Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Citigroup Investments Corporate Loan Fund Inc.
(Name of Registrant as Specified in its Charter)
Robert M. Nelson
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] 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 the transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
125 BROAD STREET
NEW YORK, NEW YORK 10004
-----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-----------------
Notice is hereby given that the Annual Meeting of Shareholders of CITIGROUP
INVESTMENTS CORPORATE LOAN FUND INC. will be held at the Citigroup Center, 153
E. 53rd Street, New York, New York, 14th floor Conference Center, on January
21, 2004, at 11:00 a.m., New York time, for the following purposes:
1. To elect three Class I directors of the Fund (Proposal No. 1); and
2. To transact such other business as may properly come before the Annual
Meeting, or any adjournment or postponement thereof.
Holders of record of shares of the Fund at the close of business on
December 2, 2002 are entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof.
By order of the Board of Directors,
Robert I. Frenkel
Secretary
New York, New York
December 22, 2003
-----------------
Shareholders who do not expect to attend the annual meeting are requested to
complete, sign, date and return the proxy card in the enclosed envelope, which
needs no postage if mailed in the continental United States, or, for shares
held in a brokerage account, vote their shares by telephone or through the
internet. Instructions for the proper execution of proxy cards are set forth on
the following page. It is important that proxies be returned promptly.
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 the name shown in the registration on the proxy
card.
3.All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration.
For example:
Registration Valid Signature
------------ ---------------
Corporate Accounts
(1)ABC Corp.......................... ABC Corp.
(2)ABC Corp.......................... John Doe, Treasurer
(3)ABC Corp.
c/o John Doe, Treasurer......... John Doe
(4)ABC Corp. Profit Sharing Plan..... John Doe, Trustee
Trust Accounts
(1)ABC Trust......................... Jane B. Doe, Trustee
(2)Jane B. Doe, Trustee
u/t/d 12/28/78.................. Jane B. Doe
Custodian or Estate Accounts
(1)John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA... John B. Smith
(2)John B. Smith..................... John B. Smith, Executor
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
125 BROAD STREET
NEW YORK, NEW YORK 10004
-------------------------
PROXY STATEMENT
-------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 21, 2004
This proxy statement and accompanying proxy card ("proxy") are furnished in
connection with the solicitation of proxies by the Board of Directors (the
"Board") of Citigroup Investments Corporate Loan Fund Inc. (the "Fund"), for
use at the Annual Meeting of Shareholders of the Fund to be held at the
Citigroup Center, 153 E. 53rd Street, New York, New York, 14th floor Conference
Center on January 21, 2004 at 11:00 a.m., New York time, and at any
adjournments thereof (the "Meeting"), for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders (the "Notice").
The cost of soliciting proxies and the expenses incurred in preparing this
proxy statement will be borne by the Fund. In addition, the Fund will reimburse
brokerage firms or other record holders for their expenses in forwarding
solicitation materials to beneficial owners of shares of the Fund. Proxy
solicitations will be made primarily by mail. In addition, certain officers,
directors and employees of the Fund; Citigroup Global Markets Inc. ("Citigroup
Global Markets" or "CGM"); Smith Barney Fund Management LLC ("SBFM" or the
"Manager"), the Fund's investment manager, which is an affiliate of Citigroup
Global Markets; and/or PFPC Global Fund Services ("PFPC"), the Fund's transfer
agent, may solicit proxies in person or by telephone or mail. Citigroup Global
Markets and SBFM are located at 388 Greenwich Street, New York, New York 10013
and 399 Park Avenue, New York, New York 10022, respectively; PFPC is located at
P.O. Box 8030, Boston, Massachusetts 02266.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended September 30, 2003, has previously been furnished to all
shareholders of the Fund. The Fund will provide additional copies of the Annual
Report to any shareholder upon request by calling the Fund at 1-800-451-2010.
This proxy statement and proxy are first being mailed to shareholders on or
about December 22, 2003.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, shares
represented
by the proxies will be voted "FOR" all the proposals listed in the Notice.
Proposal No. 1 requires the affirmative vote of a plurality of the votes cast
at the Meeting with a quorum present for approval. A quorum consists of the
presence (in person or by proxy) of the holders of a majority of the
outstanding shares of the Fund entitled to notice of, and to vote at, the
Meeting. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (i.e., proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other person entitled to vote shares on a
particular matter with respect to which such broker or nominee does not have
discretionary power) will be treated as shares that are present but which have
not been voted. Accordingly, abstentions and broker non-votes will have no
effect on Proposal No. 1, for which the required vote is a plurality of the
votes cast. Any proxy may be revoked at any time prior to the exercise thereof
by submitting another proxy bearing a later date or by giving written notice to
the Secretary of the Fund at the Fund's address indicated above prior to the
Meeting or by voting in person at the Meeting.
The Board knows of no business other than that specifically mentioned in the
Notice that will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment to the extent
permissible under applicable law.
