-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QCJWO3Kn6yLv23FwcLE3tqzQCrarty5KXpGTRMC6xokdmXc3BXaGB38CPpsq1dzt 1MCgpc1XC14B5nndLMNfzg== 0000950116-02-001177.txt : 20020516 0000950116-02-001177.hdr.sgml : 20020516 20020516154939 ACCESSION NUMBER: 0000950116-02-001177 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020620 FILED AS OF DATE: 20020516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 1838 BOND DEBENTURE TRADING FUND CENTRAL INDEX KEY: 0000030125 IRS NUMBER: 231745238 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-02201 FILM NUMBER: 02654974 BUSINESS ADDRESS: STREET 1: 100 MATSONFORD RD STE 320 STREET 2: FIVE RADNOR CORP CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 2152934300 MAIL ADDRESS: STREET 1: 1100 NORTH MARKET ST STREET 2: 1100 NORTH MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19801-1246 FORMER COMPANY: FORMER CONFORMED NAME: DREXEL INCOME SECURITIES INC DATE OF NAME CHANGE: 19711102 FORMER COMPANY: FORMER CONFORMED NAME: DREXEL BOND DEBENTURE TRADING FUND DATE OF NAME CHANGE: 19890511 DEF 14A 1 def14a.txt DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 ss.240-14a-11(c) or ss.240-14a-12 1838 BOND-DEBENTURE TRADING FUND - ----------------------------------------------------------------------------- (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)(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 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.: --------------------------------------------------------------------------- 3) Filing Party: --------------------------------------------------------------------------- 4) Date Filed: --------------------------------------------------------------------------- 1838 Bond-Debenture Trading Fund -------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS JUNE 20, 2002 -------------------- King of Prussia, Pennsylvania May 16, 2002 TO THE SHAREHOLDERS OF 1838 BOND-DEBENTURE TRADING FUND: The Annual Meeting of Shareholders of 1838 Bond-Debenture Trading Fund (the "Fund") will be held on June 20, 2002 at 9:00 a.m. Eastern Time, at the Fund's executive offices, 2701 Renaissance Boulevard, Fourth Floor, King of Prussia, PA, 19406, for the following purposes: (1) the election of four directors; (2) to transact such other business as may properly come before the meeting and any adjournments thereof. The subjects referred to above are discussed in detail in the Proxy Statement attached to this notice. Each shareholder is invited to attend the Annual Meeting of Shareholders in person. Shareholders of record at the close of business on May 2, 2002 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 without additional expense and a maximum number of shares may be voted. For your convenience, you may also vote your shares electronically through the Internet or by telephone. Instructions for both options are included on the enclosed proxy card. ANNA M. BENCROWSKY Secretary - -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE. PLEASE INDICATE YOUR VOTING INSTRUCTIONS EITHER ELECTRONICALLY, BY TELEPHONE OR DIRECTLY ON THE ENCLOSED PROXY CARD. DATE AND SIGN THE CARD AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND AND TO 1838 INVESTMENT ADVISORS, LLC OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN VOTING ELECTRONICALLY, TELEPHONING OR MAILING YOUR PROXY PROMPTLY. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE. - -------------------------------------------------------------------------------- 1838 Bond-Debenture Trading Fund 2701 Renaissance Boulevard, Fourth Floor, King of Prussia, PA 19406 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 20, 2002 This statement is furnished in connection with the solicitation of proxies by the Board of Directors of 1838 Bond-Debenture Trading Fund (the "Fund") for use at the Annual Meeting of Shareholders (the "Annual Meeting") to be held at 2701 Renaissance Boulevard, Fourth Floor, King of Prussia, PA, 19406, on June 20, 2002 at 9:00 a.m. Eastern Time. Proxies may be solicited by mail, telephone, telegraph and personal interview. The Fund has also requested brokers, dealers, banks or voting trustees, or their nominees to forward proxy material to the beneficial owners of stock of record. The enclosed proxy is revocable by you at any time prior to the exercise thereof by submitting a written notice of revocation or subsequently executed proxy to the Secretary of the meeting. Voting electronically, telephoning or signing and mailing the proxy will not affect your right to give a later proxy or to attend the meeting and vote your shares in person. The cost of soliciting proxies will be paid by the Fund. This statement and accompanying proxy form are expected to be distributed to shareholders on or about May 16, 2002. THE PERSONS NAMED IN THE ACCOMPANYING PROXY WILL VOTE THE NUMBER OF SHARES REPRESENTED THEREBY AS DIRECTED OR, IN THE ABSENCE OF SUCH DIRECTION, FOR ALL OF THE NOMINATED DIRECTORS, AND TO TRANSACT SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. On May 2, 2002, the date for determination of shareholders entitled to receive notice of and to vote at the