Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Zenix Income Fund Inc.
(Name of Registrant as Specified in its Charter)
Mike Kocur
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] No longer applicable
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which 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:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
ZENIX INCOME FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------
TO BE HELD ON JULY 9, 1997
----------------------
To the Shareholders of Zenix Income Fund Inc.:
The Annual Meeting of Shareholders of Zenix Income Fund Inc. (the "Fund")
will be held at the Fund's offices at 388 Greenwich Street, 22nd Floor, New
York, New York at 9:30 a.m. on July 9, 1997 for the following purposes:
1. To elect six Directors to the Board of Directors (PROPOSAL 1);
2. To ratify the selection of KPMG Peat Marwick LLP as the independent
accountants of the Fund for the current fiscal year of the Fund (PROPOSAL
2);
3. To consider and vote upon such other matters as may come before said
meeting or any adjournment thereof.
The close of business on May 14, 1997 has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting and any adjournment thereof.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
June 2, 1997
----------------------
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.
<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:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
------------ ---------------
<S> <C>
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
</TABLE>
<PAGE>
ZENIX INCOME FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
1-800-451-2010
----------------------
ANNUAL MEETING OF SHAREHOLDERS
JULY 9, 1997
----------------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Zenix Income 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 executive offices at 388 Greenwich Street,
22nd Floor, New York, New York 10013, on July 9, 1997, 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 mainly by mail. In addition, certain officers,
directors and employees of: the Fund; Smith Barney Inc. ("Smith Barney"), the
Fund's distributor; and/or First Data Investor Services Group ("First Data"),
the Fund's transfer agent may solicit proxies in person or by telephone,
telegraph, or mail. Smith Barney and the Fund's investment adviser, Smith
Barney Mutual Funds Management Inc. ("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 March 31, 1997, has been previously forwarded to all
Shareholders of the Fund. This proxy statement and form of proxy are first
being mailed to shareholders on or about June 2, 1997. The Fund will provide
additional copies of the Annual Report to any shareholder upon request by
calling the Fund at 1-800-451-2010.
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 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 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
<PAGE>
but which have not been voted. Approval of Proposal 1 requires the affirmative
vote of a plurality of the votes cast at the Meeting with a quorum present.
Approval of Proposal 2 requires the affirmative vote of a majority of the
votes cast at the Meeting with a quorum present. Because abstentions and
broker non-votes are not treated as shares voted, abstentions and broker non-
votes would have no impact on such Proposals. Any shareholder who has given a
proxy has the right to revoke it at any time prior to its exercise either by
attending the 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 Meeting.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present but sufficient votes to approve any of the proposals
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitations of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the nature of the proposals that are 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
adjournment will require the affirmative vote of a majority of the Shares
represented at the Meeting in person or by proxy. A shareholder vote may be
taken on one of the proposals in this Proxy Statement prior to such
adjournment if sufficient votes have been received and it is otherwise
appropriate. Under the Fund's By-laws, a quorum is constituted by the presence
in-person or by proxy of the holders of a majority of the outstanding Shares
entitled to vote 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 person
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 May
14, 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 vote on each matter relevant to the class of shares held with no
cumulative voting rights.
The Fund has two classes of shares: common shares which have a par value of
$.01 per share (the "Common Shares"), and cumulative preferred shares, which
have a par value of $.01 per share and a liquidation preference in the amount
of $1,000 per share (the "Preferred Shares" and collectively with the Common
Shares, the "Shares"). On the Record Date, there were 14,782,176.95 Common
Shares and 30,000 Preferred Shares outstanding. Each shareholder is entitled
to one vote for each Share held and a proportionate fraction of a vote for any
fractional Share held.
At the close of business on the Record Date, the Fund had outstanding
14,782,176.95 Common Shares, of which 12,869,727 or 87.06% were held in
accounts but not beneficially owned by CEDE & Co., c/o Depository Trust
2
<PAGE>
Company, Box 20 Bowling Green Station, New York, New York 10004-9998. At the
close of business on the Record Date, the Fund had outstanding 30,000
Preferred Shares, of which 100% were held in accounts but not beneficially
owned by CEDE & Co., c/o Depository Trust Company, Box 20 Bowling Green
Station, New York, New York 10004-9998. At the close of business on the Record
Date, no other person (including any "group" as that term is used in Section
13(d) of the Exchange Act of 1934 (the "Exchange Act")) to the knowledge of
the Board of Directors or 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.
