<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
MUNICIPAL PARTNERS FUND II 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/ $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 II INC.
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
August 28, 1995
To the Stockholders:
The Annual Meeting of Stockholders of Municipal Partners Fund II Inc. (the
'Fund') will be held at 7 World Trade Center, New York, New York on the 38th
floor, on Thursday, October 26, 1995, at 10:00 a.m., for the purposes of
considering and voting upon:
1. The election of a director (Proposal 1).
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the fiscal year ending June 30,
1996 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on August 23, 1995 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:
<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>
MUNICIPAL PARTNERS FUND II 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 II 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 Thursday, October 26,
1995 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 August 31, 1995. 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 a
director and FOR proposal 2. The close of business on August 23, 1995 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 6,007,094 shares of Common Stock
outstanding and 900 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 Common Stock 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 a Director Holders of Preferred Stock
2. Ratification of Selection of Independent Accountants Holders of Preferred Stock and Common Stock
</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, the
holders of the Fund's Preferred Stock will be asked to elect one Class I
Director, to hold office until the 1998 Annual Meeting of Stockholders or
thereafter when his respective successor is elected and qualified. The terms of
office of the Class II and Class III Directors expire at the Annual
<PAGE>
Meeting of Stockholders in 1996 and 1997, 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.
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 nominee
named below. Mr. Hamilton is currently a member of the Board of Directors of the
Fund. He 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
JUNE 30, 1995 JUNE 30, 1995
NOMINEE AND PRINCIPAL OCCUPATION DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES
------------------------------------------ -------- --- ------------------- -------------------
<S> <C> <C> <C> <C>
NOMINEE TO SERVE UNTIL 1998 ANNUAL MEETING
OF STOCKHOLDERS
Allan C. Hamilton, Member of Audit 1993 74 2,070 -0-
Committee; formerly Vice President
and Treasurer, Exxon 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
JUNE 30, 1995 JUNE 30, 1995
NAME AND PRINCIPAL OCCUPATION DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES
------------------------------------------ -------- --- ------------------- -------------------
<S> <C> <C> <C> <C>
DIRECTORS SERVING UNTIL 1996 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 49 1,000 -0-
and Managing 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.
DIRECTORS SERVING UNTIL 1997 ANNUAL
MEETING OF STOCKHOLDERS
Mark C. Biderman*, Chairman; Managing 1994 49 -0- -0-
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
JUNE 30, 1995 JUNE 30, 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 48 -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))
</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 nominee represented more than 1% of the outstanding
shares of the Fund. Each nominee has sole voting and investment power with
respect to the listed shares.
Each of the nominees 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 May 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 5,096,349 shares,
equal to approximately 85% 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 38 1994
Alan M. Mandel Treasurer 37 1995
Tana E. Tselepis Secretary 59 1993
</TABLE>
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. Mandel has been a Vice President of SBAM since January 1,
1995. Prior to
3
<PAGE>
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 did not meet during the year ended
June 30, 1995. The Fund has no nominating or compensation committees.
During the fiscal year ended June 30, 1995, the Board of Directors met five
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 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 June 30, 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 June 30, 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......... $9,900 $ 46,950(5) $ 16,600(2) $ 54,875(7) $128,325(15)
Allan C. Hamilton......... $9,900 $ 9,900(1) $ 0 $ 21,050(3) $ 40,850(5)
Robert L. Rosen........... $7,800 $ 7,800(1) $ 7,450(1) $ 0 $ 23,050(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
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 June 30, 1995,
except that the Form 3--Initial Statement of Beneficial Ownership of Securities
for Charles DeMarco, Vice President of Advantage, was inadvertently not timely
filed.
REQUIRED VOTE
The election of Mr. Hamilton 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. The
presence in person or by proxy of stockholders of the Fund entitled to cast at
least a majority of the votes
4
<PAGE>
entitled to be cast shall constitute 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 June 30, 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 June 30, 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 1996
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than May 3, 1996.
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.
August 28, 1995
5
<PAGE>
MUNICIPAL PARTNERS FUND II INC.
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Alan M. Mandel and Tana E. Tselepis, and both
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 Common Stock of Municipal Partners Fund II 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
on the 38th floor, on Thursday, October 26, 1995 at 10:00 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 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> <C> <C> <C> <C>
2. The ratification of the FOR AGAINST ABSTAIN
selection of Price / / / / / /
Waterhouse LLP as indepen-
dent accountants of the
Fund for the fiscal year
ending June 30, 1996.
3. Any other business that
may properly come before
the meeting.
4. I will be attending the / /
meeting.
Please Complete, Sign and Date hereon and
Mail In Accompanying Postpaid Envelope.
</TABLE>
<TABLE>
<S> <C> <C> <C>
SIGNATURE DATE DATE
------------------------------ --------------- ----------------------------- ---------------
SIGNATURE 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.
<PAGE>
MUNICIPAL PARTNERS FUND II INC.
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Alan M. Mandel and Tana E. Tselepis, and both
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 Preferred Stock of Municipal Partners Fund II
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 on the 38th floor, on Thursday, October 26, 1995 at 10:00 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
Nominee
listed at right WITHHOLD
(except as Authority to
marked to vote for all
the contrary nominees listed
below). at right
1. ELECTION OF / / / / Nominees: Class I: 2. The ratification of the FOR AGAINST ABSTAIN
A DIRECTOR Allan C. Hamilton selection of Price / / / / / /
Waterhouse LLP as indepen-
dent accountants of the
Fund for the fiscal year
ending June 30, 1996.
(INSTRUCTION: To withhold the authority to 3. Any other business that
vote for the individual nominee write the may properly come before
name of the nominee on the line below.) the meeting.
------------------------------------------ PREFERRED STOCK
4. I will be attending the / /
meeting.
Please Complete, Sign and Date hereon and
Mail In Accompanying Postpaid Envelope.
</TABLE>
<TABLE>
<S> <C> <C> <C>
SIGNATURE DATE DATE
------------------------------ --------------- ----------------------------- ---------------
SIGNATURE 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.
