Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
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 Section 240.14a-11(c) or Section
240.14a-12
GLOBAL PARTNERS INCOME FUND INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(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:
.......................................................
GLOBAL PARTNERS INCOME FUND INC.
7 WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 13, 1998
To the Stockholders:
The Annual Meeting of Stockholders of Global Partners Income Fund Inc. (the
'Fund') will be held at 7 World Trade Center, New York, New York, in the
Downtown Conference Center, on Thursday, December 10, 1998, at 10:30 a.m., New
York time, for the purposes of considering and voting upon:
1. The election of directors (Proposal 1).
2. The ratification of the selection of PricewaterhouseCoopers LLP as
the independent accountants of the Fund for the fiscal year ending August
31, 1999 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on November 10, 1998 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting.
By Order of the Board of Directors,
CHRISTINA T. SYDOR
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
SMALL YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURE
- -------------------------------------------------------- --------------------------------
CORPORATE ACCOUNTS
(1) ABC Corp. .......................................... ABC Corp.
(2) ABC Corp. .......................................... John Doe, Treasurer
(3) ABC Corp. .......................................... John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan....................... John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust........................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee................................ Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. ............................... John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith....................................... John B. Smith, Jr., Executor
GLOBAL PARTNERS INCOME FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Global Partners Income Fund Inc. (the 'Fund') of proxies
to be used at the Annual Meeting of Stockholders of the Fund to be held at 7
World Trade Center, New York, New York, in the Downtown Conference Center, on
Thursday, December 10, 1998 at 10:30 a.m., New York time, (and at any
adjournment or adjournments thereof) for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This proxy statement and
the accompanying form of proxy are first being mailed to stockholders on or
about November 13, 1998. Stockholders who execute proxies retain the right to
revoke them in person at the Annual Meeting or by written notice received by the
Secretary of the Fund at any time before they are voted. Unrevoked proxies will
be voted in accordance with the specifications thereon and, unless specified to
the contrary, will be voted FOR the election of directors and FOR proposal 2.
The close of business on November 10, 1998 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
Meeting. Each stockholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. On the record
date there were 14,604,845 shares of Common Stock outstanding.
In the event that a quorum is not present at the Annual Meeting, or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to a date not more than 120 days after the original
record date to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares represented at the
Meeting in person or by proxy. The persons named as proxies will vote those
proxies which they are entitled to vote FOR or AGAINST any such proposal in
their discretion. A stockholder vote may be taken on one or more of the
proposals in this proxy statement prior to any such adjournment if sufficient
votes have been received for approval. Under the By-Laws of the Fund, a quorum
is constituted by the presence in person or by proxy of the holders of record of
a majority of the outstanding shares of Common Stock of the Fund entitled to
vote at the Meeting.
Salomon Brothers Asset Management Inc ('SBAM'), whose principal business
address is 7 World Trade Center, New York, New York 10048, is the Fund's
investment adviser.
Value Advisors LLC ('Value Advisors'), whose principal business address is
800 Newport Center Drive, Suite 100, Newport Beach, California 92660, is the
Fund's investment manager.
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect two Class I Directors and one Class III
Director, to hold office until the year 2001 and 2000 Annual Meeting of
Stockholders, respectively, or thereafter when their respective successors are
elected and qualified. The terms of office of the other Class III Director and
the Class II Directors expire at the Annual Meetings of Stockholders in 2000 and
1999, respectively, or thereafter in each case when their respective successors
are elected and qualified. The effect of
these staggered terms is to limit the ability of other entities or persons to
acquire control of the Fund by delaying the replacement of a majority of the
Board of Directors.
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominees
named below. Each of the nominees is currently a member of the Board of
Directors of the Fund and each nominee except Mr. McLendon has previously been
elected a director by stockholders of the Fund. Each nominee has indicated that
he will serve if elected, but if any nominee should be unable to serve, the
proxy will be voted for any other person determined by the persons named in the
proxy in accordance with their judgement. Michael S. Hyland and Thomas W. Brock,
both directors during the fiscal year ended August 31, 1998, resigned as
Directors on November 28, 1997 and March 31, 1998, respectively. Mr. Hyland
resigned as President of the Fund on November 28, 1997. The Fund represents that
neither Mr. Hyland nor Mr. Brock resigned as a result of any disagreement with
management in connection with the management of the Fund's affairs.
