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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14A OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X ] Filed by party other than the Registrant [ ]
- -------------------------------------------------------------------------------
Check the appropriate box:
[X] Preliminary Proxy statement [ ] Confidential for use of the Commission
[ ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11 (c) or Rule 14a-12
DAVIS NEW YORK VENTURE FUND, INC
124 East Marcy Street
Santa Fe, New Mexico 87501
(1-800-279-0279)
(Name of Registrant as Specified In Its Charter)
No filing fee required.
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IMPORTANT...SEND IN YOUR PROXY
It is requested that you date, complete and sign the enclosed proxy and return
it promptly. This will save your fund the expense of follow-up letters,
telephone calls, etc. You may revoke your proxy in writing at any time before
the meeting or vote in person if you attend the meeting.
DAVIS NEW YORK VENTURE FUND, INC.
124 East Marcy Street
Santa Fe, New Mexico 87501
800-279-0279
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held October 6, 1997
--------------------------------
To the Shareholders of Davis New York Venture Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Davis New York
Venture Fund, Inc. (the "Fund") will be held at the Hyatt Regency O'Hare at
O'Hare International Airport, 9300 West Bryn Mawr Ave., Rosemont, IL 60018, on
the 6th of October 1997, at 11:00 A.M., Central Standard time, for the following
purposes:
(1) To elect thirteen (13) directors, each to serve an indefinite term
until their respective successors are elected and qualify or until a director's
earlier death, resignation, retirement or removal.
(2) To consider the ratification of the selection of Tait, Weller & Baker
as the Fund's auditors and independent certified public accountants for the year
ending July 31, 1998; and
(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on August 25, 1997, will be
entitled to notice of and to vote at the 1997 Annual Meeting or any adjournment
thereof.
By Order of the Board of Directors,
SAMUEL P. YNZUNZA
Secretary
Dated: September 3, 1997
WE NEED YOUR PROXY VOTE IMMEDIATELY. YOUR VOTE IS VITAL. BY LAW, THE MEETING
OF SHAREHOLDERS OF THE FUND SCHEDULED FOR OCTOBER 6,
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1997 WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A
MAJORITY OF THE VOTES ELIGIBLE TO BE CAST ARE REPRESENTED. IN THAT EVENT, THE
FUND, AT SHAREHOLDERS' EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO
ACHIEVE A QUORUM.
CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS
SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL OTHER
SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION. THANK YOU.
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DAVIS NEW YORK VENTURE FUND, INC.
124 East Marcy Street
Santa Fe, New Mexico 87501
800-279-0279
PROXY STATEMENT FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON OCTOBER 6, 1997
This proxy statement, which will first be mailed to shareholders on or
about September 3, 1997, is furnished to the shareholders of Davis New York
Venture Fund, Inc. (the "Fund") in connection with the solicitation of proxies
by the Board of Directors of the Fund to be used at the 1997 Annual Meeting of
Shareholders to be held at the time and place and for the purposes set forth in
the accompanying notice, and at any adjournment thereof (the "Meeting").
The costs of this solicitation will be borne by the Fund. This
solicitation is being made by mail, but may also be made by telephone, telegraph
and personal interviews by officers and personnel of Davis Selected Advisers,
L.P., (the "Adviser") or its general partner, Venture Advisers, Inc., for which
no additional compensation will be paid. The Fund supplies custodians, nominees
and fiduciaries with the Annual Report and proxy materials for forwarding to the
beneficial owners of the shares held of record by such persons.
Any shareholder signing and returning a proxy may revoke the same at any
time prior to the exercise thereof by written notice delivered to the Fund prior
to its exercise, and any shareholder attending the Meeting may vote in person
whether or not he or she has previously returned a proxy. Proxies which are
returned but which are marked "Abstain" or on which a broker has declined to
vote on any proposal will be counted as present for the purposes of a quorum,
however, those shares will not be counted as voted for purposes of determining
the approval of any matter submitted.
Shareholders of record at the close of business on August 25, 1997 (the
"Record Date"), will be entitled to vote at the Meeting or any adjournment
thereof. The holders of a majority of the votes eligible to be cast at the
close of business on the Record Date present in person or represented by proxy
will constitute a quorum for the Meeting. Each dollar of net asset value per
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share is entitled to one vote. As of the record date, there were ___________
shares outstanding of which ____________ shares are Class A with a net asset
value of $_____ per share, ____________ shares are Class B with a net asset
value of $____ per share, ____________ shares are Class C with a net asset value
of $____ per share, and _____________ shares are Class Y with a net asset value
of $_____ per share. The Fund knows of nothing that would require voting by
class and therefore all shareholders will vote in the aggregate.
The Fund's Adviser is located at 124 E. Marcy Street, Santa Fe, New Mexico
87501. Shelby M. C. Davis is the controlling shareholder of the Adviser's
general partner, Venture Advisers, Inc. The Fund's sub-adviser is Davis
Selected Advisers- NY, Inc., 609 Fifth Avenue, New York, New York, and is wholly
owned by the Adviser. The Fund's principal underwriter is Davis Distributors,
LLC, a Delaware Limited Liability Company and subsidiary of the Adviser, 124 E.
Marcy Street, Santa Fe, New Mexico 87501.
Except as otherwise directed in your proxy, your proxy will be voted for
the election of all nominees for directors listed herein to hold office as
specified herein, for approval the election of directors and for the
ratification of the selection of auditors.
ITEM 1: ELECTION OF DIRECTORS
Pursuant to Maryland law, the Bylaws of the Fund were amended by the Board
of Directors on July 28, 1997 to eliminate the requirement for annual
shareholder meetings and to provide for indefinite terms for directors. This
change will save the Fund the expenses of holding annual shareholder meetings.
In connection therewith, the Bylaws were also amended to eliminate staggered
board terms. Messrs. Andrew A. Davis and Christopher C. Davis were nominated by
the nominating committee on July 28, 1997 for consideration by shareholders.
The terms of office of all directors whose term would otherwise expire later
than the date of this meeting (i.e. all directors except Messrs. Guzy and
Sonne) will be extended to an indefinite term effective upon their election at
this meeting. If any of the nominees which are presently serving as directors of
the Fund are not elected, each director's term shall expire as follows: D. James
Guzy and Christian R. Sonne at the 1997 shareholders meeting, Marc P. Blum,
Gerry D. Geist in 1998, Eugene M. Feinblatt, G. Bernard Hamilton and LeRoy
Hoffberger in 1999, Jeremy H. Biggs and Laurence W. Levine in 2000 and Wesley E.
Bass, Jr. and Edwin R. Werner in 2001. Under Maryland law, the Fund must call a
special meeting of shareholders upon written request of the shareholders holding
25% or more of the votes outstanding which would be entitled to vote on the
matters brought before the meeting, except pursuant to the Bylaws that
shareholders holding 10% of the outstanding votes may cause the Fund to call a
meeting for the purpose of removing any director.
The Fund's Bylaws provide that directors shall retire from the Board of
Directors and cease being a Director at the close of business on the last day of
the calendar year in which the Director attains age seventy-two (72), except
that any person who was a Director on July 1, 1994, and on that date was at
least sixty-nine (69) years of age shall continue to serve as a Director at the
discretion of the Nominating Committee of the Board of Directors.
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The nominees for director (other than Messrs. Andrew A. Davis and
Christopher C. Davis) are presently serving as directors of the Fund and hold
similar positions with three other investment companies managed by the Adviser:
Davis High Income Fund, Inc., Davis Tax-Free High Income Fund, Inc. and Davis
Series, Inc. In addition, Mr. Biggs is a Director of Davis International
Series, Inc. Directors are elected by a plurality of votes cast at the meeting.
The following table sets forth certain information as to each of the
nominees and directors of the Fund.
Name, Date of Birth and Business OWNED AS % OF CLASS A
Experience During the Past 5 Years OF 8/25/97 OWNED
- ---------------------------------- ---------- -------------
Wesley E. Bass, Jr. 08/21/31 ---------- -----
Director of the Fund since 1990;
President, Bass & Associates
(financial consulting firm); and
Executive Vice President, Chicago
Title and Trust Company.
*Jeremy H. Biggs 08/16/35 ---------- ------
Director and Chairman of the Fund
since July 31, 1995; Director, Van
Eck Funds; Consultant to the Adviser.
Vice Chairman, Head of Equity Research
Department, Chairman of the U.S.
Investment Policy Committee and member
of the International Investment
Committee of Fiduciary Trust Company
International. Shareholder of 1%
of Venture Advisers, Inc. (the sole
general partner of the investment
adviser).
Marc P. Blum 09/09/42 ------------- ------
Director of the Fund since 1986; Chief
Executive Officer, World Total Return
Fund, L.P.; Member, Gordon, Feinblatt,
Rothman, Hoffberger and Hollander, LLC
(attorneys); Director, Mid-Atlantic
Realty Trust.
Eugene M. Feinblatt 10/28/19 ------------- -------
Director of the Fund since 1987; of
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Counsel, Gordon, Feinblatt, Rothman,
Hoffberger and Hollander, LLC (attorneys).
*Andrew A. Davis 6/25/63 ------------- -------
Director and President, Venture Advisers, Inc.;
Portfolio Manager of Davis Real Estate Fund and
Davis Convertible Securities Fund; formerly, Vice
President and head of convertible security research,
PaineWebber, Incorporated.
*Christopher C. Davis 7/13/65 ------------- --------
Director, Venture Advisers, Inc.; Chairman, Chief
Executive Officer and President, Davis Selected
Advisers-NY, Inc.; Portfolio Manager of the Fund;
Portfolio Manager of Selected American Shares, Inc.;
co-Portfolio Manager of Davis Financial Fund.
Jerry D. Geist 05/23/34 -------------- -------
Director of the Fund since 1986;
Chairman, Santa Fe Center Enterprises;
President and Chief Executive Officer,
Howard Energy International Utilities,
Director, CH2M-Hill, Inc.
D. James Guzy 03/07/36 -------------- --------
Director of the Fund since 1982;
Chairman, PLX Technology, Inc.
(manufacturer of semi-conductor circuits);
Director, Intel Corp. (manufacturer of
semi-conductor circuits), Cirrus Logic
Corporation (a manufacturer of semi-
conductor circuits) and Alliance Technology
Fund (mutual fund).
G. Bernard Hamilton 03/18/37 ------------- --------
Director of the Fund since 1978;
Managing General Partner, Avanti
Partners, L.P.
LeRoy E. Hoffberger 06/08/25 ------------- ---------
Director of the Company since 1988;
of Counsel to Gordon, Feinblatt,
Rothman, Hoffberger and Hollander,
LLC (attorneys); Chairman, Mid-Atlantic
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Realty Trust; Director and President,
CPC, Inc., (Real Estate Co.), Director
and Vice President, Merchants Terminal
Corporation; formerly, Director,
Equitable Bankcorporation, Equitable
Bank, and Maryland National Bank.
Laurence W. Levine 04/09/31 -------------- -----------
Director of the Fund from 1969 to 1983
and again since 1984. Partner, Bigham,
Englar, Jones & Houston (attorneys);
United States Counsel to Aerolineas
Argentina; Director, various private
companies.
Christian R. Sonne 05/06/36 ----------------- -----------
Director of the Fund since 1990; General
Partner, Tuxedo Park Associates (a land
holding and development firm); President
and Chief Executive Officer, Mulford
Securities Corporation (private investment
fund) until 1990; formerly, Vice President
of Goldman Sachs & Company (an investment
bank).
Edwin R. Werner 04/01/22 ---------------- -----------
Director of the Fund since 1983; Director,
Novacare, Inc. and New York Blood Center.
The directors considered by the Fund to be "interested persons" of the Fund, as
defined in the Investment Company Act of 1940, are each noted above by a single
asterisk. Messrs. Andrew Davis and Christopher C. Davis are "interested
persons" by reason of their positions with the Fund and the Adviser and their
ownership in Venture Advisers, Inc., the sole general partner of the Adviser.
Mr. Biggs is an "interested person" by reason of his stock ownership in Venture
Advisers, Inc. The other directors are hereinafter referred to as the
"Non-interested Directors."
Jeremy H. Biggs' holdings include _________ shares, owned by his wife, all
of which could be deemed to be beneficially owned by Mr. Biggs. Mr. Biggs
disclaims beneficial ownership of all such shares. Marc P. Blum's holdings
include ___________ shares, owned by a partnership of which he is one of three
general partners, ___________ shares, with respect to which he is sole trustee
and __________ shares, with respect to which he acts as attorney. Mr. Blum
disclaims beneficial ownership of shares with respect to which he is trustee or
attorney. Eugene M. Feinblatt's holdings include ___________ shares, owned by
his wife, all of which could be deemed to be beneficially owned by Mr.
Feinblatt. Mr. Feinblatt's holdings also include
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___________ shares, with respect to which he acts as trustee. Mr. Feinblatt
disclaims beneficial ownership of all such shares. LeRoy E. Hoffberger's
holdings include _____________ shares, with respect to which he acts as trustee.
Mr. Hoffberger disclaims beneficial ownership of all such shares. Christian R.
Sonne's holdings include _________ shares owned by his wife, all of which could
be deemed to be beneficially owned by Mr. Sonne. Mr. Sonne's holdings also
include __________ shares with respect to which he acts as trustee. Mr. Sonne
disclaims beneficial ownership of all such shares. Mr. Sonne's holdings do not
include ___________ shares held in a trust under which he is an income
beneficiary and with respect to which he has no voting or investment powers.
As of September __, 1997 the Fund's directors and officers as a group were
deemed to beneficially own _____________ Class A shares, constituting
approximately _____% of such Class, including _____________ shares with respect
to which certain directors disclaim beneficial ownership.
In addition, the Adviser's employees as a group own __________ Class A
shares under a Profit Sharing and Money Purchase Pension Plan. Such shares
constitute approximately _____% of such Class. Directors and officers do not
own Class B, Class C or Class Y shares.
OTHER INFORMATION REGARDING DIRECTORS
Directors' Compensation Schedule
During the fiscal year ended July 31, 1997, the compensation paid to the
non-interested Directors who are was as follows:
Aggregate Fund Total Complex
Name Compensation Compensation
----- ---------------- ---------------
Wesley E. Bass $7,375 $24,375
Marc P. Blum 7,200 23,600
Eugene M. Feinblatt 6,300 20,700
Jerry D. Geist 7,050 23,050
D. James Guzy 7,250 23,750
G. Bernard Hamilton 7,100 24,700
LeRoy E. Hoffberger 7,150 23,550
Laurence W. Levine 7,150 23,550
Christian R. Sonne 7,200 23,600
Edwin R. Werner 7,100 23,200
Complex compensation is the aggregate compensation paid, for services as a
Director, by all mutual funds with the same investment adviser.
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During the last fiscal year, the Board of Directors held four regularly
scheduled meetings and one special meeting. The Board of Directors has an Audit
Committee, whose current members are Messrs. Bass, Blum, Feinblatt, Levine,
Guzy, Hoffberger and Sonne. The functions of the Committee include (i) making
recommendations to the Board of Directors as to which firm of independent
certified public accountants and auditors will be selected by the Board of
Directors (subject to shareholder ratification); (ii) meeting with the
independent certified public accountants and auditors and reviewing the methods,
scope and results of audits and the fees charged; and (iii) reviewing the
adequacy of the Fund's internal accounting procedures and controls. The Audit
Committee met three times in the Fund's last fiscal year and all members were
present. Jerry D. Geist attended fewer than 75% of the aggregate of the Board of
Directors and Nominating Committee meetings on which he serves.
The Board of Directors has a Nominating Committee, whose current members
are Messrs. Geist, Guzy, Blum, Sonne, Werner and Hamilton. The Committee met
one time in the Fund's last fiscal year and all members were present at that
meeting. The function of the Committee is to make recommendations to the Board
of Directors as to possible nominees for the Board of Directors. The Committee
will consider nominees recommended by shareholders. To submit recommendations,
a shareholder may write to the Nominating Committee at the Fund's address at the
head of this proxy statement, giving the name of and background information
concerning the person recommended.
The Board of Directors does not have a compensation committee.
ITEM 2: SELECTION OF AUDITORS
Tait, Weller & Baker (the "Firm") was selected by the Board of Directors,
including a majority of the Non-interested Directors, as the independent
certified public accountants and auditors of the Fund for the fiscal year ending
July 31, 1998, and such selection is being submitted to the shareholders for
ratification or rejection at the Meeting. The Firm also acts as independent
certified public accountants and auditors of the Adviser and of Davis High
Income Fund Inc., Davis Series, Inc., Davis Tax-Free High Income Fund, Inc.,
Davis International Series, Inc., Selected American Shares, Inc., Selected
Special Shares, Inc. and Selected Capital Preservation Trust, the other mutual
funds which the Adviser manages and for which it serves as distributor. The
Firm has informed the Board of Directors that it has no direct or indirect
financial interest in the Fund or any of the above named companies. A
representative of the Firm is expected to be at the Meeting and will have the
opportunity to make a statement and to respond to appropriate questions. In
connection with its audit function, the Firm will audit the annual report and
review the Fund's post-effective amendment to its registration statement filed
with the Securities and Exchange Commission (the "SEC"). In addition, the Firm
may review the Fund's federal, state and local tax returns and the Fund's annual
report filed with the SEC. The ratification of the selection of auditors
requires the vote of the holders of a majority of the votes present or
represented at the Meeting.
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THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE TO APPROVE
THE SELECTION OF AUDITORS.
MISCELLANEOUS
Certain Shareholders of the Fund
As of the Record Date, Shelby Cullom Davis & Co., 70 Pine Street, New York,
NY 10270-0002 was the record owner of __________ Class A shares constituting
____% of such Class. Merrill Lynch Trust Co. TTEE, FBO Qualified Retirement
Plans, 400 Atrium Drive 4th Floor, Somerset NJ, 08873-4102, held ____________
Class A shares constituting ____% of such Class. Merrill Lynch Pierce Fenner &
Smith, Mutual Fund Operations, 4800 Deerlake Drive East, 3rd Floor,
Jacksonville, FL 32246-6484, was the record owner of ____________ Class A
shares, __________ Class B shares, __________ Class C shares and ________ Class
Y shares constituting ____%, ____%, _____% and __5__%, respectively of each such
class. As of the Record Date, no other persons owned of record or, to the
knowledge of the Fund, owned beneficially more than five percent of the
outstanding Class A, Class B, Class C or Class Y shares of the Fund.
Other Matters
The Board of Directors knows of no matters which are to be brought before
the 1997 Annual Meeting other than as set forth above. However, if any other
matters properly come before the 1997 Annual Meeting, the persons named in the
enclosed form of proxy intend to vote such proxy with their best judgment on
such matters.
Shareholder Meetings
The Fund is not required to hold annual shareholder meetings but will hold
special meetings as required by law or deemed desirable by the Board of
Directors. Since regular meetings of shareholders are not held, the anticipated
date of the next shareholder meeting cannot be provided. Any shareholder
proposal which may properly be included in the proxy solicitation material for a
shareholder meeting must be received by the Fund within a reasonable time prior
to the date proxy statements are mailed to shareholders. Submission of a
proposal, however, does not guarantee its inclusion for consideration at a
meeting since certain requirements under the federal securities law apply.
Shareholder Report
A SHAREHOLDER MAY, WITHOUT CHARGE, RECEIVE A COPY OF THE ANNUAL REPORT FOR
THE FISCAL YEAR ENDED JULY 31, 1997 BY CALLING TOLL FREE 1-800-279-0279 OR
WRITING TO THE FUND AT THE ADDRESS NOTED ABOVE.
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X PLEASE MARK VOTES
AS IN THIS EXAMPLE
WITH FOR ALL
FOR HOLD EXCEPT
/_/ /_/ /_/
1. The election of Directors:
Wesley E. Bass, Jr., Jeremy H. Biggs, Marc P. Blum, Andrew A. Davis, Christopher
C. Davis, Davis, Eugene M. Feinblatt, Jerry D. Geist, D. James Guzy, G. Bernard
Hamilton, LeRoy E. Hoffberger, Laurence W. Levine, Christian R. Sonne, Edwin R.
Werner.
If you do not wish to vote "FOR" a particular nominee, mark the "For All Except"
box and strike a line through that nominee's name. Your vote shall be counted
for the remaining nominees.
Record Date Net Asset Value:
For Against Abstain
2. Proposal to ratify the selection of /_/ /_/ /_/
__________ as independent public accountants
and auditors of the Fund for the fiscal year
ending July 31, 1998.
For Against Abstain
3. In their discretion to transact such other matters /_/ /_/ /_/
as may properly come before the meeting or any
adjournment or adjournments thereof.
I hereby ratify all that said proxies or their substitutes may do by virtue
hereof. The Net Asset Value represented hereby will be voted as specified. If
no specification is indicated, the Net Asset Value will be voted in favor of all
proposals.
Mark box at right if comments or address change has been noted on /_/
the reverse side of this card.
Date
Please be sure to sign and date this Proxy ----
- - -------------------------------------
- - --------Shareholder sign here-----------Co-owner sign here
DETACH CARD
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PROXY PROXY
DAVIS NEW YORK VENTURE FUND, INC.
Proxy for Annual Meeting of Shareholders to be held October ___, 1997
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints EILEEN R. STREET and SAMUEL P. YNZUNZA, and each
of them, the proxies of the undersigned with full power of substitution, to vote
at the Fund's Annual Meeting to be held at Hyatt Regency O'Hare at O'Hare
International Airport, 9300 West Bryn Mawr Ave., Rosemont, IL 60018, on the 6th
of October 1997, at 11:00 A.M., Central Standard time and at any adjournment
thereof, all of the stock the undersigned is entitled to vote as specified on
the reverse.
Please return your vote in the enclosed envelope. Place the ballot so that the
return address, located on the reverse side of this card, appears through the
window of the envelope.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign exactly as name appears above. 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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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