Karpus
Management Inc. d/b/a/ Karpus Investment Management
183
Sully’s Trail
Pittsford,
New York 14534
2005
SPECIAL MEETING OF THE STOCKHOLDERS OF
REAL
ESTATE INCOME FUND
This
Proxy Statement and the enclosed GREEN proxy card are being furnished to
you,
the stockholders of the Real Estate Income Fund, a Maryland corporation,
in
connection with the solicitation of proxies by Karpus Management Inc. d/b/a
Karpus Investment Management (KIM) for use at the 2005 special meeting of
stockholders of the Funds, including any adjournments or postponements thereof
and any consequent special meeting that may be called.
KIM
is
soliciting proxies to take the following actions at the Meeting:
|
(1)
|
To
vote FOR the termination of the Management Agreement between the
Fund(s)
and Citigroup Inc., the parent company of Salomon Brothers Asset
Management Inc.
|
|
(2)
|
To
vote AGAINST approving a new Management Agreement with Legg Mason
Inc.
|
Copies
of
the Fund’s most recent annual report and semi-annual report succeeding such
annual report, if any, are available without charge to the stockholders upon
request to the Fund at 125 Broad Street, New York, New York 10004, or by
calling
toll free at 1-800-451-2010.
The
Fund
has announced that a special meeting of the stockholders of the Real Estate
Income Fund Inc. will be held at Citigroup Center, 153 East 53rd
Street,
14th
Floor,
New York, New York 10022 at _________a.m. (New York time) on Tuesday October
11,
2005. The Fund has announced that the record date (the “Record Date”) for
determining stockholders entitled to notice of and to vote at the Meeting
is
August 22, 2005.
The
date
of this Proxy Statement is August 23, 2005. This Proxy Statement is first
being
furnished to Fund stockholders on or about September ____ 2005.
As
of
August 16, 2005, KIM is the beneficial owner of 103,894 shares of the common
stock of the Real Estate Income Fund Inc, (RIT) which represents .94% of
the
issued and outstanding common stock.
Additional
information concerning KIM, who is soliciting your proxy, is set forth under
the
heading “Information Concerning the Participant in the
Solicitation”.
The
enclosed GREEN proxy card may be executed by holders of record as of the
Record
Date. You are urged to sign and date the enclosed GREEN proxy card and return
it
in the enclosed envelope whether or not you plan to attend the Meeting. Your
last dated proxy is the only one that counts, so return the GREEN proxy card
even if you have already delivered a prior proxy. We urge you not to return
any
proxy card sent to you by the Fund.
THIS
SOLICITATION IS BEING MADE BY KARPUS MANAGEMENT INC.
d/b/a
KARPUS
INVESTMENT MANGEMENT AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT
OF THE FUND.
If
you
have any questions concerning this Proxy Statement or need help in voting
your
shares, please contact either:
Karpus
Investment Management Inc.
Cody
B.
Bartlett Jr., CFA, Investment Strategist
(585)
586-4680 (ext. 235)
or
INTRODUCTION
This
proxy solicitation comes to you for one very important reason. Your fund,
(RIT)
the Real Estate Income Fund Inc. is asking you to approve a new Management
Agreement with a new manager for the Fund. You as stockholders of the Fund
have
the opportunity NOW to make Fund Management sit-up and pay
attention!
|
1.
|
Termination
of the Management Agreement with Citigroup Inc. the parent company
of the
Fund’s investment adviser, Salomon Brothers Asset
Management.
|
The
Fund
is seeking your permission to approve a new management agreement for the
Fund.
It is the belief of Karpus Investment Management (KIM) that the stockholders
of
the Fund are entitled to receive an economic benefit at this time, before
the
transaction would occur.
Karpus
Investment Management believes that the shareholders of the Fund are not
receiving the economic benefits that they are entitled to receive. Although
not
specified in the original Fund’s prospectus, KIM believes that current
management has a fiduciary duty to address the wide discount to net asset
value
currently being experienced by the Fund. The Board should address this loss
of
economic value prior to the approval of a new investment management contract.
Shareholders that purchased these shares at the initial price offering will
suffer considerable damages should they have to sell shares because they
do not
wish to change investment managers. The current portfolio management team
has
performed well; what consideration are Shareholders being offered to compensate
for the risk a change in investment management?
