SCHEDULE 14A INFORMATION
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 Sec. 240.14a-11(c) or Sec. 240.14a-12
Prospect Street High Income Portfolio Inc.
(Name of Registrant as Specified in its Charter)
Richard E. Omohundro, Jr.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 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:
\1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
January 3, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Prospect Street High Income Portfolio Inc. (the "Fund") to be held at 60 State
Street, 37th Floor, Boston, Massachusetts 02109, on March 1, 1996 at 10:00 a.m.
You will have an opportunity to hear a report on the Fund and to discuss other
matters of interest to you as a stockholder.
We hope that you will be able to attend the meeting. Whether or not you plan
to attend, please complete, date, sign and mail the enclosed proxy card to
assure that your shares are represented at the meeting.
Sincerely,
/s/ Richard E. Omohundro, Jr.
RICHARD E. OMOHUNDRO, JR.
President
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 1, 1996
------------------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of Prospect Street
High Income Portfolio Inc. a Maryland corporation (the "Fund"), will be held at
60 State Street, 37th Floor, Boston, Massachusetts 02109, on March 1, 1996 at
10:00 a.m., for the following purposes:
To elect seven Directors of the Fund, two of which shall be elected by
the holders of the Fund's Taxable Auction Rate Preferred Stock and the
remainder of which shall be elected by the holders of the Fund's Common
Stock and the Taxable Auction Rate Preferred Stock, voting together, to hold
office until the next annual meeting of stockholders and until their
successors shall have been duly elected and qualified;
To ratify the selection of Arthur Andersen LLP as independent public
accountants of the Fund for the fiscal year ending October 31, 1996; and
To transact such other business as may properly come before the Annual
Meeting and any adjournment thereof. The matters referred to above may be
acted upon at the Annual Meeting or any adjournment thereof.
The close of business on December 27, 1995 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Annual Meeting and any adjournment thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU DESIRE
TO VOTE IN PERSON AT THE MEETING, YOU MAY REVOKE YOUR PROXY. HOLDERS OF THE
FUND'S COMMON STOCK SHOULD SIGN AND RETURN THE WHITE PROXY. HOLDERS OF THE
FUND'S TAXABLE AUCTION RATE PREFERRED STOCK SHOULD SIGN AND RETURN THE BLUE
PROXY.
By Order of the Directors
KAREN J. THELEN
Secretary
January 3, 1996
Boston, Massachusetts
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MARCH 1, 1996
------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Prospect Street High Income
Portfolio Inc., a Maryland corporation (the "Fund"), for use at the Fund's
Annual Meeting of Stockholders (the "Annual Meeting") to be held at 60 State
Street, 37th Floor, Boston, Massachusetts 02109, on March 1, 1996 at 10:00 a.m.,
and at any and all adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting dated January 3, 1996. The Fund is a
registered investment company under the Investment Company Act of 1940, as
amended (the "1940 Act").
This Proxy Statement and the accompanying Notice of Annual Meeting and form
of proxy will be first sent to stockholders on or about January 3, 1996. The
Board of Directors has fixed the close of business on December 27, 1995 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting. As of the record date, 25,222,749 shares of the
Fund's Common Stock, $.01 par value per share (the "Common Stock"), were issued
and outstanding and 200 shares of the Fund's Taxable Auction Rate Preferred
Stock, no par value per share, liquidation preference $100,000 per share (the
"Preferred Stock"), were issued and outstanding. Holders of Common Stock have
one vote per share and holders of Preferred Stock have one vote per $1,000 of
liquidation preference (i.e. 100 votes per share of Preferred Stock) on all
matters submitted to stockholders of the relevant class or classes. To the
Fund's knowledge, no person beneficially owned shares of the Fund representing
more than five percent of the total voting power of all outstanding shares at
December 27, 1995.
Shares of Common Stock and Preferred Stock represented by properly executed
proxies with respect to which a vote is withheld, an abstention is indicated or
a broker does not vote, will in each case be treated as shares that are present
and entitled to vote for purposes of determining a quorum.
