SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)
Tuxis Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
901 14 4 105
(CUSIP Number)
INVESTOR SERVICE CENTER, INC.
11 Hanover Square, 12th Floor
New York, NY 10005
Attn: Deborah A. Sullivan, Esq.
212-363-1100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 16, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
<PAGE>
- --------------
|Number of |
|Shares |
|Beneficially |
|Owned by |
|Each |
|Reporting |
|Person with |
- --------------
1 Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons
(Entities Only)
Investor Service Center, Inc. / 13-3321855
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds WC
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power 42,918 Shares
- --------------------------------------------------------------------------------
8 Shared Voting Power 0
- --------------------------------------------------------------------------------
9 Sole Dispositive Power 42,918 Shares
- --------------------------------------------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 42,918 Shares
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares / X /
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 5.37%
- --------------------------------------------------------------------------------
14 Type of Reporting Person BD
- --------------------------------------------------------------------------------
<PAGE>
- --------------
|Number of |
|Shares |
|Beneficially |
|Owned by |
|Each |
|Reporting |
|Person with |
- --------------
1 Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons
(Entities Only)
Bassett S. Winmill
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds PF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization USA
- --------------------------------------------------------------------------------
7 Sole Voting Power 4,102.470 Shares
- --------------------------------------------------------------------------------
8 Shared Voting Power 0
- --------------------------------------------------------------------------------
9 Sole Dispositive Power 4,102.470 Shares
- --------------------------------------------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,102.470 Shares
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
/x /
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0.51%
- --------------------------------------------------------------------------------
14 Type of Reporting Person IN
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1 SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock of Tuxis
Corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 11 Hanover Square, New York, NY 10005.
Principal Executive Officers of Issuer Title
- -------------------------------------- ----------------------------------------
Steven A. Landis Senior Vice President
Joseph Leung Treasurer
Deborah Ann Sullivan Secretary
Thomas B. Winmill President
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed by Investor Service
Center, Inc. (a Delaware corporation), a registered broker/dealer ("ISC"), and
Bassett S. Winmill (the "Reporting Persons"). The address of each is 11 Hanover
Square, New York, NY 10005. Further information is attached in Exhibit A.
(d) None
(e) None
(f) ISC is a Delaware corporation. Bassett S. Winmill is a
citizen of the U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ISC used working capital. Bassett S. Winmill used personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Shares for investment purposes.
Notwithstanding any of the foregoing, the Reporting Persons may at
any time modify, change, abandon, or replace, some or all of the foregoing
purposes and plans and discussions relating thereto or discontinue or
re-continue such modifications, changes, abandonments, or replacements at any
time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) As of February 16, 2000, the Reporting Persons believe there are 799,150.780
shares of Common Stock outstanding. ISC is the beneficial owner of 42,918 shares
of Common Stock, which constitutes approximately 5.37% of the outstanding shares
of Common Stock. Bassett S. Winmill is the beneficial owner of 4,102.47 shares
of Common Stock, which constitute approximately 0.51% of the outstanding shares
of Common Stock. ISC disclaims beneficial ownership of shares held by Bassett S.
Winmill. Bassett S. Winmill disclaims beneficial ownership of shares held by
ISC.
<PAGE>
(B) Power to vote and to dispose of the securities resides with the Reporting
Persons.
