SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by 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 Sec. 240.14a-11(c) or
Sec. 240.14a-12
PREFERRED INCOME FUND INCORPORATED
(Name of Registrant as Specified In Its Charter)
CHRISTINE P. RITCH
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box.)
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2)
[ ] $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 transactions
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:*
4) Proposed maximum aggregate value of transaction:
*Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identity 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:
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by 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 Sec. 240.14a-11(c) or
Sec. 240.14a-12
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
(Name of Registrant as Specified In Its Charter)
CHRISTINE P. RITCH
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box.)
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2)
[ ] $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 transactions
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:*
4) Proposed maximum aggregate value of transaction:
*Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identity 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:
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by 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 Sec. 240.14a-11(c) or
Sec. 240.14a-12
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
(Name of Registrant as Specified In Its Charter)
CHRISTINE P. RITCH
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box.)
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2)
[ ] $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 transactions
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:*
4) Proposed maximum aggregate value of transaction:
*Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identity 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:
PREFERRED INCOME FUND INCORPORATED
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
301 E. Colorado Boulevard, Suite 720
Pasadena, California 91101
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held on July 19, 1996
To the Shareholders:
Notice is hereby given that the Annual Meetings of
Shareholders of Preferred Income Fund Incorporated, Preferred
Income Opportunity Fund Incorporated and Preferred Income
Management Fund Incorporated (each a "Fund" and collectively
the "Funds"), each a Maryland corporation, will be held at
the offices of Willkie Farr & Gallagher, One Citicorp Center,
153 East 53rd Street, 47th Floor, New York, New York 10022 at
8:30 a.m., on July 19, 1996, for the following purposes:
1. To elect Directors of each Fund (Proposal 1).
2. To ratify the selection of Coopers & Lybrand L.L.P. as
independent accountants for each Fund for the fiscal year
ending November 30, 1996 (Proposal 2).
3. To transact such other business as may properly come
before the Meetings or any adjournments thereof.
The Board of Directors of each Fund has fixed the close
of business on May 23, 1996 as the record date for the
determination of shareholders of the Funds entitled to notice
of and to vote at the Annual Meetings.
By Order of the Board of
Directors,
DONALD F. CRUMRINE
Secretary
June 3, 1996
SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH
YOU OWN SHARES. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE
ANNUAL MEETINGS ARE REQUESTED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD OR CARDS 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.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards
may be of assistance to you and may avoid the time and
expense to the Fund(s) involved in validating your vote
if you fail to sign your proxy card(s) properly.
1. Individual Accounts: Sign your name exactly
as it appears in the registration on the proxy card(s).
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., 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.,
John B. Smith
f/b/o John B.
Smith, Jr. UGMA
(2) John B. Smith
John B. Smith,
Jr., Executor
PREFERRED INCOME FUND INCORPORATED
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
301 E. Colorado Boulevard, Suite 720
Pasadena, California 91101
ANNUAL MEETINGS OF SHAREHOLDERS
July 19, 1996
JOINT PROXY STATEMENT
This document is a joint proxy statement ("Joint
Proxy Statement") for Preferred Income Fund Incorporated
("Preferred Income Fund" or "PFD"), Preferred Income
Opportunity Fund Incorporated ("Preferred Income
Opportunity Fund" or "PFO") and Preferred Income
Management Fund Incorporated ("Preferred Income
Management Fund" or "PFM") (each a "Fund" and
collectively the "Funds"). This Joint Proxy Statement is
furnished in connection with the solicitation of proxies
by each respective Fund's Board of Directors (each a
"Board" and collectively, the "Boards") for use at the
Annual Meeting of Shareholders of each Fund to be held on
July 19, 1996, at 8:30 a.m., at the offices of Willkie
Farr & Gallagher, One Citicorp Center, 153 East 53rd
Street, 47th Floor, New York, New York 10022 and at any
adjournments thereof (each a "Meeting" and collectively,
the "Meetings"). A Notice of Annual Meetings of
Shareholders and proxy card for each Fund of which you
are a shareholder accompany this Joint Proxy Statement.
