PREFERRED INCOME FUND INCORPORATED
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
301 E. Colorado Boulevard, Suite 720
Pasadena, California 91101
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held on July 25, 1997
To the Shareholders:
Notice is hereby given that the Annual Meetings of
Shareholders of Preferred Income Fund Incorporated, Preferred
Income Opportunity Fund Incorporated and Preferred Income
Management Fund Incorporated (each a "Fund" and collectively, the
"Funds"), each a Maryland corporation, will be held at the offices
of Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd
Street, 47th Floor, New York, New York 10022 at 8:30 a.m., on July
25, 1997, for the following purposes:
1. To elect Directors of each Fund (Proposal 1).
2. To ratify the selection of Coopers & Lybrand L.L.P. as
independent accountants for each Fund for the fiscal year ending
November 30, 1997 (Proposal 2).
3. To transact such other business as may properly come before
the Meetings or any adjournments thereof.
The Board of Directors of each Fund has fixed the close of
business on May 1, 1997 as the record date for the determination
of shareholders of the Funds entitled to notice of and to vote at
the Annual Meetings.
By Order of the Board of
Directors,
DONALD F. CRUMRINE
Secretary
May 5, 1997
SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH YOU
OWN SHARES. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL
MEETINGS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE
PROXY CARD OR CARDS IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO
POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be
of assistance to you and may avoid the time and expense to the
Fund(s) involved in validating your vote if you fail to sign your
proxy card(s) properly.
1. Individual Accounts: Sign your name exactly as it
appears in the registration on the proxy card(s).
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:
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.,
John B. Smith
f/b/o John B.
Smith, Jr. UGMA
(2) John B. Smith
John B.
Smith, Jr.,
Executor
PREFERRED INCOME FUND INCORPORATED
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
301 E. Colorado Boulevard, Suite 720
Pasadena, California 91101
ANNUAL MEETINGS OF SHAREHOLDERS
July 25, 1997
JOINT PROXY STATEMENT
This document is a joint proxy statement ("Joint Proxy
Statement") for Preferred Income Fund Incorporated ("Preferred
Income Fund" or "PFD"), Preferred Income Opportunity Fund
Incorporated ("Preferred Income Opportunity Fund" or "PFO") and
Preferred Income Management Fund Incorporated ("Preferred Income
Management Fund" or "PFM") (each a "Fund" and collectively the
"Funds"). This Joint Proxy Statement is furnished in connection
with the solicitation of proxies by each respective Fund's Board
of Directors (each a "Board" and collectively, the "Boards") for
use at the Annual Meeting of Shareholders of each Fund to be held
on July 25, 1997, at 8:30 a.m., at the offices of Willkie Farr &
Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor,
New York, New York 10022 and at any adjournments thereof (each a
"Meeting" and collectively, the "Meetings"). A Notice of Annual
Meetings of Shareholders and proxy card for each Fund of which you
are a shareholder accompany this Joint Proxy Statement. Proxy
solicitations will be made, beginning on or about May 5, 1997,
primarily by mail, but proxy solicitations may also be made by
telephone, telegraph or personal interviews conducted by officers
and employees of the Funds; Flaherty & Crumrine Incorporated
("Flaherty & Crumrine"), the investment adviser of each Fund; and
First Data Investor Services Group, Inc. ("FDISG"), the transfer
agent and administrator of each Fund and a wholly-owned subsidiary
of First Data Corporation. The costs of proxy solicitation and
expenses incurred in connection with the preparation of this Joint
Proxy Statement and its enclosures will be paid by the Funds in
proportion to each Fund's net assets. Each Fund also will
reimburse brokerage firms and others for their expenses in
forwarding solicitation material to the beneficial owners of its
shares. The Annual Report of each Fund, including audited
financial statements for the fiscal year ended November 30, 1996,
is available upon request, without charge, by writing FDISG, P.O.
Box 1376, Boston, Massachusetts 02104, or calling 1-800-331-1710.
