SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
SM&R INVESTMENTS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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IMPORTANT NEWS
FOR SM&R INVESTMENTS, INC. SHAREHOLDERS
Your Fund will host a special meeting of shareholders on September 21, 2000
at the principal executive offices of the Fund and of Securities Management and
Research, Inc., at 2450 South Shore Boulevard, Suite 400, League City, Texas
77573. The purpose of the special meeting is to vote on election of directors.
The first few pages of this booklet summarize the matter to be voted on and
explain the proxy process, including how you can conveniently cast your votes.
Before you vote, please read the full text of the proxy statement.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At this time, your Fund and four other funds advised by Securities
Management and Research, Inc. ("SM&R") make up the SM&R fund complex. We want to
convert three of such other funds (the "SM&R Equity Funds") into newly
established series of your Fund (the "Conversion"). Your Fund's board of
directors and the boards of directors of the three SM&R Equity Funds have
approved such Conversion. The shareholders of the three SM&R Equity Funds must
also approve such Conversion. In anticipation that the shareholders of the three
SM&R Equity Funds will approve such Conversion, your Fund's board of directors
has nominated a slate of 14 director nominees, seven of whom now serve on your
Fund's board of directors and on the board of American National Investment
Accounts, Inc., another fund in the SM&R fund complex; one of whom serves on
both your Fund's and American National Investment Accounts, Inc. board of
directors and on the boards of the three SM&R Equity Funds; and six (6) of whom
now serve on the boards of the three SM&R Equity Funds. Michael W. McCroskey,
the President and Chief Executive Officer of SM&R and of your Fund, is the
director serving on all of the boards.
The election of such 14 nominees is not conditioned upon approval of the
Conversion. Accordingly, it is possible that the Conversion would not occur and
your Fund would have such "combined" board -- that is, the Fund's board would
consist of the persons now serving as Fund directors and the persons serving on
the boards of the three SM&R Equity Funds. Although the nomination of such
"combined" board is in anticipation of the proposed Conversion, we believe that
having a common board for your Fund and the three SM&R Equity Funds will benefit
the Fund even if the Conversion is not approved. By serving on the boards of all
of the funds in the SM&R complex of funds, your Fund's directors will have a
greater opportunity to obtain more and better familiarity with the many aspects
of fund operations that are complex-wide in nature. Such service can also give
your directors, and particularly the "independent" directors, greater access to
and influence with SM&R than service on less than all of the funds in the SM&R
fund complex. Having a common board should also result in some reduction in
costs, administrative complexities and redundancies.
Q & A ABOUT THE ENCLOSED PROXY MATERIALS
Q. I'm a small investor. Why should I bother to vote?
A. Your vote makes a difference. If numerous shareholders just like you fail to
vote their proxies, your Fund may not receive enough votes to go forward
with its meeting. If this happens, we'll need to mail proxies again -- a
costly proposition for your Fund.
Q. Who gets to vote?
A. Any person who owned shares of your Fund on the "record date", which was
July 31, 2000, gets to vote -- even if the investor sold the shares after
the record date. Each shareholder is entitled to one vote for each share of
the Fund owned on the record date.
Q. How can I vote?
A. You can vote in any one of the following ways:
- By mail, with the enclosed ballot.
- In person at the meeting.
Whichever method you choose, please take the time to read the full text of our
proxy statement before you vote.
Q. I plan to vote by mail. How should I sign my proxy card?
A. If you are an individual account owner, please sign exactly as your name
appears on the proxy card. Either owner of a joint account may sign the
proxy card, but the signer's name must exactly match one that appears on the
card. You should sign proxy cards for other types of accounts in a way that
indicates your authority (for instance, "John Investor, Custodian").
Q. How do the Board members of my Fund suggest that I vote?
A. After careful consideration, the Board members of your Fund, including the
independent members, recommend that you vote "For" election of the 14
nominees listed in the attached Proxy Statement.
Q. Whom do I call for more information?
A. Please call Shareholder Services toll free at 1-800-526-8346 and dial
extension 229 to talk to Michele Lord; extension 214 to talk to Cindy
Martin; or extension 225 to talk to Teresa Axelson. Each of such persons
will be able to assist you.
SM&R INVESTMENTS, INC
2450 SOUTH SHORE BOULEVARD, SUITE 400
LEAGUE CITY, TEXAS 77573
(281) 334-2469
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 21, 2000
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To the Shareholders of
SM&R INVESTMENTS, INC.:
A Special Meeting (the "Special Meeting") of the Shareholders of SM&R
Investments, Inc. (the "Fund") will be held at the principal executive offices
of the Fund and of Securities Management and Research, Inc., at 2450 South Shore
Boulevard, Suite 400, League City, Texas 77573. The meeting will be held on
September 21, 2000, at 8:30 a.m. Central Time, for the following purposes:
1. To elect a board of fourteen (14) directors.
2. To act on such other matters as may properly come before the meeting or any
adjournment or adjournments thereof.
