<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
The Emerging Markets Floating Rate Fund Inc.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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>
THE EMERGING MARKETS FLOATING RATE FUND INC.
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 21, 1998
To the Stockholders:
The Annual Meeting of Stockholders (the 'Meeting') of The Emerging Markets
Floating Rate Fund Inc. (the 'Fund') will be held at 7 World Trade Center, 45th
Floor, New York, New York, on Monday, June 22, 1998, at 10:00 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 Price Waterhouse LLP as the
independent accountants of the Fund for the year ending February 28, 1999
(Proposal 2);
3. Any other business that may properly come before the meeting.
The close of business on April 28, 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,
Noel B. Daugherty
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>
THE EMERGING MARKETS FLOATING RATE 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 The Emerging Markets Floating Rate 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, 45th Floor, New York, New York, on Monday, June
22, 1998 at 10:00 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. This proxy statement and the accompanying form of proxy are
first being mailed to stockholders on or about May 21, 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 April 28, 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 April 28, 1998, there were 4,190,059 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.
Value Advisors LLC ('Value Advisors'), whose principal business address is
800 Newport Center Drive, Suite 100, Newport Beach, California 92660, is the
Fund's investment manager. Value Advisors is a wholly-owned subsidiary of PIMCO
Advisors L.P. ('PIMCO').
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.
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 III
Directors to hold office until the year 2000 and 2001 Annual Meetings of
Stockholders, respectively, or thereafter when their respective successors are
duly elected and qualified. The terms of office of the Class I Directors and the
remaining Class II Director expire at the Annual Meetings of Stockholders in the
years 1999 and 2000, respectively, or thereafter in each case when their
respective successors are duly elected and
<PAGE>
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 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 Fund's Board of Directors and each has
previously been elected 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.
The following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
FEBRUARY 28, 1998
NOMINEES AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES (A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
NOMINEE TO SERVE UNTIL THE YEAR 2000
ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTOR
Heath B. McLendon*, Co-Chairman; Managing 1998 64 106
Director, 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 III DIRECTORS
William D. Cvengros*, Co-Chairman; Chief 1997 49 0
Executive Officer and President of
Value Advisors and Chief Executive
Officer and President of PIMCO
Advisors.
Charles F. Barber, Member of Audit 1994 81 500
Committee; Consultant; formerly,
Chairman of the Board, ASARCO
Incorporated.
</TABLE>
The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
FEBRUARY 28, 1998
DIRECTORS AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES (A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL THE YEAR 2000
ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS
Leslie H. Gelb, Member of the Audit 1994 60 0
Committee; President, The Council on
Foreign Relations; formerly,
Columnist, Deputy Editorial Page
Editor and Editor, Op-Ed Page, The
New York Times.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
FEBRUARY 28, 1998
DIRECTORS AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES (A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL 1999 ANNUAL
MEETING OF STOCKHOLDERS
CLASS I DIRECTORS
Jeswald W. Salacuse, Member of Audit 1994 59 200
Committee; Henry J. Braker Professor
of Commercial Law and formerly Dean,
The Fletcher School of Law &
Diplomacy, Tufts University.
Riordan Roett, Member of Audit Committee; 1995(B) 59 0
Professor and Director, Latin
American Studies Program, Paul H.
Nitze School of Advanced Interna-
tional Studies, Johns Hopkins
University.
</TABLE>
- ------------------
* 'Interested person' as defined in the Investment Company Act of 1940, as
amended (the '1940 Act').
(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.
(B) Mr. Roett also served as a director of the Fund from February 1994
through June 1994.
Each of the nominees and directors also serves as a director of certain
other registered investment companies, as described below. Mr. McLendon also
serves as a director of ten other investment companies advised by SBAM, five
other investment companies advised by both 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 ten other investment
companies advised by SBAM, five other investment companies advised by both Value
Advisors and SBAM and two other investment companies advised by Advantage
Advisers, Inc. ('Advantage'). Messrs. Cvengros and Roett are directors of five
other investment companies advised by both Value Advisors and SBAM. Messrs. Gelb
and Salacuse are directors of three other investment companies advised by both
Value Advisors and SBAM and one other investment company advised by Value
Advisors. Messrs. Roett and Salacuse are also directors of three other
investment companies advised by SBAM. Messrs. Salacuse and Gelb also serve as
directors of two other investment companies advised by Advantage, and Mr.
Salacuse serves as a director of one other investment company advised by Value
Advisors.
At February 28, 1998, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund's Common Stock.
To the knowledge of the Fund's management, no person owned of record or owned
beneficially, more than 5% of the Fund's outstanding shares of Common Stock at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 3,896,070 shares, equal to approximately 93% of
the outstanding shares of the Fund's Common Stock.
