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.
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Delay may cause the Fund to incur additional expenses to solicit
sufficient votes for the meeting.
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TUXIS CORPORATION
Notice of Annual Meeting of Stockholders
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, November 28, 2000 at 9:00 a.m., for the
following purposes:
1. To elect to the Board of Directors the Nominee, Robert D. Anderson, as
Class III 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 13, 2000 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
Monica Pelaez
Secretary
New York, New York
October 18, 2000
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TUXIS CORPORATION
PROXY STATEMENT
Annual Meeting of Stockholders
to be held November 28, 2000
This Proxy Statement, dated October 18, 2000, is furnished in connection
with a solicitation of proxies by 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, November 28, 2000 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 October 13, 2000 ("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 834,448.86 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 20, 2000. 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 III 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. Unless otherwise noted, the address of record for the
Directors and officers is 11 Hanover Square, New York, New York 10005. The
following table sets forth certain information concerning the nominee for Class
III Director of the Fund.
Name, Principal Occupation, Business Experience Director Year Term
for Past Five Years, Address, and Age Since Expires
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CLASS III:
ROBERT D. ANDERSON* - He is Vice Chairman of certain 1999 2000
investment companies in the Investment Company Complex, and
of Winmill & Co. Incorporated ("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 was born on
December 7, 1929.
*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 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
proxy holders 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 Board of Directors has adopted a written charter for the audit
committee, included as an appendix to this proxy statement. The Fund has an
audit committee comprised of Robert D. Anderson, Russell E. Burke III, and David
R. Stack, 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.
Name, Principal Occupation, Business Experience Director Year Term
for Past Five Years, Address, and Age Since Expires
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CLASS I:
RUSSELL E. BURKE III -- He is President of Russell E. Burke 1997 2003
III, Inc. Fine Art, New York, New York. His address is 900
Park Avenue, New York, New York 10021. He was born on August
23, 1946.
CLASS II:
DAVID R. STACK - He is a partner with the law firm of 1997 2004
McLaughlin & Stern, LLP. His address is Franklin Avenue,
Millbrook, New York 12545. He was born on January 24, 1957.
CLASS IV:
THOMAS B. WINMILL* -- He is President, Chief Executive 1997 2001
Officer, and General 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. He was born
on June 25, 1959.
CLASS V:
BASSETT S. WINMILL* -- He is Chairman of the Board of the 1984 2002
Fund, 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, the President, Chief Executive
Officer, and General Counsel of the Fund. He was born on
February 10, 1930.
The executive officers, other than those who serve as Directors, and their
relevant biographical information are set forth below:
MINJA FLEER, CPA - Vice President. She is Vice President of the other
investment companies in the Investment Company Complex, and Treasurer and Chief
Accounting Officer of the Investment Manager and its affiliates. Prior to 1998,
she was an accountant at Armat Co. She was born on December 25, 1957.
LEONA LEUNG - Treasurer and Chief Accounting Officer. She also is Treasurer
and Chief Accounting Officer of the other investment companies in the Investment
Company Complex, and Assistant Treasurer of the Investment Manager and its
affiliates. Prior to 1996, she was a staff accountant at Mendelsohn Kary Bell &
Natoli, P.C. She was born on August 24, 1971.
MONICA PELAEZ - 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. Previously, she was Special Assistant
Corporation Counsel to New York City Administration for Children's Services from
1998 to 2000 and an attorney with Piper & Marbury LLP in 1998 and Debevoise &
Plimpton in 1997. She earned her Juris Doctor from St. John's University School
of Law in 1997. She is a member of the New York State Bar. She was born on
November 5, 1971.
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
Minja Fleer 0
Leona Leung 0
David R. Stack 100
Monica Pelaez 0
Bassett S. Winmill 4,232.679
Thomas B. Winmill 23.371
To the knowledge of the management of the Company, as of the Record Date,
the following shareholders beneficially owned 5% or more of the outstanding
shares of the Company according to their Schedule 13D filed on October 12, 2000:
Approximate Percentage of
the Company's Total
Name and Address Common Stock Outstanding Shares
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Investor Service Center, Inc. 47,205.486 shares 5.66%
11 Hanover Square
New York, New York 10005
Winmill & Co. Incorporated* 47,205.486 shares 5.66%
11 Hanover Square
New York, New York 10005
Bassett S. Winmill** 51,438.165 shares 6.16%
11 Hanover Square
New York, New York 10005
* Winmill & Co. Incorporated has indirect beneficial ownership of these shares,
as a result of its status as a controlling person of Investor Service Center,
Inc., the direct beneficial owner.
**Bassett S. Winmill has indirect beneficial ownership of 47,205.486 of these
shares, as a result of his status as a controlling person of Winmill & Co.
Incorporated and Investor Service Center, Inc. the direct beneficial owner. Mr.
Winmill disclaims beneficial ownership of the shares held by Investor Service
Center, Inc.
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
five Board meetings, one audit committee meeting, and no executive committee
meetings during the Fund's most recently completed full fiscal year. No Director
attended less than 75% of all Board and all committee meetings held during such
year during the period such Director was in office or on such committee. For the
fiscal period ended December 31, 1999, the aggregate amount of compensation paid
to the nominee by the Fund and by all other investment companies advised by CEF
Advisers, Inc. ("CEF" or 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) was as follows:
Name of Nominee Aggregate Compensation
from the Fund
--------------------------------------------- ----------------------------------
Robert D. Anderson $0
Name of Nominee Total Compensation from Fund and Investment
Company (the number of other Funds) Complex to
Nominee
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Robert D. Anderson $0 (4)
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
period ended December 31, 1999, was as follows:
Name of Continuing Director Aggregate Compensation from
the Fund
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Russell E. Burke III $14,000
David R. Stack $14,000
Bassett S. Winmill $0
Thomas B. Winmill $0
Name of Continuing Total Compensation from Fund and Investment Company
Director Complex (the number of other funds) Paid to
Continuing Director
--------------------------------------------------------------------------------
Russell E. Burke III $14,000 (0)
David R. Stack $14,000 (0)
Bassett S. Winmill $0 (5)
Thomas B. Winmill $0 (8)
The Investment Manager, located at 11 Hanover Square, New York, New York
10005, is CEF, 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, 1999, the Fund paid the Investment Manager investment management
fees of $70,569. 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, a controlling person of the Investment Manager. Since the
beginning of the Fund's most recently completed fiscal year, Robert D. Anderson,
Bassett S. Winmill, and Thomas B. Winmill received from WCI, respectively,
20,000, 50,000, and 50,000 incentive stock options to purchase shares of WCI's
Class A common stock at a weighted average of, respectively, $2.125, $2.502, and
$2.502 per share. These options expire after five years.
Audit Committee Report
The audit committee has: (i) reviewed and discussed the audited financial
statements with management; (ii) discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61; and
(iii) received from the auditors disclosures regarding the auditors'
independence required by Independence Standards Board Standard No. 1, and
discussed with the auditors the auditors' independence. Based on these review
and discussions, the audit committee recommended to the Board of Directors that
the audited financial statements be included in the Fund's annual report to
shareholders for the last fiscal year for filing with the SEC.
Audit Committee Members: Robert D. Anderson, Russell E. Burke III, and
David R. Stack
Statement Regarding Composition of Audit Committee
The rules of the American Stock Exchange ("AMEX rules") require that the
Fund have an audit committee comprised solely of independent directors. The
Fund's audit committee is comprised of Robert D. Anderson, Russell E. Burke III,
and David R. Stack. Mr. Anderson would be deemed to be non-independent under the
AMEX rules by virtue of being a former officer of the Fund and by virtue of his
relationship with CEF, the Investment Manager of the Fund. However, the board of
directors has determined that Mr. Anderson's membership on the audit committee
is required by the best interests of the Fund and its shareholders, for the
following reasons:
1. In view of the current composition of the board of directors of the Fund,
to constitute the Audit Committee with at least three independent directors
would require the search, recruitment, appointment, orientation, and
payment of another independent director and expansion of the current board,
which presents an onerous burden on the efficient administration of the
Fund.
2. The relative small size of the Fund makes it comparable to small business
filers that file reports under SEC Regulation S-B, which are required by
AMEX rules to have audit committees comprised of at least two members, only
a majority of whom must be independent.
3. An outside, independent agent - State Street - determines daily: (1) a net
asset value per share for the Fund to the penny (unaudited); and (2) that
substantially all of the assets of the Fund are investment securities for
which reliable market quotations are typically available.
4. Investment companies, such as the Fund, are fundamentally different from
public operating companies. Unlike operating companies, the assets of the
Fund consist exclusively of investment securities and there is little or no
opportunity to "manage" earnings or results through selective application
of accounting policies. Thus, it is of somewhat lesser value to an
investment company that its entire audit committee consist of independent
directors.
5. The Fund is subject to the stringent regulatory scheme of the 1940 Act that
adequately protects against the abuses the three independent director rule
is designed to address. The 1940 Act requires, among other things, that at
least 40 percent of the directors on closed end fund boards be independent
of fund management, and the 1940 Act's definition of "independence" is
stricter than the one set forth in the AMEX rules.
6. Although Mr. Anderson is a director, Vice Chairman and a substantial holder
of the non-voting stock of the parent of CEF, WCI, he has recently resigned
as a director and officer of CEF and from the office of Vice Chairman of
the Fund.
7. While Mr. Anderson has been an officer in title with the Fund, he has never
been a paid employee of, or accepted any compensation from, the Fund, nor
has he had any relationship with the Fund that would disqualify him from
independent director status under the AMEX rules, other than through the
Fund's investment management agreements with CEF.
8. Mr. Anderson is currently a director of several investment companies within
the Investment Company Complex and has over 30 years of experience with
investment company accounting issues. Mr. Anderson has demonstrated and
currently affirms that in accordance with AMEX rules he is able to read and
understand fundamental financial statements, including a company's balance
sheet, income statement, and cash flow statement and his past employment
experience in finance and accounting and other comparable experience or
background has resulted in his financial sophistication, including being or
having been a senior officer with financial oversight responsibilities.
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.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEE.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
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 voting 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, 2000 at a Board meeting held on March 8, 2000.
Accordingly, the selection by the Fund's Board of Tait, Weller & Baker as
independent auditors for the fiscal period commencing January 1, 2000 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 its organization, 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 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 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 October 4, 2000 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 June 22,
2001 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 August 21, 2001. 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
Company in the manner set forth in the Company's By-laws. As of the date hereof,
the Company'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 Corporation not less than sixty (60) calendar days nor more than
ninety (90) calendar days prior to the anniversary date of the mailing date of
the notice of the preceding year's annual meeting; 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 (60) 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.
For purposes of that provision, 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
Corporation 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 or regulations thereunder) of the 1940 Act.
To the knowledge of the management of the Fund, no person beneficially
owned more than 5% 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
<PAGE>
Notice to Banks, Broker/Dealers and Voting Trustees and Their Nominees
Please advise the Fund, at its principal executive offices, to the
attention of Monica Pelaez, 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.
<PAGE>
APPENDIX
AUDIT COMMITTEE CHARTER
1. The Audit Committee shall consist of all Board members who are "independent
directors" in accordance with the American Stock Exchange rules and, only
to the extent necessary so that the Committee consists of at least three
members, other directors.
2. The purposes of the Audit Committee are:
a. to oversee the Fund's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of certain service providers;
b. to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and
c. to act as a liaison between the Fund's independent auditors and the
full Board of Directors.
The function of the Audit Committee is oversight. The Fund's management is
responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The auditors are responsible for
planning and carrying out a proper audit and reviews. In fulfilling their
responsibilities hereunder, it is recognized that members of the Audit Committee
are not full-time employees of the Fund and are not, and do not represent
themselves to be, accountants or auditors by profession or experts in the fields
of accounting or auditing. As such, it is not the duty or responsibility of the
Audit Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures. Each member of the Audit Committee
shall be entitled to rely on (i) the integrity of those persons and
organizations within and outside the Fund from which it receives information and
(ii) the accuracy of the financial and other information provided to the Audit
Committee by such persons and organizations absent actual knowledge to the
contrary (which shall be promptly reported to the Fund's Board). In addition,
the evaluation of the Fund's financial statements by the Audit Committee is not
of the same quality as audits performed by the independent accountants, nor does
the Audit Committee's evaluation substitute for the responsibilities of the
Fund's management for preparing, or the independent accountants for auditing,
the financial statements.
3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:
a. to recommend the selection, retention or termination of auditors and,
in connection therewith, to evaluate the independence of the auditors,
including whether the auditors provide any consulting services to the
Fund's investment adviser (it being understood that the auditors are
ultimately accountable to the Audit Committee and the Fund's Board and
that the Audit Committee and the Fund's Board shall have the ultimate
authority and responsibility to select, evaluate, retain and terminate
auditors, subject to any required stockholder vote);
b. to ensure receipt of a formal written statement from the auditors on a
periodic basis specifically delineating all relationships between the
auditors and the Fund; to discuss with the auditors any disclosed
relationships or services that may impact the auditors' objectivity
and independence; and to take, or recommend that the full Board take,
appropriate action to oversee the independence of the auditors;
c. to meet with the Fund's auditors, including private meetings, as
necessary (i) to review the arrangements for and scope of the annual
audit and any special audits; (ii) to discuss any matters of concern
relating to the Fund's financial statements, including any adjustments
to such statements recommended by the auditors, or other results of
said audit(s); and (iii) to consider the auditors' comments with
respect to the Fund's financial policies, procedures and internal
accounting controls and management's responses thereto;
d. to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors;
e. to review the fees charged by the auditors for audit and non-audit
services;
f. to investigate improprieties or suspected improprieties in Fund
operations; and
g. to report its activities to the full Board on a periodic basis and to
make such recommendations with respect to the above and other matters
as the Audit Committee may deem necessary or appropriate.
4. The Audit Committee shall meet on a regular basis and is empowered to hold
special meetings as circumstances require.
5. The Audit Committee shall regularly meet with the Fund's management,
including financial personnel.
6. The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Fund,
7. The Audit Committee shall review the adequacy of this Charter at least
annually and recommend any changes to the full Board. The Board shall also
review and approve this Charter at least annually.
8. The Fund shall provide the American Stock Exchange ("AMEX") written
confirmation regarding:
a. the adoption of this formal written Charter and the Audit Committee's
annual review and reassessment of the adequacy of this Charter;
b. the composition of the Audit Committee consisting of at least three
members and the number of independent directors;
c. any determination that the Fund's Board has made regarding the
independence of directors pursuant to the AMEX rules or applicable
law;
d. the financial literacy of the Audit Committee members as provided in
the AMEX rules; and
e. the determination that at least one of the Audit Committee members has
accounting or related financial management expertise as provided in
the AMEX rules.
<PAGE>
TUXIS CORPORATION PROXY/VOTING INSTRUCTION CARD
This proxy is solicited by and on behalf of the Fund's Board of Directors for
the Annual Meeting of Stockholders on November 28, 2000, and at any postponement
or adjournment thereof.
The undersigned stockholder of Tuxis Corporation (the "Fund") hereby appoints
Thomas B. Winmill and Monica Pelaez 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, November 28, 2000 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 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: , 2000
------------------------------
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 Nominee, Robert D. Anderson, as
Class III Director, to serve for a five year term and until his successor
is duly elected and qualified.
[ ] FOR the Nominee [ ] WITHHOLD authority for the Nominee
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.
