHER may sign the Proxy. When signing as
attorney, executor, administrator, trustee,
guardian or corporate officer, please give
your full title.
Dated:__________________________________,2000
_____________________________________________
_____________________________________________
Signature(s) (Title(s), if applicable)
Votes MUST be indicated.
