SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Salomon Brothers Series Funds Inc
(Name of Registrant as Specified In Its Charter)
Salomon Brothers Series Funds Inc
(Name of Person(s) Filing Proxy Statement)
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|X| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
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Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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|_| Fee paid previously with preliminary materials.
<PAGE>
|_| Check box if any part of the fee is offset as provided by Exchange
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fee was paid previously. Identify the previous filing by
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<PAGE>
SALOMON BROTHERS SERIES FUNDS INC
SALOMON BROTHERS U.S. TREASURY SECURITIES MONEY MARKET FUND
Dear Stockholder,
I am pleased to inform you that the Board of Directors of Salomon Brothers
Series Funds Inc has approved changes for the Salomon Brothers U.S. Treasury
Securities Money Market Fund (the "Fund") aimed at attracting new investors.
The Board believes that implementation of these changes will benefit all of the
Fund's stockholders and make the Fund a more attractive and valuable investment
opportunity. Specifically, as explained in more detail in the enclosed proxy
statement, the Board has approved a proposal from the Fund's investment
manager, Salomon Brothers Asset Management Inc ("SBAM"), to restructure the
Fund as a general purpose, money market fund to be marketed primarily to
institutions. Under SBAM's proposal, all existing investors would continue to
be entitled to remain in the Fund and add to their investments.
In connection with this restructuring you are being asked to approve an
amendment to the Fund's investment objective, an amendment to the Fund's
investment limitations and an amendment to the investment management contract
with SBAM to change the management fee from .10% of average daily net assets to
.20%. However, SBAM will impose a voluntary cap on the total expenses of the
Fund at .18% of average daily net assets for at least the next year, and at no
more than .25% thereafter. For the year ended December 31, 1995, the expense
ratio of the Fund was .65%. Therefore, even with the change in the management
fee, the expense ratio will decline substantially from its current rate. Upon
your approval of these proposals, the Fund will change its name to Salomon
Brothers Institutional Money Market Fund.
I encourage you to review the enclosed materials for all the details on
the proposed amendments. Since the Board of Directors has approved the
proposals covered in the proxy statement, it is now subject to the approval of
you and your fellow stockholders. It is, therefore, very important that you
complete and return the enclosed proxy card. Your prompt response will help
save the expense of additional solicitation mailings.
Michael S. Hyland
President
Salomon Brothers Series Funds Inc
<PAGE>
SALOMON BROTHERS SERIES FUNDS INC
7 World Trade Center New York, New York 10048
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
SALOMON BROTHERS U.S. TREASURY SECURITIES
MONEY MARKET FUND
February 22, 1996
To the Stockholders:
Notice is hereby given that a special meeting (the "Meeting") of
stockholders of Salomon Brothers U.S. Treasury Securities Money Market Fund
(the "Fund"), a series of Salomon Brothers Series Funds Inc, will be held at 7
World Trade Center, New York, New York on March 26, 1996 at 10:00 a.m. A Proxy
Statement which provides information about the purpose of the Meeting and a
form of proxy card for you to cast your vote are included with this letter.
The Meeting will be held for the purposes of considering and voting upon:
1. Amendment to the Fund's investment objective to permit the Fund to
operate as a general purpose money market fund (Proposal 1);
2. Amendment to the Fund's investment limitations to permit the Fund to
enter into repurchase agreements (Proposal 2);
3. Amendment to the management contact with the Fund's investment
manager, Salomon Brothers Asset Management Inc, to change the management fee
(Proposal 3); and
4. Any other business that may properly come before the Meeting.
The Board of Directors of the Company recommends that you vote "FOR"
Proposals 1, 2 and 3. The close of business on February 2, 1996 has been fixed
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting.
By Order of the Board of Directors,
Tana E. Tselepis
Secretary
TO AVOID UNNECESSARY EXPENSE OR FURTHER SOLICITATION, WE URGE YOU to
indicate voting instructions on the enclosed proxy, date and sign it and
return it promptly in the envelope provided, no matter how large or small
your holdings may be.
<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
card should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signature
------------------------------------ ----------------------------
Corporate Accounts
(1) ABC Corp. . . . . . . . . . . . ABC Corp.
(2) ABC Corp. . . . . . . . . . . . John Doe, Treasurer
(3) ABC Corp. . . . . . . . . . . . John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan . John Doe, Trustee
Trust Accounts
(5) ABC Trust Jane B. Doe, Trustee
(6) Jane B. Doe, Trustee Jane B. Doe
u/t/d 12/28/78
Custodial or Estate Accounts
(7) John B. Smith, Cust. John B. Smith
f/b/o John B. Smith, Jr. UGMA
(8) John B. Smith John B. Smith, Jr., Executor
<PAGE>
SALOMON BROTHERS SERIES FUNDS INC
SALOMON BROTHERS U.S. TREASURY SECURITIES
MONEY MARKET FUND
7 World Trade Center New York, New York 10048
___________________________
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Salomon Brothers Series Funds Inc (the "Company") of
proxies to be used at a special meeting (the "Meeting") of stockholders of
Salomon Brothers U.S. Treasury Securities Money Market Fund (the "Fund") to be
held at 7 World Trade Center, New York, New York, on March 26, 1996 at 10:00
a.m. (and at any adjournment or adjournments thereof). This proxy statement and
the accompanying form of proxy are first being mailed to stockholders on or
about February 22, 1996. Stockholders of the Fund who execute proxies retain
the right to revoke them in person at the Meeting or by written notice received
by the Secretary of the Company at any time before they are voted. Unrevoked
proxies will be voted in accordance with the specifications thereon and, unless
specified to the contrary, will be voted FOR Proposals 1, 2 and 3. The close
of business on February 2, 1996 has been fixed as the record date (the "Record
Date") for the determination of stockholders entitled to notice of and to vote
at the Meeting. Each stockholder of the Fund is entitled to one vote for each
full share and an appropriate fraction of a vote for each fractional share
held. As of the Record Date, there were __________ shares of Capital Stock of
the Fund issued and outstanding.
