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 Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)
USLIFE Income Fund, Inc.
.............................................................................
(Name of Registrant as Specified In Its Charter)
USLIFE Income Fund, Inc.
.............................................................................
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), 14a6(j)(2);
or Item 22(a)(2) of Schedule 14A.
[ ] $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 transaction applies:
...............................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
...............................................................
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
4) Proposed maximum aggregate value of transaction:
...............................................................
5) Total fee paid:
...............................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and 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:
................................................................
USLIFE INCOME FUND, INC. 125 Maiden Lane, New York, New York 10038
_______________________________________
NOTICE OF ANNUAL
MEETING OF
SHAREHOLDERS
OCTOBER 9, 1996
_______________________________________
Notice is hereby given that the Annual Meeting of Shareholders of USLIFE
Income Fund, Inc. (the "Fund"), a Maryland corporation, will be held at the
Fund's principal office, 125 Maiden Lane, New York, New York on Wednesday,
October 9, 1996, at 11:00 o'clock a.m., local time for the following
purposes:
Item 1: To elect eight directors to hold office for a one-year term;
Item 2: To act upon a proposal to ratify the appointment of KPMG Peat
Marwick LLP as independent auditor of the Fund for the fiscal year
ending June 30, 1997; and
Item 3: To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on August 14, 1996 will be
entitled to notice of, and to vote at, the meeting. The stock transfer
books will not be closed.
It is important that your shares are represented and voted at the meeting.
Whether or not you plan to attend and regardless of the number of shares
you own, you will help the Fund reduce the expense of additional
solicitation by promptly signing, dating and mailing the enclosed proxy in
the accompanying postage-paid envelope.
By order of the Board of Directors,
Richard G. Hohn
Vice President & Secretary
August 26, 1996
New York, New York
USLIFE INCOME FUND, INC. 125 Maiden Lane, New York, New York 10038
PROXY STATEMENT
ANNUAL MEETING
OF SHAREHOLDERS
OCTOBER 9, 1996
_______________________________________________________________________
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of USLIFE Income Fund, Inc. (the "Fund") of proxies
to be voted at the Annual Meeting of Shareholders (the "Annual Meeting") to
be held on October 9, 1996, and at any and all adjournments thereof, for
the purposes set forth in the Notice of Annual Meeting.
The proxy which accompanies this statement, even if executed and returned,
may be revoked by the person executing it if it has not yet been exercised.
To revoke a proxy, the shareholder must file with the Secretary of the Fund
either a written revocation or a duly executed proxy bearing a later date.
Shareholders entitled to vote may attend the meeting, revoke their proxies
and vote in person whether or not they have submitted a signed proxy.
The principal executive office of the Fund is at 125 Maiden Lane, New York,
New York l0038. The proxy statement and form of proxy were first sent to
shareholders on or about August 26, 1996.
At the close of business August 14, 1996, the record date established by
the Board of Directors for determining shareholders entitled to notice of
and to vote at the Annual Meeting, the Fund had outstanding 5,643,768
shares of Common Stock, par value $1 per share ("Common Stock"). Only
shareholders whose names appear on the books of the Fund at the close of
business on the record date will be entitled to vote at the Annual Meeting.
Each such shareholder is entitled to one vote for each share of Common
Stock then held. Unless otherwise directed by the shareholder, all
properly executed proxies received will be voted FOR the election of
directors as set forth in Proposal 1 and FOR the appointment of KPMG Peat
Marwick LLP as independent auditor as indicated in Proposal 2.
If a shareholder participates in the Fund's Automatic Dividend Investment
Plan (the "Plan") and holds shares in his or her name in addition to the
shares held in custody for the shareholder pursuant to the Plan, the proxy
to vote shares registered in the shareholder's name will serve as
instructions for voting shares held in custody for the shareholder pursuant
to the Plan. If a shareholder does not send a proxy to vote the shares
registered in his or her name, the shares held for the shareholder's
account in the Plan will not be voted.
2 __________________________________________________________________
SECURITY OWNERSHIP OF MANAGEMENT
As of August 14, 1996, directors and officers as a group beneficially owned
54,333 shares of Common Stock, which represented less than 1% of the shares
outstanding. No director, officer or nominee has the right to acquire
beneficial ownership of any shares of the Fund. The Fund knows of no
person owning beneficially 5% or more of the outstanding voting securities
of the Fund.
ITEM 1: ELECTION OF DIRECTORS
The Fund currently has eight directors, all of whom have been nominated for
re-election to the Board of Directors to hold office for one year or until
their successors are elected and qualified. Each nominee was elected by
the shareholders at the 1995 Annual Meeting except for Messrs. Richard L.