Proxy solicitations will be made, beginning on or about
June 3, 1996, primarily by mail, but proxy solicitations
may also be made by telephone, telegraph or personal
interviews conducted by officers and employees of the
Funds; Flaherty & Crumrine Incorporated ("Flaherty &
Crumrine"), the investment adviser of each Fund; and
First Data Investor Services Group, Inc. ("FDISG"), the
transfer agent and administrator of each Fund and a
wholly-owned subsidiary of First Data Corporation. The
costs of proxy solicitation and expenses incurred in
connection with the preparation of this Joint Proxy
Statement and its enclosures will be paid by the Funds in
proportion to each Fund's net assets. Each Fund also
will reimburse brokerage firms and others for their
expenses in forwarding solicitation material to the
beneficial owners of its shares. The Annual Report of
each Fund, including audited financial statements for the
fiscal year ended November 30, 1995, is available upon
request, without charge, by writing FDISG, P.O. Box 1376,
Boston, Massachusetts 02104, or calling 1-800-331-1710.
If the enclosed proxy is properly executed and
returned in time to be voted at the relevant Meeting, the
Shares (as defined below) represented thereby will be
voted in accordance with the
- -1-
instructions marked thereon. Unless instructions to the
contrary are marked thereon, a proxy will be voted FOR
the election of the nominees for Director and FOR the
other matters listed in the accompanying Notice of Annual
Meetings of Shareholders. Any shareholder who has given
a proxy has the right to revoke it at any time prior to
its exercise either by attending the relevant Meeting and
voting his or her Shares in person or by submitting a
letter of revocation or a later-dated proxy to the
appropriate Fund at the above address prior to the date
of the Meeting.
In the event that a quorum is not present at a
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.
If a quorum is present, the persons named as proxies will
vote those proxies which they are entitled to vote FOR
any proposal in favor of such an adjournment and will
vote those proxies required to be voted AGAINST any
proposal against any such adjournment. A shareholder
vote may be taken on one or more of the proposals in the
Joint Proxy Statement prior to any such adjournment if
sufficient votes have been received for approval. Under
the By-Laws of each Fund, a quorum is constituted by the
presence in person or by proxy of the holders of a
majority of the outstanding shares of the Fund entitled
to vote at the Meeting. If a proposal is to be voted
upon by only one class of a Fund's shares, a quorum of
that class of shares must be present at the Meeting in
order for the proposal to be considered.
All Funds have two classes of capital stock:
common stock, par value $0.01 per share (the "Common
Stock"); and Money Market Cumulative PreferredTM Stock,
par value $0.01 per share ("MMP"; together with the
Common Stock, the "Shares"). On the record date, May 23,
1996, the following number of Shares of each Fund were
issued and outstanding:
Common Stock MMP
Name of Fund Outstanding Outstanding
Preferred Income Fund 9,838,571 575
Preferred Income Opportunity Fund 11,151,287 700
Preferred Income Management Fund 9,416,743 775
As of May 23, 1996, to the knowledge of each Fund
and its Board, no single shareholder or "group," as that
term is used in Section 13(d) of the Securities Exchange
Act of 1934 (the "1934 Act"), beneficially owned more
than 5% of the Fund's outstanding Shares. Information as
to beneficial ownership is based on reports filed with
the Securities and Exchange Commission (the "SEC") by
such holders. As of May 23, 1996, Cede & Co., a nominee
partnership of Depository Trust Company, held
- -2-
9,156,573 Shares or 93.1% of Shares of Preferred Income
Fund outstanding, 10,528,407 Shares or 94.4% of Shares of
Preferred Income Opportunity Fund outstanding, and
8,840,422 Shares or 93.4% of Preferred Income Management
Fund outstanding.
This Joint Proxy Statement is being used in order
to reduce the preparation, printing, handling and postage
expenses that would result from the use of a separate
proxy statement for each Fund. Other than as described
below under Proposal 1, shareholders of each Fund will
vote as a single class and will vote separately on each
proposal on which shareholders of that Fund are entitled
to vote. Separate proxy cards are enclosed for each Fund
in which a shareholder is a record owner of Shares.
Thus, if a proposal is approved by shareholders of one
Fund and disapproved by shareholders of any other Fund,
the proposal will be implemented for the Fund that
approved the proposal and will not be implemented for any
Fund that did not approve the proposal. It is therefore
essential that shareholders complete, date and sign each
enclosed proxy card. Shareholders of each Fund will vote
on all proposals pertaining to that Fund.
In order that your Shares may be represented at the
Meetings, you are requested to vote on the following
matters:
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Meetings
is the election of Directors of the Funds.
Each nominee has consented to serve as a Director
if elected at the relevant Meeting. If a designated
nominee declines or otherwise becomes unavailable for
election, however, the proxy confers discretionary power
on the persons named therein to vote in favor of a
substitute nominee or nominees.