The Board has fixed the close of business on December 2, 2003 as the record
date (the "Record Date") for the determination of shareholders of the Fund
entitled to notice of and to vote at the Meeting. Shareholders of the Fund as
of the Record Date will be entitled to one vote on each matter for each share
held and a fractional vote with respect to fractional shares, with no
cumulative voting rights. As of the Record Date, the Fund had outstanding
9,817,388.214 shares of Common Stock, par value $0.001 per share (the "Common
Stock"), of which 9,781,750 shares (or 99.6%) were held but not beneficially
owned by Cede & Co., P.O. Box 20, Bowling Green Station, New York, NY 10004. As
of the Record Date, the Fund had outstanding 1,700 shares of Series A and 1,700
shares of Series B Preferred Stock, par value $0.001 per share (collectively,
the "Preferred Stock") of which 3,400 shares (100%) were held but not
beneficially owned by Cede & Co. As of the Record Date, no other person
(including any "group" as that term is used in Section 13(d) of the Securities
Exchange Act of 1934) other than Travelers Casualty and Surety Company, to the
knowledge of the Board, owned beneficially more than 5% of the outstanding
shares of the Fund. As of the Record Date, the officers and Board members of
the Fund as a group beneficially owned less than 1% of the outstanding shares
of the Fund.
In the event that a quorum is not present, or if sufficient votes in favor
of the proposals set forth in the Notice and this proxy statement are not
received by the time scheduled for the Meeting, the persons named as proxies
may propose one or
2
more adjournments of the Meeting to permit further solicitation of proxies with
respect to any such proposals. In determining whether to adjourn the Meeting,
the following factors, among others, may be considered: the nature of the
proposals that are the subject of the Meeting, the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any such adjournment will require the
affirmative vote of a majority of the shares represented at the Meeting. The
persons named as proxies will vote in favor of such adjournment those shares
which they are entitled to vote in favor of such proposals and will vote
against such adjournment those shares which they are entitled to vote against
such proposals.
OWNERS OF MORE THAN FIVE PERCENT OF THE OUTSTANDING SHARES OF THE FUND
The following table shows, as of December 2, 2003, the beneficial owners of
more than 5% of the outstanding shares of the Fund. This information is based
on reports (Schedules 13 D and G) filed with the Securities and Exchange
Commission ("SEC") by the firm listed in the table below as well as information
as to beneficial ownership reported to the Fund on behalf of the holder.
Amount
and Nature
Name and Address of of Beneficial Percent*
Title of Class Beneficial Owner Ownership of Class
-------------- ------------------- ------------- --------
Common Stock Travelers Casualty 1,333,334 13.6%
and Surety Company
One Tower Square
Hartford, CT 06283
--------
* Based upon 9,817,388.214 shares outstanding as of December 2, 2003.
As of the Record Date, to the knowledge of the Fund, no securities issued by
Citigroup Global Markets' ultimate parent corporation, Citigroup Inc.
("Citigroup"), were held by Board members who are not "interested persons" (as
that term is used in the Investment Company Act of 1940, as amended (the "1940
Act") of the Fund ("Independent Directors").
3
PROPOSAL NO. 1
ELECTION OF DIRECTORS TO THE BOARD OF DIRECTORS
The Board is divided into three classes. The directors currently serving in
Class I have terms expiring at the Meeting; each Class I director currently
serving on the Board has been nominated by the Board for reelection at the
Meeting to serve for a term of three years (until the year 2007 Annual Meeting
of Shareholders) or until his successor has been duly elected and qualified.
Under the terms of the Fund's Articles of Incorporation, as amended (the
"Charter"), the holders of Preferred Stock are entitled as a class, to the
exclusion of the holders of Common Stock, to elect two Directors of the Fund
(the "Preferred Directors"). The Charter further provides that the remaining
nominees shall be elected by holders of Common Stock and Preferred Stock voting
together as a single class. Of those designated as Preferred Directors, Paul
Hardin is the sole Preferred Director whose term is expiring at the Meeting.
Therefore, the holders of the Fund's Common Stock and Preferred Stock, voting
together as a single class, are being asked to vote for Messrs. Bloostein and
Gerken, and the holders of the Fund's Preferred Stock, voting as a single
class, are being asked to vote for Mr. Hardin, as directors of the Fund.
The Board knows of no reason why any of the nominees listed below will be
unable to serve, and each nominee has consented to serve if elected, but in the
event of any such unavailability, the proxies received will be voted for such
substitute nominee(s) as the Board may recommend.
Certain information concerning the nominees and the directors continuing in
office is set forth below. For any nominee or director indicated as owning
shares of the Fund, such ownership constituted less than 1% of the outstanding
shares of the Fund as of the Record Date. All of the nominees are currently
directors of the Fund. Except as indicated, each nominee or director has held
the office shown or other offices in the same company for the last five years.
Persons Nominated for Election as Directors
Number of
Portfolios Other
in Fund Director
Position Length Principal Occupations Complex ships
Name, Held with of Time During Past Overseen Held by
Address and Age Fund Served Five Years by Director Director
--------------- --------- ------- ----------------------------- ----------- -------------
CLASS I DIRECTORS
Allan J. Bloostein+ Director Since President, Allan J. Bloostein 35 Director of
27 West 67th Street 1998 Associates, a consulting Taubman
New York, NY 10023 firm; retired Vice Chairman Centers, Inc.
