Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Citigroup Investments Corporate Loan Fund Inc.
(Name of Registrant as Specified in its Charter)
Judy Loomis
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which the transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
125 BROAD STREET
NEW YORK, NEW YORK 10004
-----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-----------------
Notice is hereby given that the Annual Meeting of Shareholders of CITIGROUP
INVESTMENTS CORPORATE LOAN FUND INC. will be held at the Citigroup Center, 153
E. 53rd Street, New York, New York, 14th floor Conference Center, on January
21, 2003, at 10:30 a.m., New York time, for the following purposes:
1. To elect three Class III directors of the Fund (Proposal No. 1); and
2. To transact such other business as may properly come before the Annual
Meeting, or any adjournment or postponement thereof.
Holders of record of shares of the Fund at the close of business on
December 2, 2002 are entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof.
By order of the Board of Directors,
Christina T. Sydor
Secretary
New York, New York
December 23, 2002
-----------------
Shareholders who do not expect to attend the annual meeting are requested to
complete, sign, date and return the proxy card in the enclosed envelope, which
needs no postage if mailed in the continental United States, or, for shares
held in a brokerage account, vote their shares by telephone or through the
internet. Instructions for the proper execution of proxy cards are set forth on
the following page. It is important that proxies be returned promptly.
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
PLEASE TAKE A MOMENT TO SIGN AND RETURN YOUR PROXY CARD IN THE ENCLOSED
POSTAGE-PAID RETURN ENVELOPE. For more information, please call 1-800-331-1710.
Those shareholders holding their shares in a brokerage account may vote by
telephone or through the internet. The Fund may also solicit proxies from
shareholders by letter and/or telephone. Voting by telephone or through the
internet will reduce the time and costs associated with the proxy solicitation.
When the Fund records proxies by telephone or through the internet, it will use
procedures designed to (i) authenticate shareholders' identities, (ii) allow
shareholders to authorize the voting of their shares in accordance with their
instructions and (iii) confirm that their instructions have been properly
recorded.
Whichever voting method you choose, please read the full text of the
accompanying Proxy Statement before you vote.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy
card.
3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration.
For example:
Registration Valid Signature
------------ ---------------
Corporate Accounts
(1) ABC Corp....................... ABC Corp.
(2) ABC Corp....................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer...... John Doe
(4) ABC Corp. Profit Sharing Plan.. John Doe, Treasurer
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, Jr. UGMA John B. Smith
(2) Estate of John B. Smith........ John B. Smith Jr., Executor
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
125 BROAD STREET NEW YORK,
NEW YORK 10004
-------------------------
PROXY STATEMENT
-------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 21, 2003
This proxy statement and accompanying proxy card ("proxy") are furnished in
connection with the solicitation of proxies by the Board of Directors (the
"Board") of Citigroup Investments Corporate Loan Fund Inc. (the "Fund"), for
use at the Annual Meeting of Shareholders of the Fund to be held at the
Citigroup Center, 153 E. 53rd Street, New York, New York, 14th floor Conference
Center on January 21, 2003 at 10:30 a.m., New York time, and at any
adjournments thereof (the "Meeting"), for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders (the "Notice").
The cost of soliciting proxies and the expenses incurred in preparing this
proxy statement will be borne by the Fund. Solicitation costs are expected to
be approximately $11,000. In addition, the Fund will reimburse brokerage firms
or other record holders for their expenses in forwarding solicitation materials
to beneficial owners of shares of the Fund. Proxy solicitations will be made
primarily by mail. In addition, certain officers, directors and employees of
the Fund; Salomon Smith Barney Inc. ("Salomon Smith Barney"); Smith Barney Fund
Management LLC ("SBFM" or the "Manager"), the Fund's investment manager, which
is an affiliate of Salomon Smith Barney; and/or PFPC Global Fund Services
("PFPC"), the Fund's transfer agent, may solicit proxies in person or by
telephone or mail. Salomon Smith Barney and SBFM are located at 388 Greenwich
Street, New York, New York 10013 and 399 Park Avenue, New York, New York 10022,
respectively; PFPC is located at P.O. Box 8030, Boston, Massachusetts 02266.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended September 30, 2002, has previously been furnished to all
shareholders of the Fund. The Fund will provide additional copies of the Annual
Report to any shareholder upon request by calling the Fund at 1-800-451-2010.