The Board of each Fund is divided into three
classes, each class having a term of three years. Each
year the term of office of one class expires and the
successor or successors elected to such class serve for a
three-year term. The classes of Directors are the same
for each Fund and are indicated below:
Class I Director Class II Directors
Martin Brody Donald F. Crumrine
Robert F. Wulf
Class III Directors
Robert T. Flaherty
Morgan Gust
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Class I Directors of Preferred Income Fund, Class
III Directors of Preferred Income Opportunity Fund and
the Class II Directors of Preferred Income Management
Fund, each of whose current term expires on the date of
the Meetings, have been nominated for a three-year term
to expire at each Fund's 1999 Annual Meeting of
Shareholders and until their successors are duly elected
and qualified. The Class II Directors of Preferred
Income Fund, Class I Directors of Preferred Income
Opportunity Fund and Class III Directors of Preferred
Income Management Fund serve until each Fund's Annual
Meeting of Shareholders in 1997 and Class III Directors
of Preferred Income Fund, the Class II Directors of
Preferred Income Opportunity Fund and Class I Directors
of Preferred Income Management Fund serve until each
Fund's Annual Meeting of Shareholders in 1998. Each
Director has served in such capacity since each Fund's
commencement of operations.
Under each Fund's Articles of Incorporation,
Articles Supplementary and the Investment Company Act of
1940, as amended (the "1940 Act"), holders of Shares of
MMP, voting as a single class, will be entitled to elect
two Directors, and holders of the Common Stock will be
entitled to elect the remaining Directors, subject to the
provisions of the 1940 Act and the Fund's Articles of
Incorporation, which permit the holders of Shares of MMP
to elect the minimum number of additional Directors that
when combined with the two Directors elected by the
holders of Shares of MMP would give the holders of
Shares of MMP a majority of the Directors when dividends
are in arrears for two full years. Donald F. Crumrine
and Morgan Gust currently represent holders of Shares of
MMP of each Fund. A quorum of the MMP shareholders of
a Fund must be present at the Meeting of that Fund in
order for Proposal 1 as it relates to Mr. Crumrine or Mr.
Gust to be considered.
No Director or officer owned any shares of MMP on
May 23, 1996. Each Director serves in the same capacity
for each Fund. As of the Record Date, the officers and
Directors of each Fund as a group beneficially owned less
than 1% of the Shares of that Fund. "Beneficial
Ownership" is defined under Section 13(d) of the 1934
Act. Set forth in the following table are the existing
Directors and nominees for election to the Board of
Directors of the Funds, together with certain other
information:
Name, Business Common Stock
Address and Experience Beneficially
Age During Owned on May
the Past Five 23, 1996
Years
Class I
Director
Martin Director of the 917 Shares of PFD
Brody Funds; Director 711 Shares of PFO
Three ADP of 0 Shares of PFM
Boulevard Jaclyn, Inc.,
Roseland Director of
NJ 07068 several other
Age: 73 investment
companies.
- -4
Class II
Directors
Donald F. Director, Chief 10,304 Shares of PFD
Crumrine* Financial 12,389 Shares of PFO
301 E. Officer, 8,169 Shares of PFM
Colorado Chief
Boulevard Accounting
Suite 720 Officer, Vice
Pasadena, President and
CA 91101 Secretary of
Age: 48 the Funds; Vice
President and a
Director,
Flaherty &
Crumrine.
Robert F. Director of the 1,224 Shares of PFD
Wulf Funds; since 1,000 Shares of PFO
3466 Cherokee March 1984, 1,006 Shares of PFM
Drive South Financial
Salem, OR 97301 Consultant
Age: 59
.
Class III
Directors
Robert T. Director, 9,269 Shares of PFD
Flaherty* Chairman of the 11,103 Shares of PFO
301 E. Colorado Board, President 9,169 Shares of PFM
Boulevard Suite 720 and Chief Executive
Pasadena, CA 91101 Officer if the Funds;
Age 58 President and Director,
Flaherty &
Crumrine.
Morgan Gust Director of the 1,238 Shares of PFD
Giant Industries, Funds; since 1,352 Shares of PFO
Inc. August 1990, 1,212 Shares of PFM
23733 N. Vice President,
Scottsdale Road General
Scottsdale, AZ Counsel and
85255 Corporate
Age: 49 Secretary,
and since 1992,
also Vice
President-
Administration,
Giant
Industries,
Inc.
