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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ 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
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
(Name of Registrant as Specified In Its Charter)
TERESA M.R. HAMLIN
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which 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
(Set forth the
amount on which the filing fee is calculated and state
how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange
Act Rule 0-11(a)(2) and 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:
<PAGE>
PREFERRED INCOME FUND INCORPORATED
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
301 E. Colorado Boulevard, Suite 720
Pasadena, California 91101
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS To Be
Held on April 17, 1998
To the Shareholders:
Notice is hereby given that the Annual Meetings of Shareholders of
Preferred Income Fund Incorporated and Preferred Income Opportunity 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 April 17, 1998, 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, 1998 (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
January 20, 1998 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
February 6, 1998
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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.
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<PAGE>
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
<PAGE>
PREFERRED INCOME FUND INCORPORATED
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
301 E. Colorado Boulevard, Suite 720
Pasadena, California 91101
ANNUAL MEETINGS OF SHAREHOLDERS
April 17, 1998
JOINT PROXY STATEMENT
This document is a joint proxy statement ("Joint Proxy Statement") for
Preferred Income Fund Incorporated ("Preferred Income Fund" or "PFD") and
Preferred Income Opportunity Fund Incorporated ("Preferred Income Opportunity
Fund" or "PFO") (each a "Fund" and collectively, the "Funds"). This Joint Proxy
Statement is furnished in connection with the solicitation of proxies by each
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 April 17,
1998, 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 February 6, 1998, primarily by mail, but
proxy solicitations may also be made by telephone, telegraph or personal
interviews conducted by officers of the Funds, Flaherty & Crumrine Incorporated
("Flaherty & Crumrine"), the investment adviser of each Fund, and First Data
Investor Services Group, Inc. ("Investor Services Group"), 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, 1997, is available upon request, without
charge, by writing First Data Investor Services Group, Inc., 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 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.
<PAGE>
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.
Each Fund has two classes of capital stock: common stock, par value
$0.01 per share (the "Common Stock"); and Money Market Cumulative Preferred(TM)
Stock, par value $0.01 per share ("MMP(R)"; together with the Common Stock, the
"Shares"). On the record date, January 20, 1998, the following number of Shares
of each Fund were issued and outstanding:
Common Stock MMP(R)
Name of Fund Outstanding Outstanding
Preferred Income Fund 9,838,571 575
Preferred Income Opportunity Fund 11,151,287 700
As of January 20, 1998, to the knowledge of each Fund and its Board,
the following 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 relevant Fund's outstanding shares:
Preferred Income Fund
As of December 31, 1997, The Commerce Group, Inc., located at 211 Main
Street, Webster, Massachusetts 01570, beneficially owned 11.1% of Preferred
Income Fund's outstanding shares of Common Stock.
Preferred Income Opportunity Fund
As of December 31, 1997, The Commerce Group, Inc., located at 211 Main
Street, Webster, Massachusetts 01570, beneficially owned 14.4% of Preferred
Income Opportunity Fund's outstanding shares of Common Stock.
Information as to beneficial ownership is based on reports filed with
the Securities and Exchange Commission (the "SEC") by such holders. As of
January 20, 1998, Cede & Co., a nominee partnership of Depository Trust Company,
held 9,069,391 Shares or 92.18% of Shares of Preferred Income Fund outstanding
and 10,260,058 Shares or 92.01% of Shares of Preferred Income Opportunity Fund
outstanding.
<PAGE>
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 the other Fund, the proposal will be
implemented for the Fund that approved the proposal and will not be implemented
for the 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 are entitled to 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 named below 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.
Nominees for the Board of Directors
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 Directors Class II Directors
Martin Brody Donald F. Crumrine
David Gale Robert F. Wulf
Class III Directors
Robert T. Flaherty
Morgan Gust
Class III Directors of Preferred Income Fund and Class II Directors of
Preferred Income Opportunity Fund all have been nominated for a three-year term
to expire at each Fund's 2001 Annual Meeting of Shareholders and until their
successors are duly elected and qualified. Class I Directors of Preferred Income
Fund and Class III Directors of Preferred Income Opportunity Fund serve until
each Fund's Annual Meeting of Shareholders in 1999, and Class II Directors of
Preferred Income Fund and Class I Directors of Preferred Income Opportunity Fund
serve until each Fund's Annual Meeting of Shareholders in 2000. Except for Mr.
Gale (who has served as a Director of each Fund since January 24, 1997), each
Director has served in such capacity since each Fund's commencement of
operations.