Age 73 of May Department Stores.
4
Number of
Portfolios Other
in Fund Director-
Position Length Principal Occupations Complex ships
Name, Held with of Time During Past Overseen Held by
Address and Age Fund Served Five Years by Director Director
--------------- --------- ------- ---------------------------- ----------- ---------
Paul Hardin+ Director Since Chancellor Emeritus and 35 None
12083 Morehead 2001 Professor of Law at the
Chapel Hill, NC University of North Carolina
27514-8426 at Chapel Hill; formerly
Age 72 Chancellor of the University
of North Carolina at Chapel
Hill.
R. Jay Gerken, CFA* Chairman, Since Managing Director of CGM; 220 None
Citigroup Asset President 2002 Chairman, President and
Management and Chief Chief Executive Officer of
("CAM") Executive Smith Barney Fund
399 Park Avenue Officer Management LLC
New York, NY 10022 ("SBFM"), Travelers
Age 52 Investment Advisor, Inc.
("TIA") and Citi Fund
Management Inc. ("CFM");
President and Chief
Executive Officer of certain
mutual funds associated
with Citigroup Inc.;
Formerly, Portfolio Manager
of Smith Barney Allocation
Series Inc. (from 1996-
2001) and Smith Barney
Growth and Income Fund
(from 1996-2001)
--------
* An "interested person" of the Fund, as defined in the 1940 Act.
Directors Continuing in Office
Number of
Portfolios Other
in Fund Director-
Position Length Principal Occupations Complex ships
Name, Held with of Time During Past Overseen Held by
Address and Age Fund Served Five Years by Director Director
--------------- --------- ------- --------------------------- ----------- ---------
CLASS II DIRECTORS
Robert A. Frankel+ Director Since Managing Partner of Robert 23 None
1961 Deergrass Way 1998 A. Frankel Management
Carlsbad, CA 92009 Consultants; formerly
Age 76 Corporate Vice President of
The Reader's Digest
Association, Inc.
5
Number of
Portfolios Other
in Fund Director-
Position Length Principal Occupations Complex ships
Name, Held with of Time During Past Overseen Held by
Address and Age Fund Served Five Years by Director Director
--------------- --------- ------- --------------------------- ----------- -----------
George M. Pavia+ Director Since Senior Partner, Pavia & 7 None
600 Madison Avenue 2001 Harcourt Attorneys.
New York, NY 10022
Age 75
CLASS III DIRECTORS
Dwight B. Crane+ Director Since Professor, Harvard Business 49 None
Harvard Business 1998 School.
School
Soldiers Field Road
Horgan Hall # 375
Boston, MA 02163
Age 66
Paolo M. Cucchi+ Director Since Vice President and Dean of 7 None
Drew University 2001 College of Liberal Arts at
108 Brothers College Drew University.
Madison, NJ 07940
Age 62
William R. Hutchinson+ Director Since President, WR Hutchinson 40 Director of
535 N. Michigan 1998 & Associates, Inc. (oil Associated
Suite 1012 industry consulting); Bank;
Chicago, IL 60611 formerly Group Vice Director of
Age 61 President, Mergers & Associated
Acquisitions BP Amoco Banc-
p.l.c.; formerly Vice Corp.
President-Financial
Operations Amoco Corp.
--------
+ Director, trustee and/or general partner of other investment companies
registered under the Investment Company Act with which Citigroup Global
Markets is affiliated.
6
The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2002:
Aggregate Dollar Range of Equity
Securities in All Funds Overseen
Dollar Range of Equity by Director/Nominee and
Name of Director/Nominee Securities in the Fund Advised by SBAM
------------------------ ---------------------- --------------------------------
Non-Interested Directors/Nominees
Allan J. Bloostein None Over $100,000
Dwight B. Crane $1-$10,000 $50,001-$100,000
Paolo M. Cucchi None $1-$10,000
Robert A. Frankel $1-$10,000 Over $100,000
Paul Hardin $1-$10,000 Over $100,000
William R. Hutchinson $1-$10,000 $1-$10,000
George Pavia None None
Interested Directors/Nominees
R. Jay Gerken $1-$10,000 Over $100,000
--------
* Mr. Gerken is an "interested person" as defined in the 1940 Act.
Messrs. Bloostein, Crane, Cucchi, Frankel, Hardin, Hutchinson and Pavia
constitute the Fund's Audit Committee, which is composed of Directors who are
"non-interested" persons of the Fund and who are independent (as such term is
defined by the New York Stock Exchange's listing standards). The Audit
Committee convened three times during the fiscal year ended September 30, 2003.
