- -------------------------------------------------------------------------------
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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 Under Rule 14a-12
USLIFE Income Fund, Inc.
.................................................................
(Name of Registrant as Specified in Its Charter)
Ernest Horejsi Trust No. 1B
.................................................................
(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:
............................................................
(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:
.......................................................
STEWART HOREJSI
200 SOUTH SANTA FE
SALINA, KANSAS 67401
Dear Fellow Shareholder:
I am writing this letter on behalf of the ERNEST HOREJSI TRUST NO. 1B (the
"Trust"), the largest shareholder of the USLIFE Income Fund, Inc. (the "Fund"),
owning more than 20% of the Fund's stock.
The Fund has called a special meeting of shareholders for the purpose of
electing five (5) directors to fill recently created vacancies on the Fund's
Board of Directors. The special meeting is scheduled to be held on Wednesday,
January 23, 2002, at 10:00 a.m. local time, in Meeting Room 1 of The Variable
Annuity Life Insurance Company, Plaza Level, The Woodson Tower, 2919 Allen
Parkway, Houston, Texas 77019. The reasons the Fund's Board of Directors called
the special meeting are set forth in the Fund's notice of meeting and
information statement which you should have received along with this proxy
statement.
We are seeking your support in electing our nominees, Alfred G. Aldridge,
Jr., Richard I. Barr, Susan Ciciora, Joel W. Looney and Stephen C. Miller, to
the Fund's Board of Directors. As indicated in the Fund's information statement,
the Fund's Board of Directors will not nominate directors or solicit proxies in
opposition to our proposed nominees.
Only the Trust is soliciting proxies in connection with the election of
directors at the special meeting and, as a result, in order to be represented at
the meeting shareholders must return a proxy card (by mail, telephone, fax or
via the Internet) or attend the meeting in person. A postage paid return
envelope is enclosed for your convenience.
Shareholders of record may also vote their shares by calling a toll free
telephone number (1-877-816-0835), by faxing a completed and signed proxy card
(both front and back sides) to the Fund's proxy solicitor (1-212-440-9009) or
via the Internet at http://proxy.georgeson.com. The telephone and Internet
voting procedures are designed to authenticate your vote and to confirm that
your voting instructions are followed. Specific instructions for shareholders of
record who wish to use telephone, fax or Internet voting procedures are also set
forth on the enclosed proxy card.
Please vote "FOR" the Proposal to elect our nominees as directors of the
Fund and return your proxy card now, by mail, by telephone, by fax or via the
Internet. If you have any questions or need assistance in voting your shares,
please contact MacKenzie Partners, Inc., who is assisting us in the
solicitation, toll-free at (800) 322-2885.
Sincerely yours,
STEWART R. HOREJSI
PROXY STATEMENT
IN RESPECT OF
SPECIAL MEETING OF SHAREHOLDERS
OF
USLIFE INCOME FUND, INC.
To be held on January 23, 2002
This proxy statement, and the enclosed proxy card, are being furnished
to holders of common stock, $1.00 par value, of USLIFE Income Fund, Inc., a
Maryland corporation (the "Fund"), in connection with the solicitation of
proxies by The ERNEST HOREJSI TRUST NO. 1B (the "Trust"), the Fund's largest
shareholder, for use at the Special Meeting of the Fund's shareholders scheduled
to be held on January 23, 2002, at 10:00 a.m. local time, and at any
adjournments or postponements thereof (the "Meeting"). The Meeting will be held
in Meeting Room 1 of The Variable Annuity Life Insurance Company, Plaza Level,
the Woodson Tower, 2919 Allen Parkway, Houston, Texas 77019. This proxy
statement and the proxy card will first be sent to Fund shareholders on or about
December 14, 2001.
The only proposal scheduled to be voted on at the Meeting is the
election of five (5) directors of the Fund to hold office until their successors
are elected and qualified. The Trust is soliciting your proxy in support of the
election of its nominees to the Fund's Board of Directors (the "Board"). As
indicated in the Fund's information statement, the Fund's Board of Directors
will not nominate directors or solicit proxies in opposition to the Trust's
proposed nominees.
The proposal scheduled to be voted upon at the Meeting is included in
the Trust's proxy card. Because only the Trust is soliciting proxies in
connection with the election of directors at the Meeting, shareholders must
return a proxy card (by mail, telephone, fax or via the Internet) or attend the
Meeting in person in order to be represented at the Meeting. The individuals
named as proxies on the enclosed proxy card will vote in accordance with a
shareholder's directions as indicated thereon if such shareholder's proxy card
is returned properly executed. If a properly executed proxy card is returned
without a vote indicated thereon, the shares represented thereby will be voted
FOR the election of the Trust's nominees.
Discretionary authority is provided in the proxy sought hereby as to
other business as may properly come before the Meeting of which the Trust is not
aware as of the date of this proxy statement and matters incident to the conduct
of the Meeting, which discretionary authority will be exercised in accordance
with Rule 14a-4 promulgated by the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Exchange Act of 1934, as amended.
Your vote at the Meeting is especially important, no matter how many or
how few shares you own. Please sign and date the enclosed proxy card and return
it in the enclosed postage-paid envelope promptly. Alternatively, shareholders
of record may vote by telephone, by fax or via the Internet by following the
instructions on the enclosed proxy card.
The Fund's Board is divided into three classes of directors, each class
serving for three years. The term of one class expires each year and no term
shall continue for more than three years, after the applicable election. Five
members of the Fund's eight-member Board have resigned from their positions as
directors. The Trust proposes Alfred G. Aldridge, Jr., Richard I. Barr, Susan
Ciciora, Joel W. Looney and Stephen C. Miller as the directors to be elected at
the Meeting to fill these vacancies. Proxy cards that are properly signed, dated
and returned will be voted in a manner consistent with this proposal. The Trust
and Boulder Investment Advisors, LLC have signed a mutual release of claims with
each of the Fund's directors (including the five directors who have resigned),
which release will terminate if the Trust's nominees are not elected or if the
current directors do not resign after the election of the Trust's nominees.
Voting and Quorum
Only shareholders of record on December 10, 2001 will be entitled to
vote at the Meeting. According to information contained in the Fund's
information statement, there were 5,663,892 shares of common stock issued and
outstanding as of December 10, 2001. Holders of record on December 10, 2001 will
be entitled to cast one vote on each matter for each share of common stock held.
Shares of common stock do not have cumulative voting rights. The proposal
relating to the election of directors requires the affirmative vote of a
majority of the votes cast at the Meeting, provided that a quorum is present.
A quorum for the transaction of business is constituted by the presence
in person or by proxy of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event that a quorum is not present at
the Meeting, the persons named as proxies may propose one or more adjournments
of such Meeting to permit further solicitation of proxies with respect to the
proposal. Any such adjournments will require the affirmative vote of a majority
of those shares present at the Meeting or represented by proxy, whether or not a
quorum is present. In such case, the persons named as proxies will vote those
proxies which they are entitled to vote for the proposal in favor of such an
adjournment.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and shares with respect to which the broker does
not have discretionary voting authority. Under Maryland law, abstentions and
broker non-votes are counted as shares present for purposes of determining
whether a quorum is present, but are not counted as votes "for" or "against" a
matter and will be disregarded in determining the "votes cast" on a proposal,
including any adjournment.
Revocation of Proxies
You may revoke your proxy at any time prior to the voting of your proxy
at the Meeting by giving written notice to the Fund, by executing and delivering
a later dated proxy, or by revoting through the Internet or by telephone, or by
voting in person at the Meeting. Attendance at the Meeting will not in and of
itself revoke a proxy.
There is no limit on the number of times that you may revoke your proxy
prior to the Meeting. Only the latest dated, properly signed proxy will be
counted.
