SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Federated Municipal Opportunities 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 proxy 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:
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FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.
Proxy Statement - Please Vote!
Time is of the ESSENCE...VOTING ONLY TAKES A FEW MINUTES AND YOUR PARTICIPATION
IS IMPORTANT! BE SURE TO COMPLETE AND RETURN YOUR PROXY CARD PROMPTLY TO AVOID
ADDITIONAL EXPENSE TO THE FUND.
Federated Municipal Opportunities Fund, Inc., will hold an annual meeting of
shareholders on March 26, 1999. It is important for you to vote on the issues
described in this Proxy Statement. We recommend that you read the Proxy
Statement in its entirety; the explanations will help you to decide on the
issues.
Why am I being asked to vote?
Mutual funds are required to obtain shareholders' votes for certain types of
changes, like those included in this Proxy Statement. You have a right to vote
on these changes.
What issues am I being asked to vote on?
The proposals include the election of Directors and changes to the Fund's
fundamental investment policies.
Why are individuals recommended for election to the Board of Directors?
The Fund is devoted to serving the needs of its shareholders, and the Board is
responsible for managing the Fund's business affairs to meet those needs. The
Board represents the shareholders and can exercise all of the Fund's powers,
except those reserved only for shareholders.
Directors are selected on the basis of their education and professional
experience. Candidates are chosen based on their distinct interest in, and
capacity for understanding the complexities of, the operation of a mutual fund.
These individuals bring considerable experience to the impartial oversight of a
fund's operation.
The Proxy Statement includes a brief description of each nominee's history and
current position with the Fund, if applicable.
Why am I being asked to vote on the ratification of independent auditors? The
independent auditors conduct a professional examination of certain of the Fund's
accounting documents and supporting data to render an opinion on the material
fairness of the information. Because financial reporting involves considerable
discretion, the auditor's opinion is an important assurance to both the Fund and
its investors.
The Board of Directors approved the selection of Deloitte & Touche LLP,
long-time auditors of the Fund, for the current fiscal year and believes that
the continued employment of this firm is in the Fund's best interests.
Why are the Fund's "fundamental policies" being changed? Every mutual fund has
certain investment policies that can be changed only with the approval of its
shareholders. These are referred to as "fundamental" investment policies.
In some cases, these policies were adopted to reflect regulatory, business, or
industry conditions that no longer exist or no longer are necessary. In other
cases, advances in the securities markets and the economy have created different
procedures and techniques that affect the Fund's operations.
By reducing the number of "fundamental policies," the Fund may be able to
minimize the costs and delays associated with frequent shareholder meetings.
Also, the investment adviser's ability to manage the Fund's assets may be
enhanced and investment opportunities increased.
The proposed amendments will:
o reclassify as operating policies those fundamental policies that are not
required to be fundamental by the Investment Company Act of 1940, ("1940
Act"); and
o simplify and modernize the policies that are required to be "fundamental"
by the 1940 Act, as amended.
Federated is a conservative money manager. Our highly trained professionals are
dedicated to making investment decisions in the best interest of the Fund and
its shareholders. The Board believes that the proposed changes can be applied
responsibly by the Fund's investment adviser.
Why are some "fundamental policies" being reclassified as "operating policies?"
As noted above, some "fundamental policies" have been redefined as "operating
policies" by change made to the 1940 Act. Operating policies do not require
shareholder approval to be changed. This gives the Fund's Board additional
flexibility to determine whether to participate in new investment opportunities
and to meet industry changes promptly.
How do I vote my shares?
You may vote in person at the annual meeting of shareholders or simply sign and
return the enclosed Proxy Card. You may also vote by telephone at
1-800-________, or through the Internet at proxyvote.com. We encourage you to
vote by telephone or through the Internet, because these voting methods save the
Fund a good deal of money. If we do not receive your Proxy Card, we may contact
you by telephone to request that you cast your vote.
Who do I call if I have questions about the Proxy Statement?
Call your Investment Professional or a Federated Client Service Representative.
Federated's toll-free number is 1-800-341-7400.
After careful consideration, the Board of Directors has unanimously approved
these proposals. The Board recommends that you read the enclosed materials
carefully and vote for all proposals.
<PAGE>
FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 26, 1999
An annual meeting of the shareholders of Federated Municipal Opportunities Fund,
Inc. (the "Fund") will be held at 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7000, at 2:00 p.m. (Eastern time), on March 26, 1999 to consider
proposals:
(1) To elect nine Directors.
(2) To ratify the selection of the Fund's independent auditors.
