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)
MARY MORAN ZEVEN
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 21, 2000
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, 787
Seventh Avenue, 42nd Floor, New York, New York 10019 at 8:30 a.m., on April 21,
2000, for the following purposes:
1. To elect Directors of each Fund (Proposal 1).
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants for each Fund for the fiscal year ending November 30, 2000
(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 24, 2000 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 11, 2000
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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 AND DATE THE ENCLOSED PROXY CARD(S). The Proxy card(s) should be
returned 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, Executor, John B. Smith, Jr.,
estate of Jane Smith 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 21, 2000
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 21,
2000, at 8:30 a.m., at the offices of Willkie Farr & Gallagher, 787 Seventh
Avenue, 42nd Floor, New York, New York 10019 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 11, 2000, 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 PFPC Inc. (formerly known
as First Data Investor Services Group, Inc.), the transfer agent and
administrator of each Fund and a wholly-owned subsidiary of PNC Bank. 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, 1999, is available upon request, without
charge, by writing PFPC Inc., P.O. Box 1376, Boston, Massachusetts 02104, or
calling 1-800-331-1710.
If the enclosed proxy card 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.
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.
<PAGE>
Each Fund has two classes of capital stock: common stock, par value $0.01
per share (the "Common Stock"); and Money Market Cumulative Preferred Stock,
par value $0.01 per share ("MMP"; together with the Common Stock, the
"Shares"). On the record date, January 24, 2000, 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 11,151,288 700
As of January 24, 2000, 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, 1999, The Commerce Group, Inc., located at 211 Main
Street, Webster, Massachusetts 01570, beneficially owned 21.8% of Preferred
Income Fund's outstanding shares of Common Stock.
Preferred Income Opportunity Fund
As of December 31, 1999, The Commerce Group, Inc., located at 211 Main
Street, Webster, Massachusetts 01570, beneficially owned 26.4% of Preferred
Income Opportunity Fund's outstanding shares of Common Stock and is considered
to be a control person of the Fund, as such term is defined in Section 2(a)(9)
of the Investment Company Act of 1940, as amended (the "1940 Act").
Information as to beneficial ownership is based on reports filed with the
Securities and Exchange Commission (the "SEC") by such holders. As of January
24, 2000, Cede & Co., a nominee partnership of The Depository Trust Company,
held 9,218,265 shares or 93.69% of Common Stock outstanding and 575 shares or
100% of MMP outstanding of Preferred Income Fund and 10,368,513 shares or
92.98% of Common Stock outstanding and 700 shares or 100% of MMP outstanding of
Preferred Income Opportunity Fund.
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. Shareholders of each Fund will
vote as a single class except as described below under Proposal 1 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.
<PAGE>
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 II Directors of Preferred Income Fund and Class I Directors of
Preferred Income Opportunity Fund all have been nominated for a three-year term
to expire at each Fund's 2003 Annual Meeting of Shareholders and until their
successors are duly elected and qualified. The Class III Directors of Preferred
Income Fund and Class II Directors of Preferred Income Opportunity Fund serve
until each Fund's Annual Meeting of Shareholders in 2001, and 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 2002. 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.
Under each Fund's Articles of Incorporation, Articles Supplementary and 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,
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 would give the holders of Shares of MMP a majority of
the Directors. Donald F. Crumrine and Morgan Gust currently represent holders of
Shares of MMP of each Fund. A quorum of the MMP shareholders must be present at
the Meeting of Preferred Income 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 on January 24, 2000.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Business Experience Common Stock
During the Beneficially Owned on
Name, Address and Age Past Five Years January 24, 2000** Percent
Class I Directors
Martin Brody Director of the Funds; Director 1,160 Shares of PFD ***
c/o HMK Associates of Jaclyn, Inc., Director of 877 Shares of PFO ***
30 Columbia Turnpike several other investment
Florham Park, NJ 07932 companies.
Age: 78
David Gale Director of the Funds; President 1,500 Shares of PFD ***
Delta Dividend Group, Inc. & CEO of Delta Dividend Group, 2,000 Shares of PFO ***
301 Pine Street Inc. (Investments); Director of
San Francisco, CA 94104 Stone Container Corporation,
Age: 50 Director of Free Real Time.com.
