3
SCHEDULE 14A - INFORMATION REQUIRED IN PROXY STATEMENT
(Last amended in Rel. No. 34-34832, eff. 11/23/94.)
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
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14A-12
Cedar Income Fund, Ltd.
(Name of Registrant as Specified in its Charter)
Cedar Income Fund, Ltd.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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:
________________________________________________________________________
(Added by Exch Act Rel No. 31905, eff 4/26/93.)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, May 4, 1995
To the Shareholders:
The Annual Meeting of the Shareholders of Cedar Income Fund, Ltd. (the
"Company") will be held at the AEGON Financial Center, 4333 Edgewood Road
N.E., Cedar Rapids, Iowa on Thursday, May 4, 1995 at 11:30 a.m. (local
time) for the following purposes:
1. To elect five (5) Directors to serve until the next Annual Meeting
of Shareholders or until their successors shall have been duly elected and
qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on March 17, 1995 are
entitled to notice of and to vote at the meeting or at any adjournment
thereof. The Board of Directors of the Company extends a cordial
invitation to all Shareholders to be present at and participate in the
Annual Meeting. Whether or not you plan to attend the meeting, please
specify your vote on the enclosed proxy card and sign, date and return it
as promptly as possible. No postage is required if the proxy card is
mailed from within the continental United States.
FOR THE BOARD OF DIRECTORS
Maureen DeWald
Vice President and Secretary
Cedar Rapids, Iowa
March 27, 1995
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Cedar Income Fund, Ltd., an Iowa
corporation (the "Company"), for use at the Annual Meeting of Shareholders
to be held at the AEGON Financial Center, 4333 Edgewood Road N.E., Cedar
Rapids, Iowa on Thursday, May 4, 1995 at 11:30 a.m. (local time) and at any
adjournment thereof. This Proxy Statement and related form of proxy are
being sent to Shareholders of the Company on or about March 31, 1995.
SHARES OUTSTANDING AND VOTING RIGHTS
On March 17, 1995, the record date for determination of Shareholders
entitled to notice of and to vote at the Annual Meeting, the Company had
outstanding 2,245,411 shares of common stock (the "Shares"), which is the
only voting security of the Company. Holders of the Shares are entitled to
one (1) vote on a non-cumulative basis for each Share held on the record
date for the election of Directors and for any other matter brought before
the meeting or any adjournment thereof. There are no appraisal or similar
rights of dissenters applicable to any matter to be voted upon at the
meeting.
All Shares represented by valid proxies received by the Company on the
enclosed form of proxy will be voted at the meeting or any adjournment
thereof in accordance with the instructions contained in such proxies. In
the absence of contrary instructions, Shares represented by proxies will be
voted FOR the election of the nominees for Directors listed herein. A
majority (more than 50%) of the Shares voted at the meeting, represented in
person or by proxy, is necessary to elect each nominee for Director and to
approve such other business as may properly come before the meeting.
Shares voted to withhold authority or to abstain will be counted as such
and included in the total number of Shares represented at the meeting.
Shares not voted and broker non-votes will not be included in the
tabulation. Any proxy may be revoked at any time before it is voted by
giving written notice of revocation to the Secretary of the Company, by
submitting another executed proxy to the Secretary of the Company bearing a
later date or by attending the meeting and voting in person.
PRINCIPAL SHAREHOLDERS
The following table sets forth information with respect to each person
and group (as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934) known by the Company to be the beneficial owner of
more than five percent (5%) of the outstanding Shares of the Company as of
March 1, 1995. Each such owner has sole voting and investment powers with
respect to the Shares owned by it.
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial of Class
Ownership
Board of Trustees of
Policemen and Firemen
Retirement System of 150,000 6.68%
the City of Detroit
510 City County Building
Detroit, Michigan 58226
AEGON USA, Inc. 584,567 26.03%
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499
AEGON USA, Inc. is an indirect, wholly-owned subsidiary of AEGON N.V., a
holding company organized under the laws of The Netherlands which is
controlled by Vereniging AEGON, an organized association under the laws of
The Netherlands. AEGON USA, Inc. has sole voting and investment powers
with respect to the above Shares.