Only shareholders of record at the close of business on July 31, 2000, are
entitled to notice of, and to vote at, the Special Meeting. After the Special
Meeting, the Fund does not presently anticipate holding regular annual meetings
of shareholders except to the extent required by law. A list of the Fund's
shareholders is held in the office of the Fund, 2450 South Shore Boulevard,
Suite 400, League City, Texas 77573.
By Order of the Board of Directors
/s/ Teresa E. Axelson
Teresa E. Axelson
SECRETARY
August 18, 2000
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YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING YOU CAN CAST YOUR VOTE BY
COMPLETING THE ENCLOSED PROXY CARD. JUST FOLLOW THE SIMPLE INSTRUCTIONS THAT
APPEAR ON YOUR ENCLOSED PROXY CARD.
PLEASE HELP YOUR FUND AVOID THE EXPENSE OF A FOLLOW-UP MAILING BY VOTING TODAY.
AT LEAST ONE-THIRD (1/3) OF THE OUTSTANDING SHARES OF THE FUND MUST BE PRESENT
IN PERSON OR BY PROXY AT THE MEETING.
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PROXY STATEMENT
FOR
SM&R INVESTMENTS, INC.
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2450 SOUTH SHORE BOULEVARD, SUITE 400
LEAGUE CITY, TEXAS 77573
(281) 334-2469
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GENERAL INFORMATION
This Proxy Statement is being mailed to the shareholders of SM&R
Investments, Inc. (the "Fund") on or about August 18, 2000, and is furnished in
connection with solicitation of proxies by the Board of Directors of the Fund
for use at the Fund's Special Meeting of Shareholders (the "Special Meeting") to
be held on September 21, 2000, and at any adjournment of such meeting.
A proxy may be revoked at any time prior to the voting thereof by written
notice to the Secretary of the Fund at the address shown above, by personal
attendance at the Special Meeting, or by submitting a proxy bearing a later
date. The cost of printing and mailing this Proxy Statement, the attached Notice
and Proxy and all other costs of solicitation will be paid by Securities
Management and Research, Inc. ("SM&R"), the Fund's underwriter, investment
adviser, and administrator.
The Fund is a Maryland corporation.
July 31, 2000 (the "Record Date") has been fixed as the record date for the
determination of shareholders entitled to notice of and to vote at the Special
Meeting. The Fund currently has the following four (4) portfolios which have the
following number of shares outstanding and entitled to vote: SM&R Government
Bond Fund (2,299,757.386 shares), SM&R Tax Free
Fund (1,104,714.141 shares), SM&R Primary Fund (25,899,151.507 shares), and SM&R
Money Market Fund (54,579,480.650 shares).
All of such portfolios will vote as one class on the election of directors.
Each share of Common Stock outstanding is entitled to one vote, but votes may
not be cumulated.
One-third (1/3) of the outstanding common shares of the Fund must be present
in person or by proxy to constitute a quorum for the approval of any matter
which properly comes before the Special Meeting. (See "Required Vote" in the
discussion below.) Abstentions and proxies signed and returned
1
by brokers without voting on a proposal ("Broker Non-Votes") will not be counted
for or against the proposal, but will be counted as votes present for purposes
of determining whether a quorum is present.
If, as the time of the Special Meeting nears, sufficient votes for a quorum
have not been received, the officers of the Fund or the proxy solicitation
service utilized by the Fund may make phone calls to certain of the shareholders
in order to gather enough votes for a quorum.
As of the Record Date, SM&R, SM&R'S parent company, American National
Insurance Company ("American National"), and other wholly-owned subsidiaries of
American National, together owned more than 50% of the outstanding voting
securities of the Fund. Accordingly, SM&R and American National are deemed to
control the Fund, as "control" is defined in the Investment Company Act of 1940.
SM&R, American National and American National's other wholly-owned subsidiaries
have advised the Fund that they intend to vote all of their shares of the Fund
"FOR" election of the 14 nominees listed below. They will not vote their shares
in the same proprotion as votes made by other stockholders of the Fund. This
means that SM&R, American National and American National's other wholly-owned
subsidiaries will constitute a quorum and have sufficient shares to elect the 14
nominees. (See "Stock Ownership of Certain Beneficial Owners and Officers and
Directors of the Fund" beginning on page 8 for information concerning the number
of shares of the Fund's voting securities owned by SM&R, American National and
American National's other wholly-owned subsidiaries.)
PROPOSAL 1. ELECTION OF DIRECTORS
At this time, your Fund, American National Investment Accounts, Inc. and
three other funds being advised by SM&R (the "SM&R Equity Funds") make up the
SM&R fund complex. Your Fund and American National Investment Accounts, Inc.
currently have boards of directors consisting of the same eight (8) persons. The
three SM&R Equity Funds currently have boards of directors consisting of the
same seven (7) persons. As indicated above, Mr. McCroskey serves on all of such
boards.
