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:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The Italy Fund Inc.
(Name of Registrant as Specified in its Charter)
Robert Nelson
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which the transaction
applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
THE ITALY FUND INC.
388 GREENWICHSTREET
NEW YORK, NEW YORK 10013
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------------
TO BE HELD ON MAY 14, 1997
--------------------------
To the Shareholders of The Italy Fund Inc.:
The Annual Meeting of Shareholders of THE ITALY FUND INC. (the "Fund") will
be held at the Fund's offices at 388 Greenwich Street, New York, New York, 26th
Floor, on May 14, 1997 at 11:00 A.M. (New York Time) for the following purposes:
1. To elect two directors, each to hold office for the term indicated and
until his successor shall have been elected and qualified;
2. To consider and act upon the ratification of the selection of KPMG Peat
Marwick LLP as the independent auditors of the Fund;
3. To approve or disapprove the changing of the Fund's sub-classification
from a diversified to a non-diversified investment company under the Investment
Company Act of 1940, as amended; and
4. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Proposals 1, 2 and 3 are discussed in greater detail in the attached Proxy
Statement. The Board of Directors has fixed the close of business on March 26,
1997 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the meeting and any adjournments thereof.
By Order of the Board of Directors
Christina T. Sydor
Secretary
New York, New York
April 7, 1997
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY
PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE PROVIDED FOR YOUR
CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<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
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
Custodian 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
<PAGE>
THE ITALY FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
------------------------------
PROXY STATEMENT
------------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 1997
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of The Italy Fund Inc. (the "Fund") of
proxies to be voted at the Annual Meeting of Shareholders (the "Meeting") of the
Fund to be held at the Fund's principal executive offices at 388 Greenwich
Street, 26th Floor, New York, New York 10013, on May 14, 1997 at 11:00 A.M. (New
York Time), and at any adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders.
The cost of soliciting proxies will be borne by the Fund. Proxy
solicitations will be made primarily by mail. In addition, certain officers,
directors and employees of the Fund; Smith Barney Mutual Funds Management Inc.
("SBMFM" or the "Manager"), the Fund's investment manager; Smith Barney Inc.
("Smith Barney"), an affiliate of SBMFM; and/or First Data Investor Services
Group, Inc. ("First Data"), the Fund's transfer agent, may solicit proxies in
person or by telephone, telegraph, or mail. Smith Barney and SBMFM are each
located at 388 Greenwich Street, New York, New York 10013; First Data is located
at 53 State Street, Boston, Massachusetts 02109.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended January 31, 1997, has previously been furnished to all
shareholders of the Fund. This proxy statement and form of proxy are first being
mailed to shareholders on or about April 7, 1997. The Fund will provide,
without charge, additional copies of the annual report to any shareholder
upon request by calling the Fund at 1-800-224-7523.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals. For purposes
of determining the presence of a quorum for transacting business at the Meeting,
abstentions and bro-
<PAGE>
ker "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 no impact on the requisite approval of Proposals 1
and 2. Proposal 1 requires for approval the affirmative vote of a
plurality of the votes cast at the Meeting with a quorum present,
in person or by proxy by the
shareholders of the Fund voting on the matter. Proposal 2 requires for
approval the affirmative vote of a majority of the votes cast at the
Meeting with a quorum present, in person or by proxy by the shareholders
of the Fund voting on the matter.
Proposal 3 requires for approval the affirmative vote of a "majority of the
outstanding voting securities" of the Fund, which, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), means the affirmative
vote of the lesser of (a) more than 50% of the outstanding shares of the
Fund or (b) 67% or more of such shares present at a meeting if more than
50% of the outstanding shares of the Fund are represented at the meeting in
person or by proxy. With respect to Proposal 3, therefore, abstentions and
broker "non-votes" will have the effect of "no" votes for the purposes of
abtaining the requisite approval of the proposal. Any proxy may be revoked
at any time prior to the exercise thereof by submitting another proxy
bearing a later date or by giving
written notice to the Secretary of the Fund at the Fund's address
indicated above or by voting in person at the Meeting.