(3) To make changes to the Fund's fundamental investment policies:
(a) To make non-fundamental, and to amend, the Fund's fundamental investment
policy regarding investments in restricted securities;
(b) To amend the Fund's fundamental investment policy regarding borrowing to
permit the purchase of securities while borrowings are outstanding; and
(c) To make non-fundamental, and to amend, the Fund's fundamental investment
policy to permit the Fund to invest in the securities of other investment
companies.
(4) To eliminate the Fund's fundamental investment policy on concentration of
its investments and to reserve freedom to concentrate in the banking
industry.
To transact such other business as may properly come before the meeting or
any adjournment thereof. The Board of Directors has fixed January 12, 1999 as
the record date for determination of shareholders entitled to vote at the
meeting.
By Order of the Board of Directors,
John W. McGonigle
Secretary
January 25, 1999
YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE ANNUAL
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
<PAGE>
TABLE OF CONTENTS
About the Proxy Solicitation and the Annual Meeting
Election of Nine Directors
Ratification of the Selection of the Independent Auditors
Approval or Disapproval of Changes to the Fund's Fundamental Investment
Policies
Approval or Disapproval of the Elimination of the Fund's Fundamental
Investment Policy Regarding Concentration and to Reserve Freedom
to Concentrate in the Banking Industry
Information About the Fund
Proxies, Quorum and Voting at the Annual Meeting
About the Election of Directors
Directors Standing for Election
Nominees Not Presently Serving as Directors
Previously Elected Directors
Share Ownership of the Directors
Director Compensation
Officers of the Fund
Other Matters and Discretion of Attorneys Named in the Proxy
<PAGE>
PRELIMINARY
PROXY STATEMENT
FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
About the Proxy Solicitation and the Annual Meeting
The enclosed proxy is solicited on behalf of the Board of Directors of the Fund
(the "Board" or "Directors"). The proxies will be voted at the annual meeting of
shareholders of the Fund to be held on March 26, 1999, at 5800 Corporate Drive,
Pittsburgh, Pennsylvania 15237-7000, at 2:00 p.m. (such annual meeting and any
adjournment or postponement thereof are referred to as the "Annual Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Fund. In addition to solicitations through the
mails, proxies may be solicited by officers, employees, and agents of the Fund
or, if necessary, a communications firm retained for this purpose. Such
solicitations may be by telephone, telegraph, through the Internet or otherwise.
Any telephonic solicitations will follow procedures designed to ensure accuracy
and prevent fraud, including requiring identifying shareholder information,
recording the shareholder's instructions, and confirming to the shareholder
after the fact. Shareholders who communicate proxies by telephone or by other
electronic means have the same power and authority to issue, revoke, or
otherwise change their voting instruction shareholders submitting proxies in
written form. The Fund will reimburse custodians, nominees, and fiduciaries for
the reasonable costs incurred by them in connection with forwarding solicitation
materials to the beneficial owners of shares held of record by such persons.
At its meeting on November 17, 1998, the Board reviewed the proposed changes
recommended in the investment policies of the Fund and approved them subject to
shareholder approval. The purposes of the Annual Meeting are set forth in the
accompanying Notice. The Directors know of no business other than that mentioned
in the Notice that will be presented for consideration at the Annual Meeting.
Should other business properly be brought before the Annual Meeting, proxies
will be voted in accordance with the best judgment of the persons named as
proxies. This proxy statement and the enclosed proxy card are expected to be
mailed on or about January 25, 1999, to shareholders of record at the close of
business on January 12, 1999 (the "Record Date"). On the Record Date, the Fund
had outstanding _________ shares of common stock.
The Fund's annual report, which includes audited financial statements for the
fiscal year ended August 31, 1998, was previously mailed to shareholders. The
Fund's principal executive offices are located at Federated Investors Funds,
5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000. The Fund's toll-free
telephone number is 1-800-341-7400.
PROPOSAL #1: ELECTION OF NINE DIRECTORS
The persons named as proxies intend to vote in favor of the election of Thomas
G. Bigley, John T. Conroy, Jr., Nicholas P. Constantakis, John F. Cunningham, J.
Christopher Donahue, Peter E. Madden, Charles F. Mansfield, Jr., John E. Murray,
Jr. and John S. Walsh (collectively, the "Nominees") as Directors of the Fund.
Messrs. Bigley, Conroy, Madden and Murray are presently serving as Directors. If
elected by shareholders, Messrs. Constantakis, Cunningham, Donahue, Mansfield
and Walsh will assume their responsibilities as Directors effective April 1,
1999. Please see "Information about the Fund" for current information about the
Nominees.