At their board meetings held on August 17, 2000, your Fund's board of
directors and American National Investment Accounts, Inc.'s board of directors
called special meetings of the Fund's and American National Investment
Accounts, Inc.'s shareholders to elect an identical proposed slate of 14
nominees for director. The nomination of such 14 nominees was in anticipation of
the conversion of the SM&R Equity Funds into new series of your Fund (the
"Conversion"). Seven of such nominees now serve on your Fund's and American
National Investment Accounts, Inc.'s board of directors; one of such nominees
serves on your Fund's and American National Investment Accounts, Inc.'s board of
directors and on the boards of the three SM&R
2
Equity Funds; and six (6) of such nominees now serve on the boards of the three
SM&R Equity Funds. Michael W. McCroskey, the President and Chief Executive
Officer of SM&R, American National Investment Accounts, Inc. and your Fund, is
the director serving on all of the boards. Accordingly, such slate of nominees
includes all of the Fund's current board of directors and all of the SM&R Equity
Funds' current board of directors.
The boards of directors of the three SM&R Equity Funds have approved the
Conversion. The Fund's board of directors has also approved such Conversion. The
shareholders of each of the three SM&R Equity Funds must also approve such
Conversion before each such fund will be converted into a series of the Fund.
The election of such 14 nominees is not conditioned upon approval of the
Conversion. Accordingly, it is possible that the shareholders of one or more of
the SM&R Equity Funds will not approve the Conversion and such fund or funds
would not be converted into a series of the Fund. Should that happen, your Fund
would still have a "combined" board -- that is, notwithstanding that the
Conversion did not occur with respect to one or more of the SM&R Equity Funds,
the Fund's board would consist of the persons now serving as Fund directors and
the persons serving on the boards of the three SM&R Equity Funds.
Although the nomination of such "combined" board is in anticipation of the
proposed Conversion, we believe that having a common board for your Fund and
American National Investment Accounts, Inc. will benefit the Fund even if the
Conversion is not approved. By serving on the boards of more funds in the
complex, your Fund's directors will have a greater opportunity to obtain more
and better familiarity with the many aspects of fund operations that are
complex-wide in nature. Such service can also give your directors, and
particularly the "independent" directors, greater access to and influence with
SM&R than service on less of the funds in the SM&R funds complex. Having the
same persons serve as directors of both your Fund and American National
Investment Accounts, Inc. should also result in some reduction in costs,
administrative complexities and redundancies.
If elected, the nominees listed below will serve until the next annual or
special meeting of shareholders at which directors are elected and until their
successors are elected and qualified, or until death, retirement, resignation or
removal.
The persons named as proxies intend to vote in favor of the election of the
following listed fourteen (14) nominees as members of the Board of Directors
unless authority to vote for one or more of the nominees is specifically
withheld. If, at the time of the Special Meeting, any of the nominees for
election as a director shall be unable to serve, or are otherwise unavailable
for election, the proxies will be voted for such other persons as shall be
proposed
3
by the Board of Directors. The Board of Directors has no reason to believe that
any of the persons nominated will become unavailable for election, and all
persons nominated have consented to serve as directors.
The information set forth below has been furnished by each of the nominees.
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
(NAME, ADDRESS, AGE, POSITION AND OFFICES WITH THE FUND, BUSINESS EXPERIENCE IN
LAST FIVE YEARS)
THE FOLLOWING SEVEN (7) NOMINEES ARE CURRENTLY DIRECTORS OF THE FUND AND
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.:
ERNEST S. BARRATT Ph.D. (1) (Department of Psychiatry and Behavioral Sciences,
University of Texas Medical Branch, Galveston, Texas 77555-0189)
75, Director of the Fund since 1997; Director of American National Investment
Accounts, Inc., another investment company in the SM&R complex of funds, since
1990; Marie B. Gale Professor in Psychiatry, Professor and Chief of
Psychodiagnostic service and Cognitive Neuroscopic Laboratory, Department of
Psychiatry and Behavioral Sciences, University of Texas Medical Branch, a
medical school and hospital system, since 1962.
LEA MCLEOD MATTHEWS *(2) (#8 Kern Ramble, Austin, Texas 78722)
38, Director of the Fund and American National Investment Accounts, Inc.,
another investment company in the SM&R complex of funds, since 1994; Tivoli
Systems, Inc., software and communications company, since April 2000;
Communications Consultant, Texas Association of School Boards, 1999 to 2000,
Publications Editor, National Western Life Insurance Co., 1990 to 1999; Director
of Garden State Life Insurance Company, 1993 to present; Director of Kids
Exchange of Austin, a non-profit corporation, 1996 to 1998; Consultant to Austin
Writers League.
ANN MCLEOD MOODY *(2) (5 Colony Park Drive, Galveston, Texas 77551)
63, Director of the Fund and American National Investment Accounts, Inc.,
another investment company in the SM&R complex of funds, since 1997; Director of
Moody Gardens, Inc., non-profit corporation, since 1994; Director of The Westcap
Corporation, formerly a government bond trader, 1990 to January 14, 1999;
Director of Bank of Galveston, 1983 to 1988; Director and Corporate Secretary of
Seal Fleet, Inc., formerly offshore service company, 1972 to 1996; Director of
Gal-Tex Hotel Corporation, hotel management company, since 1998.