The Board knows of no business other than that specifically mentioned in
the Notice of Meeting which will be presented for consideration at the Meeting.
If any other matters are properly presented, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best judgment.
The Board of Directors of the Fund has fixed the close of business on March
26, 1997 as the record date (the "Record Date") for the determination of
shareholders of the Fund entitled to notice of, and to vote, at the
Meeting or any adjournment thereof. Shareholders of the Fund on that date
will be entitled to one vote on each matter for each share held and a
fractional vote with respect to fractional shares with no cumulative voting
rights. At the close of business on March 26, 1997, the Fund had outstanding
9,503,089.000 shares of Common Stock, par value $0.01 per share, the only
authorized class of stock, of which 9,324,899.000
(or 98.12%) were held in accounts, but not beneficially owned by Cede & Co.,
P.O. Box 20, Bowling Green Station, New York, New York 10004. At the close of
business on March 26, 1997, no other person (including any "group" as that term
is used in Section 13(d) of the Securities Exchange Act of 1934
(the "1934 Act"))to the knowledge of the Board of Directors of the Fund,
owned beneficially more than 5% of the outstanding shares of the Fund. As
of the Record Date, the officers and Board members of the Fund beneficially
owned less than 1% of the outstanding shares of the Fund.
Since the begining of the Fund's most recent fiscal year
(February 1, 1996), to the knowledge of the Fund, no shares of Smith Barney
or its ultimate parent corporation, Travelers Group Inc. ("Travelers"),
were bought or sold by Board members of the Fund (as that term is used in
the 1940 Act).
2
<PAGE>
In the event that a quorum is not present at the Meeting or in the event
that a quorum is present, but sufficient votes in favor of the proposals set
forth in the Notice of Meeting and this Proxy Statement are not received by the
time scheduled for the Meeting, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies with
respect to any such proposals. In determining whether to adjourn the Meeting,
the following factors may be considered: the nature of the proposals that are
the subject of the Meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any such adjournment will require the
affirmative vote of a majority of the shares present at the Meeting in person or
by proxy. If a quorum is present, the persons named as proxies will vote in
favor of such adjournment those shares which they are entitled to vote and which
have voted in favor of such proposals.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Fund is classified into three classes. The
directors serving in Class II have terms expiring at the Meeting; each Class II
director currently serving on the Board has been nominated by the Board of
Directors for re-election at the Meeting to serve until the year 2000
Annual Meeting of Shareholders or until their successors have been duly
elected and qualified.
The Board of Directors of the Fund knows of no reason why any of the Class
II nominees listed below will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute nominees
as the Board of Directors may recommend.
Certain information concerning the nominees is set forth below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Each Director affiliated with the Manager
and considered an "interested person" as defined in the 1940 Act is
indicated by an asterisk(*).
3
<PAGE>
Persons Nominated for Election as Directors
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, owned+ as of
Name Other Directorships, and Age March 26, 1997
---- ---------------------------- --------------
Paolo M. Cucchi Dean of College of Liberal Arts [500
Director since 1992(II) at Drew University; Director of (less than 1%)]
two investment companies
associated with Smith Barney;
55.
Mario d'Urso [Under Secretary of State of the --
Director since 1995(II) Ministry of Commerce with the
Exterior for Italy; formerly,
Advisory Director of Shearson
Lehman Brothers; formerly
Managing Director of Shearson
Lehman Brothers]; 57.
The remainder of the Board constitutes the Class III and Class I directors (as
indicated by the Number III or I), none of whom will stand for election at the
Meeting, as their terms will expire in 1998 and 1999, respectively.