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 solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those
shares represented at the Meeting in person or by proxy. The persons named as
proxies will vote those proxies which they are entitled to vote FOR or AGAINST
any such proposal to adjourn to another date in their discretion. A
stockholder vote may be taken on one or more proposals in this proxy statement
prior to any such adjournment if sufficient votes have been received for
approval. Under the By-Laws of the Company, a quorum is constituted by the
presence in person or by proxy of the holders of record of one-third of the
outstanding shares of Capital Stock of the Company entitled to vote at the
Meeting. Only stockholders of the Fund are entitled to vote at the Meeting.
Abstentions and Broker Non-Votes (reflected by signed but unvoted proxies), as
defined below, do not count as votes cast with respect to any proposal.
"Broker Non-Votes" are shares held by a broker or nominee as to which
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power.
The Fund will furnish without charge, a copy of its annual report for
the fiscal year ended December 31, 1994 and its semi-annual report for the
period ended June 30, 1995, or if available as of the date of the request, the
annual report for the fiscal year ended December 31, 1995, to any stockholder
<PAGE>
requesting such reports. Such requests should be made in writing to the Fund
at the address above or by calling 1-800-SALOMON.
Proposal 1: Amendment of the Fund's Investment Objective
The Board of Directors, including a majority of the directors who are not
"interested persons" of the Company (the "Non-Interested Directors"), as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"), has
approved a change in the Fund's investment objective and policies as proposed
by the Fund's investment manager, Salomon Brothers Asset Management Inc
("SBAM"). Currently, the investment objective of the Fund is to seek as high a
level of current income as is consistent with the security of principal and
liquidity. According to the Fund's investment policies, under normal market
conditions, the Fund invests at least 65% of its assets in U.S. Treasury bonds,
notes and bills. Currently, nearly all of the Fund's assets are invested in
U.S. Treasury securities. The Fund proposes that, as revised, its investment
objective would be to seek as high a level of current income as is consistent
with liquidity and stability of principal. The Fund would seek to fulfill this
objective by investing in a broad selection of money market instruments. In
particular, the Fund will invest in a broad range of instruments available to
general purpose money market funds pursuant to Rule 2a-7 under the 1940 Act.
These instruments presently include high quality, short-term U.S.
dollar-denominated money market instruments which are deemed to mature in
thirteen months or less. Furthermore, pursuant to Rule 2a-7, the Fund would be
managed so that the average portfolio maturity of all portfolio instruments (on
a dollar-weighted basis) will not exceed 90 days. The change in the Fund's
objective and policies reflects a decision by the Board of Directors to
fundamentally restructure the Fund as a general purpose, money market fund to
be primarily marketed to institutions, as opposed to a money market fund
predominately invested in U.S. Treasury securities and marketed principally to
non-institutional investors. The Board believes that restructuring the Fund in
this manner is in the best interests of the Fund's stockholders.
Reasons for the Proposed Change
The net assets of the Fund have been steadily declining over recent years.
As of December 31, 1992, 1993, 1994 and 1995, the net assets were $50.6
million, $34.1 million, $27.7 million and $11.4 million, respectively. SBAM
believes the decline can be partly attributed to difficulties in maintaining a
viable retail distribution channel for the Fund and that, as a result, the Fund
as presently constituted is unlikely to grow.
As assets have declined, the operating expense ratio of the Fund has
increased. For the year ended December 31, 1993, the expense ratio was .35% of
average daily net assets as compared to .45% of average daily net assets for
the year ended December 31, 1994 and .65% of average daily net assets for the
year ended December 31, 1995. Following careful consideration, SBAM has
advised the Board that it is not likely that it can cause the Fund as presently
constituted to increase its assets meaningfully and achieve greater economies
of scale and lower expense ratios.
To address these concerns, SBAM proposed the restructuring of the Fund as
described herein. SBAM believes that this approach offers the potential for
significant benefits to the Fund and the stockholders and the most potential
for future growth. Salomon Brothers Inc, the Fund's distributor, believes that
a market exists in its distribution channels for an institutional general money
market product. In that connection, SBAM will impose, for a period of at least
<PAGE>
one year, a voluntary cap on the total expenses of the Fund at .18% of average
daily net assets (exclusive of taxes, interest and extraordinary expenses such
as litigation and indemnification expenses) and a voluntary cap thereafter of
no more than .25%. A capped expense ratio of .25% is less than half the
expense ratio of the Fund for the year ended December 31, 1995. SBAM believes
that this expense cap, combined with the change in investment objective to a
general purpose money market fund, will positively impact the Fund's investment
yield. Moreover, existing stockholders, who will be exempted from the Fund's
proposed higher investment minimums, should benefit from the opportunity to
continue to own shares and continue to invest in the restructured Fund.
Restructuring the Fund as contemplated would involve certain consequences
for existing stockholders. First, the existing check-writing capability and
the exchange privilege currently available with other retail-oriented open-end
investment companies managed by SBAM would be eliminated. Second, to the
extent the Fund invests in general money market instruments rather than
exclusively in Treasury securities, the credit quality of the Fund's portfolio
will decrease. Third, most states provide that a registered investment company
may pass through (without restriction) to its stockholders state and local
income tax exemptions available to direct owners of certain types of U.S.
Government securities (such as Treasury securities). For residents of these
states, distributions derived from the Fund's investment in certain types of
U.S. Government securities are free from state and local income taxes to the
extent that the interest income from such investment would have been exempt
from state and local income taxes if such securities had been held directly by
the respective stockholders. Some states, however, require that the investment
company hold at least a required amount of U.S. Government securities in order
to pass through state and local exemptions. To the extent the Fund no longer
emphasizes investments in U.S. Treasury securities, this tax exemption will no
longer be available to some stockholders.
