Florida Daily Municipal Income Fund
and
Pennsylvania Daily Municipal Income Fund
(individually, a "Fund" and collectively, the "Funds")
IMPORTANT NOTICE TO SHAREHOLDERS
Dear Shareholder:
As you are aware, each Fund is managed and advised by Reich & Tang
Asset Management L.P. (the "Manager"). The parent company of the Manager, New
England Investment Companies, Inc., is majority-owned by New England Mutual
Life Insurance Company, which proposes to merge with Metropolitan Life
Insurance Company sometime after the end of the 1995 year.
As a shareholder, you are invited to vote on a proposal in
connection with this merger. Specifically, you are being asked to approve or
disapprove a new management/investment advisory agreement with the Manager
since the above transaction, in accordance with applicable regulations, would
automatically terminate the existing management/investment advisory agreement
between the Manager and each Fund.
What does this mean to you as a shareholder?
It is important to note that the management fee and the management
and investment advisory services to be performed under the new agreement are
the same as those under the current agreement. The other terms of the
agreement are the same in all material respects to the existing agreement.
There are not changes contemplated in the objectives or policies of the Fund,
the management or operation so the Manager relating to the Funds, the
personnel managing the Funds or the shareholder or other business activities
of the Funds.
The Board of Trustees has determined that the new agreement would
be in the best interest of the Funds and their shareholders. Accordingly, the
Board of Trustees of the Funds approved the new agreement and voted to
recommend it to shareholders for approval.
326162.1
<PAGE>
We encourage you to vote promptly no matter how many shares you
own. Timely votes save money and avoid follow-up mailings. Your cooperation as
we go through the process of the transition is greatly appreciated. We are
confident that the combining of these firms will result in a structure that
will better service your needs.
Thanking you, in advance, for your patience and support.
Very truly yours,
Florida Daily Municipal Income Fund, and
Pennsylvania Daily Municipal Income Fund
326162.1
<PAGE>
- -------------------------------------------------------------------------------
Preliminary Proxy Material For The Information of the Securities and
Exchange Commission Only
Florida Daily Municipal Income Fund and
Pennsylvania Daily Municipal Income Fund
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
March 1, 1996
- --------------------------------------------------------------------------------
600 Fifth Avenue
New York, New York 10020
(212) 830-5220
A Joint Special Meeting of Shareholders of Florida Daily Municipal Income Fund
("Florida") and Pennsylvania Daily Municipal Income Fund ("Pennsylvania")
(individually, a "Fund" and collectively, the "Funds"), will be held at 9:00
a.m. on March 1, 1996 at the offices of the Funds at 600 Fifth Avenue, New
York, New York for the following purposes, all of which are more fully
described in the accompanying Proxy Statement dated January , 1996.
1. To approve or disapprove a new Investment Management Contract to be
effective upon the merger of New England Mutual Life Insurance Company
into Metropolitan Life Insurance Company between each Fund and Reich &
Tang Asset Management L.P., the Manager, each Contract to be identical
to the Investment Management Contract in effect for each Fund
immediately prior to such merger (see page of the attached Proxy
Statement);
2. To elect four trustees, as the case may be, for each of the Funds, each
trustee to hold office until his successor is duly elected and
qualified;
3. To ratify or reject the selection of Messrs. McGladrey & Pullen LLP as
independent accountants of each Fund for their respective fiscal years
ending August 31, 1996 for Florida and November 30, 1996 for
Pennsylvania; and
4. To transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on January , 1996 are
entitled to notice of, and to vote at, the meeting.
By Order of the Boards of Trustees
BERNADETTE N. FINN, Secretary of each of the Funds
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY BALLOT, DATE
AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR
YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE TO EACH OF THE FUNDS OF FURTHER SOLICITATION,
WE ASK FOR YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
- --------------------------------------------------------------------------------
326111.1
<PAGE>
PROXY STATEMENT
- --------------------------------------------------------------------------------
INTRODUCTION ............................................................... 1
PROPOSAL 1 APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT MANAGEMENT
CONTRACT TO BE EFFECTIVE AT THE TIME OF THE MERGER........... 4
PROPOSAL 2 ELECTION OF TRUSTEES......................................... 6
PrOPOSAL 3 RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT ACCOUNTANTS......................................11
INFORMATION REGARDING THE MANAGER...........................................13
ALLOCATION OF PORTFOLIO BROKERAGE...........................................17
OTHER MATTERS...............................................................18
EXHIBIT A INVESTMENT MANAGEMENT CONTRACT BETWEEN FLORIDA AND
REICH & TANG ASSET MANAGEMENT L.P................................
EXHIBIT B INVESTMENT MANAGEMENT CONTRACT BETWEEN PENNSYLVANIA AND
REICH & TANG ASSET MANAGEMENT L.P................................
XHIBIT C TABLE OF FEES FOR ALL FUNDS ADVISED BY THE MANAGER................
326111.1
<PAGE>
FLORIDA DAILY MUNICIPAL INCOME FUND,
AND PENNSYLVANIA DAILY MUNICIPAL INCOME FUND
600 FIFTH AVENUE
NEW YORK, NEW YORK 10020
PROXY STATEMENT
INTRODUCTION
This statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Florida Daily Municipal Income Fund
("Florida") and Pennsylvania Daily Municipal Income Fund ("Pennsylvania")
(individually, a "Fund" and collectively, the "Funds") for use at a Joint
Special Meeting of Shareholders to be held at the offices of the Funds at 600
Fifth Avenue, New York, New York on March 1, 1996 at 9 A.M. Such solicitation
will be made primarily by the mailing of this statement and the materials
accompanying it. Supplemental solicitations may be made by mail, telephone, or
personal interviews by officers and representatives of the Funds. The expenses
in connection with preparing and mailing this statement and the material
accompanying it, and of such supplemental solicitations, will be borne by The
New England and Metropolitan Life (each as hereinafter defined). This Proxy
Statement and the accompanying Proxy are first being sent to shareholders on
or about January , 1996. The Funds' most recent annual and semi-annual reports
are available upon request.
The outstanding voting stock of the Funds as of the close of business on
January , 1996 consisted of ___________ shares of beneficial interest of
Florida and _______ shares of beneficial interest of Pennsylvania, each whole
share being entitled to one vote and each fraction of a share being entitled
to a proportionate fraction of a vote. Only shareholders of record at the
close of business on January , 1996 are entitled to vote at the meeting. Any
shareholder may revoke his proxy at any time prior to its exercise by a
written notification of such revocation, which must be signed, include the
shareholder's name and account number, be addressed to the Secretary of the
Fund at its principal executive office, 600 Fifth Avenue, New York, New York
10020, and be received prior to the meeting to be effective, or by signing
another proxy of a later date, or by personally casting his vote at the
meeting of shareholders.
Among the purposes of this Joint Special Meeting of the Shareholders of
the Funds is the approval of the Merger (the "Merger") of New England Mutual
Life Insurance Company ("The New England") into Metropolitan Life Insurance
Company ("Metropolitan Life"). The Merger is being treated, for purposes of
the Investment Company Act of 1940, as amended (the "1940 Act"), as a change
of control of New England Investment Companies, L.P. ("NEIC"), the limited
partner and owner of the 99.5% limited partnership interest in Reich & Tang
Asset Management L.P. (the Corporations' "Manager"). Reich & Tang Asset
Management, Inc. (a wholly-owned subsidiary of NEIC) is the general partner
and owner of the remaining 0.5% interest of the Manager. Under the 1940 Act,
such a change of control constitutes an "assignment" (as defined in the 1940
Act) of the Investment Management Contract between the Manager and each of the
Funds, as well as various other investment advisory agreements under which
NEIC and its subsidiary firms serve as advisers or sub- advisers to certain
other mutual funds, and results in the automatic termination of each of those
agreements including the Investment Management Contract between each of the
Funds and the Manager, effective at the time of the Merger. The Trustees have
approved, and recommend that the shareholders of the Funds approve, a new
investment management contract with respect to their Fund. This proposed
1
326111.1
<PAGE>
new contract will be in substance identical to the contract in effect
immediately prior to the Merger, and will take effect at the time of the
Merger. As a result, the Manager will continue to perform investment
management services for each of the Funds after the Merger, on the same terms
as are in effect immediately before the Merger.
In addition to the above, the other purposes for this Joint Special
Meeting of Shareholders include: (i) the election of trustees of each Fund and
(ii) the ratification of the selection of independent accountants of each
Fund.
A majority of the outstanding shares of Florida and Pennsylvania,
represented in person or by proxy, shall be required to constitute a quorum at
the meeting although more than a simple majority of the outstanding shares may
be required to be present to approve a particular issue.
Any signed proxy will be voted in favor of the proposals unless a choice
is indicated to vote against or to abstain from voting on that proposal. An
abstention on any proposal will have the same legal effect as a vote against
such proposal.
If a quorum is not present at the meeting, or if a quorum is present but
sufficient votes to approve any of the proposals are not received, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies. In determining whether to adjourn the
meeting, the following factors may be considered: the nature of the proposals
that are the subject of the meeting, the percentage of votes actually cast,
the percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect
to the reasons for the solicitation. Any adjournment will require the
affirmative vote of a majority of those shares represented at the meeting in
person or by proxy. A shareholder vote may be taken on one or more of the
proposals in this proxy statement prior to any adjournment if sufficient votes
have been received for approval. The proposals are considered
"non-discretionary" and brokers that are record or nominee holders of shares
of the Funds who have received no instructions from their clients do not have
discretion to vote on these matters. Absent voting by the particular
beneficial owners of such shares, such "broker non-voters" will not be
considered as votes cast in determining the outcome of the proposals.
As of November 30, 1995, the following persons or entities owned as much
as 5% of each Fund's outstanding shares:
Nature of
Name & Address % of Class Ownership
Florida Daily Municipal Income Fund
Class A
Class B
Pennsylvania Daily Municipal
Income Fund
Class A
2
326111.1
<PAGE>
Nature of
Name & Address % of Class Ownership
Class B
As of November 30, 1995, the officers or trustees, collectively, of each Fund,
beneficially owned, directly or indirectly (including the power to vote or to
dispose of any shares), less than 1% of the shares of each Fund's total
outstanding shares.
3
326111.1
<PAGE>
PROPOSAL 1. APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT
MANAGEMENT CONTRACT TO BE EFFECTIVE AT THE TIME OF
THE MERGER
The Trustees of each Fund unanimously recommend that the shareholders
vote to approve a new investment management contract for each of their
respective Funds, to be effective at the time of the Merger. The new
investment management contract will be substantially identical to the existing
investment management contract in effect for each Fund immediately prior to
the time of the Merger. As explained above, the Merger is being treated, for
purposes of the 1940 Act, as a change in control of NEIC and its subsidiary
firms including the Manager, Reich & Tang Asset Management L.P., that serve as
advisers or sub-advisers to various mutual funds including each Fund. The 1940
Act provides that such a change in control constitutes an "assignment" of
these advisory and sub-advisory agreements under which NEIC, the Manager and
these related subsidiary firms provide advisory services to the various mutual
funds including each Fund. The 1940 Act further provides that such an
"assignment" will result in the automatic termination of each of those
agreements, at the time of the Merger.
The Merger. In August of 1995, The New England and Metropolitan Life
entered into an agreement providing for the Merger of the two companies (the
"Merger Agreement"). Metropolitan Life will be the surviving company following
the Merger. Both The New England and Metropolitan Life are mutual insurance
companies. The Merger will result in the insurance policyholders of The New
England becoming policyholders of Metropolitan Life. The policyholders of The
New England will not receive any other payment, property or consideration in
connection with the Merger. The Merger will not be effected unless it is
approved by the requisite vote of the policyholders of both The New England
and Metropolitan Life. The Merger also requires approval by various government
regulatory agencies. In addition, consummation of the Merger is subject to
fulfillment of a number of other conditions, although the parties may waive
some or all of these conditions. There is no assurance that the Merger will in
fact be consummated. In addition, because it is impossible to predict with
certainty when the necessary regulatory approvals will be obtained and the
other conditions to the Merger be fulfilled, it is not known, as of the date
of this Proxy Statement, when the Merger will occur. The parties currently
expect, however, that the Merger will not occur until after the end of 1995.
NEIC is organized as a limited partnership. NEIC's sole general partner,
New England Investment Companies, Inc. ("NEIC Inc."), is a wholly-owned
subsidiary of The New England. As a result of the Merger, NEIC Inc. would
become a direct or indirect wholly-owned subsidiary of Metropolitan Life. The
New England also owns a majority of the outstanding limited partnership
interests of NEIC. The Merger would result in Metropolitan Life becoming the
owner (directly or through a wholly-owned subsidiary) of these limited
partnership interests. The Merger Agreement provides that, following the
consummation of the Merger, Metropolitan Life shall have the right to
designate a majority of the board of directors of NEIC Inc.
Under the Merger Agreement, The New England and Metropolitan Life agree
that they will use their best efforts to satisfy the conditions of Section
15(f) of the 1940 Act. Section 15(f) provides that an investment adviser to a
registered investment company (such as the Corporation), and affiliated
persons of such investment adviser, may receive any amount or benefit in
connection with the sale of securities of, or a sale of any other interest in,
such investment adviser which results in an assignment of an investment
advisory contract with such investment company, if
4
326111.1
<PAGE>
(1) for a period of 3 years after the time of such action, at
least 75% of the board of such investment company are not interested
persons of such company's investment adviser or predecessor investment
adviser, and
(2) there is not imposed an unfair burden on such investment
company as a result of such transaction or any express or implied terms,
conditions, or understandings applicable thereto.
Satisfaction of condition (1) above is not expected to require any changes in
the current composition of each Fund's Board of Trustees.
Information About Metropolitan Life. Metropolitan Life was incorporated
under the laws of New York in 1866 and since 1868 has been engaged in the life
insurance business under its present name. By the early 1900s, it had become
the largest life insurance company in the United States and is currently the
second largest life insurance company in the United States in terms of total
assets. Metropolitan Life's assets as of June 30, 1995 were over $130 billion,
and its adjusted capital as of that date exceeded $8 billion. Subsidiaries of
Metropolitan Life manage over $25 billion of assets for mutual funds,
institutional and other investment advisory clients.
Trustees' Recommendation. The Trustees unanimously recommend that
shareholders approve the new investment management contract between the
Manager and each Fund, to be effective at the time of the Merger. The new
investment management contract will be substantially identical to the
investment management contract in effect immediately before the Merger which
is described on page of this Proxy Statement. (The only difference will be
that the new investment management contract will be dated the date of the
Merger and will be in effect initially for a period of two years and from year
to year thereafter provided that its continuance is approved in accordance
with the terms of the contract and the applicable provisions of the 1940 Act.)
In coming to the recommendation set forth above, the Trustees reviewed
extensive information about each Fund, the Manager, NEIC and Metropolitan
Life. The Trustees noted that, for purposes of the 1940 Act, the Merger
constitutes a change in control of NEIC and the Manager as well as NEIC's
other subsidiaries that act as advisers or sub-advisers for various other
mutual funds. Although the Merger is being treated as a change in control of
NEIC and of the various advisers and sub-advisers that are affiliated with
NEIC, including the Manager, the Merger is not expected to result in any
change in the personnel, operations or financial condition of NEIC or of such
advisers or sub-advisers, including the Manager. NEIC has indicated that each
adviser and sub-adviser affiliated with NEIC, including the Manager, will
continue to be independently managed, as has historically been the case. Thus,
the Merger is not expected to result in any changes in the investment
approaches or styles of the advisers and sub-advisers, including the Manger.
The Trustees accordingly concluded that it is appropriate and desirable
for each Fund to continue, after the Merger, the same investment management
arrangements as is in effect immediately before the Merger. Under the 1940
Act, such continuation requires, in the case of each Fund, the approval of its
shareholders, by vote of the lesser of (1) 67% of the shares represented at
the Meeting, if more than 50% of the shares are represented at the Meeting, or
(2) more than 50% of the outstanding shares.
5
326111.1
<PAGE>
In order that each Fund may continue to receive investment management
services following the Merger, on the same basis as before the Merger, the
Trustees unanimously recommend that shareholders of each Fund vote in favor of
Proposal 1.
If the shareholders do not approve Proposal 1, the investment management
contract will terminate at the time of the Merger although the Manager will
continue to manage the Portfolios, and each Fund will consider such
alternative actions as are in the best interest of such Fund.
PROPOSAL 2 ELECTION OF TRUSTEES
At the meeting, four trustees are to be elected, each to hold office
until his successor has been elected and has qualified. Drs. Mellon and Wong
and Mr. Straniere were elected to each Fund's Board and the respective Audit
and Nominating Committees and have served as such since 1982 and 1984,
respectively. Mr. Duff was elected by the Board of Trustees to serve as
President and Trustee of each Fund in October, 1994. All such persons have
consented to be named in this Proxy Statement and to serve as trustees of each
Fund if elected. The Board of Trustees, which met four times during each
Fund's fiscal year ended August 31, 1995 for Florida and November 30, 1995 for
Pennsylvania, has no compensation committee. Each trustee attended at least
75% of the board meetings held. Each Fund has an Audit Committee of the Board
of Trustees, comprised of Drs. Mellon and Wong and Mr. Straniere who are not
"interested persons" of each Fund within the meaning of Section 2(a)(19) of
the 1940 Act. The Audit Committee meets annually to review each Fund's
financial statements with the independent accountants and to report on its
findings to the Board of Trustees. In addition, pursuant to a Distribution and
Service Plan adopted by each Fund in accordance with the provisions of Rule
12b-1 under the Investment Company Act of 1940, each Fund has a Nominating
Committee of the Board of Trustees comprised of Drs. Mellon and Wong and Mr.
Straniere, to whose discretion the selection and nomination of directors who
are not "interested persons" of the Fund is committed. The Nominating
Committee met once with regard to the fiscal year ended August 31, 1995 for
Florida and November 30, 1995 for Pennsylvania regarding the nomination of Mr.
Duff. The Nominating Committee currently does not consider nominees
recommended by shareholders. The election of each director requires the
approval of a majority present at the meeting in person or by proxy.
The following is a list of the members of the Board of Trustees, any
other positions each may now hold with each Fund, the principal occupation of
each Trustee during the past five years and the nature, amount and percentage
of shares held by each in each Fund.
6
326111.1
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature
of Beneficial
Principal Occupation Ownership at
Name and Age During Preceding Five Years 11/30/95 % of Shares
<S> <C> <C> <C>
Steven W. President and Trustee of each Fund [-0-] [-0-]
Duff* and President of the Mutual Funds
Division of the Manager since
42 September 1994. Mr. Duff was
formerly Director of Mutual Fund
Administration of NationsBanc, with
which he was associated from 1981
to August 1994. Mr. Duff is also
President and a Director of
California Daily Tax Free Income
Fund, Inc., Connecticut Daily Tax
Free Fund, Inc., Michigan Daily Tax
Free Fund, Inc., New Jersey Daily
Municipal Income Fund, Inc., New York
Daily Tax Free Fund, Inc., North
Carolina Daily Municipal Income Fund,
Inc. and Short Term Income Fund,
Inc.; President and Trustee of
Institutional Daily Income Fund;
President of Cortland Trust,
Inc., Reich & Tang Government
Securities Trust and Tax Exempt
Proceeds Fund, Inc.; and Executive
Vice President of Reich & Tang
Equity Fund, Inc.
</TABLE>
__________________
* Such person is an "interested person" of the Corporation within the
meaning of Section 2(a) (19) of the 1940 Act.
7
326111.1
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature
of Beneficial
Principal Occupation Ownership at
Name and Age During Preceding Five Years 11/30/95 % of Shares
<S> <C> <C> <C>
W. Giles Trustee of each Fund since its [-0-] [-0-]
Mellon formation; Professor of Business
Administration and Area Chairman of
64 Economics and Finance in the
Graduate School of Management,
Rutgers University, with which he
has been associated since 1966.
Dr. Mellon is also a Director of
California Daily Tax Free Income
Fund, Inc., Connecticut Daily Tax
Free Fund, Inc., Delafield Fund,
Inc., Michigan Daily Tax Free Fund,
Inc., New Jersey Daily Municipal
Income Fund, Inc., New York Daily
Tax Free Fund, Inc., North Carolina
Daily Municipal Income Fund, Inc.,
Reich & Tang Equity Fund, Inc. and
Short Term Income Fund, Inc.; and a
Trustee of Institutional Daily Income
Fund and Reich & Tang Government
Securities Trust.
Robert Trustee of each Fund since 1984; [-0-] [-0-]
Straniere Member of New York State
Assembly; Partner, The Straniere
53 Law Firm since 1981; Director of
California Daily Tax Free Income Fund, Inc., Connecticut
Daily Tax Free Fund, Inc., Delafield Fund, Inc., Michigan
Daily Tax Free Fund, Inc., New Jersey Daily Municipal Income
Fund, Inc., New York Daily Tax Free Fund, Inc., North
Carolina Daily Municipal Income Fund, Inc., Reich & Tang
Equity Fund, Inc. and Short Term Income Fund, Inc.; Trustee
of Institutional Daily Income Fund and Reich & Tang
Government Securities Trust; and Director of Life Cycle
Mutual Funds, Inc.
</TABLE>
8
326111.1
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature
of Beneficial
Principal Occupation Ownership at
Name and Age During Preceding Five Years 11/30/95 % of Shares
<S> <C> <C> <C>
Dr. Yung Trustee of each Fund since its [-0-] [-0-]
Wong formation; Director of Shaw
Investment Management (UK)
56 Limited from 1994 to October, 1995;
formerly General Partner of Abacus
Partners Limited Partnership (a
general partner of a venture capital
investment firm) from 1984 to 1994;
Director of California Daily Tax
Free Income Fund, Inc., Connecticut
Daily Tax Free Fund, Inc., Delafield
Fund, Inc., Michigan Daily Tax Free
Fund, Inc., New Jersey Daily
Municipal Income Fund, Inc., New
York Daily Tax Free Fund, Inc.,
North Carolina Daily Municipal
Income Fund, Inc., Reich & Tang
Equity Fund, Inc. and Short Term
Income Fund, Inc.; and Trustee of
Institutional Daily Income Fund,
Reich & Tang Government Securities
Trust and Eclipse Financial Asset
Trust.
</TABLE>
The address of each trustee and officer of each Fund is 600 Fifth Avenue, New
York, New York 10020.
In addition to Mr. Duff, who has served as President of each Fund since
September, 1994, the officers of each Fund are:
Dana E. Messina, 38, Vice President of each Fund. Ms. Messina is an Executive
Vice President of the Manager since January, 1995 and has been associated with
the Manager and its predecessors in various capacities since December, 1980.
She is also an officer of other investment companies advised by the Manager.
Lesley M. Jones, 47, Vice President of each Fund. Ms. Jones is a Senior Vice
President of the Manager since September, 1993 and has been associated with
the Manager and its predecessors in various capacities since April, 1973. She
is also an officer of other investment companies advised by the Manager.
Bernadette N. Finn, 47, Vice President and Secretary of each Fund. Ms. Finn is
a Vice President of the Manager since September, 1993 and has been associated
with the Manager and its predecessors in
9
326111.1
<PAGE>
various capacities since September, 1970. She is also an officer of other
investment companies advised by the Manager.
Molly Flewharty, 44, Vice President of each Fund. Ms. Flewharty is Vice
President of the Manager since September, 1993 and has been associated with
the Manager and its predecessors in various capacities since December, 1977.
She is also an officer of other investment companies advised by the Manager.
Richard De Sanctis, 39, Treasurer of each Fund since October 1992. Mr. De
Sanctis is Treasurer of the Manager and its predecessors since December, 1990
and is an officer of other investment companies advised by the Manager.
Each Fund paid an aggregate renumeration of $ and $ to its trustees and to
certain employees of the Manager with respect to its fiscal year ended August
31, 1995 for Florida and November 30, 1995 for Pennsylvania, respectively,
consisting of $ in aggregate directors' fees to the three disinterested
trustees, and salaries and benefits aggregating $ paid to certain employees of
the Manager pursuant to the terms of the Investment Management Contract.
<TABLE>
<CAPTION>
============================================================================================
(1) (2) (3) (4) (5)
- --------------------------------------------------------------------------------------------
Total
Pension or Compensation
Retirement from Funds and
Name of Aggregate Benefits Accrued Estimated Fund Complex
Person, Compensation As Part of Fund Annual Benefits Paid to
Position from each Fund Expenses upon Retirement Directors*
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Steven W. Duff, All Funds: 0 All Funds: 0 All Funds: 0 0
Trustee
- --------------------------------------------------------------------------------------------
W. Giles Florida $ All Funds: 0 All Funds: 0 $
Mellon, Trustee Pennsylvania (14 Funds)
- --------------------------------------------------------------------------------------------
Robert Florida All Funds: 0 All Funds: 0 $
Straniere, Pennsylvania (14 Funds)
Trustee
- --------------------------------------------------------------------------------------------
Yung Wong, Florida All Funds: 0 All Funds: 0 $
Trustee Pennsylvania (14 Funds)
============================================================================================
</TABLE>
* The total compensation paid to such persons by the Funds and Fund
Complex for the fiscal year ending August 31, 1995 for Florida and
November 30, 1995 for Pennsylvania (and, with respect to certain of the
funds in the Fund Complex, estimated to be paid during the fiscal year
ending October 31, 1995). The parenthetical number represents the number
of investment companies (including the Fund) from which such person
receives compensation that are considered part of the same Fund Complex
as the Fund, because, among other things, they have a common investment
advisor.
10
326111.1
<PAGE>
PROPOSAL 3 RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT
ACCOUNTANTS
The Board of Trustees recommends that the shareholders ratify the selection of
Messrs. McGladrey & Pullen LLP, independent public accountants, to audit the
accounts of each Fund for the fiscal year ending August 31, 1996 for Florida
and November 30, 1996 for Pennsylvania. Messrs. McGladrey & Pullen LLP have
audited the accounts of each Fund since their inception and do not have any
direct financial interest or any material indirect financial interest in each
Fund.
A representative of Messrs. McGladrey & Pullen LLP is not expected to be
present at the shareholders' meeting. If the shareholders do not ratify the
Board's recommendation, the Board will submit another proposal to the
shareholders with a recommendation for independent public accountants. The
ratification of selection of Independent Accountants requires the approval of
a majority present at the meeting in person or by proxy.
INFORMATION REGARDING THE MANAGER
The Manager for each Fund is Reich & Tang Asset Management L.P., a
Delaware limited partnership with principal offices at 600 Fifth Avenue, New
York, New York 10020. The Manager was at August 31, 1995 manager, adviser or
supervisor with respect to assets aggregating approximately $7.9 billion. The
Manager acts as manager of seven other investment companies and also advises
pension trust, profit sharing trusts and endowments. In addition to the Funds,
the Manager's advisory clients include, among others, California Daily Tax
Free Income Fund, Inc., Connecticut Daily Tax Free Income Fund, Inc., Cortland
Trust, Inc., Delafield Fund, Inc., Institutional Daily Income Fund, Michigan
Daily Tax Free Fund, Inc., New Jersey Daily Municipal Income Fund, Inc., New
York Daily Tax Free Fund, Inc., North Carolina Daily Municipal Income Fund,
Inc., Reich & Tang Equity Fund, Inc., Reich & Tang Government Securities
Trust, Short Term Income Fund, Inc. and Tax Exempt Proceeds Fund, Inc.
Attached as Exhibit C is a Table of Fees for all funds advised by the Manager.
The Manager also advises pension trusts, profit-sharing trusts and endowments.
Peter S. Voss (49), G. Neal Ryland (54), Steven W. Duff (42) and Richard
E. Smith, III (45) are directors of Reich & Tang Asset Management, Inc. the
general partner of the Manager. Mr. Voss is President of Reich & Tang Asset
Management, Inc. The address of Messrs. Voss and Ryland is 399 Boylston
Street, Boston Massachusetts 02116. Mr. Duff is President of the Mutual Fund
Group of the Manager. Mr. Smith is President of the Capital Management Group
of the Manager. Their address is 600 Fifth Avenue, New York, New York 10020.
NEIC Inc. is a holding company offering a broad array of investment
styles across a wide range of asset categories through ten investment
advisory/management affiliates and two distribution subsidiaries which
include, in addition to the Manager, Loomis, Sayles & Company, L.P., Copley
Real Estate Advisors, Inc., Back Bay Advisors, L.P., Marlborough Capital
Advisors, L.P., Westpeak Investment Advisors, L.P., Draycott Partners, Ltd.,
TNE Investment Services, L.P., New England Investment Associates, Inc., an
affiliate, Capital Growth Management Limited Partnership, and Harris
Associates. These affiliates in the aggregate are investment advisors or
managers to over 42 other registered investment companies.
11
326111.1
<PAGE>
Pursuant to the Investment Management Contract, the Manager manages each
Fund's portfolio of securities and makes decisions with respect to the
purchase and sale of investments, subject to the general control of the Board
of Trustees of each Fund.
The Manager provides persons satisfactory to the Board of Trustees of
each Fund to serve as officers of each Fund. Such officers, as well as certain
other employees and trustees of each Fund, may be directors or officers of
Reich & Tang Asset Management, Inc., the sole general partner of the Manager,
or employees of the Manager or its affiliates.
Each Fund's Investment Management Contract with the Manager's
predecessor was approved by the Board of Trustees, including a majority of the
Trustees who are not interested persons (as defined in the Act) of each Fund
or the Manager and by the shareholders at a special meeting of shareholders,
effective September 15, 1993 for the Pennsylvania Fund and , 1994 for the
Florida Fund. The re-execution of each Investment Management Contract with the
Manager was approved by the Board of Directors/Trustees, including a majority
of the trustees who are not interested persons of each Fund or Manager,
effective October 1, 1994. Each Investment Management Contract has a term
which extends to June 30, 1996 for Florida and July 31, 1996 for Pennsylvania
and may be continued in force thereafter for successive twelve-month periods
beginning each July 1 for Florida and August 1 for Pennsylvania, respectively,
provided that such continuance is specifically approved annually by majority
vote of each Fund's outstanding voting securities or by their Board of
Trustees, and in either case by a majority of the Trustees who are not parties
to the Investment Management Contract or interested persons of any such party,
by votes cast in person at a meeting called for the purpose of voting on such
matter.
Each Investment Management Contract is terminable without penalty by
each Fund on sixty days' written notice when authorized either (1) by majority
vote of its outstanding voting shares or (2) by a vote of a majority of its
Board of Trustees or (3) by the Manager on sixty days' written notice, and
will automatically terminate in the event of its assignment. Each Investment
Management Contract provides that in the absence of willful misfeasance, bad
faith or gross negligence on the part of the Manager, or of reckless disregard
of its obligations thereunder, the Manager shall not be liable for any action
or failure to act in accordance with its duties thereunder.
Under its Investment Management Contract, each Fund will pay an annual
management fee equal to .40% of each Fund's average daily net assets. The
Manager, at its discretion, may voluntarily waive all or a portion of the
management fee. The fees are accrued daily and paid monthly. Any portion of
the total fees received by the Manager may be used by the Manager to provide
shareholder services and for distribution of each Fund's shares.
Pursuant to an Administrative Services Contract with each Fund, the
Manager also performs clerical, accounting supervision, office service and
related functions for each Fund and provides each Fund with personnel to (i)
supervise the performance of bookkeeping related services by Investors
Fiduciary Trust Company, the Fund's bookkeeping agent, (ii) prepare reports to
and filings with regulatory authorities, and (iii) perform such other services
as the Funds may from time to time request of the Manager. The personnel
rendering such services may be employees of the Manager, of its affiliates or
of other organizations. The Board of Trustees for each Fund has approved a
change in the Administration Services Contract that ceases all reimbursements
to the Manager and increases the Administration Fee payable to the Manager by
0.01% of each Fund's average daily net assets. For its services under the
Administrative Services Contract, the Manager will receive (after such
increase) from each Fund an annual fee equal to .21% of each Fund's average
daily net assets not in excess of $1.25
12
326111.1
<PAGE>
million, plus .20% of such assets in excess of $1.25 million but not in excess
of $1.5 billion, plus .19% of such assets in excess of $1.5 billion. Prior to
such change, the Funds paid the Manager for such personnel and for rendering
such services at rates which were agreed upon by each Fund and the Manager,
provided that each Fund did not pay for services performed by any such persons
who were also officers of the general partner of the Manager. It was intended
that such rates would be the actual costs of the Manager. Under the
Administrative Services Contract, each Fund may reimburse the Manager for all
of such Fund's operating costs (in addition to the personnel reimbursement),
including rent, depreciation of equipment and facilities, interest and
amortization of loans financing equipment used by the Corporation and all the
expenses incurred to conduct the Fund's affairs. The amounts of such
reimbursements are to be agreed upon between each Fund and the Manager. No
such reimbursements were made.
The Manager at its discretion may waive its rights to any portion of the
management fee or the administrative services fee and may use any portion of
the management fee and the administrative services fee for purposes of
shareholder and administrative services and distribution of the Fund's shares.
There can be no assurance that such fees will be waived in the future.
Investment management fees and operating expenses which are attributable
to both Classes of Florida and Pennsylvania will be allocated daily to each
Class share based on the percentage of outstanding shares at the end of the
day. Additional shareholder services provided by Participating Organizations
to Class A shareholders pursuant to the Plan shall be compensated by the
Distributor from its shareholder servicing fee, and the Manager from its
management fee. Expenses incurred in the distribution of Class B shares of
Florida and Pennsylvania shall be paid by the Manager.
Expense Limitation. The Manager has agreed, pursuant to the Investment
Management Contract, to reimburse each Fund for its expenses (exclusive of
interest, taxes, brokerage and extraordinary expenses) which in any year
exceed the limits on investment company expenses prescribed by any state in
which the Fund's shares are qualified for sale. For the purpose of this
obligation to reimburse expenses, the Fund's annual expenses are estimated and
accrued daily, and any appropriate estimated payments are made to it on a
monthly basis. Subject to the obligations of the Manager to reimburse the
Funds for its excess expenses as described above, each Fund has, under its
Investment Management Contract, confirmed its obligation for payment of all
its other expenses, including all operating expenses, taxes, brokerage fees
and commissions, commitment fees, certain insurance premiums, interest charges
and expenses of the custodian, transfer agent and dividend disbursing agent's
fees, telecommunications expenses, auditing and legal expenses, bookkeeping
agent fees, costs of forming the corporation and maintaining corporate
existence, compensation of Trustees, officers and employees of each Fund and
costs of other personnel performing services for each Fund who are not
officers of the Manager or its affiliates, costs of investor services,
shareholders' reports and corporate meetings, Securities and Exchange
Commission registration fees and expenses, state securities laws registration
fees and expenses, expenses of preparing and printing the Funds' prospectus
for delivery to existing shareholders and of printing application forms for
shareholder accounts, and the fees and reimbursements payable to the Manager
under each Investment Management Contract and Administrative Services Contract
and the Distributor under each Shareholder Servicing Agreement.
Each Fund may from time to time hire its own employees or contract to
have management services performed by third parties (including Participating
Organizations) as discussed herein, and the management of such Fund intends to
do so whenever it appears advantageous to such Fund. The Funds' expenses for
employees and for such services are among the expenses subject to the expense
limitation described above.
13
326111.1
<PAGE>
The following fees were paid to the predecessor investment managers
under the previous Investment Management Contracts or the Manager under the
current Investment Management Contract.
For Florida's fiscal year ended August 31, 1994, Reich & Tang L.P. and
its successor, NEIC, received investment management fees totaling $ . For
Florida's fiscal year ended August 31, 1995, NEIC and the Manager received
investment management fees totaling $_________ and $__________. For Florida's
fiscal year ended August 31, 1994, Reich & Tang L.P. and its successor,
NEICLP, received administration fees in the aggregate of $__________. For
Florida's fiscal year ended August 31, 1995, the Manager received
administration fees in the aggregate of $ .
For Pennsylvania's fiscal year ended November 30, 1993, Reich & Tang
L.P. received investment management fees of $__________. For Pennsylvania's
fiscal year ended November 30, 1994, Reich & Tang L.P. and its successor,
NEIC, received investment management fees totaling $__________. For
Pennsylvania's fiscal year ended November 30, 1995, NEIC and the Manager
received investment management fees totaling $_________ and $__________. For
Pennsylvania's fiscal year ended November 30, 1994, Reich & Tang L.P. and its
successor, NEICLP, received administration fees in the aggregate of
$___________. For Pennsylvania's fiscal year ended November 30, 1995, the
Manager received administration fees in the aggregate of $_________. No
reimbursements were payable to each Fund by the Manager or its predecessor
pursuant to the expense limitation described above with respect to any Fund's
fiscal years ended December 31, 1993, 1994, and 1995.
The Manager now acts as investment manager or adviser for other persons
and entities and may under the Investment Management Contract act as
investment manager or adviser to other registered investment companies. At
present, the Manager is investment manager to fifteen registered investment
companies.
Distribution and Service Plan. Pursuant to Rule 12b-1 under the Act, the
Securities and Exchange Commission has required that an investment company
which bears any direct or indirect expense of distributing its shares must do
so only in accordance with a plan permitted by the Rule. Each Fund's Board of
Trustees has adopted a distribution and service plan (the "Plan") and,
pursuant to the Plan, each Fund and the Manager have entered into a
Distribution Agreement and a Shareholder Servicing Agreement with Reich & Tang
Distributors L.P. (the "Distributor") as distributor of each Fund's shares.
Because the Merger will be considered to result in the assignment of the
Funds' Distribution Agreement with the Distributor, causing those agreements
to terminate upon the Merger, the Boards of Directors of the Funds approved a
new Distribution Agreement with Reich & Tang Distributors L.P. for each Fund
to take effect if a new Investment Management Agreement is approved by
shareholders of each Fund and upon consummation of the Merger. The new
Distribution Agreement would replace the current Distribution Agreement with
the Distributor and would be identical to those agreements, except for the
dates of execution and effectiveness.
Reich & Tang Asset Management, Inc. serves as the sole general partner
for both Reich & Tang Asset Management L.P. and Reich & Tang Distributors L.P.
Reich & Tang Asset Management L.P. serves as the sole limited partner of the
Distributor. The Distributor's address is 600 Fifth Avenue, New York, New York
10020. Under the Distribution Agreement, the Distributor, for nominal
consideration and as agent for each Fund, will solicit orders for the purchase
of the Fund's shares, provided that any subscriptions and orders will not be
binding on such Fund until accepted by such Fund as principal.
14
326111.1
<PAGE>
Under each Plan, each Fund will enter into a Shareholder Servicing
Agreement with the Distributor, with respect to the Class A shares only. Under
each Shareholder Servicing Agreement, the Distributor receives from each Fund
a service fee equal to .20% per annum of such Fund's Class A shares' average
daily net assets (the "Service Fee"), for providing personal shareholder
services and for the maintenance of shareholder accounts. The Service Fee is
accrued daily and paid monthly and any portion of the Service Fee may be
deemed to be used by the Distributor for payments to Participating
Organizations with respect to servicing their clients or customers who are
shareholders of the Funds, Class A only.
Each Plan provides, with respect to the Class A shares only, that the
Manager may make payments from time to time from its own resources, which may
include the management fee and past profits for the following purposes: (i) to
defray the costs of, and to compensate others, including Participating
Organizations with whom the Distributor has entered into written agreements
for performing shareholder servicing and related administrative functions on
behalf of each Fund's Class A shares (ii) to compensate certain Participating
Organizations for providing assistance in distributing such Fund's shares of
the Class A shares; and (iii) to pay the costs of printing and distributing
such Fund's Class A shares' prospectus to prospective investors, and to defray
the cost of the preparation and printing of brochures and other promotional
materials, mailings to prospective stockholders, advertising, and other
promotional activities, including the salaries and/or commissions of sales
personnel in connection with the distribution of such Fund's shares of the
Class A shares. The Distributor may also make payments from time to time from
its own resources, which may include the Service Fee, with respect to the
Class A shares only, and past profits for the purpose enumerated in (i) above.
The Distributor will determine the amount of such payments made pursuant to
each Plan, provided that such payments will not increase the amount which each
Fund with respect to Class A shares is required to pay to the Manager and the
Distributor for any fiscal year under either the Investment Management
Contract in effect for that year, the Administrative Services Contract in
effect for that year or under the Shareholder Servicing Agreement in effect
for that year.
The following information is for each Fund with respect to and applies
only to the Class A shares. For the fiscal year ended August 31, 1995, and
November 30, 1995, Florida, and Pennsylvania each paid a Service Fee for
expenditures pursuant to the Plan in amounts aggregating $________ and
$________, respectively. During such period, the Manager and Distributor made
payments pursuant to the Plan to or on behalf of Participating Organizations
of $________ and $________, respectively. The excess of such payments over the
total payments the predecessor managers and Distributor received from each
Fund with respect to Class A shares represents distribution and servicing
expenses funded by the Manager's predecessors and Distributor from their own
resources including the management fee.
ALLOCATION OF PORTFOLIO BROKERAGE
Each Fund's purchases and sales of securities usually are principal
transactions. Portfolio securities are generally purchased directly from the
issuer or from an underwriter or market maker for the securities. There
usually are no brokerage commissions paid for such purchases and each Fund at
present does not anticipate paying brokerage commissions. Should any Fund pay
a brokerage commission on a particular transaction, such Fund would seek to
effect the transaction at the most favorable available combination of best
execution and lowest commission. Purchases from underwriters of portfolio
securities include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers serving as market makers include the
spread between the bid and asked price.
15
326111.1
<PAGE>
No portfolio transactions are executed with the Manager, or with an
affiliate of the Manager, acting either as principal or as paid broker.
The frequency of transactions and their allocation to various dealers is
determined by the Manager in its best judgment and in a manner deemed in the
best interest of shareholders of each Fund. The primary consideration is
prompt execution of orders in an effective manner at the most favorable price.
Investment decisions for each Fund will be made independently from those
for any other accounts or investment companies that may be or become advised
or managed by the Manager or its affiliates. If, however, any Fund and other
investment companies or accounts advised or managed by the Manager are
contemporaneously engaged in the purchase or sale of the same security, the
transactions may be averaged as to price and allocated equitably to each
account. In some cases, this policy might adversely affect the price paid or
received by the Fund or the size of the position obtainable for the Fund. In
addition, when purchases or sales of the same security for each Fund and for
other investment companies managed by the Manager occur contemporaneously, the
purchase or sale orders may be aggregated in order to obtain any price
advantages available to large denomination purchasers or sellers.
OTHER MATTERS
As Massachusetts business trusts, Florida and Pennsylvania are not required,
and do not intend, to hold regular annual meetings. Shareholders who wish to
present proposals at any future shareholder meeting must present such
proposals to the Board of the appropriate Fund at a reasonable time prior to
the solicitation of any shareholder proxy.
The management does not know of any matters to be present at this Joint
Special Meeting of Shareholders other than those mentioned in this Proxy
Statement. If any of the persons listed above is unavailable for election as a
director, an event not now anticipated, or if any other matters properly come
before the meeting, the shares represented by proxies will be voted with
respect thereto in accordance with the best judgment of the person or persons
voting the proxies.
By Order of the Boards of Trustees
BERNADETTE N. FINN, Secretary of each of the
Funds
December ____, 1995
16
326111.1
<PAGE>
EXHIBIT A (INVESTMENT MANAGEMENT CONTRACT BETWEEN FLORIDA AND REICH & TANG
ASSET MANAGEMENT, L.P.)
17
326111.1
<PAGE>
EXHIBIT A
INVESTMENT MANAGEMENT CONTRACT
FLORIDA DAILY MUNICIPAL INCOME FUND
the "Fund"
New York, New York
, 1996
Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York 10022
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We propose to engage in the business of investing and reinvesting
our assets in securities of the type, and in accordance with the limitations,
specified in our Declaration of Trust, By-Laws and Registration Statement filed
with the Securities and Exchange Commission under the Investment Company Act of
1940 (the "1940 Act") and the Securities Act of 1933, including the Prospectus
forming a part thereof (the "Registration Statement"), all as from time to time
in effect, and in such manner and to such extent as may from time to time be
authorized by our Board of Trustees. We enclose copies of the documents listed
above and will furnish you such amendments thereto as may be made from time to
time.
2. (a) We hereby employ you to manage the investment and
reinvestment of our assets as above specified, and, without limiting the
generality of the foregoing, to provide the investment management services
specified below.
(b) Subject to the general control of our Board of Trustees,
you will make decisions with respect to all purchases and sales of the
portfolio securities. To carry out such decisions, you are hereby authorized,
as our agent and attorney-in-fact for our account and at our risk and in our
name, to place orders for the investment and reinvestment of our assets. In
all purchases, sales and other transactions in our portfolio securities you
are authorized to exercise full discretion and act for us in the same manner
and with the same force and effect as our Fund itself might or could do with
respect to such purchases, sales or other transactions, as well as with
respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.
208118.1
<PAGE>
(c) You will report to our Board of Trustees at each meeting
thereof all changes in our portfolio since your prior report, and will also
keep us in touch with important developments affecting our portfolio and, on
your initiative, will furnish us from time to time with such information as
you may believe appropriate for this purpose, whether concerning the
individual entities whose securities are included in our portfolio, the
activities in which such entities engage, Federal income tax policies
applicable to our investments, or the conditions prevailing in the money
market or the economy generally. You will also furnish us with such
statistical and analytical information with respect to our portfolio
securities as you may believe appropriate or as we may reasonably request. In
making such purchases and sales of our portfolio securities, you will comply
with the policies set from time to time by our Board of Trustees as well as
the limitations imposed by our Declaration of Trust and by the provisions of
the Internal Revenue Code and the 1940 Act relating to regulated investment
companies and the limitations contained in the Registration Statement.
(d) It is understood that you will from time to time employ,
subcontract with or otherwise associate with yourself, entirely at your
expense, such persons as you believe to be particularly fitted to assist you
in the execution of your duties hereunder.
(e) You or your affiliates will also furnish us, at your own
expense, such investment advisory supervision and assistance as you may
believe appropriate or as we may reasonably request subject to the
requirements of any regulatory authority to which you may be subject. You and
your affiliates will also pay the expenses of promoting the sale of our shares
(other than the costs of preparing, printing and filing our registration
statement, printing copies of the prospectus contained therein and complying
with other applicable regulatory requirements), except to the extent that we
are permitted to bear such expenses under a plan adopted pursuant to Rule
12b-1 under the 1940 Act or a similar rule.
3. We agree, subject to the limitations described below, to be
responsible for, and hereby assume the obligation for payment of, all our
expenses, including: (a) brokerage and commission expenses, (b) Federal, state
or local taxes, including issue and transfer taxes incurred by or levied on
us, (c) commitment fees and certain insurance premiums, (d) interest charges
on borrowings, (e) charges and expenses of our custodian, (f) charges,
expenses and payments relating to the issuance, redemption, transfer and
dividend disbursing functions for us, (g) recurring and nonrecurring legal and
accounting expenses, including those of the bookkeeping agent, (h)
telecommunications expenses, (i) the costs of organizing and maintaining our
-2-
208118.1
<PAGE>
existence as a trust, (j) compensation, including trustees' fees, of any of
our trustees, officers or employees who are not your officers or officers of
your affiliates, and costs of other personnel providing clerical, accounting
supervision and other office services to us as we may request, (k) costs of
shareholder's services including, charges and expenses of persons providing
confirmations of transactions in our shares, periodic statements to
shareholders, and recordkeeping and shareholders' services, (l) costs of
shareholders' reports, proxy solicitations, and trust meetings, (m) fees and
expenses of registering our shares under the appropriate Federal securities
laws and of qualifying such shares under applicable state securities laws,
including expenses attendant upon the initial registration and qualification
of such shares and attendant upon renewals of, or amendments to, those
registrations and qualifications, (n) expenses of preparing, printing and
delivering our prospectus to existing shareholders and of printing shareholder
application forms for shareholder accounts, (o) payment of the fees and
expenses provided for herein, under the Administrative Services Agreement and
pursuant to the Shareholder Servicing Agreement and Distribution Agreement,
and (p) any other distribution or promotional expenses contemplated by an
effective plan adopted by us pursuant to Rule 12b-1 under the Act. Our
obligation for the foregoing expenses is limited by your agreement to be
responsible, while this Agreement is in effect, for any amount by which our
annual operating expenses (excluding taxes, brokerage, interest and
extraordinary expenses) exceed the limits on investment company expenses
prescribed by any state in which our shares are qualified for sale.
4. We will expect of you, and you will give us the benefit of,
your best judgment and efforts in rendering these services to us, and we agree
as an inducement to your undertaking these services that you will not be
liable hereunder for any mistake of judgment or for any other cause, provided
that nothing herein shall protect you against any liability to us or to our
security holders by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
5. In consideration of the foregoing we will pay you a fee at the
annual rate of .40% of the Fund's average daily net assets. Your fee will be
accrued by us daily, and will be payable on the last day of each calendar
month for services performed hereunder during that month or on such other
schedule as you shall request of us in writing. You may use any portion of
this fee for distribution of our shares, or for making servicing payments to
organizations whose customers or clients are our shareholders. You may waive
your right to any fee to which you are entitled hereunder, provided such
waiver is delivered to us in writing. Any reimbursement of our expenses,
-3-
208118.1
<PAGE>
to which we may become entitled pursuant to paragraph 3 hereof, will be paid
to us at the same time as we pay you.
6. This Agreement will become effective on the date hereof and
shall continue in effect until ____________ __, 1996 and thereafter for
successive twelve-month periods (computed from each ), provided that such
continuation is specifically approved at least annually by our Board of
Trustees or by a majority vote of the holders of our outstanding voting
securities, as defined in the 1940 Act and the rules thereunder, and, in
either case, by a majority of those of our trustees who are neither party to
this Agreement nor, other than by their service as trustees of the trust,
interested persons, as defined in the 1940 Act and the rules thereunder, of
any such person who is party to this Agreement. Upon the effectiveness of this
Agreement, it shall supersede all previous Agreements between us covering the
subject matter hereof. This Agreement may be terminated at any time, without
the payment of any penalty, (i) by vote of a majority of our outstanding
voting securities, as defined in the 1940 Act and the rules thereunder, or
(ii) by a vote of a majority of our entire Board of Trustees, on sixty days'
written notice to you, or (iii) by you on sixty days' written notice to us.
7. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you and this agreement shall terminate
automatically in the event of any such transfer, assignment, sale,
hypothecation or pledge by you. The terms "transfer", "assignment" and "sale"
as used in this paragraph shall have the meanings ascribed thereto by
governing law and in applicable rules or regulations of the Securities and
Exchange Commission.
8. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your employees or the officers and directors of Reich &
Tang Asset Management, Inc., your general partner, who may also be a director,
officer or employee of ours, or of a person affiliated with us, as defined in
the 1940 Act, to engage in any other business or to devote time and attention
to the management or other aspects of any other business, whether of a similar
or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
-4-
208118.1
<PAGE>
If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
FLORIDA DAILY MUNICIPAL INCOME FUND
By:___________________________________________
Name:
Title:
ACCEPTED: , 1996
REICH & TANG ASSET MANAGEMENT L.P.
By: REICH & TANG ASSET MANAGEMENT, INC., as General Partner
By: ___________________________________
Name:
Title:
-5-
208118.1
<PAGE>
EXHIBIT B (INVESTMENT MANAGEMENT CONTRACT BETWEEN PENNSYLVANIA AND REICH &
TANG ASSET MANAGEMENT, L.P.)
18
326111.1
<PAGE>
EXHIBIT B
INVESTMENT MANAGEMENT CONTRACT
PENNSYLVANIA DAILY MUNICIPAL INCOME FUND
the "Fund"
New York, New York
, 1996
Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York 10022
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We propose to engage in the business of investing and
reinvesting our assets in securities of the type, and in accordance with the
limitations, specified in our Declaration of Trust, By-Laws and Registration
Statement filed with the Securities and Exchange Commission under the
Investment Company Act of 1940 (the "1940 Act") and the Securities Act of
1933, including the Prospectus forming a part thereof (the "Registration
Statement"), all as from time to time in effect, and in such manner and to
such extent as may from time to time be authorized by our Board of Trustees.
We enclose copies of the documents listed above and will furnish you such
amendments thereto as may be made from time to time.
2. (a) We hereby employ you to manage the investment and
reinvestment of our assets as above specified, and, without limiting the
generality of the foregoing, to provide the investment management services
specified below.
(b) Subject to the general control of our Board of Trustees
you will make decisions with respect to all purchases and sales of the
portfolio securities. To carry out such decisions, you are hereby authorized,
as our agent and attorney-in-fact for our account and at our risk and in our
name, to place orders for the investment and reinvestment of our assets. In
all purchases, sales and other transactions in our portfolio securities you
are authorized to exercise full discretion and act for us in the same manner
and with the same force and effect as the Fund itself might or could do with
respect to such purchases, sales or other transactions, as well as with
respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.
68930.3
<PAGE>
(c) You will report to our Board of Trustees at each meeting
thereof all changes in our portfolio since your prior report, and will also
keep us in touch with important developments affecting our portfolio and, on
your initiative, will furnish us from time to time with such information as
you may believe appropriate for this purpose, whether concerning the
individual entities whose securities are included in our portfolio, the
activities in which such entities engage, Federal income tax policies
applicable to our investments, or the conditions prevailing in the money
market or the economy generally. You will also furnish us with such
statistical and analytical information with respect to our portfolio
securities as you may believe appropriate or as we may reasonably request. In
making such purchases and sales of our portfolio securities, you will comply
with the policies set from time to time by our Board of Trustees as well as
the limitations imposed by our Declaration of Trust and by the provisions of
the Internal Revenue Code and the 1940 Act relating to regulated investment
companies and the limitations contained in the Registration Statement.
(d) It is understood that you will from time to time employ,
subcontract with or otherwise associate with yourself, entirely at your
expense, such persons as you believe to be particularly fitted to assist you
in the execution of your duties hereunder.
(e) You or your affiliates will also furnish us, at your own
expense, such investment advisory supervision and assistance as you may
believe appropriate or as we may reasonably request subject to the
requirements of any regulatory authority to which you may be subject. You and
your affiliates will also pay the expenses of promoting the sale of our shares
(other than the costs of preparing, printing and filing our registration
statement, printing copies of the prospectus contained therein and complying
with other applicable regulatory requirements), except to the extent that we
are permitted to bear such expenses under a plan adopted pursuant to Rule
12b-1 under the 1940 Act or a similar rule.
3. We agree, subject to the limitations described below, to be
responsible for, and hereby assume the obligation for payment of, all our
expenses, including: (a) brokerage and commission expenses, (b) Federal, state
or local taxes, including issue and transfer taxes incurred by or levied on
us, (c) commitment fees and certain insurance premiums, (d) interest charges
on borrowings, (e) charges and expenses of our custodian, (f) charges,
expenses and payments relating to the issuance, redemption, transfer and
dividend disbursing functions for us, (g) recurring and nonrecurring legal and
accounting expenses, including those of the bookkeeping agent, (h)
telecommunications expenses, (i) the costs of organizing and maintaining our
-2-
68930.3
<PAGE>
existence as a trust, (j) compensation, including trustees' fees, of any of
our trustees, officers or employees who are not your officers or officers of
your affiliates, and costs of other personnel providing clerical, accounting
supervision and other office services to us as we may request, (k) costs of
shareholders services including, charges and expenses of persons providing
confirmations of transactions in our shares, periodic statements to
shareholders, and recordkeeping and shareholders' services, (l) costs of
shareholders' reports, proxy solicitations, and trust meetings, (m) fees and
expenses of registering our shares under the appropriate Federal securities
laws and of qualifying such shares under applicable state securities laws,
including expenses attendant upon the initial registration and qualification
of such shares and attendant upon renewals of, or amendments to, those
registrations and qualifications, (n) expenses of preparing, printing and
delivering our prospectus to existing shareholders and of printing shareholder
application forms for shareholder accounts, (o) payment of the fees and
expenses provided for herein, under the Administrative Services Agreement and
under the Shareholder Servicing Agreement and Distribution Agreement, and (p)
any other distribution or promotional expenses contemplated by an effective
plan adopted by us pursuant to Rule 12b-1 under the Act. Our obligation for
the foregoing expenses is limited by your agreement to be responsible, while
this Agreement is in effect, for any amount by which our annual operating
expenses (excluding taxes, brokerage, interest and extraordinary expenses)
exceed the limits on investment company expenses prescribed by any state in
which our shares are qualified for sale.
4. We will expect of you, and you will give us the benefit of,
your best judgment and efforts in rendering these services to us, and we agree
as an inducement to your undertaking these services that you will not be
liable hereunder for any mistake of judgment or for any other cause, provided
that nothing herein shall protect you against any liability to us or to our
security holders by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
5. In consideration of the foregoing we will pay you a fee at the
annual rate of .40 of 1% of the Fund's average daily net assets. Your fee will
be accrued by us daily, and will be payable on the last day of each calendar
month for services performed hereunder during that month or on such other
schedule as you shall request of us in writing. You may use any portion of
this fee for distribution of our shares, or for making servicing payments to
organizations whose customers or clients are our shareholders. You may waive
your right to any fee to which you are entitled hereunder, provided such
waiver is delivered to us in writing. Any reimbursement of our expenses,
-3-
68930.3
<PAGE>
to which we may become entitled pursuant to paragraph 3 hereof, will be paid
to us at the same time as we pay you.
6. This Agreement will become effective on the date hereof and
shall continue in effect until _______________, 199__ and thereafter for
successive twelve-month periods (computed from each ____________), provided
that such continuation is specifically approved at least annually by our Board
of Trustees or by a majority vote of the holders of our outstanding voting
securities, as defined in the 1940 Act and the rules thereunder, and, in
either case, by a majority of those of our trustees who are neither party to
this Agreement nor, other than by their service as trustees of the trust,
interested persons, as defined in the 1940 Act and the rules thereunder, of
any such person who is party to this Agreement. Upon the effectiveness of this
Agreement, it shall supersede all previous agreements between us covering the
subject matter hereof. This Agreement may be terminated at any time, without
the payment of any penalty, by vote of a majority of our outstanding voting
securities, as defined in the 1940 Act and the rules thereunder, or by a vote
of a majority of our entire Board of Trustees, on sixty days' written notice
to you, or by you on sixty days' written notice to us.
7. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you and this agreement shall terminate
automatically in the event of any such transfer, assignment, sale,
hypothecation or pledge by you. The terms "transfer", "assignment" and "sale"
as used in this paragraph shall have the meanings ascribed thereto by
governing law and in applicable rules or regulations of the Securities and
Exchange Commission.
8. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your employees or the officers and directors of Reich &
Tang Asset Management, Inc., your general partner, who may also be a director,
officer or employee of ours, or of a person affiliated with us, as defined in
the 1940 Act, to engage in any other business or to devote time and attention
to the management or other aspects of any other business, whether of a similar
or dissimilar nature, or to
-4-
68930.3
<PAGE>
render services of any kind to any other corporation, firm,
individual or association.
If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
PENNSYLVANIA DAILY MUNICIPAL INCOME FUND
By: ________________________________________
ACCEPTED: , 1996
REICH & TANG ASSET MANAGEMENT L.P.
By: REICH & TANG ASSET MANAGEMENT,
INC., General Partner
By: _____________________________
-5-
68930.3
<PAGE>
EXHIBIT C (TABLE OF FEES FOR ALL FUNDS ADVISED BY THE MANAGER)
19
326111.1
<PAGE>
<TABLE>
EXHIBIT C
<CAPTION>
===================================================================================================================================
NET ASSETS (IN
MILLIONS) AT
FUND NAME FEES 11-30-95
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
SHORT TERM INCOME FUND, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
Management Fee
.30% of average daily net assets up to $750 million
Money Market Portfolio .29% of average daily net assets in excess of $750 million up to
$ 1 billion
.28% of average daily net assets in excess of $1 billion up to
$1.5 billion
.27% of average daily net assets in excess of $1.5 billion
- ------------------------------------------------------------------------------------------------------------------------------------
Management Fee
U.S. Government Portfolio .275% of average daily net assets up to $250 million
.25% of average daily net assets in excess of $250 million
- ------------------------------------------------------------------------------------------------------------------------------------
Administrative Services Fee
.21% of average daily net assets up to $1.25 billion
Each Portfolio .20% of average daily net assets in excess of $1.25 billion up to
$1.5 billion
.19% of average daily net assets in excess of $1.5 billion
-----------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee (Class A only)
.25% of average daily net assets
====================================================================================================================================
Management Fee
.325% of average daily net assets up to $750 million
.30% of average daily net assets in excess of $750 million
-----------------------------------------------------------------------------------------------
DAILY TAX FEE INCOME FUND, INC. Administrative Services Fee
.21% of average daily net assets up to $1.25 million
.20% of average daily net assets in excess of $1.25 million up to
$1.5 billion
.19% in excess of $1.5 billion
-----------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee (Class A Only)
.25% of average daily net assets
===================================================================================================================================
</TABLE>
-1-
322069.1
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
NET ASSETS (IN
MILLIONS) AT
FUND NAME FEES 11-30-95
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Management Fee
REICH & TANG EQUITY FUND, INC. .80% of average daily net assets
------------------------------------------------------------------------------------------------
Administrative Services Fee
.21% of average daily net assets
====================================================================================================================================
Management Fee
.80% of average daily net assets
------------------------------------------------------------------------------------------------
DELAFIELD FUND, INC. Administrative Services Fee
.21% of average daily net assets
------------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee
.25% of average daily net assets
====================================================================================================================================
Management Fee
CONNECTICUT DAILY TAX FREE .30% of average daily net assets
INCOME FUND, INC. ------------------------------------------------------------------------------------------------
Administrative Services Fee
.21% of average daily net assets
------------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee
.20% of average daily net assets
====================================================================================================================================
Management Fee
.30% of average daily net assets
NEW YORK DAILY TAX FEE INCOME ------------------------------------------------------------------------------------------------
FUND, INC. Administrative Services Fee
.21% of average daily net assets
------------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee
.20% of average daily net assets
====================================================================================================================================
</TABLE>
-2-
322069.1
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
NET ASSETS (IN
MILLIONS) AT
FUND NAME FEES 11-30-95
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Management Fee
.35% of average daily net assets
-----------------------------------------------------------------------------------------------
REICH & TANG GOVERNMENT Administrative Services Fee
SECURITIES TRUST .21% of average daily net assets
-----------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee
.25% of average daily net assets
====================================================================================================================================
Management Fee
.30% of average daily net assets
-----------------------------------------------------------------------------------------------
CALIFORNIA DAILY TAX FEE INCOME Administrative Services Fee
FUND, INC. .21% of average daily net assets
-----------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee
.20% of average daily net assets
====================================================================================================================================
Management Fee
.30% of average daily net assets
-----------------------------------------------------------------------------------------------
MICHIGAN DAILY TAX FREE INCOME Administrative Services Fee
FUND, INC. .21% of average daily net assets
-----------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee
.20% of average daily net assets
====================================================================================================================================
All Inclusive Management Fee*
.40% of average daily net assets up to $250 million
TAX EXEMPT PROCEEDS FUND, INC. .35% of average daily net assets in excess of $250 million up to
$500 million
.30% of average daily net assets in excess of $500 million
</TABLE>
- -----------------
* Management Contract requires the Manager, not the Fund to bear all other fund
expenses; therefore, the fee payable under the Management Contract is the only
expense of the Fund.
-3-
322069.1
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
NET ASSETS (IN
MILLIONS) AT
FUND NAME FEES 11-30-95
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Management Fee
.30% of average daily net assets
-----------------------------------------------------------------------------------------------
NEW JERSEY DAILY MUNICIPAL INCOME Administrative Services Fee
FUND, INC. .21% of average daily net assets
------------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee
.20% of average daily net assets
===================================================================================================================================
All Inclusive Management Fee
.80% of the first $500 million
CORTLAND TRUST, INC. .775% of the next $500 million
.75% of the next $500 million
All Portfolios .735% in excess of $1.5 billion
------------------------------------------------------------------------------------------------
Distribution Fee
.25% of average daily net assets
===================================================================================================================================
Management Fee
.40% of average daily net assets
------------------------------------------------------------------------------------------------
NORTH CAROLINA DAILY MUNICIPAL Administrative Services Fee
INCOME FUND, INC. .21% of average daily net assets
------------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee
.25% of average daily net assets
====================================================================================================================================
</TABLE>
-4-
322069.1
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
NET ASSETS (IN
MILLIONS) AT
FUND NAME FEES 11-30-95
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Management Fee
.40% of average daily net assets
------------------------------------------------------------------------------------------------
Administrative Services Fee
PENNSYLVANIA DAILY MUNICIPAL .21% of average daily net assets up to $1.25 billion
INCOME FUND .20% of average daily net assets in excess of $1.25 billion up to
$1.5 billion
.19% of average daily net assets in excess of $1.5 billion
------------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee
.25% of average daily net assets
===================================================================================================================================
Management Fee
.40% of average daily net assets
------------------------------------------------------------------------------------------------
FLORIDA DAILY MUNICIPAL FUND Administrative Services Fee
.21% of average daily net assets
------------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution Plan Fee (Class A Only)
.25% of average daily net assets
===================================================================================================================================
Investment Management Fee
.08% of average daily net assets
INSTITUTIONAL DAILY INCOME FUND -----------------------------------------------------------------------------------------------
Administrative Services Fee
.05% of average daily net assets
All Portfolios -----------------------------------------------------------------------------------------------
Shareholder Servicing and Distribution
Plan Fee (Class A Only) .25% of average
daily net assets
===================================================================================================================================
</TABLE>
-5-
322069.1
<PAGE>
FORM OF PROXY
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR, IF NOT MARKED TO VOTE, "FOR" EACH
PROPOSAL AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY
COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE
MEETING, PLEASE COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS CARD AT
ONCE IN THE ENCLOSED ENVELOPE.
FLORIDA DAILY MUNICIPAL INCOME FUND
AND PENNSYLVANIA DAILY MUNICIPAL INCOME FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
JOINT SPECIAL MEETING OF SHAREHOLDERS - MARCH 1, 1996
THE UNDERSIGNED SHAREHOLDER OF FLORIDA DAILY MUNICIPAL INCOME FUND
AND PENNSYLVANIA DAILY MUNICIPAL INCOME FUND (INDIVIDUALLY, A "FUND" AND
COLLECTIVELY, THE "FUNDS") HEREBY APPOINTS BERNADETTE N. FINN AND DANA E.
MESSINA, AND EACH OF THEM, AS ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH
POWER OF SUBSTITUTION, TO VOTE ALL OF THE SHARES OF COMMON STOCK OF EACH FUND
STANDING IN THE NAME OF THE UNDERSIGNED AT THE CLOSE OF BUSINESS ON JANUARY ,
1996 AT THE JOINT SPECIAL MEETING OF SHAREHOLDERS OF THE FUNDS TO BE HELD AT
THE OFFICES OF THE CORPORATION AT 600 FIFTH AVENUE, NEW YORK, NY 10020 AT 9:00
A.M. ON MARCH 1, 1996 AND AT ALL ADJOURNMENTS THEREOF, WITH ALL OF THE POWERS
THE UNDERSIGNED WOULD POSSESS IF THEN AND THERE PERSONALLY PRESENT AND
ESPECIALLY (BUT WITHOUT LIMITING THE GENERAL AUTHORIZATION AND POWER THEREBY
GIVEN) TO VOTE AS INDICATED ON THE PROPOSAL. AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT FOR THE MEETING, AND VOTE AND ACT ON ANY OTHER MATTER WHICH
MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED
"FOR" THE PROPOSALS LISTED BELOW UNLESS OTHERWISE INDICATED.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS X
KEEP THIS PORTION FOR YOUR RECORDS
(DETACH HERE AND RETURN THIS PORTION ONLY)
FLORIDA DAILY MUNICIPAL INCOME FUND
AND PENNSYLVANIA AILY MUNICIPAL INCOME FUND
VOTE ON PROPOSALS
FOR AGAINST ABSTAIN
I. TO APPROVE OR DISAPPROVE A NEW
INVESTMENT CONTRACT
II. ELECT THE FOLLOWING NOMINEES FOR
TRUSTEE
1. STEVEN W. DUFF
2. W. GILES MELLON
3. ROBERT STRANIERE
4. YUNG WONG
III. TO RATIFY OR REJECT THE
SELECTION OF MCGLADREY & PULLEN
LLP AS INDEPENDENT ACCOUNTANTS
OF THE FUNDS F R ITS FISCAL YEAR
ENDING AUGUST 31, 1996 FOR
FLORIDA AND NOVEMBER 30, 1996
FOR PENNSYLVANIA
__________________________________
NAME OF FUND
__________________________________ _______________________________________
SIGNATURE SIGNATURE (JOINT OWNERS DATE
PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF
YOUR SHARES AS INDICATED ABOVE, WHERE SHARES ARE REGISTERED WITH JOINT OWNERS,
ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE.
C/M: 10506.0002 326111.1