If the accompanying form of proxy is properly executed and returned in time
to be voted at the Annual Meeting, the shares covered thereby will be voted in
accordance with the instructions marked thereon by the stockholder. Executed
proxies that are unmarked will be voted (1) FOR the election of the applicable
nominees named herein as Directors of the Fund, (2) FOR the proposal to ratify
the selection of Arthur Andersen LLP as independent public accountants of the
Fund for the fiscal year ending October 31, 1996, and (3) in the discretion of
the persons named as proxies in connection with any other matter which may
properly come before the Annual Meeting or any adjournment thereof. The Board of
Directors does not know of any matter to be considered at the Annual Meeting
other than the matters referred to above. A stockholder may revoke his or her
proxy prior to its use by appearing at the Annual Meeting and voting in person,
by giving written notice of such revocation to the Secretary of the Fund or by
returning a subsequently dated proxy. Holders of Common Stock should sign and
return the white proxy. Holders of Preferred Stock should sign and return the
blue proxy.
Shares of Common Stock and Preferred Stock representing a majority of the
votes entitled to be cast shall constitute a quorum at the Annual Meeting. In
the event a quorum is not present at the Annual Meeting or in the event a quorum
is present at the Annual Meeting 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 Annual Meeting to permit further solicitation of proxies. A
stockholder vote may be taken on one or more of the proposals in this Proxy
Statement prior to such adjournment if sufficient votes have been received and
such vote is otherwise appropriate. Any such adjournment will require the
affirmative vote of a majority of those shares present at the Annual Meeting in
person or by proxy.
In addition to solicitation of proxies by mail, officers of the Fund and
officers and regular employees of Prospect Street Investment Management Co.,
Inc. (the "Manager"), affiliates of the Manager or other representatives of the
Fund may also solicit proxies by telephone or telegraph or in person. Although
the Fund does not anticipate that it will do so, the Fund may retain a proxy
solicitation firm to assist in the solicitation of proxies. The costs of
retaining such a firm, which the Fund does not anticipate will exceed $15,000,
would depend upon the amount and type of services rendered. The costs of proxy
solicitation and expenses incurred in connection with preparing this Proxy
Statement and its enclosures will be paid by the Fund.
THE INVESTMENT ADVISER
Prospect Street Investment Management Co., Inc., with its principal office
at 60 State Street, Boston, MA 02109, has served as the investment adviser of
the Fund since its inception in November 1988.
PROPOSAL 1
ELECTION OF DIRECTORS
The stockholders of the Fund are being asked to elect the following seven
nominees as Directors of the Fund, to serve as such until the next annual
meeting of the Fund's stockholders and until their successors shall have been
duly elected and qualified. All nominees named below are presently serving as
Directors of the Fund, with the exception of Joseph G. Cote who has been
nominated to replace John F. Barry. All shares represented by valid proxies will
be voted in the election of Directors for the applicable nominees named below,
unless authority to vote for a particular nominee is withheld. Each nominee has
agreed to serve as a Director if elected. If any such nominee is not available
for election at the time of the Annual Meeting, the persons named as proxies
will vote for such substitute nominee as the Board of Directors may recommend.
Under the terms of the Fund's Articles of Amendment and Restatement (the
"Articles of Incorporation"), the holders of the Fund's Preferred Stock are
entitled as a class, to the exclusion of the holders of the Common Stock, to
elect two Directors of the Fund. John S. Albanese and John A. Frabotta have been
nominated for election by the holders of the Preferred Stock. The Fund's
Articles of Incorporation further provide for the election of the other five
nominees named below by the holders of the Common Stock and the Preferred Stock,
voting together. Election of Directors is non-cumulative; accordingly, holders
of a majority of the voting power represented by the outstanding shares of
Common Stock and Preferred Stock, voting together as a single class, or a
majority of the outstanding Preferred Stock, voting separately as a class, may
elect all of the Directors who are subject to election by such class, as the
case may be.
The nominees for election to the Board of Directors are as follows:
NUMBER OF
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AT
POSITIONS DIRECTOR DECEMBER 27,
NAME WITH FUND AGE SINCE 1995(1)(2)
- ---- --------- --- -------- ------------
PREFERRED STOCK NOMINEES
- ------------------------
John S. Albanese Director 44 November, 1989 -0-
John A. Frabotta* Vice President, 53 November, 1988 1,878(3)
Treasurer and
Director
COMMON STOCK AND
PREFERRED STOCK NOMINEES
- ------------------------
Richard E. Omohundro, Jr.* President and Director 55 November, 1988 1,000(3)
Harlan D. Platt Director 45 November, 1988 -0-(4)
C. William Carey Director 58 November, 1988 9,012
Christopher E. Roshier Director 49 November, 1993 -0-
Joseph G. Cote* Director 53 November, 1988 -0-(3)
through
November, 1993
<FN>
- ----------
* These Directors are deemed to be "interested persons" of the Fund under the 1940 Act. Messrs. Omohundro and Cote are
Co-Presidents of the Manager. Mr. Frabotta is a Vice President of the Manager.