* "Interested person" of the Fund as defined in the
1940 Act.
7,169 Shares of PFD, 8,603 Shares of PFO and 7,169
Shares of PFM are held by Flaherty & Crumrine of which
the reporting person is a shareholder and director and,
therefore, is deemed to have an indirect beneficial
interest in the respective share amounts.
- -5-
Each Director of each Fund who is not a director,
officer or employee of Flaherty & Crumrine or any of
their affiliates receives a fee of $9,000 per annum plus
$500 for each in-person meeting, and $100 for each
telephone meeting. Each Director of each Fund is
reimbursed for travel and out-of-pocket expenses
associated with attending Board and committee meetings.
The Board of Directors of each Fund held 7 meetings (3 of
which were held by telephone conference call) during the
fiscal year ended November 30, 1995, and all of the
Directors of each Fund attended in-person at least 75% of
the meetings. The aggregate remuneration paid to the
Directors of each Fund for the fiscal year ended November
30, 1995, amounted to $41,088, $41,088 and $40,788 for
PFD, PFO and PFM, respectively (including reimbursement
for travel and out-of-pocket expenses for both
"interested" and "non-interested" Directors).
Each Board of Directors has an Audit Committee
consisting of all of the Directors who are not
"interested persons" (as defined in the 1940 Act) of the
Fund. The Audit Committee reviews the scope and results
of each Fund's annual audit with the Fund's independent
accountants and recommends the engagement of such
accountants. Each Audit Committee met twice during the
fiscal year ended November 30, 1995.
The names of the officers of each Fund (other than
Messrs. Flaherty and Crumrine who are described above)
are listed in the table below. Each officer was first
elected to office at the organization of each Fund. This
table also shows certain additional information. Each
officer will hold such office until a successor has been
elected by the Board of Directors of a Fund.
Name Positions Held Principal
Within each Fund Occupations and
Other
Affiliations
During
The Past Five
Years
Robert Vice President Vice President
M. and Assistant and Director,
Ettinger Treasurer Flaherty &
Age: 37 Crumrine
Peter C. Vice President, Vice President,
Stimes Treasurer and Flaherty &
Age: 40 Assistant Crumrine
Secretary
Section 16(a) of the 1934 Act requires each Fund's
officers and directors, and persons who beneficially own
more than ten percent of the Fund's Common Stock, to file
reports of ownership with the Securities and Exchange
Commission (the "SEC"), the New York Stock Exchange, Inc.
and the Fund. Based solely upon its review of the copies
of such forms received by it and written representations
from certain of such persons, each Fund believes that
during 1995, all filing requirements applicable to such
persons were met.
- -6-
The following table sets forth certain information
regarding the compensation of each Fund's Directors
during the fiscal year ended November 30, 1995. No
executive officer or person affiliated with the Fund
received compensation from the Fund during the fiscal
year ended November 30, 1995 in excess of $60,000.
Directors of the Funds do not receive pension or
retirement benefits from the Funds.
COMPENSATION TABLE
Name of Aggregate Total
Person and Compensation Compensation
Position from each Fund From the Fund and
Fund Complex
Paid to
Directors*
Robert T. $0 $0 (3)
Flaherty
Director,
Chairman
of the
Board,
President
and
Chief
Executive
Officer
Donald F. $0 $0 (3)
Crumrine
Director,
Chief
Financial
Officer,
Chief
Accounting
Officer,
Vice
President
and
Secretary
Martin $11,700 PFD $35,000 (3)
Brody $11,700 PFO
Director $11,600 PFM
Morgan $12,300 PFD $36,800 (3)
Gust $12,300 PFO
Director $12,200 PFM
Robert F. $12,300 PFD $36,800 (3)
Wulf $12,300 PFO
Director $12,200 PFM
* Represents the total compensation paid to such persons
by the Funds during the fiscal year ended November 30,
1995, which are considered part of the same "fund
complex" because they have a common adviser. The
parenthetical number represents the number of such
investment companies, including the Funds.
- -7-
Required Vote
Election of each of the listed nominees for
Director of each Fund (other than Messrs. Crumrine and
Gust) will require the affirmative vote of a plurality of
the votes of common shareholders cast at the Meeting in
person or by proxy, voting as a single class. Election
of Mr. Crumrine by MMP holders of PFM and election of
Mr. Gust by MMP holders of PFO will require the
affirmative vote of a plurality of the votes cast by MMP
holders of the relevant Fund in person or by proxy,
voting as a single class.
THE DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS,
UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR"
PROPOSAL NO. 1.