Messrs. Conroy and Madden were appointed Directors on August 21, 1991, to fill
vacancies created by the resignation of Mr. Joseph Maloney and the decision to
expand the size of the Board. Messrs. Bigley and Murray were appointed Directors
on November 15, 1994, and February 14, 1995, respectively, also to fill
vacancies resulting from the decision to expand the size of the Board. All
Nominees have consented to serve if elected. If elected, the Directors will hold
office without limit in time until death, resignation, retirement, or removal or
until the next meeting of shareholders to elect Directors and the election and
qualification of their successors. Election of a Director is by a plurality of
the votes cast by shareholders of the Fund at the Annual Meeting. The nine
individuals receiving the greatest number of votes at the Annual Meeting will be
deemed to be elected Directors. If any Nominee for election as a Director named
above shall by reason of death or for any other reason become unavailable as a
candidate at the Annual Meeting, votes pursuant to the enclosed proxy will be
cast for a substitute candidate by the proxies named on the proxy card, or their
substitutes, present and acting at the Annual Meeting. Any such substitute
candidate for election as a Director who is an "interested person" (as such term
is defined in the Investment Company Act of 1940, as amended (the "1940 Act"))
of the Fund shall be nominated by the Executive Committee. The selection of any
substitute candidate for election as a Director who is not an "interested
person" shall be made by a majority of the Directors who are not "interested
persons" of the Fund. The Board has no reason to believe that any Nominee will
become unavailable for election as a Director.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE TO ELECT AS DIRECTORS THE NOMINEES FOR ELECTION
TO THE BOARD OF DIRECTORS OF THE FUND
PROPOSAL #2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS~~
The 1940 Act requires that the Fund's independent auditors be selected by the
Board, including a majority of those Board members who are not "interested
persons" (as defined in the 1940 Act) of the Fund, and that the employment of
such independent auditors be conditioned on the right of the Fund, by vote of a
majority of its outstanding securities at any meeting called for that purpose,
to terminate such employment forthwith without penalty. The Board of the Fund,
including a majority of its members who are not "interested persons" of the
Fund, approved the selection of Deloitte & Touche LLP (the "Auditors") for the
current fiscal year at a Board meeting held on November 17, 1998.
The selection by the Board of the Auditors as independent auditors for the
current fiscal year is submitted to the shareholders for ratification. Apart
from their fees as independent auditors and certain consulting fees, neither the
Auditors nor any of their partners have a direct, or material indirect,
financial interest in the Fund or its investment adviser. The Auditors are a
major international independent accounting firm. The Board believes that the
continued employment of the services of the Auditors for the current fiscal year
would be in the Fund's best interests.
Representatives of the Auditors are not expected to be present at the Annual
Meeting. If a representative is present, he or she will have the opportunity to
make a statement and would be available to respond to appropriate questions. The
ratification of the selection of the Auditors will require the affirmative vote
of a majority of the shares present and voting at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3: APPROVAL OF CHANGES TO THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES
The 1940 Act requires investment companies such as the Fund to adopt certain
specific investment policies that can be changed only by shareholder vote. An
investment company may also elect to designate other policies that may be
changed only by shareholder vote. Both types of policies are often referred to
as "fundamental policies." Certain of the Fund's fundamental policies had been
adopted in the past to reflect regulatory, business or industry conditions that
are no longer in effect. Accordingly, the Directors have authorized the
submission to the Fund's shareholders for their approval, and recommend that
shareholders approve, the amendment and/or reclassification of certain of the
Fund's fundamental policies.
The proposed amendments would:
(i) simplify and modernize the fundamental policies that are required to be
stated under the 1940 Act; and
(ii) reclassify as operating policies those fundamental policies that are not
required to be fundamental under the 1940 Act.
By reducing to a minimum those policies that can be changed only by shareholder
vote, the Directors believe that the Fund would be able to minimize the costs
and delay associated with holding future shareholder meetings to revise
fundamental policies that become outdated or inappropriate. The Directors also
believe that the investment adviser's ability to manage the Fund's assets in a
changing investment environment will be enhanced and that investment management
opportunities will be increased by these changes. The recommended changes are
specified below. Each sub-item will be voted on separately, and the approval of
any item will require the approval of a majority of the outstanding shares of
the Fund.
PROPOSAL #3(a): TO MAKE NON-FUNDAMENTAL AND TO AMEND THE FUND'S FUNDAMENTAL
INVESTMENT POLICY GOVERNING INVESTMENTS IN RESTRICTED SECURITIES
The Fund's current policy on restricted securities reads as follows: "The Fund
will not invest more than 10% of its net assets in securities subject to
restrictions on resale under the Securities Act of 1933, except for certain
restricted securities which meet the criteria for liquidity as established by
the Directors." This policy was adopted because historically, restricted
securities were viewed as illiquid since they could not be sold within seven
days. Investment companies, such as the Fund, are required to meet a
shareholder's redemption request at the current net asset value within seven
days of receiving the request for redemption. In order to do this, some portion
of the securities in the Fund's portfolio must be "liquid" so that the
securities can be sold in sufficient time to obtain the necessary cash to meet
redemption requests. It is important to note that many restricted securities
are, in fact, quite liquid and can be purchased without jeopardizing the
liquidity of the Fund's portfolio.
Certain state securities regulators previously required mutual funds to have a
fundamental policy limiting investment in restricted securities. Since the
enactment of the National Securities Markets Improvement Act in October, 1996,
states no longer have the jurisdiction to impose such requirements. Furthermore,
rules adopted by the U.S. Securities and Exchange Commission (the "SEC" or the
"Commission") have substantially increased the number of restricted securities
that can now be considered liquid and, in addition, have given to the Directors
the ability to determine, under specific guidelines, that a security is liquid.
The Directors may delegate this duty to the investment adviser provided the
investment adviser's determination of liquidity is made in accordance with the
guidelines established and monitored by the Directors.
The Fund's current policy prevents the Fund from acquiring a restricted security
that may be viewed by the adviser as liquid. If this proposal is approved, the
Fund will be able to invest to an unlimited extent in restricted securities as
long as they meet the Directors' guidelines for liquidity and the Fund's
operating policy on restricted securities would read substantially as follows:
"The Fund may invest in restricted securities. Restricted securities are any
securities in which the Fund may invest pursuant to its investment objective and
policies but which are subject to restrictions on resale under federal
securities law. Under criteria established by the Directors, certain restricted
securities are determined to be liquid. To the extent that restricted securities
are not determined to be liquid, the Fund will limit their purchase, together
with other illiquid securities, to 15% of its net assets." Under the Fund's
current policy on investing in illiquid securities, if a restricted security is
determined not to be liquid, the purchase of that security, together with other
illiquid securities, may not exceed 10% of the Fund's net assets. If
shareholders do not approve the removal of the policy on restricted securities,
the Fund will continue to invest no more than 10% of the value of its net assets
in restricted securities of any kind.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #3(b): TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING BORROWING TO PERMIT THE PURCHASE OF
SECURITIES WHILE BORROWINGS ARE OUTSTANDING
The Fund's current investment policy on borrowing states that:
"The Fund will not issue senior securities except that the Fund may borrow money
and engage in reverse repurchase agreements in amounts up to one-third of the
value of its total assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse agreements for investment
leverage, but rather as a temporary, extraordinary, or emergency measure or to
facilitate management of the portfolio by enabling the Fund to meet redemption
requests when the liquidation of portfolio securities is deemed to be
inconvenient or disadvantageous. The Fund will not purchase any securities while
borrowings are outstanding. During the period any reverse repurchase agreements
are outstanding, but only to the extent necessary to assure completion of the
reverse repurchase agreements, the Fund will restrict the purchase of portfolio
instruments to money market instruments maturing on or before the expiration
date of the reverse repurchase agreements."
The Fund's investment adviser has recommended that the Directors consider
approving a revision to the fundamental policy that would permit the Fund to
purchase securities while its borrowings are outstanding, as the adviser
believes the current policy unnecessarily constrains the Fund's investments. Any
such purchases could not exceed 5% of the Fund's outstanding borrowings. Subject
to shareholder approval, the policy will be revised to delete the sentence "The
Fund will not purchase any securities while borrowings are outstanding." The
Fund would continue to be subject to the same percentage limitation on its
borrowings - 5% of the value of the Fund's total assets - if the proposed change
is approved.
THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE PROPOSAL
PROPOSAL #3(c): TO MAKE NON-FUNDAMENTAL AND TO AMEND THE FUND'S POLICY TO
PERMIT THE FUND TO INVEST IN THE SECURITIES OF OTHER
INVESTMENT COMPANIES
The Fund currently has a fundamental investment policy prohibiting investment in
the securities issued by any other investment company, except as part of a
merger, consolidation or other acquisition. The Fund's investment adviser
believes, and the Board has concluded, that this prohibition unnecessarily
limits the Fund's investments. Amending this policy would expand the investment
opportunities available to the Fund by allowing the Fund to invest in other
investment companies. Investments in other investment companies are limited
under the 1940 Act. The 1940 Act limits both the portion of the Fund's assets
which may be so invested in a particular fund, and the portfolio of such a fund
which may be owned by the Fund. Normally, each investment company in which the
Fund invests will have its own operating expenses, including advisory fees. It
is expected that the duplicative expenses are justified by the benefit of having
access to the markets in which such a fund invests, or in the investment
techniques or advisers of such funds.
