<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[_] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PACHOLDER FUND, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
PACHOLDER FUND, INC.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $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 transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
USF&G PACHOLDER FUND, INC.
Bank One Towers
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on May 22, 1997
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of USF&G
Pacholder Fund, Inc. (the "Fund") will be held on Thursday, May 22, 1997, at 10
o'clock a.m., Eastern time, at The Harley Hotel, 8020 Montgomery Road,
Cincinnati, Ohio, for the following purposes:
1. To elect a Board of seven Directors to serve until the next annual
meeting and until their successors are elected and qualified;
2. To approve or disapprove amendment of the Fund's fundamental policies
on borrowing and issuance of senior securities;
3. To ratify or reject the selection of the firm of Deloitte & Touche LLP
as the Fund's independent accountants for the fiscal year ending December 31,
1997; and
4. To consider and act upon such other business as may properly come
before the meeting and any adjournments thereof.
James P. Shanahan, Jr.,
Secretary
Shareholders of record as of the close of business on April 4, 1997 are
entitled to notice of and to vote at the meeting.
April __, 1997
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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. YOUR PROMPT RETURN OF THE
PROXY WILL HELP ENSURE A QUORUM AT THE MEETING AND AVOID THE EXPENSE TO THE FUND
OF FURTHER SOLICITATION.
- --------------------------------------------------------------------------------
<PAGE>
USF&G PACHOLDER FUND, INC.
Bank One Towers
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
PROXY STATEMENT
This proxy statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of USF&G Pacholder Fund, Inc. (the "Fund")
for use at the annual meeting of shareholders to be held on May 22, 1997, and at
any adjournments thereof. If the enclosed proxy is executed properly and
returned in time to be voted at the meeting, the shares represented will be
voted according to the instructions contained therein. Executed proxies that
are unmarked will be voted for the election of all nominees for director and in
favor of all other proposals. A proxy may be revoked at any time prior to its
exercise by filing with the Secretary of the Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later date, or by
attending the meeting and voting in person.
The Fund's Annual Report, including audited financial statements for the
fiscal year ended December 31, 1996, has been previously mailed to shareholders.
This proxy statement was first mailed to shareholders on or about April __,
1997.
The Board of Directors has fixed the close of business on April 4, 1997 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting and any adjournments thereof. As of the record date, the
Fund had outstanding __________ shares of Common Stock, par value $.01 per
share, and 2,450,000 shares of Cumulative Preferred Stock, par value $.01 per
share, each share being entitled to one vote. As of such date, Cede & Co.,
nominee for The Depository Trust Company, 55 Water Street, New York, NY 10046,
held of record (and not beneficially) ___% of the Fund's outstanding Common
Stock. According to information available to the Fund, as of the record date,
no person owned beneficially 5% or more of the outstanding Common Stock of the
Fund; and Principal Mutual Life Insurance Company, 711 High Street, Des Moines,
IA 50392, owned of record all of the Fund's outstanding Cumulative Preferred
Stock. On the record date, the directors and officers of the Fund as a group
owned less than one percent of the Fund's outstanding shares.
The presence in person or by proxy of the holders entitled to cast a
majority of all the votes entitled to be cast at the meeting will constitute a
quorum for the transaction of business at the annual meeting. Broker non-votes,
abstentions and withhold-authority votes all count for the purpose of
determining a quorum. If a quorum is present at the meeting but sufficient
votes in favor of one or more proposals are not received, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of the shares present at the meeting or represented by proxy. The
persons named as proxies will vote in favor of such adjournment if
<PAGE>
they determine that adjournment and additional solicitation is reasonable and in
the interests of shareholders of the Fund.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors has nominated the seven persons listed below for
election as directors, each to hold office until the next annual meeting of
shareholders and until his successor is elected and qualified. Each of the
nominees is currently serving as a director of the Fund. Each director was
elected at the annual meeting of shareholders held on June 4, 1996. Each
nominee has consented to being named in this proxy statement and has agreed to
serve as a director of the Fund if elected; however, should any nominee become
unable or unwilling to accept nomination or election, the persons named in the
proxy will exercise their voting power in favor of such other person or persons
as the Board of Directors of the Fund may recommend. There are no family
relationships among the nominees.