SBAM believes that the potential benefits to stockholders made possible by
restructuring the Fund as described above outweigh these consequences. For
example, with respect to the issue of credit quality, the Fund is required to
comply with Rule 2a-7 under the 1940 Act, which requires that the instruments
held by a money market fund are of a certain minimum credit quality. In
addition, pursuant to Rule 2a-7, the board of directors of a money market fund
must determine that the portfolio instruments held by the fund present minimal
credit risks. Additionally, with respect to the state and local tax exemption
issue, SBAM believes that the increase in yield to the Fund as a result of
investing in a broader range of money market instruments and a lower, capped
expense ratio should offset any economic impact of the loss of the tax
exemption.
Deliberations by the Board of Directors
SBAM presented the proposal for the changes in the Fund's investment
objective, policies and management agreement to the Board of Directors at a
meeting held on November 16, 1995, together with other alternatives for
addressing the asset size and expense ratio issues facing the Fund. At this
meeting, SBAM described the reasons set forth above and provided the Directors
with other information, including comparative information provided by Lipper
Analytical Services, Inc ("Lipper"). The Non-Interested Directors met
separately with their legal counsel to consider this information and deliberate
the various alternatives presented by SBAM. On the basis of the information
provided to the Board and its subsequent deliberations, the Board, including a
majority of the Non-Interested Directors, concluded that the it is in the best
<PAGE>
interests of the stockholders to restructure the Fund as a general purpose
money market fund.
Differences in Investment Policies
The following summarizes the significant differences in the Fund's
investment policies under its current objective and the policies which are
expected to be followed under its proposed objective. These policies are "non-
fundamental" as defined in the 1940 Act and therefore may be changed by the
Board of Directors of the Company without the approval of stockholders,
although as noted above, many of the policies are dictated by Rule 2a-7 under
the 1940 Act.
Currently, the Fund invests exclusively in U.S. Government and Government
agency securities. All securities purchased by the Fund are obligations of the
United States that are backed by the full faith and credit of the United States
Government as to payment of principal and interest. SBAM invests at least 65%
of the Fund's total assets in United States Treasury Bonds, notes and bills
under normal conditions. The Fund may also purchase securities issued by U.S.
Government agencies (such as the Department of Housing and Urban Development),
but only if they are backed by the full faith and credit of the United States.
Under its amended objective, the Fund will invest in high quality,
short-term U.S. dollar-denominated money market instruments which are deemed to
mature in thirteen months or less, and will be managed so that the average
portfolio maturity of all portfolio instruments (on a dollar-weighted basis)
will not exceed 90 days. Such instruments include (1) securities issued or
guaranteed by the U.S. Government or by agencies or instrumentalities thereof;
(2) obligations issued or guaranteed by U.S. and foreign banks; (3) commercial
paper; (4) corporate debt obligations, including variable rate obligations; (5)
short term credit facilities; (6) asset-backed securities and (7) other money
market instruments.
The Fund will limit its portfolio investments to securities that are
determined by SBAM to present minimal credit risks pursuant to guidelines
established by the Fund's Board of Directors and which are "Eligible
Securities" at the time of acquisition by the Fund. The term "Eligible
Securities" includes securities rated by the "Requisite NRSROs" in one of the
two highest short-term rating categories, securities of issuers that have
received such ratings with respect to other short-term debt securities and
comparable unrated securities. "Requisite NRSROs" means (a) any two nationally
recognized statistical rating organizations ("NRSROs") that have issued a
rating with respect to a security or class of debt obligations of an issuer, or
(b) one NRSRO, if only one NRSRO has issued such a rating at the time that the
Fund acquires the security. The Fund may not invest more than 5% of its total
assets in Eligible Securities that have not received the highest rating from
the Requisite NRSROs and comparable unrated securities ("Second Tier
Securities") and may not invest more than the greater of 1% of its total assets
or $1 million in the Second Tier Securities of any one issuer.
Among the other money market instruments the Fund would be permitted to
invest in are (i) high quality, short-term municipal obligations that carry
yields that are competitive with those of other types of money market
instruments in which the Fund may invest, (ii) floating and variable rate
obligations with stated maturities in excess of thirteen months upon compliance
with certain conditions contained in Rule 2a-7, in which case such obligations
will be treated, in accordance with Rule 2a-7, as having maturities not
<PAGE>
exceeding thirteen months and (iii) variable amount master demand notes. The
Fund's investments may include U.S. dollar-denominated securities of non-U.S.
issuers, including obligations of non-U.S. banks or non-U.S. branches of U.S.
banks and commercial paper and other corporate debt obligations of non-U.S.
issuers, where SBAM deems the instrument to present minimal credit risks.
Addition of Investment Limitations
The 1940 Act requires that an investment company recite its policy in
respect of concentrating investments in a particular industry or group of
industries. Under its current objective, the Fund concentrates exclusively in
U.S. government and government agency securities. However, under its amended
objective, the Fund would be permitted to invest in a more diverse array of
instruments and it would therefore be necessary for the Fund to recite a policy
regarding concentration. The Board has approved the adoption of the following
limitation as a "fundamental" policy of the Fund to take effect if stockholders
approve the Fund's amended investment objective, changeable only upon approval
of the stockholders:
"The Fund may not purchase any securities which would cause more than
25% of the value of its total assets at the time of such purchase to
be invested in securities of one or more issuers conducting their
principal business activities in the same industry, provided that
there is no limitation with respect to investment in obligations
issued or guaranteed by the U.S. government, its agencies or
instrumentalities, with respect to bank obligations or with respect
to repurchase agreements collateralized by any of such
obligations<F1>."
____________________
[FN]
<F1> The underlined portion of this limitation shall only be included if
Proposal 2 contained herein is approved.
In addition, as a "diversified" portfolio, the Fund is required to adhere
to certain diversification requirements set forth in the 1940 Act.
Accordingly, the Board has approved the adoption of the following limitation as
a "fundamental" policy of the Fund:
"The Fund may not invest more than 5% of the current value of its
total assets in the securities of any one issuer, other than
obligations issued or guaranteed by the U.S. government, its agencies
or instrumentalities; however, up to 25% of the value of the total
assets of the Fund may be invested without regard to this limitation,
so long as no more than 25% of its total assets are invested in the
securities of any one issuer."