At the present time, the Board expects to utilize the authority provided by this
proposal to invest the Fund's temporary cash reserves in shares of money market
funds. These cash reserves typically arise from the receipt of dividend and
interest income from portfolio securities, the receipt of payment for sale of
portfolio securities, defensive cash positions and the decision to hold cash to
meet redemptions or make anticipated dividend payments. Further, by changing the
policy from fundamental to an operating policy, the Directors believe that
maximum flexibility will be afforded to the Fund to amend the policy as
appropriate in the future without the burden and delay to the Fund and its
shareholders of holding a special meeting.
The money market funds in which the Fund plans to invest pay an advisory fee.
However, the Fund's investment adviser and the Directors believe that the
benefits derived from having the cash invested outweigh any reduction in the
amount earned as a result of such a fee. The ability to purchase shares of money
market funds would be beneficial because it would provide the Fund with
additional investment opportunities late in each business day, when
opportunities to acquire money market instruments are limited. Otherwise, the
Fund would be forced to hold some of its cash uninvested, resulting in little or
no investment income.
If shareholders approve this item, the new operating policy will read as follows
in: (a) the Prospectus, and (b) the Statement of Additional Information:
(a) "Investing in Securities of Other Investment Companies
The Fund may invest its assets in securities of other investment companies as an
efficient means of carrying out its investment policies. It should be noted that
investment companies incur certain expenses, such as management fees, and,
therefore, any investment by the Fund in shares of other investment companies
may be subject to such duplicate expenses. At the present time, the Fund expects
that its investments in other investment companies will be limited to shares of
money market funds, including funds affiliated with the Fund's investment
adviser."
(b) "Investing in Securities of Other Investment Companies
The Fund may invest in the securities of affiliated money market funds as an
efficient means of managing the Fund's uninvested cash."
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
PROPOSAL #4: REMOVAL OF THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON
CONCENTRATION AND RESERVING FREEDOM TO CONCENTRATE INVESTMENTS
IN THE DOMESTIC BANKING INDUSTRY
The 1940 Act requires every investment company to state a fundamental policy
regarding its intention to concentrate portfolio investments in one industry.
Investments of more than 25% of the value of an investment company's assets in
any one industry represent a "concentration" in that particular industry.
However, if an investment company does not intend to concentrate its
investments, this must also be stated.
The Fund's current concentration policy states that:
"The Fund may invest more than 25% of the value of its assets in private
activity bonds which may result in more than 25% of the Fund's assets being
invested in one industry. It is also possible that the Fund may from time to
time invest more than 25% of its assets in health care facilities revenue
obligations, housing agency revenue obligations or electric utility
obligations."
Since the Fund adopted its policy reserving freedom to concentrate investments
in the obligations discussed above, the investment focus of the Fund's
investment adviser and the types of securities in which it would like to invest
the Fund's assets have changed. Therefore, the Fund's investment adviser has
proposed to amend the concentration policy to eliminate the policy discussed
above, and would like to reserve the freedom to concentrate the Fund's
investments in instruments and obligations of U.S. banks and bank holding
companies. By modifying this policy, the investment adviser believes it will
reduce the risk to the Fund's portfolio and the Fund will have greater
flexibility to invest in a broader array of the securities which are acceptable
investments for the Fund in seeking to achieve its investment objective of
providing a high level of current income which is generally exempt from the
federal regular income tax.
Therefore, the Directors have recommended that the Fund's fundamental investment
policy be eliminated, and that it be replaced with the following operating
policy:
"The Fund will not invest 25% or more of its total assets in any one industry.
However, investing in U.S. government securities and domestic bank instruments
shall not be considered investments in any one industry."
THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE PROPOSAL
INFORMATION ABOUT THE FUND
Proxies, Quorum and Voting at the Annual Meeting
The favorable vote of: (a) the holders of 67% or more of the outstanding voting
securities present at the Annual Meeting, if the holders of 50% or more of the
outstanding voting securities of the Fund are present or represented by proxy;
or (b) the vote of the holders of more than 50% of the outstanding voting
securities, whichever is less, is required to approve all of the proposals,
except the election of Directors and the ratification of the selection of the
Auditors. Only shareholders of record on the Record Date will be entitled to
vote at the Annual Meeting. Each share of the Fund is entitled to one vote.
Fractional shares are entitled to proportionate shares of one vote. Any person
giving a proxy has the power to revoke it any time prior to its exercise by
executing a superseding proxy or by submitting a written notice of revocation to
the Secretary of the Fund. In addition, although mere attendance at the Annual
Meeting will not revoke a proxy, a shareholder present at the Annual Meeting may
withdraw his or her proxy and vote in person. All properly executed and
unrevoked proxies received in time for the Annual Meeting will be voted in
accordance with the instructions contained in the proxies. If no instruction is
given on the proxy, the persons named as proxies will vote the shares
represented thereby in favor of the matters set forth in the attached Notice.
In order to hold the Annual Meeting, a "quorum" of shareholders must be present.
Holders of one-third of the total number of outstanding shares of the Fund,
present in person or by proxy, shall be required to constitute a quorum for the
purpose of voting on the proposals made.
For purposes of determining a quorum for transacting business at the Annual
Meeting, abstentions and broker "non-votes" (that is, 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 some of the proposals.
If a quorum is not present, the persons named as proxies may vote those proxies
that have been received to adjourn the Annual Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor of one or more of
the proposals have not been received, the persons named as proxies may propose
one or more adjournments of the Annual Meeting to permit further solicitations
of proxies with respect to such proposal(s). All such adjournments will require
the affirmative vote of a majority of the shares present in person or by proxy
at the session of the Annual Meeting to be adjourned. The persons named as
proxies will vote AGAINST an adjournment those proxies that they are required to
vote against the proposal, and will vote in FAVOR of such an adjournment all
other proxies that they are authorized to vote. A shareholder vote may be taken
on the proposals in this proxy statement prior to any such adjournment if
sufficient votes have been received for approval.
About the Election of Directors
When elected, the Directors will hold office during the lifetime of the Fund
except that: (a) any Director may resign; (b) any Director may be removed by
written instrument signed by at least two-thirds of the number of Directors
prior to such removal; (c) any Director who requests to be retired or who has
become mentally or physically incapacitated may be retired by written instrument
signed by a majority of the other Directors; and (d) a Director may be removed
at any special meeting of the shareholders by a vote of two-thirds of the
outstanding shares of the Fund. In case a vacancy shall exist for any reason,
the remaining Directors will fill such vacancy by appointment of another
Director. The Directors will not fill any vacancy by appointment if, immediately
after filling such vacancy, less than two-thirds of the Directors then holding
office would have been elected by the shareholders. If, at any time, less than a
majority of the Directors holding office have been elected by the shareholders,
the Directors then in office will call a shareholders' meeting for the purpose
of electing Directors to fill vacancies. Otherwise, there will normally be no
meeting of shareholders called for the purpose of electing Directors.
Set forth below is a listing of: (i) Directors standing for election, (ii)
Nominees standing for election who are not presently serving as Directors, and
(iii) Directors previously elected by shareholders, along with their addresses,
birthdates, present positions with the Fund, if applicable, and principal
occupations during the past five years: Directors Standing for Election
Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Director
Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director, Member of
Executive Committee, University of Pittsburgh; Director or Trustee of the Funds.
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Director
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; Partner or Trustee in private real estate
ventures in Southwest Florida; formerly, President, Naples Property Management,
Inc. and Northgate Village Development Corporation; Director or Trustee of the
Funds. Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Director
Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street Boston
Corporation; Director or Trustee of the Funds.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Director
President, Law Professor, Duquesne University; Consulting Partner, Mollica &
Murray; Director or Trustee of the Funds. Nominees Not Presently Serving as
Directors
Nicholas P. Constantakis
175 Woodshire Drive
Pittsburgh, PA
Birthdate: September 3, 1939
Formerly, Partner, Andersen Worldwide SC; Director or Trustee of the Funds.
John F. Cunningham
353 El Brillo Way
Palm Beach, FL
Birthdate: March 5, 1943
Chairman, President and Chief Executive Officer, Cunningham & Co., Inc.
(consulting organization to high technology and computer
companies in the financial community); Director, EMC Corporation.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Shareholder Services Company and Federated Shareholder
Services; Director, Federated Services Company; President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Director of the Fund.
Charles F. Mansfield, Jr.
54 Pine Street
Garden City, NY
Birthdate: April 10, 1945
Management consultant.
John S. Walsh
2007 Sherwood Drive
Valparaiso, IN
Birthdate: November 28, 1957
President, Heat Wagon, Inc., Manufacturers Products, Inc. ("MPI") and the
Portable Heater Parts division of MPI (engineering, manufacturing and
distribution of portable, temporary heating equipment) (1996-present); Director,
Walsh & Kelly, Inc., asphalt road construction business; formerly, Vice
President, Walsh & Kelly, Inc. (1984- 1996).
Previously Elected Directors
John F. Donahue#*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Director
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Fund and
Nominee for
Director.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Director
Director and Member of the Executive Committee, Michael Baker, Inc.; formerly,
Vice Chairman and Director, PNC Bank, N.A., and PNC
Bank Corp.; Director, Ryan Homes, Inc.; Director or Trustee of the Funds.
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Director
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or Trustee
of the Funds.
Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Director
Professor of Medicine, University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center--Downtown; Member, Board of Directors, University of
Pittsburgh Medical Center; formerly, Hematologist, Oncologist, and Internist,
Presbyterian and Montefiore Hospitals; Director or Trustee of the Funds.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
President and Director
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.