EDWIN K. NOLAN (1) (1271 Jonas Drive, Canyon Lake, Texas 78133)
56, Director of the Fund, since 1991; Director of American National Investment
Accounts, Inc., another investment company in the SM&R complex of funds, since
1997; Investor and Attorney, Law Offices, Edwin K. Nolan, P. C.,
4
Canyon Lake, Texas since 1977; Director and Owner of Canyon Lake Aviation, Inc.,
a real estate company, since 1986; Director of Hancock Mini Mart, Inc. since
1995.
ROBERT V. SHATTUCK, JR. (1018 23rd Street, Galveston, Texas 77550)
58, Director of the Fund and American National Investment Accounts, Inc.,
another investment company in the SM&R complex of funds, since 1997; Attorney,
Law Offices of Robert V. Shattuck, Jr., Galveston, Texas, since 1986.
JAMIE G. WILLIAMS (3328 Stanford, Dallas, Texas 75225)
54, Director of the Fund and American National Investment Accounts, Inc.,
another investment company in the SM&R complex of funds, since 1997; Academic
Language Therapist and Educational Consultant 1974 to present; Director Center
for Computer Assistance to the Disabled, since April 2000; Director of The
Learning Therapist Graduate Certificate Program, 1986 to 1995; Adult Assessment
Clinic and Adolescent Academic Development Programs, Division of Evening, Summer
and Continuing Studies, Southern Methodist University, 1994 to 1995; Adjunct
Instructor in Department of Psychology, Dedman College, Southern Methodist
University, 1988 to 1995.
FRANK P. WILLIAMSON (301 Barracuda, Galveston, Texas 77550)
68, Director of the Fund and American National Investment Accounts, Inc.,
another investment company in the SM&R complex of funds, since 1997; Retired,
Owner of Professional Pharmacy, 1964 to 1998.
THE FOLLOWING SIX (6) NOMINEES ARE CURRENTLY DIRECTORS OF THE SM&R EQUITY
FUNDS:
RALPH S. CLIFFORD (3) (4800 Sixth Avenue Drive, Moline, Illinois 61265)
84, Director of SM&R Growth Fund, Inc., SM&R Equity Income Fund, Inc., and SM&R
Balanced Fund, Inc., other investment companies in the SM&R complex of funds,
since 1972; Retired Attorney, Clifford, Clifford & Olson; Retired Director of
Henry County Bank; Retired Director of Illini Beef Packers, Inc.; Retired
Director of Industrial Relations of Deere & Company, tractor and implement
manufacturing company.
PAUL D. CUMMINGS (3) (3102 Belaire Drive, Oklahoma City, Oklahoma 73110) 85,
Director of SM&R Growth Fund, Inc. and SM&R Equity Income Fund, Inc., other
investment companies in the SM&R complex of funds, since 1969; Director of SM&R
Balanced Fund, Inc., another investment company in the SM&R complex of funds,
since 1971; Retired President and Director of Globe Life and Accident Insurance
Company.
JACK T. CURRIE (515 Post Oak Boulevard, Suite 750, Houston, Texas 77027)
72, Director of SM&R Growth Fund, Inc., SM&R Equity Income Fund, Inc., and SM&R
Balanced Fund, Inc., other investment companies in the SM&R complex of funds,
since 1971; Personal Investments; Director of American Indemnity Financial
Corporation, holding company for casualty insurance
5
company, 1978 to 1999; Director of Stewart & Stevenson Services, Inc., 1990 to
1999, designs and constructs power generating systems.
IRA W. PAINTON, C.L.U. (3) (12004 Dahoon, Oklahoma City, Oklahoma 73120)
82, Director of SM&R Growth Fund, Inc., another investment company in the SM&R
complex of funds, since 1967 and Chairman of the Board since 1989; Director of
the SM&R Equity Income Fund, Inc., another investment company in the SM&R
complex of funds, since 1969, and Chairman of the Board, since 1989; and
Director of SM&R Balanced Fund, Inc., another investment company in the SM&R
complex of funds, since 1978 and Chairman of the Board since 1989; Retired
President of SM&R Growth Fund, Inc., SM&R Equity Income Fund, Inc., and SM&R
Balanced Fund, Inc.; Retired President and Director of SM&R.
DONALD P. STEVENS (University of Texas Medical Branch, Box 25041, Galveston,
Texas 77555)
53, Director of SM&R Growth Fund, Inc., SM&R Equity Income Fund, Inc., and SM&R
Balanced Fund, Inc., other investment companies in the SM&R complex of funds,
since 1985; Assistant to the President for Government Relations of The
University of Texas Medical Branch, a medical school and hospital system, since
1975; Vice President of Jamail Galveston Foundation, since 1993.