To the knowledge of the Fund, no shares of Smith Barney's ultimate parent
corporation, Travelers Group Inc. ("Travelers"), were held by Board Members
who are not interested persons of the Fund (as that term is used in the
Investment Company Act of 1940, as amended (the "1940 Act")) as of the Record
Date.
In order that a shareholder's Shares may be represented at the Meeting,
shareholders are required to allow sufficient time for their proxies to be
received on or before 9:00 a.m. on July 9, 1997. All proxies received will be
voted in favor of all the proposals, unless otherwise directed therein.
PROPOSAL 1
TO ELECT SIX (6) DIRECTORS OF THE FUND
The first proposal to be considered at the Meeting is the election of six
(6) Directors of the Fund.
Under the terms of the Fund's Charter, the holders of Preferred Shares are
entitled as a class, to the exclusion of the holders of Common Shares, to
elect two Directors of the Fund. William R. Hutchinson and Robert A. Frankel
have been nominated by the Fund's Board of Directors for election by holders
of Preferred Shares ("Preferred Directors"). The Fund's Charter further
provides that the holders of the Fund's Common Shares are entitled as a class,
to the exclusion of holders of Preferred Shares, to elect two Directors of the
Fund. Martin Brody and Dwight B. Crane have been nominated by the Fund's Board
of Directors for election by holders of the Fund's Common Shares ("Common
Directors"). The Fund's Charter provides that the remaining nominees, Heath B.
McLendon and Allan J. Bloostein, shall be elected by holders of Common and
Preferred Shares voting together as a single class.
The Board of Directors of the Fund knows of no reason why any of the
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. All the
individuals listed are currently Directors of the Fund. Any Director
considered an "interested person" as defined in the 1940 Act is indicated by
an asterisk (*).
3
<PAGE>
PERSONS NOMINATED FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION SERVED AS NUMBER OF FUND
AND OTHER BUSINESS EXPERIENCE A DIRECTOR SHARES BENEFICIALLY
DURING THE PAST FIVE YEARS SINCE CLASS OWNED AS OF MAY 14, 1997
- --------------------------------- ---------- ----- ------------------------
<S> <C> <C> <C>
Allan J. Bloostein, age 67 1992 Common & None
Consultant, formerly Vice Preferred
Chairman of the Board of May
Department Stores Company;
Director of Crystals Brands,
Inc., Melville Corp.,
R.G. Barry Corp. and Hechinger
Co.
Martin Brody, age 75 1988 Common 99,266
Vice Chairman of the Board of (less than 1%)
Directors of Restaurant
Associates Corp.; Director of
Jaclyn, Inc., an apparel
manufacturer
Dwight B. Crane, age 59 1988 Common 856
Professor, Graduate School of (less than 1%)
Business Administration,
Harvard University; Director of
Peer Review Analysis, Inc.
Robert A. Frankel, age 70 1994 Preferred 242
Managing Partner of Robert A. (less than 1%)
Frankel Management Consultants;
formerly Corporate Vice President
of The Readers Digest Assoc. Inc.
William R. Hutchinson, age 54 1995 Preferred None
Vice President Financial
Operations AMOCO Corporation;
Director of Associated Bank since
1981; Director of Associated
Banc-Corp since 1994
Heath B. McLendon*, age 64 1988 Common & 18,001
Managing Director of Smith Barney Preferred (less than 1%)
Inc.; Chairman of Smith Barney
Strategy Advisers Inc. and
President and Director of SBMFM
and Travelers Investment Advisor,
Inc. ("TIA"); prior to July 1993,
Senior Executive Vice President
of Shearson Lehman Brothers Inc.,
and Vice Chairman of the Board of
Shearson Asset Management.
</TABLE>
- -----------
* "Interested Person" as defined in the 1940 Act.
Section 16(a) of the Exchange Act and Section 30(f) of the Investment
Company Act of 1940 requires the Fund's officers and Directors, persons who
beneficially own more than ten percent of the Fund's Common Shares, and to
certain other entities 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
representations from such persons, the Fund believes that during its fiscal
year ended March 31, 1997, all filing requirements applicable to such persons
were complied with.
4
<PAGE>
The Fund has no compensation or nominating committee of the Board of
Directors, or any committee performing similar functions. The Fund has an
audit committee composed of Directors who are not interested persons of the
Fund (the "Independent Directors") which is charged with recommending a firm
of independent auditors to the Fund and reviewing accounting matters with the
auditors.
During the Fund's last fiscal year four in-person meetings of the Board of
Directors of the Fund were held, all of which were regular meetings. No
director attended less than 75% of these meetings of the Board that were held
in the last fiscal year.
Only the Independent Directors receive remuneration from the Fund for acting
as a Director. Aggregate fees (including reimbursement for travel and out-of-
pocket expenses) of $40,370 were paid to such Directors by the Fund during the
fiscal year ended March 31, 1997. Fees for Independent Directors are set at
$5,000 per annum plus $500 per in-person Board meeting and $100 per telephone
conference call. Officers of the Fund are compensated by Smith Barney.
The following table shows the compensation paid by the Fund to each
Director, during the Fund's last fiscal year:
<TABLE>
<CAPTION>
TOTAL
PENSION OR NUMBER OF
RETIREMENT TOTAL FUNDS FOR
AGGREGATE BENEFITS ACCRUED COMPENSATION WHICH DIRECTOR
COMPENSATION AS PART OF FROM FUND AND SERVES WITHIN
NAME OF PERSON FROM FUND FUND EXPENSES FUND COMPLEX FUND COMPLEX
-------------- ------------ ---------------- ------------- --------------
<S> <C> <C> <C> <C>
Charles F. Barber
#$ $7,000 $0 $ 38,700 6
Martin Brody $6,500 0 $118,350 19
Dwight B. Crane $7,000 0 $137,475 22
Allan J. Bloostein $7,000 0 $ 87,400 8
Robert A. Frankel $7,000 0 $ 66,100 8
William R.
Hutchinson $7,000 0 $ 38,600 6
Heath B. McLendon* 0 0 0 41
</TABLE>
- -----------
* Designates an "interested director".
# Pursuant to the Fund's deferred compensation plan, Mr. Barber elected
effective January 2, 1996, to defer the payment of all of the compensation
due to him from the Fund.
$ Upon attainment of age 80 Directors are required to change to emeritus
status. Directors Emeritus are entitled to serve in emeritus status for a
maximum of 10 years during which time they are paid 50% of the annual
retainer fee and meeting fees otherwise applicable to the Fund Directors
together with reasonable out-of-pocket expenses for each meeting attended.
Effective February 26, 1997, Mr. Barber became a Director Emeritus.
5
<PAGE>
The following is a list of the current executive officers of the Fund all of
whom have been elected by the Directors to serve until their respective
successors are elected:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND
POSITION OTHER AFFILIATIONS
NAME AND AGE (YEAR FIRST ELECTED) DURING THE PAST FIVE YEARS
------------ -------------------- --------------------------
<S> <C> <C>
Heath B. McLendon, 64 Chief Executive Officer and (see table of Directors
Chairman of the Board (1988) above)
Jessica M. Bibliowicz, President (1995) Executive Vice President
37 of Smith Barney Inc.;
Chairman and Chief
Executive Officer of
SBMFM and TIA; prior to
1994, Director of Sales
and Marketing for
Prudential Mutual
Funds.
Lewis E. Daidone, 39 Senior Vice President and Managing Director of
Treasurer (1992) Smith Barney Inc.;
Chief Financial
Officer, Director and
Senior Vice President
of SBMFM and TIA.
John C. Bianchi, 41 Vice President and Managing Director of
Investment Officer (1993) Smith Barney Inc.;
Investment Officer;
prior to July 1993,
Managing Director of
Shearson Lehman
Advisors.
Christina T. Sydor, 46 Secretary (1992) Managing Director of
Smith Barney Inc.;
General Counsel and
Secretary of SBMFM and
TIA.