Ellis and Greer F. Henderson who were elected directors, respectively, at
the October 11, 1995 and the March 13, 1996 meetings of the Board of
Directors. Mr. Henderson together with Messrs. Gordon E. Crosby, Jr. and
Richard J. Chouinard (who are also nominees for election as directors of
the Fund) are directors of USLIFE Advisers, Inc. ("Advisers"), the Fund's
investment adviser and a wholly owned subsidiary of USLIFE Corporation
("USLIFE"), a publicly-held life insurance-based holding company and the
Fund's sponsor. In addition, Messrs. Crosby and Chouinard are,
respectively, Chairman, and President and Chief Executive Officer, of
Advisers. Directors are elected by a majority of the votes cast at a
meeting of shareholders by the holders of all shares of Common Stock
entitled to vote in the election provided a quorum exists. The holders of
a majority of all issued and outstanding shares of Common Stock entitled to
vote, present in person or by proxy, constitute a quorum. Votes which are
withheld from any nominee, as well as broker non-votes, will not be
counted.
Unless otherwise instructed, the persons named in the accompanying proxy
intend to vote the stock represented by the proxy in favor of the eight
nominees named below. It is not contemplated that any nominee will be
unable or unwilling to serve as a director but if that should occur, the
Board of Directors reserves the right to substitute another person.
____________________________________________________________________________ 3
NOMINEES FOR DIRECTOR
____________________________________________________________________________
COMMON STOCK
NAME, PRINCIPAL OCCUPATION(S) BENEFICIALLY
DURING THE PAST FIVE YEARS DIRECTOR HELD AS OF
AND OTHER INFORMATION, AGE SINCE AUGUST 14, 1996 (1)
GORDON E. CROSBY, JR. 10/23/72 37,720 (3)
Chairman of the Board of the Fund since
1972. Also, Chairman of the Board
and Chairman of the Executive Committee,
USLIFE Corporation, NY, NY, life
insurance-based holding company.
Other affiliations include Chairman of
the Board and Director of all USLIFE
Corporation subsidiaries, including
USLIFE Advisers, Inc., NY, NY,
investment adviser. Member, National
Advisory Board, The Chase Manhattan
Corporation, formerly Chemical Banking
Corporation, NY, NY, commercial bank;
Tax Data Base Subcommittee of the
Steering Committee on Federal Taxation,
American Council of Life Insurance,
Washington, DC. Formerly, Chairman of
the Board, President and Chief
Executive Officer, USLIFE Corporation.
Former Director: Thomas J. Lipton,
Inc., Englewood Cliffs, NJ, manufacturer
of food products; The United Kingdom
Fund, Inc., NY, NY, diversified,
closed-end management investment
company; Health Insurance Association of
America, Washington, DC; American
Council of Life Insurance, Washington,
DC; Life Insurance Council of New York,
Inc., NY, NY. Age 75. (2)
RICHARD J. CHOUINARD 5/24/74 3,000
President of the Fund since 1974. Also,
Chief Executive Officer. Other
affiliations include President, Chief
Executive Officer and Director,
USLIFE Advisers, Inc., NY, NY,
investment adviser; Chief Investment
Officer, USLIFE Corporation, NY, NY,
life insurance-based holding company.
Age 64. (2)
4___________________________________________________________________________
____________________________________________________________________________
NOMINEES FOR DIRECTOR
____________________________________________________________________________
COMMON STOCK
NAME, PRINCIPAL OCCUPATION(S) BENEFICIALLY
DURING THE PAST FIVE YEARS DIRECTOR HELD AS OF
AND OTHER INFORMATION, AGE SINCE AUGUST 14, 1996 (1)
DR. KALMAN J. COHEN 10/27/72 700
Distinguished Bank Research Professor
Emeritus, The Fuqua School of Business,
Duke University, Durham, NC. Director,
Sentinel Group Funds, Inc., Montpelier,
VT, mutual fund. Trustee, Sentinel
Pennsylvania Tax-Free Trust, Montpelier,
VT, open-end investment company.
Age 65. (4)
RICHARD L. ELLIS 10/11/95 3,000
President and Director, Richard L. Ellis
Associates, Ltd., real estate brokerage
company, NY, NY. Director: Salvation Army
- -Greater New York; Sons of Revolution,
NY, NY. Director and Chairman of
Trustees, Rotary Club of New York, NY,
NY. Age 63. (4)
GREER F. HENDERSON 3/13/96 1,000
Vice Chairman and Chief Executive
Officer and Director, USLIFE Corporation,
NY, NY, life insurance-based holding
company. Other affiliations include
Director of other USLIFE Corporation
subsidiaries, including USLIFE Advisers,
Inc., NY, NY, investment adviser.