Edward L. Flaherty, Jr.#
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Director
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Director
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Director
Public Relations/Marketing/Conference Planning; Director or Trustee of the
Funds.
* This Director is deemed to be an "interested person" as defined in the 1940
Act.
# Member of the Executive Committee. The Executive Committee of the Board of
Directors handles the responsibilities of the Board between meetings of the
Board.
As referred to above, "The Funds" or "Funds" includes the following investment
companies: Automated Government Money Trust; Cash Trust Series II; Cash Trust
Series, Inc.; CCB Funds; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated Adjustable Rate U.S. Government Fund, Inc.;
Federated American Leaders Fund, Inc.; Federated ARMs Fund; Federated Core
Trust; Federated Equity Funds; Federated Equity Income Fund, Inc.; Federated
Fund for U.S. Government Securities, Inc.; Federated GNMA Trust; Federated
Government Income Securities, Inc.; Federated Government Trust; Federated High
Income Bond Fund, Inc.; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated Institutional
Trust; Federated Insurance Series; Federated Master Trust; Federated Municipal
Opportunities Fund, Inc.; Federated Municipal Securities Fund, Inc.; Federated
Municipal Trust; Federated Short-Term Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock and Bond Fund, Inc.; Federated Stock Trust;
Federated Tax-Free Trust; Federated Total Return Series, Inc.; Federated U.S.
Government Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; Fixed Income
Securities, Inc.; Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Liberty Term Trust, Inc. - 1999; Liberty U.S.
Government Money Market Trust; Liquid Cash Trust; Managed Series Trust; Money
Market Management, Inc.; Money Market Obligations Trust; Money Market
Obligations Trust II; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Regions Funds; RIGGS Funds; Tax-Free Instruments Trust; The
Planters Funds; Trust for Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury Obligations; WesMark Funds; WCT
Funds; World Investment Series, Inc.; Blanchard Funds; Blanchard Precious Metals
Fund, Inc.; High Yield Cash Trust; Investment Series Trust; Targeted Duration
Trust; The Virtus Funds; and Trust for Financial Institutions.
Share Ownership of the Fund
Officers and Directors of the Fund own less than 1% of the Fund's outstanding
shares.
At the close of business on the Record Date, the following persons owned, to the
knowledge of management, more than 5% of the
outstanding shares of the Fund: [INSERT 5% HOLDERS]
Director Compensation
Aggregate
Name, Compensation
Position With From Total Compensation Paid
Fund Fund*# From Fund Complex+
John F. Donahue $0 $0 for the Fund and
Chairman and Director 56 other investment companies in the Fund
Complex
Thomas G. Bigley $1,327.69 $_______ for the Fund and
Director 56 other investment companies in the Fund Complex
John T. Conroy, Jr. $1,460.66 $_______ for the Fund and
Director 56 other investment companies in the Fund Complex
William J. Copeland $1,460.66 $_______ for the Fund and
Director 56 other investment companies in the Fund Complex
James E. Dowd $1,460.66 $_______ for the Fund and
Director 56 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D. $1,327.69 $_______ for the Fund and
Director 56 other investment companies in the Fund Complex
Richard B. Fisher $0 $0 for the Fund and
President and Director 56 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr. $1,460.66 $_______ for the Fund and
Director 56 other investment companies in the Fund Complex
Peter E. Madden $1,327.69 $_______ for the Fund and
Director 56 other investment companies in the Fund Complex
John E. Murray, Jr. $1,327.69 $_______ for the Fund and
Director 56 other investment companies in the Fund Complex
Wesley W. Posvar $1,327.69 $_______ for the Fund and
Director 56 other investment companies in the Fund Complex
Marjorie P. Smuts $1,327.69 $_______ for the Fund and
Director 56 other investment companies in the Fund Complex
* Information is furnished for the fiscal year ended August 31, 1998.
# The aggregate compensation is provided for the Fund which is comprised of
one portfolio.
+The information is provided for the last calendar year.
During the fiscal year ended August 31, 1998, there were four meetings of the
Board of Directors. The interested Directors, other than Dr. Ellis, do not
receive fees from the Fund. Dr. Ellis is an interested person by reason of the
employment of his son-in-law by Federated Securities Corp. All Directors were
reimbursed for expenses for attendance at Board of Directors meetings.
Other than its Executive Committee, the Fund has one Board committee, the Audit
Committee. Generally, the function of the Audit Committee is to assist the Board
of Directors in fulfilling its duties relating to the Fund's accounting and
financial reporting practices and to serve as a direct line of communication
between the Board of Directors and the independent auditors. The specific
functions of the Audit Committee include recommending the engagement or
retention of the independent auditors, reviewing with the independent auditors
the plan and the results of the auditing engagement, approving professional
services provided by the independent auditors prior to the performance of such
services, considering the range of audit and non-audit fees, reviewing the
independence of the independent auditors, reviewing the scope and results of the
Fund's procedures for internal auditing, and reviewing the Fund's system of
internal accounting controls.