The following table provides information concerning each nominee for
election as a director:
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
AUGUST 31, 1998
DIRECTOR -------------------
NOMINEES AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES (A)
- ----------------------------------------------------------------------------------- -------- --- -------------------
NOMINEES TO SERVE UNTIL THE YEAR 2001 ANNUAL MEETING OF STOCKHOLDERS
CLASS I DIRECTORS
Charles F. Barber, Member of Audit Committee; Consultant; formerly, Chairman of the 1993 81 1,000
Board, ASARCO Incorporated.
Dr. Riordan Roett, Member of Audit Committee; Professor and Director, Latin 1995 61 -0-
American Studies Program, Paul H. Nitze School of Advanced International
Studies, Johns Hopkins University.(B)
NOMINEE TO SERVE UNTIL THE YEAR 2000 ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTOR
Heath B. McLendon*, Co-Chairman; Managing Director, Salomon Smith Barney Inc., 1998 65 215
President and Director, Mutual Management Corp. and Travelers Investment
Adviser, Inc.; Chairman of Smith Barney Strategy Advisers Inc. Prior to July
1993, Senior Executive Vice President of Shearson Lehman Brothers Inc., Vice
Chairman of Shearson Asset Management.
2
The following table provides information concerning the remaining directors
of the Fund:
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
AUGUST 31, 1998
DIRECTOR -------------------
NAMES AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES (A)
- ----------------------------------------------------------------------------------- -------- --- -------------------
DIRECTORS TO SERVE UNTIL THE YEAR 2000 ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTORS
Jeswald W. Salacuse, Member of Audit Committee; Henry J. Braker Professor of 1993 61 200
Commercial Law and formerly Dean, The Fletcher School of Law & Diplomacy,
Tufts University.
DIRECTORS TO SERVE UNTIL THE YEAR 1999 ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS
William D. Cvengros*, Co-Chairman; Chief Executive Officer, President and Member of 1997 50 -0-
the Board of Value Advisors and Chief Executive Officer and President of PIMCO
Advisors.
Leslie H. Gelb, Member of the Audit Committee; The Council on Foreign Relations; 1994 61 -0-
formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The
New York Times.
* 'Interested person' as defined in the Investment Company Act of 1940, as
amended (the '1940 Act'), because of a relationship with SBAM or Value
Advisors.
(A) The holdings of no nominee represented more than 1% of the outstanding
shares of the Fund. Each nominee has sole voting and investment power with
respect to the listed shares.
(B) Dr. Roett also served as a director of the Fund from February 1994 through
June 1994.
Mr. McLendon also serves as a director for nine other investment companies
advised by SBAM, six investment companies advised by Value Advisors and SBAM,
forty-two investment companies managed and/or administered by Mutual Management
Corp., six investment companies advised by Travelers Investment Management
Company and seven investment companies managed by Travelers Asset Management
International Corporation. Mr. Barber also serves as a director for five other
investment companies co-advised by Value Advisors and SBAM, sixteen investment
companies advised by SBAM and its affiliates, two investment companies advised
by Advantage Advisers Inc., and two investment companies advised by CIBC Wood
Gundy Securities Corp. ('CIBC'). Mr. Cvengros also serves as a director for five
other investment companies co-advised by Value Advisors and SBAM. Dr. Roett also
serves as a director for five other investment companies co-advised by Value
Advisors and SBAM and four investment companies solely advised by SBAM. Messrs.
Gelb and Salacuse serve as directors of three other investment companies
co-advised by Value Advisors and SBAM. Mr. Salacuse also serves as a director of
four investment companies advised solely by SBAM, four investment companies
advised by Value Advisors and OpCap Advisors and two other investment companies
advised by CIBC.
At August 31, 1998, directors and officers of the Fund, as a group, owned
beneficially less than 1% of the outstanding shares of the Fund. No person owned
of record, or to the knowledge of management, owned beneficially more than 5% of
the Fund's outstanding shares at that date, except that Cede & Co., a nominee
for participants in Depository Trust Company, held of record 13,305,369 shares,
equal to approximately 91% of the outstanding shares of the Fund.