With respect to this investment limitation and as required by Rule 2a-7,
the Fund intends (as a matter of non-fundamental policy) to limit investments
in the securities of any single issuer (other than securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities) to not
more than 5% of the Fund's total assets at the time of purchase, provided that
the Fund may invest up to 25% of its total assets in the securities of a single
issuer for a period of up to three business days.
THE DIRECTORS, INCLUDING A MAJORITY OF THE NON-INTERESTED DIRECTORS,
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSED AMENDMENT TO THE FUND'S
INVESTMENT OBJECTIVE.
<PAGE>
Required Vote
The affirmative vote of (a) 67% or more of the shares of the Fund present
at the meeting, if more than 50% of the then outstanding shares are present or
represented by proxy at the Meeting, or (b) more than 50% of the then
outstanding shares of the Fund, whichever is less, is required for approval of
the amendment of the Fund's investment objective.
Proposal 2: Amendment to the Fund's Investment Limitations
to Permit Investments in Repurchase Agreements.
The Board of Directors, including a majority of the Non-Interested
Directors, has approved an amendment to the investment limitations of the Fund
to permit the Fund to invest in repurchase agreements. Repurchase agreements
are short-term investments which SBAM anticipates would be utilized by the Fund
from time to time for cash management purposes. If stockholders do not approve
Proposal 1, then this proposal will be withdrawn from consideration by the
stockholders.
The Fund has a fundamental investment policy restricting its ability to
make loans. One exception to the policy is that the Fund may purchase and hold
debt instruments in accordance with its investment objective and policies.
Many investment companies, including money market funds, provide an additional
exception permitting them to enter into repurchase agreements, which may be
characterized as loans collateralized by the underlying securities. SBAM
believes that the Fund would benefit from having the flexibility to enter into
repurchase agreements for cash management purposes and that the Fund's current
policy unnecessarily restricts it from utilizing an investment technique
frequently available to other investment companies, including money market
funds.
Entering into repurchase agreements would involve the acquisition by the
Fund of a security, most typically a debt instrument, subject to an obligation
of the seller to repurchase, and the Fund to resell, usually not more than one
week after its purchase, the instrument at a fixed price in excess of the
Fund's purchase price, which is the Fund's return on the repurchase agreement.
The Fund will only enter into repurchase agreements with respect to securities
that could otherwise be purchased by the Fund. The Fund would require that
additional securities be deposited if the value of the securities purchased
should decrease below their resale price and the Fund would not bear the risk
of a decline in value of the underlying security unless the seller defaults
under the repurchase obligation. In the event of default by the seller under
the repurchase agreement, the Fund could experience losses and experience time
delays in connection with the disposition of the underlying security. To the
extent that, in the meantime the value of the securities that the Fund has
purchased has decreased, the Fund could experience a loss. The policies
discussed in this paragraph would be non-fundamental and could be changed by
the Board of Directors without stockholder approval.
In the event that the proposal is approved by stockholders, the Board of
Directors has adopted specific procedures, which may be modified from time to
time by the Directors, to govern the Fund's use of repurchase agreements. The
procedures will require SBAM to enter into repurchase agreements only with
dealers, banks or recognized financial institutions which, in the opinion of
SBAM, are deemed creditworthy. SBAM will monitor the value of the securities
underlying the repurchase agreement at the time the transaction is entered into
<PAGE>
and at all times during the term of the repurchase agreement to ensure that the
value of the securities always equals or exceeds the repurchase price.
As a further limitation on the Fund's ability to enter into repurchase
agreements, such agreements with maturities greater than seven days would be
considered illiquid and thus subject to the requirement that the Fund may not
invest more than 10% of its net assets in illiquid assets.
If this proposal is approved by stockholders, the relevant fundamental
investment policy as contained in the Fund's current Prospectus would be
modified as follows, with material to be added underlined:
The Fund may not:
4. make loans, except that the Fund may (a) purchase and hold debt
instruments in accordance with its investment objective and policies
and (b) enter into repurchase agreements with respect to securities
that are otherwise eligible for investment by the Fund.
THE DIRECTORS, INCLUDING A MAJORITY OF THE NON-INTERESTED DIRECTORS,
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSED AMENDMENT TO THE FUND'S
INVESTMENT LIMITATIONS TO PERMIT THE FUND TO INVEST IN REPURCHASE AGREEMENTS.
Required Vote
The affirmative vote of (a) 67% or more of the shares of the Fund present
at the meeting, if more than 50% of the then outstanding shares are present or
represented by proxy at the Meeting, or (b) more than 50% of the then
outstanding shares of the Fund, whichever is less, is required for approval of
the proposed amendment to the Fund's investment limitations.
<PAGE>
Proposal 3: Approval of an Amendment to the Management Contract
to Change the Management Fee
As part of its approval of the restructuring of the Fund as discussed in
Proposal 1 above, the Board of Directors, including a majority of the Non-
Interested Directors, approved an amendment to the terms of the Management
Contract with SBAM (the "Management Contract") to change the management fee
from .10% of the Fund's average daily net assets to .20% of average daily net
assets. The amended Management Contract is attached hereto as Exhibit A. If
stockholders do not approve Proposal 1, then this proposal will be withdrawn
from consideration by the stockholders.
Reasons for the Proposed Change
SBAM believes that the new management fee is appropriate in light of the
restructuring of the Fund's investment objective and policies as described in
Proposal 1. With a change in emphasis from a U.S. Treasury securities money
market fund to a general purpose money market fund, the Fund will be permitted
to invest in a wider variety of securities and employ additional investment
techniques. As a result, SBAM expects to devote additional time and resources
to managing the Fund.
Moreover, based on information provided by Lipper, SBAM believes that the
proposed management fee is consistent with management fees paid to advisers of
other general purpose money market funds. In addition, SBAM, as adviser to two
other open-end investment companies with investment objectives and policies
similar to those set forth in Proposal 1, earns a fee of .20% of average daily
net assets as well. Information with respect to these funds is set forth in
the following table.