ELECTION OF DIRECTORS
Five (5) Directors are to be elected at the Annual Meeting of
Shareholders to be held May 4, 1995. Unless otherwise indicated, the
Shares represented by the enclosed proxy will be voted FOR the election of
the following five (5) persons, all of whom are presently Directors of the
Company:
Patrick E. Falconio Edwin L. Ingraham James C. Kafes
Edwin B. Lancaster Alex A. Meyer
Each person elected to serve as a Director shall serve until the next
Annual Meeting of Shareholders or until a successor shall have been elected
and qualified. If any nominee is unable or unwilling to accept nomination
or election for any reason, the enclosed proxy will be voted for such other
persons as may be determined by the holders of such proxy. The Board of
Directors does not anticipate that any nominee will be unwilling or unable
to serve if elected.
Information About the Nominees
Certain information about the nominees for Director appears below.
(See "Certain Agreements and Business Relationships" for a description of
the Company's relationship with AEGON USA Realty Advisors, Inc. and other
subsidiaries of AEGON USA, Inc.)
PATRICK E. FALCONIO, age 53, has served as Chairman of the Board and a
Director of the Company since 1988. He is Executive Vice President and
Chief Investment Officer of AEGON USA, Inc. (insurance and financial
services), Cedar Rapids, Iowa, where he has been employed since 1987.
Mr. Falconio is Chairman of the Board of AEGON USA Realty Advisors, Inc.
and a Director of various other subsidiaries of AEGON USA, Inc. He is also
Chairman of the Board of Trustees of USP Real Estate Investment Trust (real
estate investment company) and a Director of Firstar Bank Cedar Rapids,
N.A. (commerical bank).
EDWIN L. INGRAHAM, age 68 has served as a Director of the Company from
inception to 1988, and again since 1991. He retired in 1988 as Executive
Vice President, Treasurer and Chief Investment Officer of AEGON USA, Inc.,
where he had been employed since 1982. He is a Director of USP Real Estate
Investment Trust (real estate investment company). Mr. Ingraham is a
member of the Audit Committee.
JAMES C. KAFES, age 59, has served as a Director of the Company since 1989.
He was a Director of Cedar Income Fund 2, Ltd. (real estate investment
company) from its inception in 1986 to 1989, when it was merged with and
into the Company. He is a Managing Director of Landauer Associates, Inc.
(real estate counseling), New York, New York where he has been employed
since 1986. (AEGON USA Realty Advisors, Inc. owns a controlling interest
in Landauer Associates, Inc.) Mr. Kafes is a member of the Audit
Committee.
EDWIN B. LANCASTER, age 78, has served as a Director of the Company since
its inception. He has been self-employed as a consultant since retirement
in 1981 as Executive Vice President of Metropolitan Life Insurance Company,
New York, New York. From 1985 to 1988 he was also employed as Chief
Executive Officer for the Accident Fund of Michigan (workers compensation
insurance), Lansing, Michigan. Mr. Lancaster is Chairman of the Audit
Committee.
ALEX A. MEYER, age 64, has served as a Director of the Company since its
inception. He retired in 1992 as Senior Vice President of Amana
Refrigeration, Inc., Amana, Iowa, a subsidiary of Raytheon Company
(manufacturing), where he had been employed in various executive and
marketing positions since 1956. He is a Director of the Toro Company
(equipment manufacturing). Mr. Meyer is a member of the Audit Committee.
Information About Other Executive Officers
Certain information about the executive officers of the Company who are
not also nominees appears below. The term of office of each executive
officer will expire at the Annual Meeting of the Board of Directors which
will follow the Annual Meeting of Shareholders. (See "Certain Agreements
and Business Relationships" for a description of the Company's relationship
with AEGON USA Realty Advisors, Inc. and other subsidiaries of AEGON USA,
Inc.)
