SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |x|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|x| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Municipal Advantage Fund Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
(5) Total fee paid:
______________________________________________________________________
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
______________________________________________________________________
(2) Form, Schedule or Registration No.:
______________________________________________________________________
(3) Filing party:
______________________________________________________________________
(4) Date filed:
______________________________________________________________________
<PAGE>
MUNICIPAL ADVANTAGE FUND INC.
Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 13, 1998
To the Stockholders:
The Annual Meeting of Stockholders of Municipal Advantage Fund Inc. (the
"Fund") will be held at Oppenheimer Tower, One World Financial Center, 200
Liberty Street, New York, New York on the 40th floor, on February 20, 1998, at
11:00 A.M., for the purposes of considering and voting upon:
1. The election of directors (Proposal 1).
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the year ending October 31,
1998 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on January 2, 1998 has been fixed 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,
/s/ Deborah Kaback
Deborah Kaback
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU to indicate
voting instructions on the enclosed proxy card, date and sign it and return it
promptly in the envelope provided, no matter how large or small your holdings
may be.
<PAGE>
Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:
REGISTRATION
Corporate Accounts Valid Signature
(1) ABC Corp. ............................... ABC Corp.
(2) ABC Corp. ............................... John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer ....... John Doe
(4) ABC Corp. Profit Sharing Plan ........... John Doe, Trustee
Trust Accounts
(1) ABC Trust ............................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d/ 12/28/78 .... Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ........... John B. Smith
(2) John B. Smith ........................... John B. Smith, Jr., Executor
2
<PAGE>
MUNICIPAL ADVANTAGE FUND INC.
Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
----------------
PROXY STATEMENT
----------------
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Municipal Advantage Fund Inc. (the "Fund") of proxies to
be used at the Annual Meeting of Stockholders of the Fund (the "Annual Meeting")
to be held at Oppenheimer Tower, One World Financial Center, 200 Liberty Street,
New York, New York on the 40th floor, on February 20, 1998, at 11:00 A.M. (and
at any adjournment or adjournments thereof) for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This proxy statement and
the accompanying form of proxy are first being mailed to stockholders on or
about January 13, 1998. The Fund's Annual Report containing financial statements
for the fiscal year ended October 31, 1997 is available, free of charge, by
contacting the Fund at the address listed above or by calling 1-800-670-6722.
Stockholders who execute proxies retain the right to revoke them in person at
the Annual Meeting or by written notice received by the Secretary of the Fund at
any time before they are voted. Unrevoked proxies will be voted in accordance
with the specifications thereon and, unless specified to the contrary, will be
voted FOR the election of directors and FOR Proposal 2. The close of business on
January 2, 1998 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting. Each
stockholder is entitled to one vote for each full share and an appropriate
fraction of a vote for each fractional share held. On the record date there were
7,257,093 shares of Common Stock outstanding and 1,100 shares of Preferred Stock
outstanding.
In the event that a quorum is not present at the Annual Meeting, or in the
event that 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 Annual Meeting to a date not more than 120 days after the
original record date to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
represented at the Annual Meeting in person or by proxy. The persons named as
proxies will vote those proxies which they are entitled to vote FOR or AGAINST
any such proposal in their discretion. A stockholder vote may be taken on one or
more of the proposals in this proxy statement prior to any such adjournment if
sufficient votes have been received for approval. Under the By-Laws of the Fund,
a quorum is constituted by the presence in person or by proxy of the holders of
record of a majority of the outstanding shares of the Fund entitled to vote at
the Annual Meeting.
3
<PAGE>
Value Advisors LLC ("Value Advisors"), whose principal business address is
800 Newport Center Drive, Suite 100, Newport Beach, CA 92660, is the Fund's
investment manager. OpCap Advisors ("OpCap"), whose principal business address
is Oppenheimer Tower, One World Financial Center, 200 Liberty Street, New York,
New York 10281, is the Fund's investment advisor and administrator.
On November 4, and December 1, 1997, PIMCO Advisors L.P. acquired Value
Advisors and Oppenheimer Capital, whose subsidiary is OpCap. Prior to the
closing of that transaction, Value Advisors acquired the rights and obligations
of Advantage Advisers, Inc. ("Advantage"), under its prior investment management
agreement with the Fund.
SUMMARY OF PROPOSALS
Proposal Class of Shareholder Solicited
- -------- ------------------------------
1. Election of Directors
Robert L. Rosen Holders of Preferred Stock
Stephen Treadway Holders of Preferred Stock
2. Ratification of Selection of
Independent Accountants Holders of Preferred Stock and Common Stock
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Annual
Meeting, stockholders will be asked to elect one Class I Director and one Class
II Director to hold office until the 2001 Annual Meeting of Stockholders and
1999 Annual Meeting of Stockholders, respectively, or thereafter when their
successors are elected and qualified. The terms of office of the remaining Class
II and Class III Directors expire at the Annual Meeting of Stockholders in 1999
and 2000, respectively, or thereafter, in each case when their respective
successors are elected and qualified. The effect of these staggered terms is to
limit the ability of other entities or persons to acquire control of the Fund by
delaying the replacement of a majority of the Board of Directors. Messrs.
Treadway and Rosen have been designated as Preferred Stock Directors and,
accordingly, will be elected by the holders of the Fund's Preferred Stock only.
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominees
named below. Both of the nominees are currently members of the Board of
Directors of the Fund. Robert I. Kleinberg and Mark C. Biderman, officers of
Advantage who previously served as directors of the Fund, resigned from the
Board of Directors effective November 4, 1997 in connection with the transaction
by which PIMCO Advisors L.P. acquired Value Advisors and OpCap Advisors. Mr.
Treadway was elected to the Board of Directors by the remaining Preferred Stock
Director of the Fund effective November 4, 1997. Each nominee has indicated that
he will serve if elected, but if any nominee should be unable to serve, the
proxy will be voted for any other person determined by the persons named in the
proxy in accordance with their judgment.
4
<PAGE>
The following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
Common Stock Preferred Stock
Beneficially Owned, Beneficially Owned,
Directly or Indirectly, Directly or Indirectly,
on December 31, 1997 on December 31, 1997
-------------------- --------------------
Nominees and Principal Occupations Director
During the Past Five Years Since Age Shares Shares
- -------------------------- ----- --- ------ ------
<S> <C> <C> <C> <C>
Class I nominee to serve until 2001
Annual Meeting of Stockholders
Robert L. Rosen, Member of Audit Committee; 1993 51 -0- -0-
Chief Executive Officer, RLR Partners,
L.L.C. (general partner of private investment
fund); Chairman, Damon Corporation
(1989-1993).
Class II nominee to serve until 1999
Annual Meeting of Stockholders
Stephen Treadway*, Chairman; Executive Vice 1997 50 -0- -0-
President of PIMCO Advisors L.P. and
Director, Chairman and President of PIMCO
Funds Distribution Company (May 1996-
Present); formerly, employed by Smith Barney
Inc. for over 18 years, serving in various senior
officer's positions.
</TABLE>
The following table provides information concerning the directors serving
until the 1999 and 2000 Annual Meetings of Stockholders.
<TABLE>
<CAPTION>
Common Stock Preferred Stock
Beneficially Owned, Beneficially Owned,
Directly or Indirectly, Directly or Indirectly,
on December 31, 1997 on December 31, 1997
-------------------- --------------------
Nominees and Principal Occupations Director
During the Past Five Years Since Age Shares Shares
- -------------------------- ----- --- ------ ------
<S> <C> <C> <C> <C>
Class II director serving until 1999
Annual Meeting of Stockholders
Raymond D. Horton, Member of Audit 1994 57 -0- -0-
Committee; Professor; Columbia University
Graduate School of Business; President,
Citizens Budget Commission, Inc.
Class III director serving until 2000
Annual Meeting of Stockholders
Jeswald W. Salacuse, Member of Audit 1994 59 222 -0-
Committee; Henry J. Braker Professor of
Commercial Law (1980-Present), Dean,
(1986-1994), The Fletcher School of
Law & Diplomacy, Tufts University.
</TABLE>
- ----------
* "Interested person" as defined in the Investment Company Act of 1940 (the
"1940 Act") because of a relationship with Value Advisors, the Fund's
investment manager.
5
<PAGE>
Each of Messrs. Rosen, Salacuse and Treadway serves as a director of
certain other U.S. registered investment companies, as described below. Mr.
Rosen serves as a director for two other investment companies. Mr. Salacuse is a
director of six other registered investment companies. Mr. Treadway is a
director of one other registered investment company advised by both Value
Advisors and OpCap and of one other investment company advised by PIMCO Advisors
L.P.
At December 31, 1997, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund. No person owned
of record, or to the knowledge of management owned beneficially, more than 5% of
the Fund's outstanding shares at that date, except that Cede & Co., a nominee
for participants in Depository Trust Company, held of record 6,605,050 shares of
Common Stock equal to approximately 91% of the outstanding shares of Common
Stock of the Fund and 1,100 shares of Preferred Stock equal to 100% of the
outstanding shares of Preferred Stock of the Fund.
The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the Meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Mr. Treadway, the current officers of the Fund are:
Name Office Age Officer Since
- ---- ------ --- -------------
Bernard H. Garil President 57 1997
Robert J. Bluestone Executive 52 1997
Vice President
Matthew Greenwald Executive 43 1997
Vice President
Newton B. Schott, Jr. Executive 55 1997
Vice President and
Assistant Secretary
Richard L. Peteka Treasurer 36 1997
Deborah Kaback Secretary 46 1997
Mr. Garil is President of OpCap Advisors and a Managing Director of
Oppenheimer Capital. Mr. Bluestone is a Managing Director and Director of Fixed
Income of Oppenheimer Capital. Mr. Greenwald is Senior Vice President and
Portfolio Manager of Oppenheimer Capital. Mr. Schott is a Director, Executive
Vice President, Chief Administrative Officer and Secretary of PIMCO Funds
Distribution Company. Mr. Peteka is a Vice President of Oppenheimer Capital. Ms.
Kaback is a Senior Vice President of Oppenheimer Capital.
6
<PAGE>
The Fund's Audit Committee is composed of Messrs. Horton, Rosen and
Salacuse. The principal functions of the Audit Committee are to recommend to the
Board the appointment of the Fund's independent accountants, to review with the
independent accountants the scope and anticipated cost of their audit and to
receive and consider a report from the independent accountants concerning their
conduct of the audit, including any comments or recommendations they might want
to make in that connection. This Committee met two times during the year ended
October 31, 1997. The Fund has no nominating or compensation committees.
During the fiscal year ended October 31, 1997, the Board of Directors met
seven times. Each director attended at least 75% of the meetings of the Board or
the Committee of the Board for which he was eligible.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Annual Meeting information regarding
compensation paid to directors by the Fund as well as by the various other
investment companies advised by Value Advisors and/or OpCap. The following table
provides information concerning the approximate compensation paid during the
year ended October 31, 1997 to each director of the Fund. Please note that the
Fund does not provide any pension or retirement benefits to directors. In
addition, no remuneration was paid during the year ended October 31, 1997 by the
Fund to either Messrs. Biderman or Kleinberg, who were directors of the Fund
during the period and were "interested persons" of the Fund as defined under the
1940 Act or as a result of their relationship with Advantage.
<TABLE>
<CAPTION>
Total Compensation
Aggregate from Other Funds
Compensation Advised by
Name of Director from Fund Value Advisors* Total Compensation
- ------------------ -------------- -------------------- --------------------
Directorships (A) Directorships (A)
<S> <C> <C> <C>
Raymond D. Horton $8,850 $0 $8,850(1)
Jeswald W. Salacuse $8,500 $30,000(4) $38,500(5)
Robert L. Rosen $8,150 $14,900(2) $23,050(3)
</TABLE>
- ----------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
* During the fiscal year ended October 31, 1997, the investment manager for
these funds was Advantage.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(k) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than ten percent of the Fund's Common Stock, the Fund's investment
advisers and their respective directors and certain officers, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange, Inc. The Fund believes that all relevant
persons have complied with applicable filing requirements during the fiscal year
ended October 31, 1997.
7
<PAGE>
Required Vote
Election of Messrs. Treadway and Rosen as directors requires the
affirmative vote of the holders of a plurality of the shares of the Preferred
Stock of the Fund present or represented by proxy at the Annual Meeting with a
quorum present. For purposes of the election of directors, abstentions and
broker non-votes will not be considered votes cast, and do not affect the
plurality vote required for directors.
PROPOSAL 2: RATIFICATION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountants of the Fund for the year ending October 31, 1998. The
appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by Price Waterhouse LLP that at October 31, 1997,
neither the firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of Price Waterhouse LLP will be
available by telephone to answer questions concerning the audit of the Fund's
financial statements and will have an opportunity to make a statement if he or
she chooses to do so.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
Required Vote
Ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the votes cast by holders of shares of Common Stock and Preferred
Stock of the Fund, voting together as a single class, present in person or
represented by proxy at the Annual Meeting with a quorum present. For purposes
of this proposal, abstentions and broker non-votes will not be considered votes
cast for the foregoing purpose.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Annual Meeting. If any other matter properly comes before
the Annual Meeting, it is the intention of the persons named in the proxy to
vote the proxies in accordance with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 1999
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than September 15, 1998.
8
<PAGE>
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of Value
Advisors and OpCap or their respective affiliates, or other representatives of
the Fund or by telephone or telegraph, in addition to the use of mails.
Brokerage houses, banks and other fiduciaries may be requested to forward proxy
solicitation material to their principals to obtain authorization for the
execution of proxies, and they will be reimbursed by the Fund for out-of-pocket
expenses incurred in this connection. Corporate Investors Communications, Inc.
will provide certain services in connection with the solicitation of proxies at
a fee to be paid by the Fund and estimated at $3,500 plus disbursements.
9
<PAGE>
MUNICIPAL ADVANTAGE FUND INC.
PREFERRED STOCK
ANNUAL MEETING OF STOCKHOLDERS -- FEBRUARY 20, 1998
This Proxy is Solicited on Behalf of the Directors
The undersigned hereby appoints Stephen Treadway, Thomas Duggan, Bernard Garil
and Deborah Kaback, and each of them, attorneys and proxies for the undersigned,
with full power of substitution and revocation, to represent the undersigned at
the Annual Meeting of Stockholders of the Fund to be held at Oppenheimer Tower,
One World Financial Center, New York, New York 10281 on February 20, 1998, at
11:00 a.m., and any adjournments thereof, upon the matters set forth in the
Notice of Meeting and Proxy Statement dated January 13, 1998, and upon all other
matters properly coming before said Meeting.
Please indicate your vote by an "X" in the approximate box on the reverse side.
This proxy, if properly executed, will be voted in the manner directed by the
stockholder. If no direction is made, this proxy will be voted FOR Proposals 1
(including all nominees for Director) and 2. Please refer to the Proxy Statement
for a discussion of the Proposals.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note: Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give full title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
MUNICIPAL ADVANTAGE FUND INC.
- --------------------------------------------------------------------------------
PREFERRED STOCK
Mark box at right if an address change or comment has been noted on
the reverse side of this card. |_|
Mark box at right if you plan to attend the meeting. |_|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" PROPOSAL 2.
For All With- For All
1. Election of Directors Nominees hold Except
Director to serve until year 2001 Annual |_| |_| |_|
Meeting:
Robert L. Rosen
Director to serve until year 1999 Annual
Meeting:
Stephen Treadway
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the name of the nominee.
Your shares will be voted for the remaining nominee.
For Against Abstain
2. The ratification of the selection of |_| |_| |_|
Price Waterhouse LLP as the independent
accountants of the Fund for the year
ending October 31, 1998.
3. Any other business that may properly come before the meeting.
---------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- ------------Stockholder sign here--------------------Co-owner sign here---------
<PAGE>
MUNICIPAL ADVANTAGE FUND INC.
COMMON STOCK
ANNUAL MEETING OF STOCKHOLDERS -- FEBRUARY 20, 1998
This Proxy is Solicited on Behalf of the Directors
The undersigned hereby appoints Stephen Treadway, Thomas Duggan, Bernard Garil
and Deborah Kaback, and each of them, attorneys and proxies for the undersigned,
with full power of substitution and revocation, to represent the undersigned at
the Annual Meeting of Stockholders of the Fund to be held at Oppenheimer Tower,
One World Financial Center, New York, New York 10281 on February 20, 1998, at
11:00 a.m., and any adjournments thereof, upon the matters set forth in the
Notice of Meeting and Proxy Statement dated January 13, 1998, and upon all other
matters properly coming before said Meeting.
Please indicate your vote by an "X" in the approximate box on the reverse side.
This proxy, if properly executed, will be voted in the manner directed by the
stockholder. If no direction is made, this proxy will be voted FOR Proposal 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note: Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give full title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
MUNICIPAL ADVANTAGE FUND INC.
- --------------------------------------------------------------------------------
COMMON STOCK
Mark box at right if an address change or comment has been noted on
the reverse side of this card. |_|
Mark box at right if you plan to attend the meeting. |_|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" PROPOSAL 2.
For Against Abstain
2. The ratification of the selection of |_| |_| |_|
Price Waterhouse LLP as the independent
accountants of the Fund for the year
ending October 31, 1998.
3. Any other business that may properly come before the meeting.
---------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- ------------Stockholder sign here--------------------Co-owner sign here---------