This proxy statement and proxy are first being mailed to shareholders on or
about December 23, 2002.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, shares
represented
by the proxies will be voted "FOR" all the proposals listed in the Notice.
Proposal No. 1 requires the affirmative vote of a plurality of the votes cast
at the Meeting with a quorum present for approval. A quorum consists (of the
presence in person or by proxy) of the holders of a majority of the outstanding
shares of the Fund entitled to notice of, and to vote at, the Meeting. For
purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker "non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other person entitled to vote shares on a particular matter
with respect to which such broker or nominee does not have discretionary power)
will be treated as shares that are present but which have not been voted.
Accordingly, abstentions and broker non-votes will have no effect on Proposal
No. 1, for which the required vote is a plurality of the votes cast. Any proxy
may be revoked at any time prior to the exercise thereof by submitting another
proxy bearing a later date or by giving written notice to the Secretary of the
Fund at the Fund's address indicated above prior to the Meeting or by voting in
person at the Meeting.
The Board knows of no business other than that specifically mentioned in the
Notice that will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment to the extent
permissible under applicable law.
The Board has fixed the close of business on December 2, 2002 as the record
date (the "Record Date") for the determination of shareholders of the Fund
entitled to notice of and to vote at the Meeting. Shareholders of the Fund as
of the Record Date will be entitled to one vote on each matter for each share
held and a fractional vote with respect to fractional shares, with no
cumulative voting rights. As of the Record Date, the Fund had outstanding
9,781,666.667 shares of Common Stock, par value $0.001 per share (the "Common
Stock"), of which 9,739,445 shares (or 99.6%) were held but not beneficially
owned by Cede & Co., P.O. Box 20, Bowling Green Station, New York, NY 10004. As
of the Record Date, the Fund had outstanding 1,700 shares of Series A and 1,700
shares of Series B Preferred Stock, par value $0.001 per share (collectively,
the "Preferred Stock") of which 3,400 shares (100%) were held but not
beneficially owned by Cede & Co. As of the Record Date, no other person
(including any "group" as that term is used in Section 13(d) of the Securities
Exchange Act of 1934), to the knowledge of the Board, owned beneficially more
than 5% of the outstanding shares of the Fund. As of the Record Date, the
officers and Board members of the Fund as a group beneficially owned less than
1% of the outstanding shares of the Fund.
In the event that a quorum is not present, or if sufficient votes in favor
of the proposals set forth in the Notice and this proxy statement are not
received by the time scheduled for the Meeting, the persons named as proxies
may propose one or
2
more adjournments of the Meeting to permit further solicitation of proxies with
respect to any such proposals. In determining whether to adjourn the Meeting,
the following factors, among others, may be considered: the nature of the
proposals that are the subject of the Meeting, the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any such adjournment will require the
affirmative vote of a majority of the shares represented at the Meeting. The
persons named as proxies will vote in favor of such adjournment those shares
which they are entitled to vote in favor of such proposals and will vote
against such adjournment those shares which they are entitled to vote against
such proposals.
OWNERS OF MORE THAN FIVE PERCENT OF THE OUTSTANDING SHARES OF THE FUND
The following table shows, as of December 2, 2002, the beneficial owners of
more than 5% of the outstanding shares of the Fund. This information is based
on reports (Schedules 13 D and G) filed with the Securities and Exchange
Commission ("SEC") by each of the firms listed in the table below as well as
information as to beneficial ownership reported to the Fund on behalf of the
holder.
Amount
and Nature
Name and Address of of Beneficial Percent*
Title of Class Beneficial Owner Ownership of Class
-------------- ------------------- ------------- --------
Common Stock Travelers Casualty 1,333,334 13.6%
and Surety Company
One Tower Square
Hartford, CT 06283
--------
* Based upon 9,781,666.667 shares outstanding as of December 2, 2002.
As of the Record Date, to the knowledge of the Fund, no shares of securities
issued by Salomon Smith Barney's ultimate parent corporation, Citigroup Inc.
("Citigroup"), were held by Board members who are not "interested persons" of
the Fund (as that term is used in the Investment Company Act of 1940, as
amended (the "1940 Act")).