If the enclosed proxy is properly executed and returned in
time to be voted at the relevant Meeting, the Shares (as defined
below) represented thereby will be voted in accordance with the
instructions marked thereon. Unless instructions to the contrary
are marked thereon, a proxy will be voted FOR the election of the
nominees for Director and FOR the other matters listed in the
accompanying Notice of Annual Meetings of Shareholders. Any
shareholder who has given a proxy has the right to revoke it at
any time prior to its exercise either by attending the relevant
Meeting and voting his or her Shares in person or by submitting a
letter of revocation or a later-dated proxy to the appropriate
Fund at the above address prior to the date of the Meeting.
In the event that a quorum is not present at a 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
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. If a quorum is
present, the persons named as proxies will vote those proxies
which they are entitled to vote FOR any proposal in favor of such
an adjournment and will vote those proxies required to be voted
AGAINST any proposal against any such adjournment. A shareholder
vote may be taken on one or more of the proposals in the Joint
Proxy Statement prior to any such adjournment if sufficient votes
have been received for approval. Under the By-Laws of each Fund,
a quorum is constituted by the presence in person or by proxy of
the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. If a proposal is to be voted
upon by only one class of a Fund's shares, a quorum of that class
of shares must be present at the Meeting in order for the proposal
to be considered.
All Funds have two classes of capital stock: common stock,
par value $0.01 per share (the "Common Stock"); and Money Market
Cumulative PreferredTM Stock, par value $0.01 per share ("MMP";
together with the Common Stock, the "Shares"). On the record
date, May 1, 1997, the following number of Shares of each Fund
were issued and outstanding:
Name of Fund
Com
mon
Sto
ck
Out
sta
ndi
ng
MMP
Out
sta
ndi
ng
Preferred Income
Fund
9,8
38,
571
575
Preferred Income
Opportunity Fund
11,
151
,28
7
700
Preferred Income
Management Fund
9,4
16,
743
775
Except as described below, as of May 1, 1997, to the
knowledge of each Fund and its Board, no single shareholder or
"group," as that term is used in Section 13(d) of the Securities
Exchange Act of 1934 (the "1934 Act"), beneficially owned more
than 5% of the Fund's outstanding Shares. As of April 9, 1997,
Horejsi Enterprises, Inc. located at 253 N. Santa Fe, PO Box 45
Salina, Kansas 67402, and The Lola Brown Trust No. 1B beneficially
owned 22.0% and 5.44%, respectively, of Preferred Income
Management Fund's outstanding shares of Common Stock and are, as a
group, considered to be a control person of Preferred Income
Management Fund, as such term is defined in Section 2(a)(9) of the
Investment Company Act of 1940, as amended (the "1940 Act"). Mr.
Stuart R. Horejsi, who may be deemed to control Horejsi
Enterprises, Inc. and who is a Trustee of The Lola Brown Trust No.
1B, is under consideration for membership on the Board of
Preferred Income Management Fund (see page 6). Information as to
beneficial ownership is based on reports filed with the Securities
and Exchange Commission (the "SEC") by such holders. As of May 1,
1997, Cede & Co., a nominee partnership of Depository Trust
Company, held 9143,359 Shares or 92.9% of Shares of Preferred
Income Fund outstanding, 10,385,082 Shares or 93.12% of Shares of
Preferred Income Opportunity Fund outstanding, and 8,830,688
Shares or 93.8% of Preferred Income Management Fund outstanding.
This Joint Proxy Statement is being used in order to reduce
the preparation, printing, handling and postage expenses that
would result from the use of a separate proxy statement for each
Fund. Other than as described below under Proposal 1,
shareholders of each Fund will vote as a single class and will
vote separately on each proposal on which shareholders of that
Fund are entitled to vote. Separate proxy cards are enclosed for
each Fund in which a shareholder is a record owner of Shares.
Thus, if a proposal is approved by shareholders of one Fund and
disapproved by shareholders of any other Fund, the proposal will
be implemented for the Fund that approved the proposal and will
not be implemented for any Fund that did not approve the proposal.
It is therefore essential that shareholders complete, date and
sign each enclosed proxy card. Shareholders of each Fund will
vote on all proposals pertaining to that Fund.
In order that your Shares may be represented at the
Meetings, you are requested to vote on the following matters:
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Meetings is the
election of Directors of the Funds.
Each nominee has consented to serve as a Director if elected
at the relevant Meeting. If a designated nominee declines or
otherwise becomes unavailable for election, however, the proxy
confers discretionary power on the persons named therein to vote
in favor of a substitute nominee or nominees.
