<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
|X| Preliminary Proxy Statement |_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EXCELSIOR INSTITUTIONAL TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 was 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 Statement No.:
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(3) Filing Party:
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(4) Date Filed:
<PAGE>
PRELIMINARY COPY
----------------
EXCELSIOR INSTITUTIONAL TRUST
----------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF THE EXCELSIOR INSTITUTIONAL INTERNATIONAL EQUITY FUND
----------
November ___, 1998
To the Shareholders of the Excelsior Institutional
International Equity Fund
A Special Meeting of Shareholders of the International Equity Fund (the
"Fund") of Excelsior Institutional Trust (the "Trust") will be held on December
28, 1998, at 10:00 a.m. (Eastern Time) at the offices of United States Trust
Company of New York, 114 West 47th Street, New York, New York 10036, for the
purpose of considering and voting upon:
(1) A proposal to approve a new investment advisory agreement
for the Fund among the Trust, United States Trust Company of New York
and U.S. Trust Company of Connecticut; and
(2) The transaction of such other business as may properly
come before the meeting or any adjournment thereof.
The proposal referred to above is discussed in the Proxy Statement
attached to this Notice. Each shareholder is invited to attend the Special
Meeting of Shareholders in person. Shareholders of record at the close of
business on November 9, 1998 have the right to vote at the meeting. If you
cannot be present at the meeting, we urge you to fill in, sign and promptly
return the enclosed proxy in order that the meeting can be held and a maximum
number of shares may be voted.
W. BRUCE McCONNEL, III
Secretary
<PAGE>
WE NEED YOUR PROXY VOTE IMMEDIATELY
A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY
LAW, THE SPECIAL MEETING OF SHAREHOLDERS OF THE FUND SCHEDULED FOR DECEMBER 28,
1998 WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A
MAJORITY OF THE SHARES ELIGIBLE TO VOTE ARE REPRESENTED. IN THAT EVENT, THE
TRUST WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM.
CLEARLY, YOUR VOTE COULD BE CRITICAL IN ALLOWING THE TRUST TO HOLD THE MEETING
AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY.
<PAGE>
PRELIMINARY COPY
----------------
EXCELSIOR INSTITUTIONAL TRUST
73 Tremont Street
Boston, Massachusetts 02108-3913
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Excelsior Institutional Trust (the
"Trust") for use at a Special Meeting of Shareholders of the Trust's
International Equity Fund (the "Fund") to be held at the offices of United
States Trust Company of New York, 114 West 47th Street, New York, New York
10036, on December 28, 1998 at 10:00 a.m. (Eastern Time). Such meeting and any
adjournments thereof are hereinafter collectively referred to as the "Meeting."
It is expected that the solicitation of proxies will be primarily by
mail. The Trust's officers and service contractors may also solicit proxies by
telephone, telegraph, facsimile or personal interview. United States Trust
Company of New York and U.S. Trust Company of Connecticut will bear all proxy
solicitation costs.
Any shareholder giving a proxy may revoke it at any time before it is
exercised by submitting to the Trust a written notice of revocation or a
subsequently executed proxy or by attending the Meeting and electing to vote in
person. This Proxy Statement and the enclosed Proxy are expected to be
distributed to shareholders on or about November ___, 1998.
A Proxy is enclosed with respect to the shares you own in the Fund. If
the Proxy is executed properly and returned, the shares represented by it will
be voted at the Meeting in accordance with the instructions thereon. Each full
share is entitled to one vote and each fractional share to a proportionate
fractional vote. If you do not expect to be present at the Meeting and wish your
shares to be voted, please complete the enclosed Proxy and mail it in the
enclosed reply envelope.
The Board of Trustees unanimously recommends that shareholders vote
"FOR" the approval of the new Investment Advisory Agreement described in this
Proxy Statement.
<PAGE>
INTRODUCTION
Prior to June 22, 1998, U.S. Trust Company of The Pacific Northwest
("UST Pacific") served as investment adviser to the Fund pursuant to an
investment advisory agreement between the Trust and UST Pacific dated as of
November 15, 1995 (the "Current Advisory Agreement"). On June 22, 1998, UST
Pacific was reorganized into a branch office of U.S. Trust Company of California
("UST California"). Prior to the reorganization, UST California assumed the
rights, responsibilities, liabilities and obligations of UST Pacific under the
Current Advisory Agreement pursuant to an assumption agreement among the Trust,
UST Pacific and UST California dated as of June 19, 1998. UST Pacific was and
UST California is a wholly-owned subsidiary of U.S. Trust Corporation. The
management personnel of UST Pacific responsible for providing investment
advisory services to the Fund were retained as employees of UST California and
have continued to provide the same services to the Fund. UST California changed
its name to U.S. Trust Company, N.A. ("UST N.A.") in connection with the
reorganization.
Harding, Loevner Management, L.P. ("Harding Loevner") currently serves
as investment sub-adviser to the Fund pursuant to an investment sub-advisory
agreement between UST Pacific and Harding Loevner dated November 15, 1995 (the
"Sub-Advisory Agreement" and, together with the Current Advisory Agreement, the
"Current Agreements"). Prior to the reorganization of UST Pacific as described
above, UST California assumed UST Pacific's rights, responsibilities,
liabilities and obligations under the Sub-Advisory Agreement pursuant to an
assumption agreement among UST Pacific, UST California and Harding Loevner dated
as of June 19, 1998.
It is proposed that the Trust replace UST N.A. as the Fund's investment
adviser by entering into a new investment advisory agreement with United States
Trust Company of New York ("UST NY") and U.S. Trust Company of Connecticut ("UST
CT") which, if approved by the shareholders of the Fund, will become effective
at the time of such approval (the "New Agreement"). The Sub-Advisory Agreement
with Harding Loevner will be terminated upon effectiveness of the New Agreement.
The terms and conditions of the New Agreement (described below) are
substantially the same as the Current Advisory Agreement, except that (1) the
New Agreement will be dated as of December 28, 1998 or such other date when the
New Agreement is approved by the Fund's shareholders, and (2) UST NY and UST CT
will serve as co-investment advisers to the Fund and will be jointly, but not
severally, liable under the New Agreement. Although significant provisions of
the New Agreement are summarized below, the summary is qualified in its
entirety by reference to the New Agreement, a copy of which is attached to this
Proxy Statement as Exhibit A.
-2-
<PAGE>
DESCRIPTION OF THE NEW AGREEMENT
Terms and Fees. As previously noted, the terms and conditions of the
New Agreement are substantially the same as those of the Current Advisory
Agreement, except that (1) the New Agreement will be dated as of the date of
shareholder approval of the New Agreement, and (2) UST NY and UST CT will serve
as the the Fund's co-investment advisers and will be jointly, but not severally,
liable under the New Agreement.
The New Agreement provides that, subject to the general supervision of
the Trust's Board of Trustees, UST NY and UST CT (collectively, "U.S. Trust")
will: (i) prepare (or otherwise obtain) and evaluate on both a macroeconomic and
microeconomic level any pertinent research; statistical, financial and economic
data; and other information necessary or appropriate for the performance of its
duties under the New Agreement; (ii) formulate and continuously review,
supervise, and administer an investment program for the Fund; (iii) determine
the securities to be purchased by the Fund, and continuously monitor such
securities and the issuers thereof to determine whether and when to sell,
exchange, or take any other action concerning such securities; (iv) determine
whether and how to exercise warrants, voting rights, or other rights with
respect to the Fund's securities; (v) provide valuations with respect to the
securities held by the Fund if so requested by the Board; (vi) render regular
reports to the Trust's officers and the Board concerning the investment
performance of the Fund, U.S. Trust's discharge of its responsibilities under
the New Agreement, and any other subject as the Trust's officers or Board
reasonably may request; and (vii) assist the Trust's officers in connection with
the operation of the Trust and perform any further acts that may be necessary to
effectuate the purposes of the New Agreement.
The New Agreement authorizes U.S. Trust to employ one or more
sub-advisers to perform any or all of the advisory services described above
under U.S. Trust's supervision, provided that U.S. Trust remains fully
responsible for the provision of such services. Any sub-adviser must be approved
as required by the Investment Company Act of 1940, as amended (the "1940 Act"),
and any fees or compensation payable to a sub-adviser will be paid by U.S.
Trust.
There will be no change in the contractual advisory fees payable by the
Fund as a result of approval of the New Agreement. The New Agreement, like the
Current Advisory Agreement, entitles U.S. Trust to receive a fee, computed daily
and paid monthly, at the annual rate of 1.00% of the Fund's average daily net
assets. U.S. Trust may from time to time voluntarily waive all or a portion of
the advisory fee payable by the Fund, which waiver may be terminated at any
time.
The New Agreement provides that U.S. Trust will furnish at its own
expense all office space, office facilities, equipment and personnel necessary
or appropriate to the performance of its duties under the New Agreement. U.S.
Trust also will pay the salaries and fees of all personnel of the Trust or U.S.
Trust performing services related to U.S. Trust's duties under the New
Agreement.
-3-
<PAGE>
The New Agreement also provides that U.S. Trust may place orders for
portfolio securities either directly with the issuer or with any broker or
dealer selected by U.S. Trust. In placing orders with brokers and/or dealers,
U.S. Trust is obligated to use its best efforts to obtain the best net price and
most favorable execution of its orders, after taking into account all factors it
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
and/or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. Consistent with this obligation,
U.S. Trust may, to the extent permitted by law, purchase and sell portfolio
securities from and to brokers who provide brokerage and research services
(within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to
or for the benefit of the Trust and/or other accounts over which U.S. Trust
exercises investment discretion. U.S. Trust is authorized to pay a broker who
provides such brokerage and research services a commission for effecting a
securities transaction which is in excess of the amount of commission another
broker would have charged for effecting that transaction, if U.S. Trust
determines in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker, viewed in
terms of either that particular transaction or the overall responsibilities of
U.S. Trust with respect to the accounts as to which it exercises investment
discretion.
U.S. Trust may execute transactions through itself and its affiliates
on a securities exchange provided that the commissions paid by the Trust are
"reasonable and fair" compared to commissions received by other brokers having
comparable execution capability and provided that the transactions are effected
pursuant to procedures established by the Board of Trustees. An affiliated
broker may transmit, clear and settle transactions for the Trust that are
executed on a securities exchange provided that the affiliated broker arranges
for unaffiliated brokers to execute the transactions.
Notwithstanding the foregoing, the Board periodically will review the
commissions paid by the Trust and determine whether those commissions were
reasonable in relation to the brokerage and research services received. In
addition, the Board, in its discretion, may instruct U.S. Trust to effect all or
a portion of its securities transactions with one or more brokers and/or dealers
selected by the Board, if it determines that the use of such brokers and/or
dealers is in the best interest of the Trust.
When U.S. Trust deems the purchase or sale of a security to be in the
best interest of the Trust as well as other customers, U.S. Trust, to the extent
permitted by applicable law, may aggregate the securities to be so sold or
purchased in order to obtain the best execution or lower brokerage commissions.
U.S. Trust also may purchase or sell a particular security for one or more
customers in different amounts. Allocation of the securities purchased or sold
in either manner, as well as the expenses incurred in the transactions, will be
made by U.S. Trust in a manner that it believes is equitable and consistent with
applicable law and regulations and with its fiduciary obligations to the Trust
and to such other customers.
The New Agreement requires U.S. Trust to give the Trust the benefit of
its best judgment and efforts in rendering services to the Trust. In the absence
of willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties under the New Agreement, U.S. Trust will not be liable to
the Trust or to any shareholder of the Fund for any act or omission in the
course of, or connected with, rendering services under the Agreement or for any
losses that may be sustained in the purchase, holding or sale of any security.
The liability of UST NY and UST CT under the New Agreement will be joint, but
not several.
-4-
<PAGE>
If approved by a majority of the Fund's outstanding shares (as defined
below), the New Agreement will become effective at the time of such approval,
and will continue in effect until July 31, 1999 (unless terminated sooner).
Thereafter, if not terminated, the New Agreement will continue in effect for
successive annual periods, provided that such continuance is specifically
approved at least annually by the vote of a majority of those members of the
Board who are not parties to the New Agreement or "interested persons" (as
defined in the 1940 Act) of any such party, and either: (i) the vote of a
majority of the Fund's outstanding shares; or (ii) the vote of a majority of the
full Board of Trustees.
The New Agreement provides that it may be terminated at any time,
without the payment of any penalty, either by: (i) the Trust, by action of the
Board or by the vote of a majority of the Fund's outstanding shares, on 60 days'
written notice to U.S. Trust; or (ii) U.S. Trust, on 90 days' written notice to
the Trust. The New Agreement also provides that it will terminate immediately in
the event of its "assignment" (as defined in the 1940 Act).
Evaluation by the Board of Trustees. The New Agreement was approved by
a majority of the Trust's Board of Trustees and by a majority of those members
of the Board who are not "interested persons" (as defined in the 1940 Act) of
any party to the New Agreement at a meeting held on July 31, 1998. In
considering whether to approve the New Agreement and to submit the New Agreement
to shareholders of the Fund for their approval, the Board considered the
following factors: (i) the Fund's performance since commencement of operations;
(ii) U.S. Trust's representations that approval of the New Agreement would
enhance the nature and quality of the advisory services currently provided to
the Fund; (iii) the terms and conditions of the New Agreement, which are
substantially the same as those of the Current Advisory Agreement; (iv) U.S.
Trust's commitment to waive advisory fees under the New Agreement in order to
maintain the Fund's overall expense ratio at its current level; (v) the
performance, fees and expense ratios of other international equity funds advised
by U.S. Trust; (vi) U.S. Trust's experience, capabilities and resources in
international equity management; and (vii) the benefits which U.S. Trust may
derive from the New Agreement, including receipt of investment research and
information in return for allocating portfolio brokerage. Based on the foregoing
factors, the Board concluded that approval of the New Agreement was in the best
interests of the Fund and its shareholders.
Two of the members of the Trust's Board of Trustees are considered to
be "interested" Trustees within the meaning of the 1940 Act. Frederick S.
Wonham, Chairman of the Board of Trustees and President and Treasurer of the
Trust, and Alfred Tannachion, each own shares of U.S. Trust Corporation, the
parent of U.S. Trust.
If the New Agreement is approved by the Fund's shareholders, the
Current Agreements will terminate upon the execution of the New Agreement. U.S.
Trust would replace UST N.A. as the Fund's investment adviser, and Harding
Loevner would no longer serve as the Fund's sub-adviser. U.S. Trust has informed
the Trust that it does not currently intend to employ a sub-adviser for the Fund
if the New Agreement is approved. If the New Agreement is not approved, then the
Board will promptly seek to enter into a new advisory arrangement for the Fund,
subject to any required approval by the Fund's shareholders.
-5-
<PAGE>
THE TRUST'S BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE NEW AGREEMENT
VOTING INFORMATION
Record Date. Only shareholders of record at the close of business on
November 9, 1998 will be entitled to vote at the Meeting. On that date, there
were ___________________ Institutional Shares and ___________________ Trust
Shares of the Fund outstanding and entitled to be voted at the Meeting. All
shares of the Fund will vote in the aggregate and not by class at the Meeting.
Voting Procedures. The approval of the New Agreement requires the
affirmative vote of the holders of a "majority of the outstanding shares" of the
Fund (as defined in the 1940 Act), which means the lesser of (i) the holders of
67% or more of the shares of the Fund present at the Meeting if the holders of
more than 50% of the outstanding shares of the Fund are present in person or by
proxy, or (ii) more than 50% of the outstanding shares of the Fund.
Quorum. Under the Trust's Trust Instrument, a quorum is constituted
with respect to the Fund by the presence in person or by proxy of the holders of
more than one-third of the outstanding shares of the Fund entitled to vote at
the Meeting. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions and broker "non-votes" (that
is, proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owners or other persons entitled to
vote shares on a particular matter with respect to which the brokers or nominees
do not have discretionary power) will be treated as shares that are present at
the Meeting but which have not been voted. Abstentions and broker "non-votes"
will have the effect of a "no" vote for purposes of obtaining the requisite
approval of the New Agreement.
In the event that a quorum is not present at the Meeting, or in the
event that a quorum is present at the Meeting but sufficient votes to approve
the proposal are not received, the persons named as proxies, or their
substitutes, may propose one or more adjournments of the Meeting to permit the
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares affected by the adjournment that
are represented at the Meeting in person or by proxy. If a quorum is not
present, the persons named as proxies will vote those proxies "FOR" adjournment.
If a quorum is present, the persons named as proxies will vote those proxies
which they are entitled to vote "FOR" the proposal in favor of such adjournment,
and will vote those proxies required to be voted "AGAINST" the proposal against
any adjournment.
Other Shareholder Information. At the record date for the Meeting, U.S.
Trust and its affiliates held of record approximately ___% of the Fund's
outstanding shares as agent or custodian for their customers. In addition, at
that date, U.S. Trust and its affiliates held investment and/or voting power
with respect to approximately ____% of the Fund's outstanding shares on behalf
of their customers.
-6-
<PAGE>
The name, address and share ownership of each person who may have
possessed sole or shared voting or investment power with respect to 5% or more
of the Fund's Institutional or Trust Shares at the record date were as follows:
Number of Percentage of
Outstanding Shares of Outstanding Shares of
Name & Address Class of Shares Class Class
As of the record date, the trustees and officers of the Trust as a
group owned beneficially less than 1% of the Fund's outstanding shares.
ADDITIONAL INFORMATION
Information About the Proposed Co-Investment Advisers. UST NY, which
has its principal offices at 114 West 47th Street, New York, New York 10036, is
a state-chartered bank and trust company and a member bank of the Federal
Reserve System. UST CT, which has its principal offices at 225 High Ridge Road,
East Building, Stamford, Connecticut 06905, is a Connecticut state bank and
trust company. UST NY and UST CT (collectively, "U.S. Trust") are wholly-owned
subsidiaries of U.S. Trust Corporation, a registered bank holding company, which
has its principal offices at 114 West 47th Street, New York, New York 10036.
U.S. Trust provides trust and banking services to individuals, corporations and
institutions, both nationally and internationally, including investment
management, estate and trust administration, financial planning, corporate trust
and agency banking, and personal and corporate banking. On December 31, 1997,
the Asset Management Groups of U.S. Trust had approximately $61.2 billion in
aggregate assets under management.
The principal executive officers and directors of UST NY and their
principal occupations as of November 9, 1998 are set forth below.
-7-
<PAGE>
<TABLE>
<CAPTION>
Position
with Principal Type of
UST NY Name Occupation Business
- ------ ---- ---------- --------
<S> <C> <C> <C>
Director Eleanor Baum Dean of School Academic
4 Arleigh Road of Engineering,
Great Neck, NY 11021 The Cooper Union for
the Advancement
of Science & Art
Director Samuel C. Butler Partner in Cravath, Law Firm
Cravath, Swaine Swaine & Moore
& Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Director Peter O. Crisp Retired Chairman Venture
103 Horseshoe Road of Venrock, Inc. Capital
Mill Neck, NY 11765
Director Antonia M. Grumbach Partner in Patterson, Law Firm
Patterson, Belknap, Belknap, Webb
Webb & Tyler, LLP & Tyler
1133 Avenue of the
Americas
New York, NY 10036
Director, H. Marshall Schwarz Chairman of the Asset Management,
Chairman United States Trust Board & Chief Exe- Investment and
of the Board Company of New York cutive Officer of Fiduciary Services
and Chief 114 West 47th Street U.S. Trust Corporation
Executive New York, NY 10036 and UST NY
Officer
Director Philippe de Montebello Director of the Art Museum
The Metropolitan Museum Metropolitan
of Art Museum of Art
1000 Fifth Avenue
New York, NY 10028-0198
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Position
with Principal Type of
UST NY Name Occupation Business
- ------ ---- ---------- --------
<S> <C> <C> <C>
Director Robert E. Denham Partner in Manger, Law Firm
Manger, Tolks & Olson LLP Tolks & Olson LLP
355 South Grand Avenue
35th Floor
Los Angeles, CA 90071
Director Frederic C. Hamilton Chairman of the Investment and
The Hamilton Companies Board of The Venture Capital
1560 Broadway Hamilton Companies
Suite 2000
Denver, CO 80202
Director John H. Stookey Chairman of Petrochemicals
Per Scholas Inc. Suburban Propane Pts. and Propane
131 Walnut Avenue
Bronx, NY 10454
Director Robert N. Wilson Vice Chairman of Health Care
Johnson & Johnson the Board of Johnson Products
One Johnson & & Johnson
Johnson Plaza
New Brunswick, NJ 08933
Director Peter L. Malkin Chairman of Law Firm
Wien, Malkin LLP Wien, Malkin & Bettex
Lincoln Building
60 East 42nd Street
New York, NY 10165
Director David A. Olsen Retired Chairman of Risk & Insurance
1120 Park Avenue Johnson & Higgins Services
New York, NY 10128
Director Richard F. Tucker Retired Vice Chairman- Petroleum
11 Over Rock Lane Mobil Corporation and Chemicals
Westport, CT 06880
Director Ruth A. Wooden President & CEO of Not-for-
The Advertising The Advertising Profit Public
Council, Inc. Council, Inc. Service
261 Madison Avenue Advertising
11th Floor
New York, NY 10016
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
Position
with Principal Type of
UST NY Name Occupation Business
- ------ ---- ---------- --------
<S> <C> <C> <C>
Executive Paul K. Napoli Executive Asset Management,
Vice United States Trust Vice President Investment and
President Company of New York of U.S. Trust Fiduciary Services;
114 West 47th Street Corporation Private Banking
New York, NY 10036 and UST NY
Director and Maribeth S. Rahe Vice Chairman Asset Management,
Vice Chair- United States Trust of U.S. Trust Investment and
man Company of New York Corporation Fiduciary Services
114 West 47th Street and UST NY
New York, NY 10036
Director, Frederick B. Taylor Vice Chairman and Asset Management,
Vice Chair- United States Trust Chief Investment Of- Investment and
man and Company of New York ficer of U.S. Trust Fiduciary Services
Chief Invest- 114 West 47th Street Corporation and
ment Officer New York, NY 10036 UST NY
Director, Jeffrey S. Maurer President and Asset Management,
President, United States Trust Chief Operating Investment and
and Chief Company of New York Officer of U.S. Fiduciary Services
Operating 114 West 47th Street Trust Corporation
Officer New York, NY 10036 and UST NY
Executive John L. Kirby Executive Asset Management,
Vice United States Trust Vice President and Investment and
President Company of New York Chief Financial Fiduciary Services
and Chief 114 West 47th Street Officer of U.S.
Financial New York, NY 10030 Trust Corporation
Officer and UST NY
Executive Kenneth G. Walsh Executive Asset Management,
Vice United States Trust Vice President Investment and
President Company of New York of U.S. Trust Fiduciary Services
114 West 47th Street Corporation
New York, NY 10030 and UST NY
Director Philip L. Smith Corporate Director and
P.O. Box 386 Trustee
Ponte Verde Beach, FL 32004
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
Position
with Principal Type of
UST NY Name Occupation Business
- ------ ---- ---------- --------
<S> <C> <C> <C>
Executive John C. Hover, II Executive Investment
Vice United States Trust Vice President Management and
President Company of New York Fiduciary Services;
114 West 47th Street Private Banking
New York, NY 10030
Executive John M. Deignan Executive Investment
Vice United States Trust Vice President Management and
President Company of New York Fiduciary Services;
114 West 47th Street Private Banking
New York, NY 10030
</TABLE>
The principal executive officers and directors of UST CT and their
principal occupations as of November 9, 1998 are set forth below.
<TABLE>
<CAPTION>
Position
with Principal Type of
UST CT Name Occupation Business
- ------ ---- ---------- --------
<S> <C> <C> <C>
Director John N. Irwin Lawyer
1133 Avenue of the
Americas
New York, NY 10036
Director June Noble Larkin Foundation Not-for-Profit
Edward John Noble Director Organization
Foundation, Inc.
32 East 57th Street
New York, NY 10022
Director Tucker H. Warner Co-Founder, Consulting Firm
The Nutmeg Financial Partner &
Group, LLC Director
1157 Highland Avenue
West
Cheshire, CT 06903
Director Thomas C. Clark Managing Director, Asset Management,
United States Trust UST NY Investment and
Company of New York Fiduciary Services
11 West 54th Street
New York, NY 10019
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
Position
with Principal Type of
UST CT Name Occupation Business
- ------ ---- ---------- --------
<S> <C> <C> <C>
Director Maribeth S. Rahe Vice Chairman, Asset Management,
United States Trust UST NY Investment and
Company of New York Fiduciary Services
114 West 47th Street
New York, NY 10036
Director Frederick B. Taylor Vice Chairman, Asset Management,
United States Trust UST NY Investment and
Company of New York Fiduciary Services
114 West 47th Street
New York, NY 10036
Director Kenneth G. Walsh Executive Vice Asset Management,
United States Trust President, Investment and
Company of New York UST NY Fiduciary Services
114 West 47th Street
New York, NY 10036
Director, William V. Ferdinand Managing Director Asset Management,
Managing U.S. Trust Company & CIO Fiduciary Services
Director & of Connecticut & Private Banking
CIO 225 High Ridge Road
Stamford, CT 06905
Director, W. Michael Funck President & CEO Asset Management,
President & U.S. Trust Company Fiduciary Services
CEO of Connecticut & Private Banking
225 High Ridge Road
Stamford, CT 06905
Vice Presi- Neil M. McDonnell Vice President & Asset Management,
dent & U.S. Trust Company Treasurer Fiduciary Services
Treasurer of Connecticut & Private Banking
225 High Ridge Road
Stamford, CT 06905
Vice Presi- Alberto Rodriguez Vice President & Asset Management,
dent & U.S. Trust Company Secretary Fiduciary Services
Secretary of Connecticut & Private Banking
225 High Ridge Road
Stamford, CT 06905
</TABLE>
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U.S. Trust currently serves as investment adviser to other registered
investment companies, including the Trust's Equity, Value Equity, Optimum
Growth, Income and Total Return Bond Funds, all of the portfolios of Excelsior
Tax-Exempt Funds, Inc. and all of the portfolios of Excelsior Funds, Inc. The
international portfolios of Excelsior Funds, Inc. have investment objectives
similar to that of the Fund. These portfolios, their approximate net assets (as
of March 31, 1998), and the annual advisory fees payable by these portfolios to
U.S. Trust are as follows:
Approximate Annual
Name of Net Fee
Investment Company Assets Rate
------------------ ------ ------
International Fund $204,889,037 1.00% of the fund's
average daily net assets
Latin America Fund $88,696,362 1.00% of the fund's
average daily net assets
Pacific/Asia Fund $43,808,317 1.00% of the fund's
average daily net assets
Pan European Fund $207,635,774 1.00% of the fund's
average daily net assets
Emerging Markets Fund $6,535,450 1.25% of the fund's
average daily net assets
For the fiscal year ended March 31, 1998, U.S. Trust voluntarily waived advisory
fees at the effective annual rates of 0.08%, 0.10%, 0.09%, 0.07% and 0.89% of
the average daily net assets of the International, Latin America, Pacific/Asia,
Pan European and Emerging Markets Funds, respectively.
Bank Regulatory Matters. The Glass-Steagall Act and applicable banking
laws and regulations generally prohibit certain financial institutions such as
U.S. Trust and its affiliates from engaging in the business of underwriting
securities of open-end investment companies such as the Trust. U.S. Trust
believes that the investment advisory services to be performed under the New
Agreement and the other services performed by U.S. Trust and its affiliates do
not constitute underwriting activities and are consistent with the requirements
of the Glass-Steagall Act. In addition, U.S. Trust believes that this
combination of individually permissible activities is consistent with the
Glass-Steagall Act and other federal or state legal and regulatory precedent.
There is presently no controlling precedent regarding the performance of a
combination of investment advisory, administrative and/or shareholder servicing
activities by banks. Future changes in legal requirements relating to the
permissible activities of banks and their affiliates, as well as future
interpretations of current requirements, could prevent U.S. Trust from
continuing
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to perform certain services for the Fund. If U.S. Trust were prohibited from so
acting, it is expected that the Board of Trustees would recommend another
qualified firm. Any new advisory agreement would be subject to shareholder
approval.
Information Concerning the Current Agreements. The Current Advisory
Agreement was approved by the Fund's public shareholders on November 15, 1995,
and was last renewed by the Trust's Board of Trustees on July 31, 1998. Pursuant
to the Current Advisory Agreement, UST N.A. is entitled to receive advisory fees
at the annual rate of 1.00% of the Fund's average daily net assets. For the
fiscal year ended March 31, 1998, the Fund paid advisory fees (after waivers) at
the effective annual rate of 0.50% of the Fund's average daily net assets,
representing $215,112.
The Sub-Advisory Agreement was approved by the Fund's public
shareholders on November 15, 1995, and was last renewed by the Board of Trustees
on July 31, 1998. Pursuant to the Sub-Advisory Agreement, Harding Loevner is
entitled to receive sub-advisory fees from UST N.A. at the annual rate of 0.50%
of the Fund's average daily net assets. For the fiscal year ended March 31,
1998, Harding Loevner received sub-advisory fees at the effective annual rate of
0.50% of the Fund's average daily net assets, representing $216,523.
On July 31, 1998, the Board approved the termination of the Current
Advisory Agreement and the Sub-Advisory Agreement effective upon shareholder
approval of the New Agreement.
Payments to Affiliates. UST CT replaced UST NY as one of the Fund's
administrators on May 16, 1997. For the fiscal year ended March 31, 1998, the
Fund paid U.S. Trust administration fees (net of waivers) totaling $28,015. UST
CT will continue to serve as an administrator to the Fund if the New Agreement
is approved.
For the fiscal year ended March 31, 1998, the Fund did not pay any
brokerage commissions to affiliated brokers.
Principal Underwriter and Administrators. Edgewood Services, Inc.,
which is located at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-5829,
is the principal underwriter for the shares of the Fund. The Fund's
administrators are: UST CT; Chase Global Funds Services Company, 73 Tremont
Street, Boston, Massachusetts 02108-3913; and Federated Administrative Services,
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779.
Investment Adviser. UST N.A., the Fund's current investment adviser,
has its principal offices at 515 South Flower Street, Los Angeles, California
90071.
Sub-Adviser. Harding Loevner, the Fund's sub-adviser, has its principal
offices at 50 Division Street, Suite 401, Somerville, New Jersey 08876.
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<PAGE>
OTHER MATTERS
The Trust does not intend to hold annual meetings of shareholders
except to the extent that such meetings may be required under the 1940 Act or
state law. Shareholders who wish to submit proposals for inclusion in the Proxy
Statement for a subsequent shareholder meeting should send their written
proposals to the Trust at its principal office within a reasonable time before
such meeting.
No business other than the matter described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment of the Meeting, the persons
named in the enclosed Proxy will vote thereon according to their best judgment
in the interests of the Fund.
Dated: November ___, 1998
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO COMPLETE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
THE TRUST WILL FURNISH, WITHOUT CHARGE, COPIES OF ITS MOST RECENT
ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS TO ANY SHAREHOLDER UPON REQUEST.
THE TRUST'S ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS MAY BE OBTAINED FROM
THE TRUST BY WRITING TO THE TRUST AT 73 TREMONT STREET, BOSTON, MASSACHUSETTS
02108-3913 OR BY CALLING 1-800-909-1989.
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<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of _______________, 1998 by and among EXCELSIOR
INSTITUTIONAL TRUST (the "Trust"), a Delaware business trust registered as an
open-end management investment company under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), UNITED STATES TRUST COMPANY OF NEW
YORK ("USTNY"), a state-chartered bank and trust company, and U.S. TRUST COMPANY
OF CONNECTICUT ("USTCT"), a Connecticut state bank and trust company (USTCT and
USTNY are collectively referred to herein as the "Adviser").
In consideration of the promises and the mutual covenants herein
contained, the Trust and the Adviser agree as follows:
1. Appointment. The Trust appoints the Adviser to act as investment
adviser to the Trust with respect to the series of the Trust listed on Exhibit A
hereto (the "Series") for the period and on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to provide an
investment program for the compensation provided by this Agreement. In providing
the services and assuming the obligations set forth herein, the Adviser may, at
its own expense, employ one or more sub-advisers; provided that the Adviser
understands and agrees that it shall remain fully responsible for the
performance of all the duties set forth in this Agreement and that it shall
supervise the activities of each sub-adviser. Any agreement between the Adviser
and a sub-adviser shall be subject to the renewal, termination and amendment
provisions applicable to this Agreement.
2. Duties of the Adviser. Subject to the direction and control of the
Board of Trustees of the Trust, the Adviser shall:
(a) prepare (or otherwise obtain) and evaluate on both a
macroeconomic and microeconomic level any pertinent research; statistical,
financial and economic data; and other information necessary or appropriate for
the performance of its duties under this Agreement;
(b) formulate and continuously review, supervise, and administer an
investment program for the Series;
(c) determine the securities to be purchased by the Series, and
continuously monitor such securities and the issuers thereof to determine
whether and when to sell, exchange, or take any other action concerning such
securities;
(d) determine whether and how to exercise warrants, voting rights,
or other rights with respect to the Series' securities;
(e) provide valuations with respect to the securities held by the
Series if so requested by the Trustees of the Trust;
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(f) render regular reports to the Trust's officers and the Board of
Trustees concerning the investment performance of the Trust, the Adviser's
discharge of its responsibilities under this Agreement, and any other subject as
the Trust's officers or Board of Trustees reasonably may request; and
(g) assist the Trust's officers in connection with the operation of
the Trust and perform any further acts that may be necessary to effectuate the
purposes of this Agreement.
3. Supervision and compliance. The activities of the Adviser shall be
subject at all times to the direction and control of the Board of Trustees of
the Trust and shall comply with: (a) the Trust Instrument and By-Laws of the
Trust; (b) the Registration Statement of the Trust, as it may be amended from
time to time, including the investment objectives and policies set forth
therein; (c) the Investment Company Act and the regulations thereunder; (d) the
Internal Revenue Code of 1986 and the regulations thereunder applicable to
regulated investment companies; (e) any other applicable laws or regulations;
and (f) such other limitations as the Board of Trustees may adopt.
4. Purchase and Sale of Securities. The Adviser shall, at its own
expense, place orders for the purchase, sale or loan of securities by the Trust
either directly with the issuer or with any broker and/or dealer who deals in
such securities.
(a) In placing orders with brokers and/or dealers, the Adviser shall
use its best efforts to obtain the best net price and the most favorable
execution of its orders, after taking into account all factors it deems
relevant, including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker and/or
dealer, and the reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis.
Consistent with this obligation, the Adviser may, to the extent permitted by
law, purchase and sell portfolio securities to and from brokers who provide
brokerage and research services (within the meaning of Section 28(e) of the
Securities Exchange Act of 1934) to or for the benefit of the Trust and/or other
accounts over which the Adviser exercises investment discretion. The Adviser is
authorized to pay a broker who provides such brokerage and research services a
commission for effecting a securities transaction which is in excess of the
amount of commission another broker would have charged for effecting that
transaction, if the Adviser determines in good faith that such commission was
reasonable in relation to the value of brokerage and research services provided
by such broker. This determination may be viewed in terms of either that
particular transaction or of the overall responsibilities of the Adviser with
respect to the accounts as to which it exercises investment discretion.
(b) The Adviser may execute transactions through itself and its
affiliates on a securities exchange provided that the commissions paid by the
Trust are "reasonable and fair" compared to commissions received by other
brokers having comparable execution capability and provided that the
transactions are effected pursuant to procedures established by the Board of
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<PAGE>
Trustees of the Trust. An affiliated broker may transmit, clear and settle
transactions for the Trust that are executed on a securities exchange provided
that the affiliated broker arranges for unaffiliated brokers to execute the
transactions.
(c) Notwithstanding the foregoing, the Board of Trustees
periodically shall review the commissions paid by the Trust and determine
whether those commissions were reasonable in relation to the brokerage and
research services received. In addition, the Board of Trustees of the Trust, in
its discretion, may instruct the Adviser to effect all or a portion of its
securities transactions with one or more brokers and/or dealers selected by the
Board of Trustees, if it determines that the use of such brokers and/or dealers
is in the best interest of the Trust.
(d) When the Adviser deems the purchase or sale of a security to be
in the best interest of the Trust as well as other customers, the Adviser, to
the extent permitted by applicable law, may aggregate the securities to be so
sold or purchased in order to obtain the best execution or lower brokerage
commissions. The Adviser also may purchase or sell a particular security for one
or more customers in different amounts. Allocation of the securities purchased
or sold in either manner, as well as the expenses incurred in the transactions,
will be made by the Adviser in a manner that is equitable and consistent with
applicable law and regulations and with its fiduciary obligations to the Trust
and to such other customers.
5. Expenses.
(a) The Adviser shall furnish at its own expense all office space,
office facilities, equipment and personnel necessary or appropriate to the
performance of its duties under this Agreement. The Adviser also shall pay the
salaries and fees of all personnel of the Trust or the Adviser performing
services related to the Adviser's duties under this Agreement.
(b) It is understood that the Trust will pay all of its expenses and
liabilities, including compensation of its independent Trustees; taxes and
governmental fees; interest charges; fees and expenses of the Trust's
independent auditors and legal counsel; trade association membership dues; fees
and expenses of any custodian (including safekeeping of funds and securities,
maintenance of books and accounts and calculation of the net asset value of
beneficial interests of the Series), transfer agent and registrar and dividend
disbursing agent of the Trust; expenses of preparing and mailing reports to
investors and regulatory agencies; expenses relating to the issuance,
registration and qualification of shares of the Series, and the preparation,
printing and mailing of prospectuses for such purposes; insurance premiums;
brokerage and other expenses of executing portfolio transactions; expenses of
investors' and Trustees' meetings; organization expenses; and extraordinary
expenses.
6. Compensation of the Adviser. In consideration of the services to be
rendered by the Adviser under this Agreement, the Trust shall pay the Adviser a
fee accrued daily and paid monthly from the Series at an annual rate equal to
that specified in Exhibit A to this Agreement for the Series' average daily net
assets. The fee for any period in which the Adviser serves as investment adviser
pursuant to this Agreement for less than one full month shall be paid for that
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<PAGE>
portion of the month accrued. For purposes of calculating fees, the value of the
net assets of the Series shall be computed in the manner specified in its
Registration Statement on Form N-1A.
7. Services to Others. The services of the Adviser to the Trust are not
to be deemed exclusive, and the Adviser is free to render services to others and
to engage in other activities, provided, however, that those services and
activities do not adversely affect the Adviser's ability to perform its
obligations under this Agreement.
8. Books, Records, and Information. The Adviser shall provide the Trust
with all records concerning the Adviser's activities that the Trust is required
by law to maintain. Any records required to be maintained and preserved pursuant
to the provisions of Rule 31a-l and Rule 31a-2 under the Investment Company Act
which are prepared or maintained by the Adviser on behalf of the Trust are the
property of the Trust and will be surrendered promptly to the Trust on request.
The Trust also shall comply with all reasonable requests for information by the
Trust's officers or Board of Trustees, including information required for the
Trust's filings with the Securities and Exchange Commission and state securities
commissions.
9. Limitations on Liability.
(a) The Adviser hereby is notified expressly of the limitation of
shareholder liability as set forth in the Trust Instrument and agrees that any
obligation of the Trust or the Series arising in connection with this Agreement
shall be limited in all cases to the Series and its assets, and the Adviser
shall not seek satisfaction of any such obligation from any Trustee or
shareholder of the Series.
(b) The Adviser shall give the Trust the benefit of its best
judgment and efforts in rendering services under this Agreement. In the absence
of willful malfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Adviser, the Adviser shall
not be liable to the Trust or to any shareholder of the Series for any act or
omission in the course of, or connected with, rendering services under this
Agreement or for any losses that may be sustained in the purchase, holding or
sale of any security. The liability of the Adviser hereunder shall be joint, but
not several.
10. Effective Date; Termination; Amendments.
(a) This Agreement shall be effective as of the date hereof and
unless terminated sooner as provided herein, shall continue until July 31, 1999.
Thereafter, unless terminated sooner as provided herein, this Agreement shall
continue in effect as to the Series for successive annual periods, provided that
such continuance is specifically approved at least annually by the vote of a
majority of the Board of Trustees of the Trust who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such continuance, and either: (i) the vote
of a majority of the outstanding voting securities of the Series; or (ii) the
vote of a majority of the full Board of Trustees.
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(b) This Agreement may be terminated at any time, without the
payment of any penalty, either by: (i) the Trust, by action of the Board of
Trustees or by vote of a majority of the outstanding voting securities of the
Series, on 60 days' written notice to the Adviser; or (ii) the Adviser, on 90
days' written notice to the Trust. This Agreement shall terminate immediately in
the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved
by the vote of a majority of the outstanding voting securities of the Series or
by vote of a majority of the Board of Trustees of the Trust who are not parties
to this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at
least annually," "majority of the outstanding voting securities," "interested
persons" and "assignment" shall have the same meanings as such terms have in the
Investment Company Act and the regulations thereunder.
11. Governing Law. This Agreement shall be construed in accordance with
the laws of the Commonwealth of Massachusetts without giving effect to the
choice of law provisions thereof, to the extent that such laws are consistent
with provisions of the Investment Company Act and the regulations thereunder.
12. Miscellaneous. The captions in this Agreement are included for the
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. Should any
part of this Agreement be held or made invalid by a court decision, statute,
regulation, or otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding and shall inure to the benefit of the
parties hereto and their respective successors, to the extent permitted by law.
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IN WITNESS WHEREOF, the Trust and the Adviser have caused this
Agreement to be executed and delivered in their names and on their behalf by the
undersigned, duly authorized officers, all as of the day and year first above
written.
EXCELSIOR INSTITUTIONAL TRUST
By:_________________________________
Name:_______________________________
Title:______________________________
UNITED STATES TRUST COMPANY
OF NEW YORK
By:_________________________________
Name:_______________________________
Title:______________________________
U.S. TRUST COMPANY OF
CONNECTICUT
By:_________________________________
Name:_______________________________
Title:______________________________
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<PAGE>
Exhibit A
to Investment
Advisory Agreement
SCHEDULE OF SERIES AND FEES UNDER INVESTMENT
ADVISORY AGREEMENT
Annual Fee (as a percentage of the
average daily net assets of the
Series Names Series)
- ------------ -----------------------------------
Excelsior Institutional
International Equity Fund 1.00%
A-7
<PAGE>
PRELIMINARY COPY
----------------
EXCELSIOR INSTITUTIONAL TRUST
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF EXCELSIOR
INSTITUTIONAL TRUST (THE "TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS
OF THE TRUST'S INTERNATIONAL EQUITY FUND (THE "FUND") TO BE HELD ON DECEMBER 28,
1998, AT 10:00 A.M. (EASTERN TIME), AT THE OFFICES OF UNITED STATES TRUST
COMPANY OF NEW YORK, 114 WEST 47TH STREET, NEW YORK, NEW YORK 10036.
THE UNDERSIGNED HEREBY APPOINTS FRANK BRUNO, IRENE WEIS, MICHAEL P.
MALLOY AND DANIEL A. MOONAY, AND EACH OF THEM, WITH FULL POWER OF SUBSTITUTION,
AS PROXIES OF THE UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL MEETING, AND
AT ALL ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF BENEFICIAL INTEREST
REPRESENTING INTERESTS IN THE FUND HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER
9, 1998, THE RECORD DATE FOR THE MEETING, UPON THE FOLLOWING MATTER AND UPON ANY
OTHER MATTER THAT MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Proposal to approve a new investment advisory agreement for the Fund
among the Trust, United States Trust Company of New York and U.S. Trust
Company of Connecticut.
For Against Abstain
(2) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSAL.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
- -------------------------------------- -------------------------------------
SIGNATURE DATE SIGNATURE (JOINT OWNERS) DATE
