SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934
Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [
]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[XXX] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Section 240.14a-11(c) or
Section 240.14a-12
THE INEFFICIENT-MARKET FUND, INC.
(Name of Registrant as Specified In Its
Charter)
CHRISTINA SYDOR, NANCY LE DONNE
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate
box):
[ ] $125 per Exchange Act Rules 0-11 (c)
(1)(ii), 14a-6
(i)(1), or 14a-6(j)(2) or the 1940
Act Rule 20a-1.
[ ] $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:
THE INEFFICIENT-MARKET FUND,INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
Dear Stockholder,
An Important notice about The
Inefficient-Market Fund
The Annual Meeting of Stockholders of The
Inefficient-Market Fund,
Inc. will be held on July 7, 1995 at the
Fund's headquarters
located at 388 Greenwich Street, New York, New
York, 26th Floor at 4:00 pm.
Among other business matters to be discussed
at the meeting,
a proposal
concerning the investment management of The
Inefficient-Market Fund
will be presented.
The Proposal, which has been reviewed and
unanimously endorsed by
the Board of Directors of The
Inefficient-Market Fund, calls for
the Fund
to engage Travelers Investment Management
Company (TIMCO) as the
Fund's new investment advisor. The
recommendation reflects the
Board's desire to improve the Fund's
performance by broadening its
investment focus to include small- and
mid-capitalization companies. TIMCO is a
wholly owned subsidiary of Travelers Group and
currently manages more than $950 million for
pension funds, registered investment companies
and variable annuity funds.
The Board of Directors believes that TIMCO's
investment style is
particularly well-suited to the Fund's
direction and overall
objective. In addition, the Board of Directors
believes that the recommended proposal is in
the best interests of The Inefficient-Market
Fund's stockholders and will not have any
material effect on the level of investment
advisory fees nor incur any other additional
extraordinary fees to the Fund.
Please complete, sign and mail the enclosed
proxy card ... today!
We strongly urge you to participate by
reviewing, completing and
returning your proxy by no later than July 6,
1995 in the
postage-paid envelope provided.
For more details about the proposal and other
business to be
discussed at the meeting, please refer to the
enclosed proxy statement. If you sign and date
your proxy card, but do not provide voting
instructions, your shares will be voted FOR
the proposal.
We thank you for your timely participation and
look forward to
serving your investment needs with Smith
Barney Mutual Funds. If you have any
questions, please call your Financial
Consultant who will be pleased to assist you.
Sincerely,
/s/ Heath B. McLendon
Heath B. McLendon
Chairman of the Board
The Inefficient-Market Fund, Inc.
THE INEFFICIENT-MARKET FUND, INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 7, 1995
To the Stockholders of The Inefficient-Market
Fund, Inc.:
The Annual Meeting of Stockholders of THE
INEFFICIENT-MARKET FUND, INC. (the "Fund")
will be held at the
Fund's offices at 388 Greenwich Street, New
York, New York, 26th
Floor, on July 7, 1995 at 4:00 p.m. (New York
time) for the
following purposes:
1. To elect to the Board one class of
directors consisting of three
directors;
2. To consider and act upon the ratification
of the selection of
KPMG Peat Marwick LLP as independent auditors
for the Fund;
3. To approve or disapprove a new investment
advisory agreement
between the Fund and Travelers Investment
Management Company, a
wholly-owned subsidiary of Smith Barney
Holdings Inc., the parent
company of the Fund's administrator,
containing
substantially the same terms and conditions,
including the same
level of fees, as the Fund's current
investment advisory agreement; and
4. To transact such other business as may
properly come before the
meeting or any adjournments thereof.
The stock transfer books will not be
closed, but in lieu
thereof, the Board of Directors has fixed the
close of business on April 26,1995 as the
record date for the determination of
stockholders entitled to
notice of, and to vote at, the meeting.
By Order of the Board of Directors
Christina T. Sydor, Secretary
New York, New York
June 6, 1995
IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AT THE MEETING IN PERSON OR BY
PROXY; IF YOU DO NOT
EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY IN THE
ACCOMPANYING ENVELOPE PROVIDED FOR YOUR
CONVENIENCE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
THE INEFFICIENT-MARKET FUND, INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 7, 1995
INTRODUCTION
This proxy statement is furnished in
connection with the
solicitation by
the Board of Directors (the "Board") of The
Inefficient-Market
Fund,
Inc. (the "Fund") of proxies to be voted at
the Annual Meeting of
Stockholders (the "Meeting") of the Fund to
be held at the Fund's
offices at 388 Greenwich Street, New York, New
York, 26th Floor, on
July 7, 1995 at 4:00 p.m. (New York time), and
at any adjournments
thereof, for the purposes set forth in the
accompanying Notice of
Annual Meeting of Stockholders.The cost of
soliciting proxies will be borne by
the Fund. In addition, certain officers,
directors and employees
of the Fund and Smith Barney Inc., 388
Greenwich Street, New York, N.Y. 10013 ("Smith
Barney") (none of whom will receive additional
compensation therefor) may solicit proxies in
person or by
telephone, telegraph, or mail.
The Annual Report of the Fund, including
audited financial
statements for the fiscal year ended December
31, 1994 has previously been furnished to all
shareholders of the Fund. This proxy statement
is first
being mailed to shareholders on or about June
6, 1995.
The Fund will provide additional copies of the
annual report to any shareholder upon request
by calling the Fund at 1-800-224-7523.
All properly executed proxies received prior
to the Meeting will be
voted at the Meeting in accordance with the
instructions marked thereon or otherwise as
provided therein. Unless instructions to the
contrary
are marked, shares represented by the proxies
will be voted "FOR" all the
proposals. Proposal 1 requires for approval
the affirmative vote of
a plurality of the votes cast at the Meeting
with a quorum present, in person or by proxy
by the shareholders of the Fund voting on the
matter. Proposals 2 and 3 require for approval
the affirmative vote of a majority of the
votes cast at the Meeting with a quorum
present, in person or by proxy by the
shareholders of the Fund voting on the matter.
Abstentions and broker non-votes (that is,
proxies from brokers
or nominees indicating that such persons have
not received
instructions from the beneficial owner or
other persons entitled to vote shares on a
particular matter with respect to which the
brokers or nominees do
not have discretionary power) will be treated
as shares that are
present but which have not been voted. For
this reason, abstentions and broker non-votes
will have the effect of a "no" vote for
purposes of obtaining
the requisite approval of each proposal. Any
proxy may be revoked
at any time prior to the exercise thereof by
submitting another proxy bearing
a later date or by giving written notice to
the Secretary of the
Fund at the Fund's address indicated above or
by voting in person at the Meeting.
The Board knows of no business other than that
specifically
mentioned in the Notice of Meeting which will
be presented for consideration at the Meeting.
If any other matters are properly presented,
it is the intention of the persons named in
the enclosed proxy to vote in accordance
with their best judgment.
The Board of Directors of the Fund has fixed
the close of business
on April 26, 1995 as the record date for the
determination of
stockholders of the Fund entitled to notice of
and to vote at the Meeting or any adjournment
thereof. Stockholders of the Fund on that date
will be
entitled to one vote on each matter for each
share held and a
fractional vote with respect to fractional
shares with no cumulative voting rights. At
the close of business on April 26, 1995, the
Fund had outstanding 4,384,000 shares of
Common Stock, par value $.001 per share, the
only authorized class of stock, of which
520,000 shares(11.86%) were held in accounts,
but not beneficially owned by, Smith Barney
International Inc., 388 Greenwich Street, New
York, NY 10013. As of April 26, 1995 the
following single shareholder or "group" (as
that term is used in Section 13(d) of the
Securities Exchange Act of 1934) held in
accounts, but not beneficially owned 5% or
more of the Fund's outstanding shares: Cede &
Co., P.O. Box 20, Bowling Green Station, New
York, NY 10274 (4,298,735 shares - 98.06%).
The principal executive offices of the Fund
are located at 388
Greenwich Street, New York, New York 10013.
The enclosed proxy and this proxy statement
are first being sent to the Fund's
stockholders on or about June 6, 1995.
In the event that sufficient votes in favor of
the proposals set
forth in the Notice of Meeting and this Proxy
Statement are not received by the time
scheduled for the Meeting, the persons named
as proxies may move
one or more adjournments of the Meeting to
permit further solicitation of
proxies with respect to any such proposals.
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 shareholders with respect to the
reasons for the solicitation. Any such
adjournment will require the affirmative vote
of a majority of the
shares present at the Meeting. The persons
named as proxies will vote in favor
of such adjournment those shares which they
are entitled to vote
and which have voted in favor of such
proposals.
PROPOSAL NO. 1.
ELECTION OF DIRECTORS
The Board of Directors of the Fund is
classified into three
classes. The
directors serving in Class II have terms
expiring at the Annual
Meeting; each Class II director currently
serving on the Board has been nominated by the
Board of Directors for re-election at the
Meeting to serve until the 1998 Annual Meeting
of Stockholders or until their
successors have been duly elected and
qualified.
The Board of Directors of the Fund knows of no
reason why any of
the Class II nominees listed below will be
unable to serve, but in the event
of any such unavailability, the proxies
received will be voted for
such substitute nominees as the Board of
Directors may recommend.
Certain information concerning the directors
is set forth below.
All of the individuals listed are currently
directors of the Fund and, except as
indicated, each individual has held the
office shown or other
offices in the same company for the last five
years. Directors affiliated with Smith Barney
and considered an "interested person" as
defined in the Investment Company Act of 1940,
as amended (the "1940 Act") are indicated by
an asterisk(*).
Persons Nominated for Election as Directors
Name
Principal Occupations
During Past Five Years,
Other Directorships, and Age
Number and
Percentage of Fund
Shares Beneficially Owned
on April 26, 1995
CLASS II DIRECTORS
Francis P. Martin
Director since 1989 Practicing physician;
Director of ten
investment companies associated with Smith
Barney. Formerly President of the Nassau
Physicians' Fund, Inc.; 70. None
Roderick C. Rasmussen
Director since 1989 Investment Counselor;
Director of ten
investment companies associated with Smith
Barney. Formerly Vice President of Dresdner
and Company Inc. (investment counselors); 68.
None
Bruce D. Sargent*
Director since 1991 Managing Director of
Smith Barney, and Vice President and Director
of Smith Barney Mutual Funds Management Inc.
("SBMFM"), Smith Barney Funds, Inc., and Smith
Barney World Funds, Inc.; 51. 306(a)
(a) Represents shares owned by members of this
director's family.
The remainder of the Board constitutes the
Class III and Class I
directors, none of whom will stand for
election at the Meeting, as
their terms will expire in 1996 and 1997,
respectively.
Directors Continuing in Office
Name
Principal Occupations
During Past Five Years,
Other Directorships, and Age
Number and
Percentage of Fund
Shares Beneficially Owned
on April 26, 1995
CLASS III DIRECTORS
Ralph D. Creasman
Director since 1989 Retired; Director of ten
investment companies
associated with Smith Barney. Formerly,
Chairman, President and
Chief Executive Officer of Lionel D. Edie &
Co., Inc. (investment
counselors), Chairman of Edie International
S.A. and President and
Director of Edie Ready Assets Trust,
Fundamerica of Japan, Edie
Special Growth Fund and Edie Capital Fund; 73.
None
Donald R. Foley
Director since 1989 Retired; Director of ten
investment companies
associated with Smith Barney. Formerly Vice
President of Edwin Bird
Wilson, Incorporated (advertising); 72.
None
John P. Toolan
Director since 1989 Retired; Director of ten
investment companies
associated with Smith Barney. Formerly,
Director and Chairman of
Smith Barney Trust Company, Director of Smith
Barney, Mutual
Management Corp. ("MMC") and SBMFM. Prior to
1992, Senior
Executive Vice President, Director and Member
of the Executive
Committee of Smith Barney and formerly
President of Loeb Rhodes,
Hornblower & Co. and predecessor securities
firms; 64.
None
Heath B. McLendon*
Director since 1995 Managing Director of
Smith Barney; Director
of forty-one investment companies associated
with Smith Barney;
President of the Manager; Chairman of the
Board of Smith Barney Strategy Advisors Inc.;
prior to July 1993, Senior Executive Vice
President of Shearson Lehman Brothers; Vice
Chairman of the Board of Asset Management; 61.
200
CLASS I DIRECTORS
Joseph H. Fleiss
Director since 1989 Retired; Director of ten
investment companies
associated with Smith Barney. Formerly Senior
Vice President of
Citibank, Manager of Citibank's Bond
Investment Portfolio and
Money Desk, and a Director of Citicorp
Securities Co., Inc.; 77. None
C. Richard Youngdahl
Director since 1989 Retired; Director of ten
investment companies
associated with Smith Barney. Formerly
Chairman of the Board of
Pensions Lutheran Church in America, Chairman
of the Board and
Chief Executive Officer of Aubrey G. Lanston &
Co. (dealers in U. S. Government Securities)
and President of the Association of Primary
Dealers in U.S. Government Securities; 79.
1,092
(less than 1%)
Paul Hardin
Director since 1994 Chancellor of the
University of North
Carolina at Chapel Hill, University of North
Carolina; Director of twelve investment
companies associated with Smith Barney;
Director of The Summit Bancorporation; 63.
None
Jessica Bibliowicz*
Director since 1995 Executive Vice President
of Smith Barney;
Director of twelve investment companies
associated with Smith Barney,President of
forty investment companies associated with
Smith Barney. Prior to January 1994, Director
of Sales and Marketing for Prudential Mutual
Funds; prior to September 1991, First Vice
President, Asset
Management Division of Shearson Lehman
Brothers Inc.; 35.
None
As of April 26, 1995 all directors and
officers as a group (17
persons) beneficially owned less than 1% of
the shares outstanding of the Fund.
Section 16(a) of the Securities Exchange Act
of 1934 requires the
Fund's officers and directors, and persons who
beneficially own more than ten percent of a
registered class of the Fund's equity
securities, to file reports of ownership with
the Securities and Exchange Commission, the
American Stock Exchange and the Fund. Based
solely upon its review
of the copies of such forms received by it and
written
representations from such persons, the Fund
believes that, during fiscal year 1994, all
filing
requirements applicable to such persons were
complied with.
The Fund has no compensation or nominating
committee of the Board
of Directors, or any committee performing
similar functions. The Fund has an audit
committee composed of all the directors who
are not interested persons of the Fund or
Smith Barney (the "independent directors")
which is charged with recommending a firm of
independent auditors to the Fund and reviewing
accounting matters with the auditors. The
audit committee met once during the fiscal
year ended December 31, 1994. All of the
members of the Audit Committee attended the
meeting.
The following table shows the compensation
paid by the Fund to each
incumbent director during the Fund's last
fiscal year. Only the
independent directors receive remuneration
from the Fund for
acting as a director. Aggregate fees
(including reimbursement for travel and
out-of-pocket expenses) of $27,100 were paid
to such directors by the Fund during the
fiscal year ended December 31, 1994. Fees for
independent directors who are directors of a
group of funds sponsored by Smith Barney are
set at $40,000 per annum plus $100 per
portfolio for each day of Board meetings
attended. The annual retainer fee is allocated
among the funds based on the relative net
assets of each individual fund or portfolio.
None of the officers of the Fund received any
compensation from the
Fund for such period. Officers and interested
directors of the
Fund are compensated by Smith Barney.
Compensation Table
Name of Person
Aggregate
Compensation
from Fund
Pension or
Retirement Benefits
Accrued as part of
Fund Expenses
Total
Compensation
from Fund and
Fund Complex Paid
to Directors
Number of Funds
for which Director
serves within
Fund Complex
Jessica M. Bibliowicz*
$0
$0
$0
12
Ralph D. Creasman
3,600
0
51,500
10
Joseph H. Fleiss
3,600
0
50,900
10
Donald R. Foley
3,600
0
51,500
10
Paul Hardin
1,900
0
[XP**[AP27,800**
[XP**[AP12**
Heath B. McLendon*
0
0
0
41
Francis P. Martin
3,600
0
51,500
10
Roderick C. Rasmussen
3,600
0
51,500
10
Bruce D. Sargent*
0
0
0
3
John P. Toolan
3,600
0
51,500
10
C. Richard Youngdahl
3,600
0
51,500
10
[XP*[AP* Designates an "interested director".
** Reflects the compensation paid to Dr.
Hardin and the number of
funds within the Fund Complex for which Dr.
Hardin serves as a
director as of the date of this Proxy
Statement. For the fiscal
year ended December 31, 1994, Mr. Hardin
served as a director of 25 funds within the
Fund Complex and was paid $96,400.
During the Fund's last fiscal year five
meetings of the Board of
Directors were held. No director attended
less than 75% of these meetings of the Board.
The following is a list of the current
executive officers of the
Fund, all of whom have been elected by the
directors to serve until their respective
successors are elected:
Name
Offices and
Positions
Held
with Fund
Period
Offices
Held
Principal Occupations
During Past Five
Years and Age
Jessica Bibliowicz
President
1995
(see table of directors above)
Ayako Weissman
Vice President
1989 to 1991
1994 to date
Managing Director of Smith Barney and
Portfolio Manager of the Income and Growth
Portfolio of Smith Barney Funds, Inc.;37.
Ellen Cardozo Sonsino
Vice President
1989 to date
Managing Director of Smith Barney and
Senior Portfolio Manager in the Capital
Management Division.
Formerly a Vice President/Senior Investment
Analyst with ABD Securities Corporation; prior
to that, a Vice President with Lionel D. Edie
& Co., Inc.; 41.
Lewis E. Daidone
Treasurer
1990 to date
Managing Director of Smith Barney,
Director and Senior Vice President of SBMFM
and Senior Vice
President and Treasurer of other investment
companies associated
with Smith Barney. Prior to January 1990,
Senior Vice President and
Chief Financial Officer of Cortland Financial
Group, Inc. and Vice
President and Treasurer of its associated
investment companies and
subsidiary broker-dealer; 37.
Name
Offices and
Positions
Held
with Fund
Period
Offices
Held
Principal Occupations
During Past Five
Years and Age
Christina T. Sydor
Secretary
1989 to date
Managing Director of Smith Barney. General
Counsel and Secretary of SBMFM and Secretary
of other investment
companies associated with Smith Barney; 44.
Thomas M. Reynolds
Controller and
Assistant Secretary
1991 to date
Director of Smith Barney in the Asset
Management Division, and Controller and
Assistant Secretary of
other investment companies associated with
Smith Barney. Prior to
September 1991, Assistant Treasurer of Aquila
Management Corporation and its associated
investment companies; 35.
Anthony J. Pace
Assistant
Controller
1992 to date
Vice President of Smith Barney in the Asset
Management Division, and Assistant Controller
of other investment
companies associated with Smith Barney; 29.
As of April 26, 1995 the directors and
officers of the Fund as a
group beneficially owned less than 1% of the
outstanding shares of Common Stock of
Travelers Group ("Travelers"), the ultimate
parent of Smith Barney.
The Board of Directors recommends that you
vote "FOR" the nominees.
PROPOSAL NO. 2.
RATIFICATION OF SELECTION OF INDEPENDENT
AUDITORS
KPMG Peat Marwick LLP ("KPMG") have been
selected as the
independent auditors to audit the accounts of
the Fund for and
during the fiscal year ending December 31,
1995 by a majority of the independent
directors by a vote cast in person subject to
ratification by the stockholders at the
Meeting (the entire Board concurred in the
selection). KPMG also serves as the
independent auditors for other investment
companies associated with Smith Barney and for
Travelers. KPMG has no direct or material
indirect financial interest in the Fund, Smith
Barney, its parent, Travelers, or any other
investment company sponsored by Smith Barney
or its affiliates. If the Fund receives a
written request from any stockholder at least
five
days prior to the Meeting stating that the
stockholder will be
present in person at the Meeting and desires
to ask questions of the auditors concerning
the Fund's financial statements, the Fund
will arrange to
have a representative of KPMG present at the
Meeting who will
respond to appropriate questions and have an
opportunity to make a statement. The
affirmative vote of a majority of shares
present and voting at the
meeting is required to ratify the selection
of KPMG. The Board of
Directors recommends that the stockholders
vote "FOR" the
ratification of the selection of independent
auditors.
PROPOSAL NO. 3.
TO APPROVE OR DISAPPROVE A NEW INVESTMENT
ADVISORY
AGREEMENT BETWEEN TRAVELERS INVESTMENT
MANAGEMENT COMPANY AND THE FUND, CONTAINING
SUBSTANTIALLY THE SAME TERMS AND CONDITIONS,
INCLUDING THE SAME LEVEL OF FEES, AS THE
FUND'S
CURRENT INVESTMENT ADVISORY AGREEMENT.
For the reasons and based on an extensive
analysis of factors
described below, the Directors of the Fund
unanimously determined, subject to approval by
the shareholders of the Fund, to enter into a
new investment advisory agreement (the "New
Agreement") between the Fund and Travelers
Investment Management Company ("TIMCO"), a
wholly owned subsidiary of Smith Barney
Holdings Inc. ("Holdings"), which in turn is a
wholly owned subsidiary of Travelers, the
ultimate parent company of the Fund's
administrator. Smith Barney
Inc. (the "Current Adviser") is currently the
Fund's investment adviser pursuant to an
investment advisory agreement dated December
18, 1989 (the "Current Agreement"). The New
Agreement contains substantially the same
terms and conditions, including the same
investment advisory fee, contained in the
Current Agreement. If approved by
shareholders, the New Agreement will continue
initially for a two-year period and would
continue automatically for successive annual
periods thereafter; provided such continuance
is approved at least annually by: (a) a
majority of the Board who are not interested
persons of the Fund (as the term is used in
the Investment Company Act of 1940, as amended
(the "1940 Act")) and (b) a majority of the
full Board of Directors or a majority of the
outstanding voting securities of the Fund, as
defined in the 1940 Act.
The Current Adviser
Smith Barney Inc., 388 Greenwich Street, New
York, N.Y. 10013
("Smith Barney" or the "Current Adviser") is
currently the
investment adviser of the Fund. The Current
Adviser is a wholly owned subsidiary of
Holdings, which is, in turn, a wholly owned
subsidiary of Travelers.
The principal executive offices of Holdings
and Travelers are located at 388 Greenwich
Street, 26th Floor, New York, N.Y. 10013. The
Current Agreement was approved by shareholders
on November 2, 1990. Under the terms of the
Current
Agreement, the Fund pays an investment
advisory fee at an annual
rate of 0.75% of the Fund's average daily net
assets. The advisory fee is higher than those
paid by most other investment companies.
During the fiscal year ended December 31,
1994, the Fund paid Smith Barney $402,574 in
investment advisory fees.
Smith Barney is a registered investment
adviser and a registered
broker/dealer incorporated in l960 under the
laws of the State of
Delaware. Smith Barney was formed through the
merger of Smith
Barney, Harris Upham & Co. Incorporated and
Shearson Lehman
Brothers Incorporated in 1993. Prior to that
time, Smith Barney,
Harris Upham & Co. Incorporated (or its
predecessor firms) had operated as
an investment banking and brokerage firm since
l873. Smith Barney is engaged in the
securities underwriting and securities and
commodities brokerage business with over 480
branch offices throughout the world and more
than 27,000 employees. Smith Barney is a
member of the New York Stock Exchange and
other major securities and commodities
exchanges. It acts as sponsor of numerous unit
investment trust funds and as a principal
underwriter of other investment companies.
Smith
Barney, in addition to participating as a
member of various selling groups or as agent
of other investment companies, executes orders
on behalf of investment companies for the
purchase and sale of their securities and
sells securities to such companies as a broker
or dealer in securities. Smith Barney acts as
investment adviser to various individual and
institutional clients whose portfolios
include corporate, United
States Government and municipal securities.
Affiliates of Smith Barney are investment
managers of other investment companies,
including money market funds, with assets in
excess of $54 billion.
The name of each director of Smith Barney is
as follows: Robert F.
Greenhill, Chairman and Chief Executive
Officer; James Dimon,
Chief Operating Officer; Robert Druskin, Vice
Chairman and Chief
Administrative Officer; Steven D. Black, Vice
Chairman and Deputy
Chief Operating Officer; Jeffrey B. Lane, Vice
Chairman; Robert H.
Lessin, Vice Chairman; Michael B. Panitch,
Vice Chairman; Jack L.
Rivkin, Vice Chairman; James S. Boshart, III,
Managing Director;
Robert A. Case, Managing Director; and John
F. Lyness, Managing
Director. The address of each director is 388
Greenwich Street, New York, NY 10013.
Under the Advisory Agreement the Fund is
responsible for the costs
of its operations. During the fiscal year
ended December 31, 1994 an aggregate of
$251,579 of operating expenses (excluding
interest and advisory fees) was accrued
and/or paid by the Fund. Of this
amount, $134,191 was accrued and/or paid to
Mutual Management Corp. ("MMC"), an affiliate
of the Current Adviser, during this period
for administration
services provided to the Fund pursuant to an
Administration
Agreement with the Fund dated as of December
18, 1989, which provides that MMC shall be
paid a fee calculated at the annual rate of
0.25% per annum of the Fund's average daily
net assets paid monthly. No change is
contemplated in the Administration Agreement
as a result of the proposed change in
investment adviser.
The Proposed Investment Adviser
TIMCO was founded over 25 years ago as an
investment adviser
responsible for providing investment advice
to investment
companies and private accounts. The
investment professionals at TIMCO, which has
been a registered investment adviser since
1971, have extensive experience in developing
and managing equity portfolios with
objectives
similar to the Portfolio's objectives. Exhibit
B to this Proxy
Statement identifies investment companies that
invest in equities for which
TIMCO
serves as investment adviser, the fees charged
by TIMCO and the
size
of each such investment company. Under the
terms of these various
investment advisory agreements, TIMCO provides
portfolio advice and
assistance with respect to the selection,
acquisition, holding and
disposal
of securities and receives compensation based
on direct and
indirect
costs it incurs in performing such services.
The name, position with
TIMCO and principal occupation of each
executive officer and
director of TIMCO are set forth in the
following table. The business address
of TIMCO and Messrs. Kelley, Bhagat, Hurwitz
and Willey is One Tower Square, Hartford, CT
06183-2030. The business address of Messrs.
Lane, McLendon, Day and Churm is 388 Greenwich
Street, New York, NY 10013.
Name
Position with TIMCO
Principal Occupation
Jeffrey B. Lane
Chairman of the Board
Director and Vice Chairman of Smith Barney
Kent A. Kelley
Director and Chief Executive Officer
Chief Executive Officer and
Portfolio Manager
Sandip A. Bhagat
Director and President
President and Portfolio
Manager
Heath B. McLendon
Director
(See Table of directors above)
Jacob E. Hurwitz
Vice President
Portfolio Manager
Daniel B. Willey
Vice President
Head Trader
Michael J. Day
Treasurer
Controller of Smith Barney
James W. Churm
Secretary
Senior Vice President and Managing
Counsel of Smith Barney
Evaluation by the Board and Reasons for the
Proposal
On May 16, 1995, the Board of Directors met in
person at a meeting
called for the purpose of considering, among
other things, the New
Agreement with TIMCO. The Board also
considered at that time the
continuation of the Fund's Current Agreement
with Smith Barney and
various other possible alternatives. The Board
reviewed materials
furnished by TIMCO that described, among other
matters,TIMCO and
its affiliates, senior personnel, portfolio
managers, analysts and
others, its method of operations, investment
philosophy, performance record
and financial condition. Representatives of
TIMCO met with the Board to discuss in depth
the written materials and to respond to
questions from the
Board and its independent counsel.
The Board of Directors of the Fund determined
to terminate the
Fund's Current Agreement with Smith Barney
and to enter into the New Agreement with TIMCO
subject to the approval of shareholders. In so
doing, a variety of factors were evaluated.
The Board reviewed Smith Barney's investment
performance on behalf
of the Fund and the past investment
performance of TIMCO in
managing portfolios of funds with objectives
and policies similar to
those
of the Fund and evaluated such performance
against various indices
and
industry standards. The Board considered the
fact that TIMCO
specializes in quantitative equity management
and uses a disciplined
approach to common stock management in the
small/mid capitalization
segments of the equity market. It also
considered TIMCO's
systematic
approach to stock selection that employs a set
of sophisticated
valuation
and earnings models to identify stocks that
have a high
probability of outperforming the small and
mid-cap sectors of the market. The Board felt
that TIMCO's investment style, which is
to emphasize stocks that appear undervalued
relative to fundamental
measures based on discounted cash flow
analysis and also
demonstrate
a current trend of improving earnings, would
be an excellent match
with
the Fund's objective of investing in equity
securities of
companies that
are believed to be inefficiently valued and
therefore have good
potential
for capital appreciation.
After carefully evaluating the foregoing
material and factors, the
Board
of Directors of the Fund who were not
interested persons of the
Fund
approved, subject to shareholder approval,
the New Agreement with
TIMCO containing substantially identical terms
and conditions as
the Current Agreement, and recommended its
approval by the Fund's
shareholders.
The Proposed Agreement
A copy of the form of the New Agreement is set
forth as Exhibit A
to
this Proxy Statement. Under its terms, TIMCO,
subject to the
supervision and approval of the Fund's Board,
would manage the
Fund's
investments in accordance with its investment
objective and
policies. As
investment adviser, TIMCO would be responsible
for making investment
decisions concerning assets, supplying
investment research and
portfolio
management services and placing orders to
purchase and sell assets
on behalf of the Fund. TIMCO would receive a
fee that is computed
daily and paid monthly at the annual rate of
0.75% of the value of the Fund's average
daily net assets. This advisory fee is higher
than those paid by most other investment
companies.With the exception of the identity
of the investment adviser and the commencement
and termination dates, the
provisions of the New Agreement and the
Current Agreement with
Smith Barney are virtually identical.
Under the terms of the New Agreement, TIMCO
bears all expenses in connection with its
performance. Other
expenses incurred in the operation of the Fund
will continue to be
borne by the Fund, including: taxes, interest,
brokerage fees and
commissions, if any; fees of the Board members
who are not "interested persons"
as defined in the 1940 Act; blue sky
qualification fees; charges of
custodian and transfer and dividend disbursing
agents; certain insurance
premiums;
outside auditing and legal expenses; costs of
preparation and
printing of
shareholders' reports; costs incurred in
connection with meetings
of the
shareholders of the Fund, and its other
business and operating
expenses
and any extraordinary expenses.
The New Agreement provides that in the absence
of willful
misfeasance,
bad faith, gross negligence or reckless
disregard for its
obligations
thereunder, TIMCO shall not be liable for any
act or omission in
the course of or in connection with the
rendering of its services
thereunder.
The New Agreement provides that it will
continue in effect for a period of two years
from its effective date, and if not sooner
terminated, will continue in effect for
successive periods of 12 months thereafter,
provided that each continuance is specifically
approved at least annually by both (1) the
vote of majority of the Fund's Board or the
vote of a majority of the outstanding voting
securities of the Fund (as such term is
defined in the 1940 Act) and (2) by the vote
of a majority of the directors who are not
parties to such Agreement or interested
persons (as such term is defined in the 1940
Act) of any such party, cast in person at a
meeting called for the purpose of voting on
such approval. The New Agreement may be
terminated as a whole at any time by the Fund,
without the payment of any penalty, upon the
vote of a majority of the Fund's Board or a
majority of the outstanding voting securities
of the Fund or by the Adviser, on 60 days'
written notice by either party to the other.
The New Agreement will terminate automatically
in the event of its assignment (as such term
is defined in the 1940 Act and the rules
thereunder).
Required Vote
Approval of the New Agreement requires the
affirmative vote of a
"majority of the outstanding voting
securities" of the Fund. The
term "majority of the outstanding voting
securities" of the Fund, as defined in
the 1940 Act, means an affirmative vote of the
lesser of: (a) 67%
of the voting securities of the Fund present
at the Meeting if more than 50% of the
outstanding shares are present in person or
by proxy at the Meeting; and (b) more than 50%
of the outstanding voting securities of the
Fund. If the New Agreement is not approved by
the shareholders of the Fund,
Smith Barney will continue to serve as
investment adviser to the
Fund and the Board of Directors will consider
other appropriate actions in the best
interests of the Fund.
The Board of Directors recommends that the
stockholders vote "FOR"
the approval of the new investment advisory
agreement.
Portfolio Transactions and Brokerage
Subject to policies established by the Board
of Directors of the
Fund, the investment adviser (currently, Smith
Barney and after approval of the New
Agreement, TIMCO) will arrange for the
execution of the Fund's portfolio transactions
and the allocation of brokerage. In executing
portfolio transactions, the investment adviser
will seek to obtain the most favorable
execution of portfolio transactions, that is,
the best combination
of net price and prompt reliable execution. In
the investment
adviser's opinion it is not possible to
determine in advance that any particular
broker will actually be able to effect the
most favorable execution because, in the
context of a constantly changing market,
order execution
involves judgments as to price, volume, the
trend and breadth of
the market, the possibility of a block
transaction, and the broker's
activity
in the security as well as its general record
for prompt, competent
and
reliable service in all aspects of order
processing, execution and
settlement as well as anticipated commission
rates.
A substantial portion of the securities in
which the Fund will
invest may
be traded in the over-the-counter markets, and
the Fund intends to
deal
directly with the dealers who make markets in
the securities
involved,
except in those circumstances where better
prices and execution are
otherwise available. Under the 1940 Act,
persons affiliated with
the
Fund are prohibited from dealing with the Fund
as principal in the
purchase and sale of securities. Transactions
in the over-the-
counter
markets usually involve transactions with
dealers acting as
principal for
their own account. The Fund will not deal with
affiliated persons
as
principal; however, affiliated persons of the
Fund may serve as its
broker
in over-the-counter markets and other
transactions conducted on an
agency basis in accordance with the 1940 Act.
The investment adviser has no obligation to
deal with any broker or
group of brokers in the execution of
transactions. The Fund's
portfolio
transactions may be effected through Smith
Barney provided it is
consistent with the policy of obtaining the
most favorable
execution. The
Fund's Board of Directors has adopted
procedures in conformity with
Rule 17e-1 under the 1940 Act to ensure that
all brokerage
commissions
paid to Smith Barney are reasonable and fair.
In allocating brokerage among other brokers
who are believed to be
capable of providing equally favorable
execution, the Fund may
also
take into consideration the fact that a
particular broker may, in
addition
to execution capability, provide other
services to the Fund such as
research and statistical information. It is
not possible to place
a dollar
value on such services, other than services
provided by third
parties, nor
does their availability reduce the investment
adviser's expenses in a determinable amount.
These various services may, however, be useful
to the investment adviser in connection with
its services rendered to the
Fund or to other advisory clients and not all
such services may be
used in connection with the Fund.
During the fiscal year ended December 31,
1994, the Fund paid $61,633 in brokerage
commissions, of which $5,380 (8.73 %) was paid
to Smith Barney for services in connection
with trades that were directed to Smith
Barney, but executed by unaffiliated brokers
and not for research or
statistical services. During the same period,
Smith Barney
effected 4.27% of the total dollar amount of
transactions involving the payment of
commissions.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented
at the 1996 Annual
Meeting of the Stockholders of the Fund must
be received by
February 5, 1996 to be included in the proxy
statement and the form of proxy relating to
that meeting.
OTHER MATTERS
The management knows of no other matters which
are to be brought
before the Meeting. However, if any other
matters not now known or
determined properly come before the Meeting,
it is the intention of
the persons named in the enclosed form of
proxy to vote such proxy in accordance with
their judgment on such matters.
All proxies received will be voted in favor of
all the proposals,
unless otherwise directed therein.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
June 6, 1995
EXHIBIT A
THE INEFFICIENT-MARKET FUND, INC.
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of the day of
1995
between
The Inefficient-Market Fund, Inc., a Maryland
Corporation (the
"Fund"), and Travelers Investment Management
Company (the
"Adviser").
WITNESSETH:
WHEREAS, the Fund is a non-diversified
closed-end management
investment company registered under the
Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Fund has been organized for the
purpose of investing
its funds and desires to avail itself of the
experience, sources
of
information, advice, assistance and facilities
available to the
Adviser and
to have the Adviser perform for it various
investment management
services; and the Adviser is willing to
furnish such advice and
services
on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the
premises and mutual
covenants herein contained, it is agreed as
follows:
1. The Fund hereby appoints the Adviser to
act as investment
adviser
to the Fund on the terms set forth in this
Agreement. The Adviser
accepts such appointment and agrees to render
the services herein
described, for the compensation herein
provided.
2. Subject to the supervision of the Board of
Directors of the
Fund (the
"Board"), the Adviser shall manage the
investment of the Fund
assets
and provide investment research advice and
supervision of the
Fund's
portfolio in accordance with the Fund's
investment objective,
policies
and restrictions as stated in the Fund's
Registration Statement
under the
1940 Act as it may be amended from time to
time (the Fund's
"Registration Statement") and subject to the
following
understandings:
(a) The Adviser shall provide supervision of
the Fund's
investments and
determine from time to time the investments or
securities that will
be
purchased, retained, sold or loaned by the
Fund, and the portion of
the
assets that will be invested in securities or
otherwise.
In determining the securities to be purchased
or sold by the Fund,
the
Adviser shall place orders with respect to
portfolio securities
either
directly with the issuer or with or through
such persons, brokers
(including Smith Barney Inc.) or dealers in
conformity with the
policy
with respect to brokerage as set forth in the
Fund's Registration
Statement or as the Board may direct from time
to time. It is
understood
that it may be desirable for the Fund that
the Adviser have access
to
supplemental investment and market research
and security and
economic
analysis provided by brokers who may execute
brokerage transactions
at
a higher cost to the Fund than may result when
allocating brokerage
to
other brokers on the basis of seeking the best
price and best
execution.
Therefore, the Adviser is authorized to place
orders for the
purchase and
sale of securities for the Fund with such
brokers, subject to
review by
the Fund's Board from time to time with
respect to the extent and
continuation of this practice. It is
understood that the services
provided
by such brokers may be useful to the Adviser
or its affiliates in
connection with their services to other
clients.
(b) The Adviser shall use its best judgment
in the performance of
its
duties
under this Agreement.
(c) The Adviser undertakes to perform its
duties and obligations
under
this
Agreement in conformity with the Prospectus of
the Fund, with the
requirements of the 1940 Act and all other
applicable Federal and
state
laws and regulations and with the
instructions and directions of
the
Board.
(d) The Adviser shall maintain such books and
records with respect
to
the
Fund's portfolio transactions and such books
and records required
to be
maintained by the Adviser pursuant to the
Rules of the Commission
under the 1940 Act and the Adviser shall
render to the Fund's
Board
such periodic and special reports as the
Board may reasonably
request.
The Adviser agrees that all records that it
maintains for the Fund
are the
property of the Fund and it will surrender
promptly to the Fund
any of
such records upon the Fund's request.
(e) The Adviser shall provide the Fund's
Administrator on each
business
day
with information relating to all transactions
concerning the Fund's
portfolio.
3. The Adviser will bear all of its expenses
of its employees and
overhead in connection with its duties under
this Agreement. It
will also
pay all directors' fees and salaries of the
Fund's directors and
officers
who are affiliated persons (as such term is
defined in the 1940
Act) of
the Adviser.
Except for the expenses specifically assumed
by the Adviser, the
Fund
will pay all of its expenses, including,
without limitation, fees
of the
directors not affiliated with the Adviser or
its affiliates and
board
meeting expenses; fees of the Adviser and of
Smith Barney Mutual
Funds Management Inc. (or any successor) as
the Administrator;
interest
charges; taxes; charges and expenses of the
Fund's legal counsel
and
independent accountants, and of the transfer
agent, registrar and
dividend
disbursing agent of the Fund; expenses of
repurchasing Shares;
expenses
of printing and mailing share certificates,
stockholder reports,
notices,
proxy statements and reports to governmental
offices; brokerage and
other expenses connected with the execution,
recording and
settlement of
portfolio security transactions; expenses
connected with
negotiating,
effecting purchases or sales or registering
privately issued
portfolio
securities; fees and expenses of the Fund's
custodians for all
services to
the Fund, including safekeeping of funds and
securities and
maintaining
required books and accounts; expenses of
calculating and publishing
the
net asset value of the Fund's Shares; expenses
of membership in
investment company associations; expenses of
fidelity bonding and
other
insurance premiums; expenses of stockholders'
meetings; SEC and
state
blue sky registration fees; American Stock
Exchange listing fees;
fees
payable to the National Association of
Securities Dealers, Inc. in
connection with this offering; and its other
business and
operating
expenses.
4. For the services provided and the expenses
assumed pursuant to
this
Agreement, the Fund will pay to the Adviser a
monthly fee in
arrears
equal to 0.75% per annum of the Fund's
average daily net assets
during
the month.
5. The Adviser shall authorize and permit any
of its directors,
officers and employees who may be elected as
directors or officers of the Fund to serve in
the capacities in which they are elected.
6. The Adviser shall not be liable for any
error of judgment or
for any loss suffered by the Fund in
connection with the matters to which this
Agreement relates, except a loss resulting
from a breach of fiduciary
duty with respect to the receipt of
compensation for services (in
which
case any award of damages shall be limited to
the period and the
amount
set forth in Section 36(b)(3) of the 1940 Act)
or a loss resulting
from
willful misfeasance, bad faith or gross
negligence on its part in
the
performance of its duties or from reckless
disregard by it of its
obligations and duties under this Agreement.
7. This Agreement shall continue in effect
for a period of two
years
from its effective date, and if not sooner
terminated, will
continue in
effect for successive periods of 12 months
thereafter, provided
that each
continuance is specifically approved at least
annually in
conformity with
the requirements of the 1940 Act. This
Agreement may be terminated
as
a whole at any time by the Fund, without the
payment of any
penalty,
upon the vote of a majority of the Fund's
Board of Directors or the
vote
of a majority of the outstanding voting
securities (as defined in
the 1940
Act) of the Fund, or by the Adviser, on 60
days' written notice by
either
party to the other. This Agreement shall
terminate automatically in
the
event of its assignment (as such term is
defined in the 1940 Act
and the
rules thereunder).
8. Nothing in this Agreement shall limit or
restrict the right of
any of
the Adviser's directors, officers, or
employees who may also be a
director, officer or employee of the Fund to
engage in any other
business
or to devote his time and attention in part to
the management or
other
aspects of any business, whether of a similar
or a dissimilar
nature, nor
limit or restrict the Adviser's right to
engage in any other
business or
to render services of any kind to any other
corporation, firm,
individual
or association. The investment advisory
services provided by the
Adviser
hereunder are not to be deemed exclusive, and
the Adviser shall be
free
to render similar services to others.
9. Any notice or other communication required
to be given pursuant
to
this Agreement shall be deemed duly given if
delivered or mailed
by
registered mail, postage prepaid, (i) to the
Adviser at One Tower
Square,
Hartford, Connecticut 06183, Attention: Chief
Executive Officer; or
(ii)
to the Fund at 388 Greenwich Street, New York,
New York 10013,
Attention: Secretary.
10. This Agreement shall be governed by and
construed in
accordance with the laws of the State of New
York.
11. Under a License Agreement dated December
18, 1989 between the
Fund and Smith Barney Inc., Smith Barney has
granted to the Fund
a
royalty-free, non- exclusive license to use
the name "The
Inefficient-Market Fund, Inc." in the United
States only in
connection
with the operation of an investment company.
It is further
provided in
the License Agreement that Smith Barney may
use or license the
above
term in connection with other investment
companies, subject to the
requirements of the 1940 Act, or any other
business enterprise
during
the term of such License Agreement or
thereafter. The License
Agreement is terminable by Smith Barney on
sixty days' notice to
the
Fund or as soon as practicable thereafter.
Upon such termination
the
Fund is required to change its name to one
which does not include
the
term "Inefficient Market".
IN WITNESS WHEREOF, the parties hereto have
caused this instrument
to be executed by their officers designated
below as of the day
and year first above written.
THE INEFFICIENT-MARKET
FUND, INC.
Attest:
By
By
TRAVELERS INVESTMENT
MANAGEMENT COMPANY
Attest:
By
By
EXHIBIT B
TIMCO-ADVISED INVESTMENT COMPANIES
INVESTING IN EQUITY SECURITIES
Advisory Fee Schedule
Investment Company
Assets as
of 2/28/95
From
To
Fee
The Travelers Growth and
Income Stock Account for Variable
Annuities$339,384,909
0.45%
The Travelers Timed
Growth and Income Stock Account for Variable
Annuities$309,404,904
0.3233%
The Travelers Capital
Appreciation Fund $81,741,073
0.20%
The Travelers Managed
Asset Trust $87,007,655
0.50%
The Travelers Series
Trust-Social Awareness Stock Portfolio
$4,408,004
$ 0
$ 50,000,000
0.65%
50,000,001
100,000,000
0.55%
100,000,001
200,000,000
0.45%
200,000,001
and over
0.40%
The Travelers Timed
Aggressive Stock Account for Variable
Annuities $44,139,726
$ 0
$ 20,000,000
0.50%
20,000,001
100,000,000
0.25%
100,000,001
300,000,000
0.20%
300,000,001
and over
0.15%
THE INEFFICIENT-MARKET FUND INC.
This Proxy is Solicited on Behalf of the
Directors of the Fund.
388 Greenwich Street
New York, New York 10013
The undersigned hereby appoints HEATH B.
McLENDON and LEWIS
E. DAIDONE, and each of them acting in the
absence of the other, as
Proxies, each with the power to appoint his
substitute, and hereby
authorizes them to represent and to vote, as
designated herein, all
the shares of common stock of The
Inefficient-Market Fund, Inc. held of record
by the undersigned on April 26, 1995 at a
Meeting of
Stockholders to be held on July 7, 1995 or any
adjournment thereof.
PROXY
ELECTION OF DIRECTORS
EXCEPT
1. ELECTION OF DIRECTORS
F.P. Martin, R.C. Rasmussen, and B.
Sargent
FOR
OR
FOR ALL EXCEPT
OR WITHHOLD
(INSTRUCTION:To withhold authority to vote for
any individual
nominee write that nominee's name on the space
provided above and
check center box to the right.)
PROPOSALS
The Board of Directors recommends a vote "FOR"
the following
proposals:
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG
PEAT
MARWICK LLP AS THE INDEPENDENT
AUDITORS OF THE FUND.
3. PROPOSAL TO APPROVE OR DISAPPROVE NEW
INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND
AND TRAVELERS INVESTMENT MANAGEMENT COMPANY
4.In their discretion, the Proxies are
authorized to vote upon such
other business as may properly come before the
meeting.
FOR
AGAINST
ABSTAIN
Please sign on the
reverse side.
This proxy when properly executed will be
voted in the manner
directed
herein by the undersigned stockholder. If no
direction is made,
this
proxy will be voted FOR each nominee for
director and for each
proposal.
Please sign exactly as name appears to the
left. When shares are
held by
joint tenants, both should sign, or if one
signs, that
stockholder's vote
binds both stockholders. When signing as
attorney, executor,
administrator, agent, 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
Signature if held jointly
Dated: ,1995
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