The Board of each Fund is divided into three classes, each
class having a term of three years. Each year the term of office
of one class expires and the successor or successors elected to
such class serve for a three-year term. The classes of Directors
are the same for each Fund and are indicated below:
Class I
Directors
Class II
Directors
Martin
Brody
Donald F.
Crumrine
David Gale
Robert F.
Wulf
Class III
Directors
Robert T.
Flaherty
Morgan
Gust
Class II Directors of Preferred Income Fund, Martin Brody,
one of the Class I Directors of Preferred Income Opportunity Fund
and the Class III Directors of Preferred Income Management Fund,
each of whose current term expires on the date of the Meetings,
have been nominated for a three-year term to expire at each Fund's
2000 Annual Meeting of Shareholders and until their successors are
duly elected and qualified. In addition, Mr. David Gale, a Class
I Director of each Fund, has been nominated for a two-year term
for Preferred Income Fund, a one- year term for Preferred Income
Management Fund and a three-year term for Preferred Income
Opportunity Fund. Mr. Gale was elected to the Board of Directors
of each Fund on January 24, 1997 to fill a vacancy created when
the number of members of each Board was increased from five to
six. Class III Directors of Preferred Income Fund, Class II
Directors of Preferred Income Opportunity Fund and Class I
Directors of Preferred Income Management Fund serve until each
Fund's Annual Meeting of Shareholders in 1998 and Class I
Directors of Preferred Income Fund, Class III Directors of
Preferred Income Opportunity Fund and Class II Directors of
Preferred Income Management Fund serve until each Fund's Annual
Meeting of Shareholders in 1999. Except for Mr. Gale, each
Director has served in such capacity since each Fund's
commencement of operations.
Under each Fund's Articles of Incorporation, Articles
Supplementary and the 1940 Act, holders of Shares of MMP, voting
as a single class, will be entitled to elect two Directors, and
holders of the Common Stock will be entitled to elect the
remaining Directors, subject to the provisions of the 1940 Act and
the Fund's Articles of Incorporation, which permit the holders of
Shares of MMP to elect the minimum number of additional Directors
that when combined with the two Directors elected by the holders
of Shares of MMP would give the holders of Shares of MMP a
majority of the Directors when dividends are in arrears for two
full years. Donald F. Crumrine and Morgan Gust currently
represent holders of Shares of MMP of each Fund. A quorum of the
MMP shareholders must be present at the Meeting in order for this
proposal to be considered.
No Director or officer owned any shares of MMP on May 1,
1997. Each Director serves in the same capacity for each Fund.
As of the Record Date, May 1, 1997, the officers and Directors of
each Fund as a group beneficially owned less than 1% of the Shares
of that Fund. "Beneficial Ownership" is defined under Section
13(d) of the 1934 Act. Set forth in the following table are the
existing Directors and nominees for election to the Board of
Directors of the Funds, together with certain other information:
Name, Address
and Age
Business
Experience
During the
Past Five
Years
Common
Stock
Benefic
ially
Owned
on May
1, 1997
Class I
Director
Martin Brody
c/o HMK
Associates
30 Columbia
Turnpike
Florham Park,
NJ 07932
Age: 75
Director of
the Funds;
Director of
Jaclyn, Inc.,
Director of
several other
investment
companies.
1,008
Shares
of PFD
837
Shares
of PFO
0
Shares
of PFM
David Gale
Delta
Dividend
Group, Inc.
301 Pine
Street
San
Francisco, CA
94104
Age: 48
Director of
the Funds;
President &
CEO of Delta
Dividend
Group, Inc.
(Investments)
1,500
Shares
of PFD
500
Shares
of PFO
500
Shares
of PFM
Class II
Directors
Donald F.
Crumrine*
301 E.
Colorado
Boulevard
Suite 720
Pasadena, CA
91101
Age: 49
Director,
Chief
Financial
Officer,
Chief
Accounting
Officer, Vice
President and
Secretary of
the Funds;
Chairman of
the Board and
Director of
Flaherty &
Crumrine.
10,580
Shares
of PFD
12,663
Shares
of PFO
8,169
Shares
of PFM
Robert F.