KIM
believes the current Fund Management and the Board of Directors of the Fund
have
not taken adequate measures to close the discount to net asset value that
the
Fund has historically maintained. KIM further believes that the Fund Management
and Board of Directors have been negligent in their duties to shareholders
by
not vigilantly taking steps to mitigate or eradicate the discount and improve
the economic well being of the shareholders.
The
following table illustrates the historic discount of the Fund from its
inception. Source of Data Bloomberg Inc.
| |
|
|
Discount
History
|
RIT
|
|
IPO
|
+6.00%
|
|
6
Months After
|
+1.81%
|
|
1
Year After
|
-5.22%
|
|
Current
(07/31/05)
|
-13.93%
|
Large
shareholders who do not agree with the approval of the new management contract
could be forced to sell shares in the market and could potentially depress
the
market price causing the discount to widen further. As can be deduced from
the
table above, the investors that participated in the IPO of this fund have
experienced a tremendous loss of value due to the erosion of the Fund’s premium
and widening of the discount. This fund was incepted in 2002 and now a little
more than three years later they are being asked to change investment managers.
These Shareholders should be allowed the opportunity to at least receive
net
asset value for their shares.
It
is
also the belief of KIM that any shareholder that has sold shares in the market
place since the initial price offering has been economically harmed because
of
selling the shares at a severe discount to net asset value. KIM believes
that
the Board or Directors has not fulfilled their fiduciary duty to the
shareholders.
II.
To
vote against approving a new Investment Management contract with Legg Mason,
Inc.
We,
as
stockholders of the Fund, have no confidence that a new investment management
contract will address the severe discount to net asset value at which the
Fund
has historically traded. We are not being asked to elect a new Board of
Directors at this time. The present Board has failed to manage the discount
of
the Fund and will remain in the Fund at this point.
KIM
believes, as shareholders of the Fund, that adequate time has expired for
the
Board to take action. We have no reason to believe that a change in investment
managers will result in action to address the trading discount.
The
Fund
presently has provisions in its articles of incorporation and bylaws
which
limit the ability of other entities or persons to acquire control of the
portfolio or to modify its structure. They include the following:
Tiered
Board Structure.
The
Board of Directors is classified into three classes, with terms of one, two,
and
three years initially and three years thereafter with only one class of
Directors standing for election in any year. This prevents replacement of
a
majority of Directors for up to a two year period. In effect this means that
if
KIM wanted to propose new “Independent” Directors to the Fund, it would take at
least 2 years to install a majority of the Board.
Super-Majority
Voting Requirements to Remove Directors.
Directors can be removed only for cause and by a vote of 75% of the outstanding
shares entitled to vote on the matter.
Super-Majority
Voting Requirements to Take Certain Action.
The
Fund cannot be converted from a closed-end to an open-end investment company
without the approval of 75% of the Fund’s Directors. In addition, unless
two-thirds of the Fund’s non-interested Directors approve the transaction, the
affirmative vote of the holders of at least two-thirds of the shares will
be
required to authorize the portfolio’s conversion from a closed-end to an
open-end investment company or generally to authorize any of the following
transaction: (i) merger, consolidation or share exchange of the portfolio
with
or into ay other corporation; (ii) dissolution or liquidation of the portfolio,
(iii) sale, lease, exchange or other disposition of all or substantially
all of
the assets of the portfolios; (iv) change in the nature of the business of
the
portfolio so that it would cease to be an investment company registered under
the 1940 Act; or (v) sale, lease or exchange of the portfolio, in exchange
for
securities of the portfolio, of any assets of any entity or person (except
assets having an aggregate fair market value of less than $1,000,000). The
affirmative vote of at least two-thirds of the shares will be required to
amend
the articles of incorporation or bylaws to change any of the foregoing
provisions.
Due
to
the control provisions outlined in the original prospectuses, it would be
very
hard for Shareholders to impose their will upon Fund Management. This is
a
unique opportunity for disgruntled Shareholders to express their dissatisfaction
with Fund Management.
KIM
BELIEVES THAT BY NOT APPROVING THE NEW MANAGEMENT CONTRACT WITH LEGG MASON,
INC,
STOCKHOLDERS OF THE FUND HAVE THE ABILITY TO FORCE THE PRESENT BOARD OF
DIRECTORS TO MEET STOCKHOLDER EXPECTATIONS.
It
is
the opinion of KIM that this may be the only chance for stockholders to receive
the economic benefit that they are entitled to, NET ASSET VALUE!