Formerly, Vice Chairman and Chief
Financial Officer, USLIFE Corporation.
Age 64. (2)
_________________________________________________________________________ 5
___________________________________________________________________________
NOMINEES FOR DIRECTOR
___________________________________________________________________________
COMMON STOCK
NAME, PRINCIPAL OCCUPATION(S) BENEFICIALLY
DURING THE PAST FIVE YEARS DIRECTOR HELD AS OF
AND OTHER INFORMATION, AGE SINCE AUGUST 14, 1996 (1)
JOHN M. KINGSLEY, JR. 5/10/95 500
Executive Vice President and Director,
Sturm, Ruger & Company, Inc., Southport,
CT, firearms manufacturer. Trustee,
Bridgeport Hospital, Bridgeport, CT,
municipal hospital. Former Director:
Equitania Insurance Company, Lexington,
KY, insurance; NSC Corporation, Methuen,
MA, environmental services; Mercantile &
General Reinsurance Company of America,
Morristown, NJ, reinsurance. Age 64. (4)
WILLIAM M. R. MAPEL 3/8/89 1,000
Retired Senior Vice President/Chairman
- - Policy Committee, North American
Finance Group, Citibank, N.A., NY, NY,
commercial bank. Chairman, Mercantile
& General Reinsurance Company of
America, Morristown, NJ, reinsurance.
Director: Mercantile & General Life
Reassurance Company of America, Toronto,
Canada, reinsurance; Brundage, Story and
Rose Investment Trust, NY, NY, mutual
fund; Churchill Partners, Minneapolis,
MN, investments; Galey & Lord, NY, NY,
textiles; NSC Corporation, Methuen,
MA, environmental services. Age 64. (5)
RALPH F. PETERS 8/14/91 3,000
Retired Chairman of the Executive
Committee, formerly Chairman of the
Board, Discount Corporation of New
York, NY, NY, dealer in governmental
securities. Director, Sun Life Insurance
and Annuity Company of New York, NY, NY,
life insurance. Trustee: Van Eck Funds,
Van Eck Investment Trust, and Van Eck
Trust, NY, NY, mutual funds. Age 67. (4)
6____________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.
<FN>
(1) No percentages of share ownership are indicated since the number of
shares owned by individual nominees constitutes less than one percent of
the outstanding shares.
(2) Considered an "interested person" of the Fund, as defined in Section
2(a)(19) of the Investment Company Act of 1940 (the "1940 Act") by reason
of his association with USLIFE Corporation ("USLIFE") and its subsidiaries.
Messrs. Crosby, Henderson and Chouinard are considered "interested persons"
since they are, respectively, Chairman of the Board and Chairman of the
Executive Committee, Vice Chairman and Chief Executive Officer and
Director, and Chief Investment Officer of USLIFE. In addition, Mr. Crosby
is Chairman of the Board of all USLIFE subsidiaries and Messrs. Henderson
and Chouinard are officers and/or directors of certain USLIFE subsidiaries.
(3) Includes 5,049 shares held by Mr. Crosby's wife, as to which shares he
disclaims beneficial ownership.
(4) Member of the Audit Committee.
(5) Chairman of the Audit Committee.
</FN>
BOARD OF DIRECTORS' COMMITTEES
The Board has an Audit Committee but does not have a Nominating or
Compensation Committee. The functions usually performed by a Nominating
Committee are the responsibility of the entire Board. There is no
Compensation Committee since the Fund has no salaried employees.
AUDIT COMMITTEE
The Audit Committee is composed of directors who are not "interested
persons" as defined by the 1940 Act. It recommends for approval by the
Board of Directors and by the shareholders at the Annual Meeting, the firm
to be retained as independent auditor; consults with the independent
auditor regarding the plan and scope of the audit and the adequacy of
internal accounting procedures and controls; reviews fees charged by the
auditor and the results of the audit; and discusses with the auditor
matters relevant to such services.
___________________________________________________________________________7
BOARD OF DIRECTORS' AND OFFICERS' CASH COMPENSATION
Members of the Board of Directors receive $470 for each Board meeting
attended in addition to an annual retainer of $4,500. Audit Committee
members also receive $470 for each committee meeting attended. Directors
who are officers of the Fund serve on the Board without compensation.
