<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the 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 Rule 14a-11(c) or Rule 14a-12
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 O-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 O-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
O-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>
SALOMON BROTHERS
2008 WORLDWIDE DOLLAR GOVERNMENT TERM TRUST INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 4, 1998
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers 2008
Worldwide Dollar Government Term Trust Inc (the "Fund") will be held at 7 World
Trade Center, New York, New York in the Downtown Conference Center, on Thursday,
December 17, 1998, at 10:30 a.m., New York time, for the purposes of considering
and voting upon:
1. The election of directors (Proposal 1);
2. The ratification of the selection of PricewaterhouseCoopers LLP as
the independent accountants of the Fund for the fiscal year ending
July 31, 1999 (Proposal 2); and
3. Any other business that may properly come before the Meeting.
The close of business on September 22, 1998 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,
Heath B. McLendon
President
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:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
---------------------------------------- ----------------------------
<S> <C>
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
</TABLE>
<PAGE>
SALOMON BROTHERS
2008 WORLDWIDE DOLLAR GOVERNMENT TERM TRUST 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 Salomon Brothers 2008 Worldwide Dollar Government Term
Trust 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
in the Downtown Conference Center, on Thursday, December 17, 1998 at 10:30 a.m.,
New York time (and at any adjournment or adjournments thereof) for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders (the
"Meeting"). This proxy statement and the accompanying form of proxy are first
being mailed to stockholders on or about November 4, 1998. Stockholders who
execute proxies retain the right to revoke them in person at the 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 September 22, 1998 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 34,510,639 shares of the Fund's Common
Stock outstanding.
In accordance with the Fund's By-Laws, 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's Common Stock entitled to vote at the Meeting.
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 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.
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. SBAM is a wholly-owned subsidiary of
Salomon Smith Barney Holdings Inc.
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 one Class II Director and two Class I
Directors, to hold office until the 1999 and year 2001 Annual Meeting of
Stockholders, respectively, or thereafter when their respective successors are
duly elected and qualified. The terms of office of the remaining Class II
Director and the Class III Director expire at the 1999 and year 2000 Annual
Meetings of Stockholders, respectively, or thereafter in each case when their
respective successors are duly 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.
<PAGE>
The persons named in the accompanying form of proxy intend to vote at the
Meeting (unless directed not to vote) FOR the election of the nominees named
below. Each of the nominees currently is a member of the Board of Directors of
the Fund and has previously been elected as a director by the Fund's
stockholders, except Heath B. McLendon. Each nominee has indicated that he will
serve if elected, but if any nominee 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. Michael S. Hyland and Thomas W. Brock, both
directors during the fiscal year ended July 31, 1998, resigned as Directors on
November 28, 1997 and March 31, 1998, respectively. Mr. Hyland resigned as
President of the Fund on November 28, 1997. The Fund represents that neither
Mr. Hyland nor Mr. Brock resigned as a result of any disagreement with
management in connection with the management of the Fund's affairs.
The following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
JULY 31, 1998
NOMINEES AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
NOMINEE TO SERVE UNTIL 1999 ANNUAL MEETING
OF STOCKHOLDERS
CLASS II DIRECTOR
Heath B. McLendon*, President; Managing 1998 64 515
Director, Salomon Smith Barney Inc.,
President and Director, Mutual
Management Corp. and Travelers
Investment Adviser, Inc.; Chairman of
Smith Barney Strategy Advisors Inc.
Prior to July 1993, Senior Executive
Vice President of Shearson Lehman
Brothers Inc. and Vice Chairman of
Shearson Asset Management.
NOMINEES TO SERVE UNTIL THE YEAR 2001
ANNUAL MEETING OF STOCKHOLDERS
CLASS I DIRECTORS
Dr. Riordan Roett, Member of the Audit 1996 59 0
Committee; Professor and Director,
Latin American Studies Program, Paul
H. Nitze School of Advanced
International Studies, Johns Hopkins
University.
Jeswald W. Salacuse, Member of the Audit 1996 59 0
Committee, Henry J. Braker
Professor of Commercial Law, and
formerly Dean, The Fletcher School
of Law & Diplomacy, Tufts University.
</TABLE>
The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
JULY 31, 1998
DIRECTORS AND PRINCIPAL OCCUPATIONS THE DIRECTOR -------------------
PAST FIVE YEARS SINCE AGE SHARES(A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
DIRECTOR SERVING UNTIL 1999 ANNUAL MEETING
OF STOCKHOLDERS
CLASS II DIRECTOR
Charles F. Barber, Member of Audit 1993 81 0
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
DIRECTOR SERVING UNTIL THE YEAR 2000
ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTOR
Daniel P. Cronin, Member of Audit 1993 52 1,000
Committee; Vice President and General
Counsel, Pfizer International Inc.;
Senior Assistant General Counsel,
Pfizer, Inc.
</TABLE>
(Footnotes on next page)
2
<PAGE>
(Footnotes from previous page)
- ------------------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
(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 nominees and directors also serve as directors of certain other
U.S.-registered investment companies, as described below. Mr. McLendon also
serves as a director for nine other investment companies advised by SBAM,
six investment companies advised by Value Advisors LLC ("Value Advisors") and
SBAM, forty-two investment companies managed and/or administered by Mutual
Management Corp., six investment companies advised by Travelers Investment
Management Company and seven investment companies managed by Travelers Asset
Management International Corporation. Mr. Barber also serves as a director of
fifteen other investment companies advised by SBAM and its affiliates, six other
investment companies advised by SBAM and Value Advisors, two other investment
companies advised by Advantage Advisors, Inc. and two other investment companies
advised by CIBC Wood Gundy Securities Corp. ("CIBC"). Mr. Cronin also serves as
a director of six other investment companies advised by SBAM. Dr. Roett also
serves as a director of three other investment companies advised by SBAM and six
other investment companies advised by SBAM and Value Advisors. Mr. Salacuse is a
director of, three other investment companies advised by SBAM, four other
investment companies advised by Value Advisors and OpCap Advisors and two other
investment companies advised by CIBC.
At July 31, 1998, 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 32,107,608 shares,
equal to approximately 93% 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 Mr. McLendon, the present executive officers of the
Fund are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE SINCE AGE
---- ------ ------- ---
<S> <C> <C> <C>
Peter J. Wilby Executive Vice President 1993 38
Thomas K. Flanagan Executive Vice President 1994 43
James E. Craige Executive Vice President 1996 30
Roger M. Lavan Executive Vice President 1996 35
Lewis E. Daidone Executive Vice President 1998 40
and Treasurer
Christina T. Snydor Secretary 1998 46
</TABLE>
Mr. Wilby has also been a Managing Director of SBAM and Salomon Smith
Barney Inc ("Salomon Smith Barney") since January 1996. Prior to January 1996,
he was a Director of SBAM and Salomon Smith Barney. Mr. Flanagan has also been a
Director of SBAM and Salomon Smith Barney since July 1991. Mr. Craige has also
been a Director of SBAM and Salomon Smith Barney since January 1998 and a Vice
President of SBAM and Salomon Smith Barney from May 1992 to December 1997. Mr.
Lavan has also been a Director of SBAM and Salomon Smith Barney since January
1996 and a Vice President of SBAM since May 1990 and a Vice President of Salomon
Smith Barney since March 1987. Mr. Daidone and Ms. Snydor also serve as
Managing Directors of Salomon Smith Barney. Mr. Daidone is Director and Senior
Vice President of Mutual Management Corp. and Travelers Investment Adviser,
Inc., and Ms. Snydor is General Counsel of Mutual Management Corp.
The Fund's Audit Committee is composed of Messrs. Barber, Cronin, Roett and
Salacuse. The principal functions of the Audit Committee are: (i) to recommend
to the Board the appointment of the Fund's independent accountants; (ii) to
review with the independent accountants the scope and anticipated cost of their
audit;
3
<PAGE>
and (iii) 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
fiscal year ended July 31, 1998. The Fund has no nominating or compensation
committees.
During the fiscal year ended July 31, 1998, the Board of Directors met
seven times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committee for which he was eligible.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to the directors by the Fund, as well as by the various other investment
companies advised by SBAM. The following table provides information concerning
the compensation paid to each director during the fiscal year ended July 31,
1998. 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 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 July 31, 1998 by the Fund to
Mr. McLendon, who is an "interested person," as defined under the 1940 Act.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM OTHER FUNDS
COMPENSATION ADVISED BY SBAM
NAME OF DIRECTORS FROM THE FUND AND ITS AFFILIATES TOTAL COMPENSATION
- ----------------- ------------- ------------------ ------------------
DIRECTORSHIPS(A) DIRECTORSHIPS(A)
<S> <C> <C> <C>
Charles F. Barber............................... $ 10,450 $ 142,042 (21)** $ 152,492 (22)**
Daniel P. Cronin................................ $ 9,750 $ 28,867 (6) $ 38,617 (7)
Dr. Riordan Roett............................... $ 10,450 $ 79,900 (9) $ 90,350 (10)
Jeswald W. Salacuse............................. $ 10,450 $ 57,600 (7) $ 68,050 (8)
</TABLE>
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
** Includes $18,175 in deferred compensation from six investment companies
advised by an affiliate of SBAM.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than 10% of the Fund's Common Stock, SBAM, and SBAM's directors and
officers, to file reports of ownership and changes 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.
REQUIRED VOTE
Directors are elected by a plurality of the votes cast by the holders of
shares of the Fund's Common Stock present in person or represented by proxy at a
meeting with a quorum present. 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.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected PricewaterhouseCoopers LLP
as the Fund's independent accountants for the fiscal year ending July 31, 1999.
The appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund
4
<PAGE>
has been advised by PricewaterhouseCoopers LLP that at July 31, 1998 neither
that firm nor any of its partners had any direct or material indirect financial
interest in the Fund. A representative of PricewaterhouseCoopers LLP will be
present 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.
REQUIRED VOTE
Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants requires the affirmative vote of the holders of a
majority of the shares of the Fund's Common Stock present in person or
represented by proxy at a 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.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE
SELECTION OF INDEPENDENT ACCOUNTANTS.
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 1999
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than July 7, 1999. Any stockholder who
desires to bring a proposal at the Fund's 1999 Annual Meeting of Stockholders
without including such proposal in the Fund's proxy statement must deliver
written notice thereof of the Secretary of the Fund (addressed to Salomon
Brothers 2008 Worldwide Dollar Government Term Trust Inc, 7 World Trade Center,
New York, New York 10048) during the period from September 17, 1999 to October
18, 1999.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended July 31, 1998 is available, free of charge, by writing to the Fund
c/o Salomon Brothers Asset Management Inc at the address listed on the front
cover of this Proxy Statement, or by calling toll-free 1-888-777-0102.
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 SBAM,
or its 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 such out-of-pocket expenses.
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.
November 4, 1998
5
<PAGE>
SALOMON BROTHERS 2008 WORLDWIDE DOLLAR GOVERNMENT TERM TRUST INC
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Heath B. McLendon and Robert A. Vegliante,
and each of them, attorneys and proxies for the undersigned, with full power of
substitution and revocation to represent the undersigned and to vote on behalf
of the undersigned all shares of Salomon Brothers 2008 Worldwide Dollar
Government Term Trust Inc (the "Fund") which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Fund to be held at 7 World
Trade Center, New York, New York in the Downtown Conference Center, on Thursday,
December 17, 1998 at 10:30 a.m., and at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying 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.
This proxy, if properly executed, will be voted in the manner directed
by the stockholder. If no direction is made, this proxy will be voted FOR the
election of the nominees as directors and FOR proposal 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
(continued on reverse side)
SALOMON BROTHERS 2008 WORLDWIDE DOLLAR GOVERNMENT TERM TRUST INC
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Heath B. McLendon and Robert A. Vegliante,
and each of them, attorneys and proxies for the undersigned, with full power of
substitution and revocation to represent the undersigned and to vote on behalf
of the undersigned all shares of Salomon Brothers 2008 Worldwide Dollar
Government Term Trust Inc (the "Fund") which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Fund to be held at 7 World
Trade Center, New York, New York in the Downtown Conference Center, on Thursday,
December 17, 1998 at 10:30 a.m., and at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying 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.
This proxy, if properly executed, will be voted in the manner directed
by the stockholder. If no direction is made, this proxy will be voted FOR the
election of the nominees as directors and FOR proposal 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
(continued on reverse side)
<PAGE>
/x/ Please mark your
votes as in this
example.
<TABLE>
<S> <C>
FOR ALL Nominees
listed at right WITHHOLD
(except as marked Authority to vote for all
to the contrary below) nominees listed at right Nominees:
Heath B. McLendon 2. The ratification of the
1. ELECTION Dr. Riordan Roett selection of PricewaterhouseCoopers
OF / / / / Jeswald W. Salacuse LLP as the independent accountants
DIRECTORS of the Fund for the fiscal year
ending July 31, 1999
FOR AGAINST ABSTAIN
/ / / / / /
(INSTRUCTION. To withhold th e 3. Any other business that may properly
authority to vote for any come before the meeting.
individual nominee(s) write the
name of the nominee(s) on the 4. I will be attending the meeting. / /
line below.)
Please Complete, Sign and Date hereon and
Mail in Accompanying Postpaid Envelope.
- -----------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
SIGNATURE DATE SIGNATURE DATE
------------------------- ------------------------- ------------------------- ----------------------
IF HELD JOINTLY
</TABLE>
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.
/x/ Please mark your
votes as in this
example.
<TABLE>
<S> <C>
FOR ALL Nominees
listed at right WITHHOLD
(except as marked Authority to vote for all
to the contrary below) nominees listed at right Nominees:
Heath B. McLendon 2. The ratification of the
1. ELECTION Dr. Riordan Roett selection of PricewaterhouseCoopers
OF / / / / Jeswald W. Salacuse LLP as the independent accountants
DIRECTORS of the Fund for the fiscal year
ending July 31, 1999
FOR AGAINST ABSTAIN
/ / / / / /
(INSTRUCTION. To withhold the 3. Any other business that may properly
authority to vote for any come before the meeting.
individual nominee(s) write the
name of the nominee(s) on the 4. I will be attending the meeting. / /
line below.)
Please Complete, Sign and Date hereon and
Mail in Accompanying Postpaid Envelope.
- -----------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
SIGNATURE DATE SIGNATURE DATE
------------------------- ------------------------- ------------------------- ----------------------
IF HELD JOINTLY
</TABLE>
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.