Required
vote.
When
you
return the GREEN proxy card you will be voting FOR the proposal to (i) terminate
the Management Agreement between the Fund(s) and Citigroup Inc., the parent
company of Salomon Brothers Asset Management Inc. (ii) to vote against approving
a new Management Agreement with Legg Mason Inc.
Other
Matters
Other
than the proposals described above, we are not aware of any other matters
to be
brought before the Meeting. Should other matters be brought before the Meeting,
the persons named as proxies in the enclosed GREEN proxy card will vote on
such
matters in their discretion.
VOTING
PROCEDURES
Voting
and Revocation of Proxies
For
the
proxy solicited hereby to be voted, the enclosed GREEN proxy card must be
signed, dated and returned to Karpus Investment Management c/o
______________________ at the address set forth on the last page of this
Proxy
Statement, in the enclosed envelope, in time to be voted at the Meeting.
If you
wish to vote in accordance with our recommendations, you must submit the
enclosed GREEN proxy card and must NOT subsequently submit the Fund’s proxy
card. If you have already returned the Fund’s proxy card, you have the right to
revoke it as all matters covered thereby and may do so by subsequently signing,
dating and mailing the enclosed GREEN proxy card. ONLY YOUR LATEST DATED
PROXY
WILL COUNT AT THE MEETING. Execution of a GREEN proxy card will not affect
your
right to attend the Meeting and to vote in person.
Any
proxy
may be revoked as to all matters covered thereby at any time prior to the
time a
vote is taken by (i) submitting to the Fund or to us a later dated written
revocation or duly executed proxy’ or (ii) attending and voting at the Meeting
in person (attendance at the Meeting will not in and of itself constitute
a
revocation).
Although
a revocation of a proxy solicited by the Fund will be effective only if
delivered to the Fund, we request that either the original or a copy of all
revocations be mailed to Karpus Investment Management c/o
________________________ at the address set forth on the back page of this
Proxy
Statement, so that we will be aware of all revocations and can more accurately
determine if and when the requisite proxies have been received.
Shares
of
Common Stock represented by a valid unrevoked GREEN proxy card will be voted
as
specified. Shares represented by a GREEN proxy card where no specification
has
been made will be voted:
|
*
|
FOR
the termination of the Management Agreement between the Fund(s)
and
Citigroup Inc., the parent company of Salomon Brothers Asset Management
Inc.
|
| * |
AGAINST
approving a new Management Agreement with Legg Mason
Inc.
|
If
any of
your shares were held in the name of the brokerage firm, bank nominee, or
other
institution on the Record Date, only that institution can vote your shares
and
only upon specific receipt of your specific instructions. Accordingly, please
promptly contact the person responsible for your account at such institution
and
instruct that person to execute and return the GREEN proxy card on your behalf.
You should also promptly sign, date, and mail the voting instructions form
(or
GREEN proxy card) that your broker or bankers sends you. Please do this for
each
account you maintain to ensure that all of your shares are voted. If any
of your
shares were held in the name of a brokerage firm, bank, bank nominee, or
other
institution on the Record Date, to revoke your proxy you will need to give
appropriate instructions to such institution. IF YOU DO NOT GIVE INSTRUCTIONS
TO
YOUR BROKER OR OTHER NOMINEE, YOUR SHARES WILL NOT BE VOTED.
Only
holders of record as of the close of business on the Record Date will be
entitled to vote at the meeting. If you were a stockholder of record on the
Record Date, you will retain your voting rights for the Meeting even if you
sell
shares after the Record Date. Accordingly, it is important that you vote
the
shares you owned on the Record Date or grant a proxy to vote such shares,
even
if you sell some or all of your shares after the Record Date.
Based
on
publicly available information, the shares of Common and Preferred Stock
are the
only shares of capital stock of the Fund entitled to notice of, and to vote
at,
the Meeting. According to the Fund’s Annual Report for the period ending
December 31, 2004 for RIT there were 11,069,242 Common and 2600 Preferred
Stock
issued and outstanding. Every holder of shares of Common Stock is entitled
to
one (1) vote for each share of Common or Preferred Stock held.
Shareholder
Approval
In
accordance with the Fund’s Amended and Restated Bylaws, at the Meeting, the
presence in person or by proxy of stockholders entitled to cast (without
regard
to class) a majority of all the votes entitled to be cast at such meeting
on any
matter shall constitute a quorum. Shares represented by proxies that reflect
abstentions and broker non-votes will be counted as shares that are present
and
entitled to vote for purposes of determining the presence of a quorum. “Broker
non-votes” occur when a broker has not received voting instructions from the
beneficial owner of the shares and either declines to exercise its discretionary
voting authority or is barred from doing so because the proposal is contested.
SOLICITATION
OF PROXIES
In
connection with our solicitation of proxies for use at the Meeting, proxies
may
be solicited by mail, courier service, advertisement, telephone, telecopier,
or
other electronic means, and in person. Solicitations may be made in the manner
set forth in the Proxy Statement, by certain of the officers or employees
of
Karpus Investment Management, none of whom will receive additional compensation
for such solicitations. We may request banks, brokerage firms, and other
custodians, nominees, and fiduciaries to forward all of the solicitation
material to the beneficial owners of the shares of the Common and Preferred
Stock they hold of record.
We
have
retained _____________ for solicitation and advisory services in connection
with
the solicitation of proxies. Karpus will pay a fee to be mutually agreed
upon
between Karpus and ________ based on the services provided.
All
expenses associated with any solicitation of proxies by Karpus in connection
with the Meeting will be borne directly by Karpus and clients of Karpus
Investment Management. Karpus intends to seek reimbursement from Citigroup
and
Salmon Brothers Asset Management and the Board of Directors should the proposals
be approved. We estimate that the costs incidental to our solicitation of
proxies, including expenditures for advertising, printing, postage, legal
and
related expenses, will be approximately $______. Karpus has no estimate of
costs
incurred to date. Karpus intends to deliver a proxy statement and form of
proxy
to holders of at least the percentage of the Fund’s voting shares required under
applicable law to carry Proposal (i) and Proposal (ii).
INFORMATION
CONCERNING THE PARTICIPANT IN THE SOLICITATION
Karpus
Investment Management was founded in 1986 by George Karpus and Jo Ann Van
Degriff. Karpus is an independent registered Investment Adviser with slightly
over 1 billion dollars under management. KIM is employee owned.
KIM’s
founding goal is to achieve investment results in the top quartile of
professionally managed monies over a three-to-five year period based on each
client’s risk/return objective. KIM provides customized, conservative investment
management for high net worth individuals, pension plans, foundations,
endowments, trusts, estates, and Taft Hartley accounts. KIM is located in
Pittsford, NY (a suburb of Rochester, NY).
KIM
prides itself in independent research. One of the fundamental beliefs of
KIM is
that “street research” is tainted with conflicting motives. KIM is not
affiliated with any brokerage firm.
KIM
has
gained national recognition through rankings in as a “Worlds Best Money Manager”
according to Nelson Information.
Officers
and Key Employees of Karpus Management Inc d/a/a Karpus Investment Management
Inc.
SUMMARY
BIOGRAPHIES - KARPUS INVESTMENT MANAGEMENT
|
Karpus
Professional
|
Overall/Firm
|
|
|
Higher
Education
|
|
Other
Experience
|
| |
|
|
|
|
|
|
|
George
W. Karpus *
CEO
& Chief Investment Officer
|
36/19
|
|
MS
BS
|
Rensselaer
Polytechnic Institute
St.
Lawrence University - Physics
|
|
Qualified
Consulting, Inc., Bache & Co.,
Marine
Midland, Shearson Hayden-Stone
|
| |
|
|
|
|
|
|
|
Jo
Ann Van Degriff *
Executive
Vice President
|
36/19
|
|
BS |
Elmira
College - Economics
|
|
Marine
Midland Bank -
Trust
Dept. Investment Services
|
| |
|
|
|
|
|
|
|
Dana
R. Consler *
Senior
Vice President
|
29/11
|
|
MBA
BS
|
Boston
University
Rollins
College - Economics
|
|
Marine
Midland Bank -
Trust
Dept. Investment Services
|
| |
|
|
|
|
|
|
|
Kathleen
F. Crane *
Chief
Financial Officer
|
19/19
|
|
BS |
St.