PROPOSAL 2: RATIFICATION OF THE SELECTION
OF INDEPENDENT ACCOUNTANTS
The firm of Coopers & Lybrand L.L.P., One Post
Office Square, Boston, Massachusetts 02109, has served as
independent accountants for each Fund since the Fund's
commencement of operations, and has been selected to
serve in such capacity for the Fund's fiscal year ending
November 30, 1996 by the Directors of the Fund, including
those Directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund or Flaherty &
Crumrine (the "Non-Interested Directors"). Coopers &
Lybrand L.L.P. has informed the Funds that it has no
direct or indirect financial interest in the Funds. A
representative of Coopers & Lybrand L.L.P. will not be
present at the Meetings but will be available by
telephone and will have an opportunity to make a
statement if the representative so desires and will be
available to respond to appropriate questions.
Required Vote
Ratification of the selection of Coopers & Lybrand
L.L.P. as independent accountants for a Fund requires the
affirmative vote of the holders of a majority of the
shares of Common Stock and MMP represented at the
Meeting in person or by proxy voting as a single class.
THE BOARD OF DIRECTORS OF EACH FUND, INCLUDING ALL OF THE
NON-INTERESTED DIRECTORS, RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 2.
SUBMISSION OF SHAREHOLDER PROPOSALS
All proposals by shareholders of each Fund that are
intended to be presented at the Fund's next Annual
Meeting of Shareholders to be held in 1997 must be
received by the Fund for consideration for inclusion in
the Fund's proxy statement relating to the meeting no
later than February 6, 1997.
- -8
ADDITIONAL INFORMATION
Investment Adviser and Administrator
Flaherty & Crumrine Incorporated serves as the
Investment Adviser to the Funds and its business address
is 301 E. Colorado Boulevard, Suite 720, Pasadena,
California 91101. First Data Investor Services Group,
Inc. acts as the administrator to the Funds and is
located at One Exchange Place, Boston, Massachusetts
02109.
Broker Non-Votes and Abstentions
A proxy which is properly executed and returned
accompanied by instructions to withhold authority to vote
represents a broker "non-vote" (i.e., shares held by
brokers or nominees as to which (i) instructions have not
been received from the beneficial owners or the persons
entitled to vote and (ii) the broker or nominee does not
have discretionary voting power on a particular matter).
Proxies that reflect abstentions or broker non-votes
(collectively "abstentions") will be counted as shares
that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum. Under
Maryland law, abstentions do not constitute a vote "for"
or "against" a matter and will be disregarded in
determining the "votes cast" on an issue.
OTHER MATTERS TO COME BEFORE THE MEETING
The Funds do not intend to present any other
business at the Meetings, nor are they aware that any
shareholder intends to do so. If, however, any other
matters are properly brought before the Meetings, the
persons named in the accompanying form of proxy will vote
thereon in accordance with their judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETINGS ARE
THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN ALL
PROXY CARDS AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-
PAID ENVELOPE.
- -9-
PREFERRED INCOME FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Money Market Cumulative
Preferred Stock
("MMP"), of Preferred Income Fund Incorporated, a Maryland
corporation (the
"Fund"), hereby appoints
Robert T. Flaherty, Donald F. Crumrine and Christine P. Ritch,
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 MMP, which the
undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Fund
to be held at
the offices of Willkie Farr
& Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor,
New York,
New York 10022 at 8:30 a.m., on July 19, 1996, and any adjournments
thereof.
The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and 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.
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:
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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
PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTOR
Not Applicable
2. To ratify the selection of Coopers & Lybrand L.L.P. as
FOR * AGAINST * ABSTAIN *
independent accountants for the Fund.
The Board of Directors recommends that the shareholders vote
"FOR" ratification
of the selection of Coopers & Lybrand L.L.P. as independent
accountants for the
Fund.
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Preferred Stock
("MMP"), of Preferred Income Opportunity Fund Incorporated, a
Maryland
corporation (the "Fund"),
hereby appoints Robert T. Flaherty, Donald F. Crumrine and Christine P.
Ritch,
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 MMP,
which
the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the
Fund to be held at the offices
of Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd Street,
47th
Floor, New York, New York 10022 at 8:30 a.m., on July 19, 1996, and any
adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and 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.
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:
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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 NOMINEE AS
DIRECTOR AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTOR FOR nominee listed *
WITHHOLD AUTHORITY *
to vote for nominee
Morgan Gust
2. To ratify the selection of Coopers & Lybrand L.L.P. as
FOR * AGAINST * ABSTAIN *
independent accountants for the Fund.