Class II Directors
Donald F. Crumrine* Director, Chief Financial 11,354 Shares of PFD**** ***
301 E. Colorado Boulevard Officer, Chief Accounting 13,756 Shares of PFO**** ***
Suite 720 Officer, Vice President and
Pasadena, CA 91101 Secretary of the Funds; Chairman
Age: 52 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; 1,224 Shares of PFD ***
3560 Deerfield Drive South since March 1984, 1,000 Shares of PFO ***
Salem, OR 97302 Financial Consultant.
Age: 62
* "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>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Business Experience Common Stock
During the Beneficially Owned on
Name, Address and Age Past Five Years January 24, 2000** Percent
Class III Directors
Robert T. Flaherty* Director, Chairman of the Board, 35,597 Shares of PFD**** ***
301 E. Colorado Boulevard President and Chief Executive 31,264 Shares of PFO**** ***
Suite 720 Officer of the Funds; prior to
Pasadena, CA 91101 December 1996, President of
Age: 62 Flaherty & Crumrine; Director of
Flaherty & Crumrine.
Morgan Gust Director of the Funds; from 1,876 Shares of PFD ***
Giant Industries, Inc. January 1, 1999, Executive Vice 2,041 Shares of PFO ***
23733 N. Scottsdale Road President, Giant Industries,
Scottsdale, AZ 85255 Inc.; and, for more than five
Age: 52 years prior thereto, Vice
President, General Counsel and
Vice President-Administration,
Giant Industries, Inc.
Directors and Officers 55,511 Shares of PFD ***
as a Group 60,216 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>
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 seven meetings (three of which were held by telephone
conference call) during the fiscal year ended November 30, 1999, and all of the
Directors of each Fund then serving in such capacity attended 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, 1999 amounted to $78,398 and $78,398 for PFD and PFO,
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. Brody,
Gale, Gust and Wulf. 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, 1999.
Each Board of Directors has a Nominating Committee consisting of Messrs.
Brody, Gale, Gust 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. There were no meetings of each Fund's
Nominating Committee during the fiscal year ended November 30, 1999.
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>
<S> <C> <C>
Principal Occupations
Positions Held and Other Affiliations
Name and Age With each Fund During The Past Five Years
Robert M. Ettinger Vice President and Assistant President, since December 1996, and previously
Age: 41 Treasurer of the Funds. held other officerships with Flaherty & Crumrine.
Peter C. Stimes Vice President, Treasurer and Vice President, Flaherty & Crumrine.
Age: 44 Assistant Secretary
of the Funds.
</TABLE>
The following table sets forth certain information regarding the
compensation of each Fund's Directors for the fiscal year ended November 30,
1999. No executive officer or person affiliated with the Fund received
compensation from the Fund during the fiscal year ended November 30, 1999 in
excess of $60,000. Directors and executive officers of the Funds do not receive
pension or retirement benefits from the Funds.
COMPENSATION TABLE
Name of Aggregate Total Compensation
Person Compensation From the Funds and
and from each Fund Complex Paid
Position Fund to Directors*
Robert T. Flaherty $0 $0 (2)
Director, Chairman of the Board,
President and Chief Executive
Officer
Donald F. Crumrine $0 $0 (2)
Director, Chief Financial Officer,
Chief Accounting Officer, Vice
President and Secretary
Martin Brody $12,300 PFD $24,600 (2)
Director $12,300 PFO
David Gale $12,300 PFD $24,600 (2)
Director $12,300 PFO
Morgan Gust $12,300 PFD $24,600 (2)
Director $12,300 PFO
Robert F. Wulf $12,300 PFD $24,600 (2)
Director $12,300 PFO
* Represents the total compensation paid to such persons by the Funds for the
fiscal year ended November 30, 1999, 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.
<PAGE>
Required Vote
Election of Mr. Crumrine as a Director of Preferred Income Fund will
require the affirmative vote of a plurality of the votes cast by holders of the
shares of MMP of such fund at the Meeting in person or by proxy. Election of Mr.