THE NOMINEES
Proxy cards which are signed, dated and returned will be voted in
accordance with the shareholder's instructions, and, if no instructions are
included, will be voted in favor of the election of Alfred G. Aldridge, Richard
I. Barr, Susan Ciciora, Joel W. Looney and Stephen C. Miller as directors of the
Fund for the respective terms set forth in the tables below. Messrs. Aldridge,
Barr, Looney and Miller and Ms. Ciciora have furnished the Trust with the
following information concerning their employment history and certain other
matters:
Disinterested Director Nominees
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Expiration
Business Experience During of Term if
the Last Five Years and Other Elected as
Name, Address and Age Directorships Director
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Alfred G. Aldridge, Jr. Sales Manager of Shamrock Foods Company 2004
6831 E. Presidio Road since 1982; Director of Boulder Total
Scottsdale, Arizona 85254 Return fund, Inc. and Fiesta Bowl, Tempe,
Age: 63 Arizona; retired Brigadier General,
California Air National Guard.
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Richard I. Barr Manager of Advantage Sales and Marketing, 2004
2502 E. Solano Drive Inc. (sales and marketing for manufacturing
Phoenix, Arizona 85016 companies) since 1982; Director of Boulder
Age: 63 Total Return Fund, Inc.
- -------------------------------------------------------------------------------
Joel W. Looney Partner of Financial Management Group, LLC 2003
506 S. Cherry St. (financial planning services for individuals
Lindsborg, Kansas 67456 and businesses) since July 1999; Vice President
Age: 39 and Chief Financial Officer of Bethany College
from June 1995 to June 1999; Director of Boulder
Total Return Fund, Inc.
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Nominees Who May Be Deemed "Interested Directors"
Each of Mr. Miller and Ms. Ciciora may be deemed to be an "interested
director" within the meaning of the Investment Company Act of 1940, as amended,
by virtue of their relationships with the Trust, which holds more than 5% of the
Fund's shares, as discussed below under "Information Concerning the Trust."
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Expiration
Business Experience During of Term if
the Last Five Years and Other Elected as
Name, Address and Age Directorships Director
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Susan Ciciora Owner of Superior Interiors (interior design 2003
2911 Oakbrook Hills Road for custom homes) since 1995; Corporate
Oak Brook, Illinois 60523 Secretary of Ciciora Custom Builders, LLC
Age: 37 (custom homebuilder) since 1995; Loan Specialist
at Brown Welding Supply, LLC (welding supplies
and home finance)from 1988 to 1993; Trustee of
the Trust and certain related trusts.
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Stephen C. Miller President and Chairman of the Board of Boulder 2002
1680 38th St., Suite 800 Total Return Fund, Inc. since 1999; President
Boulder, Colorado 80301 and General Counsel of Boulder Investment
Age: 49 Advisers, L.L.C. since 1999; President of Fund
Administrative Services, LLC (administrator for
registered investment company) since 1999;
Of Counsel to the law firm of Krassa, Madsen &
Miller since 1991; President and General Counsel
of Horejsi, Inc. (holding company for welding
supplies business and other Horejsi family
businesses) from 1996 until that company was
liquidated in 1999, and General Counsel of
Brown Welding Supply, LLC from 1996 until that
company was sold in 1999.
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Each of the Trust's nominees is a United States citizen. Each of the
nominees listed above has consented to being named in this proxy statement and
has agreed to serve as a director of the Fund if elected. None of such nominees
has ever been an officer, employee, director, general partner or shareholder of
the Variable Annuity Life Insurance Company, the Fund's current investment
advisor ("VALIC"), or an affiliate thereof, nor has any of such nominees had any
other material direct or indirect interest in such investment advisor or any of
its affiliates.
None of the Trust's nominees has any arrangement or understanding with
any person with respect to any future employment by the Fund or its affiliates,
although the Trust and its nominees understand that the Fund pays certain fees
to its directors. According to the Fund's information statement, each director
of the Fund receives an annual retainer of $2,000, $1,000 for each Board meeting
attended in person and $500 for each Board meeting conducted by telephone.