During the fiscal year ended June 30, 1996, the Board of Directors met six
times at regularly scheduled meetings. The Audit Committee meets only on
call, during the year they met twice. All directors attended at least 75%
of the total of the meetings of the Board of Directors and the Audit
Committee during the fiscal year ended June 30, 1996. The aggregate
compensation earned by all officers and directors as a group in the 1996
fiscal year, exclusive of fees paid for the services of the offices of
Secretary and Treasurer, was $35,290.
During the 1996 fiscal year, the Fund paid $50,000 to Advisers, the Fund's
investment adviser, to cover reimbursement of compensation and other
expenses attributable to the offices of the Fund's Secretary and Treasurer
as set forth in the Investment Advisory Agreement ("Advisory Agreement").
The principal executive office of Advisers is located at 125 Maiden Lane,
New York, New York 10038. Under the Advisory Agreement, Advisers pays all
fees, salaries and other compensation of directors and officers of the Fund
who also serve as directors, officers or employees of Advisers or any of
its affiliated companies. No fees are paid to Messrs. Crosby, Henderson or
Chouinard.
Under a Deferred Compensation Plan adopted in 1979, directors who receive
fees for their services may elect to defer all or part of the payment of
their compensation until termination of their services as directors.
Deferred amounts currently accrue an interest equivalent calculated at the
rate of 1.4375% quarterly. Such rate is reviewed annually by the Board of
Directors and is subject to change by a vote thereof. Participating
directors may elect to receive distribution of deferred fees and accrued
interest in one payment or in equal annual installments (not to exceed ten)
after ceasing to be a director of the Fund.
8____________________________________________________________________________
EXECUTIVE OFFICERS OF THE FUND
The executive officers of the Fund are Messrs. Crosby and Chouinard,
respectively, Chairman, and President and Chief Executive Officer (see
"Election of Directors") as well as Messrs. Charles P. Baker and Richard G.
Hohn and Ms. Linda Miller, who are, respectively, Executive Vice President,
Vice President and Secretary, and Treasurer. Mr. Baker is 45 and was
elected Executive Vice President of the Fund on October 13, 1993. He also
serves as Investment Officer of USLIFE and as Executive Vice President and
Chief Operating Officer of Advisers since January 3, 1994 and September 13,
1993, respectively. Prior to that Mr. Baker was Managing Director of MONY
Capital Management, NY, NY, the private placement and public offerings'
unit of The Mutual Life Insurance Company of New York, NY, NY, a life
insurance company. Mr. Baker owns 200 shares of the Fund's Common Stock.
Mr. Hohn is 60 and also serves as Senior Vice President - Investor
Relations, Secretary & Counsel of USLIFE and Senior Vice President -
Corporate Secretary & Counsel of The United States Life Insurance Company
In the City of New York ("United States Life"), NY, NY, a life insurance
company and subsidiary of USLIFE, since October 31, 1994 and May 25, 1993,
respectively. Previously, he served as Senior Vice President - Corporate
Secretary & Counsel of USLIFE since May 18, 1993, having served prior to
that as its Vice President and Secretary. Prior to May 25, 1993, Mr. Hohn
served as Vice President and Secretary of United States Life. In addition,
Mr. Hohn has served as Secretary of Advisers for at least five years. Mr.
Hohn owns 4,035 shares of the Fund's Common Stock. Ms. Miller is 44 and
was elected Treasurer of the Fund on November 10, 1993. In addition, she
is Treasurer of Advisers since June 3, 1994 and Senior Vice President,
Secretary & Treasurer of USLIFE Equity Sales Corporation ("Equity Sales"),
NY, NY, a registered broker-dealer and subsidiary of USLIFE, since April
29, 1994. Prior to that, Ms. Miller served as Vice President, Secretary &
Treasurer of Equity Sales. Ms. Miller owns 178 shares of the Fund's Common
Stock.
Executive officers of the Fund are elected to serve for one year or until
the election and qualification of their successors.
ITEM 2: RATIFICATION OF INDEPENDENT AUDITOR
KPMG Peat Marwick LLP has been selected as independent auditor for the
fiscal year ending June 30, 1997 by the directors of the Fund who are not
"interested persons" as defined by the 1940 Act. The directors of the Fund
who are not "interested persons" are all members of the Fund's Audit
Committee. The firm has served as independent auditor since the Fund's
organization in 1972.