3
PROPOSAL NO. 1
ELECTION OF DIRECTORS TO THE BOARD OF DIRECTORS
The Board is divided into three classes. The directors currently serving in
Class III have terms expiring at the Meeting; each Class III director currently
serving on the Board has been nominated by the Board for reelection at the
Meeting to serve for a term of three years (until the year 2006 Annual Meeting
of Shareholders) or until his successor has been duly elected and qualified.
Under the terms of the Fund's Articles of Incorporation, as amended (the
"Charter"), the holders of Preferred Stock are entitled as a class, to the
exclusion of the holders of Common Stock, to elect two Directors of the Fund
(the "Preferred Directors"). The Charter further provides that the remaining
nominees shall be elected by holders of Common Stock and Preferred Stock voting
together as a single class. Of those designated as Preferred Directors, Paolo
M. Cucchi is the sole Preferred Director whose term is expiring at the Meeting.
Therefore, the holders of the Fund's Common Stock and Preferred Stock, voting
together as a single class, are being asked to vote for Messrs. Crane and
Hutchinson, and the holders of the Fund's Preferred Stock, voting as a single
class, are being asked to vote for Mr. Cucchi, as directors of the Fund.
The Board knows of no reason why any of the nominees listed below will be
unable to serve, and each nominee has consented to serve if elected, but in the
event of any such unavailability, the proxies received will be voted for such
substitute nominee(s) as the Board may recommend.
Certain information concerning the nominees and the directors continuing in
office is set forth below. For any nominee or director indicated as owning
shares of the Fund, such ownership constituted less than 1% of the outstanding
shares of the Fund as of the Record Date. All of the nominees are currently
directors of the Fund. Except as indicated, each nominee or director has held
the office shown or other offices in the same company for the last five years.
Persons Nominated for Election as Directors
Number of
Portfolios Other
in Fund Director
Position Length Principal Occupations Complex ships
Name, Held with of Time During Past Overseen Held by
Address and Age Fund Served Five Years by Director Director
--------------- --------- ------- --------------------------- ----------- --------
CLASS III DIRECTORS
Dwight B. Crane+ Director Since Professor, Harvard Business 51 None
Harvard Business 1998 School.
School
Soldiers Field Road
Horgan Hall # 375
Boston, MA 02163
Age 65
4
Number of
Portfolios Other
in Fund Director
Position Length Principal Occupations Complex ships
Name, Held with of Time During Past Overseen Held by
Address and Age Fund Served Five Years by Director Director
--------------- --------- ------- ------------------------------ ----------- -----------
Paolo M. Cucchi+ Director Since Vice President and Dean of 7 None
Drew University 2001 College of Liberal Arts at
108 Brothers College Drew University.
Madison, NJ 07940
Age 61
William R. Hutchinson+ Director Since President, WR Hutchinson & 7 Director of
535 N. Michigan 1998 Associates, Inc. (oil industry Associated
Suite 1012 consulting); formerly Group Bank;
Chicago, IL 60611 Vice President, Mergers & Director of
Age 60 Acquisitions BP Amoco Associated
p.l.c.; formerly Vice Banc-Corp.
President-Financial
Operations Amoco Corp.
--------
+ Director, trustee and/or general partner of other investment companies
registered under the Investment Company Act with which Salomon Smith Barney
is affiliated.
Directors Continuing in Office
Number of
Portfolios Other
in Fund Director-
Position Length Principal Occupations Complex ships
Name, Held with of Time During Past Overseen Held by
Address and Age Fund Served Five Years by Director Director
--------------- --------- ------- ----------------------------- ----------- -------------
CLASS I DIRECTORS
Allan J. Bloostein+ Director Since President, Allan J. Bloostein 35 Director of
717 Fifth Avenue 1998 Associates, a consulting Taubman
21st Floor firm; retired Vice Chairman Centers, Inc.
New York, NY 10022 of May Department Stores.
Age 72
Dr. Paul Hardin+ Director Since Chancellor Emeritus and 36 None
12083 Morehead 2001 Professor of Law at the
Chapel Hill, NC University of North Carolina
27514-8426 at Chapel Hill; formerly
Age 72 Chancellor of the University
of North Carolina at Chapel
Hill.
R. Jay Gerken* Chairman, Since Managing Director of 226 None
399 Park Avenue President 2002 Salomon Smith Barney
New York, NY 10022 and Chief ("SSB"); formerly portfolio
Age 51 Executive manager, Smith Barney
Officer Growth and Income Fund
(1994-2000) and Smith
Barney Allocation Series
Inc. (1996-2001); Chairman
or Co-Chairman of seventy-
three investment companies
affiliated with Citigroup.