Annual Meeting, or any adjournment thereof, there were issued and outstanding 3,673,258 shares of Common Stock of the Fund, each entitled to one vote, constituting all of the Fund's then outstanding securities. A majority of the Fund's outstanding shares entitled to vote shall constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is present, a plurality of all votes cast at the meeting is sufficient for the election of Directors, which means that the candidates receiving the highest number of votes shall be elected. Abstentions and broker non-votes will not be counted for or against any proposal to which they relate, but will be counted for purposes of determining whether a quorum is present. The Fund will furnish, without charge, a copy of its annual report for its fiscal year ended March 31, 2002 to any shareholder requesting such report. Requests for the annual report should be made in writing to the Fund at the address set forth above or by calling the Fund at 1-877-367-1838. ELECTION OF DIRECTORS Four directors are to be elected at the Annual Meeting to be the entire Board of Directors, and to hold office until the next annual meeting or until their successors shall have been elected and shall have qualified. If authority is granted on the accompanying proxy to vote in the election of directors, it is the intention of the persons named in the proxy to vote at the Annual Meeting for the election of the nominees named below, each of whom has consented to being named in this proxy statement and to serve if elected. If any of the nominees is unavailable to serve for any reason, the persons named as proxies will vote for such other nominee or nominees nominated by the independent Directors. The Fund currently knows of no reason why any of the nominees listed below would be unable or unwilling to serve if elected. All of the nominees are currently directors of the Fund, whose term expires on the date of the Annual Meeting or when their successors are elected and qualify. Certain information regarding each of the nominees as well as the current directors and executive officers of the Fund is set forth below. Nominee for Director - "Interested Person"
Number of Portfolios in Position Year First Principal Fund Complex Other Name, Address and Held with Became Occupation Overseen by Directorships Age Fund Director for Past 5 Years Director Held by Director --- ---- -------- ---------------- -------- ---------------- W. Thacher Brown* Director 1988 President of MBIA 4** Director, 1838 2701 Renaissance Asset Management Investment Blvd., Fourth Floor, LLC; President and Advisors Funds; King of Prussia, PA Director of 1838 Airgas, Inc.; and 19406 Investment Harleysville 54 Advisors, LLC; Mutual Insurance Chartered Financial Company. Analyst.
Nominee for Director - "Independent Persons"
Number of Portfolios in Position Year First Principal Fund Complex Other Name, Address and Held with Became Occupation Overseen by Directorships Age Fund Director for Past 5 Years Director Held by Director --- ---- -------- ---------------- -------- ---------------- John Gilray Christy Director 1983 Chairman, Chestnut 1 Director, Echo Bay P.O. Box 22 Capital Corporation Mines, Ltd. and Flourtown, PA 19031 (investment firm). The Philadelphia 69 Contributionship.
Number of Portfolios in Position Year First Principal Fund Complex Other Name, Address and Held with Became Occupation Overseen by Directorships Age Fund Director for Past 5 Years Director Held by Director --- ---- -------- ---------------- -------- ---------------- Morris Lloyd, Jr. Director 1989 Regional Director, 1 None 2701 Renaissance Blvd. Trinity College. King of Prussia, PA 19406 64 J. Lawrence Shane Director 1974 Retired (former 1 None 2701 Renaissance Blvd. Vice Chairman of King of Prussia, PA Scott Paper Company) 19406 67
Current Directors and Officers
Principal Name, Address and Position with Position Occupation Age Fund Since for Past 5 Years --- ---- ----- ---------------- W. Thacher Brown* See "Nominees for Directors" above John Gilray Christy See "Nominees for Directors" above Morris Lloyd, Jr. See "Nominees for Directors" above J. Lawrence Shane See "Nominees for Directors" above John H. Donaldson President 1990 President of the Fund and an 2701 Renaissance Blvd. employee of 1838 Investment King of Prussia, PA 19046 Advisors, LLC; Chartered Financial 48 Analyst. Anna M. Bencrowsky Vice President and 1988 (Vice President) Vice President and Chief Compliance 2701 Renaissance Blvd. Secretary 1996 (Secretary) Officer, 1838 Investment Advisors, King of Prussia, PA 19046 LLC; Vice President, Treasurer and 51 Secretary of the 1838 Investment Advisors Funds.
Principal Name, Address and Position with Position Occupation Age Fund Since for Past 5 Years --- ---- ----- ---------------- Clifford D. Corso Vice President 1998 Managing Director and Head of Fixed MBIA Capital Income, 1838 Investment Advisors, Management Corp. LLC; President and Senior Portfolio 113 King Street Manager, MBIA Capital Management Armonk, NY 10504 Corp.; Managing Director and Chief 40 Investment Officer, MBIA Insurance Corporation.