___________________________________________________________________________9
To the knowledge of the Fund, no direct or indirect material financial
interest exists between the Fund and KPMG Peat Marwick LLP, and no member
of KPMG Peat Marwick LLP has acted in the capacity of promoter,
underwriter, voting trustee, director, officer or employee of the Fund
during the last three years.
A representative of KPMG Peat Marwick LLP will be present at the Annual
Meeting to respond to appropriate questions and will have the opportunity
to make a statement.
Abstentions and broker non-votes will not be counted as having voted on
this Item 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
The date by which proposals of shareholders intended to be presented at the
l997 Annual Meeting must be received at the Fund's principal executive
office for inclusion in its proxy material is April 30, 1997.
MISCELLANEOUS
The Board of Directors knows of no other business to be presented at the
Annual Meeting. Should any other business properly come before the Annual
Meeting, the persons named in the proxy will act upon such matters in
accordance with their best judgment.
The expense of preparing, assembling and mailing the Notice of Annual
Meeting, Proxy Statement and Proxy will be paid by the Fund, and the
solicitation of proxies will be made principally by use of the mails. In
addition, officers and directors of the Fund and/or officers and employees
of Advisers may make solicitations of some of the larger shareholders
through personal contact, by telephone, telegraph or facsimile. The Fund
may also reimburse banks, brokers, nominees and other fiduciaries for
postage and reasonable clerical expenses incurred by them in forwarding
proxy material to their principals.
10_____________________________________________________________________
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AND VOTED AT THE MEETING.
SHAREHOLDERS ARE URGED TO PROMPTLY SIGN, DATE AND MAIL THE ACCOMPANYING
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
PLEASE ACT TODAY!
By order of the Board of Directors,
Richard G. Hohn
Vice President & Secretary
August 26, 1996
New York, New York
USLIFE Income Fund, Inc.
____________________________________________________________________________
125 Maiden Lane New York NY 10038 4992
August 26, 1996
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
USLIFE Income Fund, Inc. to be held on Wednesday, October 9, 1996 at 11:00
A.M., at the office of the Fund, 125 Maiden Lane, New York, New York 10038.
At the meeting, shareholders will be asked to elect eight directors to hold
office for a one-year term and to ratify the appointment of the Fund's
independent auditor.
It is important that your shares are represented and voted at the meeting.
Please take a moment now to sign, date and mail your proxy in the enclosed
postage-paid envelope.
On behalf of your Board of Directors, thank you for your continued support.
Sincerely,
Gordon E. Crosby, Jr.
Chairman of the Board
["USLIFE INCOME FUND, INC." logo]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard J. Chouinard, Charles P. Baker and
Richard G. Hohn as Proxies, each with the power to act alone and to appoint his
substitute, and hereby authorizes them to represent and vote, as designated
herein, all the shares of Common Stock of USLIFE INCOME FUND, INC. which the
undersigned is entitled to vote as of August 14, 1996, the record date, at the
Annual Meeting of Shareholders to be held on October 9, 1996 or any
adjournment thereof.
THIS PROXY IS CONTINUED ON THE REVERSE.
PLEASE SIGN ON THE REVERSE AND RETURN PROMPTLY.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
/\FOLD AND DETACH HERE/\
["USLIFE INCOME FUND, INC." logo]
ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, OCTOBER 9, 1996
11:00 A.M.
125 MAIDEN LANE
NEW YORK, NY 10038
Please mark _____
your votes as X
indicated in _____
this example
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEES NAMED IN ITEM 1 AND FOR THE PROPOSAL IN ITEM 2.
ITEM 1 - ELECTION OF THE FOLLOWING NOMINEES AS DIRECTOR:
FOR ALL WITHHOLD FOR NOMINEES: G.E. Crosby, Jr., R.J. Chouinard,
NOMINEES ALL NOMINEES K.J. Cohen, R.L. Ellis, G.F. Henderson,
/ / / / J.M. Kingsley, Jr., W.M.R. Mapel, R.F. Peters.
WITHHOLD FOR THE FOLLOWING ONLY (WRITE THE
NAME OF THE NOMINEE(S) IN THE SPACE BELOW)
__________________________________________
ITEM 2 - PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS
INDEPENDENT AUDITOR OF THE FUND.
FOR AGAINST ABSTAIN
/ / / / / /
ITEM 3 - IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
Please sign as name appears herein. Joint
owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
Dated:_________________________________, 1996
_____________________________________________
Signature
_____________________________________________
Signature
PLEASE SIGN, DATE AND MAIL
YOUR PROXY CARD PROMPTLY!
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
/\FOLD AND DETACH HERE/\