(1) The amounts shown are based on information furnished by the nominee. Except as otherwise indicated, each person has
sole voting and investment power with respect to the shares indicated. Fractional shares are rounded off to the
nearest whole share.
(2) No Director is the beneficial owner of more than 1% of the Common Stock outstanding.
(3) Does not include an additional 49,052 shares of Common Stock owned by the Manager.
(4) Does not include 1,779 shares of Common Stock owned by Mr. Platt's wife, as to which Mr. Platt disclaims beneficial
ownership.
As of December 27, 1995, all of the officers and Directors of the Fund,
including the Manager, as a group beneficially owned 60,942 shares of Common
Stock, or less than 1% of the outstanding shares of Common Stock. No officer,
Director or nominee for Director of the Fund owns shares of the Fund's Preferred
Stock.
PREFERRED STOCK NOMINEES
John S. Albanese has been Senior Counsel to Washington Headquarters
Services, a Department of Defense Agency located at the Pentagon since 1992. A
Lieutenant Colonel in the United States Army Reserve, he served on active duty
from 1977 until 1992 in various positions such as: Attorney-Adviser and
Litigation Attorney in the Office of the Judge Advocate General; Legal Counsel
to the U.S. Army Information Systems Selection and Acquisition Agency; and Legal
Adviser to the Defense Attache for the American Embassy in Paris, France.
John A. Frabotta has been Vice President of the Manager since June 1988,
Co-Portfolio Manager of the Fund since October 1989 and Portfolio Manager since
October 1990. Previously, Mr. Frabotta was a Vice President of Merrill Lynch
Pierce Fenner & Smith ("Merrill Lynch") from 1979 through June 1988.
COMMON STOCK AND PREFERRED STOCK NOMINEES
Richard E. Omohundro, Jr. has been Co-President of the Manager since
August 1995, has been President or Co-President of the Manager since July 1988
and has been President of the Fund since its inception. Previously he was a
Managing Director of Merrill Lynch from 1983 to 1988 and Co-Manager of the
Merrill Lynch High Yield Bond Group from 1978 through 1987. Mr. Omohundro is
also Co-President and Chief Executive Officer of Prospect Street Senior Loan
Management Co., Inc.
Harlan D. Platt is a Professor of Finance and Insurance, and has been at
Northeastern University, College of Business Administration, since 1981.
C. William Carey has been Chairman and Chief Executive Officer of Town &
Country Corporation since 1965.
Christopher E. Roshier, a citizen of the United Kingdom, has been a
Corporate Finance Director of European Capital Company Limited in London since
1990 and is a Director of a number of other public and private companies in the
U.K.
Joseph G. Cote has been Co-President of the Manager from February 1989 to
November 1993, and has been Co-President of the Manager since August 1995.
Between November 1993 and August 1995 Mr. Cote was a shareholder of the
Manager. From 1978 to 1988 Mr. Cote was a Managing Director of Merrill Lynch
and Co-Manager of the Merrill Lynch High Yield Bond Group. Mr. Cote is also
Co-President of Prospect Street Senior Loan Management Co., Inc.
During the fiscal year ended October 31, 1995, the Directors of the Fund met
three times in person and one time by telephone. During such year each incumbent
Director attended all of the meetings of the Board. The Board of Directors has
one committee, the Audit Committee. The Audit Committee is responsible for
conferring with the Fund's independent accountants, reviewing the scope and
procedures of the year-end audit, reviewing annual financial statements and
recommending the selection of the Fund's independent accountants. In addition,
the Audit Committee may address questions arising with respect to the valuation
of certain securities in the Fund's portfolio. The Audit Committee is comprised
of Messrs. Carey, Albanese and Platt. The Audit Committee met once in fiscal
1995.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The executive officers of the Fund and those of its Directors who are
"interested persons" of the Fund receive no direct remuneration from the Fund.
Those Directors who are not interested persons are compensated at the rate
of $10,000 annually, plus $2,000 per Directors' meeting attended (in person or
telephonically), and are reimbursed for actual out-of-pocket expenses relating
to attendance at such meetings. In addition, the members of the Fund's Audit
Committee, which consist of certain of the Fund's non-interested Directors,
receive $1,000 for each Audit Committee meeting attended, together with actual
out-of-pocket expenses relating to attendance at such meetings. During the
fiscal year ended October 31, 1995, Directors who were not interested persons of
the Fund earned fees aggregating $76,500.
