<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 Rule 14a-11(c) or Rule 14a-12
Excelsior Funds, Inc.
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(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 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
EXCELSIOR FUNDS, INC.
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
----------------
To The Shareholders of the June 13, 1997
Long-Term Supply of Energy Fund:
A Special Meeting of Shareholders of the Long-Term Supply of Energy Fund
(the "Fund") of Excelsior Funds, Inc. ("Excelsior") will be held on August 18,
1997 at 10:00 a.m. (local time) in the offices of United States Trust Company
of New York at 114 West 47th Street, New York, New York for the following
purposes:
(1) to approve a change to the Fund's sub-classification from
diversified to non-diversified, and to eliminate a related investment
limitation;
(2) to approve a change to the Fund's fundamental investment policies
to permit the Fund to invest in precious metal bullion and coins and
futures contracts on commodities;
(3) to adopt a fundamental investment policy that will allow the Fund
to invest more than 25% of the value of its total assets in companies
in the energy and other natural resources groups of industries; and
(4) to transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
The proposals referred to above are discussed in the Proxy Statement
attached to this Notice. Each shareholder is invited to attend the Special
Meeting of Shareholders in person. Shareholders of record at the close of
business on June 2, 1997 have the right to vote at the Special Meeting. IF YOU
CANNOT BE PRESENT AT THE SPECIAL MEETING, WE URGE YOU TO FILL IN, SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN ORDER THAT THE SPECIAL MEETING CAN BE
HELD AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF
PROPOSALS 1, 2, AND 3.
W. Bruce McConnel, III
Secretary
<PAGE>
EXCELSIOR FUNDS, INC.
73 TREMONT STREET
BOSTON, MASSACHUSETTS 02108
(800) 446-1012
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Excelsior Funds, Inc. ("Excelsior" or the
"Company") for use at Excelsior's Special Meeting of Shareholders of the Long-
Term Supply of Energy Fund (the "Fund") to be held in the offices of United
States Trust Company of New York ("U.S. Trust") at 114 West 47th Street, New
York, New York, on August 18, 1997 at 10:00 a.m. (local time). Such Special
Meeting and any adjournment thereof are hereinafter collectively referred to
as the "Meeting." The Fund's shares are hereinafter referred to as "Shares."
It is expected that the solicitation of proxies will be primarily by mail.
Excelsior's officers and service contractors may also solicit proxies by
telephone, telegraph, facsimile or personal interview. U.S. Trust will bear
all proxy solicitation costs. Any shareholder giving a proxy may revoke it at
any time before it is exercised by submitting to Excelsior a written notice of
revocation or a subsequently executed proxy or by attending the Meeting and
electing to vote in person. This Proxy Statement and the enclosed form of
proxy (the "Proxy") are expected to be distributed to shareholders on or about
June 24, 1997.
A Proxy is enclosed with respect to your Shares. The Proxy should be
completed in full. Each full Share is entitled to one vote, and each
fractional Share to a proportionate fractional vote.
If a Proxy is executed properly and returned, the Shares represented by it
will be voted at the Meeting in accordance with the instructions thereon. If
you do not expect to be present at the Meeting and wish your Shares to be
voted, please date and sign the enclosed Proxy and mail it in the enclosed
reply envelope.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT TO SHAREHOLDERS TO ANY SHAREHOLDER UPON REQUEST. THE COMPANY'S ANNUAL
REPORT TO SHAREHOLDERS MAY BE OBTAINED FROM THE COMPANY BY SENDING A WRITTEN
REQUEST TO THE COMPANY AT THE ADDRESS PROVIDED ABOVE, OR BY CALLING TOLL-FREE
AT (800) 446-1012.
1
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PROPOSAL 1
APPROVAL OF CHANGE OF SUB-CLASSIFICATION
TO NON-DIVERSIFIED AND ELIMINATION OF
RELATED INVESTMENT LIMITATION
The Fund is classified as a management investment company under the
Investment Company Act of 1940 (the "1940 Act"), and is sub-classified as an
open-end company and a diversified company. At the Meeting, shareholders will
be asked to approve a change to the Fund's latter sub-classification from a
diversified company to a non-diversified company. This change is sought to
increase investment flexibility. As a diversified investment company, at least
75% of the value of the Fund's total assets must be represented by securities
of issuers which do not constitute more than 5% of the value of the total
assets of the Fund or more than 10% of the voting securities of the issuer,
cash and cash items, U.S. government securities and securities of other
investment companies. These categories do not include investments in gold and
other precious metals.
A non-diversified investment company is not subject to this 75% asset
requirement, but as a regulated investment company the Fund would remain
subject to a more limited diversification requirement that is imposed by the
Internal Revenue Code of 1986. The Internal Revenue Code test applies at the
end of each fiscal quarter, and generally requires that at least 50% of the
value of the Fund's total assets be represented by the types of assets which
satisfy the 75% asset diversification requirement imposed by the 1940 Act. In
addition, no more than 25% of the value of the investment company's assets may
be invested in the securities of any one issuer.
Investment return of a non-diversified fund typically is dependent upon the
performance of a smaller number of securities than is the investment return of
a diversified fund of comparable size. Consequently, if the Fund were to
utilize its authority to assume larger positions in the obligations of a
smaller number of issuers, then changes in value of any one security would
affect the overall value of the Fund more than it would a diversified fund,
and thereby subject the Fund's net asset value per share to greater
fluctuations and risk.
Approval of this proposal will also eliminate the following fundamental
investment limitation of the Fund:
The Fund may not purchase securities of any one issuer, other than U.S.
Government obligations, if immediately after such purchase more than 5% of
the value of its total assets would be invested in the securities of such
issuer, except that up to 25% of the value of its total assets may be
invested without regard to this 5% limitation.
Approval of Proposal 1 would allow the Fund to invest in securities of fewer
issuers at any one time. Approval of Proposal 1 and Proposal 2 would permit
the Fund to invest a significant portion of its assets in precious metals.
Specifically, the Fund could comply with a proposed investment policy
recommended by the Fund's investment adviser and favored by the Board of
Directors of Excelsior that would permit the Fund to invest up to 35% of its
assets in precious metals. The adviser has made this recommendation because it
believes that investments in precious metals will increase portfolio
flexibility and provide a potential hedge against inflationary pressures.
2
<PAGE>
PROPOSAL 2
APPROVAL OF INVESTMENTS IN
PRECIOUS METAL BULLION AND COINS
AND FUTURES CONTRACTS ON COMMODITIES
At the Meeting, shareholders of the Fund will be asked to approve a change
to one of the Fund's fundamental investment limitations to permit the Fund to
invest in gold and other precious metal bullion and coins and related
contracts. As explained in the preceding paragraph, this change is being
proposed to provide the Fund with a broader range of potential investments and
to provide a potential hedge against inflation. The investment limitation
reads as follows:
The Fund may not purchase or sell commodities or commodities futures
contracts or invest in oil, gas, or other mineral exploration or
development programs; provided, however, that i) this shall not prohibit
the Fund from purchasing publicly traded securities of companies engaging
in whole or in part in such activities or from investing in liquidating
trust receipts, certificates of beneficial ownership or other instruments
in accordance with its investment objective and policies, and ii) the Fund
may enter into futures contracts and futures options.
This investment limitation prohibits investments in "commodities," which
includes precious metal bullion and coins. Based on the adviser's
recommendation, the Board of Directors of Excelsior recommends that the
limitation be revised as follows to permit the Fund to invest in precious
metal bullion and coins and futures contracts on commodities, and to clarify
that the Fund may invest in options on commodities and futures contracts, and
forward contracts on foreign currencies and precious metals:
The Fund may not purchase or sell commodities or invest in oil, gas, or
other mineral exploration or development programs; provided, however, that
the Fund may, in accordance with its investment objective and policies, (i)
purchase publicly traded securities of companies engaging in whole or in
part in such activities or invest in liquidating trust receipts,
certificates of beneficial ownership or other instruments, (ii) enter into
commodity futures contracts and other futures contracts, (iii) enter into
options on commodities and futures contracts, (iv) invest in gold and other
precious metal bullion and coins, and (v) enter into forward contracts on
foreign currencies and precious metals.
Subject to approval of the proposal by shareholders of the Fund, the Board
of Directors of Excelsior has voted to revise the investment policies of the
Fund to permit the Fund to invest up to 35% of its total assets in precious
metals. Precious metal bullion will not be purchased in any form that is not
readily marketable. Coins will not be purchased for their numismatic value and
will not be considered for the Fund if they cannot be bought or sold in an
active market. Any bullion or coins purchased by the Fund will be stored with
a qualified custodian bank in the United States. Shareholders should be aware
that precious metals do not generate income, offering only the potential for
capital appreciation and depreciation, and may subject the Fund to higher
custody and transaction costs than those normally associated with the
ownership of securities. Investments relating to precious metals are
considered speculative.
While the Fund will be able to enter into options on commodities, the Fund's
proposed investment policies do not presently contemplate such investments.
The Fund will also be able to enter into precious metals futures
3
<PAGE>
contracts and related options in addition to the futures contracts it can
enter into already. With respect to forward contracts, the Fund may enter into
contracts for the purchase or sale of precious metals or specific currencies
at a future date, at a price set at the time of the contract. The Fund
presently expects to enter into forward contracts only for hedging purposes.
The Fund will also be able to enter into forward contracts for "cross hedging"
purposes. Forward contracts are traded over-the-counter, and the Fund may also
trade other types of over-the-counter instruments based on precious metals
which are or may become available for trading.
The use of options, futures contracts and forward contracts may subject the
Fund to a number of risks. Purchasing options is a specialized investment
technique that entails a substantial risk of a complete loss of the amounts
paid as premiums to the writer of the options. The successful use of futures
by the Fund is subject to the ability of the adviser correctly to anticipate
movements in the direction of the market. The Fund may realize a loss on a
futures transaction that is not offset by a favorable movement in the price of
securities or precious metals that it holds or intends to purchase, and the
Fund may be unable to close a futures position in the event of adverse price
movements because there is no assurance of a liquid market for any particular
futures contract (or option) at any particular time. Forward contracts present
the risk that the Fund may be required to forego the benefits of advantageous
changes in exchange rates or prices of precious metals.
PROPOSAL 3
ADOPTION OF A FUNDAMENTAL INVESTMENT POLICY
THAT WILL ALLOW THE FUND TO INVEST MORE THAN 25%
OF THE VALUE OF ITS TOTAL ASSETS IN COMPANIES IN THE
ENERGY AND OTHER NATURAL RESOURCES GROUPS OF INDUSTRIES
The Fund proposes to adopt the following fundamental investment policy:
The Fund may not purchase any securities which would cause more than 25%
of the value of its total assets at the time of purchase to be invested in
the securities of one or more issuers conducting their principal business
activities in the same industry, provided, however, that there is no
limitation with respect to securities of companies in the energy and other
natural resources groups of industries or securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities.
Upon the recommendation of the Fund's investment adviser, the Board of
Directors recommends that the shareholders adopt this fundamental investment
policy in order that the Fund may pursue its investment objective to provide
long-term capital appreciation by investing primarily in domestic and foreign
companies that are in the energy and other natural resources groups of
industries. These companies include those that the investment adviser
considers to be principally engaged in the discovery, development, production
or distribution of energy or other natural resources, the development of
technologies for the production or efficient use thereof, or the furnishing of
related supplies or services. Energy and natural resources encompass a number
of traditional industry classifications, including among others: mining of
metals, coal and other minerals; oil and gas extraction; production of
petroleum, coal and newer resources such as geothermal and solar energy;
pipeline companies; and agricultural industries including crops, livestock,
and forestry and timberland.
4
<PAGE>
If the shareholders approve this proposal, under normal market conditions,
at least 65% of the Fund's total assets will be invested in the securities of
these types of companies. Normally investments in energy companies will
constitute a substantial portion of these investments, and at least 25% of the
Fund's total assets will be invested in crude oil, petroleum and natural gas
companies. This policy reflects the adviser's belief that these hydrocarbon
resources represent the primary component of world energy needs. However, the
amount may be reduced if there are changes in governmental regulations, world
economic and political events, exploration or production spending, supply,
demand or prices of crude oil, petroleum, natural gas or other energy sources,
and in the investment adviser's opinion, such changes would have an adverse
affect on the securities of such companies. The policies in this paragraph are
subject to change by the Board of Directors of Excelsior without the approval
of the Fund's shareholders.
The Fund's concentration in companies that are in the energy and other
natural resources groups of industries will subject it to certain risks. The
value of equity securities of these companies will fluctuate pursuant to
market conditions generally, as well as the market for the particular industry
in which the issuer is involved. The values of natural resources are affected
by numerous factors, such as events occurring in nature and international
politics. Inflationary pressures and rising interest rates may affect the
demand for certain natural resources. In addition, many of these companies are
located outside the United States, and a significant portion of the Fund's
assets may be invested in securities of foreign issuers. Investments in
foreign securities involve certain risks not ordinarily associated with
investments in domestic securities, including fluctuations in foreign exchange
rates, the possible imposition of exchange controls or other foreign
governmental laws or restrictions, the possibility of expropriation of assets,
confiscatory taxation, political or social instability or diplomatic
developments which could adversely affect investments, the absence of publicly
available information about foreign companies, possible reduced liquidity of
foreign securities, and higher transaction costs on foreign securities
markets.
Subject to approval by the stockholders of proposal 3, the Board of
Directors has voted to change the name of the Fund. The new name of the Fund
would be the "Energy and Natural Resources Fund."
* * *
The Fund is not proposing to change its investment objective of seeking
long-term capital appreciation. There is no assurance that the Fund will
achieve its investment objective. The investment adviser believes, however,
with the support of Excelsior's Board of Directors, that the proposals in this
Proxy Statement will provide the Fund with additional opportunities in seeking
to achieve its objective.
5
<PAGE>
REQUIRED VOTE
The approval of each of Proposals 1, 2 and 3 requires the affirmative vote
of the holders of a "majority of the outstanding Shares" of the Fund (as
defined in the 1940 Act), which means the lesser of (a) the holders of 67% or
more of the Shares of the Fund present at the Meeting if the holders of more
than 50% of the outstanding Shares of the Fund are present in person or by
proxy or (b) more than 50% of the outstanding shares of the Fund.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
OF THE FUND VOTE "FOR" PROPOSALS 1, 2 AND 3.
VOTING INFORMATION
RECORD DATE. Only shareholders of record at the close of business on June 2,
1997 will be entitled to vote at the Meeting. On that date there were
3,140,824.944 outstanding Shares of the Fund.
QUORUM. In the event that a quorum is not present at the Meeting, or in the
event that a quorum is present at the Meeting but sufficient votes to approve
a particular Proposal are not received, the persons named as proxies, or their
substitutes, may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. If a quorum is not present, the persons named as proxies
will vote those proxies FOR adjournment. If a quorum is present, the persons
named as proxies will vote those proxies which they are entitled to vote FOR
the particular Proposal in favor of such adjournments, and will vote those
proxies required to be voted AGAINST such Proposal against any adjournment. A
quorum is constituted with respect to the Fund by the presence in person or by
proxy of the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at the Meeting. Shares represented by broker non-votes are
treated as being present for purposes of determining a quorum. A vote cast
does not include an abstention or the failure to vote for or against a
proposal. Therefore, for purposes of determining the affirmative vote of a
"majority of the outstanding shares," an abstention or the failure to vote,
including a broker non-vote, will be the equivalent of voting against the
particular Proposal.
ANNUAL MEETINGS. Excelsior does not presently intend to hold annual meetings
of shareholders except as required by the 1940 Act or other applicable law.
Excelsior will call a meeting of shareholders for the purpose of voting upon
the question of removal of a member of the Board of Directors upon written
request of shareholders owning at least 25% of the outstanding shares of the
Excelsior entitled to vote.
OTHER SHAREHOLDER INFORMATION. On June 2, 1997, U.S. Trust and its
affiliates held of record substantially all of the outstanding Shares of the
Fund as agent or custodian for their customers, but did not own such Shares
beneficially because they did not have discretion to vote or invest such
Shares.
As of the record date for the Meeting, the Directors and officers of the
Company as a group owned beneficially less than 1% of the outstanding shares
of the Fund.
6
<PAGE>
INFORMATION ABOUT ADVISERS,
ADMINISTRATORS AND DISTRIBUTOR
U.S. Trust and U.S. Trust Company of Connecticut ("U.S. Trust Connecticut")
serve as Excelsior's investment advisers. U.S. Trust's principal offices are
at 114 West 47th Street, New York, New York 10036. U.S. Trust Connecticut's
principal offices are located at 225 High Ridge Road, East Tower, Stamford,
Connecticut 06905.
U.S. Trust Connecticut, Chase Global Funds Services Company ("CGFSC") and
Federated Administrative Services ("Federated") serve as Excelsior's
administrators. CGFSC's principal business address is 73 Tremont Street,
Boston, Massachusetts 02108-3913 and Federated's principal business address is
Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania
15222-3779.
Edgewood Services, Inc. (the "Distributor") serves as Excelsior's
distributor. The Distributor's address is P.O. Box 897, Pittsburgh, PA 15230-
0897.
OTHER MATTERS
No business other than the matters described above is expected to come
before the Meeting with respect to the Long-Term Supply of Energy Fund. In
addition, at the Meeting, the shareholders of Excelsior's Productivity
Enhancers Fund, Environmentally-Related Products and Services Fund, Aging of
America Fund, Communication and Entertainment Fund and Global Competitors Fund
will vote on reorganization matters which are discussed in the separate proxy
statement relating to such funds. Should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment of the
Meeting, the persons named in the enclosed Proxy will vote thereon according
to their best judgment in the interests of each Company.
Dated: June 13, 1997
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
7
<PAGE>
EXCELSIOR FUNDS, INC.
This proxy is solicited by the Board of Directors of Excelsior Funds, Inc.
("Excelsior") for use at a special meeting of shareholders to be held at the
offices of United States Trust Company of New York, 114 West 47th Street, New
York, New York 10036, on August 18, 1997 at 10:00 a.m. (Eastern Time).
The undersigned hereby appoints Frank Bruno, Michael P. Malloy, Daniel A.
Moonay and Rose Ann Munoz, and each of them, with full power of substitution,
as proxies of the undersigned to vote at the above-stated special meeting, and
at all adjournments or postponements thereof, all shares of common stock in
the below referenced fund held of record by the undersigned on June 2, 1997,
the record date for the meeting, upon the following matters and upon any other
matter that may come before the meeting, in their discretion.
Every properly signed proxy will be voted in the manner specified hereon
(except that if you vote on a proposal regarding a fund of which you are not a
shareholder, such vote will not be counted) and, in the absence of
specification, will be treated as granting authority to vote "FOR" the
Proposals.
To vote mark an X in blue or black ink on the proxy card below. Keep this
portion for your records.
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(DETACH HERE AND RETURN THIS PORTION ONLY)
Proposals to approve the plan of reorganization and the transactions
contemplated thereby, including the transfer of all of the assets and
liabilities of the Fund specified below ("Transferor Fund") to Excelsior's
Equity Fund ("Surviving Fund") in exchange for retail shares of the Surviving
Fund, and a liquidating distribution of such shares to holders of retail
shares of the Transferor Fund:
1. Vote on Proposal for AGING OF AMERICA FUND ONLY
FOR AGAINST ABSTAIN
[_] [_] [_]
2. Vote on Proposal for PRODUCTIVITY ENHANCERS FUND ONLY
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Vote on Proposal for COMMUNICATION AND ENTERTAINMENT FUND
ONLY
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Vote on Proposal for GLOBAL COMPETITORS FUND ONLY
FOR AGAINST ABSTAIN
[_] [_] [_]
5. Vote on Proposal for ENVIRONMENTALLY-RELATED PRODUCTS AND SERVICES FUND
ONLY
FOR AGAINST ABSTAIN
[_] [_] [_]
<PAGE>
LONG-TERM SUPPLY OF ENERGY FUND (ONLY)
6(a). Vote on Proposal
<TABLE>
<CAPTION>
<S> <C>
Vote on Proposal to approve a change to the Fund's sub-classification from
FOR AGAINST ABSTAIN diversified to non-diversified and to eliminate a related investment
[_] [_] [_] limitation.
</TABLE>
(b). Vote on Proposal
<TABLE>
<CAPTION>
<S> <C>
Vote on Proposal to approve a change to the Fund's fundamental investment
FOR AGAINST ABSTAIN policies to permit the Fund to invest in precious metal bullion and
[_] [_] [_] coins and futures contracts on commodities.
</TABLE>
(c). Vote on Proposal
<TABLE>
<CAPTION>
<S> <C>
Vote on Proposal to adopt a fundamental investment policy that will allow
FOR AGAINST ABSTAIN the Fund to invest more than 25% of the value of its total assets in
[_] [_] [_] companies in the energy and other natural resources groups of industries.
</TABLE>
7. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
Please sign, date and return the proxy card promptly using the enclosed
envelope.
Please sign exactly as name appears hereon. When signing as attorney or
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name
by authorized person.
Signature Date