<PAGE>
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
THE SALOMON BROTHERS FUND INC
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
THE SALOMON BROTHERS FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 8, 1996
To the Stockholders:
The Annual Meeting of Stockholders of The Salomon Brothers Fund Inc (the
'Fund') will be held at 7 World Trade Center, 39th Floor Auditorium, New York,
New York, on Tuesday, April 23, 1996, at 1:00 p.m., for the purposes of
considering and voting upon:
1. The election of directors (Proposal 1).
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the fiscal year ending December 31,
1996 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on March 1, 1996 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,
Tana E. Tselepis
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.
<PAGE>
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
<PAGE>
THE SALOMON BROTHERS 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 The Salomon Brothers 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, 39th Floor Auditorium, New York, New York, on Tuesday, April 23,
1996 at 1:00 p.m. (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 March 8, 1996. The Fund's annual report containing
financial statements for the fiscal year ended December 31, 1995 is available,
free of charge, by contacting Salomon Brothers Asset Management at the address
listed below or by calling 1-800-SALOMON. 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 March 1, 1996 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 83,656,970 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 and administrator.
PROPOSAL 1: ELECTION OF DIRECTORS
At the meeting ten directors are to be elected to hold office until the
next Annual Meeting and until their successors are elected and qualified. Unless
authority is withheld, it is the intention of the persons named in the proxy to
vote the proxy FOR the election of the nominees named below. 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 judgment. Each nominee has
previously been elected a director by stockholders of the Fund.
<PAGE>
The following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
CAPITAL STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
DECEMBER 31, 1995
DIRECTOR -------------------
NOMINEES AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ---------------------------------------------------------------------- -------- --- -------------------
<S> <C> <C> <C>
Charles F. Barber, Member of Audit Committee; Consultant; formerly 1982 79 8,911
Chairman of the Board, ASARCO Incorporated.
Andrew L. Breech, Member of the Proxy Committee; President, Dealer 1991 43 2,426
Operating Control Service, Inc.
Thomas W. Brock*, Chairman and Chief Executive Officer, Salomon 1995 48 5,000
Brothers Asset Management Inc; Managing Director and Member of the
Management Board of Salomon Brothers Inc.
Carol L. Colman, Member of Audit Committee; President, Colman 1992 50 3,862
Consulting Co., Inc.; formerly Managing Partner of Inferential
Focus.
William R. Dill, Member of Nominating Committee; President, Anna Maria 1985 65 2,048
College; formerly, Consultant and Director, Office of Global
Enterprise; University of Southern Maine; prior to which he was
President, Babson College.
Michael S. Hyland*, Chairman and President; President and Director, 1992 50 1,681
Salomon Brothers Asset Management Inc and Managing Director,
Salomon Brothers Inc; formerly Managing Director, First Boston
Asset Management Corp. and Managing Director, First Boston
Corporation.
Clifford M. Kirtland, Jr., Member of the Proxy Committee; formerly, 1987 72 969
Member of Nominating Committee; Director, Oxford Industries, Inc.,
Shaw Industries, Inc. and Graphic Industries, Inc.; formerly
Chairman and President, Cox Communications.
Robert W. Lawless, Member of the Proxy Committee; President and Chief 1991 59 1,552
Executive Officer, Texas Tech University and Texas Tech University
Health Sciences Center; formerly Executive Vice President and
Chief Operations Officer, Southwest Airlines Corporation;
Director, Central and Southwest Corp.
Louis P. Mattis, Member of Nominating Committee; Consultant; formerly 1991 54 1,180
Chairman and President, Sterling Winthrop Inc.; formerly Executive
Vice President of Richardson-Vicks, Inc.
Thomas F. Schlafly, Member of Audit and Nominating Committees; Of 1986 47 3,000
Counsel to Peper, Martin, Jensen, Maichel & Hetlage (attorneys);
President, The Saint Louis Brewery, Inc.
</TABLE>
- ------------------
* 'Interested person,' as defined in the Investment Company Act of 1940,
because of a relationship with SBAM.
(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.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors is responsible for ensuring that the Fund is managed
in the best interests of its stockholders. The Directors oversee the Fund's
business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including SBAM, the
custodian, the transfer agent and the sub-administrator. As part of this
process, the Directors consult with the Fund's independent auditors and with
their own separate independent counsel.
2
<PAGE>
The Board of Directors has five regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an audit
committee, proxy committee and nominating committee which meet periodically
during the year and whose responsibilities are described below.
The Directors regularly review the Fund's financial statements, performance
and market price as well as the quality of the services being provided to the
Fund. As part of this process, the Directors review the Fund's fees and expenses
to determine if they are reasonable and competitive in light of the services
being received and while also ensuring that the Fund continues to have access to
high quality services in the future. Based on these reviews, the Directors
periodically make suggestions to the Fund's management and monitor to ensure
that responsive action is taken. The Directors also monitor potential conflicts
of interest among the Fund, SBAM and its affiliates and other funds and clients
managed by SBAM to ensure that the Fund is managed in a manner which is in the
best interests of the Fund's stockholders.
Each of the directors serves as a director of certain other U.S. registered
investment companies, as described below. Messrs. Hyland and Barber serve as
directors for twelve other investment companies advised by SBAM. Mr. Barber also
serves as a director for six other investment companies advised by investment
advisory affiliates of Smith Barney Inc., as a trustee of Lehman Brothers
Institutional Funds Group Trust and as a director of two other investment
companies advised by Advantage Advisers, Inc. Mr. Brock serves as a director for
five other investment companies advised by SBAM. Messrs. Breech, Dill, Kirtland,
Lawless, Mattis and Schlafly serve as directors of two other investment
companies advised by SBAM. Ms. Colman serves as a director of three other
investment companies advised by SBAM.
At December 31, 1995, 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 on March 1, 1996, 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 55,441,249 shares, equal to approximately 66% of the outstanding shares
of the Fund.
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 Mr. Hyland, the current executive officers of the Fund
are:
OFFICER
NAME OFFICE AGE SINCE
------------------- ------------------------ --- -------
Richard E. Dahlberg Executive Vice President 58 1995
Allan R. White, III Executive Vice President 36 1992
Lawrence H. Kaplan Executive Vice President 39 1995
Martin L. Roberts Vice President 60 1971
Michael A. Kagan Vice President 35 1996
Alan M. Mandel Treasurer 38 1995
Tana E. Tselepis Secretary 60 1993
3
<PAGE>
Mr. Dahlberg has been an employee of SBAM and a Director of Salomon
Brothers Inc ('SBI') since July 1995, and Managing Director of SBI since
December 1995. Prior to July 1995, Mr. Dahlberg was a Senior Vice President and
Senior Portfolio Manager with Massachusetts Financial Services (MFS) where he
managed the MFS Total Return Fund from 1985-1995. Mr. White has also been an
employee of SBAM and a Director of Salomon Brothers Inc ('SBI') since May 1989,
and a Managing Director of SBI since 1995. Mr. Roberts has also been an employee
of SBAM and a Vice President of SBI since May 1990. Mr. Kagan has also been an
employee of SBAM since December 1994. Prior to December 1994, Mr. Kagan was an
equity analyst with Zweig Advisors (March 1993-October 1994), a Managing
Director with Bentley Capital (July 1992-January 1993) and as an equity analyst
and portfolio manager with Fidelity Investments (April 1988-June 1992). Mr.
Kaplan has been a Vice President and Chief Counsel of SBAM and a Vice President
of SBI since May 1995. Prior to May 1995, he was Senior Vice President, Director
and General Counsel of Kidder Peabody Asset Management, Inc. and a Senior Vice
President of Kidder, Peabody & Co. Incorporated since November 1990. Mr. Mandel
has also been a Vice President of SBAM since January 1995. Prior to January
1995, he was Chief Financial Officer of Hyperion Capital Management Inc.
(October 1991-December 1994) and Vice President of Mitchell Hutchins Asset
Management Inc. (1987-October 1991). Ms. Tselepis has been an employee of SBAM
and a Vice President and Senior Administrator of SBI since October 1989.
The Fund's Audit Committee is composed of Messrs. Barber and Schlafly, and
Ms. Colman. 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 and Fund management, among other things, the Fund's
accounting policies, adequacy of internal controls, the scope and anticipated
cost of the annual 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 fiscal year ended December 31, 1995.
The Fund's Nominating Comittee is composed of Messrs. Dill, Mattis and
Schlafly. The principal function of the Nominating Committee is to recommend
nominees for election as directors of the Fund. This Committee held one meeting
in the year ended December 31, 1995. The Nominating Comittee will consider
nominees proposed by stockholders. Stockholders who want to propose a nominee
should write to the Secretary of the Fund and furnish adequate biographical
data, including information concerning the qualifications of the proposed
nominee.
The Fund's Proxy Committee is composed of Messrs. Breech, Lawless and
Kirtland. The principal function of the Proxy Committee is to establish and
monitor the Fund's policy on voting proxies of companies whose securities are
held in the Fund's portfolio and determine the manner in which proxies for the
Fund's securities are voted. This committee held one meeting during the year
ended December 31, 1995.
During the fiscal year ended December 31, 1995, the Board of Directors met
six times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committee for which he was eligible, with the
exception of Messrs. Kirtland and Mattis.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Annual Meeting information regarding
compensation paid to the directors by the Fund, as well as by the various other
investment companies advised by SBAM. The following table provides information
concerning the compensation paid to each director during the twelve-month period
ended December 31, 1995. Certain of the directors listed below are members of
the Audit Committee of the Fund and other committees of certain other
4
<PAGE>
investment companies advised by 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 December 31,
1995 by the Fund to Messrs. Brock and Hyland who, as employees of SBAM, are
interested persons as defined under the Investment Company Act of 1940 (the
'1940 Act').
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM OTHER FUNDS
NAME OF DIRECTORS FROM THE FUND ADVISED BY SBAM TOTAL COMPENSATION
- ----------------------------- ------------- ------------------ ------------------
DIRECTORSHIPS(A) DIRECTORSHIPS(A)
<S> <C> <C> <C>
Charles F. Barber............ $12,000 $102,475(12) $114,475(13)
Andrew L. Breech............. $11,250 $ 14,750(2) $ 26,000(3)
Carol L. Colman.............. $12,000 $ 20,666(3) $ 32,666(4)
William R. Dill.............. $10,500 $ 14,750(2) $ 25,250(3)
Clifford M. Kirtland, Jr. ... $ 9,750 $ 13,250(2) $ 23,000(3)
Robert W. Lawless............ $11,250 $ 16,250(2) $ 27,500(3)
Louis P. Mattis.............. $ 9,750 $ 11,000(2) $ 20,750(3)
Thomas F. Schlafly........... $12,000 $ 15,500(2) $ 27,500(3)
</TABLE>
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
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, SBAM, and SBAM's
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.
REQUIRED VOTE
Directors are elected by a plurality of the votes cast by the holders of
shares of Capital Stock of the Fund present in person or represented by proxy at
the 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 Price Waterhouse LLP as
independent accountants of the Fund for the fiscal year ending December 31,
1996. 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 Price Waterhouse LLP that at December
31, 1995 neither that firm nor any of its partners had any direct or material
indirect financial interest in the Fund. A representative of Price Waterhouse
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.
THE DIRECTORS, INCLUDING THE 'NON-INTERESTED' DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE 'FOR' RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
5
<PAGE>
REQUIRED VOTE
Ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the shares of Capital Stock of the Fund present in person or
represented by proxy at the Meeting with a quorum present. For purposes of this
proposal, abstentions and broker non-votes will not be considered to be votes
cast.
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.
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 1997
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than November 8, 1996.
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,
or its 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 they will
be reimbursed by the Fund for out-of-pocket expenses incurred in this
connection.
March 8, 1996
6
<PAGE>
THE SALOMON BROTHERS FUND INC
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Lawrence H. Kaplan, Alan M. Mandel and Tana
E. Tselepis, and each of them, attorneys and proxies of the undersigned, with
full power of substitution and revocation to represent the undersigned and to
vote on behalf of the undersigned all shares of The Salomon Brothers 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, 39th Floor
Auditorium, New York, New York on Tuesday, April 23, 1996, at 1:00 P.M., and at
any adjournment 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 shareholder.
If no direction is made to the contrary, this proxy will be voted FOR the
election of nominees as directors and FOR proposal 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
Please Sign and Date on Reverse Side and Mail
in Accompanying Postpaid Envelope.
THE SALOMON BROTHERS FUND INC
P.O. BOX 11193
NEW YORK, N.Y. 10203-0193
<PAGE>
The Board of Directors Recommends a vote FOR the Election of Directors, and FOR
proposal 2.
1. Election of Directors FOR all WITHHOLD AUTHORITY *EXCEPTIONS
nominees to vote for all
listed nominees listed
below / / below / / / /
Nominees: Charles F. Barber, Andrew L. Breech, Thomas W. Brock, Carol L.
Colman, William R. Dill, Michael S. Hyland, Clifford M. Kirtland, Jr., Robert
W. Lawless, Louis P. Mattis, Thomas F. Schlafly.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions _________________________________________________________________
2. The ratification of the selection of Price Waterhouse LLP as the independent
accountants of the Fund for the year ending December 31, 1996.
FOR / / AGAINST / / ABSTAIN / /
3. Any other business that may properly come before the meeting.
4. I will attend the meeting. / /
Change of Address and or Comments Mark Here / /
NOTE: Please sign exactly as your name appears
on this Proxy. If joint owners, EITHER may sign
the Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate
officer, please give your full title.
[INDICIA]
Dated: ___________________________________, 1996
________________________________________________
________________________________________________
Signature(s) (Title(s), if applicable)
Votes MUST be Indicated (x) in Black or Blue Ink. /x/
Please Sign, Date and Mail the Proxy in the Enclosed Envelope.