STEVEN H. STUBBS, C.F.A. (514 Poplar Avenue, Philadelphia, Mississippi 39350)
61, Director of SM&R Growth Fund, Inc., SM&R Equity Income Fund, Inc., and SM&R
Balanced Fund, Inc., other investment companies in the SM&R complex of funds,
since 1989; Former Director, President and Chief Executive Officer of The
Westcap Corporation, formerly a government bond trader, 1994 to 1995; Former
President and Chief Executive Officer of SM&R 1987 to 1994; Former President and
Chief Executive Officer of the Fund; SM&R Growth Fund, Inc., SM&R Equity Income
Fund, Inc.; SM&R Balanced Fund, Inc., and SM&R Investments, Inc.; President and
Director of Dancing Rabbit Press, Inc., private book publishing company, since
1999; Director of Neshoba County Philadelphia Historical Museum, Inc.,
non-profit museum, since 1999.
THE FOLLOWING NOMINEE IS CURRENTLY A DIRECTOR OF THE FUND, SM&R
INVESTMENTS, INC. AND THE SM&R EQUITY FUNDS:
MICHAEL W. MCCROSKEY * (2450 South Shore Boulevard, Suite 400, League City,
Texas 77573)
57, President, Chief Executive Officer and Director of the Fund and American
National Investment Accounts, Inc., since 1994; President and Director of SM&R
Growth Fund, Inc., SM&R Equity Income Fund, Inc., and SM&R Balanced Fund, Inc.,
other investment companies in the SM&R complex of
6
funds, since 1994; President, Chief Executive Officer, Director and member of
the Executive Committee of SM&R, since 1994; Executive Vice President of
American National Insurance Company; Vice President of Standard Life and
Accident Insurance Company; Vice President, Investments of American National
Property and Casualty Company; Vice President, Investments of American National
General Insurance Company; Assistant Secretary of American National Life
Insurance Company of Texas; Vice President of Investments for Garden State Life
Insurance Company; Vice President, Pacific Property and Casualty, life, health
and accident subsidiaries of American National; President and Director of ANREM
Corporation, real estate investment; President and Director, ANTAC, Inc., real
estate investment; Director, Comprehensive Investment Services, Inc.,
investments.
* "Interested Persons" as defined in the Investment Company Act of 1940. As
indicated under the business experience section of the above table,
Mr. McCroskey is President and Chief Executive Officer and a director of SM&R.
Ms. Matthews and Mrs. Moody are members of the immediate family of Robert L.
Moody. See "Stock Ownership of Certain Beneficial Owners and Officers and
Directors" below.
(1) Member of Audit Committee
(2) Ms. Matthews is the daughter of Mrs. Ann Moody, a nominee for Director
(3) Mr. Clifford, Mr. Cummings and Mr. Painton have advised the Fund that,
because of their advancing age, they had planned to retire from the Boards
of the SM&R Equity Funds effective December 31, 2000. They further advised
the Fund that, if elected to the Board of the Fund, they would also resign
from that Board at such time. If Mr. Clifford, Mr. Cummings and Mr. Painton
are elected and then resign, the Board's current intent would be not to
replace such directors and to reduce the number of the Fund's directors from
fourteen (14) to eleven (11).
ORGANIZATION OF THE BOARD
The Board of Directors of the Fund maintains an Audit Committee. The Audit
Committee is responsible for making recommendations to the Board of Directors as
to the selection and appointment of and compensation to the Fund's independent
auditors, to review the scope and results of audits made by such independent
auditors, to make recommendations to the Board as to the scope of future audits,
to inquire into, review and make recommendations with respect to the adequacy of
the Fund's accounting and financial controls, and to otherwise assure effective
communication between such auditors and the Board of Directors as a whole.
Ernest S. Barratt and Edwin K. Nolan are the present members of the Audit
Committee. One Audit Committee meeting was held during the fiscal year ended
August 31, 2000.
The Fund held four (4) meetings of its Board of Directors during the fiscal
year ended August 31, 2000.
7
EXECUTIVE OFFICERS OF THE FUND
The following information is given with respect to each of the Fund's
executive officers who are not directors:
TERESA E. AXELSON (2450 South Shore Boulevard, Suite 400, League City, Texas
77573)
52, Vice President and Secretary of the Fund; Vice President and Secretary of
SM&R, American National Investment Accounts, Inc., SM&R Equity Income
Fund, Inc., SM&R Balanced Fund, Inc. and SM&R Growth Fund, Inc.
BRENDA T. KOELEMAY (2450 South Shore Boulevard, Suite 400, League City, Texas
77573)
45, Vice President and Treasurer of the Fund; Vice President and Treasurer of
SM&R; Vice President and Treasurer of SM&R Equity Income Fund, Inc., SM&R
Balanced Fund, Inc., SM&R Growth Fund, Inc. and American National Investment
Accounts, Inc.; Treasurer and Director of Comprehensive Investment Services,
Inc.; formerly Senior Manager, KPMG Peat Marwick.
MICHAEL W. MCCROSKEY (2450 South Shore Boulevard, Suite 400, League City, Texas
77573)
See "Information Concerning Nominees for Directors" above.