Wulf
3560
Deerfield
Drive South
Salem, OR
97302
Age: 60
Director of
the Funds;
since March
1984,
Financial
Consultant.
1,224
Shares
of PFD
1,000
Shares
of PFO
1,006
Shares
of PFM
Class III
Directors
Robert T.
Flaherty*
301 E.
Colorado
Boulevard
Suite 720
Pasadena, CA
91101
Age: 59
Director,
Chairman of
the Board,
President and
Chief
Executive
Officer of
the Funds;
Director of
Flaherty &
Crumrine.
9,269
Shares
of PFD
11,103
Shares
of PFO
9,169
Shares
of PFM
Morgan Gust
Giant
Industries,
Inc.
23733 N.
Scottsdale
Road
Scottsdale,
AZ 85255
Age: 50
Director of
the Funds;
since August
1990, Vice
President,
General
Counsel and
Corporate
Secretary,
and since
1992, also
Vice
President-
Administratio
n, Giant
Industries,
Inc.
1,385
Shares
of PFD
1,467
Shares
of PFO
1,296
Shares
of PFM
* "Interested person" of the Fund as defined in the 1940 Act.
7,169 Shares of PFD, 8,603 Shares of PFO and 7,169 Shares of
PFM are held by Flaherty & Crumrine of which the reporting person
is a shareholder and director and, therefore, such person is
deemed to have an indirect beneficial interest in the respective
share amounts.
Each Director of each Fund who is not a director, officer or
employee of Flaherty & Crumrine or any of their affiliates
receives a fee of $9,000 per annum plus $500 for each in-person
meeting, and $100 for each telephone meeting. Each Director of
each Fund is reimbursed for travel and out-of-pocket expenses
associated with attending Board and committee meetings. The Board
of Directors of each Fund held seven meetings (three of which were
held by telephone conference call) during the fiscal year ended
November 30, 1996, and all of the Directors of each Fund, attended
in-person at least 75% held while he was a director. The
aggregate remuneration paid to the Directors of each Fund for the
fiscal year ended November 30, 1996, amounted to $43,110 for
Preferred Income Fund and Preferred Income Opportunity Fund and
$43,610 for Preferred Income Management Fund (including
reimbursement for travel and out-of-pocket expenses for both
"interested" and non-interested Directors).
Each Board of Directors has an Audit Committee consisting of
Messrs. Gust, Brody and Wulf. The Audit Committee reviews the
scope and results of each Fund's annual audit with the Fund's
independent accountants and recommends the engagement of such
accountants. Each Audit Committee met twice during the fiscal
year ended November 30, 1996.
Each Board of Directors has a Nominating Committee
consisting of Messrs. Gust, Brody and Wulf, which is responsible
for considering candidates for election to the Board of Directors
of each Fund. The Preferred Income Management Fund's Nominating
Committee is scheduled to meet on May 2, 1997 to consider the
nomination of Mr. Stuart R. Horejsi to serve as a member of the
Board of Directors of the Preferred Income Management Fund (see
page 2). If the Nominating Committee nominates Mr. Horejsi, he
will be considered by the entire Board at its meeting on July 25,
1997 following the annual shareholder meeting. If elected by the
Board, Mr. Horejsi will be presented to shareholders of the
Preferred Income Management Fund for election at the 1998 annual
meeting of shareholders.
The names of the officers of each Fund (other than Messrs.
Flaherty and Crumrine who are described above) are listed in the
table below. Each officer was first elected to office at the
organization of each Fund. This table also shows certain
additional information. Each officer will hold such office until
a successor has been elected by the Board of Directors of a Fund.
Name
Positions Held
Within each Fund
Principal
Occupations and
Other
Affiliations
During
The Past Five
Years
Robert
M.
Etting
er
Age:
38
Vice President
and Assistant
Treasurer of the
Funds; President
and Director of
Flaherty &
Crumrine
President and
Director,
Flaherty &
Crumrine
Peter
C.
Stimes
Age:
41
Vice President,
Treasurer and
Assistant
Secretary of the
Funds; Vice
President of
Flaherty &
Crumrine
Vice President,
Flaherty &
Crumrine
The following table sets forth certain information regarding
the compensation of each Fund's Directors, other than Mr. Gale who
was elected as a Director of each Fund on January 24, 1997, during
the fiscal year ended November 30, 1996. No executive officer or
person affiliated with the Fund received compensation from the
Fund during the fiscal year ended November 30, 1996 in excess of
$60,000. Directors of the Funds do not receive pension or
retirement benefits from the Funds.
