THE SALOMON BROTHERS FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 6, 2001
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of The Salomon Brothers
Fund Inc (the "Fund") will be held at 7 World Trade Center, in the Downtown
Conference Center, 2nd Floor Auditorium, New York, New York, on Tuesday, April
24, 2001, at 1:30 p.m., for the purposes of considering and voting upon the
following:
1. The election of directors (Proposal 1); and
2. Any other business that may properly come before the Meeting.
The close of business on February 22, 2001 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
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TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
SMALL YOUR HOLDINGS MAY BE.
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
------------------
(1) ABC Corp. .................................... ABC Corp. (by John Doe, Treasurer)
(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
CUSTODIAL OR ESTATE ACCOUNTS
----------------------------
(1) John B. Smith, Cust. f/b/o John B. Smith, John B. Smith
Jr. UGMA ..................................
(2) John B. Smith ................................ John B. Smith, Jr., Executor
THE SALOMON BROTHERS FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
----------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of The Salomon Brothers Fund Inc (the "Fund") of proxies to
be used at the Annual Meeting of Stockholders of the Fund to be held at 7 World
Trade Center, in the Downtown Conference Center, 2nd Floor Auditorium, New York,
New York, on Tuesday, April 24, 2001 at 1:30 p.m., New York Time, (and at any
adjournment or adjournments thereof) for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This proxy statement and
the accompanying form of proxy are first being mailed to stockholders on or
about March 6, 2001. Stockholders who execute proxies retain the right to revoke
them in person at the Meeting or by written notice received by the Secretary of
the Fund at any time before they are voted. Unrevoked proxies will be voted in
accordance with the specifications thereon and, unless specified to the
contrary, will be voted FOR the election of directors. The close of business on
February 22, 2001 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting. Each stockholder
is entitled to one vote for each full share and an appropriate fraction of a
vote for each fractional share held. As of February 22, 2001, there were
100,938,034 shares of Common Stock outstanding.
In accordance with the Fund's By-Laws, a quorum is constituted by the
presence in person or by proxy of the holders of record of a majority of the
outstanding shares of the Fund's Common Stock entitled to vote at the Meeting.
In the event that a quorum is not present at the Meeting, or in the event that a
quorum is present but sufficient votes to approve any of the proposals are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to a date not more than 120 days after the original record date to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies which
they are entitled to vote FOR or AGAINST any such proposal in their discretion.
A stockholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
for approval. Abstentions and Broker Non-Votes (reflected by signed but unvoted
proxies), as defined below, do not count as votes cast with respect to any
proposal. With respect to a proposal requiring the affirmative vote of a
majority of the outstanding shares of Capital Stock, the effect of abstentions
and Broker Non-Votes is the same as a vote against such proposal. "Broker
Non-Votes" are shares held in the name of a broker or nominee for which an
executed proxy is received by the Fund, but are not voted on the proposal
because voting instructions have not been received from the beneficial owners or
persons entitled to vote and the broker or nominee does not have discretionary
voting power.
Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 7 World Trade Center, New York, New York 10048, is the Fund's
investment adviser and administrator.
PROPOSAL 1: ELECTION OF DIRECTORS
At the meeting eight directors are to be elected to hold office until the
next Annual Meeting and until their successors are elected and qualified. Unless
authority is withheld, it is the intention of the persons named in the
proxy to vote the proxy FOR the election of the nominees named below. Each
nominee has indicated that he or she will serve if elected, but if any nominee
should be unable to serve, the proxy will be voted for any other person
determined by the persons named in the proxy in accordance with their judgment.
Each nominee has previously been elected a director by the Fund's stockholders.
As of January 29, 2001, Charles F. Barber became a director emeritus* of the
Fund.
The following table provides information concerning each nominee for
election as a director:
COMMON STOCK
BENEFICIALLY
OWNED, DIRECTLY
OR INDIRECTLY, ON
DECEMBER 31, 2000
DIRECTOR ------------------
NOMINEE AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
------------------------------------------------------------ ----- --- ---------
Andrew L. Breech, Member of the Proxy and Audit Committees; 1991 48 5,967
President, Dealer Operating Control Service, Inc.
Carol L. Colman, Consultant, Colman Consulting. 1992 55 6,358
William R. Dill, Member of Nominating Committee; Consultant; formerly 1985 70 2,252
President, Boston Architectural Center; formerly, President,
Anna Maria College; President Emeritus, Babson College.
Clifford M. Kirtland, Jr., Member of the Proxy and Audit Committees; 1987 77 5,300
Member of Advisory Committee, Noro-Moseley Partners; formerly,
Director, Oxford Industries, Inc., Shaw Industries, Inc., Graphic
Industries, Inc. and CSX Corp.; formerly, Chairman and President,
Cox Communications.
Robert W. Lawless, Member of the Proxy Committee; President and Chief 1991 64 3,869
Executive Officer, University of Tulsa; formerly, President and Chief
Executive Officer, Texas Tech University and Texas Tech University
Health Sciences Center.
Heath B. McLendon**, Managing Director, Salomon Smith Barney Inc.; 1998 67 2,138
President and Director, SSB Citi Fund Management Inc. and Travelers
Investment Adviser, Inc.
Louis P. Mattis, Member of Nominating Committee; Consultant; formerly 1991 59 2,104
Chairman and President, Sterling Winthrop, Inc.
Thomas F. Schlafly, Member of Audit and Nominating Committees; Of 1986 52 3,300
Counsel to Blackwell Sanders Peper Martin LLP (attorneys); President,
The Saint Louis Brewery, Inc.
- ----------
* Upon attainment of age 80, Fund directors are 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.
** "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
(A) The holdings of no nominee represented more than 1% of the outstanding
shares of the Fund's Common Stock as of December 31, 2000. Each nominee
has sole voting and investment power with respect to the listed shares.
2
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors is responsible for ensuring that the Fund is managed
in the best interests of its stockholders. The Directors oversee the Fund's
business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including SBAM, the
custodian, the transfer agent and the administrator. As part of this process,
the Directors consult with the Fund's independent auditors and with their own
separate independent counsel.
The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an audit
committee, proxy committee and nominating committee, which meet periodically
during the year and whose responsibilities are described below.
The Directors regularly review the Fund's financial statements, performance
and market price as well as the quality of the services being provided to the
Fund. As part of this process, the Directors review the Fund's fees and expenses
to determine if they are reasonable and competitive in light of the services
being received and while also ensuring that the Fund continues to have access to
high quality services in the future. Based on these reviews, the Directors
periodically make suggestions to the Fund's management and monitor to ensure
that responsive action is taken. The Directors also monitor potential conflicts
of interest among the Fund, SBAM and its affiliates and other funds and clients
managed by SBAM to ensure that the Fund is managed in a manner which is in the
best interests of the Fund's stockholders.
Each of the nominees for directors also serve as directors of certain other
U.S.-registered investment companies as described below. Messrs. Breech, Dill,
Kirtland and Lawless also serve as directors of three other investment companies
advised by SBAM. Messrs. Mattis and Schlafly also serve as directors of two
other investment companies advised by SBAM and Ms. Colman serves as a director
of six other investment companies advised by SBAM. Mr. McLendon also serves as a
director of sixteen other investment companies advised by SBAM, forty-three
investment companies managed and/or administered by SSB Citi Funds Management
LLC ("SSB Citi"), six investment companies advised by Travelers Investment
Management Company and seven investment companies managed by Travelers Asset
Management International Corporation.
At December 31, 2000, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund's Common Stock.
To the knowledge of management, no person owned of record or owned beneficially
more than 5% of the Fund's shares of Common Stock outstanding at that date,
except that Cede & Co., a nominee for participants in Depository Trust Company,
held of record 69,874,776 shares, equal to approximately 69% of the Fund's
outstanding shares.
The Fund's executive officers are chosen each year at the first meeting of
the Board of Directors of the Fund following the Annual Meeting of Stockholders,
to hold office until the meeting of the Board following the next Annual Meeting
of Stockholders and until their successors are duly elected and qualified. In
addition to Mr. McLendon, the current executive officers of the Fund are:
OFFICER
NAME OFFICE SINCE AGE
---- ------ ----- ---
Lewis E. Daidone Executive Vice President 1998 43
and Treasurer
Michael A. Kagan Vice President 1996 39
Christina T. Sydor Secretary 1998 50
3
Mr. Daidone serves as a Managing Director of Salomon Smith Barney ("SSB"),
a position he has held since 1990. He is Director and Senior Vice President of
SSB Citi and Travelers Investment Advisers, Inc., and is the Senior Vice
President, Treasurer and Chief Financial Officer of its mutual fund complex. Mr.
Kagan has been a Managing Director of SBAM and SSB since January 2001. Prior to
January 2001, Mr. Kagan was a Director of SBAM and SSB since January 1997. From
December 1994 to January 1997, he was a Vice President of SBAM and SSB. Ms.
Sydor has also served as Managing Director of SSB, which she joined in 1986. She
is General Counsel of SSB Citi and Travelers Investment Advisers, Inc., and is
also Secretary of the investment companies sponsored by SSB.
The Fund's Audit Committee is composed entirely of Directors who are not
"interested persons" of either the Fund, SBAM or their affiliates within the
meaning of the 1940 Act, and who are "independent" as defined in the New York
Stock Exchange listing standards. The principal functions of the Audit Committee
are: (i) to recommend to the Board the appointment of the Fund's independent
auditors; (ii) to review with the independent auditors the scope and anticipated
cost of their audit; and (iii) to receive and consider a report from the
independent auditors concerning their conduct of the audit, including any
comments or recommendations they might want to make in that connection. This
Committee held one meeting during the fiscal year ended December 31, 2000. The
Fund adopted an Audit Committee Charter at a meeting held on April 11, 2000, a
copy of which is attached to this Proxy Statement as Exhibit A.
The Fund's Nominating Committee, whose principal function is to recommend
nominees for election as directors of the Fund, is composed of Messrs. Dill,
Mattis and Schlafly. This Committee held one meeting during the year ended
December 31, 2000. The Nominating Committee will accept nominations for the
office of director made by the stockholders 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's Proxy Committee, composed of Messrs. Breech, Lawless and
Kirtland, establishes and monitors the Fund's policy on voting proxies of
companies whose securities are held in the Fund's portfolio and determines the
manner in which proxies for the Fund's securities are voted. Such committee held
one meeting during the year ended December 31, 2000.
REPORT OF THE AUDIT COMMITTEE
Pursuant to a meeting of the Audit Committee on February 21, 2001, the
Audit Committee reports that it has (i) reviewed and discussed the Fund's
audited financial statements with management; (ii) discussed with
PricewaterhouseCoopers LLP ("PwC"), 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;
and (iii) received written confirmation from PwC that it is independent and
written disclosures regarding such independence as required by Independence
Standards Board Standard No. 1, and discussed with PwC the auditors
independence. Based on review and discussions referred to in items (i) through
(iii) above, the Audit Committee recommended to the Board of Directors (and the
Board has approved) that the audited financial statements be included in the
Fund's annual report for the Fund's fiscal year ended December 31, 2000. The
Fund's Audit Committee is composed of Messrs. Breech, Kirtland and Schlafly.
During the fiscal year ended December 31, 2000, the Board of Directors met
six times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committees for which he/she was eligible.
4
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to the directors by the Fund, as well as by the various other investment
companies advised by SBAM. The following table provides information concerning
the compensation paid to each director during the fiscal year ended December 31,
2000. Certain of the directors listed below are members of the Audit Committee
of the Fund and other committees of certain other investment companies advised
by SBAM, and, accordingly, the amounts provided in the table include
compensation for service on such committees. Please note that the Fund does not
provide any pension or retirement benefits to directors. In addition, the Fund
paid no remuneration during the fiscal year ended December 31, 2000 to Mr.
McLendon who is an "interested person" as defined in the 1940 Act.
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM OTHER FUNDS
NAME OF DIRECTORS FROM THE FUND ADVISED BY SBAM TOTAL COMPENSATION
- ----------------- ------------- --------------- ------------------
DIRECTORSHIPS(A) DIRECTORSHIPS(A)
---------------- ----------------
Andrew L. Breech .................. $12,000 $ 20,625(3) $ 32,625(4)
Carol L. Colman ................... $12,000 $ 40,534(6) $ 52,534(7)
William R. Dill ................... $11,250 $ 19,125(3) $ 30,375(4)
Clifford M. Kirtland, Jr. ......... $11,250 $ 17,125(3) $ 28,375(4)
Robert W. Lawless ................. $12,000 $ 19,375(3) $ 31,375(4)
Louis P. Mattis ................... $11,250 $ 16,250(2) $ 27,500(3)
Thomas F. Schlafly ................ $12,000 $ 17,750(2) $ 29,750(3)
- ----------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
During the Fund's last fiscal year, total compensation paid by the Fund to
directors emeritus totaled $14,125.
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, persons
who own more than 10% of the Fund's Common Stock, SBAM and its directors and
officers, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange, Inc. The
Fund believes that all relevant persons have complied with applicable filing
requirements during its most recently completed fiscal year.
REQUIRED VOTE
The nominees as Directors are elected by a plurality of the votes cast by
the holders of shares of the Fund's Common Stock present in person or
represented by proxy at a meeting with a quorum present. For purposes of the
election of directors, abstentions and broker non-votes will not be considered
votes cast, and do not affect the plurality vote required for directors.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS," AS
DEFINED IN THE 1940 ACT, UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR"
EACH OF THE NOMINEES FOR DIRECTOR.
5
AUDIT FEES. Fees for the annual audit of the Fund's financial statements by
PricewaterhouseCoopers LLP ("PwC") for the fiscal year ended December 31, 2000
were $39,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. The aggregate
fees billed for financial information systems design and implementation services
rendered by PwC to the Fund, SBAM and entities controlled by or affiliated with
SBAM that provide services to the Fund for the fiscal year ended December 31,
2000 were $1,763,000. The Audit Committee of the Fund has determined that
provision of these services is compatible with maintaining the independence of
PwC.
ALL OTHERS FEES. The aggregate fees billed for all other non-audit
services, including fees for tax related services, rendered by PwC to the Fund,
SBAM and entities controlled by or affiliated with SBAM that provide services to
the Fund for the fiscal year ended December 31, 2000 were $2,020,300. The Audit
Committee of the Fund has determined that provision of these non-audit services
is compatible with maintaining the independence of PwC.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 2002
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than November 7, 2001. Any stockholder
who desires to bring a proposal at the Fund's Annual Meeting of Stockholders
without including such proposal in the Fund's proxy statement must deliver
written notice thereof to the Secretary of the Fund (addressed to The Salomon
Brothers Fund Inc, 7 World Trade Center, New York, New York 10048) during the
period from January 23, 2002 to February 22, 2002.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended December 31, 2000 is available, free of charge, by writing to the
Fund c/o Salomon Brothers Asset Management Inc at the address listed on the
front cover, or by calling 1-888-777-0102.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM,
or its affiliates, or other representatives of the Fund or by telephone or
telegraph, in addition to the use of mails. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation material to their
principals to obtain authorization for the execution of proxies, and they will
be reimbursed by the Fund for such out-of-pocket expenses.
