SMITH BARNEY SHEARSON GLOBAL BOND FUND
A SUB-TRUST OF SMITH BARNEY SHEARSON INCOME FUNDS
Two World Trade Center
New York, New York 10048
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on April 29, 1994
To the Shareholders of
Smith Barney Shearson Global Bond Fund:
Notice is hereby given that a Special Meeting of Shareholders of Smith
Barney Shearson Global Bond Fund (the "Fund"), a mutual fund organized as a
sub-trust of Smith Barney Shearson Income Funds (the "Trust"), will be held at
the offices of the Fund, Two World Trade Center, 100th floor, New York, New
York 10048, at 2:30 p.m., on April 29, 1994, for the following purposes:
1. To approve or disapprove a new investment advisory agreement between the
Trust, on behalf of the Fund, and Smith Barney Global Capital Management, Inc.
("SBGCM"), containing substantially the same terms and conditions as the
Fund's current investment advisory agreement (Proposal 1).
2. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
The Board of Trustees of the Trust has fixed the close of business on
March 16, 1994 as the record date for the determination of shareholders of the
Fund entitled to notice of and to vote at the Special Meeting.
By Order of the Board of Trustees
Francis J. McNamara, III
March 18, 1994 Secretary
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE
REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN
THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF THE PROXY CARD ARE SET FORTH ON THE
INSIDE COVER OF THIS NOTICE. IT IS IMPORTANT THAT PROXIES BE RETURNED
PROMPTLY.
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 the name shown in the registration on the
proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration.
For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp ABC Corp.
(2) ABC Corp John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
Trust Accounts
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr.UGMA John B. Smith
(2) Estate of John B. Smith John B. Smith, Jr.,
Executor
SMITH BARNEY SHEARSON GLOBAL BOND FUND
A SUB-TRUST OF SMITH BARNEY SHEARSON INCOME FUNDS
Two World Trade Center
New York, New York 10048
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on April 29, 1994
PROXY STATEMENT
This Proxy Statement is being furnished in
connection with the solicitation of proxies by the
Board of Trustees (the "Board") of Smith Barney
Shearson Income Funds with respect to the Smith Barney
Shearson Global Bond Fund, for use at a Special
Meeting of Shareholders of the Fund to be held at 2:30
p.m. on April 29, 1994, at the offices of the Fund,
Two World Trade Center, 100th floor, New York, New
York 10048, and at any adjournments thereof
(collectively, the "Special Meeting"). A Notice of
Special Meeting of Shareholders and a proxy card
accompany this Proxy Statement. Proxy solicitations
will be made primarily by mail, but proxy
solicitations may also be made by telephone, telegraph
or personal interviews conducted by: officers and
employees of the Trust; Smith Barney Shearson Inc.
("Smith Barney Shearson"), the distributor of the
shares of the Fund; The Shareholder Services Group,
Inc. ("TSSG"), a subsidiary of First Data Corporation,
the transfer agent of the Fund; and/or The Boston
Company Advisors, Inc. ("Boston Advisors"), the
administrator of the Fund. The costs of proxy
solicitation and expenses incurred in connection with
the preparation of this Proxy Statement and its
enclosures will be paid by Smith Barney Shearson.
Smith Barney Shearson will also reimburse brokerage
firms and others for their expenses in forwarding
solicitation material to the beneficial owners of Fund
shares.
The Trust currently issues three classes of
shares ("Shares") in respect of the Fund, but for
purposes of the matters to be considered at the
Special Meeting, all shares will be voted as a single
class. Each Share is entitled to one vote and any
fractional Share is entitled to a fractional vote. If
the enclosed proxy is properly executed and returned
in time to be voted at the Special Meeting, the Shares
of beneficial interest represented by the proxy will
be voted in accordance with the instructions marked
thereon. Unless instructions to the contrary are
marked on the proxy, it will be voted FOR the matters
listed in the accompanying Notice of Special Meeting
of Shareholders. Any shareholder who has given a
proxy has the right to revoke it at any time prior to
its exercise either by attending the Special Meeting
and voting his or her Shares in person, or by
submitting a letter of revocation or a later-dated
proxy to the Fund at the above address prior to the
date of the Special Meeting. For purposes of
determining the presence of a quorum for transacting
business at the Special Meeting, abstentions and
broker "non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not
received instructions from the beneficial owner or
other persons entitled to vote Shares on a particular
matter with respect to which the brokers or nominees
do not have discretionary power) will be treated as
Shares that are present but which have not been voted.
For this reason, abstentions and broker "non-votes"
will have the effect of a "no" vote for purposes of
obtaining the requisite approval of the proposal.
In the event that a quorum is not present at the
Special Meeting, or in the event that a quorum is
present but sufficient votes to approve the proposal
are not received, the persons named as proxies on the
enclosed proxy card may propose one or more
adjournments of the Special Meeting to permit further
solicitation of proxies. In determining whether to
adjourn the Special Meeting, the following factors may
be considered: the nature of the proposal that is the
subject of the Special Meeting, the percentage of
votes actually cast, the percentage of negative votes
actually cast, the nature of any further solicitation
and the information to be provided to shareholders
with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a
majority of those Shares represented at the Special
Meeting in person or by proxy. A shareholder vote may
be taken on one or more of the proposals in this Proxy
Statement prior to any such adjournment if sufficient
votes have been received for approval. Under the
Trust's First Amended and Restated Master Trust
Agreement dated November 5, 1992, as amended (the
"Master Trust Agreement"), a quorum of shareholders is
constituted by the presence in person or by proxy of
the holders of a majority of the outstanding Shares of
the Fund entitled to vote at the Special Meeting.
The Board has fixed the close of business on
March 16, 1994 as the record date (the "Record Date")
for the determination of shareholders of the Fund
entitled to notice of and to vote at the Special
Meeting. At the close of business on the Record Date,
there were 4,809,864.264 Shares of the Fund
outstanding. As of the Record Date, to the knowledge
of the Fund and its Board, no single shareholder or
"group" (as that term is used in Section 13(d) of the
Securities Exchange Act of 1934), beneficially owned
more than 5% of the outstanding Shares of the Fund.