COMPENSATION TABLE
Name of
Person
and
Position
Aggregate
Compensation
from each
Fund
Total
Compensation
From the Fund
and Fund
Complex Paid
to Directors*
Robert
T.
Flaherty
Director
,
Chairman
of the
Board,
Presiden
t and
Chief
Executiv
e
Officer
$0
$0 (3)
Donald
F.
Crumrine
Director
, Chief
Financia
l
Officer,
Chief
Accounti
ng
Officer,
Vice
Presiden
t and
Secretar
y
$0
$0 (3)
Martin
Brody
Director
$11,700 PFD
$11,700 PFO
$11,700 PFM
$35,100(3)
Morgan
Gust
Director
$12,200 PFD
$12,200 PFO
$12,200 PFM
$36,600(3)
Robert
F. Wulf
Director
$12,200 PFD
$12,200 PFO
$12,200 PFM
$36,600(3)
David
Gale
Director
$0
$0 (3)
__________________________________
* Represents the total compensation paid to such persons by the
Funds during the fiscal year ended November 30, 1996, which are
considered part of the same "fund complex" because they have a
common adviser. The parenthetical number represents the number of
such investment companies, including the Funds. Mr. Gale was not
a director of the Funds during the fiscal year ended November 30,
1996.
Required Vote
Election of each of the listed nominees for Director of each
Fund will require the affirmative vote of a plurality of the votes
cast at the Meeting in person or by proxy.
THE DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 1.
PROPOSAL 2: RATIFICATION OF THE SELECTION
OF INDEPENDENT ACCOUNTANTS
The firm of Coopers & Lybrand L.L.P. ("Coopers & Lybrand"),
One Post Office Square, Boston, Massachusetts 02109, has served as
independent accountants for each Fund since the Fund's
commencement of operations, and has been selected to serve in such
capacity for the Fund's fiscal year ending November 30, 1997 by
the Directors of the Fund, including those Directors who are not
"interested persons" (as defined in the 1940 Act) of the Fund or
Flaherty & Crumrine. Coopers & Lybrand has informed the Funds
that it has no direct or indirect financial interest in the Funds.
A representative of Coopers & Lybrand will not be present at the
Meetings but will be available by telephone and will have an
opportunity to make a statement if the representative so desires
and will be available to respond to appropriate questions.
Required Vote
Ratification of the selection of Coopers & Lybrand as
independent accountants for a Fund requires the affirmative vote
of the holders of a majority of the shares of Common Stock and
MMP represented at the Meeting in person or by proxy voting as a
single class.
THE BOARD OF DIRECTORS OF EACH FUND, INCLUDING ALL OF THE NON-
INTERESTED DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
PROPOSAL NO. 2.
SUBMISSION OF SHAREHOLDER PROPOSALS
All proposals by shareholders of each Fund that are intended
to be presented at the Fund's next Annual Meeting of Shareholders
to be held in 1998 must be received by the Fund for consideration
for inclusion in the Fund's proxy statement relating to the
meeting no later than January 8, 1998.
ADDITIONAL INFORMATION
Investment Adviser and Administrator
Flaherty & Crumrine serves as the Investment Adviser to the
Funds and its business address is 301 E. Colorado Boulevard, Suite
720, Pasadena, California 91101. FDISG acts as the administrator
to the Funds and is located at One Exchange Place, Boston,
Massachusetts 02109.
Compliance with the Securities and Exchange Act of 1934
Section 16(a) of the 1934 Act requires the Funds' directors
and officers, certain persons affiliated with Flaherty & Crumrine
and persons who own more than 10% of a registered class of the
Funds' securities, to file reports of ownership and changes of
ownership with the SEC and the New York Stock Exchange.
Directors, officers and greater-than-10% shareholders are required
by the SEC regulations to furnish the Fund with copies of all
Section 16(a) forms they file. Based solely upon its review of
the copies of such forms received by it and written
representations from certain of such persons, each Fund believes
that through the date hereof all such filing requirements
applicable to such persons were complied with.
