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))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (ss.) 240.14a-11(c)
or (ss.) 240.14a-12
Tuxis Corporation
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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:
(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:
Notes:
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TUXIS CORPORATION
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Notice of Annual Meeting of Stockholders
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To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Tuxis
Corporation (the "Fund") will be held at the offices of Stroock & Stroock &
Lavan LLP, 180 Maiden Lane, 34th Floor, New York, New York, on November 24, 1998
at 8:30 a.m., for the following purposes:
1. To elect one Class I Director to serve for a five year term and until
his successor is duly elected and qualified.
2. To ratify the selection of Tait, Weller & Baker as the Fund's independent
auditors.
Stockholders of record at the close of business on October 21, 1998 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
Deborah Ann Sullivan
Secretary
New York, New York
October 22, 1998
PLEASE VOTE IMMEDIATELY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD.
Any delay will cause the Fund to incur additional expenses to solicit
sufficient votes for the meeting.
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TUXIS CORPORATION
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PROXY STATEMENT
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Annual Meeting of Stockholders
to be held November 24, 1998
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors of Tuxis Corporation (the "Fund") to be used
at the Annual Meeting of Stockholders of the Fund to be held on November 24,
1998 at 8:30 a.m. at the offices of Stroock & Stroock & Lavan LLP, 180 Maiden
Lane, 34th Floor, New York, New York, and at any postponement or adjournment
thereof ("Meeting") for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. Stockholders of record at the close of business
on October 21, 1998 ("Record Date") are entitled to be present and to vote on
matters at the Meeting. Stockholders are entitled to one vote for each Fund
share held and fractional votes for each fractional Fund share held. Shares
represented by executed and unrevoked proxies will be voted in accordance with
the specifications made thereon. If the enclosed form of proxy is executed and
returned, it nevertheless may be revoked by another proxy or by letter or
telegram directed to the Fund, which must indicate the stockholder's name. To be
effective, such revocation must be received prior to the Meeting. In addition,
any stockholder who attends the Meeting in person may vote by ballot at the
Meeting, thereby canceling any proxy previously given. As of the Record Date,
the Fund had 746,850.868 shares of common stock issued and outstanding.
Stockholders of the Fund will vote as a single class.
It is estimated that proxy materials will be mailed to stockholders of
record on or about October 26, 1998. The Fund's principal executive offices are
located at 11 Hanover Square, New York, New York 10005. Copies of the Fund's
most recent Annual and Semi-Annual Reports are available without charge upon
written request to the Fund at 11 Hanover Square, New York, New York 10005, or
by calling toll-free 1-888-847-4200.
PROPOSAL 1: ELECTION OF DIRECTOR
The Fund's Board of Directors is divided into five classes with the term of
office of one class expiring each year. It is proposed that stockholders of the
Fund elect one Class I Director to serve for a five year term and until his
successor is duly elected and qualified. The nominee currently serves as a
Director of the Fund. The following table sets forth certain information
concerning the nominee for Class I Director of the Fund.
Name, Principal Occupation and Director Year Term
Business Experience for Past Five Years Since Expires
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1997 2003
CLASS I:
RUSSELL E. BURKE III -- He is President of Russell E. Burke III, Inc. Fine Art,
New York, New York. His address is 900 Park Avenue, New York, New York 10021.
He was born August 23, 1946.
The persons named in the accompanying form of proxy intend to vote each such
proxy for the election of the nominee listed above, unless stockholders
specifically indicate on their proxies the desire to withhold authority to vote
for the nominee. It is not contemplated that the nominee will be unable to serve
as a Director for any reason, but if that should occur prior to the Meeting, the
proxyholders reserve the right to substitute another person of their choice as
nominee. The nominee listed above has consented to being named in this Proxy
Statement and has agreed to serve as a Director if elected.
The Fund has an audit committee comprised of Russell E. Burke III, David R.
Stack, and Thomas B. Winmill, the function of which is routinely to review
financial statements and other audit-related matters as they arise throughout
the year. The Fund has an executive committee comprised of Thomas B. Winmill.
The Fund has no standing nominating or compensation committee or any committee
performing similar functions. Certain information concerning the Fund's
Directors and executive officers, including compensation and other relevant
information, is set forth in Exhibit A hereto. The Fund pays its Directors who
are not "interested persons" of the Fund an annual retainer of $2,500, and a per
meeting fee of $2,500, and reimburses them for their meeting expenses. The Fund
also pays such Directors $250 per special telephonic meeting attended and per
committee meeting attended. The Fund does not pay any other remuneration to its
executive officers and Directors, and the Fund has no bonus, pension,
profit-sharing, or retirement plan. The Fund had five Board meetings and one
committee meeting during the Fund's most recently completed fiscal year. Each
Director attended all Board and committee meetings held during such year during
the period the Director was in office. For the year ended December 31, 1997, the
aggregate amount of compensation paid to the nominee by the Fund, and by all
other investment companies advised by affiliates of Group (collectively, the
"Investment Company Complex") for which such nominee is a Board member (the
current number of which is set forth in parenthesis next to the nominee's total
compensation) is as follows:
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<PAGE>
Total Compensation from Fund and
Aggregate Compensation Investment Company (the number
Name of Nominee from the Fund of other Funds) Complex to Nominee
- --------------------- ----------------------- ----------------------------------
Russell E. Burke III $6,750 $13,500 (0)
Bull & Bear Advisers, Inc. (the "Investment Manager"), the Fund's investment
adviser, located at 11 Hanover Square, New York, New York 10005, is a
wholly-owned subsidiary of Bull & Bear Group, Inc. ("Group"), a publicly-owned
company whose securities are listed on The Nasdaq Stock Market. Bassett S.
Winmill, a Director of the Fund, may be deemed a controlling person of Group on
the basis of his ownership of 100% of Group's voting stock and, therefore, of
the Investment Manager.
Vote Required
Inasmuch as the election of the nominee was approved by the vote of a
majority of the Board of Directors, the election of the nominee requires the
affirmative vote of a plurality of the votes cast at the Meeting.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Investment Company Act of 1940, as amended (the "1940 Act") requires
that the Fund's independent auditors be selected by a majority of those
Directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund; that such selection be submitted for ratification or rejection at the
Meeting; and that the employment of such independent auditors be conditioned
upon the right of the Fund, by vote of a majority of its outstanding securities
at any meeting called for that purpose, to terminate such employment forthwith
without penalty. The Fund's Board of Directors, including a majority of those
Directors who are not "interested persons," approved the selection of Tait,
Weller & Baker for the fiscal year ending December 31, 1998 at a Board meeting
held on March 4, 1998. Accordingly, the selection by the Fund's Board of Tait,
Weller & Baker as independent auditors for the fiscal year ending December 31,
1998 is submitted to stockholders for ratification or rejection. Apart from its
fees received as independent auditors, neither Tait, Weller & Baker nor any of
its partners has a direct, or material indirect, financial interest in the Fund
or the Investment Manager. Tait, Weller & Baker has acted as independent
auditors of the Fund since 1989, and acts as independent auditors of Group. The
Fund's Board believes that the continued employment of the services of Tait,
Weller & Baker, as described herein, is in the best interests of the Fund. A
representative of Tait, Weller & Baker is expected to be present at the Meeting,
will have the opportunity to make a statement, and will be available to respond
to appropriate questions.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF TAIT,
WELLER & BAKER AS INDEPENDENT AUDITORS OF THE FUND.
ADDITIONAL INFORMATION
A quorum is constituted with respect to the Fund by the presence in person
or by proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event that a quorum is not present at
the Meeting, or if 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 permit further solicitation of proxies. In
determining whether to adjourn the meeting the following factors may be
considered: the nature of the proposals that are the subject of the Meeting, the
percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation, and the information to be provided
to stockholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the meeting in person or by
proxy. A stockholder vote may be taken for one or more of the proposals in this
Proxy Statement prior to any adjournment if sufficient votes have been received
for approval. If a quorum is present, the persons named as proxies will vote
those proxies which they are entitled to vote "for" a Proposal in favor of any
adjournment, and will vote those proxies required to be voted "against" a
Proposal against any adjournment. If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote, represents a broker
"non-vote" (that is, a proxy from a broker or nominee indicating that such
person has not received instructions from the beneficial owner or other person
entitled to vote shares of the Fund on a particular matter with respect to which
the broker or nominee does not have discretionary power) or marked with an
abstention (collectively, "abstentions"), the Fund's shares represented thereby
will be considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business. Under Maryland law,
abstentions do not constitute a vote "for" or "against" a matter and will be
disregarded in determining "votes cast" on an issue. Abstentions, however, will
have the effect of a "no" vote for the purpose of obtaining requisite approval
for Proposal 2.
In addition to the use of the mails, proxies may be solicited personally, by
telephone, or by other means, and the Fund may pay persons holding its shares in
their names or those of their nominees for their expenses in sending soliciting
materials to their principals. The Fund will bear the cost of soliciting
proxies. In addition, the Fund will retain D.F. King & Co., Inc. ("D.F. King"),
77 Water Street, 20th Floor, New York, NY 10005, to solicit proxies on behalf of
its Board for a fee estimated at $4,000 plus expenses, primarily by contacting
shareholders by telephone and telegram. Authorizations to execute proxies may be
obtained by telephonic instructions in accordance with procedures designed to
authenticate the shareholder's identity. In all cases where a telephonic proxy
is solicited, the shareholder will be asked to provide his or her address,
social security number (in the
- 2 -
<PAGE>
case of an individual) or taxpayer identification number (in the case of an
entity) or other identifying information and the number of shares owned and to
confirm that the shareholder has received the Fund's Proxy Statement and proxy
card in the mail. Within 48 hours of receiving a shareholder's telephonic voting
instructions and prior to the Meeting, a confirmation will be sent to the
shareholder to ensure that the vote has been taken in accordance with the
shareholder's instructions and to provide a telephone number to call immediately
if the shareholder's instruction are not correctly reflected in the
confirmation. Shareholders requiring further information with respect to
telephonic voting instructions or the proxy generally should contact D.F. King
toll-free at 1-800-431-9646. Any shareholder giving a proxy may revoke it at any
time before it is exercised by submitting to the Fund a written notice of
revocation or a subsequently executed proxy or by attending the meeting and
voting in person.
DISCRETIONARY AUTHORITY, SUBMISSION DEADLINES
Although no business may come before the Meeting other than that specified
in the Notice of the Annual Meeting of Stockholders, shares represented by
executed and unrevoked proxies will confer discretionary authority to vote on
matters which the Fund did not have notice of by September 21, 1998. The
deadline for submitting shareholder proposals for inclusion in the Fund's proxy
statement and form of proxy for the Fund's next annual meeting is June 24, 1999
and the date after which notice of a shareholder proposal submitted outside the
processes of Rule 14a-8 under the Securites Exchange Act of 1934, as amended
(the "1934 Act"), is considered untimely for purposes of Rule 14a-4(c) of the
1934 Act is September 25, 1999. In addition to any other applicable
requirements, for a nomination to be made by a stockholder or for any other
business to be properly brought before the annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Fund in manner set forth in the Fund's By-laws. As of the date
hereof, the Fund's By-laws provide that to be timely, a stockholder's notice to
the Secretary must be delivered to or mailed and received at the principal
executive offices of the Fund (a) in the case of an annual meeting, not less
than sixty (60) calendar days nor more than ninety (90) calendar days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) calendar days before or sixty
(60) calendar days after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the later of the sixtieth (60th) calendar day prior to such annual meeting or
the tenth (10th) calendar day following the day on which notice of the date of
the annual meeting was mailed or public disclosure of the date of the annual
meeting was made, whichever first occurs; and (b) in the case of a special
meeting of stockholders called for the purpose of electing directors, not later
than the close of business on the tenth (10th) calendar day following the day on
which notice of the date of the special meeting was mailed or public disclosure
of the date of the special meeting was made, whichever first occurs. For the
foregoing purposes, the date of a public disclosure shall include, but not be
limited to, the date on which such disclosure is made in a press release
reported by the Dow Jones News Services, the Associated Press or any comparable
national news service or in a document publicly filed by the Fund with the
Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) (or the
rules and regulations thereunder) of the 1934 Act or pursuant to Section 30 (or
the rules and regulations thereunder) of the 1940 Act.
To the knowledge of the management of the Fund, no person beneficially owned
5% or more of the outstanding shares of the Fund as of the Record Date.
As set forth in the Fund's Amended and Restated Articles of Incorporation,
any action submitted to a vote by stockholders requires the affirmative vote of
at least eighty percent (80%) of the outstanding shares of all classes of voting
stock, voting together, in person or by proxy at a meeting at which a quorum is
present, unless such action is approved by the vote of a majority of the Board
of Directors, in which case such action requires (A) if applicable, the
proportion of votes required by the 1940 Act, or (B) the lesser of (1) a
majority of all the votes entitled to be cast on the matter with the shares of
all classes of voting stock voting together, or (2) if such action may be taken
or authorized by a lesser proportion of votes under applicable law, such lesser
proportion
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, at its principal executive offices, to the attention
of Deborah Ann Sullivan, Secretary, whether other persons are the beneficial
owners of the shares for which proxies are being solicited and, if so, the
number of copies of this Proxy Statement and other soliciting material you wish
to receive in order to supply copies to the beneficial owners of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
Dated: October 22, 1998
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EXHIBIT A
Information relevant to the Continuing Directors is set forth below. Each
Director who is deemed to be an "interested person" of the Fund, as defined in
the 1940 Act, is indicated by an asterisk.
<TABLE>
<CAPTION>
Name of Continuing Director, Principal Occupation and Director Year Term
Business Experience for Past Five Years Since Expires
- -------------------------------------------------------------------------------------------------------------- -----------------
CLASS II:
<S> <C> <C>
DAVID R. STACK - He is a partner with the law firm of McLaughlin & Stern, LLP. His 1997 1999
address is Franklin Avenue, Millbrook, New York 12545. He was born January 24, 1957.
CLASS III:
MARK C. WINMILL* -- He is Co-President, Co-Chief Executive Officer, and Chief 1997 2000
Financial Officer of the Fund, as well as the other investment companies in the Investment
Company Complex, and of Group and certain of its affiliates. He also is Chairman of the
Investment Manager and Investor Service Center, Inc. ("Investor Service"), a registered
broker/dealer and a subsidiary of Group, and President of Bull & Bear Securities, Inc.
("BBSI"), a registered broker/dealer and a subsidiary of Group. He is a son of Bassett S.
Winmill and brother of Thomas B. Winmill. His address is 11 Hanover Square, New York,
New York 10005. He was born November 26, 1957.
CLASS IV:
THOMAS B. WINMILL* -- He is Co-President, Co-Chief Executive Officer, and General 1997 2001
Counsel of the Fund, as well as the other investment companies in the Investment Company
Complex, and of Group and certain of its affiliates. He also is President of the Investment
Manager and Investor Service and Chairman of BBSI. He is a member of the New York
State Bar and the SEC Rules Committee of the Investment Company Institute. He is a son
of Bassett S. Winmill and brother of Mark C. Winmill. His address is 11 Hanover Square,
New York, New York 10005. He was born June 25, 1959.
CLASS V:
BASSETT S. WINMILL* -- He is Chairman of the Board of the Fund, as well as other 1984 2002
investment companies in the Investment Company Complex, and of Group. He is a member
of the New York Society of Security Analysts, the Association for Investment Management
and Research, and the International Society of Financial Analysts. He is the father of Mark
C. Winmill and Thomas B. Winmill. His address is 11 Hanover Square, New York, New
York 10005. He was born February 10, 1930.
</TABLE>
The aggregate amount of compensation paid to each continuing Director by the
Fund, and by all other funds in the Investment Company Complex for which such
continuing Director is a Board Member (the number of which is set forth in
parenthesis next to the continuing Director's total compensation) for the year
ended December 31, 1997, was as follows:
<TABLE>
<CAPTION>
Total Compensation from Fund and
Aggregate Compensation Investment Company Complex (the number
Name of Continuing Director from the Fund of other funds) Paid to Continuing Director
- --------------------------------------- --------------------------------- ------------------------------------------------
<S> <C> <C>
David R. Stack $3,375 $3,375 (0)
Bassett S. Winmill $0 $0 (2)
Mark C. Winmill $0 $0 (5)
Thomas B. Winmill $0 $0 (8)
</TABLE>
The executive officers, other than those who serve as Directors, and their
relevant biographical information are set forth below:
STEVEN A. LANDIS - Senior Vice President. He also is Senior Vice President
of the other investment companies in the Investment Company Complex, and the
Investment Manager and certain of its affiliates. From 1993 to 1995, he was
Associate Director - Proprietary Trading at Barclays de Zoete Wedd Securities
Inc. and, from 1992 to 1993, he was Director, Bond Arbitrage at WG Trading
Company. He was born March 1, 1955.
A-1
<PAGE>
JOSEPH LEUNG, CPA - Treasurer and Chief Accounting Officer. He also is
Treasurer and Chief Accounting Officer of the other investment companies in the
Investment Company Complex, and the Investment Manager and its affiliates. From
1992 to 1995, he held various positions with Coopers & Lybrand LLP, a public
accounting firm. He is a member of the American Institute of Certified Public
Accountants. He was born September 15, 1965.
DEBORAH ANN SULLIVAN - Vice President, Secretary and Chief Compliance
Officer. She also is Vice President, Secretary and Chief Compliance Officer of
the other investment companies in the Investment Company Complex, and the
Investment Manager and certain of its affiliates. From 1993 to 1994, she was the
Blue Sky Paralegal for SunAmerica Asset Management Corporation and, from 1992 to
1993, she was Compliance Administrator and Blue Sky Administrator with
Prudential Securities, Inc. and Prudential Mutual Fund Management, Inc. She is a
member of the New York State Bar. She was born June 13, 1969.
The address of each executive officer of the Fund is 11 Hanover Square, New
York, New York 10005.
The following table presents certain information regarding the beneficial
ownership of the Fund's shares as of the Record Date by each officer and
Director of the Fund owning shares on such date. In each case, such amount
constitutes less than 1% of the Fund's outstanding shares.
Name of Officer or Director Number of Shares
- ------------------------------------------ ------------------------------
Russell E. Burke III 0
Steven A. Landis 5
Joseph Leung 0
David R. Stack 100
Deborah Ann Sullivan 0
Bassett S. Winmill 1,000
Mark C. Winmill 13
Thomas B. Winmill 18
Group and its subsidiaries, of which Bassett S. Winmill may be deemed a
controlling person, also own in the aggregate 100 Fund shares.
Mr. Winmill disclaims beneficial ownership of such shares.
A-2
<PAGE>
YOUR VOTE IS IMPORTANT!
The proxy/voting instruction card previously mailed to you did not include
the name of the Director Nominee. Please sign and date this revised card
and return it promptly in the enclosed postage-paid envelope for otherwise
to Tuxis Corporation c/o Corporate Election Services,
P.O. Box 1150, Pittsburgh, PA 15230, so that your shares can be represented
at the Meeting.
Please fold and detach card at perforation before mailing.
Tuxis Corporation Proxy/Voting instruction card
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This proxy is solicited by and on behalf of the Fund's Board of Directors for
the Annual Meeting of Stockholders on November 24, 1998, and at any postponement
or adjournment thereof.
The undersigned stockholder of Tuxis Corporation (the "Fund") hereby appoints
Thomas B. Winmill and Deborah Ann Sullivan and each of them, the attorneys and
proxies of the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Stockholders to be held at the offices of Stroock &
Stroock & Lavan LLP, 180 Maiden Lane, 34th Floor, New York, New York, at 8:30
a.m. on November 24, 1998, and at any postponement or adjournment thereof
("Meeting"), to cast on behalf of the undersigned all votes that the undersigned
is entitled to cast at the Meeting and otherwise to represent the undersigned at
the Meeting with all of the powers the undersigned possesses and especially (but
without limiting the general authorization and power hereby given) to vote as
indicated on the proposals, as more fully described in the proxy statement for
the Meeting. The undersigned hereby acknowledges receipt of the Notice of the
Annual Meeting and the accompanying Proxy Statement and revokes any proxy
heretofore given for the Meeting. If no directions are given, the proxies will
vote FOR all proposals and in their discretion on any other matter that may
properly come before the Meeting.
Sign here as name(s) appear to the left.
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Signature(s) should be exactly as name or names
appearing on this form. Please sign this proxy
and return it promptly whether or not you plan
to attend the Meeting. If signing for a
corporation or partnership or as agent,
attorney or fiduciary, indicate the capacity in
which you are signing. If you do attend the
Meeting and decide to vote by ballot, such
vote will supersede this proxy.
Dated: , 1998
Please fold and detach card at perforation before mailing.
<PAGE>
Proxy to be sign and dated on the reverse side.
Please fold and detach card at perforation before mailing.
Tuxis Corporation Please mark your votes as in this example: (record)
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Please sign, date and return this proxy/voting instructions card promptly in the
enclosed postage-paid envelope. If no direction is given on a proposal, the
proxies will vote FOR the proposal, in accordance with the Fund Board's
recommendations.
1. To elect the Nominee, Russell E. Burke III, as Class I Director to serve
for a five year term and until his successor is duly elected and qualified.
|_|FOR the Nominee, Russell E. Burke III |_|WITHHOLD authority for the Nominee
Russell E. Burke III
2. To ratify the selection of Tait, Weller & Baker as the Fund's independent
auditors.
|_| FOR |_| AGAINST |_| ABSTAIN
Please fold and detach card at perforation before mailing.
Proxy to be signed and dated on the reverse side.