Under the Fund's charter, the holders of the outstanding shares of Common
Stock, voting as a separate class, are entitled to elect two directors; the
holders of the outstanding shares of Cumulative Preferred Stock, voting as a
separate class, are entitled to elect two directors; and the holders of the
outstanding shares of Common Stock and Cumulative Preferred Stock, voting
together as a single class, are entitled to elect the remaining three directors
of the Fund. The Board of Directors has nominated Messrs. Morgan and Pacholder
for election by holders of the Common Stock and Messrs. Woodard and Shanahan for
election by the holders of the Cumulative Preferred Stock. The directors will
be elected by a plurality of the votes cast at the meeting, provided that a
quorum is present. Broker non-votes, abstentions and withhold-authority votes
will not be considered votes cast for this purpose.
-2-
<PAGE>
<TABLE>
<CAPTION>
Year
First Shares
Elected Beneficially
Position as a Principal Occupation Owned as of
Name Age with the Fund Director During Past Five Years March 28, 1997
- ---- --- ------------- -------- ---------------------- --------------
<S> <C> <C> <C> <C> <C>
Asher O. Pacholder* 60 Chairman of the Board 1988 Chairman and Chief Executive
Officer, Pacholder Associates,
Inc., Chairman and Chief
Financial Officer, ICO, Inc.
(since 1995). Director, ICO,
Inc. (oil field services),
Southland Corp. (convenience
food stores) and Trump's Castle
Associates (casino).
William J. Morgan* 42 Executive Vice President, 1988 President and Secretary,
Treasurer and Director Pacholder and Director
Associates, Inc. Director,
Duckwall--ALCO Stores, Inc.
(variety and discount stores),
ICO, Inc. (oil field services),
PremiumWear, Inc. (apparel
manufacturer), Kaiser Ventures,
Inc. (sanitary services) and
Smith-Corona Corporation (office
equipment manufacturer).
James P. Shanahan, Jr.* 35 Secretary and Director 1988 Executive Vice President and
General Counsel, Pacholder
Associates, Inc. Director,
LaBarge, Inc. (electronic
components and devices).
Daniel A. Grant 52 Director 1992 President, Utility Management
Services.
John C. Sweeney* 58 Director 1992 Senior Vice President and Chief 0
Investment Officer, USF&G
Investment Management Group, Inc.
</TABLE>
-3-
<PAGE>
<TABLE>
Year
First Shares
Elected Beneficially
Position as a Principal Occupation Owned as of
Name Age with the Fund Director During Past Five Years March 28, 1997
- ---- --- ------------- -------- ---------------------- --------------
<S> <C> <C> <C> <C> <C>
John F. Williamson 58 Director 1991 President and Chief Executive
Officer, Williamson Associates,
Inc. (investment adviser) (since
Jan. 1997); Executive Vice
President and Chief Financial
Officer, Asset Allocation
Concepts, Inc. (1995 to 1996);
Vice President and Senior
Portfolio Manager, American Life
& Casualty Insurance Co. (1993 to
1994); Financial Consultant (1991
to 1992).
George D. Woodard 50 Director 1995 Principal, George D. Woodard,
C.P.A.(since 1995); Vice
President, Rider Kenley &
Associates (accounting and tax
services) (1994 to 1995);
Principal, George D. Woodard,
C.P.A. for more than five years
prior thereto.
</TABLE>
- -------------------
* Nominees considered "interested persons" of the Fund (as defined in the
Investment Company Act of 1940) by reason of their affiliations with the
Fund's investment adviser.
Asher O. Pacholder, William J. Morgan and James P. Shanahan, Jr. are
officers and shareholders of Pacholder Associates, Inc., a general partner of
the Fund's investment adviser. John C. Sweeney is an officer of USF&G
Corporation, which is the indirect parent of USF&G Marketing Services Co., a
general partner of the Fund's adviser. The general and limited partners of the
Fund's administrator are wholly-owned subsidiaries of Pacholder Associates, Inc.
See "Investment Advisory and Other Services" below.