--------
* An "interested person" of the Fund, as defined in the 1940 Act.
5
Number of
Portfolios Other
in Fund Director-
Position Length Principal Occupations Complex ships
Name, Held with of Time During Past Overseen Held by
Address and Age Fund Served Five Years by Director Director
--------------- --------- ------- --------------------------- ----------- ---------
CLASS II DIRECTORS
Robert A. Frankel+ Director Since Managing Partner of Robert 24 None
8 John Walsh Blvd. 1998 A. Frankel Management
Peekskill, NY 10566 Consultants; formerly
Age 75 Corporate Vice President of
The Reader's Digest
Association, Inc.
George M. Pavia+ Director Since Senior Partner, Pavia & 8 None
600 Madison Avenue 2001 Harcourt Attorneys.
New York, NY 10022
Age 74
--------
+ Director, trustee and/or general partner of other investment companies
registered under the Investment Company Act with which Salomon Smith Barney
is affiliated.
The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2001:
Aggregate Dollar Range of Equity
Securities in All Funds Overseen
Dollar Range of Equity by Director/Nominee and
Name of Director/Nominee Securities in the Fund Advised by SBAM
------------------------ ---------------------- --------------------------------
Non-Interested Directors/Nominees
Allan J. Bloostein None Over $100,000
Dwight B. Crane $1-$10,000 Over $100,000
Paolo M. Cucchi None $1-$10,000
Robert A. Frankel $1-$10,000 Over $100,000
Dr. Paul Hardin $10,001-$50,000 Over $100,000
William R. Hutchinson $1-$10,000 $1-$10,000
George Pavia None None
Interested Directors/Nominees
R. Jay Gerken None Over $100,000
--------
* Mr. Gerken is an "interested person" as defined in the 1940 Act.
The Fund has no compensation committee of the Board, or any committee
performing similar functions. The Board has an Audit Committee and a Nominating
Committee, each composed of all the directors who are not "interested persons"
of the Fund, as defined in the Investment Company Act of 1940, as amended (the
"Independent Directors"). The Independent Directors are also independent as
such term is defined in the NYSE's Listed Company Manual. The Audit Committee
is charged with recommending a firm of independent auditors to the Board and
reviewing accounting matters as set forth in the Audit Committee's charter. The
6
Nominating Committee is charged with recommending nominees for election as
Directors of the Fund. The Audit Committee held three meetings during the last
fiscal year.
The Board held 15 meetings during the last fiscal year, four of which were
regular meetings and 11 of which were special telephonic meetings. In the last
fiscal year, each of the directors attended at least 75% of the regular
meetings, and each of the directors, other than Messrs. Crane and Hutchinson,
attended at least 75% of the telephonic meetings of the Board.
COMPENSATION
Only the Independent Directors receive remuneration from the Fund for acting
as directors. Aggregate fees and expenses (including reimbursement for travel
and out-of-pocket expenses) of $5,205 were paid to such directors by the Fund
during the fiscal year ended September 30, 2002. Fees for the Independent
Directors are set at $5,000 per annum. In addition, the Independent Directors
receive $500 for each Board meeting attended in person and $100 for each
telephonic Board meeting, plus travel and out-of-pocket expenses incurred in
connection with Board meetings. The out-of-pocket expenses are borne equally by
each individual fund, including the Fund, in the group of funds served by the
same board members (the "Fund Complex"). None of the officers of the Fund
received any compensation from the Fund for the fiscal year ended September 30,
2002. Officers and interested directors of the Fund are compensated by the
Manager or by Salomon Smith Barney.
The following table shows the compensation paid by the Fund to each director
during the Fund's last fiscal year ended September 30, 2002 and by the Fund
complex for the calendar year ended December 31, 2001:
COMPENSATION TABLE
Total
Compensation
Aggregate from Fund and
Compensation Fund Complex Total Number
from Fund Pension or for the of Funds
for the Fiscal Retirement Calendar Year for Which
Year Ended Benefits Accrued Ended Director
September 30, as part of Fund December 31, Serves within
Name of Person 2002 Expenses 2001 Fund Complex
-------------- -------------- ---------------- ------------- -------------
Allan J. Bloostein $7,900 0 $117,100 35
Dwight B. Crane 7,600 0 143,550 51
Paolo M. Cucchi 7,500 0 30,100 7
Robert A. Frankel 8,000 0 77,600 24
R. Jay Gerken* 0 0 0 226
Dr. Paul Hardin 7,800 0 100,850 36
William R. Hutchinson 7,700 0 43,900 7
George M. Pavia 8,100 0 29,900 8
--------
* Designates a director who is an "interested person" of the Fund.
