SCHEDULE 14A
                                 PROXY STATEMENT
        PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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                             YOUR VOTE IS VERY IMPORTANT!

APPROXIMATELY 96% OF THE SHAREHOLDERS THAT HAVE VOTED TO DATE HAVE VOTED IN
FAVOR OF PROPOSAL #2.

THE FUND NEEDS JUST 4.3% MORE OF THE OUTSTANDING SHARES TO APPROVE THIS
PROPOSAL.

****MAY 25, 2004 IS THE LAST OPPORTUNITY TO CAST YOUR VOTE. PLEASE ACT NOW!****

   PLEASE CAST YOUR VOTE TODAY BY INTERNET OR BY CALLING THE TOLL FREE NUMBER
                        PRINTED ON THE ENCLOSED BALLOT.

IN ORDER TO AVOID ADDITIONAL EXPENSES TO THE FUND AND SHAREHOLDERS WE NEED YOUR
VOTE IN APPROVING PROPOSAL 2 FOR FFC:

  o   THE FUND HAS OUTSTANDING SEVERAL SERIES OF AUCTION MARKET PREFERRED
      SECURITIES (AMPS), EACH OF WHICH HOLDS REGULAR AUCTIONS.

  o   CURRENTLY, AN EXTRAORDINARY EVENT, SUCH AS OCCURRED ON 9/11/2001, COULD
      DISRUPT ONE OR MORE OF THESE AUCTIONS AND POSSIBLY RESULT IN THE FUND
      REDEEMING SHARES OF AMPS.

  o   COMMON STOCKHOLDERS COULD EXPERIENCE AN INCREASE IN THE COST OF THE FUND'S
      LEVERAGE IF AUCTIONS WERE DISRUPTED BY AN EXTRAORDINARY EVENT. IN
      ADDITION, REDEMPTION OF AMPS COULD RESULT IN A REDUCTION IN THE FUND'S
      DIVIDEND RATE.

  o   AMPS HOLDERS COULD LOSE THEIR OPPORTUNITY TO INVEST IN FFC.

  o   PROPOSAL 2 MODIFIES PROCEDURES IN CASE OF AN EXTRAORDINARY EVENT, AS
      DESCRIBED IN THE JOINT PROXY STATEMENT.

  o   YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FFC SHAREHOLDERS
      APPROVE PROPOSAL 2 TO AVOID THE POSSIBILITY OF ADVERSE CONSEQUENCES FROM
      AN EXTRAORDINARY EVENT.