The Fund adopted an Audit Committee Charter at a meeting held on November 13,
2003, a copy of which is attached hereto as Exhibit A. The Audit Committee is
responsible for (i) considering, in conjunction with the Fund's Board of
Directors, management's recommendations of independent auditors for the Fund
and evaluating the independence of the outside auditors; (ii) approving all
audit and permitted non-audit services proposed to be performed by the
independent auditors on behalf of the Fund and certain affiliates; (iii)
reviewing the scope of the Fund's audit; and (iv) reviewing financial
statements contained in periodic reports to shareholders with the Fund's
independent accountants and management. The Directors constituting the Fund's
Audit Committee also constitute the Fund's Nominating Committee, which is
composed of "non-interested" Directors of the Fund. The Nominating Committee
did not meet during the fiscal year ended September 30, 2003. The Nominating
Committee selects and nominates new non-interested directors. The Nominating
Committee will accept nominations for the office of Director made by
shareholders in a written request addressed to the Secretary of the Fund which
includes biographical data and sets forth the qualifications of the proposed
nominee. The Fund has a Pricing Committee composed of the Chairman and one
"non-interested" Director. The Pricing Committee is charged with determining
fair value prices for securities when required. The Pricing Committee met once
during the fiscal year ended September 30, 2003. The Fund does not have a
Compensation Committee.
7
The Board held 10 meetings during the last fiscal year, four of which were
regular meetings and 6 of which were special telephonic meetings. In the last
fiscal year, each of the directors attended at least 75% of the regular
meetings and at least 75% of the telephonic meetings of the Board.
COMPENSATION
Only the Independent Directors receive remuneration from the Fund for acting
as directors. Aggregate expenses (including reimbursement for travel and
out-of-pocket expenses) of $13,860 were paid to such directors by the Fund
during the fiscal year ended September 30, 2003. Fees for the Independent
Directors are set at $5,000 per annum. In addition, the Independent Directors
receive $500 for each Board meeting attended in person and $100 for each
telephonic Board meeting, plus travel and out-of-pocket expenses incurred in
connection with Board meetings. The out-of-pocket expenses are borne equally by
each individual fund, including the Fund, in the group of funds served by the
same board members (the "Fund Complex"). None of the officers of the Fund
received any compensation from the Fund for the fiscal year ended September 30,
2003. Officers and interested directors of the Fund are compensated by the
Manager or by Citigroup Global Markets.
The following table shows the compensation paid by the Fund to each director
during the Fund's last fiscal year ended September 30, 2003 and by the Fund
complex for the calendar year ended December 31, 2002:
COMPENSATION TABLE
Total
Compensation
Aggregate from Fund and
Compensation Fund Complex Total Number
from Fund Pension or for the of Funds
for the Fiscal Retirement Calendar Year for Which
Year Ended Benefits Accrued Ended Director
September 30, as part of Fund December 31, Serves within
Name of Person 2003 Expenses 2002 Fund Complex
-------------- -------------- ---------------- ------------- -------------
Allan J. Bloostein $6,250 0 $122,250 35
Dwight B. Crane 6,150 0 152,200 49
Paolo M. Cucchi 6,250 0 44,400 7
Robert A. Frankel 6,550 0 73,450 23
R. Jay Gerken* 0 0 0 220
Paul Hardin 6,350 0 132,300 35
William R. Hutchinson 6,350 0 46,750 40
George M. Pavia 6,150 0 57,800 7
--------
* Designates a director who is an "interested person" of the Fund.
8
At the end of the calendar year during which a director attains the age of
80, the director is required to change to emeritus status. Directors emeritus
are entitled to serve in emeritus status for a maximum of 10 years during which
time they are paid 50% of the annual retainer fee and meeting fees otherwise
applicable to Fund directors, together with reasonable out-of-pocket expenses
for each meeting attended. During the Fund's last fiscal year, total
compensation paid by the Fund to directors emeriti totaled $1,875.
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 and
persons who own more than 10% of the Fund's common stock, as well as SBFM and
certain of its affiliated persons, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the New York
Stock Exchange, Inc. Such persons are required by SEC regulations to furnish
the Fund with copies of all such filings. Based solely upon its review of the
copies of such filings received by it and certain other information received by
it, the Fund believes that, for the fiscal year ended September 30, 2003, all
filing requirements applicable to such persons were complied with.
REPORT OF THE AUDIT COMMITTEE
Pursuant to meetings of the Audit Committee held on November 20, 2002, May
22, 2003, and on August 21, 2003, the Audit Committee reports that it: (i)
reviewed and discussed the Fund's audited financial statements with management;
(ii) discussed with KPMG LLP ("KPMG"), the independent auditors to the Fund the
matters (such as the quality of the Fund's accounting principles and internal
controls) required to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as currently modified or supplemented,
including, but not limited to, the scope of the Fund's audit, the Fund's
financial statements and the Fund's accounting controls; and (iii) received
written confirmation from KPMG that it is independent and disclosures regarding
such independence as required by Independence Standards Board Standard No. 1,
and discussed with the auditors the auditor's independence. Based on the review
and discussions referred to in items (i) through (iii) above, and subject to
the limitations on the responsibilities and role of the Audit Committee as set
forth in the Audit Committee Charter, the Audit Committee recommended to the
Board that the audited financial statements be included in the Fund's annual
report for the Fund's fiscal year ended September 30, 2003.
