<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:
[_] CONFIDENTIAL, FOR USE OF THE
[_] Preliminary Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
LINCOLN NATIONAL 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[_] 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: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
Notes:
<PAGE>
LINCOLN NATIONAL INCOME FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of LINCOLN NATIONAL INCOME FUND, INC.
(the "Fund") will be held at The Chicago Club, 81 East Van Buren Street,
Second Floor, Rooms D, E and F, Chicago, Illinois 60605 on Friday, April 24,
1998 at 11:00 A.M. CDT, for the following purposes.
1. To elect nine directors.
2. To ratify or reject the selection of Coopers & Lybrand, L.L.P., as
independent auditors for the fiscal year ending December 31, 1998.
3. To transact such other business as may properly come before the meeting
or any adjournments.
Stockholders of record at the close of business on February 27, 1998 are
entitled to vote at the meeting.
By order of the Board of Directors,
LOGO
Cynthia A. Rose
Secretary
March 24, 1998
YOUR VOTE IS IMPORTANT
TO SECURE THE LARGEST POSSIBLE REPRESENTATION AND AVOID THE ADDITIONAL
EXPENSE TO THE FUND OF FURTHER SOLICITATION, PLEASE MARK PREFERENCES, SIGN AND
RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE.
<PAGE>
LINCOLN NATIONAL INCOME FUND, INC.
200 EAST BERRY STREET
FORT WAYNE, INDIANA 46802
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 24, 1998
The Board of Directors of Lincoln National Income Fund, Inc. (the "Fund") is
soliciting proxies for use at the Annual Meeting of Stockholders to be held on
April 24, 1998 at 11:00 A.M. CDT, at The Chicago Club, 81 East Van Buren
Street, Second Floor, Rooms D, E and F, Chicago, Illinois 60605, or at any
adjournment of that meeting. THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF
THE ANNUAL REPORT TO A STOCKHOLDER UPON REQUEST MADE TO MR. DAVID HUMES, 200
EAST BERRY STREET, FORT WAYNE, INDIANA 46802, 1-800-237-2920.
A proxy may be revoked at any time before it is voted by submission to the
Fund of a later dated proxy, by notice in writing to the Fund, or by the
stockholder's attendance and vote at the Annual Meeting, but if not so revoked
the shares represented by such proxy will be voted according to the
instruction on the proxy card. Pursuant to Maryland law, only votes cast "for"
a matter constitute affirmative votes. Votes "withheld" or abstaining from
voting are counted for quorum purposes, but since they are not cast "for" a
particular matter, they will have the same effect as negative votes or votes
against a particular matter. On the other hand, broker non-votes, if any,
while counted for quorum purposes, are not deemed to be present for any matter
for which a broker does not have authority to vote. Accordingly, broker non-
votes will not have an effect on the outcome of the matters to be considered
at the meeting.
Stockholders of record at the close of business on February 27, 1998 will be
entitled to vote at the meeting or any adjournment thereof. On that date, the
Fund had 6,925,272 shares of Common Stock and 40,000 shares of Variable Term
Preferred Stock ("Preferred Stock") outstanding and entitled to vote. Each
share of Common Stock and Preferred Stock will be entitled to one vote at the
meeting.
This proxy statement and accompanying proxy card are being mailed on or
about March 24, 1998. The solicitation of proxies will be largely by mail but
may include telephonic, telegraphic or personal contacts by officers of the
Fund or regular employees of Lincoln Investment Management, Inc. (formerly
named Lincoln National Investment Management Company), the Fund's investment
advisor (the "Advisor"), and/or employees of the Fund's stock transfer agent,
First Chicago Trust Company of New York. In addition, the Board of Directors
of the Fund has authorized management to retain Corporate Investors
Communications, Inc., a proxy solicitation firm, to assist in the solicitation
of proxies for this meeting. This cost, including specified expenses, is not
expected to exceed $7,000 and will be borne by the Fund. Any other expenses of
solicitation will also be borne by the Fund, except for the services provided
by the Advisor's employees which will be borne by the Advisor.
The Fund's investment advisor is Lincoln Investment Management, Inc., 200
East Berry Street, Fort Wayne, Indiana 46802.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Annual Meeting, nine directors will be elected to hold office until
their successors are elected and qualified. Pursuant to the Fund's Articles of
Incorporation, seven of the directors will be elected by the holders of the
outstanding shares of the Common Stock and Preferred Stock, voting as a single
class. Two directors will be elected solely by the holders of the shares of
Preferred Stock. Under Maryland law, the nominees receiving a plurality of the
votes cast at the meeting will be elected.
<PAGE>
Except as otherwise directed on the proxy card, the persons named as proxies
will vote for the election of the nominees for directors listed below.
Each of the nominees except Thomas L. Bindley is currently a director of the
Fund. Each of the nominees has consented to be a nominee and to serve as a
director if elected.
In the event that any of the nominees should become unavailable for election
as a director, the persons named in the accompanying form of proxy intend to
vote for such substitute as the Board of Directors may select.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AT
NAME, AGE, POSITION WITH THE FUND, BUSINESS EXPERIENCE DURING THE DECEMBER 31,
PAST FIVE YEARS AND DIRECTORSHIPS 1997A*
- ----------------------------------------------------------------- ------------
<S> <C>
DIRECTORS TO BE ELECTED BY HOLDERS OF COMMON STOCK AND PREFERRED
STOCK
THOMAS L. BINDLEY (54), Executive Vice President and Chief Finan- 0
cial Officer (since April 1992) of Whitman Corporation, a For-
tune 200 company which operates Pepsi-Cola General Bottlers, Mi-
das International and Hussmann Corporation; Director of Junior
Achievement of Chicago; Director of CYCLE; Chairman, Graduate
Advisory Board of Georgetown University School of Business.
ADELA CEPEDA (39), Director (since 1992) of the Fund; President, 1,209
A.C. Advisory, Inc. (May 1995--present); Managing Director and
co-founder of Abacus Financial Group, Inc. (July 1991--May
1995); Director and Vice President of Harvard Club of Chicago
(since 1986); Commissioner of Chicago Public Building Commission
(since March 1992); Director of Lincoln National Convertible Se-
curities Fund, Inc.
ROGER J. DESHAIES (48), Director (since 1992) of the Fund; Senior 2,328
Vice President--Finance (1990--present) of Parkview Health Sys-
tem, Fort Wayne, Indiana; Director of Hospital Laundry Services,
Inc. (since 1995); President and Chairman of Hospital Laundry
Services, Inc. (February 1993--February 1995); Director of Sig-
nature Care, Inc. (since 1992); Director and Treasurer of Pine
Valley Country Club (since 1993); Director of Lincoln National
Convertible Securities Fund, Inc.
CHARLES G. FREUND (74), Director (since 1972) of the Fund; Chair- 24,433
man Emeritus of the Board of Directors, Success National Bank at
Lincolnshire (since 1991); Director of Lincoln National Convert-
ible Securities Fund, Inc. and Mathers Fund, Inc.
H. THOMAS McMEEKIN** (44), President (since May 1994) and Direc- 2,518
tor (since 1990) of the Fund; Executive Vice President and Chief
Investment Officer (since May 1994), prior thereto Senior Vice
President (November 1992--May 1994) of Lincoln National Corpora-
tion; President and Director (June 1995--November 1996) of Lin-
coln National Investment Companies, Inc.; President (since May
1994), and Director (since May 1991) of Lincoln Investment Man-
agement, Inc. (formerly called Lincoln National Investment Man-
agement Company); President (since May 1994) and Director (since
1990) of Lincoln National Convertible Securities Fund, Inc.;
President and Chief Executive Officer (since June 1994) and Di-
rector (since June 1992) of Lincoln National Mezzanine Corpora-
tion; Director (since November 1994) of The Lincoln National
Life Insurance Company; Director of Delaware Management Hold-
ings, Inc., Lincoln National Investment Companies, Inc., Lynch &
Mayer, Inc. (June 1995--November 1996) and Vantage Global Advi-
sors, Inc.
DANIEL R. TOLL (70), Director (since 1976) of the Fund; Corporate 4,685
and Civic Director of Brown Group Inc. and Director of A.P.
Green Industries, Inc., Mallinckrodt Inc., Lincoln National Con-
vertible Securities Fund, Inc., Kemper National Insurance Compa-
nies and NICOR, Inc.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED AT
NAME, AGE, POSITION WITH THE FUND, BUSINESS EXPERIENCE DURING DECEMBER 31,
THE PAST FIVE YEARS AND DIRECTORSHIPS 1997A*
------------------------------------------------------------- ------------
<S> <C>
ANN L. WARNER** (46), Vice President (since 1988) and Director 200
(since 1995) of the Fund; Vice President and Director of Risk
Management (since November 1997); prior thereto Senior Vice
President and Director of Portfolio Management (May 1994--No-
vember 1997); prior thereto Vice President and Portfolio Man-
ager (March 1991--May 1994) of Lincoln Investment Management,
Inc.; Director, Lincoln National Convertible Securities Fund,
Inc.
DIRECTORS TO BE ELECTED BY HOLDERS OF PREFERRED STOCK
RICHARD M. BURRIDGE (68), Director (since 1972) of the Fund; 19,247
Chairman (since September 1996), prior thereto President (March
1986--September 1996) of The Burridge Group, Inc. (investment
management); Director of Cincinnati Financial Corporation and
Lincoln National Convertible Securities Fund, Inc.; Chairman of
the Board of Fort Dearborn Income Securities, Inc.
THOMAS N. MATHERS (83), Director (since 1973) of the Fund; self- 3,333
employed financial consultant; Vice President and Director of
OFC Meadowood Retirement Community (since 1989); Director of
Lincoln National Convertible Securities Fund, Inc.
</TABLE>
- --------
(a) The shares beneficially owned by each of the directors do not exceed 1.0%
of the outstanding shares of Common Stock of the Fund.
* Each director has sole voting and investment authority over the shares
shown, except as otherwise indicated below. The shares listed for Ms.
Cepeda include 411 shares held in trust. The shares listed for Mr. Freund
include 988 shares held by his wife. The shares listed for Mr. McMeekin
include 200 shares held in trust. The shares listed for Mr. Deshaies
include 1,066 shares held in trust. No director owns any shares of
Preferred Stock.
** These directors are "interested persons" of the Fund (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")). Mr. McMeekin
is an executive officer of Lincoln National Corporation, of which the
Advisor is a wholly-owned subsidiary, and Ms. Warner is an executive
officer of the Advisor. Both Mr. McMeekin and Ms. Warner acquired shares of
common stock of Lincoln National Corporation in the ordinary course during
1997, but those transactions involved substantially less than 1.0% of the
outstanding shares of the common stock of Lincoln National Corporation.
As of December 31, 1997, the directors and officers of the Fund as a group
(12 persons/1/) beneficially owned 60,667 shares, representing less than 1.0%
of the shares of Common Stock outstanding.
The members of the nominating, audit and joint transactions committees
consist of all directors except those who may be deemed to be "interested
persons" as indicated above. The nominating committee recommends nominees for
directors and officers for consideration by the full Board. The nominating
committee does not solicit suggestions for nominees for the Board of
Directors, but suggestions accompanied by biographical data will be considered
if sent to the Secretary of the Fund. The audit committee makes
recommendations to the full Board with respect to the engagement of
independent auditors and reviews with the independent auditors the plan and
results of the audit engagement and matters having a material effect upon the
Fund's financial
- --------
/1/ Includes director Fred Young, who is not standing for reelection this
year.
3
<PAGE>
operations. Pursuant to an exemptive order granted by the Securities and
Exchange Commission, the joint transactions committee is responsible for
reviewing any investments in private placement securities by the Fund in which
affiliates of the Fund's investment advisor are also investing. The Board of
Directors met five times during the year ended December 31, 1997. In addition,
the joint transactions committee met seven times, the nominating committee met
twice and the audit committee met twice.
During the year ended December 31, 1997, all of the directors attended 75%
or more of the aggregate meetings of the Board of Directors and the board
committees of which such directors were members and were eligible to attend.
The executive officers of the Fund, other than as shown above, are: David A.
Berry (52), Vice President since 1992; David C. Fischer (40), Vice President
since February 1995; and David G. Humes (41), Vice President since 1993,
Controller since 1993 and Treasurer since 1997. Mr. Berry has been a Vice
President of the Advisor since January 1987. Mr. Fischer has been a Vice
President of the Advisor since 1992. Prior thereto, he was an Assistant Vice
President of the Advisor (1988-1992). Mr. Humes has been Director of Regulated
Investment Companies since August 1993. Prior thereto, he was Director of
Strategic Planning and Budgeting for the Annuities Division of The Lincoln
National Life Insurance Company (1986--August 1993). The executive officers of
the Fund are elected annually by the Board of Directors.
COMPENSATION OF DIRECTORS AND OFFICERS
The Fund pays directors' fees to those directors who are not affiliated with
the Advisor at the rate of $8,000 per year, a $500 fee for attendance at each
Board meeting, a $250 fee for attendance at each joint transactions committee
meeting and reimburses directors for any reasonable travel expenses incurred
to attend each meeting. The Fund pays no other remuneration to its directors
and officers. In addition, the Fund provides no pension or retirement benefits
to its directors and officers.
The following table shows compensation for the independent directors for the
year ended December 31, 1997:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
--------------------------------
TOTAL
COMPENSATION
AGGREGATE FROM FUND AND
COMPENSATION FUND COMPLEX
FROM THE PAID TO
NAME FUND(1) DIRECTORS(2)
- ---- -------------- --------------
<S> <C> <C>
Richard M. Burridge.......................... $ 11,000 $ 20,000
Adela Cepeda................................. 11,750 21,250
Roger J. Deshaies............................ 12,250 21,750
Charles G. Freund............................ 11,250 20,250
Thomas N. Mathers............................ 12,250 21,750
Daniel R. Toll............................... 11,750 21,250
Fred J. Young(3)............................. 12,250 21,750
</TABLE>
- --------
(1) Includes the director's fee of $8,000 per year, a $500 fee for attendance
at each board meeting and a $250 fee for each joint transactions committee
meeting attended.
(2) Each of the independent directors is also a director of Lincoln National
Convertible Securities Fund, Inc. This information represents the
aggregate directors' fees paid to the individual by both Funds.
(3) Mr. Young is not standing for re-election this year.
4
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
(PROPOSAL NO. 2)
The Board of Directors by the unanimous vote of the directors (including
those directors who are not "interested persons") has selected Coopers &
Lybrand, L.L.P. ("Coopers & Lybrand") as auditors for the Fund for the fiscal
year ending December 31, 1998, and the stockholders are asked to ratify this
selection. Coopers & Lybrand has served as independent auditors of the Fund
since 1993.
A representative of Coopers & Lybrand will attend the annual meeting, will
be given an opportunity to make a statement, and will be available to answer
appropriate questions.
Required Approval. The affirmative vote of a majority of the shares present,
in person or by proxy, at the meeting is required for ratification.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE "FOR" THIS PROPOSAL NO. 2
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Fund's executive officers, directors and 10% stockholders and certain
persons who are directors, officers or affiliated persons of the Advisor are
required under the Securities Exchange Act of 1934 to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Copies of these reports must also be
furnished to the Fund. Based solely on a review of copies of such reports
furnished to the Fund through the date hereof, or written representations that
no reports were required, the Fund believes that during fiscal 1997 the filing
requirements applicable to the above-mentioned persons were met.
DATE FOR STOCKHOLDER PROPOSALS
Any stockholder proposals intended to be presented at the next annual
meeting and be included in the proxy statement and proxy must be in proper
form and must be received on or before November 24, 1998. All such proposals
should be sent to the Secretary of the Fund, 200 East Berry Street, Fort
Wayne, Indiana 46802. The inclusion of any such proposal is subject to the
applicable requirements of the proxy rules under the Securities Exchange Act
of 1934.
OTHER MATTERS
The Board of Directors does not know of any other matter or business that
may be brought before the meeting. However, if any such matter or business
properly comes before the meeting, it is intended that the persons named as
proxies in the enclosed proxy card will vote in accordance with their best
judgment.
LOGO
Cynthia A. Rose
Secretary
Dated: March 24, 1998
YOU ARE URGED TO SEND IN YOUR EXECUTED PROXY PROMPTLY.
5
<PAGE>
P R O X Y
LINCOLN NATIONAL INCOME FUND, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
COMMON STOCK
The undersigned, hereby acknowledges receipt of the Proxy Statement and ap-
points Ann L. Warner, H. Thomas McMeekin and Cynthia A. Rose and each of them
as proxies with full power of substitution to act for the undersigned at the
Fund's Annual Meeting to be held on Friday, April 24, 1998, and to vote all the
Fund's common stock which the undersigned is entitled to vote at said meeting
and at any adjournment thereof as follows:
This proxy will be voted as specified herein. If no specification is made, it
will be voted FOR all nominees for director, FOR Proposal 2, and in their dis-
cretion, the Proxies may vote upon any other business that properly comes be-
fore the meeting.
If your address differs from that appearing hereon, please advise The First
Chicago Trust Company of New York, P.O. Box 2500, Jersey City, New Jersey,
07303-2500, of your correct address.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXY COMMITTEE
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
-----------
SEE REVERSE
SIDE
-----------
- -----------------------------------------------------------------------------
Please mark votes as in this example. [X] 2536
----
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF DIRECTORS AND
FOR PROPOSAL 2.
- -----------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS.
FOR [_] WITHHELD [_]
For all nominees except as listed above
---------------------------------------
Nominees: A. Cepeda, R. Deshaies, C. Freund, T. McMeekin, D. Toll, A. Warner
and T. Bindley
2. RATIFICATION OF THE SELECTION OF AUDITORS.
FOR [_] AGAINST [_] ABSTAIN [_]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [_]
IMPORTANT: Please sign ex-actly as your name or names appear hereon and when
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If the signature is by a corporation, sign the full
corporate name by a duly authorized officer.
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
SIGNATURE(S) DATE
<PAGE>
P R O X Y
LINCOLN NATIONAL INCOME FUND, INC.
PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS
VARIABLE TERM PREFERRED STOCK
The undersigned, hereby acknowledges receipt of the Proxy Statement and ap-
points Ann L. Warner, H. Thomas McMeekin and Cynthia A. Rose and each of them
as proxies with full power of substitution to act for the undersigned at the
Fund's Annual Meeting to be held on April 24, 1998, and to vote all the Fund's
variable term preferred stock which the undersigned is entitled to vote at said
meeting and at any adjournment thereof as follows:
This proxy will be voted as specified herein. If no specification is made, it
will be voted FOR all nominees for director, FOR Proposal 2, and in their dis-
cretion, the Proxies may vote upon any other business that properly comes be-
fore the meeting.
If your address differs from that appearing hereon, please advise First Chicago
Trust Company of New York, P.O. Box 2500, Jersey City, New Jersey, 07303-2500,
of your correct address.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXY COMMITTEE
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
-----------
SEE REVERSE
SIDE
-----------
- --------------------------------------------------------------------------------
Please mark votes as in this example. [X] 2536
----
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF DIRECTORS AND
FOR PROPOSAL 2.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS.
FOR [_] WITHHELD [_]
For all nominees except as listed above
-----------------------------------------------------------------------------
Nominees: R. Burridge, A. Cepeda, R. Deshaies, C. Freund, T. Mathers,
T. McMeekin, D. Toll, A. Warner and T. Bindley
2. RATIFICATION OF THE SELECTION OF AUDITORS.
FOR [_] AGAINST [_] ABSTAIN [_]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [_]
IMPORTANT: Please sign ex-actly as your name or names appear hereon and when
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If the signature is by a corporation, sign the full
corporate name by a duly authorized officer.
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
SIGNATURE(S) DATE