Directors and officers of the Fund who are employed by the Fund's
investment adviser or a corporate affiliate of the investment adviser, or are
retired from such employment, serve without compensation from the Fund. The
Fund pays each director who is not an employee of
-4-
<PAGE>
the investment adviser or any corporate affiliate of the investment adviser an
annual fee of $10,000 plus $1,000 for each meeting of the Board of Directors
attended, and reimburses directors for travel and other out-of-pocket expenses
incurred by them in connection with attending such meetings. The following table
provides compensation information for the fiscal year ended December 31, 1996
for all of the Fund's directors and the highest-paid executive officers who
received compensation in excess of $60,000.
<TABLE>
<CAPTION>
Pension or Retirement
Aggregate Benefits Accrued As Estimated Annual Total Compensation from
Compensation Part of Fund Benefits upon Fund and Fund Complex
Name of Person, Position from Fund Expenses Retirement Paid to Directors
- ------------------------ ------------ --------------------- ---------------- -----------------------
<S> <C> <C> <C> <C>
Asher O. Pacholder 0 0 0 0
Chairman of the Board
William J. Morgan 0 0 0 0
Executive Vice President,
Treasurer and Director
James P. Shanahan, Jr. 0 0 0 0
Secretary and Director
Daniel A. Grant $15,000 0 0 $15,000
Director
John C. Sweeney 0 0 0 0
Director
John F. Williamson $15,000 0 0 $15,000
Director
George D. Woodard $15,000 0 0 $15,000
Director
</TABLE>
For the fiscal year ended December 31, 1996, the directors of the Fund as a
group received aggregate remuneration from the Fund of $45,000.
The Board of Directors has an Audit Committee which makes recommendations
to the Board of Directors with respect to the engagement of the Fund's
independent accountants and reviews with the independent accountants the scope
and results of the audit engagement and matters having a material effect upon
the financial operations of the Fund. The Audit Committee also reviews the
pricing of illiquid securities held in the Fund's portfolio. The members of the
Audit Committee are Daniel A. Grant, John F. Williamson and George D. Woodard.
It is anticipated that Messrs. Grant, Williamson and Woodard will constitute the
Audit Committee of the new Board of Directors. The Board of Directors does not
have a Nominating Committee.
-5-
<PAGE>
During the fiscal year ended December 31, 1996, the Board of Directors met
five times. No director attended fewer than seventy-five percent of the board
meetings. The Audit Committee held one meeting during 1996 at which all
committee members were in attendance.
The Fund's executive officers who are not directors, and their principal
occupations during the past five years, are set forth below. The address of
each is Bank One Towers, 8044 Montgomery Road, Cincinnati, OH 45236.
<TABLE>
<CAPTION>
Principal Occupation
Position(s) with During Past Five
Name Age the Fund Years
- ---- --- ---------------- --------------------
<S> <C> <C> <C>
Anthony L. Longi, Jr. 31 President and Executive Vice
Assistant Treasurer President,
Pacholder
Associates, Inc.
James E. Gibson 32 Senior Vice Senior Vice
President President,
Pacholder
Associates, Inc.
Mark H. Prenger 26 Assistant Treasurer Assistant Vice
President,
Pacholder
Associates, Inc.
(since 1994);
full-time
university student
prior thereto.
</TABLE>
PROPOSAL 2: AMENDMENT OF THE FUND'S FUNDAMENTAL POLICIES ON BORROWING AND
ISSUANCE OF SENIOR SECURITIES
The Fund's fundamental investment policies currently permit the Fund to
borrow money in an amount up to 20% of the value of its net assets at the time
of borrowing. The Fund may use such borrowings as a temporary source of
liquidity to permit the purchase of new investments, without the necessity of
liquidating existing investments under circumstances where it would not be
prudent, and to provide flexibility in connection with dividend distributions or
repurchases of Fund shares. The Fund's fundamental policies also currently
permit the Fund to utilize leverage by issuing preferred stock. Under the
Investment Company Act of 1940, the Fund may issue preferred stock so long as
the asset coverage of such stock is at least 200%.
The Fund's investment adviser has recommended, and the Board of Directors
of the Fund has approved, a proposed change in the Fund's fundamental policies
on borrowing and issuance of senior securities. The proposed change would
enable the Fund to issue either debt securities or preferred stock, or any
combination thereof, provided that the asset coverage for the aggregate of all
such senior securities would be at least 200%. Thus, the amount of leverage
that the Fund is permitted to incur would not be increased; however, the Fund
would be able to incur such leverage by issuing debt securities as well as
preferred stock. Accordingly, if the proposed change is approved by
shareholders, the Board of Directors of the Fund will have the ability to take
advantage of available opportunities in both the debt and equity markets when
structuring the Fund's leverage.