9
EXECUTIVE OFFICERS
The following is a list of the current executive officers of the Fund, all
of whom have been elected by the Board to serve until their respective
successors are elected:
Offices and Positions Period Principal Occupations During
Name Held with Fund Offices Held Past Five Years and Age
---- ------------------------- ------------ -----------------------------------
R. Jay Gerken Chief Executive Officer, 2002 (see Table of Persons Nominated
Chairman of the Board to date for Election as Directors, above)
and President
Andrew B. Shoup Senior Vice President and 2003 Director of CAM; Chief
CAM Chief Administrative to date Administrative Officer of mutual
125 Broad Street Officer funds associated with Citigroup
New York, NY Inc.; Head of International Funds
10004 Administration of CAM from
2001 to 2003; Director of Global
Funds Administration of CAM
from 2000 to 2001; Head of U.S.
Citibank Funds Administration of
CAM from 1998 to 2000; 47.
Glenn N. Marchak Vice President and 1998 Senior Vice President of
CAM Investment Officer to date Traveler's Asset Management
399 Park Avenue International Company LLC;
New York, NY Managing Director of CGM; 52.
10022
Robert I. Frenkel Secretary and Chief Legal 2003 Managing Director and General
CAM Officer to date Counsel, Global Mutual Funds for
300 First Stamford CAM and its predecessor (since
Place 1994); Secretary and Chief Legal
Stamford, CT 06902 Officer of certain funds associated
with Citigroup; 48.
Kaprel Ozsolak Controller 2002 Vice President of CGM;
CAM to date Controller of certain funds
125 Broad Street associated with Citigroup Inc.; 38.
New York, NY
10004
Richard Peteka Chief Financial Officer 2002 Director of CGM; Chief Financial
CAM and Treasurer to date Officer and Treasurer of certain
125 Broad Street mutual funds affiliated with
New York, NY Citigroup Inc.; Director and Head
10004 of Internal Control for Citigroup
Asset Management U.S. Mutual
Fund Administration from 1999-
2002; Vice President, Head of
Mutual Fund Administration and
Treasurer at Oppenheimer Capital
From 1996-1999; 42.
10
REQUIRED SHAREHOLDER VOTE
The affirmative vote of a plurality of the votes cast at the Meeting is
required to elect directors pursuant to Proposal No. 1.
THE BOARD OF DIRECTORS OF THE FUND, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO THE BOARD.
DISCLOSURE OF AUDITOR FEES
Audit Fees. Audit fees billed to the Fund by KPMG in connection with the
Fund's annual audit for the year ended September 30, 2003 totaled $49,000.
Financial Information Systems Design and Implementation. KPMG was not
engaged by the Fund, its investment adviser, or any entity controlling,
controlled by, or under common control with the investment adviser that
provides services to the Fund, to provide financial information systems design
or implementation services.
All other Fees. The aggregate fees billed to the Fund for non-audit
services by KPMG and paid by the Fund, its investment adviser, or any entity
controlling, controlled by, or under common control with the investment adviser
that provides services to the Fund totaled approximately $42,500. This amount
is for services related to rating agency letters and tax services, all for the
Fund.
11
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 2005 Annual Meeting of
the Shareholders of the Fund must be received by September 1, 2004 to be
included in the proxy statement and the form of proxy relating to that meeting,
as the Fund expects that the 2005 Annual Meeting will be held in January of
2005. The submission by a shareholder of a proposal for inclusion in the proxy
statement does not guarantee that it will be included. Shareholder proposals
are subject to certain regulations under the federal securities laws.
The persons named as proxies for the Annual Meeting of Shareholders for 2005
will have discretionary authority to vote on any matter presented by a
shareholder for action at that meeting unless the Fund receives notice of the
matter by November 14, 2004, in which case these persons will not have
discretionary voting authority except as provided in the SEC's rules governing
shareholder proposals.
OTHER MATTERS
The Manager knows of no other matters which are to be brought before the
Meeting. However, if any other matters properly come before the Meeting, it is
the intention of the persons named in the enclosed form of proxy to vote such
proxy in accordance with their judgment on such matters.
All proxies received will be voted "for" Proposal 1 unless otherwise
directed therein.
By Order of the Board of Directors
Robert I. Frenkel
Secretary
December 22, 2003
It is important that proxies be returned promptly. Shareholders who do not
expect to attend the meeting are therefore urged to complete and sign, date and
return the proxy card as soon as possible in the enclosed postage-paid envelope.
12
Exhibit A
AUDIT COMMITTEE CHARTER
AMENDED AND RESTATED AS OF OCTOBER 22, 2003
Establishment and Purpose
This document serves as the Charter for the Audit Committee (the
"Committee") of the Board of each registered investment company (the "Fund")
advised by Smith Barney Fund Management or Salomon Brothers Asset Management or
one of their affiliates (each, an "Adviser") listed on Appendix A hereto (each
such Charter being a separate Charter). The primary purposes of the Committee
are to (a) oversee the scope of the Fund's audit, the Fund's accounting and
financial reporting policies and practices and its internal controls and
enhance the quality and objectivity of the audit function; (b) approve, and
recommend to the Independent Board Members (as such term is defined below) for
their ratification, the selection, appointment, retention or termination of the
Fund's independent auditors, as well as approving the compensation thereof; and
(c) approve all audit and permissible non-audit services provided to the Fund
and certain other persons by such independent auditors.