Broker, Non-Votes and Abstentions
A proxy which is properly executed and returned accompanied
by instructions to withhold authority to vote represents a broker
"non-vote" (i.e., shares held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners
or the persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter).
Proxies that reflect abstentions or broker non-votes (collectively
"abstentions") will be counted as shares that are present and
entitled to vote on the matter for purposes of determining the
presence of a quorum. Under Maryland law, abstentions do not
constitute a vote "for" or "against" a matter and will be
disregarded in determining the "votes cast" on an issue.
OTHER MATTERS TO COME BEFORE THE MEETING
The Funds do not intend to present any other business at the
Meetings, nor are they aware that any shareholder intends to do
so. If, however, any other matters are properly brought before
the Meetings, the persons named in the accompanying form of proxy
will vote thereon in accordance with their judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETINGS ARE
THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN ALL PROXY CARDS
AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by 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 Sec. 240.14a-
11(c) or Sec. 240.14a-12
PREFERRED INCOME FUND INCORPORATED
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
(Name of Registrant as Specified In Its Charter)
CHRISTINE P. RITCH
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transactions 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 identity 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: May 12, 1997
PREFERRED INCOME FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Money Market Cumulative Preferred Stock
("MMP"), of Preferred Income Fund Incorporated, a Maryland corporation (the
"Fund"), hereby appoints Robert T. Flaherty, Donald F. Crumrine and Christine
P.
Ritch, attorneys and proxies for the undersigned, with full powers of
substitution
and revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of MMP, which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Fund to be held at the offices of Willkie
Farr & Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor, New
York,
New York 10022 at 8:30 a.m., on July 25, 1997, and any adjournments thereof.
The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
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.
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.
DATE:
Signature(s) (Title(s), if
applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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 ELECTION OF NOMINEE AS
DIRECTOR
AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTOR FOR nominee listed *
WITHHOLD AUTHORITY *
to vote
for nominee
Donald F. Crumrine
2. To ratify the selection of Coopers & Lybrand L.L.P. as
FOR * AGAINST * ABSTAIN *
independent accountants for the Fund.
The Board of Directors recommends that the shareholders vote "FOR" the
election of
nominee and "FOR" ratification of the selection of Coopers & Lybrand L.L.P. as
independent accountants for the Fund.
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Money Market Cumulative Preferred Stock
("MMP"), of Preferred Income Opportunity Fund Incorporated, a Maryland
corporation
(the "Fund"), hereby appoints Robert T. Flaherty, Donald F. Crumrine and
Christine
P. Ritch, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on
behalf of
the undersigned all shares of MMP, which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Fund to be held at the offices of
Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd Street,
47th Floor,
New York, New York 10022 at 8:30 a.m., on July 25, 1997, and any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting and 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.
NOTE: Please sign exactly as
your name appears on this Proxy.
If joint owners, EITHER may sign this Proxy. When signing
attorney, executor, administrator, trustee,
guardian or corporate
officer, please give your full title.
DATE:
Signature(s) (Title(s), if
applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED
ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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 PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTOR
Not Applicable
2. To ratify the selection of Coopers & Lybrand L.L.P. as
FOR * AGAINST * ABSTAIN *
independent accountants for the Fund.
The Board of Directors recommends that the shareholders vote "FOR"
ratification of
the selection of Coopers & Lybrand L.L.P. as independent accountants for the
Fund.
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Money Market Cumulative Preferred Stock
("MMP"), of Preferred Income Fund Incorporated, a Maryland corporation (the
"Fund"), hereby appoints Robert T. Flaherty, Donald F. Crumrine and
Christine P.
Ritch, attorneys and proxies for the undersigned, with full powers of
substitution
and revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of MMP, which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Fund to be held at the offices of Willkie
Farr & Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor,
New York,
New York 10022 at 8:30 a.m., on July 25, 1997, and any adjournments thereof.
The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
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.
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.
DATE:
Signature(s) (Title(s), if
applicable)
PLEASE SIGN, DATE AND
RETURN
PROMPTLY IN THE ENCLOSED
ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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 ELECTION OF NOMINEE AS
DIRECTOR AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTOR FOR nominee listed *
WITHHOLD AUTHORITY *
to vote
for nominee
Morgan Gust
2. To ratify the selection of Coopers & Lybrand L.L.P. as
FOR * AGAINST * ABSTAIN *
independent accountants for the Fund.