The following table summarizes the compensation paid to the Directors and
Officers of the Fund for the fiscal year ended October 31, 1995.
PENSION OR
RETIREMENT
BENEFITS ESTIMATED
NAME OF AGGREGATE ACCRUED AS ANNUAL TOTAL
DIRECTOR COMPENSATION PART OF FUND BENEFITS UPON COMPENSATION
OR OFFICER FROM FUND EXPENSES RETIREMENT FROM FUND
- ---------- ------------ ------------ ------------- ------------
Richard E. Omohundro, Jr. none none none none
Harlan D. Platt $18,500 none none $18,500
C. William Carey $18,500 none none $18,500
Christopher E. Roshier $18,000 none none $18,000
John F. Barry* none none none none
John S. Albanese $18,500 none none $18,500
John A. Frabotta none none none none
<FN>
- ----------
*Mr. Barry's term as a Director will end on March 1, 1996.
SHARE OWNERSHIP AND CERTAIN BENEFICIAL OWNERS
As far as is known to the Fund, no person owned beneficially five percent or
more of the outstanding shares of Common Stock of the Fund at December 27, 1995.
The Depository Trust Company ("DTC") holds of record 76% of the outstanding
shares of Common Stock. All of the outstanding shares of Preferred Stock of the
Fund, which represent approximately less than 1% of the voting power of the
Fund's outstanding shares (i.e. to the extent that the Common Stock and
Preferred Stock are voted together), were owned of record by one institutional
holder. As far as is known to the Fund, no person other than DTC owned of record
or beneficially, shares of the Fund representing more than five percent of the
voting power of the Fund's outstanding shares. The Manager of the Fund
beneficially owns 49,052 shares of Common Stock.
REQUIRED VOTE
The election of each of the nominees for Director requires the affirmative
vote of the holders of a plurality of the applicable voting securities of the
Fund present and voting at the Annual Meeting.
The Board of Directors recommends that stockholders vote FOR the election of
the seven nominees to the Fund's Board of Directors.
Pursuant to the Articles of Incorporation, holders of the Common Stock have
voting rights of one vote per share and holders of Preferred Stock have voting
rights of one vote per $1,000 of liquidation preference without regard to any
liquidation preference attributable to accumulated and unpaid dividends (i.e.,
100 votes per share of Preferred Stock); provided that all the votes represented
by a single share of Preferred Stock must be voted together. Under the Articles
of Incorporation and the 1940 Act, the holders of the Preferred Stock, as a
separate class, are entitled to elect two Directors (at least one of whom is not
an "interested person" as defined in the 1940 Act). The remaining five Directors
(at least two of whom are not "interested persons" as defined in the 1940 Act)
are elected by the holders of the Common Stock and the Preferred Stock, voting
together. However, in general, upon the Fund's failure to pay dividends on the
Preferred Stock in an amount equal to two full years of dividends, the holders
of the Preferred Stock will have the right to elect the smallest number of
additional Directors as would be necessary to assure that a majority of the
Directors of the Fund have been elected by the holders of the Preferred Stock.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Arthur Andersen LLP as
independent public accountants for the Fund for the fiscal year ending October
31, 1996. In accordance with the 1940 Act, the employment of such accountants is
conditioned upon the right of a majority of the outstanding voting securities as
defined above to terminate such employment. Stockholders are being asked to
ratify the selection of Arthur Andersen LLP to perform audit services for the
Fund.
Arthur Andersen LLP has acted as independent public accountants for the Fund
since inception. The services provided by Arthur Andersen LLP consist of (1)
examination and audit of the Fund's semi-annual and annual financial statements,
(2) assistance and consultation in connection with Securities and Exchange
Commission filings and (3) review of tax matters on behalf of the Fund.
A representative of Arthur Andersen LLP is not expected to be represented at
the Annual Meeting but a representative of that firm will be available by
telephone to respond to appropriate questions.
REQUIRED VOTE
Approval of the foregoing proposal requires the affirmative vote of the
holders of a majority of the Common Stock and the Preferred Stock present and
voting together as a single class.
The Board of Directors, including those Directors who are not interested
persons of the Fund, recommends a vote FOR ratification of the selection of
Arthur Andersen LLP as independent public accountants of the Fund for the fiscal
year ending October 31, 1996.