EMERSON V. UNGER, C.L.U. (2450 South Shore Boulevard, Suite 400, League City,
Texas 77573)
54, Vice President of the Fund; Vice President of SM&R; Vice President of SM&R
Equity Income Fund, Inc., SM&R Balanced Fund, Inc., SM&R Growth Fund, Inc. and
American National Investment Accounts, Inc.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND OFFICERS AND DIRECTORS OF THE FUND
According to the Fund's records, the following stockholder owned five
percent (5%) or more of the Fund's outstanding common stock as of the Record
Date:
NAME & ADDRESS OF AMOUNT & NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- -------------------- ------------------------- ----------
Common Stock American National 8,809,943.430 (direct) 10.50%
Insurance Company(1) 35,310,789.446 (indirect) 42.10%
8
According to the Fund's records, SM&R owned the following outstanding common
stock of the Fund as of the Record Date:
NAME & ADDRESS OF AMOUNT & NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- -------------------- -------------------- ----------
Common Stock SM&R(2) 1,309,467.390 (direct) 1.56%
5,557.482 (indirect) 0.02%
(1) The address of American National Insurance Company is One Moody Plaza,
Galveston, Texas 77550.
American National's direct share ownership is composed of 774,011.184 shares
of the SM&R Government Bond Fund, 686,370.451 shares of the SM&R Tax Free
Fund, 5,091,529.925 shares of the SM&R Primary Fund and 2,258,031.870 shares
of the SM&R Money Market Fund. American National's indirect ownership is
composed of 860,118.366 shares of the SM&R Primary Fund and 34,450,671.080
shares of the SM&R Money Market Fund.
(2) SM&R's direct share ownership is composed of 538,137.658 shares of the SM&R
Government Bond Fund, 137,572.508 shares of the SM&R Tax Free Fund,
15,011.714 shares of the SM&R Primary Fund, 618,745.510 shares of the SM&R
Money Market Fund. SM&R's indirect share ownership is composed of 5,557.482
shares of the SM&R Primary Fund.
The Fund is not aware of any other person (including any "group" as such
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) who
held, of record or beneficially, more than 5% of Fund's Common Stock outstanding
on the Record Date.
SM&R, the investment adviser, manager and underwriter of the Fund, is a
wholly-owned subsidiary of American National Insurance Company ("American
National"). The Moody Foundation (the "Foundation"), a charitable foundation
established for charitable and educational purposes, owns approximately 23.7% of
American National's common stock and the Libbie S. Moody Trust, a private trust,
owns approximately 37.6% of such shares. The trustees of the Foundation are
Robert L. Moody ("RLM"), Chairman of the Board, President and Chief Executive
Officer of American National, Frances Moody Newman, RLM's mother, and Ross R.
Moody, RLM's son.
The Moody National Bank of Galveston (the "Bank") is the trustee of the
Libbie S. Moody Trust. RLM is Chairman of the Board, President and Chief
Executive Officer of the Bank and President and Director of Moody Bancshares,
Inc. ("Bancshares"), the sole shareholder of Moody Bank Holding Company, Inc.
("MBHC"), and President and Director of MBHC, the Bank's controlling
shareholder. The Three R Trusts, trusts established by RLM for the benefit of
his children, own 100% of Bancshares Class B Common Stock (which elects a
majority of Bancshares' directors) and 47.5% of its Class A Common Stock. The
trustee of the Three R Trusts is Irwin M. Herz, Jr., who is also a director of
American National and a partner in Greer, Herz & Adams, L.L.P., 18th Floor, One
Moody Plaza, Galveston, Texas, General Counsel to American National, SM&R, the
Bank, Bancshares, MBHC, and the Fund.
9
As of the Record Date, each of the Fund's directors and nominees for
director, and the Fund's directors and officers as a group, had the following
ownership in the Fund:
NAME & ADDRESS OF AMOUNT & NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- -------------------- -------------------- ----------
SM&R Primary Fund Paul D. Cummings 20,797 (direct) *
SM&R Money Market Fund Jack T. Currie 10,000 (direct) *
SM&R Money Market Fund Edwin Nolan 24,281 (direct) *
SM&R Primary Fund 2,844 (direct) *
SM&R Government Bond Michael W. McCroskey 3,674 (indirect) *
Fund Class T
SM&R Tax Free Fund 4,249 (direct) *
Class T 103 (indirect) *
SM&R Money Market Fund 43,455 (direct) *
SM&R Primary Fund 56,530 (direct) *
SM&R Money Market Fund Ira W. Painton 6,290 (direct) *
7,326 (indirect) *
SM&R Money Market Fund Steven H. Stubbs 6,782 (direct) *
SM&R Government Bond Directors and 4,249 (direct/ *
Fund Officers as a group indirect)
SM&R Tax Free Fund Directors and 6,337 (direct/ *
Officers as a group indirect)
SM&R Money Market Fund Directors and 215,697 (direct/ *
Officers as a group indirect)
SM&R Primary Fund Directors and 172,967 (direct/ *
Officers as a group indirect)
* Less than 1% owned
The information above was furnished by the Fund's directors and officers.