<TABLE>
<CAPTION>
Management Fee
(as a percentage of Aggregate Net Assets
Name of Fund average net assets) as of December 31, 1995
---------------------- ------------------ -----------------------
<S> <C> <C>
Salomon Brothers Cash
Management Fund .20%<F1> $ 10,860,804
Salomon Brothers
New York Municipal
Money Market Fund .20% $226,548,595
____________________
<FN>
<F1> SBAM waived the management fee for the fiscal year ended December 31,
1995.
</TABLE>
Furthermore, the restructuring of the Fund as a general purpose money market
fund is intended, in part, to attract greater investment dollars to the Fund.
<PAGE>
To the extent this goal is achieved, the Fund may realize certain economies of
scale that may offset a portion of the proposed fee increase.
In connection with this proposal, it is important to note that, as
discussed in connection with Proposal 1, SBAM will impose a voluntary cap on
the total expenses of the Fund at .18% of average daily net assets (exclusive
of taxes, interest and extraordinary expenses such as litigation and
indemnification expenses) for at least the next year, and no more than .25%
thereafter. This expense cap represents a significant decrease in the current
expense ratio, which for the year ended December 31, 1995 was .65%. Therefore,
with the voluntary expense cap, the increase in management fee would not effect
an increase in the Fund's current expense ratio for so long as such cap is in
place.
For the fiscal year ended December 31, 1995, the management fee paid to
SBAM was $7,609, which reflects a waiver of $7,609 or 50% of the management
fee. Absent this waiver, the management fee would have been $15,217. If the
proposed management fee was in effect for the year, the management fee paid to
SBAM (without any waiver) would have been $30,435 or an increase of 100%. Had
the voluntary expense cap been in effect however, no management fee would have
been paid to SBAM.
The following table sets forth the unaudited expenses incurred by the Fund
for its fiscal year ended December 31, 1995 and also sets forth pro forma
expenses of the Fund assuming, in one case, that the proposed management fee
and a voluntary expense cap of .18% had been in effect during this period and
in the other case, that the proposed management fee and a voluntary expense cap
of .25% had been effect during this period.
Annual Fund Operating Expenses
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
Actual Pro Forma<F3> Pro Forma<F4>
---------- -------------- -------------
<S> <C> <C> <C>
Management fee (after waiver or voluntary
expense cap) .05%<F2> .00% .00%
Other expenses<F1> .60% .18% .25%
------ ----- ------
Total Fund operating expenses
(After waiver or voluntary expense cap) .65%<F2> .18% .25%
====== ====== =======
____________________
<FN>
<F1> Other Expenses includes fees for administration, shareholder services,
custodial and transfer agency fees, legal and accounting fees, printing
costs and registration fees.
<F2> Reflects the voluntary partial waiver by SBAM of the management fee for
the fiscal year ended December 31, 1995. Absent such waiver, the ratio
of management fee and total Fund operating expenses to average daily net
assets would be .10% and .70%, respectively.
<PAGE>
<F3> Reflects a voluntary expense cap of .18% of average daily net assets of
the Fund. Absent such expense cap, the ratio of pro forma management
fee and total Fund operating expenses to average daily net assets would
be .20% and .80%, respectively.
<F4> Reflects a voluntary expense cap of .25% of average daily net assets of
the Fund. Absent such expense cap, the ratio of pro forma management
fee and total Fund operating expenses would be .20% and .80%,
respectively.
</TABLE>
<TABLE>
<CAPTION>
Example 1 year 3 years 5 years 10 years
- ------------------------------------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C>
You would pay the following expenses on
a $1,000 investment, assuming (i) a
5% annual return, (ii) total annual
operating expenses as shown in the
fee table set out above and (iii)
redemption at the end of each time
period:
Current Agreement . . . . . . . . . . . $7 $21 $36 $81
Pro Forma<F1> . . . . . . . . . . . . . $2 $ 6 $10 $23
Pro Forma<F2> . . . . . . . . . . . . . $3 $ 8 $14 $32
____________________
<FN>
<F1> Reflects a voluntary expense cap of .18% of average daily net assets of
the Fund. Without such voluntary expense cap, under the assumptions set
forth in the example above, the expenses on a $1,000 investment in the
Fund at the end of one, three, five and ten years would have been $8,
$26, $44 and $99. SBAM does not anticipate that it will waive its fees
or reimburse expenses in the current fiscal year, except to the extent
necessary to comply with the voluntary expense cap.
<F2> Reflects a voluntary expense cap of .25% of average daily net assets of
the Fund. Without such voluntary expense cap, under the assumptions set
forth in the example above, the expenses on a $1,000 investment in the
Fund at the end of one, three, five and ten years would have been $8,
$26, $44 and $99.
</TABLE>
The purpose of the foregoing table is to assist an investor in understanding
the various costs and expenses that an investor in the Fund will incur either
directly or indirectly as a shareholder in the Fund. The example should not be
considered a representation of past or future expenses or rates of return.
Actual expenses may be higher or lower than the amounts shown in the fee table.
Moreover, while the example assumes a 5% return, the Fund's performance will
vary and may result in a return greater or less than 5%.
<PAGE>
Deliberations by the Board of Directors
As stated above in connection with Proposal 1, at the meeting held on
November 16, 1995 SBAM presented to the Board a proposal to restructure the
Fund as a general purpose money market fund and to amend the Management
Contract to change the fee from .10% of average daily net assets to .20% of
average daily net assets. SBAM presented the reasons and factors set forth
above and as noted, presented the Board with information provided by Lipper.
The Non-Interested Directors, in consultation with their independent legal
counsel, considered this information and the reasons and factors set forth
above. In addition, the Board considered other factors, such as the nature,
quality and extent of services furnished by SBAM, the performance record of the
Fund and the financial resources of SBAM. As a result of its review of the
above reasons and factors, the Board of Directors has determined that the
proposed amendment to the Management Contract to increase the management fee is
fair and reasonable.
If the shareholders do not approve this proposal, then the current fee
schedule will remain in effect. The amendment, if approved, is expected to be
implemented at the time the Fund commences investing in accordance with its
proposed new objective and policies.
Terms of the Management Contract
The Management Contract provides that SBAM will manage the operations of
the Fund, subject to policies established by the Board of Directors. Pursuant
to the Management Contract, SBAM manages the Fund's investment portfolio,
directs purchases and sales of the Fund's portfolio securities and reports
thereon to the Fund's officers and directors regularly. SBAM also furnishes
office space and certain facilities reasonably necessary for the performance of
its services under the Management Contract, and provides the office space,
facilities, equipment and personnel necessary to perform the following services
for the Fund: SEC compliance, including record keeping, reporting requirements
and registration statements and proxies; coordination of functions of
administrator, transfer agent, custodian, accountants and counsel and other
parties performing services or operational functions for the Fund, certain
administrative and clerical services, including certain accounting services,
facilitation of redemption requests, exchange privileges, and account
adjustments, development of new shareholder services and maintenance of certain
books and records; and certain services to the Fund's shareholders, including
assuring that investments and redemptions are completed efficiently, responding
to shareholder inquiries and maintaining a flow of information to shareholders.
In addition, SBAM pays the compensation of the Company's officers, employees
and directors affiliated with SBAM. The Company bears all other costs of the
Fund's operations, including the compensation of its directors not affiliated
with SBAM. For its services under the Management Contract, SBAM currently is
entitled to receive from the Fund a management fee payable monthly at an annual
rate of .10% of the Fund's average daily net assets.
The Management Contract was initially approved by the Board of Directors
on November 29, 1990, by the Fund's sole shareholder, SBAM, on December 7, 1990
and ratified by shareholders on September 20, 1991. The Board most recently
approved continuation of the contract on November 16, 1995. The Management
Contract provides that it will continue automatically for successive annual
periods provided that such continuance is approved at least annually by the
Company's Board of Directors or by a vote of a majority of the outstanding
shares of the Fund (as defined in the 1940 Act) and, in either case, by a
<PAGE>
majority of the directors who are not parties to the contract or interested
persons (as defined in the 1940 Act) of any party by votes cast in person at a
meeting called for such purpose. The Management Contract may be terminated by
the Company or SBAM on sixty days' written notice, and will terminate
immediately in the event of its assignment.
If expenses borne by the Fund in any fiscal year exceed expense
limitations imposed by applicable state securities regulations, SBAM, in its
capacity as investment manager, will reimburse the Company for any such excess
to the extent required by such regulations up to the amount of the fees payable
to it. California is the only state which currently imposes such an expense
limitation. The limitation is 2.5% of the first $30 million of the average net
assets, 2.0% of the next $70 million of the average net-assets and 1.5% of the
remaining average net assets. Such reimbursement, if any, will be estimated
and paid on a monthly basis.
Information about SBAM
The names, positions with SBAM and principal occupations of each executive
officer and director of SBAM are set forth in the following table. The
business address of each officer and director is c/o SBAM Seven World Trade
Center, New York, New York 10048, except for Mr. Gadkari, whose address is c/o
Salomon Brothers Asset Management Limited, Victoria Plaza, 111 Buckingham
Palace Road, London, England SW1W OSB.
Position with SBAM and
Name Principal Occupation
- ----------------------------- ------------------------------------------
Thomas W. Brock Chairman and Chief Executive
Officer of SBAM and Managing
Director of Salomon Brothers Inc
Michael S. Hyland President and Member of Board of
(President of the Company) Directors of SBAM and Managing
Director of Salomon Brothers Inc
Rodney B. Berens Member of Board of Directors of SBAM and
Managing Director of Salomon Brothers Inc
Vilas Gadkari Member of Board of Directors of SBAM and
Managing Director of Salomon Brothers Inc
James J. Lee Vice President of SBAM
Richard J. Carbone Treasurer of SBAM and Managing
Director of Salomon Brothers Inc
Zachary Snow Secretary of SBAM and Managing
Director and Counsel of Salomon
Brothers Inc
SBAM is an indirect wholly-owned subsidiary of Salomon Brothers Holding
Company Inc ("SBHC"), which is in turn wholly owned by Salomon Inc ("SI"), a
public reporting company. SBHC and SI are located at Seven World Trade Center,
New York, New York 10048.
<PAGE>
The following table lists the officers of the Company, in addition to Mr.
Hyland, who are also officers of SBAM.
Name Position with the Fund Position with SBAM
- ---------------------- ------------------------------- ---------------------
Steven Guterman Executive Vice President Managing Director
Nancy A. Noyes Vice President Director
Peter J. Wilby Executive Vice President Managing Director
Richard E. Dahlberg Executive Vice President Managing Director
Lawrence H. Kaplan Executive Vice President and
General Counsel Chief Counsel
Alan Mandel Treasurer Vice President
Tana Tselepis Secretary Vice President
Jennifer Muzzey Assistant Secretary Employee
THE DIRECTORS, INCLUDING A MAJORITY OF THE NON-INTERESTED DIRECTORS,
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSED AMENDMENT TO THE
MANAGEMENT CONTRACT.
Required Vote
The affirmative vote of (a) 67% or more of the shares of the Fund present
at the meeting, if more than 50% of the then outstanding shares are present or
represented by proxy at the Meeting, or (b) more than 50% of the then
outstanding shares of the Fund, whichever is less, is required for approval of
the amendment to the Management Contract.
Other Business
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
Other Information
As of February 2, 1996, no stockholder owned of record or, to the
knowledge of the Fund, beneficially owned more than 5% of the outstanding
shares of the Fund. No officer or Director of the Fund owns any shares of the
Fund. Certain officers of the Fund own shares of SI. Such officers own, in
the aggregate, less than 1% of the outstanding shares of SI.
Investors Bank & Trust Company, located at 89 South Street, Boston,
Massachusetts 02111, acts as the Fund's administrator.
Proposals to be Submitted by Stockholders
The Fund does not generally hold an Annual Meeting of Stockholders.
Stockholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent stockholders' meeting should send their written proposals to the
Secretary of the Company at the address set forth on the cover of the proxy
statement.
<PAGE>
Expenses of Proxy Solicitation
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by SBAM. Proxies may also be
solicited personally by officers of the Company and by regular employees of
SBAM or its affiliates, or other representatives of the Fund or by telephone or
telegraph, in addition to the use of the mails. Brokerage houses, banks and
other fiduciaries may be requested to forward proxy solicitation material to
their principals to obtain authorization for the execution of proxies, and they
will be reimbursed by the Fund for out-of-pocket expenses incurred in this
connection.
February 22, 1996<PAGE>
Exhibit A
AMENDED MANAGEMENT CONTRACT
SALOMON BROTHERS SERIES FUNDS INC
Seven World Trade Center
New York, New York 10048
December 7, 1990, as amended
________________, 1996
Salomon Brothers Asset Management Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Company") and you (the "Investment Manager") as follows:
1. The Company is an open-end investment company. The Company
proposes to engage in the business of investing and reinvesting the assets of
Salomon Brothers Institutional Money Market Fund (the "Fund") in the manner and
in accordance with the investment objective and limitations specified in the
Company's Articles of Incorporation, as amended (the "Articles") and the
currently effective prospectus, including the documents incorporated by
reference therein (the "Prospectus"), relating to the Company and the Fund,
included in the Company's Registration Statement, as amended from time to time
(the "Registration Statement"), filed by the Company under the Investment
Company Act of 1940, as amended (the "1940 Act"), and the Securities Act of
1933, as amended. Copies of the documents referred to in the preceding
sentence have been furnished to the Investment Manager. Any amendments to
these documents shall be furnished to the Investment Manager.
2. The Company employs the Investment Manager to (a) make
investment strategy decisions for the Fund, (b) manage the investing and
reinvesting of the Fund's assets as specified in paragraph 1, (c) place
purchase and sale orders on behalf of the Fund, and (d) provide continuous
supervision of the Fund's investment portfolio.
3. (a) The Investment Manager shall, at its expense, (i) provide
the Fund with office space, office facilities and personnel reasonably
necessary for performance of the services to be provided by the Investment
Manager pursuant to this Agreement, and (ii) provide the Fund with persons
satisfactory to the Company's Board of Directors to serve as officers and
employees of the Fund, and (iii) provide the office space, facilities,
equipment and personnel necessary to perform the following services for the
<PAGE>
Fund: (A) SEC compliance, including record keeping, reporting requirements and
registration statements and proxies; (B) supervision of Fund operations,
including coordination of functions of administrator, transfer agent,
custodian, accountants, counsel and other parties performing services or
operational functions for the Fund; (c) certain administrative and clerical
services, including certain accounting services, facilitation of redemption
requests, exchange privileges, and account adjustments, development of new
shareholder services and maintenance of certain books and records; and (D)
certain services to the Fund's shareholders, including assuring that
investments and redemptions are handled efficiently, responding to shareholder
inquiries and maintaining a flow of information to shareholders.
(b) Except as provided in subparagraph (a), the Company shall be
responsible for all of the Fund's expenses and liabilities, including
organizational expenses; taxes; interest; fees (including fees paid to its
directors who are not affiliated with the Investment Manager or any of its
affiliates); fees payable to the Securities and Exchange Commission; state
securities qualification fees; costs of preparing and printing prospectuses for
regulatory purposes and for distribution to existing shareholders; advisory and
administration fees; charges of the custodian and transfer agent; insurance
premiums; auditing and legal expenses; costs of shareholders' reports and
shareholders meetings; any extraordinary expenses; and brokerage fees and
commissions, if any, in connection with the purchase or sale of portfolio
securities.
4. As manager of the Fund's assets, the Investment
Manager shall make investments for the Fund's account in accordance with the
investment objective and limitations set forth in the Articles, the Prospectus,
the 1940 Act, the provisions of the Internal Revenue Code relating to regulated
investment companies, applicable banking laws and regulations, and policy
decisions adopted by the Company's Board of Directors from time to time. The
Investment Manager shall advise the Company's officers and Board of Directors,
at such times as the Company's Board of Directors may specify, of investments
made for the Fund's account and shall, when requested by the Company's officers
or Board of Directors, supply the reasons for making such investments.
5. The Investment Manager is authorized on behalf of the Company,
from time to time when deemed to be in the best interests of the Company and to
the extent permitted by applicable law, to purchase and/or sell securities in
which the Investment Manager or any of its affiliates underwrites, deals in
and/or makes a market and/or may perform or seek to perform investment banking
services for issuers of such securities. The Investment Manager is further
authorized, to the extent permitted by applicable law, to select brokers for
the execution of trades for the Company, which broker may be an affiliate of
the Investment Manager, provided that the best competitive execution price is
obtained at the time of the trade execution.
6. In consideration of the Investment Manager's undertaking to
render the services described in this agreement, the Company agrees that the
Investment Manager shall not be liable under this agreement for any error of
judgment or mistake of law or for any loss suffered by the Company in
connection with the performance of this agreement, provided that nothing in
this agreement shall be deemed to protect or purport to protect the Investment
Manager against any liability to the Company or its stockholders to which the
Investment Manager would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the Investment Manager's
<PAGE>
duties under this agreement or by reason of the Investment Manager's reckless
disregard of its obligations and duties hereunder.
7. In consideration of the services to be rendered by the
Investment Manager under this agreement, the Company shall pay the Investment
Manager a monthly fee on the first Business Day (as defined in the Prospectus)
of each month at an annual rate of 0.20% of the average daily value (as
determined on the days and at the time set forth in the Prospectus for
determining net asset value per share) of the Fund's net assets during the
preceding month. If the fee payable to the Investment Manager pursuant to this
paragraph 7 begins to accrue before the end of any month or if this agreement
terminates before the end of any month, the fee for the period from such date
to the end of such month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the proportion
which such period bears to the full month in which such effectiveness or
termination occurs. For purposes of calculating each such monthly fee, the
value of the Fund's net assets shall be computed in the manner specified in the
Prospectus and the Articles for the computation of the value of the Fund's net
assets in connection with the determination of the net asset value of shares of
the Fund's capital stock.