Duties and Responsibilities
The Fund's independent auditors are accountable to the Committee.
The Committee shall:
1. Approve, and recommend to the Independent Board Members for their
ratification, the selection, appointment, retention or termination of
the Fund's independent auditors, or of any other public accounting firm
engaged for the purpose of performing other audit, review or attest
services for the Fund, and approve the compensation thereof.
2. Confirm with any independent auditor retained to provide audit services
that the independent auditor has ensured the appropriate rotation of the
lead audit partner pursuant to applicable regulations.
A-1
3. Approve (a) all audit and permissible non-audit services/1/ to be
provided to the Fund and (b) all permissible non-audit services to be
provided by the Fund's independent auditors to the Adviser and any
Covered Service Providers if the engagement relates directly to the
operations and financial reporting of the Fund. In carrying out this
responsibility, the Committee shall seek periodically from the Adviser
and from the independent auditors a list of audit and permissible
non-audit services that can be expected to be rendered to the Fund, the
Adviser or any Covered Service Providers by the Fund's independent
auditors, and an estimate of the fees sought to be paid in connection
with such services. The Committee may delegate its responsibility to
approve any such audit and permissible non-audit services to a
sub-committee consisting of the Chairperson of the Committee (the
"Chairperson") and at least one other member of the Committee as the
Chairperson, from time to time, may determine and appoint, and such
sub-committee shall report to the Committee, at its next meeting after
the sub-committee's meeting, its decision(s). From year to year, and at
such other times as the Committee deems appropriate, the Committee shall
report to the Board whether this system of approval has been effective
and efficient or whether this Charter should be amended to allow for
pre-approval pursuant to such other policies and procedures as the
Committee shall approve, including the delegation of some or all of the
Committee's pre-approval responsibilities to other persons (other than
the Adviser or the Fund's officers).
--------
/1/ The Committee shall not approve non-audit services that the Committee
believes may impair the independence of the auditors. As of the date of the
approval of this Audit Committee Charter, permissible non-audit services
include any professional services (including tax services), that are not
prohibited services as described below, provided to the Fund by the independent
auditors, other than those provided to the Fund in connection with an audit or
a review of the financial statements of the Fund. Permissible non-audit
services may not include: (i) bookkeeping or other services related to the
accounting records or financial statements of the Fund; (ii) financial
information systems design and implementation; (iii) appraisal or valuation
services, fairness opinions or contribution-in-kind reports; (iv) actuarial
services; (v) internal audit outsourcing services; (vi) management functions or
human resources; (vii) broker or dealer, investment adviser or investment
banking services; (viii) legal services and expert services unrelated to the
audit; and (ix) any other service the Public Company Accounting Oversight Board
determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not
required so long as: (i) the aggregate amount of all such permissible non-audit
services provided to the Fund, the Adviser and any service providers
controlling, controlled by or under common control with the Adviser that
provide ongoing services to the Fund ("Covered Service Providers") constitutes
not more than 5% of the total amount of revenues paid to the independent
auditors during the fiscal year in which the permissible non-audit services are
provided by (a) the Fund, (b) the Adviser and (c) any entity controlling,
controlled by or under common control with the Adviser that provides ongoing
services to the Fund during the fiscal year in which the services are provided
that would have to be approved by the Committee; (ii) the permissible non-audit
services were not recognized by the Fund at the time of the engagement to be
non-audit services; and (iii) such services are promptly brought to the
attention of the Committee and approved by the Committee (or its delegate(s))
prior to the completion of the audit.
A-2
4. Discuss with the independent auditors any disclosed relationships or
services that may diminish the objectivity and independence of the
independent auditors and, if so determined by the Committee, recommend
that the Board take appropriate action to ensure the independence of the
independent auditors.
5. Review, in consultation with the independent auditors, the proposed
scope of the Fund's audit each year, including the audit procedures to
be utilized in the review of the Fund's financial statements.
6. Inquire of the Adviser and the independent auditors as to significant
tax and accounting policies elected by the Fund (including matters
affecting qualification under Subchapter M of the Internal Revenue Code).
7. Review with the independent auditors any problems or difficulties the
auditors may have encountered during the conduct of the audit, including
a discussion with the independent auditors of the matters required to be
discussed by Statement on Auditing Standards No. 61, or any subsequent
Statement, relating to the conduct of the audit.
8. Review, in consultation, as appropriate, with the independent auditors
and significant Fund service providers, matters relating to internal
controls over financial reporting and disclosure controls and procedures
of the Fund and of the Fund's significant service providers.