DAVID L. BLANKENSHIP, age 44, has served as President of the Company since
its inception. He has been employed by AEGON USA, Inc. since 1977 in
various administrative and management positions related to real estate
investment activities and is President of AEGON USA Realty Advisors, Inc.
MAUREEN DEWALD, age 44, has served as Vice President and Secretary of the
Company since its inception. She has been employed by AEGON USA, Inc.
since 1983 as an attorney for real estate investment activities and is
Senior Vice President, Secretary and General Counsel of AEGON USA Realty
Advisors, Inc.
JEFFRY DIXON, age 41, has served as Director of Investor Relations and
Assistant Secretary of the Company since January, 1994. He has been
employed by AEGON USA, Inc. since 1984 in real estate acquisition and
mortgage lending positions and is a Senior Mortgage Loan Officer of AEGON
USA Realty Advisors, Inc.
ALAN F. FLETCHER, age 45, has served as Vice President and Treasurer of the
Company since its inception and as Assistant Secretary since 1987. He has
been employed by AEGON USA, Inc. since 1981 in various financial and
administrative positions primarily related to investment activities and is
Senior Vice President and Chief Financial Officer of AEGON USA Realty
Advisors, Inc.
EDWARD J. KITTLESON, age 37, has served as Controller and Assistant
Secretary of the Company since January, 1993. He has been employed by
AEGON USA, Inc. since 1991, first as a real estate investment officer, and
since November, 1992, as Manager - Financial Reporting. He is Treasurer of
AEGON USA Realty Advisors, Inc. From 1981 to 1991, Mr. Kittleson was
employed as Controller for Bjornsen Investment Corporation, a real estate
development company in Cedar Rapids, Iowa.
Ownership of Shares by Directors, Nominees and Officers
The following table sets forth the number of Shares of the Company
beneficially owned as of March 1, 1995 by each Director, nominee, and
officer and by all Directors, nominees and officers as a group (10
persons).
Name of Amount and Nature Percent
Beneficial Owner of Beneficial Ownership of Class
Patrick E. Falconio(1) 584,567 26.03%
Edwin L. Ingraham(2) 300 *
James C. Kafes(3) 1,000 *
Edwin B. Lancaster(4) 1,500 *
Alex A. Meyer(5) 300 *
David L. 816 *
Blankenship(6)
Maureen DeWald(7) 1,851 *
Jeffry Dixon 0 *
Alan F. Fletcher(8) 500 *
Edward J. Kittleson 0 *
Directors, nominees
and officers
as a group 590,834 26.31%
(1) Mr. Falconio may be deemed to be the beneficial owner of 584,567
Shares owned beneficially by AEGON USA, Inc. by reason of his position
as Chief Investment Officer of AEGON USA, Inc. (see "Principal
Shareholders" and "Information About the Nominees"), but he disclaims
beneficial ownership of such Shares.
(2) Mr. Ingraham is the direct owner of 300 Shares held jointly with
his wife and shares voting and investment powers with respect to such
Shares.
(3) Mr. Kafes is the direct owner of 1,000 Shares for which he has
sole voting and investment powers.
(4) Mr. Lancaster is the direct owner of 1,500 Shares held jointly with
his wife and shares voting and investment powers with respect to such
Shares.
(5) Mr. Meyer is the direct owner of 300 Shares for which he has sole
voting and investment powers.
(6) Mr. Blankenship may be deemed to be the beneficial owner of 816
Shares held in an individual retirement account owned by his wife for
which she has sole voting and investment powers through the custodian.
(7) Ms. DeWald is the direct owner of 1,851 Shares for which she has
sole voting and investment powers.
(8) Mr. Fletcher is the direct owner of 200 Shares for which he has sole
voting and investment powers and is the beneficial owner of 300 Shares
held in an individual retirement account for which he has sole voting
and investment powers through the custodian.
*Such holdings represent less than one percent of the outstanding Shares.