-6-
<PAGE>
The Fund's current fundamental policies provide that the Fund may not:
1. Issue senior securities, as defined in the Investment Company Act of
1940, other than preferred stock or except to the extent such issuance
might be involved with respect to borrowings described under
"Borrowing"... [below].
2. Make short sales of securities or purchase securities or evidences of
interests therein on margin (except it may make covered short sales of
securities and obtain short-term credit necessary for the clearance of
transactions), or write or purchase put or call options (except to the
extent that a purchase of a stand-by commitment may be considered the
purchase of a put).
3. Borrow money, except in amounts not exceeding 20% of the Fund's assets
as described under "Borrowing"... [below].
The Fund's Statement of Additional Information includes the following
disclosure under the caption "Borrowing":
The Fund is authorized to borrow money on a secured or unsecured
basis in an amount up to 20% of the value of its net assets at the
time of borrowing. . . . The Fund's investment policies allow the
Fund to use borrowing as a temporary source of liquidity to permit the
purchase of new investments consistent with the Fund's investment
objectives without the necessity of liquidating existing investments
under circumstances where liquidation would not be prudent. Borrowing
may also be used to provide flexibility in connection with dividend
distributions or repurchases of the Fund's shares.
As amended, the Fund's fundamental policies would provide that the Fund may
not:
1. Borrow money (through repurchase agreements or otherwise) or issue
senior securities unless immediately thereafter the Fund has an asset
coverage of all senior securities and borrowing of at least 200%.
2. Make short sales of securities or maintain a short position (except
that the Fund may make covered short sales of securities); or write or
purchase put or call options (except to the extent that a purchase of
a stand-by commitment may be considered the purchase of a put).
-7-
<PAGE>
The leveraging of the Fund's Common Stock through the issuance of senior
securities involves certain risks to common shareholders. These risks include a
higher volatility of the net asset value and potentially the market price of
their shares. So long as the Fund is able to realize a higher net return on its
investment portfolio than the interest or dividends payable on the senior
securities, the effect of leverage will be to cause common shareholders to
realize a higher current rate of return than if the Fund were not leveraged.
However, if the net return on the Fund's investment portfolio were to approach
the interest or dividends payable on the senior securities, the Fund's leveraged
capital structure would result in a lower rate of return to common shareholders.
Similarly, since any decline in the net asset value of the Fund's investment
portfolio would be borne entirely by common shareholders, the effect of leverage
in a declining market will be to cause a greater decrease in the net asset value
of the Common Stock than if the Fund were not leveraged, which would likely be
reflected in a greater decline in the market price of the Common Stock.
The Fund's fundament policies may not be changed without the approval of a
majority of the outstanding shares of Common Stock and a majority of the
outstanding shares of Cumulative Preferred Stock, each voting as a separate
class. Under the Fund's charter and the Investment Company Act of 1940, the
vote of a majority of the outstanding shares means the vote (i) of 67% or more
of the shares present at the meeting, if the holders of more than 50% of the
shares are present or represented by proxy; or (ii) of more than 50% of the
shares, whichever is the less. Abstentions and "broker non-votes" (i.e., shares
held in the name of a broker or nominee for which an executed proxy is received,
but which have not been voted because the broker or nominee does not have
discretionary voting power and voting instructions have not been received from
the beneficial owner) will not be considered votes cast and for purposes of (i)
above will have the same effect as votes cast against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR AMENDMENT OF
THE FUND'S FUNDAMENTAL POLICIES. If the proposed amendment is not approved by
shareholders, the Fund's current fundamental policies on borrowing and issuance
of senior securities will remain in effect and will not be changed.
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors, including all of the directors who are not
"interested persons" of the Fund (as defined in the Investment Company Act of
1940), has selected the firm of Deloitte & Touche LLP as the Fund's independent
accountants for the fiscal year ending December 31, 1997. The employment is
conditioned on the right of the Fund to terminate the employment without penalty
by vote of a majority of the outstanding securities of the Fund (as defined in
the Investment Company Act of 1940). Deloitte & Touche LLP currently serves as
the Fund's independent accountants and the Fund's financial statements for the
fiscal year ended December 31, 1996 have been audited by Deloitte & Touche LLP ,
which expressed an unqualified opinion on such financial statements. A
representative of Deloitte & Touche LLP is expected to be
-8-
<PAGE>
present at the meeting and will be available to respond to appropriate questions
raised at the meeting and to make a statement if he wishes to do so.
Ratification of the selection of the firm of Deloitte & Touche LLP requires
the affirmative vote of a majority of all the votes cast at the meeting.
Abstentions and broker non-votes will not be considered votes cast for this
purpose.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION
OF THE SELECTION OF DELOITTE & TOUCHE LLP. If the selection of Deloitte &
Touche LLP is not ratified by shareholders, the firm will not serve as the
Fund's independent accountants for the fiscal year ending December 31, 1997, and
the Board of Directors will be required to select new independent accountants.
INVESTMENT ADVISORY AND OTHER SERVICES
Pacholder & Company (the "Adviser"), Bank One Towers, East Tower, 8044
Montgomery Road, Suite 382, Cincinnati, OH 45236, has served as the Fund's
investment adviser since the Fund commenced operations in 1988. The Adviser was
organized in 1988 as an Ohio general partnership between Pacholder Associates,
Inc. ("Pacholder Associates") and USF&G Marketing Services Co. ("Marketing
Services"), which each have a fifty-percent partnership interest in the Adviser.
Pacholder Associates is an investment advisory firm which specializes in high
yield fixed-income securities. Marketing Services is an indirect wholly-owned
subsidiary of USF&G Corporation. USF&G Corporation is composed of
property/casualty and life insurance subsidiaries. Its primary subsidiary is
United States Fidelity and Guaranty Company, which holds a $600,000 15%
Promissory Note due November 1997 of Pacholder Associates and owns 20% of
Pacholder Associates' outstanding securities. Asher O. Pacholder, William J.
Morgan and James P. Shanahan, Jr., officers and directors of the Fund, are
shareholders, officers and directors of Pacholder Associates. John C. Sweeney,
a director of the Fund, is an officer of USF&G Corporation.
Kenwood Administrative Management, Limited Partnership (the
"Administrator") serves as administrator of the Fund. The Administrator is a
limited partnership whose general and limited partners are wholly-owned
subsidiaries of Pacholder Associates. The Administrator monitors the Fund's
compliance with various regulatory requirements, coordinates and monitors the
activities of the Fund's other service providers, handles various public and
shareholder relations matters, and assists in the preparation of financial and
other reports.
Pacholder Associates serves as accounting and pricing agent for the Fund
and is responsible for (i) accounting relating the Fund and its investment
transactions, (ii) determining the net asset value per share of the Fund, (iii)
maintaining the Fund's books of account, and (iv) monitoring, in conjunction
with the Fund's custodian, all corporate actions, including dividends and
distributions and stick splits, in respect of securities held in the Fund's
portfolio.
-9-
<PAGE>
SOLICITATION OF PROXIES
In addition to solicitation by mail, solicitations on behalf of the Board
of Directors may be made by personal interview, telegram and telephone. Certain
officers and regular agents of the Fund, who will receive no additional
compensation for their services, may use their efforts, by telephone or
otherwise, to request the return of proxies. In addition, Shareholder
Communications Corporation, 17 State Street, New York, NY 10004, has been
retained at an estimated cost of $5,000 plus out-of-pocket expenses to perform
various proxy advisory and solicitation services. Shareholder Communications
Corporation will utilize approximately 32 persons in its solicitation efforts.
The costs of preparing, assembling, mailing and transmitting proxy materials and
of soliciting proxies on behalf of the Board of Directors (including the fees
and expenses of Shareholder Communications Corporation) will be borne by the
Fund. The Fund will reimburse, upon request, broker-dealers and other
custodians, nominees and fiduciaries for their reasonable expenses of sending
proxy soliciting material to beneficial owners.