Messrs. Aldridge, Barr and Looney beneficially own shares of the Fund
as set forth below under "Beneficial Ownership of Common Stock" in this proxy
statement. Mr. Miller and Ms. Ciciora disclaim beneficial ownership of all
shares of the Fund that they may be deemed to beneficially own as a result of
their respective relationships with the Trust, which relationships are described
below under "Information Concerning the Trust." Exhibit 1 to this proxy
statement sets forth the date of each purchase and the number of shares
purchased by Messrs. Aldridge, Barr and Looney during the last two years. The
aggregate value of the shares of the Fund owned by each of Messrs. Aldridge,
Barr and Looney is less than $10,000.
INFORMATION CONCERNING THE TRUST
As of the December 10, 2001 record date, the Trust held 1,166,400 shares of
common stock, representing approximately 20.59% of the outstanding shares of the
Fund. Exhibit 1 to this proxy statement sets forth the date of each purchase and
the number of shares purchased by the Trust during the last two years.
The Trust is an irrevocable grantor trust that was organized under the laws
of Kansas for the benefit of Ernest Horejsi's issue. The three trustees of the
Trust are Badlands Trust Company ("Badlands"), Ms. Ciciora and Mr. Larry Dunlap.
Mr. Dunlap is a director of Badlands and is a trustee of several trusts of which
various Horejsi family members are beneficiaries. The Trust is domiciled in
South Dakota and its business address is 614 Broadway, P.O. Box 801, Yankton,
South Dakota 57078. Stewart Horejsi is Ernest Horejsi's son (and, as a result, a
beneficiary of the Trust) and serves from time to time as an investment
consultant to the Trust. Ms. Ciciora is Stewart Horejsi's daughter and is a
trustee of several trusts of which she and other Horejsi family members are
beneficiaries.
The trustees of the Trust may be deemed to control the Trust and may be
deemed to possess indirect beneficial ownership of the shares held by the Trust.
However, none of the trustees, acting alone, can vote or exercise dispositive
authority over shares held by the Trust. Accordingly, Badlands, Ms. Ciciora, and
Mr. Dunlap disclaim beneficial ownership of the shares of common stock
beneficially owned, directly or indirectly, by the Trust.
Badlands is a South Dakota corporation organized to act as a private trust
company to administer the Trust as well as other related trusts. The directors
of Badlands are Mr. Dunlap, Mr. Miller, Robert Ciciora, who is the
brother-in-law of Ms. Ciciora, Gail G. Gubbells and Marty Jans. The executive
officers of Badlands are Ms. Gubbells, President, Mr. Jans, Secretary, and Mr.
Miller, Vice President and Assistant Secretary. Badlands is wholly owned by the
Stewart R. Horejsi Trust No. 2, an irrevocable trust organized by Mr. Stewart
Horejsi for the benefit of his issue. The trustees of the Stewart R. Horejsi
Trust No. 2 are Badlands, Mr. Ciciora and Robert H. Kastner.
The Trust is part of a group of entities that successfully took control of
another closed-end fund, Preferred Income Management Fund (now Boulder Total
Return Fund, Inc.) in January 1999.
The Trust recently solicited proxies in opposition to the Fund's proposal
that shareholders approve a new investment advisory contract between the Fund
and VALIC, the Fund's current investment adviser. At the Fund's annual meeting
on October 30, 2001, the proposal to approve the contract with VALIC was
defeated by shareholders, by a vote of approximately 44.54% opposed to the
proposal (69.73% of those voting) to approximately 19.33% in favor of the
proposal (30.27% of those voting). As a result of the shareholders' decision,
the existing advisory contract with VALIC will terminate.
If the Trust's nominees are elected to the Board, the Trust intends to
propose that Boulder Investment Advisers, L.L.C., the current adviser to the
Boulder Total Return Fund, be appointed as investment adviser to the Fund.
Stewart Horejsi, an investment consultant to the Trust, is also the portfolio
manager for Boulder Investment Advisers. Shareholders will have the opportunity
to vote on any new investment advisory contract with Boulder Investment Advisers
or any other adviser selected by the Board, and no vote is being solicited in
connection with the Fund's investment adviser at this time.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of shares of common stock of the Fund by the Trust and the Trust's
nominees for director as of December 10, 2001. Based on information contained in
the Fund's most recent information statement, none of the current executive
officers and directors of the Fund own any shares of the Fund. In addition, no
shareholder other than the Trust has made filings with the SEC disclosing
beneficial ownership of more than 5% of the Fund's outstanding shares of common
stock.