(C) During the last sixty days, the following transactions were effected
in the common stock of the Issuer:
<TABLE>
<CAPTION>
Where and How
Number of Transaction
Reporting Person Date Buy/Sell Shares Price Per Share Effected
- ------------------ ------------------ -------------- ----------- ------------------- -------------------
<S> <C> <C> <C> <C> <C>
ISC 12/27/99 Bought 1,300 11.75 AMEX
ISC 12/28/99 Bought 2,100 11.75 AMEX
ISC 12/30/99 Bought 5,000 11.38 AMEX
ISC 12/31/99 Bought 518 11.74 Dividend Reinvestment
ISC 2/11/00 Bought 3,000 11.50 AMEX
ISC 2/16/00 Bought 3,000 11.375 AMEX
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
ISC is a wholly owned subsidiary of Winmill & Co. Incorporated
("WCI") . WCI, a publicly owned company whose securities are listed on Nasdaq
and traded in the over-the-counter market, is a New York based manager of
investment companies. Bassett S. Winmill may be deemed a controlling person of
WCI and, therefore, may be deemed a controlling person of ISC. Another wholly
owned subsidiary of WCI is CEF Advisers, Inc. ("CEF"), the investment manager of
the Issuer.
Pursuant to an investment management agreement, CEF acts as general
manager of the Issuer, being responsible for the various functions assumed by
it, including the regular furnishing of advice with respect to portfolio
transactions. CEF manages the investment and reinvestment of the assets of the
Issuer, subject to the control and oversight of the Issuer's directors. For its
services, CEF receives an investment management fee, payable monthly, based on
the average weekly net assets of the Issuer, at the annual rate of 0.60% of the
$500 million, and 0.50% over $500 million. From time to time, CEF may reimburse
all or part of this fee to improve the Issuer's yield and total return. CEF
provides certain administrative services to the Issuer at cost. During the
fiscal year ended December 31, 1999, the investment management fees payable by
the Issuer to CEF were $70,569, representing 0.60% of its average daily net
assets.
Bassett S. Winmill, a Reporting Person and who may be deemed a
controlling person of WCI, ISC and CEF, is chairman of the board of directors of
the Issuer. Robert D. Anderson and Thomas B. Winmill are directors and officers
of WCI, ISC, CEF, and the Issuer. Each of Steven A. Landis, Joseph Leung, and
Deborah A. Sullivan are officers of WCI, ISC, CEF, and the Issuer. The Issuer
has an audit committee comprised of directors Russell E. Burke, III, David
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 Issuer has an executive committee comprised of Thomas B. Winmill.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Certain information concerning the Issuer's and ISC's
directors and executive officers.
Exhibit B: The investment management agreement between the
Issuer and CEF Advisers, Inc.
Exhibit C: Agreement to file Schedule 13D jointly.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 18, 2000
INVESTOR SERVICE CENTER, INC.
By: /s/ Deborah A. Sullivan
Name: Deborah A. Sullivan
Title: Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 18, 2000
By: /s/ Bassett S. Winmill
Name: Bassett S. Winmill
<PAGE>
EXHIBIT A
The business address for all entities and individuals listed in this
Exhibit A is 11 Hanover Square, 12th Floor, New York, NY 10005.
Investor Service Center, Inc. ("ISC") and CEF Advisers, Inc. ("CEF") are
wholly-owned subsidiaries of Winmill & Co. Incorporated ("WCI"), a
publicly-owned company whose securities are listed on The Nasdaq Stock Market.
Bassett S. Winmill, a director of the Issuer, may be deemed a controlling person
of WCI on the basis of his ownership of 100% of WCI's voting stock and,
therefore, of ISC and CEF.
The directors of ISC and CEF are Thomas B. Winmill and Robert D. Anderson.
The directors of WCI are Robert D. Anderson, Charles A. Carroll, Mark C. Jones,
Edward G. Webb, Bassett S. Winmill, and Thomas B. Winmill. The directors of the
Issuer are Bassett S. Winmill, Robert D. Anderson, Thomas B. Winmill, Russell
E. Burke, III, and David Stack.
Information relevant to each director of the Issuer deemed to be an
"interested person" of the Issuer by virtue of their relationship with CEF, as
defined in the 1940 Act is set forth below:
Issuer Year
Name of Certain Issuer Director, Principal Occupation and Director Term
Business Experience for Past Five Years Since Expires
- --------------------------------------------------------------------------------
THOMAS B. WINMILL -- He is President, Chief Executive 1996 2001
Officer, and General Counsel of the Issuer, as well as the
other investment companies in the Investment Company
Complex, and of WCI and certain of its affiliates. He also
is President and a Director of ISC and CEF. 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. He was born June 25, 1959.