9. Request, receive and/or review from the independent auditors such other
materials as deemed necessary or advisable by the Committee in the
exercise of its duties under this Charter; such materials may include,
without limitation, any other material written communications bearing on
the Fund's financial statements, or internal or disclosure controls,
between the independent auditors and the Fund, the Adviser or other Fund
service providers, such as any management letter or schedule of
unadjusted differences, and any comment or "deficiency" letter (to the
extent such letters relate to financial reporting) received from a
regulatory or self-regulatory organization addressed to the Fund or the
Adviser that relates to services rendered to the Fund.
10. For each closed-end Fund, establish procedures for the receipt,
retention and treatment of complaints that the Fund may receive
regarding Fund accounting, internal accounting controls or auditing
matters, including procedures for the confidential, anonymous submission
by Fund officers or employees or Fund service providers of concerns
regarding questionable accounting or auditing matters related to the
Fund.
11. For each closed-end Fund, consider and, if appropriate, recommend the
publication of the Fund's annual audited financial statements in the
Fund's annual report in advance of the printing and publication of the
A-3
annual report, based on its review and discussions of such annual report
with the independent auditors, the Fund's officers and the Adviser.
12. For each closed-end Fund, prepare the report required to be prepared by
the Committee pursuant to the rules of the Securities and Exchange
Commission for inclusion in the Fund's annual Proxy Statement.
13. For each closed-end Fund, review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Charter to
the Board for approval.
The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain, as it deems
necessary to carry out its duties, special counsel and other experts or
consultants at the expense of the Fund. The Fund shall provide appropriate
funding, as determined by the Committee, for the Committee to carry out its
duties and its responsibilities, including (a) for review of compensation to be
paid to, or paid to, or services to be provided by, or provided by, the Fund's
independent auditors or other public accounting firm providing audit, review or
attest services for the Fund, (b) for payment of compensation to any outside
legal, accounting or other advisors, counsel or consultants employed by the
Committee and (c) for the ordinary administrative expenses of the Committee. In
performing its duties, the Committee shall consult as it deems appropriate with
the members of the Board, officers and employees of the Fund, the Adviser, the
Fund's sub-adviser(s), if any, the Fund's counsel and the Fund's other service
providers.
Composition
The Committee shall be composed of each Board member who has been determined
not to be an "interested person," as that term is defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended ("1940 Act"), of the Fund
(the "Independent Board Members"), or such lesser number as the Board of the
Fund may specifically determine and reflect in the Board's minutes, each of
whom shall be financially literate and at least one of whom shall have
accounting or related financial management expertise as determined by the
Fund's Board in its business judgment. Each member of the Committee must also
meet the independence and experience requirements as set forth in Section
303.01(B) of the New York Stock Exchange's Listed Company Manual or as set
forth in Section 121(a) of the American Stock Exchange's listing standards, as
applicable, and the independence requirements applicable to investment
companies set forth in Section 10A(m) of the Securities Exchange Act of 1934.
The Committee shall elect a Chairperson, who shall preside over Committee
meetings. The Chairperson shall serve for a term of three years, which term may
be renewed from time to time.
A-4
Meetings
The Committee shall meet on a regular basis, but not less frequently than
twice a year. Special meetings may also be held upon reasonable notice to the
members of the Committee. An agenda shall be established for each meeting. The
Committee may request any officer or employee of the Fund, the Fund's counsel,
the Adviser, the Fund's independent auditors or other interested persons to
attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee. The Committee will meet with the Fund's
independent auditors at least once a year outside the presence of the Fund's
and the Adviser's officers and employees. Meetings of the Committee may be held
in person, by telephone or by other appropriate means.
One-third of the Committee's members, but not fewer than two members, shall
constitute a quorum. At any meeting of the Committee, the decision of a
majority of the members present and voting shall be determinative as to any
matter submitted to a vote.
Reporting
The Chairperson shall report to the Board on the result of the Committee's
deliberations and make such recommendations as deemed appropriate.
Limits on Role of Committee
The function of the Committee is oversight. The Fund's management is
responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for planning and carrying out proper audits and reviews. In
fulfilling their responsibilities hereunder, it is recognized that members of
the Committee are not employees of the Fund. As such, it is not the duty or
responsibility of the Committee or its members to conduct "field work" or other
types of auditing or accounting reviews or procedures or to set auditor
independence standards. Each member of the Committee shall be entitled to rely
on (i) the integrity of those persons and organizations within and outside the
Fund from which it receives information and (ii) the accuracy of the financial
and other information provided to the Committee by such persons and
organizations absent actual knowledge to the contrary (which shall be promptly
reported to the Fund's Board) and (iii) statements made by the officers and
employees of the Fund, the Adviser or other third parties as to any information
technology, internal audit and other non-audit services provided by the
independent auditors to the Fund. The designation of a person as an "audit
committee financial expert," within the meaning of the rules adopted and
implemented under Section
A-5
407 of the Sarbanes-Oxley Act of 2002, shall not impose any greater
responsibility or liability on that person than the responsibility and
liability imposed on such person as a member of the Committee, nor does it
decrease the duties and obligations of other Committee members or the Board.
In carrying out its responsibilities, the Committee's policies and
procedures shall be adapted, as appropriate, in order to best react to a
changing environment.
Amendments
This Charter may be amended by a vote of a majority of the Board members.
A-6
Appendix A
Citigroup Investments Corporate Loan Fund Inc.*
Managed High Income Portfolio Inc.*
Managed Municipals Portfolio Inc.*
Municipal High Income Fund Inc.*
Real Estate Income Fund Inc.*
SB Adjustable Rate Income Fund
Zenix Income Fund Inc.*
*Closed-end Funds. The duties and responsibilities of paragraphs 10, 11, 12 and
13 and any other provision applicable exclusively to closed-end funds apply to
these funds only.
A-7
PROXY
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Auction Rate Cumulative Preferred Stock of
Citigroup Investments Corporate Loan Fund Inc. (the "Fund"), a Maryland
corporation, hereby appoints R. Jay Gerken and Robert M. Nelson, as attorneys
and proxies for the undersigned, and each of them, with full power of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of Auction Rate Cumulative Preferred Stock of the
Fund which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Fund, to be held at Citigroup Center, 153 East 53rd St., New
York, New York on January 21, 2004 at 11:00 a.m., and any adjournment or
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Meeting and Proxy Statement dated December 22, 2003 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.
----------- -----------
SEE REVERSE SEE REVERSE
SIDE SIDE
----------- -----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
PROXY
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Auction Rate Cumulative Preferred Stock of
Citigroup Investments Corporate Loan Fund Inc. (the "Fund"), a Maryland
corporation, hereby appoints R. Jay Gerken and Robert M. Nelson, as attorneys
and proxies for the undersigned, and each of them, with full power of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of Auction Rate Cumulative Preferred Stock of the
Fund which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Fund, to be held at Citigroup Center, 153 East 53rd St., New
York, New York on January 21, 2004 at 11:00 a.m., and any adjournment or
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Meeting and Proxy Statement dated December 22, 2003 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.
----------- -----------
SEE REVERSE SEE REVERSE
SIDE SIDE
----------- -----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] Please mark
votes as in
this example
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF THE NOMINEES AS CLASS I DIRECTORS. Please refer to the Proxy
Statement for a discussion of the Proposal.
1. ELECTION OF CLASS I DIRECTORS
Class I: (01) Allan J. Bloostein, (02) Paul Hardin and (03) R. Jay Gerken
FOR [ ] [ ] WITHHELD
ALL FROM
NOMINEES NOMINEES
[ ] _______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE.
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.
Signature:_________________________ Date: _________________ Signature:__________________________ Date: _______________
[X] Please mark
votes as in
this example
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF THE NOMINEES AS CLASS I DIRECTORS. Please refer to the Proxy
Statement for a discussion of the Proposal.
1. ELECTION OF CLASS I DIRECTORS
Class I: (01) Allan J. Bloostein, (02) Paul Hardin and (03) R. Jay Gerken
FOR [ ] [ ] WITHHELD
ALL FROM
NOMINEES NOMINEES
[ ] _______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE.
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.
Signature:_________________________ Date: _________________ Signature:__________________________ Date: _______________
PROXY
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of Citigroup Investments
Corporate Loan Fund Inc. (the "Fund"), a Maryland corporation, hereby appoints
R. Jay Gerken and Robert M. Nelson, as attorneys and proxies for the
undersigned, and each of them, 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 the Fund which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Fund, to be held at Citigroup Center, 153
East 53rd St., New York, New York on January 21, 2004 at 11:00 a.m., and any
adjournment or adjournments thereof. The undersigned hereby acknowledges receipt
of the Notice of Meeting and Proxy Statement dated December 22, 2003 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.
----------- -----------
SEE REVERSE SEE REVERSE
SIDE SIDE
----------- -----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
PROXY
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of Citigroup Investments
Corporate Loan Fund Inc. (the "Fund"), a Maryland corporation, hereby appoints
R. Jay Gerken and Robert M. Nelson, as attorneys and proxies for the
undersigned, and each of them, 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 the Fund which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Fund, to be held at Citigroup Center, 153
East 53rd St., New York, New York on January 21, 2004 at 11:00 a.m., and any
adjournment or adjournments thereof. The undersigned hereby acknowledges receipt
of the Notice of Meeting and Proxy Statement dated December 22, 2003 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.
----------- -----------
SEE REVERSE SEE REVERSE
SIDE SIDE
----------- -----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] Please mark
votes as in
this example
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF NOMINEES AS CLASS I DIRECTORS. Please refer to the Proxy
Statement for a discussion of the Proposal.
1. ELECTION OF CLASS I DIRECTORS
Class I: Allan J. Bloostein and R. Jay Gerken
FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] _______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE.
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.
Signature:_________________________ Date: _________________ Signature:__________________________ Date: _______________
[X] Please mark
votes as in
this example
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF NOMINEES AS CLASS I DIRECTORS. Please refer to the Proxy
Statement for a discussion of the Proposal.
1. ELECTION OF CLASS I DIRECTORS
Class I: Allan J. Bloostein and R. Jay Gerken
FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] _______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE.
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.
Signature:_________________________ Date: _________________ Signature:__________________________ Date: _______________