<PAGE>
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(R), 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(R), when
dividends are in arrears for two full years, to elect the minimum number of
additional Directors that when combined with the two Directors elected by the
holders of Shares of MMP(R) would give the holders of Shares of MMP(R) a
majority of the Directors. Donald F. Crumrine and Morgan Gust currently
represent holders of Shares of MMP(R) of each Fund. A quorum of the MMP(R)
shareholders must be present at the Meeting of Preferred Income Fund in order
for the proposal to elect Mr. Gust to be considered and at the Meeting of
Preferred Income Opportunity Fund in order for the proposal to elect Mr.
Crumrine to be considered.
Information About Directors and Officers
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. Each Director serves in the same capacity for each
Fund. No Director or officer owned any shares of MMP(R) on January 20, 1998.
<TABLE>
<CAPTION>
Business Experience Common Stock
During the Beneficially Owned on
Name, Address and Age Past Five Years January 20, 1998** Percent
- --------------------- --------------- ------------------ -------
<S> <C> <C> <C>
Class I Directors
Martin Brody Director of the Funds and 1,160 Shares of PFD ***
c/o HMK Associates Preferred Income 877 Shares of PFO ***
30 Columbia Turnpike Management Fund
Florham Park, NJ 07932 Incorporated;
Age: 76 Director of Jaclyn, Inc.,
Director of several other investment
companies.
David Gale Director of the Funds and 1,500 Shares of PFD ***
Delta Dividend Group, Inc. Preferred Income 1,000 Shares of PFO ***
301 Pine Street Management Fund
San Francisco, CA 94104 Incorporated;
Age: 48 President & CEO of
Delta Dividend Group,
Inc. (Investments).
- -------------------------------------------
** This information has been furnished by each Director. "Beneficial Ownership" is defined under
Section 13(d) of the 1934 Act.
*** Less than 1%.
</TABLE>
<TABLE>
<CAPTION>
<PAGE>
Business Experience Common Stock
During the Beneficially Owned on
Name, Address and Age Past Five Years January 20, 1998** Percent
- --------------------- --------------- ------------------ -------
<S> <C> <C> <C>
Class II Directors
Donald F. Crumrine* Director, Chief Financial 10,745 Shares of PFD+ ***
301 E. Colorado Boulevard Officer, Chief Accounting 12,865 Shares of PFO+ ***
Suite 720 Officer, Vice President and
Pasadena, CA 91101 Secretary of the Funds and
Age: 50 Preferred Income Management
Fund Incorporated; Chairman of the Board,
since December 1996, and previously held other
officerships of Flaherty & Crumrine; Director
of Flaherty & Crumrine.
Robert F. Wulf Director of the Funds and 1,224 Shares of PFD ***
3560 Deerfield Drive South Preferred Income Management 1,000 Shares of PFO ***
Salem, OR 97302 Fund Incorporated;
Age: 60 since March 1984,
Financial Consultant.
- -------------------------------------------
* "Interested person" of the Fund as defined in the 1940 Act. Messrs. Crumrine and Flaherty are
each considered an "interested person" because of their affiliation with Flaherty & Crumrine
which acts as the Fund's investment adviser.
** This information has been furnished by each Director. "Beneficial Ownership" is defined under
Section 13(d) of the 1934 Act.
*** Less than 1%.
+ 7,169 Shares of PFD and 8,603 Shares of PFO are held by Flaherty &
Crumrine of which the reporting person is a shareholder and director.
</TABLE>
<TABLE>
<CAPTION>
<PAGE>
Business Experience Common Stock
During the Beneficially Owned
Name, Address and Age Past Five Years on January 20, 1998** Percent
- --------------------- --------------- --------------------- -------
<S> <C> <C> <C>
Class III Directors
Robert T. Flaherty* Director, Chairman of the Board, 8,269 Shares of PFD+ ***
301 E. Colorado Boulevard President and Chief Executive 9,603 Shares of PFO+ ***
Suite 720 Officer of the Funds and
Pasadena, CA 91101 Preferred Income Management Fund
Age: 60 Incorporated; prior to December
1996, President of Flaherty &
Crumrine; Director of Flaherty &
Crumrine.
Morgan Gust Director of the Funds and 1,506 Shares of PFD ***
Giant Industries, Inc. Preferred Income Management Fund 1,593 Shares of PFO ***
23733 N. Scottsdale Road Incorporated; since August 1990,
Scottsdale, AZ 85255 Vice President, General Counsel
Age: 50 and Corporate Secretary, and
since 1992, also Vice
President-Administration, Giant
Industries, Inc.