BASSETT S. WINMILL -- He is Chairman of the Board of the 1996 2002
Issuer, as well as other 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. His address is 11 Hanover
Square, New York, New York 10005. He was born February 10,
1930.
<PAGE>
Issuer Year
Name of Certain Issuer Director, Principal Occupation and Director Term
Business Experience for Past Five Years Since Expires
- --------------------------------------------------------------------------------
ROBERT D. ANDERSON -- He is Vice Chairman of the Issuer, as 1999 2000
well as the other investment companies in the Investment
Company Complex, and of WCI and certain of its affiliates.
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 is 69 years old.
The non-director executive officers of the Issuer and/or
director/officers of CEF and/or WCI, and their relevant biographical information
are set forth below:
STEVEN A. LANDIS - Senior Vice President of the Issuer. He also is
Senior Vice President of the other investment companies in the Investment
Company Complex, and CEF and WCI. 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.
JOSEPH LEUNG, CPA - Treasurer and Chief Accounting Officer of the
Issuer. He also is Treasurer and Chief Accounting Officer of the other
investment companies in the Investment Company Complex, and CEF and WCI. 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 of the Issuer. She also is Vice President, Secretary and
Chief Compliance Officer of the other investment companies in the Investment
Company Complex, and CEF and WCI. 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 following table presents certain information regarding the
beneficial ownership of the Issuer's shares as of December 31, 1999 by each
foregoing officer and/or director of the Issuer.
Name of Officer or Director Number of Shares
-----------------------------------------------------
Robert D. Anderson 200.00
Steven A. Landis 5.00
Joseph Leung 0.00
Deborah Ann Sullivan 0.00
Bassett S. Winmill 4,102.47
Thomas B. Winmill 21.253
EXHIBIT B
[Tuxis Corporation changed its name from Bull & Bear Municipal Income Fund, Inc.
on August 31, 1998; CEF Advisers, Inc. changed its name from Bull & Bear
Advisers, Inc. on April 1, 1999.]
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made on November 8, 1996, by and between TUXIS
CORPORATION, a Maryland corporation (the "Fund") and CEF ADVISERS, INC., a
Delaware corporation (the "Investment Manager").
WHEREAS the Fund intends to register under the Investment Company
Act of 1940, as amended (the "1940 Act"), as a closed-end management investment
company; and
WHEREAS, the Fund desires to retain the Investment Manager to
furnish certain investment advisory and portfolio management services to the
Fund, and the Investment Manager desires to furnish such services;
NOW THEREFORE, in consideration of the mutual promises and
agreements herein contained and other good and valuable consideration, the
receipt of which is hereby acknowledged, it is hereby agreed between the parties
hereto as follows:
1. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of its assets, including the regular furnishing of
advice with respect to the Fund's portfolio transactions subject at all times to
the control and oversight of the Fund's Board of Directors, for the period and
on the terms set forth in this Agreement. The Investment Manager hereby accepts
such employment and agrees during such period to render the services and to
assume the obligations herein set forth, for the compensation herein provided.
The Investment Manager shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way, or
otherwise be deemed an agent of the Fund.
2. The Fund assumes and shall pay all the expenses required for the
conduct of its business including, but not limited to, salaries of
administrative and clerical personnel, brokerage commissions, taxes, insurance,
fees of the transfer agent, custodian, legal counsel and auditors, association
fees, costs of filing, printing and mailing proxies, reports and notices to
shareholders, preparing, filing and printing the prospectus and statement of
additional information, payment of dividends, costs of stock certificates, costs
of shareholders meetings, fees of the independent directors, necessary office
space rental, all expenses relating to the registration or qualification of
shares of the Fund under applicable Blue Sky laws and reasonable fees and
expenses of counsel in connection with such registration and qualification and
such non-recurring expenses as may arise, including, without limitation,
actions, suits or proceedings affecting the Fund and the legal obligation which
the Fund may have to indemnify its officers and directors with respect thereto.