Messrs. Flaherty, Conroy, Copeland, and Dowd serve on the Audit Committee. These
Directors are not interested Directors of the Fund. During the fiscal year ended
August 31, 1998, there were four meetings of the Audit Committee. All of the
members of the Audit Committee were present for each meeting. Each member of the
Audit Committee receives an annual fee of $100 plus $25 for attendance at each
meeting and is reimbursed for expenses of attendance.
Officers of the Fund
The executive officers of the Fund are elected annually by the Board of
Directors. Each officer holds the office until qualification of his successor.
The names and birthdates of the executive officers of the Fund and their
principal occupations during the last five
years are as follows:
John F. Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Director
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Fund and
Nominee for
Director.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
President and Director
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Shareholder Services Company and Federated Shareholder
Services; Director, Federated Services Company; President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Director of the Fund.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Shareholder Services Company; Trustee or Director of some of the Funds;
President, Executive Vice President and Treasurer of some of the Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President, Secretary, and Treasurer
Executive Vice President, Secretary, and Trustee, Federated Investors; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company; Director, Federated Services Company; President
and Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds; Treasurer of some of
the Funds. None of the Officers of the Fund received salaries from the Fund
during the fiscal year ended August 31, 1998. Federated Services Company, a
subsidiary of Federated Investors, is the Fund's administrator and provides
administrative personnel and services to the Fund for a fee as described in the
prospectus. For the fiscal year ended August 31, 1998, Federated Services
Company earned $343,950.
Federated Securities Corp., a subsidiary of Federated Investors, Inc., is the
principal distributor of the Fund's shares. Federated Securities Corp. receives
no compensation from the Fund for its services.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Fund is not required, and does not intend, to hold regular annual meetings
of shareholders. Shareholders wishing to submit proposals for consideration for
inclusion in a proxy statement for the next meeting of shareholders should send
their written proposals to Federated Municipal Opportunities Fund, Inc.,
Federated Investors Funds, 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7000, so that they are received within a reasonable time before any such
meeting.
No business other than the matters described above is expected to come before
the Annual Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment or postponement of the Annual
Meeting, the persons named on the enclosed proxy card will vote on such matters
according to their best judgment in the interests of the Fund.
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES. By Order of the Board of Directors,
John W. McGonigle
Secretary
January 25, 1999
<PAGE>
FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.
Investment Adviser
FEDERATED ADVISERS
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Distributor
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Administrator
FEDERATED SERVICES COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Cusip
(_____/99)
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Federated Municipal Opportunities Fund, Inc. (the "Fund") hereby appoint
Patricia F. Conner, Gail Cagney, Susan M. Jones, and Ann M. Scanlon, or any one
of them, true and lawful attorneys, with the power of substitution of each, to
vote all shares of the Fund which the undersigned is entitled to vote at the
Annual Meeting of Shareholders to be held on March 26, 1999, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, at 2:00 p.m., and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Annual Meeting or any adjournment thereof. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC. THIS
PROXY, WHEN 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 PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the proposed
items in this proxy, and to elect each of the nominees as Directors of the Fund
For [ ]
Proposal 1 To elect Thomas G. Bigley, John T. Conroy Jr., Nicholas P.
Constantakis, John F. Cunningham, J. Christopher Donahue, Peter E. Madden,
Charles F. Mansfield, Jr., John E. Murray, Jr. and John S. Walsh as Directors of
the Fund
FOR [ ]
AGAINST [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a particular nominee, mark the
"For All Except" box and strike a line through the name of each nominee for whom
you are NOT voting. Your shares will be voted for the remaining nominees.
Proposal 2 To ratify the selection of Deloitte & Touche, LLP as the Fund's
independent auditors
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 3: To make changes to the Fund's fundamental investment policies: 3(a)
To approve or disapprove making non-fundamental, and amending, the Fund's
fundamental investment policy governing investments in restricted securities
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
3(b) To approve amending the Fund's fundamental investment policy regarding
borrowing to permit the purchase of securities while borrowings are outstanding
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
3(c) To approve making non-fundamental, and amending, the Fund's policy to
permit the Fund to invest in the securities of other investment companies
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 4 To approve the removal of the Fund's fundamental investment
policy regarding concentration and to reserve freedom to
concentrate in the banking industry
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT
Please complete, sign and return
this card as soon as possible
mark with an X in the box.
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
You may also vote your proxy by telephoning 1-800________,
or through the Internet at proxyvote.com.