Position with Common Stock
Name and Address the Fund Beneficially Owned Percent
The Ernest Horejsi Trust No. 1B
P.O. Box 801 --- 1,166,400 shares 20.59%
614 Broadway
Yankton, South Dakota 57078
Alfred G. Aldridge, Jr.* Nominee 50 shares ***
Richard I. Barr* Nominee 100 shares ***
Susan Ciciora* Nominee --- ** ---
Joel W. Looney* Nominee 100 shares ***
Stephen C. Miller* Nominee --- ** ---
- -------
* The nominees' respective addresses are set forth in the tables under the
section entitled "Nominees."
** Excludes shares owned by the Trust. Ms. Ciciora is a trustee of the Trust
and also one of the beneficiaries of the Trust. Mr. Miller is an officer
and a director of Badlands, which is also a trustee of the Trust. However,
because two of the Trust's trustees are required in order for the Trust to
vote or exercise dispositive authority with respect to shares owned by the
Trust, Ms. Ciciora and Mr. Miller each disclaim beneficial ownership of
such shares.
*** Less than 1.0%
SHAREHOLDER PROPOSALS
According to the Fund's most recent proxy statement, shareholder
proposals intended for inclusion in the Fund's proxy statement in connection
with the Fund's 2002 annual meeting of shareholders pursuant to Rule 14a-8 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be
received by the Fund at the Fund's principal executive offices by May 28, 2002.
In order for proposals made outside of Rule 14a-8 under the Exchange Act to be
considered "timely" within the meaning of Rule 14a-4(c) under the Exchange Act,
such proposals must be received by the Fund at the Fund's principal executive
offices not later than August 11, 2002. The foregoing information is based upon
the information provided in the Fund's most recent proxy statement and the Trust
cannot confirm the accuracy or completeness of the information or advise
shareholders as to whether this information may change.
THE SOLICITATION
Proxies will be solicited by mail, telephone, fax, telegram, in person
or by other means. The nominees and certain officers, directors or employees of
entities related to the Trust may solicit proxies. In addition, the Trust has
retained MacKenzie Partners, Inc. to assist and provide advisory services in
connection with the solicitation for which it will be paid a fee not exceeding
$5,000 and will be reimbursed for reasonable out-of-pocket expenses. The Trust
will indemnify MacKenzie Partners, Inc. against certain liabilities and expenses
in connection with this proxy solicitation, including liabilities under the
federal securities laws. MacKenzie Partners, Inc. has advised the Trust that
approximately 25 of MacKenzie's employees will provide assistance in connection
with the proxy solicitation.
Banks, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward this proxy statement and the accompanying proxy
card to the beneficial owner of shares of common stock for whom they hold of
record and the Trust will reimburse them for their reasonable out-of-pocket
expenses.
The expenses related to this proxy solicitation will be borne by the
Trust. The Trust estimates that the total amount of expenses to be incurred by
it in this proxy solicitation will be approximately $75,000. Expenses to date
have been approximately $25,000. The Trust does not intend to seek reimbursement
from the Fund for expenses incurred in connection with the solicitation of
proxies for the election of its nominees as directors.
If you have any questions concerning this proxy solicitation or the
procedures to be followed to execute and deliver a proxy, please contact
MacKenzie Partners, Inc. at:
Call Toll-Free: (800) 322-2885
Dated: December 11, 2001
Exhibit 1
ALL SECURITIES OF THE FUND PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE TRUST AND NOMINEES
Except as disclosed in this proxy statement, neither the Trust nor its
nominees for election to the Board of Directors of the Fund has, or had, any
interest, direct or indirect, by security holdings or otherwise, in the Fund.