8. If the aggregate expenses incurred by, or allocated to, the Fund
in any fiscal year shall exceed the expense limitations applicable to the Fund
imposed by state securities laws or regulations thereunder, as such limitations
may be raised or lowered from time to time, the Investment Manager shall
reimburse the Fund for such excess. The Investment Manager's reimbursement
obligation will be limited to the amount of fees it received under this
agreement during the period in which such expense limitations were exceeded,
unless otherwise required by applicable laws or regulations. With respect to
portions of a fiscal year in which this contract shall be in effect, the
foregoing limitations shall be prorated according to the proportion which that
portion of the fiscal year bears to the full fiscal year. Any payments
required to be made by this paragraph 8 shall be made once a year promptly
after the end of the Company's fiscal year.
9. This agreement shall continue in effect until two years from the
date hereof and thereafter for successive annual periods, provided that such
continuance is specifically approved at least annually (a) by the vote of a
majority of the Fund's outstanding voting securities (as defined in the 1940
Act) or by the Company's Board of Directors and (b) by the vote, cast in person
at a meeting called for the purpose, of a majority of the Company's directors
who are not parties to this agreement or "interested persons" (as defined in
the 1940 Act) of any such party. This agreement may be terminated at any time,
without the payment of any penalty, by a vote of a majority of the Fund's
outstanding voting securities (as defined in the 1940 Act) or by a vote of a
majority of the Company's entire Board of Directors on 60 days' written notice
to the Investment Manager or by the Investment Manager on 60 days' written
notice to the Company. This agreement shall terminate automatically in the
event of its assignment (as defined in the 1940 Act).
10. Upon expiration or earlier termination of this agreement, the
Company shall, if reference to "Salomon Brothers" is made in the corporate name
of the Company or in the name of the Fund and if the Investment Manager
requests in writing, as promptly as practicable change its corporate name and
the name of the Fund so as to eliminate all reference to "Salomon Brothers",
and thereafter the Company and the Fund shall cease transacting business in any
<PAGE>
corporate name using the words "Salomon Brothers" or any other reference to the
Investment Manager or "Salomon Brothers". The foregoing rights of the
Investment Manager and obligations of the Company shall not deprive the
Investment Manager, or any affiliate thereof which has "Salomon Brothers" in
its name, of, but shall be in addition to, any other rights or remedies to
which the Investment Manager and any such affiliate may be entitled in law or
equity by reason of any breach of this agreement by the Company, and the
failure or omission of the Investment Manager to request a change of the
Company's or the Fund's name or a cessation of the use of the name of "Salomon
Brothers" as described in this paragraph 10 shall not under any circumstances
be deemed a waiver of the right to require such change or cessation at any time
thereafter for the same or any subsequent breach.
11. Except to the extent necessary to perform the Investment
Manager's obligations under this agreement, nothing herein shall be deemed to
limit or restrict the right of the Investment Manager, or any affiliate of the
Investment Manager, or any employee of the Investment Manager, to engage in any
other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual or
association.
12. This Agreement shall be governed by the laws of the State of
Maryland.
If the foregoing correctly sets forth the agreement between the
Company and the Investment Manager, please so indicate by signing and returning
to the Company the enclosed copy hereof.
Very truly yours,
SALOMON BROTHERS SERIES FUNDS INC
By: _____________________________
Michael S. Hyland
President
ACCEPTED:
SALOMON BROTHERS ASSET MANAGEMENT INC
By: _________________________________
Name:
Title:
<PAGE>
SALOMON BROTHERS SERIES FUNDS INC
SALOMON BROTHERS U.S. TREASURY SECURITIES MONEY MARKET FUND
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Lawrence H. Kaplan, Alan M. Mandel and
Tana E. Tselepis, and each of them, attorneys and proxies for the
undersigned, with full power of substitution and revocation to represent the
undersigned and to vote on behalf of the undersigned all shares of the
Salomon Brothers U.S. Treasury Securities Money Market Fund (the "Fund")
which the undersigned is entitled to vote at a Special Meeting of
Stockholders of the Fund to be held at Seven World Trade Center, New York,
New York on March 26, 1996, and at any adjournment thereof. The undersigned
hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy
Statement and hereby instructs said attorneys and proxies to vote said shares
as indicated hereon. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Meeting. A majority
of the proxies present and acting at the Meeting in person or by substitute
(or, if only one shall be so present, then that one) shall have and may
exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed
by the shareholder.
If no direction is made to the contrary, this proxy will be voted FOR
proposals 1, 2 and 3.
Please refer to the Proxy Statement for a discussion of the Proposals.
Please Sign and Date on Reverse Side and Mail
in Accompanying Postpaid Envelope.
SALOMON BROTHERS SERIES FUNDS INC
SEVEN WORLD TRADE CENTER
NEW YORK, N.Y. 10048
<PAGE>
______________
| |
|______________|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3.
1. Approval of an amendment to the 2. Approval of an amendment to the
investment objective of Salomon investment limitations of the
Brothers U.S. Treasury Securities Fund to permit the Fund to invest
Money Market Fund's (the "Fund") in repurchase agreements.
to permit the Fund to operate as
a general purpose money market FOR |__|
fund. AGAINST |__|
ABSTAIN |__|
FOR |__|
AGAINST |__|
ABSTAIN |__|
3. Approval of an amendment to the 4. Any other business that may
management contract with the properly come before the meeting.
Fund's investment manager,
Salomon Brothers Asset Management
Inc, to change the management
fee.
FOR |__|
AGAINST |__|
ABSTAIN |__|
Change of Address and
or Comments Mark Here |__|
Note: Please sign exactly
as your name appears on this
Proxy. If joint owners,
EITHER may sign this proxy.
When signing as attorney,
executor, administrator,
trustee, guardian or
corporate officer, please
give your full title.
Date _______________, 1996
____________________________
____________________________
Signature(s), Title(s),
if applicable
Please Mark, Sign, Date and return this Votes MUST be indicated
Proxy Promptly Using the Enclosed Envelope. (X) in Black or Blue ink.