Directors Continuing in Office
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, owned+ as of
Name Other Directorships, and Age March 26, 1997
---- ---------------------------- --------------
Alessandro Retired; Director of two
di Montezemolo investment companies associated
Director since 1986(III) with Smith Barney and a Director --
of OffitBank; formerly Chairman
of the Board of Marsh &
MacLennan; 78.
*Heath B. McLendon Managing Director of Smith 9,253(a)
Director since 1986(III) Barney; Director of forty-two (less than 1%)
investment companies associated
with Smith Barney; Chairman of
the Board of Smith Barney
Strategy Advisers Inc.;
President of SBMFM. Prior to
July 1993, Senior Executive Vice
President of Shearson Lehman
Brothers Inc.; Vice Chairman
of Shearson Asset management; 63.
Dr. Paul Hardin Interim President of University [511.355
Director since 1986(I) of Alabama at Birmingham; (less than 1%)]
Professor of Law at the
University of North Carolina at
Chapel Hill; Director of twelve
investment companies associated
with Smith Barney and a Director
of The Summit Bancorporation.
Formerly, Chancellor of the
University of North Carolina at
Chapel Hill; 65.
4
<PAGE>
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, owned+ as of
Name Other Directorships, and Age March 26, 1997
---- ---------------------------- --------------
Directors Continuing in Office (cont'd)
George M. Pavia Senior Partner, Pavia & --
Director since 1991(I) Harcourt, Attorneys; Director of
two investment companies
associated with Smith Barney;
69.
- ----------
+ For this purpose, "beneficial ownership" is defined under Section 13(d) of
the 1934 Act. The information as to beneficial ownership is based upon
information furnished to the Fund by the Directors.
(a) Represents shares held by the Director and his family.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the 1934 Act requires the Fund's officers and directors,
and persons who beneficially own more than ten percent of a registered class of
the Fund's Common Stock, to file reports of ownership with the Securities and
Exchange Commission, the New York Stock Exchange, Inc. and the Fund. Based
solely upon its review of the copies of such forms received by it and written
representations from certain of such persons, the Fund believes that during its
fiscal year ended January 31, 1997, all filing requirements applicable to such
persons were complied with.
The names of the principal officers of the Fund, with the exception of Mr.
d'Urso and Mr. McLendon, are listed in the table below together with certain
additional information. Mr. d'Urso was elected President of the Fund in 1986.
Mr. McLendon was first elected Chairman of the Board and Investment Officer in
1986. Each officer of the Fund holds such office until a successor has been
elected by the Board of Directors.
Principal Occupations and Other
Position Affiliations During the
Name (year first elected) Past Five Years, and Age
- ---- -------------------- ------------------------
Lewis E. Daidone Senior Vice President Managing Director of Smith
and Treasurer (1994) Barney Inc.; Chief
Financial Officer of each
of the Smith Barney Mutual
Funds; Director and Senior
Vice President of SBMFM;
39.
Rein van der Does Investment Managing Director of Smith
Officer (1996) Barney Inc.; Vice President
of Fenimore International
Management Corporation; 57.
Christina T. Sydor Secretary (1994) Managing Director of Smith
Barney Inc.; General
Counsel and Secretary of
SBMFM; 46.
The principal business address of Mr. McLendon, Ms. Sydor, Mr. van der Does
and Mr. Daidone is 388 Greenwich Street, New York, New York 10013. The principal
business address of Mr. d'Urso is 4/A Viale di Grazioli, Rome, Italy. None of
the
5
<PAGE>
executive officers of the Fund, with the exception of Mr. McLendon, as noted
above, owns any shares of the Fund.
No officer, director or employee of the Fund's investment adviser and
administrator receives any compensation from the Fund for serving as an officer
or director of the Fund. The Fund pays each Director who is not a director,
officer or employee of the Fund's investment adviser and administrator a fee of
$7,500 per year plus $750 per in-person meeting and $100 per telephonic meeting.
All directors are reimbursed for actual out-of-pocket expenses relating to their
attendance at meetings. The aggregate compensation paid by the Fund to such
Directors and members of the Advisory Board during the fiscal year ended January
31, 1997 amounted to $129,970.
