<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant / /
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 Rule 14a-11(c) or Rule 14a-12
MUNICIPAL PARTNERS FUND INC.
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
[INSERT NAME OF FILER WHEN APPLICABLE]
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction 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 identify 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>
MUNICIPAL PARTNERS FUND INC.
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
February 12, 1996
To the Stockholders:
The Annual Meeting of Stockholders of Municipal Partners Fund Inc. (the
'Fund') will be held at 7 World Trade Center, New York, New York on the 38th
floor, on Wednesday, April 3, 1996, at 10:00 a.m., for the purposes of
considering and voting upon:
1. The election of directors (Proposal 1).
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the fiscal year ending December 31,
1996 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on February 5, 1996 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting.
By Order of the Board of Directors,
Tana E. Tselepis
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
SMALL YOUR HOLDINGS MAY BE.
<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 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. .......................... John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan ...... John Doe, Trustee
TRUST ACCOUNTS
----------------------------------------
(1) ABC Trust .......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee ............... Jane B. Doe
u/t/d 12/28/78
CUSTODIAL 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>
MUNICIPAL PARTNERS FUND INC.
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Municipal Partners Fund Inc. (the 'Fund') of proxies to be
used at the Annual Meeting of Stockholders of the Fund to be held at 7 World
Trade Center, New York, New York on the 38th floor, on Wednesday, April 3, 1996
at 10:00 a.m. (and at any adjournment or adjournments thereof) for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders. This
proxy statement and the accompanying form of proxy are first being mailed to
stockholders on or about February 12, 1996. The Fund's annual report containing
financial statements for the fiscal year ended December 31, 1995 is available,
free of charge, by contacting Salomon Brothers Asset Management at the address
listed below or by calling 1-800-SALOMON. Stockholders who execute proxies
retain the right to revoke them in person at the Annual Meeting or by written
notice received by the Secretary of the Fund at any time before they are voted.
Unrevoked proxies will be voted in accordance with the specifications thereon
and, unless specified to the contrary, will be voted FOR the election of
directors and FOR proposal 2. The close of business on February 5, 1996 has been
fixed as the record date for the determination of stockholders entitled to
notice of and to vote at the Meeting. Each stockholder is entitled to one vote
for each full share and an appropriate fraction of a vote for each fractional
share held. On the record date there were 5,757,094 shares of Common Stock
outstanding and 800 shares of Preferred Stock outstanding.
In the event that a quorum is not present at the Annual 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 a date not more than 120 days after the original
record date 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. The persons named as proxies will vote those
proxies which they are entitled to vote FOR or AGAINST any such proposal in
their discretion. A stockholder vote may be taken on one or more of the
proposals in this proxy statement prior to any such adjournment if sufficient
votes have been received for approval. Under the By-Laws of the Fund, a quorum
is constituted by the presence in person or by proxy of the holders of record of
a majority of the outstanding shares of the Fund entitled to vote at the
Meeting.
Advantage Advisers, Inc. ('Advantage'), whose principal business address is
Oppenheimer Tower, World Financial Center, 200 Liberty Street, New York, New
York 10281, is the Fund's investment manager.
Salomon Brothers Asset Management Inc ('SBAM'), whose principal business
address is 7 World Trade Center, New York, New York 10048, is the Fund's
investment adviser and administrator.
SUMMARY OF PROPOSALS
<TABLE>
<CAPTION>
PROPOSAL CLASS OF SHAREHOLDERS SOLICITED
- ------------------------------- -------------------------------------------
<S> <C>
1. Election of Directors
Michael S. Hyland Holders of Preferred Stock
Charles F. Barber Holders of Preferred and Common Stock
2. Ratification of Selection of Holders of Preferred Stock and Common Stock
Independent Accountants
</TABLE>
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect two Class II Directors to hold office until
the 1999 Annual Meeting of Stockholders or thereafter when their respective
successors are elected and
<PAGE>
qualified. The terms of office of the Class I and Class III Directors expire at
the Annual Meeting of Stockholders in 1997 and 1999, respectively, or thereafter
in each case when their respective successors are elected and qualified. The
effect of these staggered terms is to limit the ability of other entities or
persons to acquire control of the Fund by delaying the replacement of a majority
of the Board of Directors. Mr. Hyland has been designated as a Preferred Stock
Director and, accordingly, will be elected by the holders of the Fund's
Preferred Stock only. Mr. Barber will be elected by the holders of the Fund's
Preferred and Common Stock, voting together as a single class.
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominees
named below. Each nominee is currently a member of the Board of Directors of the
Fund and has indicated that he will serve if elected, but if he should be unable
to serve, the proxy will be voted for any other person determined by the persons
named in the proxy in accordance with their judgment.
The following table provides information concerning the nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED, BENEFICIALLY OWNED,
DIRECTLY OR DIRECTLY OR
INDIRECTLY, ON INDIRECTLY, ON
DECEMBER 31, 1995 DECEMBER 31, 1995
NOMINEE AND PRINCIPAL OCCUPATION DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES
- ------------------------------------------ -------- ---- ------------------- -------------------
<S> <C> <C> <C> <C>
NOMINEES TO SERVE UNTIL 1999 ANNUAL
MEETING OF STOCKHOLDERS
Charles F. Barber, Member of Audit 1993 78 1,000 -0-
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
Michael S. Hyland*, President; President 1993 50 1,000 -0-
and Director, Salomon Brothers Asset
Management Inc and Managing Director,
Salomon Brothers Inc; prior to which
he was Managing Director, First
Boston Asset Management Corp. and
Managing Director, First Boston
Corporation.
</TABLE>
The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED, BENEFICIALLY OWNED,
DIRECTLY OR DIRECTLY OR
INDIRECTLY, ON INDIRECTLY, ON
DECEMBER 31, 1995 DECEMBER 31, 1995
NAME AND PRINCIPAL OCCUPATION DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES
- ------------------------------------------ -------- ---- ------------------- -------------------
<S> <C> <C> <C> <C>
DIRECTORS SERVING UNTIL 1997 ANNUAL
MEETING OF STOCKHOLDERS
Mark C. Biderman*, Chairman; Executive 1994 50 -0- -0-
Vice President, Advantage Advisers,
Inc.; Managing Director, Oppenheimer
& Co., Inc.; Executive Vice
President, Advantage Advisers, Inc.
</TABLE>
(footnotes on following page)
2
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED, BENEFICIALLY OWNED,
DIRECTLY OR DIRECTLY OR
INDIRECTLY, ON INDIRECTLY, ON
DECEMBER 31, 1995 DECEMBER 31, 1995
NAME AND PRINCIPAL OCCUPATION DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES
- ------------------------------------------ -------- ---- ------------------- -------------------
<S> <C> <C> <C> <C>
Robert L. Rosen, Member of Audit 1993 49 -0- -0-
Committee; Managing General Partner,
RLR Partners L.P. (1989-present);
(formerly Chairman, Damon
Corporation; Chairman, Damon Group
Inc. (1989-1995) and American
Magnetics Corporation, (1987-1991))
DIRECTOR SERVING UNTIL 1998 ANNUAL MEETING
OF STOCKHOLDERS
Allan C. Hamilton, Member of Audit 1993 74 2,107 -0-
Committee; formerly Vice President
and Treasurer, Exxon Corporation.
</TABLE>
- ------------------
* 'Interested person' as defined in the Investment Company Act of 1940
because of a relationship with Advantage or SBAM.
(A) The holdings of no director represented more than 1% of the outstanding
shares of the Fund. Each director has sole voting and investment power with
respect to the listed shares.
Each of the directors serves as a director of certain other U.S. registered
investment companies, as described below. Mr. Hyland serves as a director for
five other investment companies co-advised by Advantage and SBAM and seven
additional investment companies advised by SBAM. Mr. Barber serves as a director
for five other investment companies co-advised by Advantage and SBAM, two
additional investment companies advised by Advantage and seven additional
investment companies advised by SBAM. Mr. Barber also serves as a director for
six investment companies advised by investment advisory affiliates of Smith
Barney Inc. and as a trustee of Lehman Brothers Institutional Funds Group Trust.
Mr. Hamilton also serves as a director for one other investment company
co-advised by Advantage and SBAM and three additional investment companies
advised by SBAM. Messrs. Rosen and Biderman each serve as a director for one
other investment company co-advised by Advantage and SBAM and for one additional
investment company advised by Advantage.
At December 31, 1995, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund. No person owned
of record, or to the knowledge of management, owned beneficially more than 5% of
the Fund's outstanding shares at that date, except that Cede & Co., a nominee
for participants in Depository Trust Company, held of record 5,700,999 shares,
equal to approximately 99% of the outstanding shares of the Fund.
The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Messrs. Biderman and Hyland, the present executive
officers of the Fund are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
- ------------------ ------------------------ --- -------
<S> <C> <C> <C>
Marybeth Whyte Executive Vice President 39 1994
Lawrence H. Kaplan Executive Vice President 38 1995
and General Counsel
Alan M. Mandel Treasurer 38 1995
Tana E. Tselepis Secretary 60 1993
</TABLE>
3
<PAGE>
Ms. Whyte has been an employee of SBAM and a Vice President of Salomon
Brothers Inc ('SBI') since July 1994. Prior to July 1994, Ms. Whyte was a Senior
Vice President and head of the Municipal Bond area at Fiduciary Trust Company
International. Mr. Kaplan has been a Vice President and Chief Counsel of SBAM
and a Vice President of SBI since May 1995. Prior to May 1995, he was Senior
Vice President, Director and General Counsel of Kidder Peabody Asset Management,
Inc. and a Senior Vice President of Kidder, Peabody & Co. Incorporated since
November 1990. Mr. Mandel has been a Vice President of SBAM since January 1,
1995. Prior to January 1995, he was Chief Financial Officer of Hyperion Capital
Management Inc. (October 1991-December 1994) and Vice President of Mitchell
Hutchins Asset Management Inc. (1987-October 1991). Ms. Tselepis has been an
employee of SBAM and a Vice President and Senior Administrator of SBI since
October 1989.
The Fund's Audit Committee is composed of Messrs. Barber, Rosen and
Hamilton. The principal functions of the Audit Committee are to recommend to the
Board the appointment of the Fund's independent accountants, to review with the
independent accountants the scope and anticipated cost of their audit and to
receive and consider a report from the independent accountants concerning their
conduct of the audit, including any comments or recommendations they might want
to make in that connection. This Committee met once during the year ended
December 31, 1995. The Fund has no nominating or compensation committees.
During the fiscal year ended December 31, 1995, the Board of Directors met
four times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committee for which he was eligible, with the
exception of Mr. Rosen.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Annual Meeting information regarding
compensation paid to directors by the Fund, as well as by the various other
investment companies advised by Advantage and/or SBAM. The following table
provides information concerning the compensation paid to directors during the
twelve months ended December 31, 1995. Each of the directors listed below are
members of the Audit Committee of the Fund and audit and other committees of
certain other investment companies advised by Advantage and/or SBAM, and,
accordingly, the amounts provided in the table include compensation for service
on such committees. Please note that the Fund does not provide any pension or
retirement benefits to directors. In addition, no remuneration was paid during
the fiscal year ended December 31, 1995 by the Fund to Messrs. Biderman and
Hyland who, as employees of Advantage and SBAM, respectively, are interested
persons as defined under the Investment Company Act of 1940 (the '1940 Act').
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM OTHER FUNDS TOTAL COMPENSATION TOTAL COMPENSATION
COMPENSATION CO-ADVISED BY FROM OTHER FUNDS FROM OTHER FUNDS
NAME OF NOMINEE FROM FUND ADVANTAGE AND SBAM ADVISED BY ADVANTAGE ADVISED BY SBAM TOTAL COMPENSATION
- -------------------- ------------ ------------------ -------------------- ------------------ ------------------
DIRECTORSHIPS(A) DIRECTORSHIPS(A) DIRECTORSHIPS(A) DIRECTORSHIPS(A)
<S> <C> <C> <C> <C> <C>
Charles F. Barber... $9,200 $ 41,850(5) $ 16,600(2) $ 60,925(7) $128,575(15)
Allan C. Hamilton... $9,200 $ 9,200(1) $ 0 $ 24,750(3) $ 43,150(5)
Robert L. Rosen..... $7,100 $ 7,100(1) $ 8,500(1) $ 0 $ 22,700(3)
</TABLE>
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than ten percent of the Fund's Common Stock, Advantage and SBAM and
their respective directors and officers to file reports of ownership and changes
4
<PAGE>
in ownership with the Securities and Exchange Commission and the New York Stock
Exchange, Inc. The Fund believes that all relevant persons have complied with
applicable filing requirements during the fiscal year ended December 31, 1995.
REQUIRED VOTE
The election of Mr. Hyland as a director requires a plurality of the votes
cast by the holders of shares of Preferred Stock of the Fund present in person
or represented by proxy at the Meeting with a quorum present. Election of Mr.
Barber as a director requires a plurality of the votes cast by the holders of
shares of Common Stock and Preferred Stock voting as a single class, present in
person or represented by proxy at the Meeting with a quorum. For purposes of the
election of directors, abstentions and broker non-votes will not be considered
votes cast, and do not affect the plurality vote required for directors.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountants of the Fund for the fiscal year ending December 31,
1996. The appointment of independent accountants is approved annually by the
Board of Directors and is subsequently submitted to the stockholders for
ratification. The Fund has been advised by Price Waterhouse LLP that at December
31, 1995 neither that firm nor any of its partners had any direct or material
indirect financial interest in the Fund. A representative of Price Waterhouse
LLP will be at the Meeting to answer questions concerning the audit of the
Fund's financial statements and will have an opportunity to make a statement if
he chooses to do so.
THE DIRECTORS, INCLUDING THE 'NON-INTERESTED' DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE 'FOR' RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
REQUIRED VOTE
Ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the votes cast by holders of shares of Common Stock and Preferred
Stock of the Fund, voting together as a single class, present in person or
represented by proxy at the Meeting with a quorum present. For purposes of this
proposal, abstentions and broker non-votes will not be considered to be votes
cast for the foregoing purpose.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 1997
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than October 15, 1996.
5
<PAGE>
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of
Advantage and SBAM or their affiliates, or other representatives of the Fund or
by telephone or telegraph, in addition to the use of mails. Brokerage houses,
banks and other fiduciaries may be requested to forward proxy solicitation
material to their principals to obtain authorization for the execution of
proxies, and they will be reimbursed by the Fund for out-of-pocket expenses
incurred in this connection.
February 12, 1996
6
<PAGE>
MUNICIPAL PARTNERS FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - APRIL 3, 1996
The undersigned hereby appoints Lawrence H. Kaplan, Alan M. Mandel and Tana E.
Tselepis and each of them, the proxies for the undersigned, with the power of
substitution to each of them, to vote all shares of Common Stock of Municipal
Partners Fund Inc. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Municipal Partners Fund Inc. to be held at 7 World
Trade Center on the 38th floor New York, New York 10048, on April 3, 1996 at
10:00 a.m., Eastern time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast FOR the election of a Director and FOR item 2 listed on the opposite
side.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE
AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
______________________________________ _______________________________________
______________________________________ _______________________________________
______________________________________ _______________________________________
<PAGE>
PLEASE MARK VOTES AS IN
/x/ THIS EXAMPLE
1.) The election of Director: With-
For hold
Class II: Charles F. Barber / / / /
2. Ratification of the selection of Price Waterhouse For Against Abstain
LLP as the independent accountants of the Fund for / / / / / /
the year ending December 31, 1996.
3. The Proxies are authorized to vote their discretion on any other business
which may properly come before the meeting or any adjournments thereof.
4. I will be attending the Meeting. / /
The Board of Directors recommends a vote FOR election of a Director and FOR
item 2.
Please be sure to sign and date this Proxy.
Date __________________
______________________________________ _______________________________________
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change have been noted / /
on the reverse side of this card.
RECORD DATE SHARES:
<PAGE>
MUNICIPAL PARTNERS FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - APRIL 3, 1996
The undersigned hereby appoints Lawrence H. Kaplan, Alan M. Mandel and Tana E.
Tselepis and each of them, the proxies for the undersigned, with the power of
substitution to each of them, to vote all shares of Preferred Stock of Municipal
Partners Fund Inc. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Municipal Partners Fund Inc. to be held at 7 World
Trade Center on the 38th floor New York, New York 10048, on April 3, 1996 at
10:00 a.m., Eastern time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast FOR the election of Directors and FOR item 2 listed on the opposite
side.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE
AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
______________________________________ _______________________________________
______________________________________ _______________________________________
______________________________________ _______________________________________
<PAGE>
PLEASE MARK VOTES AS IN
/x/ THIS EXAMPLE
1.) The election of Directors: With- For All
For hold Except
Class II: Charles F. Barber, Michael S. Hyland / / / / / /
If you wish to withhold your vote from any individual nominee, mark the
"For All Except" box and strike a line through the nominee's name.
2. Ratification of the selection of Price For Against Abstain
Waterhouse LLP as the independent accountants of / / / / / /
the Fund for the year ending December 31, 1996.
3. The Proxies are authorized to vote their discretion on any other business
which may properly come before the meeting or any adjournments thereof.
4. I will be attending the Meeting. / /
The Board of Directors recommends a vote FOR election of Directors and FOR
item 2.
PREFERRED STOCK
Please be sure to sign and date this Proxy.
Date __________________
______________________________________ _______________________________________
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change have been noted / /
on the reverse side of this card.
RECORD DATE SHARES:
