<PAGE>
SMITH BARNEY SERIES FUND
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
----------------------
TO BE HELD ON OCTOBER 17, 1995
----------------------
To the Shareholders of Smith Barney Series Fund:
Notice is hereby given that a Special Meeting of shareholders of Smith
Barney Series Fund (the "Fund"), a Massachusetts business trust, will be held
at 388 Greenwich Street, 22nd Floor, New York, New York on October 17, 1995
commencing at 9:00 a.m., for the following purposes:
1. To elect ten (10) Trustees of the Fund (the PROPOSAL); and
2. To transact such other business as may properly come before the
Special Meeting or any adjournments thereof.
The Proposal is discussed in greater detail in the attached Proxy Statement.
The close of business on August 21, 1995 has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
Special Meeting and any adjournments thereof.
By Order of the Board of Trustees,
Christina T. Sydor
Secretary
August 28, 1995
----------------------
SHAREHOLDERS OF THE FUND WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE
REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXY CARDS ARE SET FORTH ON THE
FOLLOWING PAGE. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on
the proxy card.
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:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
------------ ---------------
<S> <C>
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
CUSTODIAL OR ESTATE ACCOUNTS
----------------------------
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA.................... John B. Smith
(2) Estate of John B. Smith............................... John B. Smith, Jr.
Executor
</TABLE>
<PAGE>
SMITH BARNEY SERIES FUND
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
----------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 1995
----------------------
PROXY STATEMENT
This Proxy Statement is being solicited by the Board of Trustees (the
"Board") of Smith Barney Series Fund (the "Fund") on behalf of the
Appreciation Portfolio, Diversified Strategic Income Portfolio, Emerging
Growth Portfolio, Equity Income Portfolio, Equity Index Portfolio, Growth and
Income Portfolio, Intermediate High Grade Portfolio, International Equity
Portfolio, Money Market Portfolio and Total Return Portfolio (collectively,
the "Portfolios"), for use at a special meeting of shareholders (the
"Meeting") to be held on October 17, 1995, or any adjournment or adjournments
thereof. The Meeting will be held at 388 Greenwich Street, New York, New York
10013 at the time specified in the Notice of Special Meeting of Shareholders
and proxy card that accompany this Proxy Statement. Proxy solicitations will
be made primarily by mail, but proxy solicitations also may be made by
telephone, telegraph or personal interviews conducted by officers and
employees of: the Fund; Smith Barney Inc. ("Smith Barney"), the distributor of
shares of the Fund; Smith Barney Mutual Funds Management Inc. ("SBMFM"), the
investment adviser to the Appreciation Portfolio, the Diversified Strategic
Income Portfolio, the Equity Income Portfolio, the Growth and Income
Portfolio, the Money Market Portfolio and the Total Return Portfolio and
administrator for each of the Portfolios; and/or The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation ("TSSG"), the transfer
agent of the Fund. The offices of the Fund, Smith Barney and SBMFM are located
at 388 Greenwich Street, New York, New York 10013. The costs of the proxy
solicitation and expenses incurred in connection with the preparation of this
Proxy Statement and its enclosures will be paid by the Fund. The Semi-Annual
Report of the Fund, including financial statements for the fiscal period ended
June 30, 1995, accompanies this Proxy Statement. A copy of the Annual Report
of the Fund for the fiscal year ended December 31, 1994 is available upon
request and without charge by calling the Fund at (800) 224-7523.