Directors and Officers 25,204 Shares of PFD ***
as a Group 32,216 Shares of PFO ***
* "Interested person" of the Fund as defined in the 1940 Act. Messrs. Crumrine and Flaherty are
each considered an "interested person" because of their affiliation with Flaherty & Crumrine
which acts as the Fund's investment adviser.
** This information has been furnished by each Director. "Beneficial Ownership" is defined under
Section 13(d) of the 1934 Act.
*** Less than 1%.
+ 7,169 Shares of PFD and 8,603 Shares of PFO are held by Flaherty &
Crumrine of which the reporting person is a shareholder and director.
</TABLE>
<PAGE>
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 five meetings (one of which was held by telephone conference
call) during the fiscal year ended November 30, 1997. Each Director then serving
in such capacity attended in-person at least 75% of the meetings of Directors
and any Committee of which he is a member. The aggregate remuneration paid to
the Directors of each Fund for the fiscal year ended November 30, 1997 amounted
to $58,068, 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 Messrs.
Gust, Brody and Wulf. The Audit Committee reviews the scope and results of each
Fund's annual audit with the Funds' independent accountants and recommends the
engagement of such accountants. Each Audit Committee met twice during the fiscal
year ended November 30, 1997.
Each Board of Directors has a Nominating Committee consisting of
Messrs. Gust, Brody and Wulf, which is responsible for considering candidates
for election to the Board of Directors of each Fund in the event a position is
vacated or created. The Nominating Committee will consider recommendations by
shareholders if a vacancy were to exist. Such recommendations should be
forwarded to the Secretary of the Fund. Each Fund's Nominating Committee met
once during the fiscal year ended November 30, 1997.
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.
<TABLE>
<CAPTION>
Principal Occupations
Positions Held and Other Affiliations
Name and Age With each Fund During The Past Five Years
<S> <C> <C>
Robert M. Ettinger Vice President and Assistant President, since December 1996, and
Age: 39 Treasurer of the Funds. previously held other officerships with
Flaherty & Crumrine; Vice President and
Assistant Treasurer of Preferred Income
Management Fund Incorporated.
Peter C. Stimes Vice President, Treasurer and Vice President, Flaherty & Crumrine;
Age: 42 Assistant Secretary of the Vice President, Treasurer and Assistant
Funds. Secretary of Preferred Income Management
Fund Incorporated.
</TABLE>
<PAGE>
The following table sets forth certain information regarding the
compensation of each Fund's Directors for the fiscal year ended November 30,
1997. No executive officer or person affiliated with the Fund received
compensation from the Fund during the fiscal year ended November 30, 1997 in
excess of $60,000. Directors and executive officers of the Funds do not receive
pension or retirement benefits from the Funds.
<TABLE>
<CAPTION>
COMPENSATION TABLE
Name of Aggregate Total Compensation From the Funds and
Person and Compensation Fund Complex
Position from each Fund Paid to Directors*
<S> <C> <C>
Robert T. Flaherty $0 $0 (3)
Director, Chairman of the
Board, President and Chief
Executive Officer
Donald F. Crumrine $0 $0 (3)
Director, Chief Financial
Officer, Chief Accounting
Officer, Vice President and
Secretary
Martin Brody $12,100.00 PFD $37,300.00 (3)
Director $12,100.00 PFO
Morgan Gust $12,100.00 PFD $37,400.00 (3)
Director $12,100.00 PFO
Robert F. Wulf $12,100.00 PFD $37,400.00 (3)
Director $12,100.00 PFO
David Gale $9,687.50 PFD $29,162.50 (3)
Director $9,687.50 PFO
* Represents the total compensation paid to such persons by the Funds and
Preferred Income Management Fund Incorporated for the fiscal year ended
November 30, 1997, which are considered part of the same "fund complex"
because they have a common adviser. The parenthetical number represents
the total number of investment company directorships held by the
director or nominee in such fund complex.
</TABLE>
<PAGE>
Required Vote
Election of each of the listed nominees for Director of each Fund will
require the affirmative vote of a plurality of the votes cast at the Meeting in
person or by proxy.
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. ("Coopers & Lybrand"), 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, 1998 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. Coopers & Lybrand has informed the Funds that it has no
direct or indirect financial interest in the Funds. A representative of Coopers
& Lybrand 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 as independent
accountants for a Fund requires the affirmative vote of the holders of a
majority of the shares of Common Stock and MMP(R) 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 each Fund's next Annual Meeting of Shareholders to be held in 1999
must be received by the Fund for consideration for inclusion in the Fund's proxy
statement relating to the meeting no later than October 9, 1998.