The Board of Directors recommends that the shareholders vote
"FOR" ratification
of the selection of Coopers & Lybrand L.L.P. as independent
accountants for the
Fund.
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Money Market Cumulative
Preferred Stock
("MMP"), of Preferred Income Fund Incorporated, a Maryland
corporation (the
"Fund"), hereby appoints
Robert T. Flaherty, Donald F. Crumrine and Christine P. Ritch,
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 MMP, which the
undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Fund to
be held at
the offices of Willkie Farr
& Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor,
New York,
New York 10022 at 8:30 a.m., on July 19, 1996, and any adjournments
thereof.
The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and 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.
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:
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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 NOMINEE AS
DIRECTOR AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTOR FOR nominee listed *
WITHHOLD AUTHORITY *
to
vote for nominee
Donald F. Crumrine
2. To ratify the selection of Coopers & Lybrand L.L.P. as
FOR * AGAINST * ABSTAIN *
independent accountants for the Fund.
The Board of Directors recommends that the shareholders vote
"FOR" ratification
of the selection of Coopers & Lybrand L.L.P. as independent
accountants for the
Fund.
PREFERRED INCOME FUND INCORPORATED PROXY SOLICITED BY THE BOARD OF
DIRECTORS
The undersigned holder of shares of Common Stock, of Preferred Income
Fund Incorporated, a Maryland corporation (the
"Fund"), hereby appoints Robert T. Flaherty, Donald F. Crumrine
and Christine P. Ritch, 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, which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Fund to be
held at the offices of Willkie Farr & Gallagher, One Citicorp
Center, 153 East 53rd Street, 47th Floor, New York, New York 10022 at
8:30 a.m., on July 19, 1996, and any adjournments
thereof. The undersigned hereby acknowledges receipt of
the Notice of Annual Meeting and 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.
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:
Signature(s) (Title(s), if
applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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 NOMINEE AS DIRECTOR AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTOR FOR nominee listed * WITHHOLD AUTHORITY *
to vote for nominee
Martin Brody
2. To ratify the selection of Coopers & Lybrand L.L.P. as
FOR * AGAINST *
ABSTAIN *
independent accountants for the Fund.
The Board of Directors recommends that the shareholders vote
"FOR" ratification of the selection of Coopers & Lybrand
L.L.P. as independent accountants for the Fund.
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF
DIRECTORS
The undersigned holder of shares of Common Stock, of Preferred Income
Opportunity Fund Incorporated, a Maryland corporation
(the "Fund"), hereby appoints
Robert T. Flaherty, Donald F. Crumrine and Christine P. Ritch, 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, which
the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Fund to be held at the offices of Willkie Farr
& Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor, New York,
New York 10022 at 8:30 a.m., on July 19,
1996, and any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and 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.
NOTE: Please sign exactly as your name
appears on this Proxy.
If joint owners, EITHER may sign this
Proxy. When signing asattorney, executor, administrator,
trustee, guardian or corporate
officer, please give your full title.
DATE:
Signature(s) (Title(s), if
applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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 NOMINEE AS DIRECTOR AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal
1. ELECTION OF DIRECTOR FOR nominee listed *
WITHHOLD AUTHORITY *
to vote for nominee
Robert T. Flaherty
2. To ratify the selection of Coopers & Lybrand L.L.P. as
independent accountants for the Fund.
FOR * AGAINST *
ABSTAIN *
The Board of Directors recommends that the shareholders vote
"FOR" ratification of the selection of Coopers & Lybrand
L.L.P. as independent accountants for the Fund.
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF
DIRECTORS
The undersigned holder of shares of Common Stock, of Preferred
Income Fund Incorporated, a Maryland corporation (the
"Fund"), hereby appoints
Robert T. Flaherty, Donald F. Crumrine and Christine P. Ritch,
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,
which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Fund to be held at the offices of Willkie Farr
& Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor,
New York, New York 10022 at 8:30 a.m., on July 19,
1996, and any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and 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
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.
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:
Signature(s) (Title(s), if
applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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 NOMINEE AS DIRECTOR AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTOR FOR nominee listed * WITHHOLD AUTHORITY *
to vote for nominee
Donald F. Crumrine
2. To ratify the selection of Coopers & Lybrand L.L.P. as
FOR * AGAINST *
ABSTAIN *
independent accountants for the Fund.
The Board of Directors recommends that the shareholders vote
"FOR" ratification of the selection of Coopers & Lybrand
L.L.P. as independent accountants for the Fund.
3