</TABLE>
The principal business address of Mr. McLendon, Ms. Bibliowicz, Mr. Bianchi,
Mr. Daidone and Ms. Sydor is 388 Greenwich Street, New York, New York 10013.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD. Proposal
1 requires for approval the affirmative vote of a plurality of 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
RATIFICATION OF SELECTION OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT AUDITORS
FOR THE FUND FOR THE CURRENT FISCAL YEAR
KPMG Peat Marwick LLP ("KPMG") have been selected as the independent
auditors to audit the accounts of the Fund for the fiscal year ending March
31, 1998 by a majority of the Independent Directors by a vote cast in person
subject to
6
<PAGE>
ratification by the shareholders at the Meeting (the entire Board concurred in
the selection). KPMG also serves as the independent auditors for the Fund,
other investment companies associated with Smith Barney and for Travelers.
KPMG has no direct or material indirect financial interest in the Fund,
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 at the
Meeting and desires to ask questions of the auditors concerning the Fund's
financial statements, the Fund will arrange to have representatives of KPMG
present at the Meeting who will respond to appropriate questions and who will
have an opportunity to make a statement.
The affirmative vote of a majority of shares present and voting at the
Meeting 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 INDEPENDENT ACCOUNTANTS.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholders proposals intended to be presented at the 1998 Annual Meeting
of the Shareholders of the Fund must be received by January 6, 1998 to be
considered at this meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN, DATE
AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
By Order of the Board of Directors
Christina T. Sydor
Secretary
June 2, 1997
7
<PAGE>
(This page intentionally left blank.)
<PAGE>
(This page intentionally left blank.)
ZENIX INCOME FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of
Zenix Income Fund Inc. (the "Fund"), a Maryland
corporation, hereby appoints Heath B. McLendon, Christina T. Sydor
and Michael Kocur 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 Common Stock of the Fund that the undersigned is
entitled to vote at the Annual Meeting of
Shareholders of Zenix Income Fund Inc. to be held at the offices of the Fund,
388 Greenwich Street, New York, New York on July 9, 1997 at 9:30 a.m., and
any adjournment or adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of
Meeting and Proxy Statement dated June 2, 1997 and hereby instructs said
attorneys and proxies to vote said shares as indicated herein.
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.
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE. SEE REVERSE SIDE
X Please vote 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 ELECTION OF NOMINEES
AS DIRECTORS AND PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
1. ELECTION OF COMMON DIRECTORS FOR WITHHELD
Nominees: Allan J. Bloostein, Martin Brody
Dwight B. Crane and Heath B. McLendon
___________________________________________________________________________
For both nominees except as noted above
2.To ratify the selection of KPMG Peat Marwick LLP as FOR AGAINST ABSTAIN
independent accountants for the Fund.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
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.
Signature: _________________________________________ Date:
Signature: Date:
ZENIX INCOME FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Preferred Stock of
Zenix Income Fund Inc. (the "Fund"), a Maryland
corporation, hereby appoints Heath B. McLendon, Christina T. Sydor
and Michael Kocur 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 Preferred Stock of the Fund that the undersigned
is entitled to vote at the Annual Meeting of
Shareholders of Zenix Income Fund Inc. to be held at the offices of the
Fund, 388 Greenwich Street, New York, New York on July 9, 1997 at 9:30 a.m.,
and any adjournment or adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of
Meeting and Proxy Statement dated
June 2, 1997 and hereby instructs said attorneys and proxies to vote said
shares as indicated herein.
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.
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE. SEE REVERSE SIDE
X Please vote 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 ELECTION OF NOMINEES
AS DIRECTORS AND PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
1. ELECTION OF PREFERRED DIRECTORS FOR WITHHELD
Nominees: Allan J. Bloostein, Robert Frankel
William R. Hutchinson and Heath B. McLendon
___________________________________________________________________________
For both nominees except as noted above
2.To ratify the selection of KPMG Peat Marwick LLP as FOR AGAINST ABSTAIN
independent accountants for the Fund.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
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.
Signature: _________________________________________ Date:
Signature: Date:
