SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ENGEX, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
ENGEX, INC.
44 Wall Street
New York, New York 10005
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 24, 2001
----------
To the Stockholders of Engex, Inc.:
The Annual Meeting of Stockholders of Engex, Inc. (the "Fund") will be
held on Wednesday, January 24, 2001, at 9:30 A.M. at the offices of the Fund, 44
Wall Street, New York, New York, second floor.
The following subjects will be considered and acted upon at the Meeting:
(1) Election of five directors;
(2) Ratification of the selection of Richard A. Eisner & Company, LLP
as independent public accountants of the Fund for the fiscal year ending
September 30, 2001;
(3) Transaction of such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
The Directors unanimously recommend the election as directors of the
nominees named in the Proxy Statement, and ratification of the selection of
Richard A. Eisner & Company, LLP as independent public accountants. Stockholders
of record at the close of business on November 30, 2000 will be entitled to vote
at the Meeting and at any adjournments thereof.
By Order of the Board of Directors
DAVID NACHAMIE,
Secretary
December 18, 2000
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Please fill in, date and sign the Proxy Card for the shares of Engex, Inc.
held by you and return it in the envelope provided so that your vote can be
recorded whether or not you plan to attend. No postage is required if mailed in
the United States.
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<PAGE>
ENGEX, INC.
44 Wall Street
New York, New York 10005
---------------
PROXY STATEMENT
---------------
This statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Engex, Inc. (the "Fund"), a Delaware
corporation, of Proxies to be voted at the Annual Meeting of Stockholders to be
held January 24, 2001 (the "Meeting"), and any and all adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting dated
December 18, 2000. This proxy statement is being mailed to stockholders on or
about December 18, 2000, and is accompanied by an Annual Report with respect to
the Fund's fiscal year ended September 30, 2000.
All Proxies which have been properly executed and received in time will be
voted at the Meeting in accordance with the instructions thereon. Any
stockholder executing a Proxy may revoke it in writing by execution of another
Proxy or by any other legal method, including attending the Meeting and voting
in person, at any time before the shares subject to the Proxy are voted at the
Meeting. The Board recommends that shares be voted, and if no choice is
specified on the Proxy, the shares will be voted FOR the election as directors
of the nominees hereinafter named, FOR the ratification of the selection of
Richard A. Eisner & Company, LLP as independent public accountants, and in the
discretion of the persons named as proxies on such other matters as may properly
come before the Meeting. In order to hold the Meeting, a majority of the Fund's
shares entitled to vote must be present in person or represented by proxy. The
election of the nominees indicated herein to the Board of Directors requires the
affirmative vote of a plurality of the Fund's shares present in person or
represented by Proxy and entitled to vote. Approval of the independent public
accountants requires the affirmative vote of the majority of the Fund's shares
present in person or represented by Proxy and entitled to vote.
Brokers holding shares for beneficial owners must vote those shares
according to specific instructions they receive from the owners. If specific
instructions are not received, however, brokers typically may vote the shares in
their discretion, since, under New York Stock Exchange rules, brokers have
discretionary authority to vote on certain routine matters, including the
proposals set forth in this Proxy Statement. "Broker non-votes" and abstentions
will be counted for purposes of determining whether a quorum is present.
Abstentions are counted among the shares entitled to vote on a proposal, and
therefore have the same effect as votes against a proposal. Broker non-votes are
treated as shares that are not entitled to vote, and thus will not be counted in
determining whether the proposal to ratify the Fund's independent public
accountants has been approved.
In the event that a quorum is not present or that a quorum is present but
sufficient votes in favor of a proposal have not been received by the time
scheduled for the Meeting, the persons named as proxies may propose one or more
<PAGE>
adjournments of the Meeting in order to permit further solicitation of proxies.
The persons named as proxies will vote in favor of such an adjournment if they
determine that such adjournment and additional solicitation is reasonable and in
the interests of the Fund's stockholders.
As of November 30, 2000, there were issued and outstanding 977,223 shares
of the common stock, par value $.10 per share, of the Fund, which is the only
class of capital stock of the Fund. Stockholders will be entitled to one vote
for each share held. Only holders of record of such shares at the close of
business on November 30, 2000, will be entitled to vote at the Meeting.
The Fund will pay the cost of preparing, assembling and mailing the
materials in connection with solicitation of Proxies, and will reimburse brokers
and other nominees for their reasonable expenses in connection therewith. In
addition to solicitation by use of the mails, certain officers and directors of
the Fund and officers, directors and personnel of D.H. Blair Investment Banking
Corp. ("Investment Banking Corp.") and American Investors Advisors, Inc. (the
"Investment Adviser"), who will receive no compensation for their services other
than their regular salaries, may solicit the return of Proxies personally or by
telephone or telegraph.
2
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, five directors are to be elected to hold office until the
next Annual Meeting of Stockholders and until their respective successors shall
have been chosen and qualified. The following table sets forth the names of the
nominees, all of whom are presently serving as directors of the Fund. All of
these nominees have agreed to serve if elected.
<TABLE>
<CAPTION>
Shares of the Fund
Beneficially Owned,
Principal Occupation Served as Directly or Indirectly, Percent
Name During Past Five Years Director Since on November 29, 1999 of Class
---- ---------------------- -------------- ----------------------- --------
<S> <C> <C> <C> <C>
J. Morton Davis*.......... President of the Fund; Chairman, 1968 58,754 (1) 6.0%
(Age 70) President, Director and sole
stockholder of D.H. Blair Investment
Banking Corp., a New York Stock
Exchange member firm; President,
Chairman and CEO of American
Investor Advisors Inc., the
investment advisor to the Fund.
Judah Feinerman**.......... President, Chairman of the Board and 1986 0 0
(Age 75) Director of Judd Associates, Ltd.
(insurance brokerage).
Jerome Fisch**............. Practicing attorney. 1975 300 .03%
(Age 74)
Dov Perlysky*(2)........... Vice President, Private Client Group 1999 109,500 11.2%
(Age 38) at Laidlaw Global Securities
Leonard Toboroff**......... Vice President of Riddell Sports, Inc. 1993 0 0
(Age 67) (sports equipment manufacturer and
distributor)
</TABLE>
----------
* Mr. Davis and Mr. Perlysky are "interested persons" (as defined in the
Investment Company Act of 1940) of the Fund and the Investment Adviser.
** Member of Audit Committee.
(1) Includes 58,754 shares (approximately 6.0% of those outstanding) owned by
Investment Banking Corp. (of which Mr. Davis is Chairman and sole
stockholder). The 58,754 shares referred to above do not include 167,429
shares (approximately 17.1% of those outstanding) owned of record by
Rivkalex Corp., 100% of whose outstanding voting securities are owned by
Mr. Davis' wife, Mrs. J. Morton Davis, or the 108,304 shares of the Fund
owned of record by Mrs. Davis (approximately 11.1% of those outstanding).
Mr. Davis disclaims beneficial ownership of such additional shares. See
also "PRINCIPAL STOCKHOLDERS" below.
(2) Includes 109,500 shares (approximately 11.2% of those outstanding) owned
by Kinder Investments LP (of which Mr. Perlysky is managing member of the
general partner). Mr. Perlysky is the son-in-law of Mr. Davis.
In the event that any of the nominees named above is unable to serve for
any reason when the election occurs, the accompanying Proxy will be voted for
such person or persons as the Board may recommend.
3
<PAGE>
During the fiscal year 2000, there were four meetings of the Board. The
Fund's Board does not have a nominating, compensation or other standing
committee performing similar functions. The Audit Committee was created by the
Board on August 15, 2000.
During the Fund's fiscal year ended September 30, 2000, the directors
received the following compensation from the Fund:
Estimated
Annual
Pension or Retirement Benefits
Name of Aggregate Compensation Benefits Accrued Upon
Director from the Fund as Fund Expenses Retirement
-------- ------------- ---------------- ----------
J. Morton Davis ....... -0- -0- -0-
Judah Feinerman ....... $6,000 -0- -0-
Jerome Fisch .......... $6,000 -0- -0-
Dov Perlysky .......... $3,000 -0- -0-
Leonard Toboroff ...... $6,000 -0- -0-
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH
NOMINEE TO THE BOARD OF DIRECTORS OF THE FUND
RATIFICATION OR REJECTION OF SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee is authorized pursuant to a written charter adopted by
the Board, which is included with this Proxy Statement as Appendix 1, to review
proposals of the Fund's auditors regarding annual audits, to recommend the
engagement or discharge of the auditors, to review recommendations of such
auditors concerning accounting principles and the adequacy of internal controls
and accounting procedures and practices, to review the scope of the annual
audit, to approve or disapprove each professional service or type of service
other than standard auditing services to be provided by the auditors, and to
review and discuss the audited financial statements with the auditors. Its
members are Mr. Jerome Fisch (Chairman), Mr. Leonard Toboroff and Mr. Judah
Feinerman, all of whom are considered to be independent. The Audit Committee may
then recommend to the Fund Board whether to select the Independent Public
Accountants for the subsequent fiscal year. Grant Thorton LLP, whose selection
as independent public accountants for the Fund for the fiscal year ended
September 30, 2000 had previously been approved by the Board of the Fund and
ratified by the stockholders, resigned as independent public accountants during
September 2000. Grant Thornton's report on the financial statements for the
Registrant's 1998 and 1999 fiscal years contained no adverse opinion or any
disclaimer of opinion, and the reports were in no way qualified or modified as
to uncertainty, audit scope or accounting principles. The decision by Grant
Thornton to resign was theirs alone without any recommendation or approval by
the Board or the Audit Committee. At a meeting held on November 14, 2000,
pursuant to the Investment Company Act of 1940 (the "1940 Act"), the Audit
Committee recommended to the Board, and the Board, including a majority of the
Fund's directors who are not "interested persons" as defined in the 1940 Act
(the "non-interested directors"), selected Richard A. Eisner & Company, LLP, who
has advised the Fund that they do not have any direct or material indirect
financial interest in the Fund, to act as the independent public accountants for
the Fund for the fiscal year ended September 30, 2000, and to continue as the
independent public accountants for the Fund for the fiscal year ending September
30, 2001. In making its recommendation, because of the late timing of the
engagement of Richard A. Eisner & Company, LLP and the incomplete status of the
audit, the Audit Committee was unable to review the audited financial statements
with management and the quality of the Fund's accounting principles with the
auditors. The Audit Committee did review the auditors' independence. Richard A.
4
<PAGE>
Eisner & Company, LLP provided audit services (examination of the Fund's
financial statements and review of certain of the Fund's filings with the
Securities and Exchange Commission) with respect to the fiscal year ended
September 30, 2000. The selection of Richard A. Eisner & Company, LLP as
independent public accountants for the Fund for the fiscal year ending September
30, 2001 is being submitted for ratification by the stockholders. All
professional services rendered by Richard A. Eisner & Company, LLP with respect
to such fiscal year were furnished at customary rates and terms. A
representative of such firm is expected to be present at the Meeting and will be
given an opportunity to ask and respond to questions and to make such statements
as he considers appropriate.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF
RICHARD A. EISNER & COMPANY, LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE FUND
MANAGEMENT OF THE FUND
The Investment Adviser, American Investors Advisors Inc., was organized in
1985 and serves as the investment adviser to the Fund pursuant to an Investment
Advisory Agreement dated January 10, 1986 (the "Agreement"). The Agreement was
approved by the Fund's stockholders at a meeting held on February 19, 1986 and
was last approved by the directors of the Fund, including a majority of the
directors who were not "interested persons" of any party to the Agreement, by
vote cast in person at a meeting held on January 18, 2000. Until February 1,
1993, the Investment Adviser also served as investment adviser to American
Investors Growth Fund, Inc., American Investors Income Fund, Inc., and American
Investors Money Fund, Inc. The Investment Adviser is wholly-owned by J. Morton
Davis. Mr. Davis, President and Director of the Fund, is also President, Chief
Executive Officer and Chairman of the Board of the Investment Adviser and
President, Director and sole stockholder of D.H. Blair Investment Banking Corp.,
a New York Stock Exchange member firm. See also the discussion of shares
beneficially owned by Mr. Davis under "ELECTION OF DIRECTORS" above and
"PRINCIPAL STOCKHOLDERS" below. David Nachamie, Secretary of the Fund, is also
Senior Vice President, Treasurer and a Director of the Investment Adviser.
Gilbert Jackson, Treasurer of the Fund, is also Controller of the Investment
Adviser. The address of Investment Banking Corp., Mr. Davis, Mr. Nachamie and
Mr. Jackson is 44 Wall Street, New York, New York 10005. The Investment Adviser
maintains offices at the same address.
5
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to any person
(including for this purpose a "group" which consists of two or more persons
acting as a partnership, limited partnership, syndicate or other group for the
purpose of acquiring, holding, or disposing of securities of the Fund) known to
the Fund to be the beneficial owner of more than five percent (5%) of the Fund's
outstanding voting securities:
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Amount and Nature
of Beneficial Percent of
Name and Address Ownership Class
Title of Class of Beneficial Owner (November 29, 1999) (November 29, 1999)
-------------- ------------------- ------------------- -------------------
<S> <C> <C> <C>
Common Stock (par value $.10) Mr. J. Morton Davis 58,754(1) 6.0%
44 Wall Street
2nd Floor
New York, N.Y. 10005
Mrs. J. Morton Davis 275,733(2) 28.2%
c/o Rivkalex Corp.
44 Wall St.
2nd Floor
New York N.Y. 10005
Kinder Investments LP 109,500 11.2%
c/o Dov Perlysky
Laidlaw Global Securities
100 Park Avenue
New York, N.Y. 10017
Venturetek LP 112,000 11.4%
c/o David Selengut
370 Lexington Avenue
New York, N.Y. 10017
</TABLE>
----------
(1) Includes 58,754 shares owned of record by Investment Banking Corp. See note
(1) to "ELECTION OF DIRECTORS" on page 3.
(2) Includes 167,429 shares owned of record by Rivkalex Corp., 100% of whose
outstanding voting securities are owned by Mrs. Davis.
All of the directors and officers of the Fund, as a group, own of record
and beneficially 300 shares of the Fund (approximately .03% of those
outstanding), in addition to which Mr. Davis beneficially owns 58,754 shares
(approximately 6.0% of those outstanding) held by Investment Banking Corp., and
Mr. Perlysky beneficially owns 109,500 shares (approximately 11.2% of those
outstanding) held by Kinder Investments LP.
Investment Banking Corp., which holds 58,754 shares (approximately 6.0% of
those outstanding), has informed the Fund that it intends to vote such shares in
favor of all proposals submitted by Management and scheduled to come before the
Meeting.
Mr. Davis disclaims beneficial ownership of all shares other than those
held by Investment Banking Corp. Mrs. Davis disclaims beneficial ownership of
all shares other than those held by her personally and those held by Rivkalex
Corp.
Mr. Davis and Mrs. Davis may be in a position to control the outcome of the
Meeting and approval or rejection of the various proposals specified above if
they act in concert.
6
<PAGE>
SUPPLEMENTAL INFORMATION
The executive officers of the Fund, each of whom serve at the pleasure of
the Board, are as follows: J. Morton Davis (age 70), who has served as President
of the Fund since its inception, and whose principal occupation is described
above under "ELECTION OF DIRECTORS"; David Nachamie (age 70), who has served as
Treasurer of the Fund from 1976 through 1993 and also as Secretary since January
7, 1981, and whose principal occupation has been as Treasurer of Investment
Banking Corp. since 1992 and who previously served as comptroller of D.H. Blair
& Co., Inc. for 10 years; and Gilbert Jackson (age 36), who has served as
Treasurer of the Fund since 1998 and also as Assistant Treasurer of the Fund
from 1985 through 1998 and whose principal occupation for the past seven years
has been as Controller of Investment Banking Corp.
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Stockholders wishing to have their proposals included in the Fund's Proxy
Statement for the Fund's 2002 Annual Meeting must submit their proposals,
preferably by certified mail, return receipt requested, to the Fund at its
address listed on the first page of this Proxy Statement so that the proposals
are received no later than August 20, 2001.
OTHER MATTERS
As of the date of this Proxy Statement, the Board is not aware of any
matters to be presented for action at the Meeting other than those described
above. Should other business properly be brought before the Meeting, the persons
named in the Proxy have discretionary authority to vote in accordance with their
best judgment.
ENGEX, INC.
7
<PAGE>
APPENDIX 1
ENGEX, INC.
AUDIT COMMITTEE CHARTER
This Audit Committee Charter ("Charter") has been adopted by the Board of
Directors (the "Board") of Engex, Inc. (the "Company"). The Audit Committee of
the Board (the "Committee") shall review and reassess the adequacy of this
charter annually and recommend any proposed changes to the Board for approval.
Role and Independence; Organization
The Committee assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing and financial
reporting practices of the Company and the independence and performance of the
Company's auditors. It may also have such other duties as may from time to time
be assigned to it by the Board. The Committee shall act as a liaison between the
Fund's independent auditors and the full Board of Directors.
The membership of the Committee shall consist of at least three directors
who are not "interested persons" of the Company or the investment adviser to the
Company (as defined in Section 2(a)(19) of the Investment Company Act of 1940,
as amended). Each Committee member shall be able to read and understand
fundamental financial statements, or will become able to do so within a
reasonable period of time after his or her appointment to the Committee. At
least one member must have past employment experience in finance or accounting,
requisite professional certification in accounting or any other comparable
experience or background which results in the individual's financial
sophistication.
The Committee shall maintain free and open communication with the
independent auditors, the internal financial personnel and Company management.
In discharging its oversight role, the Committee shall have full access to all
Company books, records, facilities, personal and outside professionals. The
Committee may retain independent special legal, accounting or other consultants
as advisors.
One member of the Committee shall be appointed as chair. The chair shall be
responsible for leadership of the Committee, including scheduling and presiding
over meetings, preparing agendas, and making regular reports to the Board. The
chair will also maintain regular liaison with the chief executive officer, the
chief financial officer and the lead independent audit partner.
Responsibilities
The Committee's job is one of oversight. Management is responsible for the
preparation of the Company's financial statements and the independent auditors
are responsible for auditing those financial statements. The Committee and the
Board recognize that management and the independent auditors have more resources
and time, and more detailed knowledge and information regarding the Company's
accounting, financial and auditing practices than do Committee members.
Accordingly the Committee's oversight role does not provide any expert or
special assurance as to the Company's financial statements or any certification
as to the work of the independent auditors. Nor is it the duty of the Committee
to conduct investigations, to resolve disagreements, if any, between management
and the independent auditors or to assure compliance with laws and regulations.
Although the Committee may wish to consider other duties from time to time,
the general recurring activities of the Committee in carrying out its oversight
role are described below. The Committee shall be responsible for:
Recommending to the Board the selection and retention of independent
auditors to be retained to audit the financial statements of the Company, which
auditors are ultimately accountable to the Board and the Committee, as
representatives of the shareholders.
8
<PAGE>
Evaluating, together with the Board, the performance of the independent
auditors and, where appropriate, recommending the replacement of such auditors.
Annually obtaining from the independent auditors a formal written statement
describing all relationships between the auditors and the Company, consistent
with Independence Standards Board No. 1. The Committee shall actively engage in
a dialogue with the independent auditors with respect to any disclosed
relationship that may impact the objectivity and independence of the auditors
and shall take or recommend that the Board take appropriate actions to oversee
the auditors' independence.
Reviewing the audited financial statements and discussing them with
management and the independent auditors. These discussions may include a review
of sensitive accounting estimates, reserves and accruals, review of judgmental
areas, review of audit adjustments (whether or not recorded), review of risk
exposures that may have a material impact on the Company's financial statements
and the steps management has taken to monitor and control such exposures and
other such inquiries as the Committee or the independent auditors shall deem
appropriate. Based on its review, the Committee shall make its recommendation to
the Board as to the inclusion of the Company's audited financial statements in
the Company's annual report to shareholders required by Section 30(e) of the
Investment Company Act of 1940 and Rule 30d-1 thereunder.
Issuing annually a report to be included in the Company's proxy statement
as required by the rules of the Securities and Exchange Commission.
Reviewing the annual management letter with the independent auditors.
Overseeing the relationship with the independent auditors, including
discussing with the auditors the planning and staffing of the audit and the
nature and rigor of the audit process, receiving and reviewing the audit
reports, reviewing with the auditors any problems or difficulties the auditors
may have encountered in carrying out their responsibilities and any management
letters provided by the auditors and the Company's response to such letters, and
providing the auditors full access to the Committee and the Board to report on
all appropriate matters.
Reviewing the fees charged by the independent auditors for audit and
non-audit services.
Reviewing significant changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditors or management.
Discussing with management and the independent auditors the quality and
adequacy of the Company's internal controls.
Discussing with management and/or the Company's counsel any legal matters
(including the status of pending litigation) that may have a material impact on
the Company's financial statements, and any material reports or inquiries from
regulatory or governmental agencies.
Adopted by the Board of Directors August 15, 2000.
9
<PAGE>
ENGEX, INC.
PROXY--SOLICITED BY THE BOARD OF DIRECTORS (See Other Side)
The undersigned stockholder of ENGEX, INC. ("Fund"), a Delaware
corporation, hereby appoints J. MORTON DAVIS, DAVID NACHAMIE and GILBERT
JACKSON, and each of them, the true and lawful proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
the Fund which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Fund to be held on January 24, 2001 at 9:30 A.M. and at any
adjournments thereof, hereby revoking any proxy heretofore given with respect to
such shares and the undersigned authorizes and instructs said proxies to vote as
follows:
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES listed below WITHHOLD AUTHORITY to vote
(Except as marked to the contrary for all nominees listed
below) [ ] below [ ]
J. Morton Davis, Judah Feinerman, Jerome Fisch, Dov Perlysky
and Leonard Toboroff
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.
________________________________________________________________________________
2. RATIFICATION OF THE SELECTION OF RICHARD A. EISNER & COMPANY, LLP, as
the independent public accountants for the fiscal year ending September 30,
2001.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE>
THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS HEREIN, BUT WHERE SPECIFICATIONS ARE NOT INDICATED, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2, AND IN ACCORDANCE WITH THE DISCRETION OF
THE PROXIES NAMED HEREIN ON ALL OTHER MATTERS (INCLUDING, WITHOUT LIMITATION,
ADJOURNMENTS) PROPERLY COMING BEFORE THE MEETING, ALL IN ACCORDANCE WITH THE
PROXY STATEMENT OF THE FUND, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED. (This
proxy may be revoked at any time before it is voted at the meeting.) PLEASE
DATE, SIGN AND RETURN IN THE ENCLOSED POSTAGE PAID ENVELOPE. THIS PROXY IS BEING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
_____________________________________
SIGNATURE
_____________________________________
SIGNATURE
_____________________________________
DATED
PLEASE SIGN, DATE AND RETURN PROMPTLY
Signature(s) should be exactly as
name or names appearing on this
proxy. If stock is held jointly, each
holder should sign. If signing by
attorney, executor, administrator,
trustee or guardian, please give full
title.