The following table sets forth certain information with respect to direct
purchases and dispositions of shares of common stock by the Trust and its
nominees. Neither Ms. Ciciora nor Mr. Miller currently owns any shares of common
stock of the Fund and each disclaims beneficial ownership of any shares which
she or he may be deemed to beneficially own as a result of his or her
relationship with the Trust and its related entities. Neither the Trust nor any
of its nominees for election to the Board of Directors of the Fund has sold any
shares of common stock of the Fund in the last two years.
ERNEST HOREJSI TRUST NO. 1B
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Date Number of Shares Purchased
11/08/99 9400
11/11/99 7100
11/18/99 7400
11/19/99 900
11/30/99 6400
12/08/99 4800
12/09/99 8100
12/10/99 1500
12/13/99 5300
12/14/99 4200
12/15/99 1600
12/16/99 18100
12/17/99 6100
12/20/99 3900
12/21/99 1700
12/22/99 5600
12/23/99 3100
12/27/99 6100
12/28/99 5500
12/29/99 9600
1/04/00 7200
1/05/00 2900
1/06/00 11100
1/07/00 12300
1/10/00 9700
1/11/00 10000
1/12/00 4300
1/21/00 900
1/31/00 4500
2/02/00 800
2/03/00 2000
2/04/00 1700
2/10/00 300
2/14/00 1900
2/15/00 5800
2/16/00 200
2/18/00 11500
2/22/00 12600
2/23/00 11200
2/25/00 4000
2/29/00 3000
3/01/00 800
3/13/00 4200
3/14/00 9800
3/15/00 9300
3/16/00 2000
3/17/00 9300
3/20/00 2000
3/21/00 11100
3/24/00 22000
3/28/00 1400
3/30/00 4900
3/31/00 12000
4/06/00 15500
4/10/00 6000
5/16/00 2800
5/18/00 4200
5/19/00 3500
5/24/00 8000
6/26/00 10700
7/11/00 3700
7/14/00 3500
7/19/00 3000
7/25/00 6000
7/26/00 8900
7/27/00 1500
7/31/00 1700
8/04/00 1200
8/7/00 1100
8/8/00 700
8/14/00 3000
8/16/00 1000
8/18/00 3500
8/21/00 4000
8/24/00 3000
9/16/00 700
9/07/00 500
9/8/00 2700
9/11/00 1900
9/12/00 3800
9/13/00 4400
9/14/00 5000
9/18/00 10000
9/20/00 10500
9/21/00 30200
9/22/00 5100
9/25/00 4900
9/26/00 1400
9/27/00 13700
9/29/00 8900
10/02/00 3700
10/03/00 14800
10/04/00 1000
10/05/00 6000
10/06/00 1000
10/09/00 500
10/11/00 800
10/12/00 2100
10/13/00 1000
10/17/00 2200
10/18/00 2600
10/19/00 2900
10/20/00 13000
10/27/00 1000
10/30/00 3100
10/31/00 2200
11/01/00 100
11/03/00 500
11/06/00 900
11/07/00 1600
11/08/00 600
11/10/00 800
11/13/00 600
11/14/00 1100
11/15/00 500
11/17/00 1000
12/05/00 9800
12/06/00 4500
12/07/00 200
12/08/00 13500
12/11/00 7000
12/12/00 6000
12/13/00 700
12/14/00 15200
12/15/00 1700
12/18/00 20000
1/02/01 900
1/23/01 15000
1/31/01 5000
3/27/01 7000
5/08/01 300
5/11/01 3500
5/25/01 4000
6/12/01 100
6/15/01 5000
6/29/01 3000
7/11/01 500
7/16/01 1300
7/19/01 3400
7/20/01 3600
7/23/01 400
7/24/01 100
7/25/01 400
7/26/01 1000
7/27/01 19800
7/30/01 11400
10/01/01 7500
10/23/01 4000
10/24/01 2200
10/26/01 4100
10/30/01 1000
10/31/01 1000
The funds used by the Trust to purchase the above-listed shares were
provided by the Trust's cash on hand, from intertrust advances from related
trusts, and from margin borrowings under a cash management account maintained by
the Trust with Merrill Lynch, Pierce, Fenner & Smith Incorporated, which margin
loans aggregated $25,875,217.00 as of December 10, 2001.
