<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Rule 14a-11(c) or Rule 14a-12
PAX WORLD GROWTH 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:
-----------------------------------------------------------------------
<PAGE>
<TABLE>
<S> <C> <C>
/ / 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 no.:
-----------------------------------------------------------------------
(3) Filing party:
-----------------------------------------------------------------------
(4) Date filed:
-----------------------------------------------------------------------
</TABLE>
<PAGE>
PAX WORLD GROWTH FUND, INC.
-------------
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
----------------
THURSDAY, JUNE 10, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
President's Letter........................................................ 1
Notice of Annual Meeting.................................................. 2
Proxy Statement........................................................... 3
Proposal A -- To Elect a Board of Six Directors........................... 5
Proposal B -- To Ratify the Selection of Pannell Kerr Forster PC as
Independent Public Accountants of the Fund.................. 9
Other Business............................................................ 9
Expenses of Proxy Solicitation............................................ 10
Additional Information.................................................... 10
</TABLE>
<PAGE>
PAX WORLD GROWTH FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801-3853
To the Pax World Growth Fund Shareholders:
As an investor in the Pax World Growth Fund, Inc. (the "Fund"), you are
cordially invited to attend the annual meeting (the "Meeting") of shareholders
of the Fund (the "Shareholders") to be held at 9:45 a.m. on Thursday, June 10,
1999 at the State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110. The purpose of the Meeting is for the Shareholders (i) to elect a Board
of six Directors, each to hold office until the next Annual Meeting of
Shareholders of the Fund or until a successor shall have been chosen and shall
have qualified, (ii) to ratify the selection by the Board of Directors of
Pannell Kerr Forster PC as the independent public accountants of the Fund for
the year ending December 31, 1999 and (iii) to transact such other business as
may properly come before the Meeting.
In this regard, enclosed are (1) a Notice of Meeting, (2) a Proxy Statement
that describes the proposals that will be submitted to shareholders for approval
at the Meeting, and (3) a Proxy.
Although we look forward to seeing you at the Meeting, if you cannot attend
the Meeting, we ask that you complete, sign, date and return the accompanying
Proxy as soon as possible in the enclosed postage-paid envelope. These proposals
are important and your vote is greatly appreciated.
Sincerely,
[SIGNATURE]
THOMAS W. GRANT, PRESIDENT
Pax World Growth Fund, Inc.
April 16, 1999
<PAGE>
PAX WORLD GROWTH FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801-3853
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 10, 1999
----------------
Notice is hereby given that the annual meeting (the "Meeting") of the
shareholders of Pax World Growth Fund, Inc. (the "Fund") will be held at 9:45
a.m. on Thursday, June 10, 1999 at the State Street Bank and Trust Company, 225
Franklin Street, Boston, MA 02110 for the following purposes:
(A) To elect a Board of six Directors, each to hold office until the next
Annual Meeting of the Shareholders of the Fund or until a successor
shall have been chosen and shall have qualified;
(B) To ratify the selection by the Board of Directors of Pannell Kerr
Forster PC as the independent public accountants of the Fund for the
year ending December 31, 1999;
(C) To transact such other business as may properly come before such Meeting
or any adjournment thereof.
The close of business on April 14, 1999 has been fixed as the record date
for the determination of shareholders of the Fund entitled to notice of and to
vote at the Meeting and any adjournment or adjournments thereof. Only
shareholders of record at the close of business on such date are entitled to
notice of, and to vote at, the Meeting and any adjournment or adjournments
thereof.
By Order of the Board of Directors
[SIGNATURE]
LEE D. UNTERMAN, SECRETARY
April 16, 1999
Portsmouth, NH
IF YOU CANNOT ATTEND THE MEETING, PLEASE COMPLETE,
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
2
<PAGE>
PAX WORLD GROWTH FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801-3853
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Pax World Growth Fund, Inc. (the "Fund") of proxies to be
used at the Annual Meeting of Shareholders to be held at 9:45 a.m. on Thursday,
June 10, 1999 at the State Street Bank and Trust Company, 225 Franklin Street,
Boston, MA 02110, and at any adjournment or adjournments thereof (the
"Meeting"), for the purposes set forth in the accompanying notice.
Shareholders of record at the close of business on April 14, 1999, the
record date, are entitled to notice of and to vote at the Meeting. As of such
date, there were 1,230,778.249 shares of Common Stock of the Fund issued and
outstanding, the holders of which are entitled to one vote per share on all
matters brought before the Meeting. If you were a Shareholder as of said date,
you will be entitled to vote at the Meeting and your presence is desired. IF,
HOWEVER, YOU CANNOT BE PRESENT, THE MANAGEMENT REQUESTS THAT YOU COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY FOR THIS PURPOSE IN ORDER TO INSURE A
QUORUM AT THE MEETING.
Representatives of Pannell Kerr Forster PC, the Company's independent public
accountants, are expected to be present at the Annual Meeting. They will have
the opportunity to make a statement at the meeting if they desire to do so and
are expected to be available to respond to appropriate questions.
The persons named in the accompanying proxy, if properly executed and
returned and unless revoked, will vote the same for Proposals A, B and C as
indicated herein, unless the proxy contains contrary directions, in which case
the proxy will be voted as directed. If a proxy is executed and returned without
indicating any voting instructions, the shares of the Fund represented by the
proxy will be voted FOR Proposals A, B and C. Any shareholder of the Fund giving
a proxy prior to the Meeting may revoke it either by attending the Meeting and
voting his or her shares in person or by delivering to the Fund at the above
address prior to the date of the Meeting a letter of revocation or a later dated
proxy. In the event that the number of shares of the Fund represented at the
meeting of Shareholders on June 10, 1999 in person or by proxy is less than a
majority of the number of shares of the Fund issued and outstanding on the
record date, the persons named in the accompanying proxy will vote FOR an
adjournment of such meeting if a majority of the number of shares of the Fund
represented in person or by
3
<PAGE>
proxy at such meeting voted FOR any of the Proposals, and otherwise, will vote
AGAINST an adjournment of such meeting.
This Proxy Statement has been mailed pursuant to instructions from the
executive offices of the Fund located at Portsmouth, New Hampshire and has been
sent through its transfer agent, PFPC, Inc. The Fund's Annual Report for the
fiscal year which ended December 31, 1998 has already been mailed to
Shareholders. Shareholders that desire an additional copy of the Annual Report
may obtain it without charge by writing to the Fund at 222 State Street,
Portsmouth, NH 03801-3853, telephoning the Fund at 1-800-767-1729, visiting the
Fund's web site at HTTP://WWW.PAXFUND.COM or visiting the Securities and
Exchange Commission's web site at HTTP://WWW.SEC.GOV for such purpose.
As of the record date, no Shareholder, to the knowledge of the Fund, owned
of record or beneficially more than 5% of the outstanding shares of Common Stock
of the Fund.
IF YOU CANNOT ATTEND THE MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
AS PROMPTLY AS POSSIBLE.
4
<PAGE>
PROPOSAL A -- TO ELECT A BOARD OF SIX DIRECTORS
------------------
The purpose of this proposal is to elect a Board of Directors of the Fund.
Pursuant to the provisions of the By-laws of the Fund, the Board of Directors
has determined that the number of Directors shall be fixed at six. It is
intended that the accompanying proxy will be voted for the election as Directors
of the six nominees listed below, unless such authority has been withheld in the
proxy, in which case the proxy will be voted as indicated thereon. In the
election of Directors, those six nominees receiving the highest number of votes
cast at the Meeting, providing a quorum is present, shall be elected.
All of the nominees named below are currently Directors of the Fund and have
served in that capacity continuously since originally elected or appointed. If
elected, each nominee will serve until the next Annual Meeting of Shareholders
of the Fund or until their successor shall have been chosen and shall have
qualified or as otherwise provided in the By-laws of the Fund.
<TABLE>
<CAPTION>
APPROXIMATE FUND
SHARES OWNED
BENEFICIALLY
DIRECTOR AND/OR OF RECORD
NAME, AGE, ADDRESS AND PRINCIPAL OCCUPATION SINCE ON APRIL 14, 1999
- -------------------------------------------------- -------- -------------------
<S> <C> <C>
CARL H. DOERGE, JR., age 60, 867 Remsen Lane, 1997 2,356.000
Oyster Bay, NY 11771, has been a private investor
since 1995. Prior to that, Mr. Doerge was an
Executive Vice President and Managing Director of
Smith Barney for approximately twenty-four years.
Mr. Doerge is also a member of the Board of
Directors of Pax World Fund, Incorporated.
*THOMAS W. GRANT, age 57, 14 Wall Street, New 1997 236.000
York, NY 10005, is the President of the Fund, as
well as the Vice Chairman of the Board and
President of Pax World Fund, Incorporated, the
President of Pax World Money Market Fund, Inc.,
the President of Pax World Management Corp., the
Fund's adviser (the "Adviser"), and the President
of H.G. Wellington & Co., Inc., the Fund's Sub-
Adviser (the "Sub-Adviser"). Mr. Grant has been
associated with the Sub-Adviser since 1991 and
served previously with the firm of Fahnestock &
Co. for twenty-six years as a
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
APPROXIMATE FUND
SHARES OWNED
BENEFICIALLY
DIRECTOR AND/OR OF RECORD
NAME, AGE, ADDRESS AND PRINCIPAL OCCUPATION SINCE ON APRIL 14, 1999
- -------------------------------------------------- -------- -------------------
<S> <C> <C>
partner, managing director and senior officer. His
duties encompassed branch office management,
corporate finance, syndications and municipal and
corporate bonds. Mr. Grant is a graduate of the
University of North Carolina (BA).
JOHN L. KIDDE, age 64, c/o KDM Development 1997 661.001
Corporation, Suite 5-D, 209 Cooper Avenue, Upper
Montclair, NJ 07043, is the President of KDM
Development Corporation and has been associated
with that company since 1988.
JOY L. LIECHTY, age 45, 1403 Ashton Court, 1997 413.912
Goshen, IN 46526, is a Client and Sales Advocate
with the Mennonite Mutual Aid Association in
Goshen, Indiana. Ms. Liechty has been associated
with that organization since 1980, serving as the
Manager of Client Services from 1980 to 1989. Ms.
Liechty is also a member of the Board of Directors
of Pax World Fund, Incorporated.
*+LAURENCE A. SHADEK, age 49, 14 Wall Street, 1997 2,000.000
New York, NY 10005, the Chairman of the Board of
Directors of the Fund, is also the Chairman of the
Board of Pax World Fund, Incorporated, an
Executive Vice President of Pax World Money Market
Fund, Inc., the Chairman of the Board of the
Adviser, and an Executive Vice-President of the
Sub-Adviser. Mr. Shadek, together with members of
his family, owns all of the outstanding shares of
capital stock of the Adviser and a 26.67% interest
in the Sub-Adviser. Mr. Shadek has been associated
with the Sub-Adviser since March 1986 and was
previously associated with Stillman, Maynard &
Co., where he was a general partner. Mr. Shadek's
investment experience includes twelve years as a
limited partner and Account Executive with the
firm Moore &
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
APPROXIMATE FUND
SHARES OWNED
BENEFICIALLY
DIRECTOR AND/OR OF RECORD
NAME, AGE, ADDRESS AND PRINCIPAL OCCUPATION SINCE ON APRIL 14, 1999
- -------------------------------------------------- -------- -------------------
<S> <C> <C>
Schley. Mr. Shadek is a graduate of Franklin &
Marshall College (BA) and New York University,
School of Graduate Business Administration (MBA).
NANCY S. TAYLOR, age 43, 5298 N. Riffle Way, 1997 1,441.549
Boise, ID 83703, is a Senior Minister with the
First Congregational Church in Boise, Idaho and
has been associated with that organization since
1992. Prior to that, Ms. Taylor was an Associate
Minister with the Immanuel Congregational Church
in Hartford, Connecticut for approximately five
years. Ms. Taylor is also a member of the Board of
Directors of Pax World Fund, Incorporated.
</TABLE>
- ------------------
* "Interested person", as defined by the Investment Company Act of 1940, as
amended.
+ "Controlling person" of the Adviser.
The Fund currently pays each non-officer Director a fee of $1,000.00, and
each officer Director a fee of $300.00, for attendance at each meeting of the
Board of Directors of the Fund, plus reimbursement for travel expenses incurred
in connection with attending such meetings. Other than the foregoing amounts,
none of the members of the Board of Directors of the Fund receives compensation
from the Fund for services performed as members of the Board of Directors of the
Fund. Director's fees paid by Pax World Fund, Incorporated, the Fund and Pax
World Money Market Fund, Inc. in 1998 and travel expenses reimbursed by Pax
World Fund, Incorporated, the Fund and Pax World Money Market Fund, Inc. in 1998
to members of the Board of Directors are as follows:
<TABLE>
<CAPTION>
PAX WORLD FUND, PAX WORLD GROWTH PAX WORLD MONEY
INCORPORATED FUND, INC. MARKET FUND, INC.
--------------- ----------------- -----------------
<S> <C> <C> <C>
Mr. Carl H. Doerge, Jr. $ 2,527.10 $ 3,267.82 Not Applicable
Mr. Thomas W. Grant $ 3,824.71 $ 1,614.13 $0
Ms. Joy L. Liechty $ 7,122.03 $ 4,498.70 Not Applicable
Mr. Laurence A. Shadek $ 2,396.30 $ 1,540.12 $0
Ms. Nancy S. Taylor $ 7,105.32 $ 4,345.04 Not Applicable
</TABLE>
All of the issued and outstanding shares of capital stock of the Adviser are
currently owned by Mr. Laurence A. Shadek and his three siblings,
7
<PAGE>
Messrs. Thomas F. Shadek and James M. Shadek and Ms. Katherine Shadek Boyle. In
addition, the Shadek family has a twenty-six and sixty-seven one hundredths
percent (26.67%) ownership interest in the Sub-Adviser, which is a division of
the brokerage firm which the Fund may utilize to execute security transactions.
Brokerage commissions paid by the Fund to the Sub-Adviser during the period July
9, 1997 (the date investment operations commenced) to December 31, 1997 and 1998
totaled $7,700 and $20,799, respectively (30.9% and 31.1%, respectively, of
total commissions for the period and 1998). Thomas W. Grant, the President of
the Sub-Adviser, has less than a 5% ownership interest in the Sub-Adviser.
The Board of Directors of the Fund held a total of four (4) meetings during
the year ended December 31, 1998. The Board has an Audit Committee consisting of
Mr. Carl H. Doerge, Jr. and Ms. Nancy S. Taylor and an Investment Committee
consisting of Messrs. Laurence A. Shadek, Thomas W. Grant and Robert P. Colin
(Portfolio Manager of the Fund). The Audit Committee has responsibility for
overseeing the establishment and maintenance of an effective financial control
environment, for overseeing the procedures for evaluating the system of internal
accounting control and for evaluating audit performance. The Investment
Committee has the responsibility of overseeing the investments of the Fund. The
Fund has no nominating committee or other standing committee. The Audit
Committee held one (1) meeting during the year and the Investment Committee held
two (2) meetings during the year. Each director attended all of the meetings of
the Board of Directors and the committee upon which they served.
Along with those Officers and Directors mentioned above, the following
individuals are also Officers of the Fund.
<TABLE>
<CAPTION>
NAME, AGE, ADDRESS AND PRINCIPAL OCCUPATION POSITION
- ---------------------------------------------------------- ---------------------
<S> <C>
ANITA D. GREEN, age 34, c/o Pax World Management Corp., Assistant Treasurer
222 State Street, Portsmouth, NH 03801-3853, serves as (since 1997)
Manager-Shareholder Services for the Pax World Fund Family
and Pax World Management Corp. (1990-present). Ms. Green
is also Co-Treasurer of the Pax World Fund, Incorporated
(1998-present).
JAMES M. SHADEK, age 46, 14 Wall Street, New York, NY Treasurer (since
10005*, serves as an Account Executive at H.G. Wellington 1997)
& Co., Inc. (1986-present) and Senior Vice President for
Social Research at Pax World Management Corp.
(1996-present).
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE, ADDRESS AND PRINCIPAL OCCUPATION POSITION
- ---------------------------------------------------------- ---------------------
<S> <C>
JANET LAWTON SPATES, age 29, c/o Pax World Management Assistant Treasurer
Corp., 222 State Street, Portsmouth, NH 03801-3853, serves (since 1997)
as Operations Manager for the Pax World Fund Family and
Pax World Management Corp. (1992-present). Ms. Spates also
serves as Co-Treasurer to the Pax World Fund, Incorporated
(1998-present)
LEE D. UNTERMAN, age 48, c/o Bresler, Goodman & Secretary (since
Unterman, LLP, 521 Fifth Avenue, New York, NY 10175 is a 1997)
Partner at the law firm of Bresler Goodman & Unterman,
LLP, New York, NY (1997-present) and was a Partner at the
law firm of Broudy & Jacobson, New York, NY (1988-1997).
Mr. Unterman also serves as Secretary to the Pax World
Fund, Incorporated (1997-present).
</TABLE>
- ------------------
* Designates an "Interested" officer or director, as defined in the Investment
Company Act, by reason of his or her affiliation with the Adviser.
PROPOSAL B -- TO RATIFY THE SELECTION OF PANNELL KERR FORSTER PC AS INDEPENDENT
PUBLIC ACCOUNTANTS OF THE FUND
------------------
The Board of Directors has unanimously approved the selection of Pannell
Kerr Forster PC ("PKF") as the independent public accountants of the Fund for
the fiscal year ending December 31, 1999 and hereby seeks shareholder
ratification of such selection. PKF has advised the Fund that neither PKF nor
any of its members has, or has had since the inception of the Fund, any
financial interest in the Fund or any relation to the Fund other than their
duties as auditors and accountants. Representatives of PKF are expected to be
present at the Meeting, will be given the opportunity to make a statement if
they so desire and are expected to be available to respond to appropriate
questions.
OTHER BUSINESS
The Directors of the Fund are not aware of any other business to be acted
upon at the Meeting other than described herein. It is not anticipated that
other matters will be brought before the Meeting. If, however, other matters are
duly brought before the Meeting, or any adjournments thereof, the persons
appointed as proxies will have discretion to vote or act thereon according to
their best judgment.
9
<PAGE>
EXPENSES OF PROXY SOLICITATION
The cost of the Meeting, including the solicitation of proxies, will be
borne by the Fund. The proposed solicitation of proxies will be made by mail but
supplemental solicitations may be by mail, telephone, or telegraph personally by
shareholder service representatives and/or officers of the Fund who will not be
additionally compensated for providing such services. It is anticipated that the
cost for such supplemental solicitations, if any, would be nominal. The Fund
will forward to any record owners proxy materials for any beneficial owner that
such record owners may request.
ADDITIONAL INFORMATION
The officers of the Fund are responsible for the day-to-day operations of
the Fund and the Board of Directors of the Fund is responsible for the general
policy of the Fund; Pax World Management Corp., 222 State Street, Portsmouth, NH
03801-3853 is the adviser to the Fund; the Fund's shares are distributed through
a distribution expense plan maintained by the Fund pursuant to Rule 12b-1 of the
Act; and H.G. Wellington & Co., Inc., 14 Wall Street, New York, NY 10005, serves
as distributor of the Fund's shares and, for nominal consideration and as agent
for the Fund, solicits orders for the purchase of Fund shares, provided,
however, that orders are not binding on the Fund until accepted by the Fund as
principal.
10
<PAGE>
PAX WORLD GROWTH FUND, INC.
C/O PFPC, INC.
P.O. BOX 9426
WILMINGTON, DE 19899
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 10, 1999
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF PAX WORLD GROWTH FUND, INC.
The undersigned hereby appoints Laurence A. Shadek and/or Lee D.
Unterman as Proxies, each with full powers to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of common stock of Pax World Growth Fund, Inc. held on record by
the undersigned on April 14, 1999, at the annual meeting of shareholders
to be held on Thursday, June 10, 1999 or at any adjournment or
adjournments thereof.
NOTE: Please sign exactly as name appears on
this ballot. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such. If a
corporation, please sign in full corporate name
by President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person. Do not indicate address
corrections, registration changes or any other
information on this card.
_____________________________________________
Signature(s) of Shareholder(s)
_____________________________________________
Signature(s) of Shareholder(s)
_____________________________________________
Dated:
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>
PAX WORLD GROWTH FUND, INC.
ANNUAL SHAREHOLDERS MEETING - JUNE 10, 1999
PROPOSAL(S)
A. To elect the following six nominees as Directors of the Fund:
Carl H. Doerge, Jr.; Thomas W. Grant; John L. Kidde; Joy L. Liechty;
Laurence A. Shadek; and Nancy S. Taylor
[ ] FOR all nominees
[ ] Vote WITHHELD for all nominees
[ ] FOR all nominees (except as noted to the contrary):
To withhold authority to vote for any individual nominee(s), write the
name(s) of such nominee(s) on the line below:
________________________________________________________
B. To ratify the selection of Pannell Kerr Forster PC as the independent public
accountants of the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
C. In their discretion, on all other business that may properly come before the
Meeting and any adjournment or adjournments thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please sign on the reverse side
THIS PROXY WILL BE VOTED AS SPECIFIED.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ADOPTION OF ALL PROPOSALS AS SAID PROXIES, AND EACH OF THEM,
MAY DETERMINE.