Wulf as a Director of Preferred Income Fund will require the affirmative vote of
a plurality of the votes cast by holders of the shares of Common Stock of such
fund at the Meeting in person or by proxy. Election of Messrs. Brody and Gale as
Directors of Preferred Income Opportunity Fund will require the affirmative vote
of a plurality of the votes cast by holders of the shares of Common Stock of
such fund at the Meeting in person or by proxy.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE "NON-INTERESTED" DIRECTORS,
UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" EACH NOMINEE AS DIRECTOR.
PROPOSAL 2: RATIFICATION OF THE SELECTION
OF INDEPENDENT ACCOUNTANTS
The firm of PricewaterhouseCoopers LLP ("PWC"), 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, 2000 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. PWC
has informed the Funds that it has no direct or indirect financial interest in
the Funds. A representative of PWC 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 PWC as independent accountants for a Fund
requires the affirmative vote of the holders of a majority of the shares of
Common Stock and MMP, voting as a single class, cast at the Meeting in person or
by proxy.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE "NON-INTERESTED" DIRECTORS,
UNANIMOUSLY RECOMMEND 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 2001
must be received by the Fund for consideration for inclusion in the Fund's proxy
statement relating to the meeting no later than October 13, 2000.
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. PFPC Inc. (formerly known as First Data Investor Services Group, Inc.)
acts as the administrator to the Funds and is located at 101 Federal Street, 6th
Floor, Boston, Massachusetts 02110.
<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 beneficially
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, the New York Stock
Exchange, Inc. and the Fund. 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 its review of the copies of such forms received by it and
written representations from certain of such persons, each Fund believes that
during 1999, all such filing requirements applicable to such persons were met,
except that a Form 4 report required to be filed by Robert M. Ettinger, an
officer of the Fund, was filed late for each of the Funds.
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.
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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 Stock
("MMP") of Preferred Income Fund Incorporated, a Maryland corporation (the
"Fund"), hereby appoints Robert T. Flaherty, Donald F. Crumrine, Teresa M.R.
Hamlin and Mary Moran Zeven, 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, 787 Seventh Avenue, 42nd Floor, New
York, New York 10019 at 8:30 a.m., on April 21, 2000, 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>
[X] Please mark votes as in this example.
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 THE NOMINEE AS DIRECTOR AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
1. ELECTION OF DIRECTOR
FOR ____
WITHELD ____
Nominee: Donald F. Crumrine
2. To ratify the selection of PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers
LLP 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 Stock
("MMP") of Preferred Income Opportunity Fund Incorporated, a Maryland
corporation (the "Fund"), hereby appoints Robert T. Flaherty, Donald F.
Crumrine, Teresa M.R. Hamlin and Mary Moran Zeven, 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, 787 Seventh Avenue,
42nd Floor, New York, New York 10019 at 8:30 a.m., on April 21, 2000, 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>
[X] Please mark votes as in this example.
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 Proposals.
1. ELECTION OF DIRECTOR
FOR ____
WITHELD ____
Nominee: Not Applicable
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants for the Fund.
FOR ____
AGAINST ____
ABSTAIN ____
The Board of Directors recommends that the shareholders vote "FOR" ratification
of the selection of PricewaterhouseCoopers LLP 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 Mary Moran Zeven, 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, 787 Seventh Avenue, 42nd Floor, New York, New York
10019 at 8:30 a.m., on April 21, 2000, 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>
[X] Please mark votes as in this example.
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 THE NOMINEE AS DIRECTOR AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
1. ELECTION OF DIRECTOR
FOR ____
WITHELD ____
Nominee: Robert Wulf
2. To ratify the selection of PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers
LLP 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 Mary
Moran Zeven, 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, 787 Seventh Avenue, 42nd Floor, New York,
New York 10019 at 8:30 a.m., on April 21, 2000, 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>
[X] Please mark votes as in this example.
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 ALL NOMINEES AS DIRECTORS AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
1. ELECTION OF DIRECTORS
FOR ____
WITHHELD ____
Nominees: Martin Brody
David Gale
______
For both nominees except as noted above
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants for the Fund.
FOR ____
AGAINST ____
ABSTAIN ____
The Board of Directors recommends that the shareholders vote "FOR" the election
of all nominees and "FOR" ratification of the selection of
PricewaterhouseCoopers LLP 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: _____________________