3
The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Messrs. McLendon and Cvengros, the present executive
officers of the Fund are:
OFFICER
NAME OFFICE AGE SINCE
- --------------------------------- ----------------------------------- --- -------
Stephen J. Treadway President 50 1997
Peter J. Wilby Executive Vice President 39 1994
Thomas K. Flanagan Executive Vice President 45 1994
Beth A. Semmel Executive Vice President 38 1996
Newton B. Schott, Jr. Executive Vice President 55 1997
Lewis E. Daidone Executive Vice President and 40 1998
Treasurer
Christina T. Sydor Secretary 46 1998
Mr. Treadway has also served as an Executive Vice President of PIMCO
Advisors and as Chairman and President of PIMCO Funds Distributors LLC ('PFD')
and its predecessor since May 1996 and as an Executive Vice President of Value
Advisors since November 1997. Prior to May 1996, Mr. Treadway was employed by
Salomon Smith Barney Inc. ('Salomon Smith Barney') for more than 18 years,
serving in various senior officer positions. Mr. Wilby has been a Managing
Director of SBAM and Salomon Smith Barney since January 1996. Prior to January
1996, he was a Director of SBAM and Salomon Smith Barney. Mr. Flanagan has also
been a Director of SBAM and Salomon Smith Barney since January 1996. Prior to
January 1996, he was a Vice President of SBAM and Salomon Smith Barney. Ms.
Semmel has also been a Director of SBAM and Salomon Smith Barney since January
1996. Mr. Schott has also served as Senior Vice President of Value Advisors
since November 1997. He also currently serves as the Executive Vice President,
Chief Administrative Officer, Secretary, and General Counsel to PFD and has held
such positions or other senior officer positions in PFD since May 1990. From
November 1994 to December 1996, Mr. Schott served as Senior Vice President-Legal
and Secretary to PIMCO Advisors, PFD's parent company. In addition, since
November 1994, Mr. Schott has served as Secretary and General Counsel for
Columbus Circle Investors. Mr. Daidone and Ms. Sydor serve as Managing Directors
of Salomon Smith Barney. Mr. Daidone is Director and Senior Vice President of
Mutual Management Corp. and Travelers Investment Adviser, Inc. and Ms. Sydor is
General Counsel of Mutual Management Corp.
The Fund's Audit Committee is composed of Messrs. Barber, Gelb, Roett and
Salacuse. The principal functions of the Audit Committee are to recommend to the
Board the appointment of the Fund's independent accountants, to review with the
independent accountants the scope and anticipated cost of their audit and to
receive and consider a report from the independent accountants concerning their
conduct of the audit, including any comments or recommendations they might want
to make in that connection. This Committee met once during the year ended
August 31, 1998. The Fund has no nominating or compensation committees.
During the fiscal year ended August 31, 1998, the Board of Directors met
nine times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committee on which he serves.
Under federal securities law, the Fund is required to provide to
stockholders in connection with the Annual Meeting information regarding
compensation paid to directors by the Fund, as well as by the various
4
other investment companies advised by Value Advisors and/or SBAM. The following
table provides information concerning the compensation paid during the fiscal
year ended August 31, 1998 to each director of the Fund. Each of the directors
listed below are members of the Audit Committee of the Fund and audit and other
committees of certain other investment companies advised by Value Advisors
and/or SBAM, and, accordingly, the amounts provided in the table include
compensation for service on such committees. Please note that the Fund does not
provide any pension or retirement benefits to directors. In addition, no
remuneration was paid during the fiscal year ended August 31, 1998 by the Fund
to Messrs. McLendon and Cvengros who, are interested persons as defined under
the 1940 Act.
TOTAL COMPENSATION
FROM OTHER FUNDS
AGGREGATE CO-ADVISED BY TOTAL COMPENSATION
COMPENSATION VALUE ADVISORS FROM OTHER FUNDS
NAME OF NOMINEE FROM FUND AND SBAM ADVISED BY SBAM TOTAL COMPENSATION
- ---------------------------- ------------ ------------------ ------------------ ------------------
DIRECTORSHIPS (A) DIRECTORSHIPS (A) DIRECTORSHIPS (A)
Charles F. Barber........... $9,250 $ 49,650(5) $ 78,815(16)* $148,715(22)*
Leslie H. Gelb.............. $9,250 $ 28,750(3) $ - 0 - $ 38,000(4)
Jeswald W. Salacuse......... $9,250 $ 27,350(3) $ 34,348(4) $ 70,948(8)
Dr. Riordan Roett........... $9,250 $ 49,650(5) $ 34,348(4) $ 93,248(10)
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
* Includes $11,000 in deferred compensation from six investment companies
advised by an affiliate of SBAM.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than ten percent of the Fund's Common Stock, Advantage and SBAM and
their respective directors and officers to file reports of ownership and changes
in ownership with the Securities and Exchange Commission and the New York Stock
Exchange, Inc. The Fund believes that all relevant persons have complied with
applicable filing requirements during the fiscal year ended August 31, 1998.