3. If requested by the Fund's Board of Directors, the Investment
Manager may provide other services to the Fund such as, without limitation, the
functions of billing, accounting, certain shareholder communications and
services, administering state and Federal registrations, filings and controls
and other administrative services. Any services so requested and performed will
be for the account of the Fund and the costs of the Investment Manager in
rendering such services shall be reimbursed by the Fund, subject
<PAGE>
to examination by those directors of the Fund who are not interested persons of
the Investment Manager or any affiliate thereof.
4. The services of the Investment Manager are not to be deemed
exclusive, and the Investment Manager shall be free to render similar services
to others in addition to the Fund so long as its services hereunder are not
impaired thereby.
5. The Investment Manager shall create and maintain all necessary
books and records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the 1940 Act
and the rules thereunder, as the same may be amended from time to time,
pertaining to the investment management services performed by it hereunder and
not otherwise created and maintained by another party pursuant to a written
contract with the Fund. Where applicable, such records shall be maintained by
the Investment Manager for the periods and in the places required by Rule 31a-2
under the 1940 Act. The books and records pertaining to the Fund which are in
the possession of the Investment Manager shall be the property of the Fund. The
Fund, or the Fund's authorized representatives, shall have access to such books
and records at all times during the Investment Manager's normal business hours.
Upon the reasonable request of the Fund, copies of any such books and records
shall be provided by the Investment Manager to the Fund or the Fund's authorized
representatives.
6. As compensation for its services provided pursuant to this
Agreement, the Fund will pay to the Investment Manager a fee from its assets,
such fee to be computed weekly and paid monthly in arrears at the annual rate of
0.60% of the first $500 million and 0.50% over $500 million of the Fund's net
assets. If this Agreement becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of the month or
from the beginning of such month to the date of termination, as the case may be,
shall be protected according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
7. The Investment Manager shall direct portfolio transactions to
broker/dealers for execution on terms and at rates which it believes, in good
faith, to be reasonable in view of the overall nature and quality of services
provided by a particular broker/dealer, including brokerage and research
services and sales of shares of the Fund and shares of the other funds in the
Bull & Bear fund complex. The Investment Manager may also allocate portfolio
transactions to broker/dealers that remit a portion of their commissions as a
credit against Fund expenses. With respect to brokerage and research services,
the Investment Manager may consider in the selection of broker/dealers brokerage
or research provided and payment may be made of a fee higher than that charged
by another broker/dealer which does not furnish brokerage or research services
or which furnishes brokerage or research services deemed to be of lesser value,
so long as the criteria of Section 28(e) of the Securities Exchange Act of 1934,
as amended, or other applicable laws are met. Although the Investment Manager
may direct portfolio transactions without necessarily obtaining the lowest price
at which such broker/dealer, or another, may be willing to do business, the
Investment Manager shall seek the best value for the Fund on each trade that
circumstances in the market place permit, including the value inherent in
on-going relationships with quality brokers. To the extent any such brokerage or
research services may be deemed to be additional compensation to the Investment
Manager from the Fund, it is authorized by this Agreement. The Investment
Manager may place brokerage for the Fund through an affiliate of the Investment
Manager, provided that: the Fund not deal with such affiliate in any transaction
in which such affiliate acts as
<PAGE>
principal; the commissions, fees or other remuneration received by such
affiliate be reasonable and fair compared to the commissions, fees or other
remuneration paid to other brokers in connection with comparable transactions
involving similar securities being purchased or sold on a securities exchange
during a comparable period of time; and such brokerage be undertaken in
compliance with applicable law. The Investment Manager's fees under this
Agreement shall not be reduced by reason of any commissions, fees or other
remuneration received by such affiliate from the Fund.