ANNUAL REPORT
All stockholders of record as of December 27, 1995, have been furnished or
are concurrently herewith being furnished with, a copy of the Fund's Annual
Report for the fiscal year ended October 31, 1995, which contains certified
financial statements of the Fund for the fiscal year ended October 31, 1995. The
Fund will furnish, without charge, a copy of the Annual Report to a shareholder
upon request.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors do not intend to present any other business at the Annual
Meeting nor are they aware that any stockholder intends to do so. If, however,
any other matters are properly brought before the Annual Meeting, the persons
named in the accompanying proxy will vote thereon in accordance with their
judgment.
STOCKHOLDER PROPOSALS
Any proposals of stockholders that are intended to be presented at the
Fund's 1997 Annual Meeting of Stockholders must be received at the Fund's
principal executive offices no later than August 31, 1996 and must comply with
all other legal requirements in order to be included in the Fund's proxy
statement and form of proxy for that meeting.
By Order of the Board of Directors
/s/ Richard E. Omohundro, Jr.
RICHARD E. OMOHUNDRO, JR.
President
Boston, Massachusetts
January 3, 1996
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
ANNUAL MEETING OF STOCKHOLDERS - MARCH 1,1996 -
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of Prospect Street
High Income Portfolio Inc., a Maryland corporation (the "Fund"), hereby appoints
Richard E. Omohundro, Jr. and John A. Frabotta, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Stockholders of the Fund to be held at 60 State Street,
37th Floor, Boston, Massachusetts 02109, on March l, 1996 at 10:00 a.m., and at
any and all adjournments thereof, and thereat to vote all shares of Common Stock
of the Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.
Please mark the boxes in blue or black ink.
1. GRANTING [ ] WITHHOLDING [ ] authority to vote for the election as
Directors of all the nominees listed below:
Richard E. Omohundro, Jr., C. William Carey, Harlan D. Platt, Christopher E.
Roshier and Joseph G. Cote
- --------------------------------------------------------------------------------
(Instructions: To withhold authority to vote for any individual nominee, write
such nominee's name in the space provided above.)
2. With respect to the proposal to ratify the selection of Arthur Andersen LLP
as independent public accountants of the Fund for the fiscal year ending October
31, 1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, on such other matters as may properly come before the
meeting and any adjournment thereof.
Dated: __________________, 1996
--------------------------------
Signature
--------------------------------
Signature
Please sign exactly as name or
names appear on this proxy
If stock is held jointly, each
holder should sign. If signing
as attorney, trustee, executor,
administrator, custodian,
guardian or corporate officer,
please give full title.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS, FOR THE RATIFICATION OF THE
APPOINTMENT OF THE INDEPENDENT PUBLIC ACCOUNTANTS AND IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENT THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE
ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
ANNUAL MEETING OF STOCKHOLDERS - MARCH 1, 1996 -
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned holder of shares of Taxable Auction Rate Preferred
Stock of Prospect Street High Income Portfolio Inc., a Maryland corporation (the
"Fund"), hereby appoints Richard E. Omohundro, Jr. and John A. Frabotta, and
each of them, with full power of substitution and revocation, as proxies to
represent the undersigned at the Annual Meeting of Stockholders of the Fund to
be held at 60 State Street, 37th Floor, Boston, Massachusetts 02109, on March 1,
1996 at 10:00 a.m., and at any and all adjournments thereof, and thereat to vote
all shares of Taxable Auction Rate Preferred Stock of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.
Please mark the boxes in blue or black ink.
GRANTING [ ] WITHHOLDING [ ] authority to vote for the election as
Directors of all the nominees listed below:
John S. Albanese and John A. Frabotta (Preferred Stock nominees) and Richard E.
Omohundro, Jr., C. William Carey, Harlan D. Platt, Christopher E. Roshier and
Joseph G. Cote (Common Stock and Preferred Stock nominees)
- --------------------------------------------------------------------------------
(Instructions: To withhold authority to vote for any individual nominee, write
such nominee's name in the space provided above.)
2. With respect to the proposal to ratify the selection of Arthur Andersen LLP
as independent public accountants of the Fund for the fiscal year ending October
31, 1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, on such other matters as may properly come before the
meeting and any adjournment thereof.
Dated: __________________, 1996
--------------------------------
Signature
--------------------------------
Signature
Please sign exactly as name or
names appear on this proxy
If stock is held jointly, each
holder should sign. If signing
as attorney, trustee, executor,
administrator, custodian,
guardian or corporate officer,
please give full title.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS, FOR THE RATIFICATION OF THE
APPOINTMENT OF THE INDEPENDENT PUBLIC ACCOUNTANTS AND IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENT THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE
ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.