OTHER BUSINESS
The management of the Fund knows of no other business that may come before
the annual meeting. If any additional matters are properly presented at the
meeting, the persons named in the enclosed proxy, or their substitutes, will
vote such proxy in accordance with their best judgment on such matters.
SHAREHOLDER PROPOSALS
If a shareholder wishes to present a proposal for inclusion in the proxy
statement for the next annual meeting of shareholders, the proposal must be
submitted in writing and received by the Secretary of the Fund on or before
December __, 1997.
ANNUAL REPORT
The Fund's Annual Report for the fiscal year ended December 31, 1996 may be
obtained without charge by writing to USF&G Pacholder Fund, Inc., Bank One
Towers, 8044 Montgomery Road, Suite 382, Cincinnati, OH 45236, or by calling the
Fund toll free at 1-800-837-2755.
-10-
<PAGE>
PROXY
USF&G PACHOLDER FUND, INC.
COMMON STOCK, $.01 PAR VALUE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Anthony L. Longi, Jr. and James P. Shanahan, Jr.
and each of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote as designated on the reverse of this card,
all the shares of Common Stock, par value $.01 per share, of USF&G Pacholder
Fund, Inc. which the undersigned is entitled to vote at the annual meeting of
shareholders to be held on May 22, 1997, and at any adjournments thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder, if no direction is given, this proxy will be voted
"FOR" the election of all nominees for Director and "FOR" Proposals 2 and 3. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the meeting.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on this proxy. An executor,
administrator, trustee or guardian should sign as such. If more than one
trustee, all should sign. ALL JOINT OWNERS MUST SIGN. If a corporation, please
provide the full name of the corporation and the name of the authorized officer
signing on its behalf.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------- ---------------------------------
- --------------------------------- ---------------------------------
- --------------------------------- ---------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
1.) Election of Directors. For Withhold For All Except
[_] [_] [_]
Daniel A. Grant, William J. Morgan, Asher O. Pacholder,
John C. Sweeney and John F. Williamson
Instruction: To withhold authority to vote for any individual
nominee, mark the "For All Except" box and strike a line through
the nominee(s) name. Your shares will be voted for the remaining
nominee(s).
2.) With respect to amendment of For Against Abstain
the Fund's fundamental policies [_] [_] [_]
on borrowing and issuance of
senior securities.
3.) With respect to ratification of the For Against Abstain
selection of Deloitte & Touche LLP [_] [_] [_]
as independent accountants.
Please be sure to sign and date this Proxy Date________________
- ----------------------------------------------------------------------
_____________________________ _____________________________
Shareholder sign here Co-owner sign here
- ----------------------------------------------------------------------
Mark box at right if comments or address change
have been noted on the reverse side of this card. [_]
RECORD DATE SHARES
<PAGE>
PROXY
USF&G PACHOLDER FUND, INC.
Cumulative Preferred Stock, $.01 Par Value,
Series A and Series B
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Anthony L. Longi, Jr. and James P.
Shanahan, Jr., and each of them, as proxies with power of substitution, and
hereby authorizes each of them to represent and to vote as designated below, all
the shares of Series A and Series B Cumulative Preferred Stock, par value $.01
per share, of USF&G Pacholder Fund, Inc. which the undersigned is entitled to
vote at the annual meeting of shareholders to be held on May 22, 1997, and at
any adjournments thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is given, this proxy
will be voted "FOR" the election of all nominees for Director and "FOR"
Proposals 2 and 3. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
1. Election of Directors: [_] FOR [_] WITHHOLD [_] FOR ALL EXCEPT
Instruction: To withhold authority to vote for any individual nominee, mark
-----------
the "For All Except" box and strike a line through the nominee(s) name. Your
shares will be voted for the remaining nominee(s).
Daniel A. Grant, James P. Shanahan, Jr., John C. Sweeney, John F. Williamson and
George D. Woodard
2. FOR [_] AGAINST [_] ABSTAIN [_] with respect to amendment of the Fund's
fundamental policies on borrowing and
issuance of senior securities.
3. FOR [_] AGAINST [_] ABSTAIN [_] with respect to ratification of the
selection of Deloitte & Touche LLP as
independent accountants.
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By: ______________________________________
Name:
Title:
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
(For the Benefit of Primart)
By: ______________________________________
Name:
Title:
Dated:________________________