As of the Record Date, the officers and Board members
of the Fund beneficially owned less than 1% of the
Shares of the Fund.
As of Record Date, no shares of SBGCM or its
ultimate parent corporation, The Travelers Inc.
("Travelers"), were held by Board members.
In order that your Shares may be represented at the
Special Meeting, you are requested to:
- - indicate your instructions on the enclosed proxy
card;
- - date and sign the proxy card;
- - mail the proxy card promptly in the enclosed
envelope, which requires no postage if mailed in the
United States; and
- - allow sufficient time for the proxy card to be
received on or before 2:00 p.m., April 29, 1994.
As a business trust formed under the laws of the
Commonwealth of Massachusetts, the Trust is not
required to hold annual shareholder meetings but may
hold special meetings as required or deemed desirable.
As indicated above, the Special Meeting is being
called to consider a new investment advisory contract
for the Fund.
The Board recommends an affirmative vote on
Proposal 1.
PROPOSAL 1
TO APPROVE OR DISAPPROVE A NEW INVESTMENT
ADVISORY AGREEMENT BETWEEN SMITH BARNEY GLOBAL CAPITAL
MANAGEMENT, INC. AND THE TRUST, ON BEHALF OF THE FUND,
CONTAINING SUBSTANTIALLY THE SAME TERMS AND CONDITIONS
AS THE FUND'S CURRENT INVESTMENT ADVISORY AGREEMENT.
SUMMARY OF PROPOSAL
For the reasons and based on an extensive
analysis of factors described below, a majority of the
Trustees of the Trust have determined, subject to
approval by the shareholders of the Fund, to enter
into a new investment advisory agreement (the "New
Agreement") between the Fund and SBGCM, a subsidiary
of Smith Barney Shearson. The Fund currently is
advised by Lehman Brothers Global Asset Management,
Ltd. ("LBGAM") under an agreement (the "Current
Agreement") that will terminate on March 21, 1994,
pursuant to notice duly given by the Board of Trustees
of the Trust. The New Agreement contains
substantially the same terms and conditions, including
the same advisory fee, found in the Current Agreement.
The New Agreement will commence on March 21, 1994, and
if approved by shareholders, will continue initially
for a two-year period and continue automatically for
successive annual periods thereafter; provided such
continuance is approved at least annually by (a) a
majority of the Board who are not interested persons
of the Trust (as the term is used in the Investment
Company Act of 1940, as amended (the "1940 Act")) and
(b) a majority of the full Board of Trustees or a
majority of the outstanding voting securities of the
Fund, as defined in the 1940 Act.
THE CURRENT ADVISER
The Fund is presently advised by LBGAM, an
adviser registered under the Investment Advisers Act
of 1940, as amended (the "Advisers Act"). LBGAM is
located at Two Broadgate, London, EC2M 7HA, United
Kingdom. LBGAM renders investment advice to
institutional clients (including other investment
companies) with total assets under management, as of
December 31, 1993, in excess of $8.1 billion. The
Current Agreement dated August 22, 1986, was last
approved by shareholders on August 11, 1987. During
the fiscal year ended July 31, 1993, the Fund paid
LBGAM $356,324 in investment advisory fees.
THE PROPOSED ADVISER
As of April 29, 1988, SBGCM commenced managing
portfolios of clients in the international securities
markets, particularly in the fixed income area. Prior
to April 29, 1988, international bond portfolio
management services were conducted through Smith
Barney, Harris Upham International, Inc., a London
based brokerage affiliate. In particular, SBGCM
offers three broad types of international bond
portfolio management: global; non-base currency (e.g.,
non-dollar, non-Franc, etc.); and international dollar
(i.e., Eurodollar and "Yankee") bonds.
As of June 17, 1991, pursuant to a sub-
investment advisory agreement with Smith, Barney
Advisers, Inc., SBGCM commenced managing a portfolio
of Smith Barney World Funds, Inc., an open-end
management investment company registered under the
1940 Act, which had aggregate assets as of December
31, 1993 in excess of $112,758,000. Under this sub-
investment advisory agreement, SBGCM provides
portfolio advice and assistance with respect to the
selection, acquisition, holding and disposal of
securities and receives compensation based on direct
and indirect costs it incurs in performing such
services.
An audited balance sheet of SBGCM as of December
31, 1992 is set forth as Exhibit A to this Proxy
Statement. In addition, an unaudited balance sheet of
SBGCM as of December 31, 1993, is set forth as Exhibit
B to this Proxy Statement. SBGCM has represented that
since December 31, 1993, there has been no material
adverse change in its financial condition.
The name, position with SBGCM and principal
occupation of each executive officer and director of
SBGCM are set forth in the following table. The
business address of SBGCM and each officer and
director is 10 Piccadilly, London, W1V 9LA United
Kingdom.
Name Position with SBGCM Principal Occupation
Jill B. Jordan Director Director, SBGCM
Bruce D. Sargent Chairman and Director; Director and
Senior
President Vice President of Smith Barney
Shearson
J. Paul Horne Director Director, SBGCM;
International Economist,
Smith Barney Shearson
Gabriel J. Irwin Director; Senior Vice Director,
Senior Vice President; and Compliance President
and Compliance
Director Director, SBGCM
Robert Druskin Director Director, Vice Chairman
and Chief Administrative
Officer of Smith Barney
Shearson
Jeffrey B. Lane Director Director and Vice
Chairman of Smith
Barney Shearson
A. George Saks Director; Secretary Executive
Vice President,
Secretary and General
Counsel, Smith Barney
Shearson
J. Simon Wells Director; Senior Vice Director and
Senior Vice
President President, SBGCM
EVALUATION BY THE BOARD AND REASONS FOR THE PROPOSAL
On January 20, 1994, a majority of the Trustees
of the Trust met in person at a meeting called for the
purpose of considering, among other things, the New
Agreement with SBGCM. They also considered, at that
time, continuation of the Fund's Current Agreement
with LBGAM and various other possible alternatives.
The Board reviewed various materials furnished by
Smith Barney Shearson and SBGCM as well as LBGAM. The
materials described, among other matters, SBGCM and
LBGAM and their affiliates, senior personnel,
portfolio managers, analysts, economists and others,
methods of operation, investment philosophies,
performance records and financial conditions.
Representatives of LBGAM and SBGCM met separately with
the Board to discuss in depth the written materials
and to respond to questions from the Board and its
independent counsel. The Board reviewed and
considered LBGAM's investment performance on behalf of
the Fund and the past investment performance of SBGCM
in managing portfolios of global bonds with objectives
and policies similar to those of the Fund. The Board
was informed that LBGAM would waive 50% of its
advisory fee under the Current Agreement for a period
of two years and that SBGCM would waive 50% of the
advisory fee provided in the New Agreement (which is
identical to the fee provided in the Current
Agreement) until such time as the Board and SBGCM
mutually agreed otherwise.
The Board of Trustees of the Trust determined to
terminate the Current Agreement with LBGAM and to
enter into the New Agreement. In so doing, a variety
or factors were evaluated. The Trustees determined
that management of the Fund could be enhanced by a
closer relationship between the Fund's officers and
its investment adviser. Mr. Heath B. McLendon is the
Fund's Chief Executive Officer, and, although he
previously worked closely with LBGAM, he now has a
close association with SBGCM and is involved directly
in the management of the Smith Barney Shearson-
distributed mutual funds. It was noted that LBGAM and
its affiliates are currently advising and sponsoring a
series of mutual funds that are being offered, and
will continue to be offered, to retail and other
investors through its own distribution network, and
that the availability of these LBGAM-advised funds
could be confusing to investors in the Fund and other
mutual funds sponsored by Smith Barney Shearson.
The Board reviewed the past performance records
of LBGAM and SBGCM over relevant periods of time as
well as the background and experience of the various
officers and managers employed by those companies.
The Board compared their past performance and
evaluated those records against various indices and
industry standards. The Board was satisfied that both
LBGAM and SBGCM could provide high quality advisory
and management services to the Fund.
The Board recognized that, currently, most
Shares of the Fund are sold under an arrangement
pursuant to which the Fund's distributor, Smith Barney
Shearson, advances the cost of distribution and seeks
to recover that cost through a combination of
contingent deferred sales charges and distribution
fees paid under a plan of distribution adopted
pursuant to Rule 12b-1 under the 1940 Act. Smith
Barney Shearson informed the Trustees that this method
of distribution, while preferred by investors, was
expensive to the distributor on a current basis and a
distributor would rarely agree to offer its services
under these circumstances to a fund to which it or its
affiliates did not serve as investment adviser. Prior
to July 30, 1993, Shearson Lehman Brothers Inc.,
served as the Fund's distributor and its affiliate,
LBGAM, served as the Fund's investment adviser. As of
that date, however, the retail brokerage and
investment advisory businesses (other than LBGAM) of
Shearson Lehman Brothers Inc. were transferred to
Smith Barney Shearson (known at the time as "Smith
Barney, Harris Upham & Co., Inc.") and Smith Barney
Shearson was selected by the Trustees to serve as the
Fund's distributor. Smith Barney Shearson is not
affiliated with LBGAM.
In addition, the Board considered whether SBGCM,
if serving as the Fund's investment adviser, could
facilitate the Fund's integration with other
components of the Smith Barney Shearson group of funds
and would enhance the support and services received by
the Fund's shareholders. The Board considered the
ability of Smith Barney Shearson to arrange
opportunities for Smith Barney Shearson Financial
Consultants to meet SBGCM portfolio mangers in person,
by telephone and otherwise to become familiar with the
management style, philosophy and investment outlook of
the Fund's investment adviser.
After carefully evaluating the foregoing
materials and factors, and after meeting in executive
session with independent counsel, the Trustees of the
Trust who were not interested persons of the Trust
approved, subject to shareholder approval, the New
Agreement with SBGCM containing substantially
identical terms and conditions to the Current
Agreement. The Board then reconvened and also
approved the New Agreement and recommended its
approval by the Fund's shareholders.
PORTFOLIO TRANSACTIONS
Decisions to buy and sell securities for the
Fund are made by the Fund's investment adviser,
subject to the overall review of the Board. Although
investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make also may be made by those other accounts. When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund.
Transactions on U.S. stock exchanges and many
foreign stock exchanges involve the payment of
negotiated brokerage commissions. On exchanges where
commissions are negotiated, the cost of transactions
may vary among different brokers. No stated
commission is generally applicable to securities
traded in U.S. over-the-counter markets, but the
prices of those securities include undisclosed
commissions or mark-ups. The cost of securities
purchased from underwriters includes an underwriting
commission or concession and the prices at which
securities are repurchased from and sold to dealers
include a dealer's mark-up or mark-down.
In selecting brokers or dealers to execute
portfolio transactions on behalf of the Fund, the
adviser seeks the best overall terms available. In
assessing the best overall terms available for any
transaction, the adviser will consider the factors it
deems relevant, including the breadth of the market in
the security, the price of the security, the financial
condition and execution capability of the broker or
dealer and the reasonableness of the commission, if
any, for the specific transaction and on a continuing
basis. In addition, the adviser is authorized, in
selecting brokers or dealers to execute a particular
transaction and in evaluating the best overall terms
available, to consider the brokerage and research
services (as those terms are defined in Section 28(e)
of the Securities and Exchange Act of 1934) provided
to the Fund and/or other accounts over which the
adviser or its affiliates exercises investment
discretion. The fees under the Fund's investment
advisory agreement are not reduced by reason of the
Fund's or the adviser's receiving brokerage and
research services. Research and investment services
are those which brokerage houses customarily provide
to institutional investors and include statistical and
economic data and research reports on particular
issues and industries. These services are used by the
adviser in connection with all of its investment
activities, and some of the services obtained in
connection with the execution of transactions for the
Fund may be used in managing other investment
accounts. Conversely, brokers furnishing these
services may be selected for the execution of
transactions for these other accounts, whose aggregate
assets may exceed those of the Fund, and the services
furnished by the brokers may be used by the adviser in
providing investment management for the Fund. The
Board of Trustees periodically will review the
commissions paid by the Fund to determine if the
commissions paid over representative periods of time
were reasonable in relation to the benefits inuring to
the Fund. Over-the-counter purchases and sales by the
Fund are transacted directly with principal market
makers except in those cases in which better prices
and executions may be obtained elsewhere.
To the extent consistent with applicable
provisions of the 1940 Act and the rules and
exemptions adopted by the Securities and Exchange
Commission (the "SEC") under the 1940 Act, subject to
the approval of the Board, transactions for the Fund
may be executed through Smith Barney Shearson and
other affiliated broker-dealers if, in the judgment of
the Fund's investment adviser, the use of an
affiliated broker-dealer is likely to result in price
and execution at least as favorable as those of other
qualified broker-dealers. Under rules adopted by the
SEC, Smith Barney Shearson may not directly execute
transactions for the Fund on the floor of any national
securities exchange unless: (i) the Board of Trustees
has expressly authorized Smith Barney Shearson to
effect such transactions; and (ii) Smith Barney
Shearson annually advises the Fund of the aggregate
compensation it earned on such transactions.
The Fund will not purchase any security,
including U.S. government securities, during the
existence of any underwriting or selling group
relating to the security of which Smith Barney
Shearson is a member, except to the extent permitted
by the SEC.
During the fiscal year ended July 31, 1993, the
Fund did not pay any brokerage commissions.
THE PROPOSED AGREEMENT
A copy of the form of New Agreement is set forth
as Exhibit C to this Proxy Statement. Under its
terms, SBGCM, subject to the supervision and approval
of the Board would manage the Fund's investments in
accordance with the investment objectives and policies
stated in the Fund's Prospectus and Statement of
Additional Information. As adviser, SBGCM would be
responsible for making investment decisions, supplying
investment research and portfolio management services
and placing orders to purchase and sell securities on
behalf of the Fund. SBGCM would receive a fee that is
computed daily and paid monthly at the annual rate of
.60% of the value of the Fund's average daily net
assets. However, SBGCM has agreed to waive 50% of its
investment advisory fees until such time as the Board
and SBGCM mutually agree otherwise. With the
exception of the identity of the investment adviser
and the commencement and termination dates, the
provisions of the New Agreement and the Current
Agreement with LBGAM are virtually identical.
Under the terms of the New Agreement, SBGCM
would bear all expenses in connection with its
performance. Other expenses incurred in the operation
of the Fund would continue to be borne by the Fund,
including: taxes, interest, brokerage fees and
commissions, if any; distribution and shareholder
service fees; fees of the Board members who are not
officers, directors, shareholders or employees of
Smith Barney Shearson, or any of its affiliates; SEC
fees and state blue sky qualification fees; charges of
custodian and transfer and dividend disbursing agents;
certain insurance premiums; outside auditing and legal
expenses; costs of investor services (including
allocable telephone and personnel expenses); costs of
preparation and printing of prospectuses and
statements of additional information for regulatory
purposes and for distribution to shareholders; costs
of preparation and printing of shareholders' reports;
costs incurred in connection with meetings of the
shareholders of the Fund and of the officers of the
Trust or Board and any extraordinary expenses.
If in any fiscal year the aggregate expenses of
the Fund (including fees pursuant to the New Agreement
(and the Fund's administration agreement) but
excluding distribution and shareholder service fees,
interest, taxes, brokerage and, if permitted by state
securities commissions, extraordinary expenses) exceed
the expense limitation of any state having
jurisdiction over the Fund, SBGCM will reduce its
advisory fee to the Fund for the excess expense to the
extent required by state law in the same proportion as
its advisory fee bears to the Fund's aggregate fees
for investment advice and administration. This
expense reimbursement, if any, will be estimated,
reconciled and paid on a monthly basis.
The New Agreement provides that in the absence
of willful misfeasance, bad faith, gross negligence or
reckless disregard for its obligations thereunder,
SBGCM shall not be liable for any act or omission in
the course of or in connection with the rendering of
its services thereunder.
REQUIRED VOTE
Approval of the New Agreement requires the
affirmative vote of a "majority of the outstanding
voting securities" of the Fund. The term "majority of
the outstanding voting securities" of the Fund, as
defined in the 1940 Act, means the affirmative vote of
the lesser of: (a) 67% of the voting securities of
the Fund present at the Special Meeting if more than
50% of the outstanding Shares are present in person or
by proxy at the Special Meeting; and (b) more than 50%
of the outstanding voting securities of the Fund.
If the New Agreement is not approved by the
shareholders of the Fund, SBGCM will serve as
investment adviser to the Fund for a period of time
pending approval of such agreement or a different
investment advisory agreement or other definitive
action by the shareholders, provided that the
compensation received by SBGCM during that period is
not greater than the amount that would have been
received under the Fund's agreement with LBGAM.
Proxies solicited by the Board for the Special
Meeting will not be voted for approval of the New
Agreement, or any other matter to be voted on by
shareholders unless: (a) (i) in the judgment of the
Board there has been no material adverse change in the
financial condition of SBGCM between the date of the
uncertified balance sheet and the most recently
completed quarter and (ii) the Fund shall have
received a certificate of the Chairman, the President
or a Senior Vice President of SBGCM, dated the day on
which such vote is to be taken, that, to the knowledge
of that officer, since the date of the most recently
completed quarter there has been no material adverse
change in the financial condition of SBGCM unless such
material adverse change has been disclosed to
shareholders in additional proxy solicitation
materials; or (b) the Fund shall have mailed to all
shareholders of record a certified balance sheet of
SBGCM and given the shareholders an opportunity to
revoke any proxies previously furnished.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Fund is not generally required to hold
annual or special meetings of the shareholders.
Shareholders wishing to submit proposals for inclusion
in a proxy statement for a subsequent shareholders'
meeting should send their written proposals to the
Secretary of the Fund, c/o The Boston Company
Advisors, Inc., Exchange Place, Boston, MA 02109.
SHAREHOLDERS' REQUEST FOR SPECIAL MEETING
Shareholders holding at least 10% of the Fund's
outstanding voting securities (as defined in the 1940
Act) may require the calling of a meeting of the
Fund's shareholders for the purpose of voting on the
removal of any Board member. Meetings of the Fund's
shareholders for any other purpose will also be called
by the Board when requested in writing by shareholders
holding at least 10% of the Shares then outstanding
or, if the Board members shall fail to call or give
notice of any meeting of shareholders for a period of
30 days after such application, shareholders holding
at least 10% of the Shares then outstanding may call
and give notice of such meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other
business at the Special Meeting other than as
described in this Proxy Statement, nor is the Board
aware that any shareholder intends to do so. If,
however, any other matters are properly brought before
the Special Meeting, the persons named in the
accompanying proxy card will vote thereon in
accordance with their judgment.
March 18, 1994
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING
ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN
THE PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE
PAID ENVELOPE.
EXHIBIT A
SMITH BARNEY GLOBAL CAPITAL
MANAGEMENT, INC.
(a wholly-owned subsidiary of
Smith Barney Inc.)
Financial Statements
as of December 31, 1992
and for the year then ended
A-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Smith Barney Global Capital Management, Inc.:
We have audited the accompanying statement of
financial condition of SMITH BARNEY GLOBAL CAPITAL
MANAGEMENT, INC. (a wholly-owned subsidiary of Smith
Barney Inc.) as of December 31, 1992, and the related
statements of operations, stockholder's equity and
cash flows for the year then ended. These financial
statements are the responsibility of the Company's
management. Our responsibility is to express an
opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principals used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audit provides a
reasonable basis of our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Smith Barney Global Capital
Management, Inc as of December 31, 1992 and the
results of its operations and cash flows for the year
then ended, in conformity with generally accepted
accounting principles.
/s/ Coopers & Lybrand
Coopers & Lybrand
New York, New York
March 1, 1993.
A-2
SMITH BARNEY GLOBAL CAPITAL MANAGEMENT, INC
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1992
ASSETS:
Cash
$835,910
Furniture, fixtures and leasehold
improvements,
net of accumulated depreciation
and
amortization of $111,909
72,879
Receivable from affiliate
13,330
Organization costs, net of
amortization
of $11,662
1,919
$ 924,038
LIABILITIES AND STOCKHOLDER'S EQUITY:
Payable to affiliate
$172,155
Accounts payable and accrued
liabilities
12,000
184,155
Stockholder's equity:
Capital stock, par value $1.00;
3,000 shares
authorized, 1,000 shares
issued and
outstanding
1,000
Additional paid-in capital
1,335,676
Accumulated deficit
(564,920)
Cumulative translation adjustment
(31,873)
739,883
$ 924,038
The accompanying notes are an integral
part of these financial statements.
A-3
SMITH BARNEY GLOBAL CAPITAL MANAGEMENT, INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1992
Revenues:
Investment advisory fees
$1,344,376
Interest
1,668
1,346,044
Expenses:
Employee compensation and
benefits
871,480
Communications, occupancy
and equipment
398,693
Other operating and
administrative expenses
228,774
1,498,947
Loss before income tax
benefit
152,903
Income tax benefit
52,795)
Net loss
$ 100,108
The accompanying notes are an integral
part of these financial statements.
A-4
SMITH BARNEY GLOBAL CAPITAL MANAGEMENT, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1992
______________________
Cash flows form operating
activities:
Net loss
$
(100,108)
Adjustments to reconcile net
loss to net
cash used in operations:
Depreciation and
amortization
39,244
Decrease in payable to
affiliates, net
(183,563)
Decrease in accounts
payable and accrued
liabilities
(2,316)
Total adjustments
(146,635)
Cash used in operating
activities
(246,743)
Cash flows from investing
activities:
Purchases of furniture, fixtures
and
leasehold improvements
(67,535)
Cash used in investing
activities
(67,535)
Effect of exchange rate changes
on cash
(5,993)
Net change in cash
(320,271)
Cash at beginning of the year
1,156,181
Cash at end of the year
$
835,910
The accompanying notes are an integral
part of these financial statements.
A-5
NOTES TO FINANCIAL STATEMENTS
__________
1. Accounting Policies:
Smith Barney Global Capital Management, Inc.
(the "Company"), incorporated in the state of
Delaware, is a wholly-owned subsidiary of Smith Barney
Inc. ("SBI"). The Company is an investment advisor
registered with the Securities and Exchange Commission
in the United States and with the Investment
Management Regulatory Organization Limited ("IMRO") in
the United Kingdom. The Company conducts it
operations primarily in the United Kingdom.
Current rates of exchange are used in
translating foreign-denominated assets and liabilities
into U.S. dollars. Average rates of exchange are used
in translating income and expense items into U.S.
dollars, and translation adjustments are generally
reflected as a separate component of stockholder's
equity. Gains and losses from translating
intercompany balances, for which settlement is
anticipated in the foreseeable future, are reflected
in the results of operations.
Furniture and fixtures are depreciated using an
accelerated method based on estimated economic lives
ranging from five to seven years. Leasehold
improvements are amortized over the lesser of the
useful lives or the remaining term of the lease.
