LORD ABBETT INVESTMENT TRUST
A Lord Abbett Managed Investment Company
The GM Building - 767 Fifth Avenue - New York, NY 10153-0203 - (212) 848-1800
September 26, 1997
Dear Shareholder:
As a shareholder of record on August 20, 1997, you are cordially invited to
attend the Special Meeting of Shareholders of the Lord Abbett Investment Trust
scheduled to be held on November 12, 1997, at 11:00 a.m., at The General Motors
Building, 767 Fifth Avenue, New York, New York. Your Board of Trustees looks
forward to greeting those shareholders who are able to attend.
At the meeting, shareholders of the BALANCED SERIES will vote on whether or not
to permit the Series to invest in shares of other investment companies. Lord
Abbett Affiliated Fund and Lord Abbett Bond-Debenture Fund have each issued a
special class of shares, created for this purpose.
Should the proposal pass, the BALANCED SERIES would implement the change
gradually. Fund management would use new investor money, as well as proceeds
generated over time by the sale of existing portfolio securities, to begin
purchasing shares of both Affiliated Fund and Bond-Debenture Fund.
Your Board of Trustees believes this proposal is in the best interest of
shareholders and unanimously recommends a vote "in favor." In reaching this
conclusion, the Trustees considered many factors, which are more fully discussed
in the enclosed proxy statement, including:
- - Since the BALANCED SERIES commenced operations, a combined portfolio of
Affiliated Fund and Bond-Debenture Fund performed meaningfully better than the
Balanced Series and generated a substantially higher yield.
- - The BALANCED SERIES' investments in Affiliated Fund and Bond-Debenture Fund
will not increase the Series' operating expenses.
While past performance is no assurance of future results, the Trustees believe
the Balanced Series' investments in Affiliated Fund and Bond-Debenture Fund will
have the potential to provide attractive returns and yields for BALANCED SERIES
shareholders.
The proposal is fully described in the enclosed proxy statement. I encourage you
to review the proxy statement for all the details regarding the meeting agenda.
Regardless of the number of shares you own, it is important that they be
represented and voted. Accordingly, please sign, date and mail the enclosed
proxy card in the postage-paid return envelope. If you have any questions
regarding the meeting or need assistance in voting, please contact us at 888-L
ABBETT (888-522-2388).
Your prompt response will help save the Series the expense of additional
solicitation.
Sincerely,
/s/ Robert S. Dow
Robert S. Dow
Chairman of the Board
<PAGE>
LORD ABBETT INVESTMENT TRUST
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
NOTICE OF SPECIAL MEETING OF BALANCED SERIES' SHAREHOLDERS
TO BE HELD
November 12, 1997
PROXY STATEMENT
YOU ARE URGED TO SIGN, DATE AND MAIL THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE WHETHER YOU OWN ONLY A FEW OR MANY SHARES. YOUR PROMPT RETURN OF THE
PROXY MAY SAVE THE BALANCED SERIES THE NECESSITY AND EXPENSE OF FURTHER
SOLICITATIONS TO ENSURE A QUORUM AT THIS MEETING.
<PAGE>
LORD ABBETT INVESTMENT TRUST
BALANCED SERIES
767 Fifth Avenue
New York, New York 10153
Notice of Special Meeting of Balanced Series' Shareholders
To Be Held November 12, 1997 September 26, 1997
Notice is given hereby of a special meeting of the shareholders of the Balanced
Series (the "Series") of the Lord Abbett Investment Trust (the "Fund"). The
meeting will be held at the offices of Lord, Abbett & Co., on the 11th floor of
The General Motors Building, 767 Fifth Avenue, New York, New York, on Wednesday,
November 12, 1997, at 11:00 a.m., for the following purposes and to transact
such other business as may properly come before the meeting and any adjournments
thereof.
ITEM 1. To approve or disapprove a certain change in a fundamental investment
restriction of the Balanced Series, as described in the proxy statement.
By order of the Board of Trustees
Kenneth B. Cutler
Vice President and Secretary
<PAGE>
The Board of Trustees has fixed the close of business on August 20, 1997 as the
record date for determination of shareholders of the Balanced Series entitled to
notice of and to vote at the meeting. Shareholders are entitled to one vote for
each share held. As of August 20, 1997, there were 1,371,701 shares of the
Balanced Series issued and outstanding.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED.
TO SAVE THE COST OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
<PAGE>
LORD ABBETT INVESTMENT TRUST
767 Fifth Avenue
New York, New York 10153
September 26, 1997
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees of Lord Abbett Investment
Trust, a diversified, open-end management investment company organized as a
Delaware business trust (the "Fund"), for use at a special meeting of
shareholders of the Balanced Series (the "Series") of the Fund to be held at
11:00 a.m. on Wednesday, November 12, 1997 at the offices of Lord, Abbett & Co.
("Lord Abbett"), the investment manager of the Fund, on the 11th floor of The
General Motors Building, 767 Fifth Avenue, New York, New York 10153, and at any
adjournments thereof. This Proxy Statement and the enclosed proxy card are first
being mailed to shareholders on or about September 26, 1997.
At the close of business on August 20, 1997 (the "Record Date"), there were
issued and outstanding 1,371,701 shares of the Series. Only shareholders of
record at the close of business on the Record Date are entitled to notice of,
and to vote at, the special meeting or any adjournment thereof. Proxies will be
solicited by mail. Additional solicitations may be made by telephone, facsimile
or personal contact by officers or employees of Lord Abbett and its affiliates.
The Fund also may request brokerage houses, custodians, nominees, and
fiduciaries who are shareholders of record to forward proxy materials to
beneficial owners. The cost of the solicitation will be borne by the Series.
However, Lord Abbett will subsidize the cost in the event it becomes a burden to
the Series (i.e., exceeds an annual rate of 0.10 of 1% of the Series' average
net assets).
Shareholders are entitled to one vote for each full share, and a
proportionate vote for each fractional share, of the Series held as of the
Record Date. Under Delaware law, shares owned by two or more persons (whether as
joint tenants, co-fiduciaries or otherwise) will be voted as follows, unless a
written instrument or court order providing to the contrary has been filed with
the Secretary of the Fund: (1) if only one votes, that vote binds all; (2) if
more than one votes, the vote of the majority binds all; and (3) if more than
one votes and the vote is evenly divided, the vote will be cast proportionately.
If the enclosed form of proxy is properly executed and returned in time to be
voted at the meeting, the proxies named therein will vote the shares represented
by the proxy in accordance with the instructions marked thereon. Unmarked
proxies will be voted FOR the item described in this Proxy Statement and any
other matters as deemed appropriate. A proxy may be revoked by the signer at any
time at or before the meeting by written notice to the Fund, by execution of a
later-dated proxy or by voting in person at the meeting.
<PAGE>
1. PROPOSAL TO AMEND A FUNDAMENTAL INVESTMENT RESTRICTION OF THE BALANCED
SERIES
The Board of Trustees has approved an amendment to one of the Balanced
Series' fundamental investment restrictions in order to permit the Series to
gradually convert to a fund of funds. Such proposal, if approved, is intended to
permit the Balanced Series to invest in the securities of other investment
companies, such as a special class of shares created for this purpose and issued
by Lord Abbett Affiliated Fund, Inc. and Lord Abbett Bond-Debenture Fund, Inc.
Should the proposal pass, the Balanced Series would implement the change
gradually. Fund management would use new investor money, as well as proceeds
generated by the sale of existing portfolio securities, to begin purchasing
shares of both Affiliated Fund and Bond-Debenture Fund.
Although the Balanced Series does not propose to amend its investment
management contract with Lord Abbett, Lord Abbett has agreed to waive its
advisory fees on assets of the Balanced Series that are invested in shares of
either the Affiliated Fund or the Bond-Debenture Fund. In addition, the class of
shares in which the Balanced Series will invest will not bear any sales loads,
deferred sales charges, Rule 12b-1 distribution or service fees.
COMPARISON OF BALANCED SERIES TO A COMBINATION OF AFFILIATED
AND BOND-DEBENTURE FUNDS BASED ON INVESTMENT OBJECTIVES,
EXPENSES, RATINGS AND PERFORMANCE.
Shareholders should read this information carefully before voting on the
proposal.
I. INVESTMENT OBJECTIVES
The investment objectives of the Balanced Series, Affiliated Fund and the
Bond-Debenture Fund are set forth below.
FUND INVESTMENT OBJECTIVE
Balanced Series The Series seeks current income and capital growth
from a portfolio consisting primarily of equity and U.S.
Government securities.
Affiliated Fund The Fund seeks long-term growth of capital and income
without excessive fluctuations in market value. The Fund
seeks to attain its objective by investing in securities
selling at reasonable prices in relation to value. The
Fund normally invests in large, seasoned companies in
sound financial condition, issuing common stocks which are
expected to perform above-average with respect to earnings
and appreciation.
Bond-Debenture Fund The Fund seeks high current income and the opportunity for
capital appreciation to produce a high total return. In
seeking this investment objective, the Fund invests in
lower-rated debt securities which entail greater risks than
investments in higher-rated debt securities. The Fund also
invests in U.S. Government securities, preferred stocks and
bonds and securities convertible into common stock.
<PAGE>
II. EXPENSES
The following table is intended to compare the expenses currently borne by
an investor to various expenses that an investor in the Balanced Series would
bear directly or indirectly after conversion by the Balanced Series to a fund of
funds structure.
The following table shows the expenses of the Balanced Series for the most
recent fiscal year and a pro-forma adjustment thereto (the "Pro Forma Balanced
Series") assuming that the Balanced Series had invested 50% of its assets in the
Affiliated Fund and 50% in the Bond-Debenture Fund and incurred its own direct
expenses and the indirect expenses of Affiliated and Bond-Debenture Funds.
ANNUAL OPERATING EXPENSES (DIRECT AND INDIRECT)
(As a percentage of average net assets)
<TABLE>
<CAPTION>
Class A Shares Class C Shares
Management Other Expenses Total Management Other Expenses Total
Fees Operating Fees Operating
Expenses Expenses
<S> <C> <C> <C> <C> <C> <C>
Balanced Series 0.25% (1) 0.66% 0.91% 0.25% (1) 1.66% 1.91%
Pro Forma 0.39% 0.51% 0.90% (2) 0.39% 1.51% 1.90 % (3)
Balanced Series
<FN>
(1) 0.75% would have been the management fee absent Lord Abbett's waiver. See
the section entitled "Management Fee Waiver By Lord Abbett" below.
(2) Consists of 0.49% indirect expenses of the underlying funds in which
Balanced Series invests, plus Balanced Series' own direct expenses of 0.41%
which are covered in more detail below in the section entitled "Subsidy In
Return For Benefits."
(3) Consists of the expenses in Note 2, plus the 1% level
load for C shares under the Rule 12b-1 Plan.
</FN>
</TABLE>
MANAGEMENT FEE WAIVER BY LORD ABBETT. The Balanced Series is obligated to pay
Lord Abbett a management fee of 0.75 of 1%. For the period from the Series'
commencement of operations on December 27, 1994 through June 30, 1996, Lord
Abbett waived its entire fee. For the period from July 1, 1996 through August
31, 1997, Lord Abbett waived 0.50 of 1% or two- thirds of its management fee.
Beginning on September 1, 1997, Lord Abbett waived 0.25 of 1% or one-third of
its management fee.
SUBSIDY IN RETURN FOR BENEFITS. A pro-forma adjustment to the Balanced Series'
0.66% of direct expenses reduced these expenses to 0.41% due to a 0.25% combined
subsidy from Affiliated and Bond-Debenture Funds as underlying funds in the
Balanced Series' fund of funds structure. In return for the subsidy, Affiliated
and Bond-Debenture Funds will benefit by avoiding administrative expenses
normally associated with direct investment in each fund's shares by investors.
Instead, Affiliated and Bond-Debenture Funds will maintain record ownership of
each fund's shares owned by the Balanced Series in a single account for each
fund in the name of the Balanced Series. The subsidy will not exceed the
benefit. A private letter ruling application has been submitted to the Internal
Revenue Service to establish that a subsidy arrangement, such as this subsidy,
will not result in a preferential dividend for Affiliated and Bond-Debenture
Funds. If the Internal Revenue Service does not grant a favorable ruling, the
Affiliated and Bond-Debenture funds will not be required to and may not
subsidize these expenses and, accordingly, the expense ratio of the Balanced
Series may be higher.
<PAGE>
The following example illustrates the Pro Forma (direct and indirect
expenses) that a shareholder would have paid assuming: (i) a $1,000 investment
in the Balanced Series; (ii) the expenses listed under "Total Operating
Expenses" in the table above; (iii) 5% annual returns; (iv) reinvestment of all
dividends and distributions; and (v) full redemption at the end of the period.
THE EXAMPLE SHOULD NOT BE CONSIDERED TO BE A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR RETURNS. ACTUAL EXPENSES AND RETURNS MAY BE GREATER OR LESS THAN
INDICATED.
1 year 3 years 5 years 10 years
Pro-Forma
Balanced Series
Class A $56 $75 $95 $153
Class C $30 $60 $103 $222
III. RATINGS
Lord Abbett Bond-Debenture Fund has a five-star rating from Morningstar,
Inc., an independent mutual fund research and rating firm, for the three- and
five-year periods ending on June 30, 1997. For the one- and ten-year periods
ending on that date it has a four-star rating. Lord Abbett Affiliated Fund has a
four-star rating for the same one-, three- and five-year periods and a
three-star rating for the same ten-year period. The Balanced Series has not yet
been rated by Morningstar.
Morningstar proprietary ratings reflect historical risk-adjusted
performance among a total of: (i) 1,248 taxable fixed-income funds, in the case
of the Bond-Debenture Fund, and (ii) 1,997 domestic equity funds, in the case of
the Affiliated Fund, as of June 30, 1997. The ratings are subject to change
every month. Morningstar ratings are calculated from a fund's three-, five- and
ten-year average annual returns in excess of 90-day Treasury bill returns with
appropriate fee adjustments and a risk factor that reflects fund performance
below 90-day T-bill returns. Ten percent of the funds in an investment category
receive five stars, 22.5% receive four stars, 35% receive three stars, 22.5%
receive two stars and the bottom 10% receive one star. The returns and ratings
reflect past performance of each fund and are not an indication of future
results.
IV. PERFORMANCE
Set forth below is a comparison for Class A shares of the performance of
the Balanced Series to the performance of a combination of Affiliated Fund and
Bond-Debenture Fund ("Affiliated/Bond-Debenture"). The Affiliated/Bond-Debenture
performance assumes that: (i) half of an investor's money is invested in each
fund; and (ii) none of the Balanced Series' direct expenses (which are 0.41 of
1%) are deducted as would be the case in a fund of funds structure. Total return
is shown for the two and a half calendar years spanning the life of the Balanced
Series through June 30, 1997, excluding five start-up days at the end of 1994.
<PAGE>
TOTAL RETURN
1997 YEAR-TO-DATE
(JUNE 30, 1997) 1996 1995
Balanced Series 10.02% 9.05% 22.78%
Affiliated/Bond-
Debenture 11.73% 15.61% 24.60%
YIELD
30-day yield ended June 30, 1997
Affiliated/Bond-Debenture 4.30%
Balanced Series 2.45%
Balanced Series', Affiliated Fund's and Bond-Debenture Fund's average annual
rates of total return as required by the Securities and Exchange Commission at
the Class A share maximum sales charge of 4.75%, 5.75% and 4.75%, respectively,
for the periods ended 6/30/97:
<TABLE>
<CAPTION>
5 YEARS (OR LIFE OF
1 YEAR THE SERIES) 10 YEARS
<S> <C> <C> <C>
BALANCED SERIES +12.40% +14.36% (1) N/A
AFFILIATED FUND +24.20% +17.23% +12.09%
BOND-DEBENTURE
FUND +8.90% +9.48% +9.58%
<FN>
(1) Balanced Series commenced operations on December 27, 1994.
</FN>
</TABLE>
Total return is the percent change in value assuming the reinvestment of
all distributions. The yield as required by the Securities and Exchange
Commission for the 30-day period ended 6/30/97 was 2.45% for the Balanced
Series, 6.73% for the Bond-Debenture Fund and 1.86% for the Affiliated Fund.
The results quoted herein represent past performance which is no indication
of future results. The investment return and principal value of an investment in
the funds will fluctuate so that shares, on any given day or when redeemed, may
be worth more or less than their original cost. Each fund issues additional
classes of shares (Class B and/or C), with distinct pricing options. For a full
discussion of the differences in pricing alternatives, please call 800-874-3733
and ask for each fund's current prospectus. The prospectus has more complete
information about each fund, including charges and expenses. Read it carefully
before you invest.
* * * *
<PAGE>
The Fund has applied to the Securities and Exchange Commission for an order
allowing the Balanced Series to invest in Affiliated Fund and Bond-Debenture
Fund while, at the same time, holding portfolio securities which would continue
to be managed under the current policies of Balanced Series. If the Securities
and Exchange Commission does not issue the order, the Balanced Series will not
convert to a fund of funds.
The Balanced Series' current fundamental investment restriction and its
proposed fundamental investment restriction are set forth in Exhibit A attached
to this Proxy Statement. Approval of the proposed amendment to the Balanced
Series' fundamental investment restriction requires the affirmative vote of a
"majority" (as defined in the Investment Company Act of 1940) of the voting
securities of that Series. A "majority" vote is defined in the Act as the vote
of the holders of the lesser of: (i) 67% or more of the voting securities
present or represented by proxy at the shareholders' meeting, if the holders of
more than 50% of the outstanding voting securities are present or represented by
proxy; or (ii) more than 50% of the outstanding voting securities. The effect of
an abstention or broker non-vote is the same as a vote against this proposal.
If the proposed amendment is not approved by the shareholders, the current
fundamental restriction will continue in effect.
At a meeting on August 14, 1997, the Board of Trustees considered and voted
to approve and recommended shareholder approval of this change to the Balanced
Series' fundamental investment restriction to allow it to operate as a fund of
funds. The Board of Trustees considered various matters in evaluating the
appropriateness of the Balanced Series operating as a fund of funds. In
particular, the Board examined and weighed: (i) the nature of, and the Board's
oversight of, the fee waiver agreed to by Lord Abbett; (ii) the nature and
quality of the services rendered and the results achieved by Lord Abbett in its
management of the Balanced Series, the Affiliated Fund and the Bond-Debenture
Fund; (iii) information concerning the Balanced Series' expense ratio on both an
existing and pro-forma basis; and (iv) the investment objectives of the Balanced
Series, the Affiliated Fund and the Bond-Debenture Fund.
Certain of the factors considered by the Board of Trustees in reaching its
determination are discussed in more detail below.
- - The fact that Lord Abbett has agreed to waive its advisory fees on assets
of the Balanced Series that are invested in shares of either the Affiliated
Fund or the Bond-Debenture Fund.
- - The fact that the class of shares of the Affiliated Fund and the
Bond-Debenture Fund in which the Balanced Series will invest will not bear
any sales loads, deferred sales charges, distribution fees or service fees.
<PAGE>
- - The superior ratings of Affiliated Fund and Bond-Debenture Fund.
- - The superior past performance of a combination of Affiliated Fund and
Bond-Debenture Fund versus Balanced Series, including a higher yield.
- - The costs of the proposed change in fund structure and other options to the
proposed change.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
PROPOSED AMENDMENT TO THE BALANCED SERIES' FUNDAMENTAL INVESTMENT RESTRICTION.
2. OTHER INFORMATION
Management is not aware of any matters to come before the meeting other
than those set forth in the notice. If any such other matters do come before the
meeting, the individuals named as proxies will vote, act, and consent with
respect thereto in accordance with their best judgment.
a. TIMELINESS OF SHAREHOLDER PROPOSALS.
Any shareholder proposals to be presented for action at the Fund's next
shareholder meeting pursuant to the provisions of Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, must be received at the Fund's
principal executive offices within a reasonable time in advance of the date
solicitation is made for such meeting. The Fund does not intend to hold another
annual or special meeting of shareholders unless required to do so by the Act.
b. INVESTMENT ADVISER AND UNDERWRITER.
Lord, Abbett & Co., The General Motors Building, 767 Fifth Avenue, New
York, New York 10153, ("Lord Abbett") acts as investment adviser and Lord Abbett
Distributor llc, a subsidiary of Lord Abbett located at the same address, acts
as principal underwriter with respect to the Fund.
c. ANNUAL REPORT AVAILABLE UPON REQUEST.
The Fund will furnish, without charge, a copy of the Fund's most recent
annual report and the most recent semi-annual report succeeding the annual
report, if any, to a shareholder upon request. A shareholder may obtain such
report(s) by writing to the Fund or by calling 800-874-3733.
LORD ABBETT INVESTMENT TRUST
Kenneth B. Cutler
Vice President and Secretary
<PAGE>
EXHIBIT A
BALANCED SERIES
COMPARISON OF CURRENT FUNDAMENTAL RESTRICTION AND PROPOSED FUNDAMENTAL
RESTRICTION
CURRENT
RESTRICTION
DIVERSIFICATION.
FUNDAMENTAL
The Series may not, with respect to 75% of its total assets, and except as
indicated below, buy securities if the purchase would then cause it to (i) have
more than 5% of its gross assets, at market value at the time of investment,
invested in the securities of any one issuer except securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities or (ii) own
more than 10% of the voting securities of any issuer.
PROPOSED RESTRICTION
FUNDAMENTAL
With respect to 75% of its gross assets, the Series may not buy securities of
one issuer representing more than (i) 5% of the Series' gross assets or (ii) 10%
of the voting securities of such issuer, except, in either case, securities
issued or guaranteed by the U.S. Government, its agencies or instrumentalities
and securities of other investment companies.
<PAGE>
LORD ABBETT INVESTMENT TRUST
LORD ABBETT BALANCED SERIES
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 12, 1997
767 Fifth Avenue
New York, New York 10153
The undersigned hereby appoints ROBERT S. DOW and E. WAYNE NORDBERG and each of
them proxies, with full power of substitution, to vote (according to the number
of votes shown on the reverse side of this proxy which the undersigned would be
entitled to cast if then personally present) at the special meeting of
shareholders of the Balanced Series (the "Series") of LORD ABBETT INVESTMENT
TRUST on November 12, 1997, including all adjournments, and in their discretion
upon such other business as may properly come before the meeting.
UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THE VOTE OF THE UNDERSIGNED
IS TO BE CAST FOR THE PROPOSAL LISTED ON THE REVERSE SIDE.
PLEASE SIGN, DATE AND MAIL THIS PROXY IN THE POSTAGE
PAID RETURN ENVELOPE PROVIDED.
For information as to the voting of stock registered in more than one name, see
page 1 of the proxy statement. When signing the proxy as attorney, executor,
administrator, trustee or guardian, please indicate the capacity in which you
are acting. Only authorized officers should sign for corporations.
HAD YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
________________________________ ______________________________
________________________________ ______________________________
________________________________ ______________________________
<PAGE>
X PLEASE MARK VOTES
- --- AS IN THIS EXAMPLE
LORD ABBETT INVESTMENT TRUST
LORD ABBETT BALANCED SERIES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WHICH RECOMMENDS THAT
YOU VOTE FOR PROPOSAL 1.
1. To approve or disapprove the proposed change in a fundamental investment
restriction of the Series, as described in the proxy statement.
For ___ Against ___ Abstain ___
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date:..............................
______Shareholder sign here____________________Co-owner sign here_______________
Mark box at right if an address change or comment has been
noted on the reverse side of this card. ____
<PAGE>
ATTENTION SHAREHOLDERS: VOTE AND RETURN YOU PROXY!
PLEASE VOTE YOU PROXY. If proxies are not returned in sufficient numbers, the
Fund will incur the expense of an additional solicitation. Returning your ballot
promptly will help spare you and your fellow shareholders this expense.
Thank you for your cooperation.