Bonaventure University - Management Science
|
|
|
| |
|
|
|
|
|
|
|
Sharon
L. Thornton *
Senior
Fixed Income Analyst/Portfolio Mgr.
|
31/15
|
|
BS |
University
of Rochester - Economics
|
|
Marine
Midland, Cowen & Co.,
Sage
Rutty
|
| |
|
|
|
|
|
|
|
Thomas
M. Duffy, Client Support/
Office
Support Manager *
|
14/13
|
|
BA |
SUNY
Geneseo - Communications
|
|
Fleet
Bank -Client Services -
Mutual
Fund Areas
|
| |
|
|
|
|
|
|
|
Cody
B. Bartlett, Jr., CFA
Investment
Strategist &
Senior
Fixed Income Analyst
|
7/7
|
|
CFA
MS
BA
|
Chartered
Financial Analyst
Rochester
Inst. of Technology - Finance
SUNY
Fredonia - Psychology
|
|
|
| |
|
|
|
|
|
|
Shares
of
the Real Estate Income Fund Inc. beneficially owned by Officers/ Employees/
and
Directly Related Accounts of Such.
| |
|
Karpus
Share Ownership
|
|
|
RIT
|
|
GEORGE
W. KARPUS
|
4900
|
|
KATHLEEN
KARPUS
|
100
|
|
DANA
CONSLER
|
160
|
|
*APOGEE
PARTNERS, L.P.
|
31,200
|
|
**GARNSEY
PARTNERS, L.P.
|
31,145
|
*George
Karpus Owns 1.30%
**George
Karpus Owns 5.51%
In
addition, other than as set forth in this Proxy Statement, there are no
contracts, arrangement, or understandings entered into by any of the
participants in the solicitation or, to the participants’ knowledge, any of
their respective associates within the past year with any person with respect
to
any of the Fund’s securities, including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division or losses or profits, of the giving or
withholding of proxies.
Except
as
set forth in the Proxy Statement, none of the participants in the solicitation
or, to the participants’ knowledge, any of their respective associates has
entered into any agreement or understanding with any person with respect
to (i)
any future employment by the Fund or its affiliates or (ii) any future
transactions to which the Fund or any of its affiliates will or may be a
party.
CERTAIN
INFORMATION ABOUT THE FUND
The
Fund
is a Maryland Corporation with its principal executive office located at
125
Broad Street 10th
Floor,
New York, New York 10004.
The
Fund
is subject to the informational requirements of the Exchange Act and the
Investment Company Act of 1940, as amended, and in accordance therewith files
reports, proxy statements, and other information with the SEC. Reports,
registration statements, proxy statements, and other information filed by
the
Fund with the SEC can be inspected and copied at the public reference facilities
maintained by the SEC at the Public Reference Room, 450 Fifth Street, N.W.
Room
1024, Washington D.C. 20549. Documents filed electronically by the Fund are
also
available at the SEC’s Web site: http://www.sec.gov.
OTHER
MATTERS TO BE CONSIDERED AT THE MEETING.
Except
as
set forth in the Proxy Statement, we are not aware of any matters to be brought
before the Meeting. Should other matters properly be brought before the Meeting,
that attached GREEN proxy card, when duly executed, will give the proxies
named
therein discretionary authority to vote on all such matters and on all matters
incident to the conduct of the Meeting. Such discretionary authority will
include the ability to vote shares on any proposal to adjourn the Meeting.
Execution and delivery of a proxy by a record holder of shares of Common
Stock
or Preferred Stock will be presumed to be a proxy with respect to all shares
held by such record holder unless the proxy specifies otherwise.
STOCKHOLDER
PROPOSALS FOR THE FUND’(S) ANNUAL MEETINGS
A
shareholder proposal intended to be presented at the Fund(s) next annual
meeting
of shareholders must be (or must have been) received at the offices of that
Fund, 125 Broad Street, 10th
Floor,
New York New York 10004, not later than November 28, 2005, in the case of
RIT,
to be included in the proxy statement and the form of proxy relating to the
meeting. The submission by a shareholder of a proposal for inclusion in the
proxy statement does not guarantee that it will be included in a proxy
statement. Shareholder proposals are subject to certain regulations under
the
federal securities laws.
The
persons named as proxies for a Fund’s next annual meeting of the shareholders
will have discretionary authority to vote on any matter presented by a
shareholder for action at that meeting unless that Fund receives (or received)
notice of the matter between January 26, 2006 and February 25, 2006, in the
case
of RIT, in which case these persons will not have discretionary voting authority
except as provided in the SEC’s rules governing shareholders
proposals.