OTHER BUSINESS
The Fund's Board of Directors does not know of any other matter which may
come before the Meeting. If any other matter properly comes before the Meeting,
it is the intention of the persons named in the proxy to vote the proxies in
accordance with their judgment on that matter.
March 6, 2001
6
EXHIBIT A
AUDIT COMMITTEE CHARTER
I. Composition of the Audit Committee: The Audit Committee shall be comprised
of at least three directors, each of whom shall have no relationship to
the Fund that may interfere with the exercise of their independence from
management and the Fund and shall otherwise satisfy the applicable
membership requirements under the rules of the New York Stock Exchange,
Inc as such requirements are interpreted by the Board of Directors in its
business judgment.
II. Purposes of the Audit Committee: The purposes of the Audit Committee are
to assist the Board of Directors:
1. in its oversight of the Fund's accounting and financial reporting
principles and policies and audit controls and procedures;
2. in its oversight of the Fund's financial statements and the independent
audit thereof;
3. in selecting (or nominating the outside auditors to be proposed for
shareholder approval in any proxy statement), evaluating and, where
deemed appropriate, replacing the outside auditors; and
4. in evaluating the independence of the outside auditors.
The function of the Audit Committee is oversight. The management of the
Fund is responsible for the preparation, presentation and integrity of the
Fund's financial statements. Management and the internal auditing
department are responsible for maintaining appropriate accounting and
financial reporting principles and policies and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The outside auditors are responsible for
planning and carrying out a proper audit in accordance with Generally
Accepted Auditing Standards. In fulfilling their responsibilities
hereunder, it is recognized that members of the Audit Committee are not
full-time employees of the Fund and are not, and do not represent
themselves to be, accountants or auditors by profession or experts in the
fields of accounting or auditing. As such, it is not the duty or
responsibility of the Audit Committee or its members to conduct "field
work" or other types of auditing or accounting reviews or procedures, and
each member of the Audit Committee shall be entitled to rely on (i) the
integrity of those persons and organizations within and outside the Fund
that it receives information from and (ii) the accuracy of the financial
and other information provided to the Audit Committee by such persons and
organizations absent actual knowledge to the contrary (which shall be
promptly reported to the Board of Directors).
The outside auditors for the Fund are ultimately accountable to the Board
of Directors (as assisted by the Audit Committee). The Board of Directors,
with the assistance of the Audit Committee, has the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
outside auditors (or to nominate the outside auditors to be proposed for
shareholder approval in the proxy statement).
The outside auditors shall submit to the Audit Committee annually a formal
written statement delineating all relationships between the outside
auditors and the Fund ("Statement as to Independence") which, in the
auditor's professional judgment may be reasonably thought to bear on
independence, addressing at least the matters set forth in Independence
Standards Board No. 1.
III. Meetings of the Audit Committee: The Audit Committee shall meet at least
annually with the outside auditors to discuss the annual audited financial
statements and results of their audit. The Audit Committee may request any
officer or employee of the Fund or the Fund's outside counsel or outside
auditors to attend a meeting of the Audit Committee or to meet with any
members of, or consultants to, the Audit Committee.