ADDITIONAL INFORMATION
Investment Adviser and Administrator
Flaherty & Crumrine serves as the Investment Adviser to the Funds and
its business address is 301 E. Colorado Boulevard, Suite 720, Pasadena,
California 91101. Investor Services Group acts as the administrator to the Funds
and is located at One Exchange Place, Boston, Massachusetts 02109.
<PAGE>
Compliance with the Securities Exchange Act of 1934
Section 16(a) of the 1934 Act requires the Funds' directors and
officers, certain persons affiliated with Flaherty & Crumrine and persons who
own more than 10% of a registered class of each Fund's securities, to file
reports of ownership and changes of ownership with the SEC and the New York
Stock Exchange. Directors, officers and greater-than-10% shareholders are
required by SEC regulations to furnish the Fund with copies of all Section 16(a)
forms they file. Based solely upon the SEC's review of the copies of such forms
it receives and written representations from certain of such persons, each Fund
believes that through the date hereof all such filing requirements applicable to
such persons were complied with.
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.
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<PAGE>
PREFERRED INCOME FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Money Market Cumulative Preferred(TM) Stock
("MMP(R)") of Preferred Income Fund Incorporated, a Maryland corporation (the
"Fund"), hereby appoints Robert T. Flaherty, Donald F. Crumrine, Teresa M.R.
Hamlin 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(R), 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 April 17, 1998,
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.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
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 DIRECTORS
FOR ____ WITHHELD ____
Nominee: Morgan Gust
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" the election
of the nominee and "FOR" ratification of the selection of Coopers & Lybrand
L.L.P. as independent accountants for the Fund.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE
NOTE: Please sign exactly
as your name appears on
this Proxy. If joint
owners, EITHER may sign
this Proxy. When signing as
attorney, executor,
administrator, trustee,
guardian or corporate
officer, please give your
full title.
Signature: _____________________ Date: _____________________
Signature: _________________________ Date:__________________
<PAGE>
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Money Market Cumulative Preferred(TM) Stock
("MMP(R)") of Preferred Income Opportunity Fund Incorporated, a Maryland
corporation (the "Fund"), hereby appoints Robert T. Flaherty, Donald F.
Crumrine, Teresa M.R. Hamlin 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(R),
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 April 17, 1998, 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.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
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 PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTOR
FOR ____ WITHHELD ____
Nominee: Donald F. Crumrine
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" the election
of the nominee and "FOR" ratification of the selection of Coopers & Lybrand
L.L.P. as independent accountants for the Fund.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE
NOTE: Please sign exactly
as your name appears on
this Proxy. If joint
owners, EITHER may sign
this Proxy. When signing as
attorney, executor,
administrator, trustee,
guardian or corporate
officer, please give your
full title.
Signature: _____________________ Date: _____________________
Signature: _________________________ Date:__________________
<PAGE>
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, Teresa M.R. Hamlin 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 April 17, 1998, 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.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
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 DIRECTORS
FOR ____ WITHHELD ____
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" the election
of the nominee and "FOR" ratification of the selection of Coopers & Lybrand
L.L.P. as independent accountants for the Fund.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE
NOTE: Please sign exactly
as your name appears on
this Proxy. If joint
owners, EITHER may sign
this Proxy. When signing as
attorney, executor,
administrator, trustee,
guardian or corporate
officer, please give your
full title.
Signature: _____________________ Date: _____________________
Signature: _________________________ Date:__________________
<PAGE>
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, Teresa M.R. Hamlin 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 April 17, 1998, 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.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
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 ____ WITHHELD ____
Nominee: Robert F. Wulf
2. To ratify the selection of Coopers & Lybrand L.L.P. as
independent acountants for the Fund.
FOR ____ AGAINST ____ ABSTAIN
The Board of Directors recommends that the shareholders vote "FOR" the election
of the nominee and "FOR" ratification of the selection of Coopers & Lybrand
L.L.P. as independent accountants for the Fund.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE
NOTE: Please sign exactly
as your name appears on
this Proxy. If joint
owners, EITHER may sign
this Proxy. When signing as
attorney, executor,
administrator, trustee,
guardian or corporate
officer, please give your
full title.
Signature: _____________________ Date: _____________________
Signature: _________________________ Date:__________________