REMUNERATION OF OFFICERS AND DIRECTORS OF THE FUND
The directors who are "Interested Persons" and the officers of the Fund
receive remuneration, directors' fees and expense reimbursements only from SM&R
and not from the Fund. Directors who are not "Interested Persons" of the Fund
are paid directors' fees by and receive expense reimbursements from
10
the Fund. (See the footnote under "Information Concerning Nominees for
Directors" above for a definition of "Interested Persons".)
All of the directors except Mr. McCroskey (who, as an employee of SM&R, is
not paid a fee for serving on the boards of funds in the SM&R fund complex) are
paid a $500 per meeting fee for attendance at Board Meetings, a $2,000 annual
retainer fee and reimbursement of travel expenses. The annual retainer fee and
the travel expenses paid by the Fund are allocated between the series of the
Fund. The following nominees for director of the Fund received the following
compensation from the Fund for the fiscal year ended August 31, 1999:
TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM FUND AND
NAME OF PERSON, POSITION FROM FUND FUND COMPLEX
- ------------------------ ------------ -------------
ERNEST S. BARRATT (1)(2)
DIRECTOR $4,000.00 $ 8,000.00
RALPH S. CLIFFORD (3)
DIRECTOR $ -0- $10,000.00
PAUL D. CUMMINGS (3)
DIRECTOR $ -0- $10,000.00
JACK T. CURRIE (3)
DIRECTOR $ -0- $10,000.00
MICHAEL W. MCCROSKEY *(1)(2)(4)
DIRECTOR $ -0- $ -0-
ALLAN W. MATTHEWS *(5)
DIRECTOR $ -0- $ -0-
LEA MCLEOD MATTHEWS *(1)
DIRECTOR $ -0- $ -0-
ANN MCLEOD MOODY *(1)
DIRECTOR $ -0- $ -0-
EDWIN K. NOLAN (1)(2)
DIRECTOR $4,000.00 $ 8,000.00
IRA W. PAINTON (3)
DIRECTOR $ -0- $14,000.00
ROBERT V. SHATTUCK, JR. (1)(2)
DIRECTOR $4,000.00 $ 8,000.00
DONALD P. STEVENS (3)
DIRECTOR $ -0- $10,000.00
11
TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM FUND AND
NAME OF PERSON, POSITION FROM FUND FUND COMPLEX
- ------------------------ ------------ -------------
STEVEN H. STUBBS (3)
DIRECTOR $ -0- $10,000.00
JAMIE G. WILLIAMS (1)(2)
DIRECTOR $4,000.00 $ 8,000.00
FRANK P. WILLIAMSON (1)(2)
DIRECTOR $4,000.00 $ 8,000.00
* "Interested Persons" as defined in the Investment Company Act of 1940.
(1) Currently Director of the Fund.
(2) Also serves as a director of American National Investment Accounts, Inc.,
another fund in the SM&R complex of funds.
(3) Received compensation from SM&R Growth Fund, Inc., SM&R Equity Income
Fund, Inc. and SM&R Balanced Fund, Inc., other funds in the SM&R complex of
funds.
(4) Also serves as a director of American National Investment Accounts, Inc.,
SM&R Growth Fund, Inc., SM&R Equity Income Fund, Inc. and SM&R Balanced
Fund, Inc., other funds in the SM&R complex of funds.
(5) Resigned as a director of the Fund and American National Investment
Accounts, Inc. effective August 17, 2000; Mr. Matthews is not a nominee for
election.
REQUIRED VOTE
Election of each nominee as a Director requires the affirmative vote of a
plurality of the shares present (in person or by proxy) at a meeting at which a
quorum is present, with all classes of all portfolios voting as a single class.
Cumulative voting is not permitted.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING SLATE OF
NOMINEES AS DIRECTORS: ERNEST S. BARRATT, PH.D., RALPH S. CLIFFORD, PAUL D.
CUMMINGS, JACK T. CURRIE, LEA MCLEOD MATTHEWS, MICHAEL W. MCCROSKEY, ANN MCLEOD
MOODY, EDWIN K. NOLAN, IRA W. PAINTON, ROBERT V. SHATTUCK, JR., DONALD P.
STEVENS, STEVEN H. STUBBS, JAMIE G. WILLIAMS AND FRANK P. WILLIAMSON.
SHAREHOLDER PROPOSALS
As a general matter, the Fund does not hold annual meetings of shareholders,
and, therefore, the anticipated date of the next special meeting of shareholders
of the Fund cannot be provided. Any shareholder proposal that
12
properly may be included in proxy solicitation materials for a special meeting
of shareholders must be received by the Fund a reasonable time prior to the date
voting instructions or proxy materials are mailed to shareholders. Any such
proposals must comply with the requirements of Rule 14a-8 promulgated under the
Securities Exchange Act of 1934.
AUDITORS
Tait, Weller & Baker ("TWB"), 8 Penn Center, Philadelphia, PA 19103, served
as the Fund's independent auditors for the year ending August 31, 1999 and will
also serve as the Fund's independent auditors for the current fiscal year.
Representatives of TWB are not expected to be present at the Special
Shareholders' Meeting.
