Preferred Income Fund Incorporated
Meeting of Shareholders
On April 21, 2000, the Fund held its Annual Meeting of Shareholders (the
"Meeting") to (1) elect two Directors of the Fund ("Proposal 1") and (2) ratify
the selection of PricewaterhouseCoopers LLP as independent accountants for the
Fund for the fiscal year ending November 30, 2000 ("Proposal 2"). The results
of each proposal are as follows:
Proposal 1:
Election of Directors.
Name For Withheld Unvoted
Common Stock
Robert Wulf 8,651,48 102,030 1,085,055
Preferred Stock
Donald F. Crumrin 447 -- 128
Martin Brody, Robert T. Flaherty, David Gale and Morgan Gust continue to serve
in their capacities as Directors of the Fund.
Proposal 2:
Ratify the selection of PricewaterhouseCoopers LLP as independent accountants.
For Against Abstained
Common Stock and Preferred Stock
(voting as a single class)
Voted 8,656,98 27,381 69,629