The Board of Directors recommends that the shareholders vote "FOR" the
election of
nominee and "FOR" ratification of the selection of Coopers & Lybrand L.L.P. as
independent accountants for the Fund.
PREFERRED INCOME FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock, of Preferred Income Fund
Incorporated, a Maryland corporation (the "Fund"), hereby appoints Robert T.
Flaherty, Donald F. Crumrine
and Christine P. Ritch, attorneys and proxies for the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to
vote on
behalf of the undersigned all
shares of Common Stock, which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Fund to be held at the offices of Willkie Farr &
Gallagher, One Citicorp
Center, 153 East 53rd Street, 47th Floor, New York, New York 10022 at 8:30
a.m.,
on July 25, 1997, and any adjournments thereof. The undersigned hereby
acknowledges receipt of
the Notice of Annual Meeting and 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.
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.
DATE:
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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 ELECTION OF NOMINEES AS
DIRECTOR AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTORS FOR nominees listed *
WITHHOLD AUTHORITY *
to vote for nominees
Robert Wulf and David Gale
(Instruction: To withhold authority for any individual, write his name on the
line below.)
_____________________________________________________________________
2. To ratify the selection of Coopers & Lybrand L.L.P. as
FOR * AGAINST * ABSTAIN *
independent accountants for the Fund.
The Board of Directors recommends that the shareholders vote "FOR" the
election of
all nominees and "FOR" ratification of the selection of Coopers & Lybrand
L.L.P.
as independent accountants for the Fund.
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock, of Preferred Income
Opportunity
Fund Incorporated, a Maryland corporation (the "Fund"), hereby appoints
Robert T. Flaherty, Donald F. Crumrine and Christine P. Ritch, attorneys and
proxies for the undersigned, with full powers of substitution and
revocation, to
represent the undersigned and
to vote on behalf of the undersigned all shares of Common Stock, which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Fund
to be held at the offices of Willkie Farr & Gallagher, One Citicorp Center, 153
East 53rd Street, 47th Floor, New York, New York 10022 at 8:30 a.m., on
July 25,
1997, and any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and 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.
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.
DATE:
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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 ELECTION OF NOMINEE AS
DIRECTOR AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTOR FOR nominee listed *
WITHHOLD AUTHORITY *
to vote
for nominees
Martin Brody and David Gale
(Instruction: To withhold authority for any individual, write his name on the
line below.)
_____________________________________________________________________
2. To ratify the selection of Coopers & Lybrand L.L.P. as
FOR * AGAINST * ABSTAIN *
independent accountants for the Fund.
The Board of Directors recommends that the shareholders vote "FOR" the
election of
all nominees and "FOR" ratification of the selection of Coopers &
Lybrand L.L.P.
as independent accountants for the Fund.
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock, of Preferred Income Fund
Incorporated, a Maryland corporation (the "Fund"), hereby appoints
Robert T. Flaherty, Donald F. Crumrine and Christine P. Ritch, attorneys and
proxies for the undersigned, with full powers of substitution and
revocation, to
represent the undersigned and
to vote on behalf of the undersigned all shares of Common Stock, which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of
the Fund
to be held at the offices of Willkie Farr
& Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor,
New York, New York 10022 at 8:30 a.m., on July 25, 1997, and any adjournments
thereof. The
undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and 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.
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.
DATE:
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Please indicate your vote by an "X" in the appropriate box below.
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 ELECTION OF NOMINEE AS
DIRECTOR AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTORS FOR nominees listed *
WITHHOLD AUTHORITY *
to vote
for nominees
Robert T. Flaherty and David Gale
(Instruction: To withhold authority for any individual, write his name on the
line below.)
_____________________________________________________________________
2. To ratify the selection of Coopers & Lybrand L.L.P. as
FOR * AGAINST * ABSTAIN *
independent accountants for the Fund.
The Board of Directors recommends that the shareholders vote "FOR" the
election of
all nominees and "FOR" ratification of the selection of Coopers & Lybrand
L.L.P.
as independent accountants for the Fund.