ANNUAL REPORT
The financial statements of the Fund, as contained in the Annual Report,
should be read in conjunction with this Proxy Statement. A copy of the Annual
Report of the Fund for the fiscal year ended August 31, 1999, including
financial statements, was mailed to shareholders in October, 1999. The Fund will
furnish, without charge, a copy of the Annual Report and the Semi-Annual Report
for the period ended February 28, 2000, to a shareholder upon request. Any such
request should be made to Michele Lord, Assistant Secretary of the Fund, at P.
O. Box 58969, Houston, Texas 77258-8969 or 1-800-526-8346, extension 229.
OTHER BUSINESS
Management knows of no other business which will be presented for
consideration at the meeting other than as stated above. If any other business
shall properly come before the meeting, the enclosed Proxy authorizes the
persons named therein to vote on any such other business in accordance with
their best judgement.
All shares represented by proxies received by management, not revoked, will
be voted at the meeting or at any adjournment thereof. Accordingly, we hope that
you will be able to attend the meeting, but if not, we ask that you promptly
mark, sign and mail the enclosed Proxy in the enclosed envelope.
By Order of the Board of Directors
/s/ Teresa E. Axelson
Teresa E. Axelson
SECRETARY
13
VOTING PROXY
SM&R INVESTMENTS, INC.
(SM&R GOVERNMENT BOND FUND)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and each
or any of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of the SM&R Investments, Inc., for the above referenced Fund, that
the undersigned is entitled to vote at the special meeting of shareholders to be
held in League City, Texas, on Thursday, September 21, 2000, and at any
postponement or adjournment thereof on each of the Proposals contained in the
Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Fund heretofore
given by me. I acknowledge receipt of
the proxy statement dated August 18,
2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING
BY NOTIFYING THE SECRETARY OF THE FUND
IN WRITING.
Date______________, 2000
----------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name
or names appear on the Proxy Voting
Ballot. When signing as a fiduciary
(i.e. attorney, executor, administrator,
trustee, or guardian), give the full
title as to the capacity in which you
are signing.
VOTE ON PROPOSALS (The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ /FOR ALL NOMINEES listed below / /WITHHOLD ALL NOMINEES listed below
/ /WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.
VOTING PROXY
SM&R INVESTMENTS, INC.
(SM&R TAX FREE FUND)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and
each or any of them, as proxies with power of substitution, and hereby
authorizes each of them to represent and to vote, as designated on the
reverse side, all the shares of the SM&R Investments, Inc., for the above
referenced Fund, that the undersigned is entitled to vote at the special
meeting of shareholders to be held in League City, Texas, on Thursday,
September 21, 2000, and at any postponement or adjournment thereof on each of
the Proposals contained in the Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Fund heretofore
given by me. I acknowledge receipt of
the proxy statement dated August 18,
2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING
BY NOTIFYING THE SECRETARY OF THE FUND
IN WRITING.
Date______________, 2000
----------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name
or names appear on the Proxy Voting
Ballot. When signing as a fiduciary
(i.e. attorney, executor, administrator,
trustee, or guardian), give the full
title as to the capacity in which you
are signing.
VOTE ON PROPOSALS (The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ /FOR ALL NOMINEES listed below / /WITHHOLD ALL NOMINEES listed below
/ /WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.
VOTING PROXY
SM&R INVESTMENTS, INC.
(SM&R PRIMARY FUND)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and each
or any of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of the SM&R Investments, Inc., for the above referenced Fund, that
the undersigned is entitled to vote at the special meeting of shareholders to be
held in League City, Texas, on Thursday, September 21, 2000, and at any
postponement or adjournment thereof on each of the Proposals contained in the
Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Fund heretofore
given by me. I acknowledge receipt of
the proxy statement dated August 18,
2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING
BY NOTIFYING THE SECRETARY OF THE FUND
IN WRITING.
Date______________, 2000
----------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name
or names appear on the Proxy Voting
Ballot. When signing as a fiduciary
(i.e. attorney, executor, administrator,
trustee, or guardian), give the full
title as to the capacity in which you
are signing.
VOTE ON PROPOSALS (The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ /FOR ALL NOMINEES listed below / /WITHHOLD ALL NOMINEES listed below
/ /WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.
VOTING PROXY
SM&R INVESTMENTS, INC.
(SM&R MONEY MARKET FUND)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and each
or any of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of the SM&R Investments, Inc., for the above referenced Fund, that
the undersigned is entitled to vote at the special meeting of shareholders to be
held in League City, Texas, on Thursday, September 21, 2000, and at any
postponement or adjournment thereof on each of the Proposals contained in the
Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Fund heretofore
given by me. I acknowledge receipt of
the proxy statement dated August 18,
2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING
BY NOTIFYING THE SECRETARY OF THE FUND
IN WRITING.
Date______________, 2000
----------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name
or names appear on the Proxy Voting
Ballot. When signing as a fiduciary
(i.e. attorney, executor, administrator,
trustee, or guardian), give the full
title as to the capacity in which you
are signing.
VOTE ON PROPOSALS (The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ /FOR ALL NOMINEES listed below / /WITHHOLD ALL NOMINEES listed below
/ /WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.