REQUIRED VOTE
Directors are elected by a plurality of the votes cast by the holders of
shares of Common Stock of the Fund present in person or represented by proxy at
a meeting with a quorum present. For purposes of the election of directors,
abstentions and broker non-votes will not be considered votes cast, and do not
affect the plurality vote required for directors.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected PricewaterhouseCoopers LLP
as independent accountants of the Fund for the year ending August 31, 1999. The
appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by PricewaterhouseCoopers LLP that at August 31, 1998
neither that firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of Price-
5
waterhouseCoopers LLP will be at the Meeting to answer questions concerning the
audit of the Fund's financial statements and will have an opportunity to make a
statement if he chooses to do so.
REQUIRED VOTE
Ratification of the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the shares of Common Stock of the Fund present in person or
represented by proxy at a meeting with a quorum present. For purposes of this
proposal, abstentions and broker non-votes will not be considered to be votes
cast for the foregoing purpose.
THE DIRECTORS, INCLUDING THE 'NON-INTERESTED' DIRECTORS, UNANIMOUSLY RECOM-
MEND THAT THE STOCKHOLDERS VOTE 'FOR' RATIFICATION OF THE SELECTION OF
INDEPENDENT
ACCOUNTANTS.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 1999
must be received by the Fund for inclusion in the Fund's proxy statement
relating to that meeting no later than July 16, 1999. Any stockholder who
desires to bring a proposal at the Fund's 1999 Annual Meeting of Stockholders
without including such proposal in the Fund's proxy statement must deliver
written notice thereof to the Secretary of the Fund (addressed to Global
Partners Income Fund Inc., 7 World Trade Center, New York, New York 10048)
during the period from September 11, 1999 to October 11, 1999.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended August 31, 1998 is available, free of charge, by writing to the Fund
c/o Salomon Brothers Asset Management Inc at the address listed on the front
cover, or by calling toll-free 1-888-777-0102.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM,
Value Advisors or their affiliates, or other representatives of the Fund or by
telephone or telegraph, in addition to the use of mails. Brokerage houses, banks
and other fiduciaries may be requested to forward proxy solicitation material to
their principals to obtain authorization for the execution of proxies, and will
be reimbursed by the Fund for out-of-pocket expenses incurred in this
connection.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
November 13, 1998
6
APPENDIX 1
PROXY CARD
GLOBAL PARTNERS INCOME FUND INC
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Heath B. McLendon, Lewis E. Daidone and
Robert A. Vegliante, and each of them, attorneys and proxies for the
undersigned, with full power of substitution and revocation to represent the
undersigned and to vote on behalf of the undersigned all shares of Global
Partners Income Fund Inc (the 'Fund') which the undersigned is entitled to vote
at the Annual Meeting of Stockholders of the Fund to be held at 7 World Trade
Center, New York, New York in the Downtown Conference Center, on Thursday,
December 10, 1998 at 10:30 a.m., and at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement 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, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES AS DIRECTORS AND FOR PROPOSAL 2.
PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS.
(CONTINUED ON REVERSE SIDE)
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
GLOBAL PARTNERS INCOME FUND INC
DECEMBER 10, 1998
Please Detach and Mail in the Envelope Provided
A [X] Please mark your
votes as in this
example.
FOR ALL Nominees
listed at right WITHHOLD
(except as marked authority to vote for all
to the contrary below). nominees listed at right
1. ELECTION [ ] [ ] Nominees: Charles F. Barber
OF Dr. Riordan Roett
DIRECTORS Heath B. McLendon
(INSTRUCTION: To withhold
the authority to vote for
any individual nominee(s)
write the name of the
nominee(s) on the line
below.)
- -------------------------------
FOR AGAINST ABSTAIN
2. The ratification of the selection of [ ] [ ] [ ]
PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the
fiscal year ending August 31, 1999.
3. Any other business that may properly come before the meeting.
4. I will be attending the meeting. [ ]
Please Complete, Sign and Date
hereon and Mail in Accompanying
Postpaid Envelope.
SIGNATURE ________________ DATE ________ SIGNATURE ________________ DATE _______
NOTE Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your
full title.