Investment advisory fee income is accrued when
earned and organization costs are amortized over sixty
months.
2. Commitments:
In the normal course of business the Company
enters into forward currency contracts on behalf of
its customers in order to facilitate the settlement
process and hedge customers' open securities position.
The Company is exposed to risk of loss from the
inability of customers to settle their forward
currency commitments. Customers ultimately bear the
risk of loss unless the failure to settle is
attributable to the Company. In management's opinion,
commitments outstanding will settle without a material
adverse effect on the financial position of the
Company.
A-
3. Income Taxes:
Under an income tax allocation arrangement with
SBI and its ultimate parent Primerica Corporation
("Primerica"), the Company's income taxes are
recognized on a separate return basis subject to their
utilization in Primerica's consolidated income tax
returns.
Income taxes have been provided in accordance
with the provisions of Financial Accounting Standards
Board Statement No. 109 (FAS 109) "Accounting for
Income Taxes", which has been adopted effective
January 1, 1992. The adoption of this new accounting
standard has no impact to the Company's financial
condition.
4. Related Party Transactions:
Smith Barney Harris Upham Europe Ltd. ("SBHUE"),
an affiliate, acts as paying agent for certain
expenses incurred by the Company. In the year ended
December 31, 1992 these costs amounted to $827,573.
At December 31, 1992, the Company has a receivable
from SBHUE of $13,330.
Cash includes a balance of $798,976 held in a
non-interest bearing securities brokerage account
maintained by Smith Barney, Harris Upham & Co.
Incorporated ("SBHU"), an affiliate. Payable to
affiliate represents expenses paid on behalf of the
Company by SBHU net of tax benefits and accrued fees
receivable for which SBHU acts as collection agent.
5. Pension Plan:
The Company's employees participate in
individual defined contribution benefit plans. For
the year ended December 31, 1992, pension costs were
$9,738.
6. Financial Resources Requirement:
The Company is a member of and is subject to
regulation by IMRO, a United Kingdom regulatory
authority. IMRO has established certain financial
resources requirements which must be maintained by its
members. Under these requirements, as defined, the
Company has financial resources of $651,755 which are
$427,609 in excess of the required minimum amount.
A-7
SMITH BARNEY GLOBAL CAPITAL MANAGEMENT, INC.
STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1992
_________
Capital
Stock
Addition
al
Paid-in
Capital
Accumulat
ed
Deficit
Cumulativ
e
Translati
on
Adjustmen
t
Total
Balance,
December 31,
1991
$1,000
$1,335,6
76
($464,812
)
($14,289)
$857,5
75
Translation
adjustment
(17,584)
(17,58
4)
Net loss
________
_
________
__
(100,108)
_________
(100,1
08)
Balance,
December 31,
1992
$1,000
$1,335,6
76
$(564,920
)
($31,873)
$739,8
83
The accompanying notes are an integral
part of these financial statements.
A-8
EXHIBIT B
SMITH BARNEY GLOBAL CAPITAL MANAGEMENT, INC.
STATEMENT OF FINANCIAL CONDITION
December 31, 1993
- -UNAUDITED-
ASSETS:
Cash
$
950,537
Furniture, fixtures and leasehold
improvements,
net of accumlated depreciation
and
amortization of $140,630
120,547
$
1,071,084
LIABILITIES AND STOCKHOLDER'S EQUITY:
Payable to affiliate
$
165,595
Accounts payable and accrued liabilities
11,687
176,282
Stockholder's equity:
Capital stock, par value $1.00;
3,000 shares
authorized, 1,000 shares
issued and outstanding
1,000
Additional paid-in capital
1,335,676
Accumulated deficit
(410,808)
Cumulative translation
adjustment
(31,066)
894,802
$
1,071,084
The accompanying notes are an integral
part of these financial statements.
B-1
NOTES TO FINANCIAL STATEMENTS
- -UNAUDITED-
1. Accounting Policies:
Smith Barney Global Capital Management, Inc.
(the "Company"), incorporated in the state of
Delaware, is a wholly-owned subsidiary of Smith Barney
Inc. ("the Parent"). The Parent is a wholly-owned
subsidiary of Smith Barney Shearson Holdings Inc.
("SBSH") formally Smith Barney Holdings Inc. (a
subsidiary of The Travelers Inc., formerly Primerica
Corporation). On July 31, 1993, Smith Barney, Harris
Upham & Co. Inc. ("SBHU"), an affiliate of the
Company, and The Travelers Inc. acquired the domestic
retail brokerage and asset management businesses of
Shearson Lehman Brothers Inc. ("the acquired
businesses"). The acquired businesses were combined
with the operations of SBHU and the resulting firm has
been named Smith Barney Shearson Inc. ("SBSI"). The
Company is an investment advisor registered with the
Securities and Exchange Commission in the United
States and with the Investment Management Regulatory
Organization Limited ("IMRO") in the United Kingdom.
The Company conducts its operations primarily in the
United Kingdom.
Current rates of exchange are used in
translating foreign-denominated assets and liabilities
into U.S. dollars. Average rates of exchange are used
in translating income and expense items into U.S.
dollars, and translation adjustments are generally
reflected as a separate component of stockholder's
equity. Gains and losses from translating
intercompany balances, for which settlement is
anticipated in the foreseeable future, are reflected
in the results of operations.
Furniture and fixtures are depreciated using a
straight line or an accelerated method based on
estimated economic lives ranging from five to seven
years. Leasehold improvements are amortized over the
lesser of the useful lives or the remaining term of
the lease.
Investment advisory fee income is accrued
when earned.
B-2
2. Commitments:
In the normal course of business the
Company enters into forward currency contracts on
behalf of its customers in order to facilitate the
settlement process and hedge customers' open
securities positions. The Company is exposed to risk
of loss from the inability of customers to settle
their forward currency commitments. Customers
ultimately bear the risk of loss unless the failure to
settle is attributable to the Company. In
management's opinion, commitments outstanding will
settle without a material adverse effect on the
financial position of the Company.
3. Income Taxes:
Under an income tax allocation agreement with SBSH and
The Travelers Inc., the Company's Federal, State and
Local income taxes are provided on a separate return
basis, without regard to timing items, and are subject
to the utilization of tax attributes in The Travelers
Inc. consolidated income tax provision. Under the tax
sharing agreement, the Company remits taxes to SBSH.
4. Related Party Transactions:
Smith Barney Shearson Europe Ltd. ("SBSE"), an
affiliate, acts as paying agent for certain expenses
incurred by the Company.
Cash includes a balance of $916,976 held in a non-
interest bearing securities brokerage account
maintained by SBSI. Payable to affiliate represents
expenses paid on behalf of the Company by SBSI net of
tax benefits and accrued fees receivable for which
SBSI acts as collection agent.
5. Pension Plan:
The Company's employees participate in
individual defined contribution benefit plans.
B-3
6. Financial Resources Requirements:
The Company is a member of and is subject to
regulation by IMRO, a United Kingdom regulatory
authority. IMRO has established certain financial
resources requirements which must be maintained by its
members. Under these requirements, as defined, the
Company has financial resources of $774,255 which are
$332,888 in excess of the required minimum amount.
B-4
EXHIBIT C
ADVISORY AGREEMENT
SMITH BARNEY SHEARSON INCOME FUNDS
(Smith Barney Shearson Global Bond Fund)
[March 21, 1994]
Smith Barney Global Capital Management, Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
Smith Barney Shearson Income Funds (the "Fund"),
a trust organized under the laws of the Commonwealth
of Massachusetts, confirms its agreement between Smith
Barney Shearson Global Bond Fund and Smith Barney
Global Capital Management, Inc. (the "Adviser"), as
follows:
1. Investment Description; Appointment
The Fund desires to employ its capital, relating
to its Smith Barney Shearson Global Bond Fund, by
investing and reinvesting in investments of the kind
and in accordance with the investment objective(s),
policies and limitations specified in its Master Trust
Agreement, as amended from time to time (the "Master
Trust Agreement"), in the prospectus (the
"Prospectus") and the statement of additional
information (the "Statement") filed with the
Securities and Exchange Commission as part of the
Fund's Registration Statement on Form N-1A, as amended
from time to time, and in the manner and to the extent
as may from time to time be approved by the Board of
Trustees of the Fund (the "Board"). Copies of the
Prospectus, the Statement and the Master Trust
Agreement have been or will be submitted to the
Adviser. The Fund agrees to provide copies of all
amendments to the Prospectus, the Statement and the
Master Trust Agreement to the Adviser on an on-going
basis. The Fund desires to employ and hereby appoints
the Adviser to act as the investment adviser to the
Fund. The Adviser accepts the appointment and agrees
to furnish the services for the compensation set forth
below.
C-1
2. Services as Investment Adviser
Subject to the supervision, direction and
approval of the Board of the Fund, the Adviser will:
(a) manage the Fund's holdings in accordance with the
Fund's investment objective(s) and policies as stated
in the Master Trust Agreement, the Prospectus and the
Statement; (b) make investment decisions for the Fund;
(c) place purchase and sale orders for portfolio
transactions for the Fund; and (d) employ professional
portfolio managers and securities analysts who provide
research services to the Fund. In providing those
services, the Adviser will conduct a continual program
of investment, evaluation and, if appropriate, sale
and reinvestment of the Fund's assets.
3. Brokerage
In selecting brokers or dealers to execute
transactions on behalf of the Fund, the Adviser will
seek the best overall terms available. In assessing
the best overall terms available for any transaction,
the Adviser will consider factors it deems relevant,
including, but not limited to, the breadth of the
market in the security, the price of the security, the
financial condition and execution capability of the
broker or dealer and the reasonableness of the
commission, if any, for the specific transaction and
on a continuing basis. In selecting brokers or
dealers to execute a particular transaction, and in
evaluating the best overall terms available, the
Adviser is authorized to consider the brokerage and
research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934),
provided to the Fund and/or other accounts over which
the Adviser or its affiliates exercise investment
discretion.
4. Information Provided to the Fund
The Adviser will keep the Fund informed of
developments materially affecting the Fund's holdings,
and will, on its own initiative, furnish the Fund from
time to time with whatever information the Adviser
believes is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in
rendering the services listed in paragraphs 2 and 3
above. The Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered
by the Fund in connection with the matters to which
this Agreement relates, provided that nothing in this
Agreement shall be deemed to protect or purport to
protect the Adviser against any liability to the Fund
or to its shareholders to which the
C-2
Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or by reason
of the Adviser's reckless disregard of its obligations
and duties under this Agreement.
6. Compensation
In consideration of the services rendered
pursuant to this Agreement, the Fund will pay the
Adviser on the first business day of each month a fee
for the previous month at the annual rate of .60 of
1.00% of the Fund's average daily net assets. The fee
for the period from the Effective Date (defined below)
of the Agreement to the end of the month during which
the Effective Date occurs shall be prorated according
to the proportion that such period bears to the full
monthly period. Upon any termination of this
Agreement before the end of a month, the fee for such
part of that month shall be prorated according to the
proportion that such period bears to the full monthly
period and shall be payable upon the date of
termination of this Agreement. For the purpose of
determining fees payable to the Adviser, the value of
the Fund's net assets shall be computed at the times
and in the manner specified in the Prospectus and/or
the Statement.
7. Expenses
The Adviser will bear all expenses in connection
with the performance of its services under this
Agreement. The Fund will bear certain other expenses
to be incurred in its operation, including, but not
limited to, investment advisory and administration
fees; fees for necessary professional and brokerage
services; fees for any pricing service; the costs of
regulatory compliance; and costs associated with
maintaining the Fund's legal existence and shareholder
relations.