The Board of Directors and Committees of the Board
The powers of the Company are exercised by, or under authority of, and
its business and affairs are managed under the direction of, the Board of
Directors. A majority of the Board of Directors and any committee thereof
must be Independent Directors who are not affiliated, directly or
indirectly, with an advisor to the Company and do not perform services for
the Company except as a Director. The Independent Directors are required
by the Articles of Incorporation to review investment policies, supervise
the performance of AEGON USA Realty Advisors, Inc., as advisor, determine
that compensation to AEGON USA Realty Advisors, Inc. is reasonable, and
determine that total fees and expenses of the Company are reasonable, among
other responsibilities.
In carrying out its responsibilities, the Board of Directors
established an Audit Committee, the members of which are Messrs. Ingraham,
Kafes, Lancaster and Meyer. The principal functions of the Audit Committee
include recommending to the Board of Directors the selection of the
independent auditors; consulting with the independent auditors with respect
to matters of interest to the Committee; approving the type, scope and
costs of services to be performed by the independent auditors; and
reviewing the work of those persons responsible for the Company's day-to-
day compliance with accounting principles, financial disclosure, income tax
laws, internal controls and recordkeeping requirements. The Board of
Directors does not have standing nominating or compensation committees.
Special committees of the Board may be appointed from time to time to
consider and address specific matters of interest to the Board. During
1994 the Board of Directors held four (4) meetings and the Audit Committee
held two (2) meetings. Each Director attended at least 75% of the combined
number of meetings of the Board of Directors and of the committees on which
he served.
Compensation of Directors and Executive Officers
The officers and Directors of the Company who are also affiliated with
AEGON USA Realty Advisors, Inc. (see "Information About the Nominees" and
"Information About Other Executive Officers") receive no remuneration for
their services to the Company other than reimbursement of travel and other
expenses incurred in connection with their duties. During 1994, with the
exception of Messrs. Falconio and Kafes, each Director received an annual
fee of $5,000 plus $750 for each Board meeting attended. There is an
additional fee of $500 for any special activity (property inspection,
committee meeting, etc.) unless such activity coincides with a meeting of
the Board of Directors. Total fees paid to all Directors as a group were
$24,000 for 1994. (See "Certain Agreements and Business Relationships" for
information regarding compensation to AEGON USA Realty Advisors, Inc.)
OTHER BUSINESS
The Board of Directors of the Company is not aware of any other
business which will come before the meeting. If any other business should
come before the meeting, the persons named in the enclosed proxy will vote
on it according to their best judgment.
CERTAIN AGREEMENTS AND BUSINESS RELATIONSHIPS
The Company has no employees and has contracted with various
subsidiaries of AEGON USA, Inc., an indirect, majority-owned subsidiary of
AEGON N.V., to provide the Company with administrative, advisory,
acquisition, divestiture, property management, leasing and shareholder
services. A description of the relationships between AEGON USA, Inc. and
its various subsidiaries and of such subsidiaries' agreements with the
Company follows. The description of the agreements is qualified in its
entirety by reference to the terms and provisions of such agreements. (See
"Principal Shareholders" for a description of the relationship between
AEGON USA, Inc. and AEGON N.V.)
Administrative and Advisory Services
AEGON USA Realty Advisors, Inc. ("AEGON Advisors"), a wholly-owned
subsidiary of AEGON USA, Inc., provides administrative, advisory,
acquisition and divestiture services to the Company pursuant to an
Administrative and Advisory Agreement (the "Advisory Agreement"). The term
of the Advisory Agreement is for one (1) year and is automatically renewed
annually for an additional year subject to the right of either party to
cancel the Advisory Agreement upon 60 days written notice.
Under the Advisory Agreement, AEGON Advisors is obligated to: (a)
provide office space and equipment, personnel and general office services
necessary to conduct the day-to-day operations of the Company; (b) select
and conduct relations with accountants, attorneys, brokers, banks and other
lenders, and such other parties as may be considered necessary in
connection with the Company's business and investment activities,
including, but not limited to, obtaining services required in the
acquisition, management and disposition of investments, collection and
disbursement of funds, payment of debts and fulfillment of obligations of
the Company, and prosecuting, handling and settling any claims of the
Company; (c) provide property acquisition and disposition services,
research, economic and statistical data, and investment and financial
advice to the Company; and (d) maintain appropriate legal, financial, tax,
accounting and general business records of activities of the Company and
render appropriate periodic reports to the directors and shareholders of
the Company and to regulatory agencies, including the Internal Revenue
Service, Securities and Exchange Commission, and similar state agencies.
AEGON Advisors receives fees for its administrative and advisory
services as follows: (a) a monthly base fee of 1/12 of 3/4 of 1% of the
estimated current value of real estate plus 1/12 of 1/4 of 1% of the
estimated current value of all assets of the Company other than real
estate, and a subordinated incentive fee equal to 15% of the gain on
property sold (as defined). No subordinated incentive fee is payable until
cumulative cash distributions have been paid to shareholders representing
the total proceeds raised by the Company in its initial public offering
(less certain amounts) plus an annual 10% cumulative return on such amount.
The incentive fee is further limited to 15% of the remaining gain from the
sale of the Company's assets after payment to shareholders of the original
issue price plus an annual 6% cumulative return on the original issue
price. Notwithstanding the foregoing, the combined base and incentive fees
for any year cannot exceed the amount permitted by the limitation on
operating expenses as provided in the Company's Articles of Incorporation,
which limitation is the greater of 2% of the Company's average invested
assets or 25% of its net income for such year. In addition, AEGON Advisors
receives acquisition fees equal to 5% of the gross purchase price of
property acquired and disposition fees equal to 3% of the gross sales price
of property sold, subject to certain limitations. The Company paid AEGON
Advisors $98,797 in administrative fees for 1994. No incentive,
acquisition or disposition fees were paid in 1994.
Management Services
AEGON USA Realty Management, Inc. ("AEGON Management"), a wholly-owned
subsidiary of AEGON Advisors, provides property management and leasing
services to the Company pursuant to a Management Agreement. The term of
the Management Agreement is for one (1) year and is automatically renewed
annually for an additional year subject to the right of either party to
cancel the Management Agreement upon 60 days written notice. Under the
Management Agreement, AEGON Management is obligated to provide property
management services, which include leasing and collection of rent,
maintenance of books and records, establishment of bank accounts and
payment of expenses, maintenance and operation of property, reporting and
accounting to the Company regarding property operations, and maintenance of
insurance. All of the duties of AEGON Management are to be fulfilled at
the Company's expense; provided, however, the Company is not required to
reimburse AEGON Management for personnel expenses other than for on-site
personnel at the properties managed. AEGON Management receives fees for
its property management services as follows: a monthly management fee
equal to 5% of the gross income from properties managed and leasing fees of
up to 6% of the rent to be paid during the term of the lease procured. The
Company paid AEGON Management $115,812 in management fees and $40,150 in
leasing fees for 1994.
Shareholder Services
AEGON Advisors provides shareholder services to the Company pursuant to
a Shareholder Services Agreement (the "Agreement"). Under the Agreement,
AEGON Advisors is obligated to provide dividend disbursement, stock
certificate preparation, recordkeeping and other shareholder services for
which AEGON Advisors receives the following fees: a quarterly fee of $.375
per shareholder account based on the total number of active and inactive
accounts, a quarterly fee of $.50 per shareholder account based on the
number of active accounts, a fee of $1.00 per shareholder account for each
dividend processed and such other compensation as from time to time agreed
upon by the Company and AEGON Advisors. The Company paid AEGON Advisors
$10,892 in shareholder service fees for 1994. AEGON Advisors has
subcontracted for stock transfer and dividend disbursement services with
Boston Financial Data Services, a subsidiary of State Street Bank and Trust
Company.
AEGON Advisors also administers the Company's common stock repurchase
program and earns $.0625 per share for each share repurchased. Under the
program, the Company is authorized by the Board of Directors to repurchase
from time to time up to 200,000 shares. To date, 83,117 shares have been
repurchased. No shares were repurchased in 1994.
Other
On September 20, 1993, the Company purchased from Life Investors
Insurance Company of America, a wholly-owned subsidiary of AEGON USA, Inc.,
a $600,000 participation in a promissory note secured by a mortgage on real
estate. The note matures in 2000 and the participation yields 8.25% to the
Company. The Company received $7,410 in principal and $49,028 in interest
from the mortgage participation in 1994.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as independent
auditors to provide auditing services to the Company for the year 1995.
This firm has provided auditing services to the Company since the Company's
inception. A representative of Ernst & Young LLP is expected to be present
at the meeting and will have the opportunity to make a statement and will
be available to respond to appropriate shareholder questions.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1996 annual
meeting must be received by the Company for inclusion in the Company's
proxy statement and form of proxy no later than November 30, 1995. A
shareholder who meets certain minimum investment and holding period
requirements with respect to Shares beneficially owned may submit one (1)
proposal for inclusion in the Company's proxy statement. Such shareholder
will be allowed an aggregate of 500 words for both the proposal and a
statement supporting it. A proposal may be presented at the meeting either
by the proponent or by a representative of the proponent. In the event the
proponent or a representative fails, without good cause, to present the
proposal for action at the meeting, the Company will not be required to
include any proposal submitted by such proponent for inclusion in the
Company's proxy materials for any meeting held during the next two (2)
years.
COST AND METHOD OF PROXY SOLICITATION
The cost of preparing, assembling and mailing the proxy materials and
of soliciting proxies by the Board of Directors will be borne by the
Company. In addition to the use of mails, proxies may be solicited on
behalf of the Board of Directors by personal interview, telephone and
telegram by certain Directors or officers of the Company or employees of
AEGON USA Realty Advisors, Inc. who will not be separately compensated for
such services. The Company does not presently intend to employ specially
engaged persons or other paid solicitors in the solicitation of proxies,
but has retained Boston Financial Data Services, a subsidiary of State
Street Bank and Trust Company, for proxy tabulation. The Company has made
arrangements with brokerage houses and nominees to send proxy materials to
their principals and the Company will reimburse them for their reasonable
out-of-pocket expenses incurred in doing so.
FOR THE BOARD OF DIRECTORS
Maureen DeWald
Vice President and Secretary
Cedar Rapids, Iowa
March 27, 1995
PROXY
CEDAR INCOME FUND, LTD.
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Maureen DeWald and Edward J. Kittleson, or
either of them, with full power of substitution, proxies to represent the
undersigned at the Annual Meeting of Shareholders of CEDAR INCOME FUND,
LTD. to be held at the AEGON Financial Center, 4333 Edgewood Road N.E.,
Cedar Rapids, Iowa, on Thursday, May 4, 1995 and at any adjournment
thereof, with all power which the undersigned would possess if personally
present, and vote all shares which the undersigned may be entitled to vote,
as designated hereon. This proxy, when properly executed, will be voted in
the manner directed thereon by the undersigned. If no direction is made,
this proxy will be voted "For" the election of all the nominees listed
hereon.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the
Fund, Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or
her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________________ ____________________________________
____________________________________ ____________________________________
____________________________________ ____________________________________
PLEASE MARK VOTE
AS IN THIS EXAMPLE
With- For All
For hold Except
CEDAR INCOME Election of Directors
FUND, LTD.
Patrick E. Falconio Edwin L. Ingraham
James C.Kafes Edwin B. Lancaster Alex A. Meyer
Ifyou do not wish your shares voted "FOR" a particular
nominee, mark the "For All Except" box and strike a line through
the nominee(s) name. Your shares will be voted for the remaining
nominee(s).
RECORD DATE SHARES:
In their discretion, the proxies are authorized to vote on other such
business as may properly come before the meeting.
Please be sure to sign and date this Proxy. Date:
Mark box at right if comments or address change have
been noted on the reverse side of this card.
Shareholder sign here
Co-owner sign here
DETACH CARD
CEDAR INCOME FUND, LTD.
Dear Shareholder:
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to the management and
operation of your Fund that require your immediate attention and approval.
These are discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall
be voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, May
4, 1995.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Cedar Income Fund, Ltd.