The Fund currently issues one class of shares of beneficial interest
("Shares") in respect of each Portfolio. For purposes of the matters to be
considered at the Meeting, all Shares of the Fund will be voted as a single
class. Each Share is entitled to one vote, and any fractional Share is
entitled to a fractional vote. If the enclosed proxy is properly executed and
returned in time to be voted at the Meeting, the Shares represented thereby
will be voted in accordance with the
<PAGE>
instructions marked thereon. Unless instructions to the contrary are marked on
the proxy, it will be voted FOR matters listed in the accompanying Notice of
Special Meeting 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
Meeting and voting his or her Shares in person or by submitting a letter of
revocation or a later-dated proxy to the Fund at the above address prior to
the date of the Meeting. For purposes of determining the presence of a quorum
for transacting business at the Meeting, abstentions and broker "non-votes"
(i.e., proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote Shares on a particular matter with respect to which the brokers or
nominees do not have discretionary power) will be treated as Shares that are
present but which have not been voted. For this reason, abstentions and broker
"non-votes" will have the effect of a "no" vote for purposes of obtaining the
requisite approval of a proposal.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present but sufficient votes to approve the proposal are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. In determining whether
to adjourn the Meeting, the following factors may be considered: the nature of
the proposal that is the subject of the Meeting, the percentage of votes
actually cast, the percentage of negative votes actually cast, the nature of
any further solicitation and the information to be provided to shareholders
with respect to the reasons for the solicitation. Any adjournment will require
the affirmative vote of a majority of those Shares represented at the Meeting
in person or by proxy. Under the Fund's Master Trust Agreement, 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.
The Board has fixed the close of business on August 21, 1995 as the record
date (the "Record Date") for the determination of shareholders of the Fund
entitled to notice of and to vote at the Meeting. On the Record Date, the
following number of Shares of each Portfolio were outstanding:
<TABLE>
<CAPTION>
SHARES
NAME OF PORTFOLIO OUTSTANDING
----------------- --------------
<S> <C>
Appreciation Portfolio........................................... 6,786,741.132
Diversified Strategic Income Portfolio........................... 5,910,856.309
Emerging Growth Portfolio........................................ 1,227,584.791
Equity Income Portfolio.......................................... 4,383,508.917
Equity Index Portfolio........................................... 930,436.687
Growth and Income Portfolio...................................... 2,593,251.013
Intermediate High Grade Portfolio................................ 1,526,082.721
International Equity Portfolio................................... 3,022,639.825
Money Market Portfolio........................................... 5,681,004.970
Total Return Portfolio........................................... 4,147,597.924
--------------
Total.......................................................... 36,209,704.289
==============
</TABLE>
2
<PAGE>
As of the Record Date, to the knowledge of the Fund and the Board, no single
shareholder or "group" (as that term is used in Section 13(d) of the
Securities Exchange Act of 1934), beneficially owned more than 5% of the
outstanding Shares of the Fund with the exception of Joyce Vonbothmer, 1040
Fifth Avenue, New York, New York 10028 who owned 7.00% of the Fund and Jack W.
Suess, 4979 Audrey Drive, Castro Valley, California 94546 who owned 5.55% of
the Fund. As of the Record Date, the officers and Board members of the Fund
beneficially owned less than 1% of the Shares. As of the Record Date, to the
knowledge of the Fund, no shares of Smith Barney or its ultimate parent
corporation, Travelers Group Inc. ("Travelers"), were held by Board members
who are not interested persons of the Fund (as that term is used in the
Investment Company Act of 1940, as amended (the "1940 Act")). No shares of any
of the Fund's investment advisers were held by any director or nominee during
the fiscal year ended December 31, 1994.
In order that your Shares may be represented at the Meeting, you are
requested to:
. Indicate your instructions on the enclosed proxy card;
. date and sign the proxy card;
. mail the proxy card promptly in the enclosed envelope, which requires
no postage if mailed in the United States; and
. allow sufficient time for the proxy card to be received on or before
5:00 p.m., October 16, 1995.
As a business trust formed under the laws of the Commonwealth of
Massachusetts, the Fund is not required to hold annual shareholder meetings
but may hold special meetings as required or deemed desirable. This special
meeting is required under the 1940 Act in order to elect six new members to
the Board in addition to reelecting the four current Board Members.
The Board recommends an affirmative vote on the Proposal.
THE PROPOSAL: ELECTION OF TRUSTEES
The Proposal to be considered at the Meeting is the election of ten (10)
Trustees of the Fund.
Each of the nominees currently serves as a director or trustee of other
investment companies for which Smith Barney serves as principal underwriter or
SBMFM serves as investment adviser and/or administrator. Each Trustee has
consented to serve as a Trustee of the Fund if elected at the 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.