8. Reduction of Fee
If in any fiscal year the aggregate expenses of
the Fund (including fees pursuant to this Agreement
and the Fund's administration agreements, but
excluding interest, taxes, brokerage and extraordinary
expenses) exceed the expense limitation of any state
having jurisdiction over the Fund, the Adviser will
reduce its fee to the Fund by the proportion of such
excess expense equal to the proportion that its fee
thereunder bears to the aggregate of fees paid by the
Fund for investment advice and administration in that
year, to the extent required by state law. A fee
reduction pursuant to this paragraph 8, if any, will
be estimated, reconciled and paid on a monthly basis.
C-3
9. Services to Other Companies or Accounts
The Fund understands that the Adviser now acts,
will continue to act and may act in the future as
investment adviser to fiduciary and other managed
accounts, and as investment adviser to other
investment companies, and the Fund has no objection to
the Adviser's so acting, provided that whenever the
Fund and one or more other investment companies
advised by the Adviser have available funds for
investment, investments suitable and appropriate for
each will be allocated in accordance with a formula
believed to be equitable to each company. The Fund
recognizes that in some cases this procedure may
adversely affect the size of the position obtainable
for the Fund. In addition, the Fund understands that
the persons employed by the Adviser to assist in the
performance of the Adviser's duties under this
Agreement will not devote their full time to such
service and nothing contained in this Agreement shall
be deemed to limit or restrict the right of the
Adviser or any affiliate of the Adviser to engage in
and devote time and attention to other businesses or
to render services of whatever kind or nature.
10. Term of Agreement
This Agreement shall become effective as of
March 21, 1994, (the "Effective Date") and shall
continue for an initial two-year term and shall
continue thereafter so long as such continuance is
specifically approved at least annually by (i) the
Board of the Fund or (ii) a vote of a "majority" (as
that term is defined in the Investment Fund Act of
1940, as amended (the "1940 Act")) of the Fund's
outstanding voting securities, provided that in either
event the continuance is also approved by a majority
of the Board who are not "interested persons" (as
defined in the 1940 Act) of any party to this
Agreement, by vote cast in person at a meeting called
for the purpose of voting on such approval. This
Agreement is terminable, without penalty, on 60 days'
written notice, by the Board of the Fund or by vote of
holders of a majority of the Fund's shares, or upon 90
days' written notice, by the Adviser. This Agreement
will also terminate automatically in the event of its
assignment (as defined in the 1940 Act and the rules
thereunder).
11. Representation by the Fund
The Fund represents that a copy of the Master
Trust Agreement is on file with the Secretary of The
Commonwealth of Massachusetts.
C-4
12. Limitation of Liability
The Fund and the Adviser agree that the
obligations of the Fund under this Agreement shall not
be binding upon any of the members of the Board,
shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Fund,
individually, but are binding only upon the assets and
property of the Fund, as provided in the Master Trust
Agreement. The execution and delivery of this
Agreement have been authorized by the Board and a
majority of the holders of the Fund's outstanding
voting securities, and signed by an authorized officer
of the Fund, acting as such, and neither such
authorization by such members of the Board and
shareholders nor such execution and delivery by such
officer shall be deemed to have been made by any of
them individually or to impose any liability on any of
them personally, but shall bind only the assets and
property of the Fund as provided in the Master Trust
Agreement.
If the foregoing is in accordance with your
understanding, kindly indicate your acceptance of this
Agreement by signing and returning the enclosed copy
of this Agreement.
Very truly yours,
SMITH BARNEY SHEARSON
INCOME FUNDS
By:______________________
Name:
Title:
Accepted:
SMITH BARNEY GLOBAL CAPITAL MANAGEMENT, INC.
By:______________________
Name:
Title:
C-5
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
Please indicate your vote by an "X" in the appropriate
box below.
This proxy, if properly executed, will be voted in the
manner directed by the undersigned shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL.
Please refer to the Proxy Statement for a discussion
of the Proposal.
1. To approve or disapprove a new investment
advisory FOR * AGAINST *
ABSTAIN *
agreement between Smith Barney Shearson Income
Funds, on behalf of its subtrust, Smith Barney
Shearson Global Bond Fund (the "Fund"), and Smith
Barney Global Capital Management, Inc., containing
substantially the same terms and conditions as the
Fund's current investment advisory agreement
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
SMITH BARNEY SHEARSON GLOBAL BOND FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of Smith Barney
Shearson Global Bond Fund ("the Fund"), a series of
Smith Barney Shearson Income Funds, a Massachusetts
business trust, hereby appoints Heath B. McLendon,
Richard P. Roelofs, Francis J. McNamara, III and Lee
D. Augsburger attorney and proxies for the undersigned
with full powers of substitution and revocation, to
represent the undersigned and to vote on behalf of the
undersigned all shares of the Fund that the
undersigned is entitled to vote at the Special Meeting
of Shareholders of the Fund to be held at the offices
of the Fund, Two World Trade Center, New York, New
York, on April 29, 1994 at 2:30 p.m. and any
adjournment or adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Special
Meeting and Proxy Statement dated March 18, 1994 and
hereby instructs said attorney 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 Special
Meeting. A majority of the proxies present and acting
at the Special Meeting in person or by substitute (or,
if only one shall be so present, then that one,) shall
have and may exercise all the power and authority of
said proxies hereunder. The undersigned hereby
revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
NOTE: Please sign exactly as your name
appears on this
Proxy. If joint owners, EITHER may sign
this Proxy.
When signing as attorney, executor,
administrator,
trustee, guardian or corporate officer,
please give your
full title.
DATE:
_________________________________________
_______________________________________________
_______________________________________________
Signature(s) (Title(s), if
applicable)
shared\domestic\clients\shearson\boards\inc_eq.\proxy3.doc
shared\domestic\clients\shearson\funds\slip\glos\prxycrd.doc