The following table shows the compensation paid by the Fund to each
director during the Fund's last fiscal year.
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Total
Pension or Compensation Number of
Retirement from Fund Funds for
Aggregate Benefits Accrued and Fund Which Director
Compensation as part of Complex Serves Within
Name of Person from Fund Fund Expenses Paid to Directors Fund Complex
- -------------- --------- ------------- ----------------- ------------
Paolo M. Cucchi $10,500 $0 $17,600 2
Allesandro
di Montezemolo 10,500 0 17,600 2
Mario d'Urso 8,250 0 8,250 1
Dr. Paul Hardin 9,750 0 73,950 12
Heath B. McLendon* 0 0 0 42
George M. Pavia 10,500 0 17,600 2
</TABLE>
- ----------
* Designates an "interested director."
During the fiscal year ended January 31, 1997, four meetings of the Board
of Directors of the Fund were held, all of which were regular. In the last
fiscal year no Director attended less than 75% of the meetings of the Board that
were held. The Fund's Audit Committee is comprised of those Directors who are
not "interested persons" of the Fund as defined in the 1940 Act ("Independent
Directors"). The Audit Committee is responsible for recommending the selection
of the Fund's independent accountants and reviewing all audit as well as
nonaudit accounting services performed for the Fund. During the fiscal year
ended January 31, 1997, the Audit Committee met once. All of the members of the
Audit Committee attended the meeting.
Required Vote
Election of each of the listed nominees for Director requires the
affirmative vote of a plurality of the votes cast at the Meeting in person or by
proxy.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES TO THE
BOARD.
6
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP ("KPMG") has been selected as the independent
auditors to audit the accounts of the Fund for and during the fiscal year ending
January 31, 1998 by a majority of the Independent Directors by a vote cast in
person at a meeting held on February 12, 1997, subject to ratification by
the shareholders at the Meeting (the entire Board concurred in the
selection). KPMG also serves as the
independent auditors for the Manager, other investment companies
associated with Smith Barney and for the Manager's ultimate parent
corporation, Travelers. KPMG has no direct or material indirect financial
interest in the Fund, the Manager, Travelers or any
other investment company sponsored by Smith Barney or its affiliates.
If the Fund receives a written request from any shareholder at least five
days prior to the Meeting stating that the shareholder will be present in person
at the Meeting and desires to ask questions of the auditors concerning the
Fund's financial statements, the Fund will arrange to have a representative of
KPMG present at the Meeting who will respond to appropriate questions and have
an opportunity to make a statement.
Required Vote
The affirmative vote of a majority of the votes cast at the Meeting in
person or by proxy is required to ratify the selection of KPMG.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE SELECTION OF
KPMG.
PROPOSAL NO. 3
CHANGE OF SUBCLASSIFICATION UNDER THE
INVESTMENT COMPANY ACT OF 1940
At present, the Fund is subject to portfolio diversification requirements
applicable to regulated investment companies under the U.S. Internal Revenue
Code of 1986, as amended (the "Code"), and by the Fund's present
subclassification under the 1940 Act as a diversified investment company.
SBMFM, the Fund's investment manager, has found the diversification
requirements of the 1940 Act to be the more constraining of the two
diversification requirements discussed below to which the Fund is
presently subject. SBMFM and the Fund's Board of
Directors believe that the Fund's investment performance could benefit if
the Fund changed its subclassification under the 1940 Act so that the Fund
would no longer be subject to the diversification requirements of that Act.
To this end, the Board of Directors recommends that
the Fund's shareholders approve changing in the Fund's subclassification
under the 1940 Act from a diversified investment company to a
non-diversified investment company. The Fund would remain subject to the
diversification requirements applicable to it
7
<PAGE>
under the Code.
Under the 1940 Act, a diversified investment company must, with
respect to at least 75% of the value of its total assets represented by
cash and cash items (including receivables), U.S. government securities,
securities of other investment companies and
other securities, invest not more then 5% of such assets in the securities
of a single issuer or beneficially own more than 10% of the outstanding
voting securities of the issuer.
Under the Code, to qualify as a regulated investment company, the Fund
must, among other things, diversify its holdings so that at the end of each
quarter of its taxable year, (i) at least 50% of the market value of the Fund's
assets is represented by cash (including cash items and receivables), U.S.
government securities, and other securities, with such other securities limited,
in respect of any one issuer, for purposes of this calculation to an amount not
greater than 5% of the value of the total assets of the Fund, and (ii) not
more than 25% of the value of its total assets is invested in the
securities of any one issuer (other
than U.S. government securities). In other words, under the Code, as of
the end of any quarter, the Fund would be permitted to invest in as few as
twelve companies and to have as much as 50% of its assets invested in as
few as two companies. While the relatively greater concentration in
securities of fewer issuers that would be permitted to the Fund would
reduce diversification of risk and could
result in greater fluctuation in the prices of the Fund's securities than a fund
that is more broadly diversified, management believes it would also give the
Fund the additional flexibility necessary to invest its assets effectively in
Italy, which in recent years has experienced privatization of many companies,
which has resulted in the concentration of various industry assets in a limited
number of issuers.
Required Vote
Approval of Proposal Number 3 requires the affirmative vote of a "majority
of the outstanding voting securities" of the Fund, which, as used in this Proxy
Statement and as defined in the 1940 Act, means the affirmative vote of the
lesser of: (1) more than 50% of the outstanding shares of the Fund; or
(2) 67% or more of the shares of the Fund present at the Meeting if holders
of more than 50% of the outstanding shares are present in person or by proxy
at the Meeting.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL OF PROPOSAL NUMBER 3.
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1998 Annual Meeting
of the Shareholders of the Fund must be received by December 14, 1997 to be
included in the proxy statement and the form of proxy relating to that meeting
as the Fund expects that the 1998 Annual Meeting will be held in May of 1998.
8
<PAGE>
OTHER MATTERS
Management knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy in accordance with their judgment on such
matters.
All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.
By Order of the Board of Directors
Christina T. Sydor
Secretary
April 7, 1997
x Please mark
votes as in
this example
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2 AND 3.
1. To elect Paolo M. Cucchi and Mario * FOR * WITHHELD
d'Urso as Class II Directors of the Fund.
________________________________
For all nominees except as noted above
2. To ratify the selection of KPMG Peat Marwick LLP FOR * AGAINST *
ABSTAIN *
as the independent accountants of the Fund for the
fiscal year ending January 31, 1998.
3. To approve or disapprove the changing of the Fund's FOR *
AGAINST * ABSTAIN *
subclassification from a diversified company to a
non-diversified company under the Investment Com-
pany Act of 1940.
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.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature: ______________________________ Date ___________________________
Signature: ______________________________ Date ___________________________
THE ITALY FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting on May 14, 1997
The undersigned holder of shares of The Italy Fund Inc. (the "Fund"), a
Maryland corporation, hereby appoints Heath B. McLendon, Christina T. Sydor
and Robert M. Nelson as attorneys 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 Annual Meeting of Shareholders of the Fund (the
"Meeting") to be held at the offices of the Fund, 388 Greenwich Street, 26th
Floor, New York, New York on the date indicated above, and any adjournment or
adjournments thereof. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement dated April 7, 1997 and hereby
instructs said attorneys and proxies to vote said shares as indicated hereon.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting. A majority of the proxies
present and acting at the Meeting in person or by substitute (or, if only one
shall be so present, then that one) shall have and may exercise all of the
power and authority of said proxies hereunder. The undersigned hereby revokes
any proxy previously given.
CONTINUED AND TO BE SIGNED
ON REVERSE SIDE
SEE REVERSE SIDE