If elected, the Trustees will hold office without limit in time except that
a Trustee may resign at any time, may qualify for emeritus status, and/or may
be removed at any meeting of shareholders called for that purpose by a
majority of the votes entitled to be cast for the election of Trustees. In
case a vacancy shall exist for any reason, the remaining Trustees may fill the
vacancy by appointing
3
<PAGE>
another Trustee. If at any time less than a majority of the Trustees holding
office have been elected by shareholders, the Trustees then in office will
call a shareholders' meeting for the purpose of electing Trustees.
Set forth below is a list of the nominees for election to the Fund's Board
of Trustees, together with certain other information:
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND % BENEFICIALLY
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A OWNED*** AS OF
TRUSTEESHIPS** DURING THE PAST FIVE YEARS TRUSTEE SINCE FEBRUARY 21, 1995
----------------------------------------- ------------- ------------------
<S> <C> <C>
Herbert Barg, age 72 -- None
Private Investor
*Alfred J. Bianchetti, age 72 -- None
Retired; formerly Senior Consultant to
Dean Witter Reynolds Inc.
Martin Brody, age 74 -- None
Vice Chairman of the Board of Restaurant
Associates Industries, Corp. and a Director
of Jaclyn, Inc.
Dwight B. Crane, age 57 -- None
Professor, Graduate School of Business
Administration, Harvard University and a
Director of Peer Review Analysis, Inc.
Burt N. Dorsett, age 64 1991 None
Managing Partner of Dorsett McCabe
Management, Inc., an investment counselling
firm and a Director of Research Corporation
Technologies Inc., a non-profit patent-
clearing and licensing firm.
Elliot S. Jaffe, age 69 1991 None
Chairman of the Board and President of the
Dress Barn, Inc.
Stephen E. Kaufman, age 63 -- None
Attorney
Joseph J. McCann, age 65 -- None
Financial Consultant; formerly Vice Presi-
dent of Ryan Homes, Inc.
*Heath B. McLendon, age 62 1991 None
Managing Director of Smith Barney, President
of SBMFM and Chairman of Smith Barney
Strategy Advisers Inc.; prior to July 1993,
Senior Executive Vice President of Shearson
Lehman Brothers Inc. ("Shearson Lehman
Brothers"), Vice Chairman of Asset
Management Division of Shearson Lehman
Brothers.
Cornelius C. Rose, age 61 1991 None
President of Cornelius C. Rose Associates,
Inc., financial consultants and Director of
Performance Learning Systems, an educational
consultant.
</TABLE>
-----------
* "Interested person" of the Fund, as defined in the 1940 Act, by virtue of
his position, or a relative's position, as an officer or director of a
Portfolio's investment adviser, distributor or one of their affiliates.
** Directorships, general partnerships or trusteeships of companies that are
required to report to the Securities and Exchange Commission ("SEC") other
than registered investment companies.
*** For this purpose, "beneficial ownership" is defined under Section 13(d) of
the Securities Exchange Act of 1934. The information as to beneficial
ownership is based upon information furnished to the Fund by the nominees.
4
<PAGE>
No officer, director or employee of Smith Barney or of any parent or
subsidiary of Smith Barney receives any compensation from the Fund for serving
as an officer or Trustee of the Fund. The Fund pays each Trustee who is not an
officer, director or employee of Smith Barney or the Fund's investment
advisers, sub-investment advisers or any of their affiliates $5,000 per annum
plus $500 per in-person meeting and $100 for each telephone meeting and each
Trustee emeritus who is not an officer, director or employee of Smith Barney
or the Fund's investment advisers, sub-investment advisers or any of their
affiliates $2,500 per annum plus $250 per in-person meeting attended. The Fund
reimburses each such Trustee for travel and out-of-pocket expenses incurred to
attend in-person meetings. The Fund held seven Board Meetings during the
fiscal year ended December 31, 1994, four of which were regular meetings. The
aggregate remuneration paid to Trustees by the Fund for the fiscal year ended
December 31, 1994 amounted to $27,745 (including reimbursement for travel and
out-of-pocket expenses).
Upon election, the annual compensation described above will be paid to the
nominees. The table below shows the compensation of the incumbent Trustees
received during the Fund's last fiscal year.
COMPENSATION TABLE
<TABLE>
<CAPTION>
NUMBER OF
TOTAL COMPENSATION FUNDS FOR
AGGREGATE FROM FUND AND WHICH TRUSTEE
NAME OF COMPENSATION FUND COMPLEX SERVES WITHIN
PERSON, POSITION FROM FUND PAID TO TRUSTEES FUND COMPLEX*
---------------- ------------ ------------------ -------------
<S> <C> <C> <C>
Heath B. McLendon, -- -- 41
Chairman of the Board
Burt N. Dorsett, $7,500 $34,300 13
Trustee
Elliot S. Jaffe, $7,500 $33,000 13
Trustee
Cornelius Rose, $7,500 $33,000 13
Trustee
</TABLE>
* Number indicates Funds for which each Trustee served during the fiscal year
ended December 31, 1994.
The Board of Trustees has an Audit Committee consisting of all Trustees who
are not "interested persons" (as defined in the 1940 Act) of the Fund. The
Audit Committee reviews the scope and results of the Fund's annual audit with
the Fund's independent certified public accountants and recommends the
engagement of such accountants. The Audit Committee met three times during the
fiscal year ended December 31, 1994. The Fund does not have a formal
nominating committee; however, when necessary the Audit Committee performs the
functions of a nominating committee. Each incumbent Trustee attended at least
75% of the meetings of the Board and committees of which he is a member that
were held in the last fiscal year.
5
<PAGE>
The names of the principal officers of the Fund, with the exception of Mr.
McLendon, are listed in the table below along with certain additional
information. Mr. McLendon was first elected Chairman of the Board and
Investment Officer in 1991. Each officer of the Fund holds such office until a
successor has been elected by the Board of Trustees.
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION OFFICE
DURING THE PAST FIVE YEARS (YEAR FIRST ELECTED)
---------------------------------- --------------------
<S> <C>
Jessica M. Bibilowicz, age 35 President (1995)
Executive Vice President of
Smith Barney; prior to 1994,
Director of Sales and Marketing
for Prudential Mutual Funds;
prior to 1990, First Vice
President of Asset Management
Division of Shearson Lehman
Brothers.
John C. Bianchi, age 39 Vice President and Investment Officer (1991)
Managing Director of SBMFM;
prior to July 1993, Managing
Director of Shearson Asset
Management Division of Shearson
Lehman Brothers.
Sandip A. Bhagat, age 35 Investment Officer (1995)
President of Travelers Invest-
ment Management Company; prior
to 1995, Senior Portfolio Man-
ager for TIMCO's quantification
active equity strategies.
Harry D. Cohen, age 54 Vice President and Investment Officer (1991)
Managing Director of SBMFM;
prior to July 1993, Executive
Vice President of Asset Manage-
ment Division of Shearson Leh-
man Brothers.
James C. Conroy, age 43 Vice President and Investment Officer (1991)
Managing Director of SBMFM;
prior to July 1993, Managing
Director of Asset Management
Division of Shearson Lehman
Brothers.
Lewis E. Daidone, age 37 Senior Vice President and Treasurer (1994)
Managing Director of SBMFM; Di-
rector and Senior Vice Presi-
dent of SBMFM.
Victor Filatov, age 43 Vice President and Investment Officer (1991)
Managing Director of SBMFM,
President and Director of Smith
Barney Global Capital Manage-
ment Inc.; formerly Vice Presi-
dent of J.P. Morgan Securities
Inc.
R. Jay Gerken, age 43 Vice President and Investment Officer (1993)
Managing Director of SBMFM;
prior to July 1993, Managing
Director of Shearson Lehman Ad-
visors.
John Goode, age 50 Vice President and Investment Officer (1993)
President and Chief Executive
Officer of Davis Skaggs Invest-
ment Management Division of
Smith Barney Asset Management.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION OFFICE
DURING THE PAST FIVE YEARS (YEAR FIRST ELECTED)
---------------------------------- --------------------
<S> <C>
Kent A. Kelley, age 45 Investment Officer (1995)
Chief Executive Officer of
TIMCO; prior to 1995, President
and Chief Investment Officer of
TIMCO; prior to 1992, Executive
Vice President of TIMCO.
Jack S. Levande, age 48 Vice President and Investment Officer (1991)
Managing Director of SBMFM;
prior to July 1993, Managing Di-
rector of Shearson Lehman Advi-
sors.