8. The Investment Manager shall waive all or part of its fee or
reimburse the Fund monthly if and to the extent the aggregate operating expenses
of the Fund exceed the most restrictive limit imposed by any state in which
shares of the Fund are qualified for sale. In calculating the limit of operating
expenses, all expenses excludable under state regulation or otherwise shall be
excluded. If this Agreement is in effect for less than all of a fiscal year, any
such limit will be applied proportionately.
9. Subject to and in accordance with the Articles of Incorporation
and By-laws of the Fund and of the Investment Manager, it is understood that
directors, officers, agents and shareholders of the Fund are or may be
interested in the Fund as directors, officers, shareholders and otherwise, that
the Investment Manager is or may be interested in the Fund as a shareholder or
otherwise and that the effect and nature of any such interests shall be governed
by law and by the provisions, if any, of said Articles of Incorporation or
By-laws.
10. A. This Agreement shall become effective upon the date
hereinabove written provided that this Agreement shall not take effect unless it
has first been approved (i) by a vote of a majority of the Directors of the Fund
who are not parties to this Agreement, or interested persons of any such party
and (ii) by vote of the holders of a majority of the Fund's outstanding voting
securities.
B. Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, this Agreement shall continue automatically for successive periods
of twelve months each, provided that such continuance is specifically approved
at least annually (i) by a vote of a majority of the Directors of the Fund who
are not parties to this Agreement, or interested persons of any such party and
(ii) by the Board of Directors of the Fund by the vote of the holders of a
majority of the outstanding voting securities of the Fund.
C. This Agreement may be terminated without penalty at any time
either by vote of the Board of Directors of the Fund or by vote of the holders
of a majority of the Fund's outstanding voting securities on 60 days' written
notice to the Investment Manager, or by the Investment Manager on 60 days'
written notice to the Fund. This Agreement shall immediately terminate in the
event of its assignment.
11. The Investment Manager shall not be liable to the Fund or any
shareholder of the Fund for any error of judgment or mistake of law or for any
loss suffered by the Fund or the Fund's shareholders in connection with the
matters to which this Agreement relates, but nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
the Fund's shareholders by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of its reckless
disregard of obligations and duties under this Agreement.
12. As used in this Agreement, the terms "interested person,"
"assignment," and "majority of the outstanding voting securities" shall have the
meanings provided therefor in the 1940 Act, and the rules and regulations
thereunder.
<PAGE>
13. This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement, with respect to the subject
hereof whether oral or written. If any provision of this Agreement shall be held
or made invalid by a court or regulatory agency, decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
14. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York, provided, however, that nothing
herein shall be construed in a manner inconsistent with the 1940 Act or any rule
or regulation promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the day and year first above written.
ATTEST: TUXIS CORPORATION
_/s/_______________________ By:/s/________________________
ATTEST: CEF ADVISERS, INC.
_/s/________________________
By:/s/_________________________
<PAGE>
EXHIBIT C
AGREEMENT
AGREEMENT dated as of February 16, 2000 between Investor Service
Center, Inc., a Delaware corporation ("ISC"), and Bassett S. Winmill.
WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under
Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the parties hereto have decided to satisfy their filing obligations
under the 1934 Act by a single joint filing:
NOW, THEREFORE, the undersigned hereby agree as follows:
1. The Schedule 13D with respect to Tuxis Corporation, Inc.
to which this is attached as Exhibit C is filed on
behalf of ISC and Mr. Winmill.
2. Each of ISC and Mr. Winmill is responsible for the
completeness and accuracy of the information concerning
such person contained therein; provided that each person
is not responsible for the completeness or accuracy of
the information concerning any other person making such
filing, unless such person knows or has reason to
believe that such information is accurate.
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of
the date first above written.
INVESTOR SERVICE CENTER, INC.
/s/___________________________
By: President
BASSETT S. WINMILL
/s/___________________________