7
At the end of the calendar year during which a director attains the age of
80, the director is required to change to emeritus status. Directors emeritus
are entitled to serve in emeritus status for a maximum of 10 years during which
time they are paid 50% of the annual retainer fee and meeting fees otherwise
applicable to Fund directors, together with reasonable out-of-pocket expenses
for each meeting attended. During the Fund's last fiscal year, total
compensation paid by the Fund to directors emeritus totaled $2,800.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's directors and officers and
persons who own more than 10% of the Fund's common stock, as well as SBFM and
certain of its affiliated persons, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the New York
Stock Exchange, Inc. Such persons are required by SEC regulations to furnish
the Fund with copies of all such filings. Based solely upon its review of the
copies of such filings received by it and certain other information received by
it, the Fund believes that, for the fiscal year ended September 30, 2002, all
filing requirements applicable to such persons were complied with except that
timely filings were not made on behalf of Kaprel Ozsolak on Form 3 and Robert
Wallace on Form 3. However, during the fiscal year ended September 30, 2002, no
purchases or sales were made by any of the foregoing people, and each has
subsequently filed Forms 3.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee reports that it: (i) reviewed and discussed the Fund's
audited financial statements with management; (ii) discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61; and (iii) received written confirmation from KPMG
LLP ("KPMG") that it is independent and disclosures regarding such independence
as required by Independence Standards Board Standard No. 1, and discussed with
the auditors the auditor's independence. Based on the review and discussions
referred to in items (i) through (iii) above, and subject to the limitations on
the responsibilities and role of the Audit Committee as set forth in the Audit
Committee Charter, the Audit Committee recommended to the Board that the
audited financial statements be included in the Fund's annual report for the
Fund's fiscal year ended September 30, 2002. The membership of the Audit
Committee is comprised of all of the independent directors.
8
EXECUTIVE OFFICERS
The following is a list of the current executive officers of the Fund, all
of whom have been elected by the Board to serve until their respective
successors are elected:
Offices and Positions Period Principal Occupations During
Name Held with Fund Offices Held Past Five Years and Age
---- ------------------------- ------------ --------------------------------
R. Jay Gerken Chief Executive Officer, 2002 (see Table of Persons Nominated
Chairman of the Board to for Election as Directors, above)
and President date
Lewis E. Daidone Senior Vice President and 2002 Managing Director of Salomon
Chief Administrative to Smith Barney, Senior Vice
Officer date President or Chief Administrative
Officer of 61 investment
companies associated with
Citigroup; Director and Senior
Vice President of SBFM and TIA;
45.
Glenn N. Marchak Vice President and 1998 Senior Vice President of
Investment Officer to Traveler's Asset Management
date International Corporation;
Managing Director of Smith
Barney from 1997 to 1998; Senior
Vice President and Head of Loan
Syndications at National
Westminster Bank plc from 1993
to 1997; 46.
Christina T. Sydor Secretary 1998 Managing Director of Salomon
to Smith Barney; Secretary of
date 61 investment companies
associated with Citigroup;
Secretary and General Counsel of
SBFM and TIA; 51.
Kaprel Ozsolak Controller 2002 Vice President of Salomon Smith
to Barney; 37.
date
Richard Peteka Chief Financial Officer 2002 Director and Head of Internal
and Treasurer to Control for Citigroup Asset
date Management U.S. Mutual Fund
Administration from 1999-2002;
Vice President, Head of Mutual
Fund Administration and
Treasurer at Oppenheimer Capital
From 1996-1999; 41.
9
REQUIRED SHAREHOLDER VOTE
The affirmative vote of a plurality of the votes cast at the Meeting is
required to elect directors pursuant to Proposal No. 1.
THE BOARD OF DIRECTORS OF THE FUND, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO THE BOARD.