Gary Lewis, age 41 Vice President and Investment Officer (1993)
Portfolio Manager at American
Capital Management and Research,
Inc.
George Mueller, age 54 Vice President and Investment Officer (1991)
Director of SBMFM; prior to July
1993, Managing Director of
Shearson Lehman Advisors.
George V. Novello, age 52 Vice President and Investment Officer (1991)
Managing Director of Greenwich
Street Advisors Division of
SBMFM; Prior to September 1990,
Senior Vice President of Gruntal
Financial Corp.
Jeffrey Russell, age 38 Vice President and Investment Officer (1993)
Managing Director of SBMFM. Vice
President and Assistant
Secretary of Fenimore
International Management
Corporation.
Alan T. Sachtleben, age 52 Vice President and Investment Officer (1993)
Senior Vice President--Chief
Investment Officer--Equity
Investments and Director of
American Capital Management,
Inc. Executive Vice President
and Director, American Capital
Management and Research Inc.
Christina T. Sydor, age 44 Secretary (1994)
Managing Director of SBMFM;
General Counsel and Secretary of
SBMFM
Phyllis Zahorodny, age 37 Vice President and Investment Officer (1991)
Managing Director of SBMFM;
prior to July 1993, Managing
Director of Shearson Lehman
Advisors.
</TABLE>
REQUIRED VOTE
Election of the listed nominees for Trustees of the Fund must be approved by
a plurality of the votes cast at the Meeting in person or by proxy.
THE TRUSTEES, INCLUDING ALL OF THE INDEPENDENT BOARD MEMBERS, RECOMMEND THAT
SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
7
<PAGE>
SUBMISSION OF SHAREHOLDER PROPOSALS
The Fund is not generally required to hold annual or special shareholders'
meetings. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent shareholders' meeting should send their written
proposals to the Secretary of the Fund at the address set forth on the cover
of this Proxy Statement. Shareholder proposals for inclusion in the Fund's
proxy statement for any subsequent meeting must be received by the Fund a
reasonable period of time prior to any such meeting.
SHAREHOLDERS' REQUEST FOR SPECIAL MEETING
Shareholders holding at least 10% of the Fund's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a meeting
of shareholders for the purpose of voting on the removal of any Board member
of the Fund. Meetings of shareholders for any other purpose also shall be
called by the Board members when requested in writing by shareholders holding
at least 10% of the Shares then outstanding or, if the Board members shall
fail to call or give notice of any meeting of shareholders for a period of 30
days after such application, shareholders holding at least 10% of the Shares
then outstanding may call and give notice of such meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other business at the Meeting, nor
is it aware that any shareholder intends to do so. If, however, any other
matters are properly brought before the Meeting, the persons named in the
accompanying proxy card will vote thereon in accordance with their judgment.
August 28, 1995
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
8
VOTE THIS VOTING INSTRUCTION CARD TODAY
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
.................................................................
.....................................................................
........................................................................
...................
SMITH BARNEY SERIES FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of Smith Barney Series Fund (the "Fund"),
a Massachusetts business trust, hereby appoints Heath B. McLendon,
Christina T. Sydor and Caren Cunningham, 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 the
Fund that the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of the Fund, 388
Greenwich
gned hereby acknowledges receipt of the Notice of Special Meeting
and Proxy Statement dated August 29, 1995 and hereby instructs said
attorneys and proxies to vote said shares as indicated herein.
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Special Meeting.
A majority of the proxies present and acting at the Special Meeting
in person or by substitute (or, if only one shall be so present, then
that one) shall have and may exercise all of
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.
Date:
Signature(s)
________________________________________
(Title(s), if applicable)
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
.......................................................................
........................................................................
........................................................................
..........
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 THE ELECTION OF ALL THE NAMED NOMINEES
AS TRUSTEES.
1. ELECTION OF TRUSTEES
Nominees: Herbert Barg
Alfred J. Bianchetti
Martin Brody
Dwight B. Crane
Burt N. Dorsett
Elliot S. Jaffe
Stephen E. Kaufman
Joseph J. McCann
Heath B. McLendon
Cornelius C. Rose
FOR WITHHELD
For all nominees except as noted above.
u:\cunningh\prxcrd-2.doc