ADDITIONAL
INFORMATION
The
information concerning the Fund contained in this Proxy Statement has been
taken
from, or is based upon, publicly available information. Although we do not
have
any information that would indicate that any information contained in this
Proxy
Statement concerning the Fund is inaccurate or incomplete, we do not take
any
responsibility for the accuracy or completeness of such information
The
address of Salomon Brothers Asset Management is 125 Broad Street, 10th
Floor,
New York, New York 10004.
Questions,
or requests for additional copies of the Proxy Statement, should be directed
to:
Karpus
Investment Management
183
Sully’s Trail
Pittsford,
New York 14534
Cody
B.
Bartlett Jr., CFA, Investment Strategist
585-586-4680
(ext. 235)
e-mail:
cody@karpus.com
(Name
of
Fund)
PROXY
FOR
A SPECIAL MEETING OF SHAREHOLDERS
TO
BE
HELD OCTOBER 11, 2005
The
undersigned, revoking prior proxies, hereby appoints _________, and each
of
them, Proxies with several powers of substitution, to vote all of the shares
of
stock of _______________owned by the undersigned and entitled to vote at
the
Special Meeting of Shareholders of ______________ to be held at Citigroup
Center, 153 East 53rd
Street,
14th
Floor,
New York, New York, at ________a.m. (New York time) on Tuesday, October 11,
2005, or at any postponement or adjournment thereof, upon the following matters
as described in the Notice of Meeting and accompanying Joint Proxy Statement,
which have been received by the undersigned.
When
properly executed, this proxy will be voted in the manner directed herein
by the
undersigned shareholder. If no direction is given on these proposals, this
proxy
card will be voted “FOR” Item 1, and “AGAINST” Item 2, and will be voted in
accordance with the proxy’s best judgment as to any other
matters.
CONTROL
NUMBER: [ insert control #]
Please
sign this proxy exactly as your name or names
appears
hereon. 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.
________________________________________________
Signature
________________________________________________
Signature
of joint owner, if any
Date
___________________________________________
PLEASE
VOTE, SIGN AND DATE THIS GREEN PROXY AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. THIS MAY BE YOUR LAST CHANCE TO STOP THE BOARD OF DIRECTORS AND
MANGEMENT OF THE FUND FROM APPROVING A NEW MANAGEMENT CONTRACT. SHAREHOLDERS
MUST MAKE THE BOARD OF DIRECTORS REALIZE THAT THEY MAY NOT HAVE FULLFILLED
THEIR
FIDUCIARY DUTY TO THE SHARHOLDERS BY NOT CLOSING THE PERSISTANT SEVERE DISCOUNT
OF THE MARKET PRICE VERSES THE NET ASSET VALUE. AS A SHAREHOLDER KARPUS
INVESTMENT MANGEMENT WANTS THE ECONOMIC BENEFIT THAT THE SHAREHOLDERS ARE
ENTITLED TO.
THE
BOARD OF DIRECTORS MUST RELIZE THAT THEY DID NOTHING ABOUT THE DISCOUNT OF
THE
FUND.
Item
#1:
KARPUS
INVESTMENT MANGEMENT RECOMMENDS THAT YOU VOTE
“FOR”
TERMINATING THE MANGEMENT AGREEMENT BETWEEN THE FUND(S) AND CITIGROUP INC.
THE
PARENT COMPANY OF SALOMON BROTHERS ASSET MANAGEMENT.
Item
#2:
KARPUS
INVESTMENT MANAGEMENT RECOMMENDS THAT YOU VOTE
“AGAINST”APPROVING
A NEW MANAGEMENT AGREEMENT WITH LEGG MASON
PLEASE
VOTE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO
VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example x
| ITEM
1 |
TERMINATE
THE MANGEMENT AGREEMENT BETWEEEN THE FUND(S)
AND CITIGROUP INC. THE PARENT COMPANY OF S SALOMON
BORTHERS ASSET MANAGEMENT
|
| o |
o |
o |
| FOR |
AGAINST |
ABSTAIN |
| ITEM
2 |
APPROVE
THE NEW MANAGEMENT AGREEMENT WITH LEGG MASON
|
| o |
o |
o |
| FOR |
AGAINST |
ABSTAIN |
Signed
proxies that are not checked will be voted by Karpus Investment Management
“FOR”
Item #1 and “AGAINST” Item #2.