ALFRED G. ALDRIDGE, JR.
- ------------------------------------------------------------------------------
Date Number of Shares Purchased
9/26/01 50
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RICHARD I. BARR
- -------------------------------------------------------------------------------
Date Number of Shares Purchased
9/26/01 50
- -------------------------------------------------------------------------------
JOEL W. LOONEY
- -------------------------------------------------------------------------------
Date Number of Shares Purchased
10/1/01 100
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If you have any questions concerning this proxy statement or need help
voting your shares, please call:
[Logo]
156 Fifth Avenue
New York, New York 10010
email: proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or Toll Free: (800) 322-2885
PROXY
APPENDIX 1
PROXY CARD
THIS PROXY IS SOLICITED BY THE ERNEST HOREJSI TRUST NO. 1B
Proxy for the January 23, 2002 Special
Meeting of Shareholders of USLIFE Income Fund, Inc.
The undersigned holder of shares of common stock of USLIFE Income Fund, Inc., a
Maryland corporation (the "Fund"), hereby appoints Stewart R. Horejsi, Stephen
C. Miller and Nicole Murphey, and each of them, as attorneys and proxies for the
undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of common stock
that the undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held in Meeting Room 1 of The Variable Annuity Life Insurance
Company, Plaza Level, The Woodson Tower, 2919 Allen Parkway, Houston, Texas
77019, on Wednesday, January 23, 2002 at 10:00 a.m., local time, and any
adjournments or postponements thereof. The undersigned hereby acknowledges
receipt of the proxy statement of the Trust 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.
THIS PROXY IS CONTINUED ON THE REVERSE.
Please Sign and Date Your Proxy Card on the Reverse and Return Today.
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PROXY
Important: Please indicate your vote by an "X" in the appropriate box below.
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 Proposal below.
Proposal: Election of the following five nominees as Directors: Alfred G.
Aldridge, Jr., Richard I. Barr, Susan Ciciora, Joel W. Looney and Stephen C.
Miller
[ ] FOR [ ] WITHHOLD
You may withhold authority to vote for any individual nominee or
nominees by marking the FOR box and striking out the name of any
such nominee.
The Trust recommends that the shareholders vote FOR the Proposal.
Signature(s) _______________ Date ___________
Title (if applicable) __________________________
Important: Please sign exactly as appears hereon or
on the proxy card previously sent to you. When
shares are held by joint tenants, both should sign.
When signing as an attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by the President or other
duly authorized officer. If a partnership, please
sign in partnership name by authorized person.
Please Sign, Date and Return this Proxy Card Promptly.
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Instructions for Voting Your Proxy
Shareholders of record of USLIFE Income Fund, Inc. have four alternative ways
of voting their proxies:
o By Telephone (using a touch-tone telephone)
o By Fax (using facsimile)
o Through the Internet (using a browser)
o By Mail (using the enclosed envelope)
Your telephone, fax or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you had mailed your proxy card. We encourage you
to use these cost effective and convenient ways of voting, 24 hours a day, 7
days a week.
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TELEPHONE VOTING
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Available only until 5:00 p.m., Eastern Standard time, on January 22, 2002.
o On a touch tone telephone, call Toll Free 1-877-816-0835, 24 hours a day, 7
days a week o You will be asked to enter ONLY the Control Number shown below o
Have your proxy card ready, then follow these instructions o Your vote will be
confirmed and cast as you directed
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FAX VOTING
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o Simply fax your completed and signed proxy card (both front and back
sides) to 1-212-440-9009
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INTERNET VOTING
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Available only until 5:00 p.m., Eastern Standard time, on January 22, 2002.
o Visit the Internet voting Website at http//proxy.georgeson.com o Enter the
Company Number and Control Number shown below and follow the instructions on
your screen o You will incur only your usual Internet charges
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VOTING BY MAIL
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o Simply sign and date your proxy card and return it in the postage-paid
envelope
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COMPANY NUMBER CONTROL NUMBER
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TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE