SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (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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Please Vote Immediately by Signing and Returning the Enclosed Proxy Card.
Delay may cause the Fund to incur additional expenses to solicit sufficient
votes for the meeting.
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 the Fund at 11 Hanover
Square, New York, New York on Tuesday, December 21, 1999 at 9:00 a.m., for the
following purposes:
1. To elect to the Board of Directors the Nominees, David R. Stack and
Robert D. Anderson, as respectively, Class II Director and Class III
Director, each 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 November 11, 1999 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
November 8, 1999
<PAGE>
TUXIS CORPORATION
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PROXY STATEMENT
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Annual Meeting of Stockholders
to be held December 21, 1999
This Proxy Statement, dated November 8, 1999, is furnished in connection
with a solicitation of proxies by the Board of Directors of Tuxis Corporation
(the "Fund") to be voted at the Annual Meeting of Stockholders of the Fund to be
held at the offices of the Fund at 11 Hanover Square, New York, New York on
Tuesday, December 21, 1999 at 9:00 a.m., 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 November 11, 1999 ("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 787,661.540 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 November 17, 1999. 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 DIRECTORS
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 II Director and one Class III Director to serve for a five
year term, and until his successor is duly elected and qualified. Each nominee
currently serves as a Director of the Fund. The following table sets forth
certain information concerning the nominees for Class II Director and Class III
Director of the Fund.
<TABLE>
<CAPTION>
Name, Principal Occupation, Business Experience for Past Five Years, Director Year Term
Address, and Age Since Expires
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CLASS II:
DAVID R. STACK - He is a partner with the law firm of McLaughlin & Stern, LLP. 1997 2004
His address is Franklin Avenue, Millbrook, New York 12545. He was born on January
24, 1957.
CLASS III:
ROBERT D. ANDERSON* - He is Vice Chairman of the Fund, as well as the other 1999 2000
investment companies in the Investment Company Complex, and of Winmill & Co.
Incorporated ("WCI") and certain of its affiliates. He also is Vice Chairman of
the Investment Manager. He was a member of the Board of Governors of the Mutual
Fund Education Alliance, and of its predecessor, the No-Load Mutual Fund
Association. He has also been a member of the District #12, District Business
Conduct and Investment Companies Committees of the NASD. He was born on December
7, 1929.
</TABLE>
*Mr. Anderson is an "interested person" because he is an "affiliated person" as
defined in the Investment Company Act of 1940, as amended (the "1940 Act").
The persons named in the accompanying form of proxy intend to vote
each such proxy for the election of the nominees listed above, unless
stockholders specifically indicate on their proxies the desire to withhold
authority to vote for the nominee. It is not contemplated that either nominee
will be unable to serve as a Director for any reason, but if that
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should occur prior to the Meeting, the proxyholders reserve the right to
substitute another person of their choice as nominee. Each 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 function of which is to exercise the powers of the Board of
Directors between meetings of the Board to the extent permitted by law to be
delegated and not delegated by the Board to any other committee. Mr. Winmill is
an "interested person" because he is an "affiliated person" as defined in the
1940 Act. The Fund has no standing nominating or compensation committee or any
committee performing similar functions.
Information relevant to the Continuing Directors is set forth below.
Each Director who is deemed to be an "interested person" because he is an
"affiliated person" as defined in the 1940 Act is indicated by an asterisk.
<TABLE>
<CAPTION>
Name, Principal Occupation, Business Experience for Past Five Years, Director Year Term
Address, and Age Since Expires
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<S> <C> <C>
CLASS I:
RUSSELL E. BURKE III -- He is President of Russell E. Burke III, Inc. Fine Art, 1997 2003
New York, New York. His address is 900 Park Avenue, New York, New York
10021. He was born on August 23, 1946.
CLASS IV:
THOMAS B. WINMILL* -- He is President, 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 WCI and certain of its affiliates. He also is
President of the Investment Manager. 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, the Chairman of the Board of the Fund. His address is 11
Hanover Square, New York, New York 10005. He was born on 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 WCI. 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 Thomas B. Winmill, the President, Chief Executive
Officer, and General Counsel of the Fund. His address is 11 Hanover Square, New
York, New York 10005. He was born on February 10, 1930.
</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 on March 1, 1955.
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 on 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,
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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 on 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
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Robert D. Anderson 200
Russell E. Burke III 0
Steven A. Landis 0
Joseph Leung 0
David R. Stack 100
Deborah Ann Sullivan 0
Bassett S. Winmill 1,099.094
Thomas B. Winmill 20.553
WCI and its subsidiaries, of which Bassett S. Winmill may be deemed a
controlling person, also own in the aggregate 18,300 or 2.32% of the Fund's
outstanding shares. Mr. Winmill disclaims beneficial ownership of such shares.
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 $2,750, 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 5
Board meetings and one audit and no executive committee meetings during the
Fund's most recently completed fiscal year. Each Director attended all the Board
meetings held during such year during the period the Director was in office. For
the year ended December 31, 1998, the aggregate amount of compensation paid to
the nominee by the Fund, and by all other investment companies advised by CEF
Advisers, Inc. (the "Investment Manager"), the Fund's investment adviser, and
its affiliates (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:
<TABLE>
<CAPTION>
Total Compensation from Fund and
Aggregate Compensation Investment Company (the number of other
Name of Nominee from the Fund Funds) Complex to Nominee
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<S> <C> <C>
Robert D. Anderson $0 $0 (4)
David R. Stack $14,000 $14,000 (0)
</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 fiscal
year ended December 31, 1998, 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
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<S> <C> <C>
Russell E. Burke III $14,000 $14,000 (0)
Bassett S. Winmill $0 $0 (5)
Thomas B. Winmill $0 $0 (8)
</TABLE>
The Investment Manager, located at 11 Hanover Square, New York, New York
10005, is CEF Advisers, Inc., a wholly-owned subsidiary of WCI, a publicly-owned
company whose securities are listed on The Nasdaq Stock Market. During the
fiscal year ended December 31, 1998, the Fund paid the Investment Manager
investment management fees of $73,350. Bassett S. Winmill, a Director of the
Fund, may be deemed a controlling person of WCI on the basis of his ownership of
100% of WCI's voting stock and, therefore, of the Investment Manager. In
February and March 1999, Robert D. Anderson, Bassett S. Winmill and Thomas B.
Winmill sold 29,000, 36,500, and 52,250 shares respectively of WCI's Class A
common stock on the open market at prices varying between $3.69 and $9.25 per
share. In September 1999,
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Robert D. Anderson, Bassett S. Winmill, and Thomas B. Winmill received from WCI,
respectively, 10,000, 40,000, and 40,000 incentive stock options to purchase
shares of WCI's Class A common stock at, respectively, $2.375, $2.6125, and
$2.6125 per share. These options expire after five years.
Vote Required
Inasmuch as the election of the nominees was approved by the vote of a
majority of the Board of Directors, the election of the nominees requires the
affirmative vote of a plurality of the votes cast at the Meeting.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES.
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 period commencing January 1, 1999 at a Board
meeting held on March 3, 1999. Accordingly, the selection by the Fund's Board of
Tait, Weller & Baker as independent auditors for the fiscal period commencing
January 1, 1999 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 WCI. 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
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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 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 for Stockholder Proposals
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 11, 1999 pursuant to
Rule 14a-4(c)(1) of the Securities Exchange Act of 1934, as amended (the "1934
Act"). 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
July 12, 2000 pursuant to Rule 14a- 8(e)2 of the 1934 Act. The date after which
notice of a shareholder proposal submitted outside the processes of Rule 14a-8
under the 1934 Act is considered untimely is September 24, 2000. In addition,
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 stock holders 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.
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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 December 21, 1999, 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 the Fund
at 11 Hanover Square, New York, New York on Tuesday, December 21, 1999 at 9:00
a.m., 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: , 1999
Please fold and detach card at perforation before mailing.
Your vote is important! Please sign and date the
proxy/voting instructions card above and return it
promptly in the enclosed postage-paid envelope or
otherwise to Tuxis Corporation, c/o Boston EquiServe,
P.O. Box 9391, Boston, MA 02205-9969, so that your
shares can be represented at the Meeting.
<PAGE>
TUXIS CORPORATION Please mark your votes as in this example: (record)
- --------------------------------------------------------------------------------
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 to the Board of Directors the Nominees, David R. Stack and
Robert D. Anderson, as respectively, Class II Director and Class III
Director, each to serve for a five year term and until his successor
is duly elected and qualified.
|_|FOR All Nominees |_|WITHHOLD authority only |_|WITHHOLD authority for
for those Nominee(s) whose ALL Nominees
name(s) I have written below
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.
<PAGE>