The Fund's executive officers are chosen each year at the first meeting of
the Fund's Board of Directors 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. Cvengros and McLendon, the present executive officers of the Fund are:
3
<PAGE>
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
---- ------ --- -------
<S> <C> <C> <C>
Stephen J. Treadway President 50 1997
Peter J. Wilby Executive Vice President 38 1994
Thomas K. Flanagan Executive Vice President 43 1994
Newton B. Schott, Jr. Executive Vice President 55 1997
Lewis E. Daidone Executive Vice President 40 1998
and Treasurer
Noel B. Daugherty Secretary 32 1997
Alan M. Mandel Controller 40 1995
</TABLE>
Mr. Treadway has also served as an Executive Vice President of PIMCO
Advisors and as Chairman and President of PIMCO Funds Distributors LLC ('PFD')
and its predecessor since May 1996 and as an Executive Vice President of Value
Advisors since November 1997. Prior to May 1996, Mr. Treadway was employed by
Smith Barney Inc. for more than 18 years, serving in various senior officer
positions. Mr. Wilby has also been a Managing Director of SBAM and Salomon
Brothers Inc ('SBI') since January 1996. Prior to January 1996, he was a
Director of SBAM and SBI. Mr. Flanagan has also been a Director of SBAM and SBI
since July 1991. Mr. Schott has also served as Senior Vice President of Value
Advisors since November, 1997. He currently serves as the Executive Vice
President, Chief Administrative Officer, Secretary and General Counsel to PFD
and has held such positions or other senior officer positions in PFD since May,
1990. From November 1994 to December 1996, Mr. Schott served as Senior Vice
President-Legal and Secretary to PIMCO Advisors, PFD's parent company. In
addition, since November 1994, Mr. Schott has also served as Secretary and
General Counsel for Columbus Circle Investors. Mr. Mandel has also been a
Director of SBAM and SBI since January 1998, and a Vice President of SBAM and
SBI from January 1995 to January 1998. From October 1991 through December 1994,
he was Chief Financial Officer of Hyperion Capital Management, Inc. Mr. Daidone
also serves as a Managing Director of Smith Barney and Director and Senior Vice
President of Mutual Management Corp. and Travelers Investment Adviser, Inc. Mr.
Daugherty has also been an employee of SBAM since November 1996. From August
1993 to October 1996, he was an employee of Chancellor LGT Asset Management and
an employee of The Dreyfus Corporation prior to August 1993.
The Fund's Audit Committee is composed of Messrs. Barber, Gelb, Salacuse
and Dr. Roett. 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; 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. The Audit Committee
met twice during the fiscal year ended February 28, 1998. The Fund has no
nominating or compensation committees.
During the fiscal year ended February 28, 1998, the Board of Directors met
nine 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 directors by the Fund, as well as by the various other investment
companies advised by Value Advisors and/or SBAM. The following table provides
information concerning the compensation paid during the fiscal year ended
February 28, 1998 to each director of the Fund.
4
<PAGE>
Each of the directors listed below are members of the Fund's Audit Committee of
the Fund and other committees of certain other investment companies advised by
Value Advisors and/or SBAM, and, accordingly, the amounts provided in the table
include compensation for service on such committees. The Fund pays no pension or
retirement benefits to directors. In addition, no remuneration was paid during
the fiscal year ended February 28, 1998 by the Fund to Messrs. Cvengros and
McLendon, who are 'interested persons,' as defined in 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 DIRECTOR FROM FUND VALUE ADVISORS 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...... $8,000 $42,800(5) $ 16,700(2) $ 64,600(9) $151,947(17)*
Leslie H. Gelb......... $8,000 $24,400(3) $ 16,300(2) $ 0 $ 48,700(6)
Jeswald W. Salacuse.... $7,300 $23,700(3) $ 16,500(2) $ 25,600(3) $ 73,100(9)
Dr. Riordan Roett...... $8,000 $32,900(5) $ 0 $ 25,600(3) $ 66,500(9)
</TABLE>
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
* Includes compensation from investment companies advised by affiliates of
SBAM.
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 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 compiled with
applicable filing requirements during the fiscal period ended February 28, 1998,
except that Thomas K. Flanagan, Rodney B. Berens, Jennifer G. Muzzey and Vilas
V. Gadkari have inadvertently failed to timely file their Initial Reports on
Form 3.
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 at which a quorum is 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.
5
<PAGE>
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Fund's Board of Directors has selected Price Waterhouse LLP as the
Fund's independent accountants for the year ending February 28, 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 has been advised by Price Waterhouse LLP that at February 28, 1998
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.
REQUIRED VOTE
Ratification of the selection of Price Waterhouse 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 at which a quorum is 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 'NON-INTERESTED' DIRECTORS, 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 January 21, 1999.
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,
Value Advisors 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 such out-of-pocket expenses.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended February 28, 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, or by calling toll-free 1-888-777-0102.
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.
May 21, 1998
6
<PAGE>
THE EMERGING MARKETS FLOATING RATE FUND INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Heath B. McLendon, Robert A. Vegliante,
Noel B. Daugherty and Alan M. Mandel, 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 The
Emerging Markets Floating Rate Fund 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, 45th Floor, New York, New York, on Monday, June 22, 1998
at 10:00 a.m., and at any adjournment 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 NOMINEES AS DIRECTORS AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
(CONTINUED ON REVERSE SIDE)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
THE EMERGING MARKETS FLOATING RATE FUND INC.
June 22, 1998
Please Detach and mail in the Envelope Provided
A /X/ Please mark your
votes as in this
example
<TABLE>
<CAPTION>
FOR ALL Nominees WITHHOLD authority
listed at right to vote for
(except as marked all nominees
to the contrary below) listed at right
<S><C><C> <C>
1. ELECTION / / / / Nominees to serve until the year 2000:
OF Heath B. McLendon
DIRECTORS Nominees to serve until the year 2001:
Charles F. Barber
William D. Cvengros
</TABLE>
INSTRUCTIONS: To withhold authority to vote for any indivual nominee, write the
name of the nominee(s) on the line below.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. The ratification of the selection of Price / / / / / /
Waterhouse LLP as independent
accountants of the Fund for the fiscal
year ending February 28, 1998.
3. Any other business that may properly come before the meeting.
4. I will be attending the meeting. / /
Please Complete, Sign and Date (illegible word) and Mail in the Accompanying
Post-paid Envelope.
SIGNATURE DATE DATE
- ------------------ ------ ------------------------- -----------
SIGNATURE IF HELD JOINTLY
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 officer of a corporation, please give full title.