DISCLOSURE OF AUDITOR FEES
Audit Fees. Audit fees billed to the Fund by KPMG in connection with the
Fund's annual audit for the year ended September 30, 2002 totaled $45,000.
Financial Information Systems Design and Implementation. KPMG was not
engaged by the Fund, its investment adviser, or any entity controlling,
controlled by, or under common control with the investment adviser that
provides services to the Fund, to provide financial information systems design
or implementation services.
All other Fees. The aggregate fees billed to the Fund for non-audit
services by KPMG and paid by the Fund, its investment adviser, or any entity
controlling, controlled by, or under common control with the investment adviser
that provides services to the Fund totaled approximately $19,792. This amount
is for services related to rating agency letters and tax services, all for the
Fund.
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 2004 Annual Meeting of
the Shareholders of the Fund must be received by September 1, 2003 to be
included in the proxy statement and the form of proxy relating to that meeting,
as the Fund expects that the 2004 Annual Meeting will be held in January of
2004. The submission by a shareholder of a proposal for inclusion in the proxy
statement does not guarantee that it will be included. Shareholder proposals
are subject to certain regulations under the federal securities laws.
The persons named as proxies for the Annual Meeting of Shareholders for 2004
will have discretionary authority to vote on any matter presented by a
shareholder for action at that meeting unless the Fund receives notice of the
matter by November 14, 2003, in which case these persons will not have
discretionary voting authority except as provided in the SEC's rules governing
shareholder proposals.
10
OTHER MATTERS
The Manager knows of no other matters which are to be brought before the
Meeting. However, if any other matters properly come before the Meeting, it is
the intention of the persons named in the enclosed form of proxy to vote such
proxy in accordance with their judgment on such matters.
All proxies received will be voted "for" Proposal 1 unless otherwise
directed therein.
By Order of the Board of Directors
Christina T. Sydor
Secretary
December 23, 2002
It is important that proxies be returned promptly. Shareholders who do not
expect to attend the meeting are therefore urged to complete and sign, date and
return the proxy card as soon as possible in the enclosed postage-paid envelope.
11
PROXY
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of Citigroup Investments
Corporate Loan Fund Inc. (the "Fund"), a Maryland corporation, hereby appoints
R. Jay Gerken, Christina T. Sydor and Robert M. Nelson, as 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
Common Stock of the Fund which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Fund, to be held at Citigroup Center, 153 E. 53rd
Street, New York, New York on January 21, 2003 at 10:30 a.m., and any
adjournment or adjournments thereof. The undersigned hereby acknowledges receipt
of the Notice of Meeting and Proxy Statement dated December 23, 2002 and hereby
instructs said attorneys and proxies to vote said shares as indicated hereon. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting. A majority of the proxies present and
acting at the Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
[X] Please mark votes as in this example.
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF NOMINEES AS CLASS III DIRECTORS. Please refer to the Proxy
Statement for a discussion of the Proposal.
1. ELECTION OF CLASS III DIRECTORS
Class III: Dwight B. Crane and William R. Hutchinson
ALL [ ] [ ] WITHHELD
NOMINEES FROM ALL
NOMINEES
[ ]
---------------------------------------
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
Note: Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
Signature: Date: Signature: Date:
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PROXY
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Auction Rate Cumulative Preferred Stock of
Citigroup Investments Corporate Loan Fund Inc. (the "Fund"), a Maryland
corporation, hereby appoints R. Jay Gerken, Christina T. Sydor and Robert M.
Nelson, as 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 Auction Rate Cumulative Preferred Stock of the
Fund which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Fund, to be held at Citigroup Center, 153 E. 53rd Street,
New York, New York on January 21, 2003 at 10:30 a.m., and any adjournment or
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Meeting and Proxy Statement dated December 23, 2002 and hereby instructs said
attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting. A majority of the proxies present and acting
at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
[X] Please mark votes as in this example.
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF NOMINEES AS CLASS III DIRECTORS. Please refer to the Proxy
Statement for a discussion of the Proposal.
1. ELECTION OF CLASS III DIRECTORS
Class III: Dwight B. Crane, Paulo M. Cucchi and William R. Hutchinson
ALL [ ] [ ] WITHHELD
NOMINEES FROM ALL
NOMINEES
[ ]
---------------------------------------
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
Note: Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
Signature: Date: Signature: Date:
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