A-1
IV. Duties and Powers of the Audit Committee: To carry our its purposes, the
Audit Committee shall have the following duties and powers:
1. to provide advice to the Board of Directors in selecting, evaluating or
replacing outside auditors;
2. to review the fees charged by the outside auditors for audit and
non-audit services;
3. to ensure that the outside auditors prepare and deliver annually a
Statement as to Independence (it being understood that the outside
auditors are responsible for the accuracy and completeness of this
Statement), to discuss with the outside auditors any relationships or
services disclosed in this Statement that may impact the objectivity
and independence of the Fund's outside auditors and to recommend that
the Board of Directors take appropriate action in response to this
Statement to satisfy itself of the outside auditors' independence;
4. to instruct the auditors that the outside auditors are ultimately
accountable to the Board of Directors and Audit Committee;
5. to advise management and the outside auditors that they are expected to
provide to the Audit Committee a timely analysis of significant
financial reporting issues and practices;
6. to consider any reports or communications (and management's responses
thereto) submitted to the Audit Committee by the outside auditors
required by or referred to in SAS 61 (as codified by AU Section 380),
as may be modified or supplemented, including reports and
communications related to:
o deficiencies noted in the audit in the design or operation of
internal controls;
o consideration of fraud in a financial statement audit;
o detection of illegal acts;
o the outside auditors' responsibility under generally accepted
auditing standards;
o significant accounting policies;
o management judgments and accounting estimates;
o adjustments arising from the audit;
o the responsibility of the outside auditors for other information in
documents containing audited financial statements;
o disagreements with management;
o consultation by management with other accountants;
o major issues discussed with management prior to retention of the
outside auditors;
o difficulties encountered with management in performing the audit;
o the outside auditors' judgments about the quality of the entity's
accounting principles; and
o reviews of interim financial information conducted by the outside
auditors; and
7. with respect to reporting and recommendations, to discuss with the
Fund's General Counsel any significant legal matters may have a
material effect on the financial statements, the Fund's compliance
policies, including material notices to or inquiries received from
governmental agencies;
A-2
8. to prepare any report, including any recommendation of the Audit
Committee, required by the rules of the Securities and Exchange
Commission to be included in the Fund's annual proxy statement;
9. to review this Charter at least annually and recommend any changes to
the full Board of Directors; and
10. to report its activities to the full Board of Directors on a regular
basis and to make such recommendations with respect to the above and
other matters as the Audit Committee may deem necessary or appropriate.
V. Resources and Authority of the Audit Committee: The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for
special audits, reviews and other procedures and to retain special counsel
and other experts or consultants.
A-3
THE SALOMON BROTHERS FUND INC
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Heath B. McLendon, Robert A. Vegliante and
Lewis E. Daidone and each of them, attorneys and proxies for the undersigned,
with full power of substitution and revocation to represent the undersigned and
to vote on behalf of the undersigned all shares of The Salomon Brothers Fund Inc
(the "Fund") which the undersigned is entitled to vote at the Fund's Annual
Meeting of Stockholders (the "Meeting") to be held at 7 World Trade Center,
Downtown Conference Center, 2nd Floor Auditorium New York, New York on Tuesday,
April 24, 2001 at 1:30 p.m. and at any adjournment thereof. The undersigned
hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy
Statement and hereby instructs said attorneys and proxies to vote said shares as
indicated hereon. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Meeting. A majority of the
proxies present and acting at the Meeting in person or by substitute (or, if
only one shall be so present, then that one) shall have and may exercise all of
the power and authority of said proxies hereunder. The undersigned hereby
revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by
the stockholder.
IF NO DIRECTION IS MADE TO THE CONTRARY, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF NOMINIEES AS DIRECTORS.
Please refer to the Proxy Statement for a discussion
of the Proposal.
Please Sign and Date on Reverse Side and Mail THE SALOMON BROTHERS FUND INC
in Accompanying Postpaid Envelope. P.O. BOX 11193
NEW YORK, N.Y. 10203-0193
DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
[ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
1. The election of directors FOR all nominees [ X ] WITHHOLD AUTHORITY to vote [ X ] *EXCEPTIONS [ X ]
listed below for all nominees listed below
Nominees: Andrew L. Breech, Carol L. Colman, William R. Dill, Clifford M. Kirtland, Jr., Robert W. Lawless, Heath B. McLandon,
Louis P. Maltis, Thomas F. Schlafly
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that nominee's name
in the space provided below.)
*Exceptions
----------------------------------------------------------------------------------------------------------------------
2. Any other business that may properly come before the meeting.
I will attend the meeting. [X]
Change of Address and/ [X]
or Comments Mark Here
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.
Dated: , 2001
--------------------------------------------------------
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| ---------------------------------------------------------------------
___| Signature(s) (Title(s), if applicable)
Votes MUST be indicated [X]
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