- ------------------ * Mr. Brown is an "interested person" (as defined in the Investment Company Act of 1940) of the Fund because he is an officer, director and owns shares of the Fund's investment adviser, is an employee of the Fund's investment adviser and is a director of the Fund. ** Mr. Brown oversees the Fund and the 3 portfolios of 1838 Investment Advisors Trust, which has the same investment adviser as the Fund. The Board of Directors of the Fund held 6 regular meetings during the Fund's fiscal year ended March 31, 2002. Each independent director attended all meetings of the Board of Directors and each committee of which he was a member. Mr. Brown, an interested director of the Fund, attended 6 meetings. The Board of Directors has formed an Audit Committee, but does not at present have a nominating or compensation committee. The Board has adopted a written charter for the Audit Committee, which became effective December 16, 1999. The charter is attached hereto as Appendix I. The Audit Committee of the Board currently consists of Messrs. Christy, Lloyd and Shane, none of whom is an "interested person" of the Fund. Each member of the Audit Committee also is an "independent" member, as that term is defined by the New York Stock Exchange's listing standards. The Audit Committee reviews the scope of the audit by the Fund's independent accountants, confers with the accountants with respect to the audit and the internal accounting controls of the Fund and with respect to such other matters as may be important to an evaluation of the audit and the financial statements of the Fund, and makes recommendations with respect to the selection of accountants for the Fund. During the fiscal year ended March 31, 2002, the Audit Committee met once and has reviewed and discussed the Fund's audited financial statements with Fund management. Further, the Audit Committee has discussed with PricewaterhouseCoopers ("PwC"), the Fund's independent accountants, the matters required to be discussed by SAS 61 (regarding audit standards). The Audit Committee has received the written disclosures and a letter from PwC required by Independence Standards Board Standard No. 1 (regarding auditor independence), and has discussed with PwC the independence of PwC. Based upon the foregoing, the Audit Committee recommended to the full Board of Directors that the audited financial statements of the Fund be included in the Fund's annual report to shareholders for filing with the U.S. Securities and Exchange Commission for the fiscal year ended March 31, 2002. The Fund pays those directors who are not "interested persons" of the Fund $1,500 per quarter in addition to $750 for each meeting of the Board and $750 for each committee meeting, if held separately, attended by him, plus reimbursement for expenses. Such fees totaled $29,250 for the fiscal year ended March 31, 2002. The aggregate compensation paid by the Fund to each of its directors serving during the fiscal year ended March 31, 2002 is set forth in the compensation table below. Mr. Brown serves on the Board of the Fund and on the Board of 1838 Investment Advisors Funds, a registered investment company advised by 1838 Investment Advisors, LLC (collectively, the "Fund Complex"). Mr. Brown receives no direct compensation for his services on either Board. None of the other directors serves on the Board of any other registered investment company to which the Fund's investment adviser or an affiliated person of the Fund's investment adviser provides investment advisory services. Director Compensation
Pension or Retirement Total Compensation Aggregate Benefits Accrued Estimated Annual From Fund and Fund Name of Person and Compensation as Part of Fund Benefits Upon Complex Paid to Position with Fund from the Fund Expenses Retirement Directors - ------------------ ------------- -------- ---------- --------- W. Thacher Brown* $ 0 $0 $0 $ 0 Director John Gilray Christy $9,750 $0 $0 $9,750 Director Morris Lloyd, Jr. $9,750 $0 $0 $9,750 Director J. Lawrence Shane $9,750 $0 $0 $9,750 Director
- ------------------ * "Interested person" of the Fund as defined by Section 2(a)(19) of the Investment Company Act of 1940. Ownership of Fund Securities* Interested Director and Executive Officers
Dollar Range of Equity Securities Dollar Range of Equity in All Funds Name Securities in the Fund Overseen in a Family of Funds*** ---- ---------------------- ----------------------------- W. Thacher Brown $50,000 - $100,000 Over $100,000 John H. Donaldson** $10,000 - $50,000 $10,000-$50,000 Anna M. Bencrowsky $50,000 - $100,000 Over $100,000 Clifford D. Corso $0 $0 Independent Directors John Gilray Christy** $50,000 - $100,000 $50,000 - $100,000 Morris Lloyd, Jr. $1-$10,000 $1-$10,000 J. Lawrence Shane $0 $0
- ------------------ * As of May 2, 2002 ** Mr. Christy's shares are owned jointly with his wife. Some of Mr. Donaldson's shares are owned by his wife for the benefit of a minor child. *** Mr. Brown and Mrs. Bencrowsky own shares of the Fund, and shares of portfolios of 1838 Investment Advisors Trust. None of the independent Directors, and no immediate family member of any independent Director, owns securities of the Fund's investment adviser, or any control person of the Fund's investment adviser. As of May 2, 2002, directors and executive officers (7 persons) beneficially owned an aggregate of less than 1% of the Fund's outstanding shares on that date. THE BOARD OF DIRECTORS RECOMMENDS THAT THE FUND'S SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR. ADDITIONAL INFORMATION 1838 Investment Advisors, LLC, 2701 Renaissance Blvd., Fourth Floor, King of Prussia, PA, 19406, serves as the Fund's investment adviser and administrator. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS As of May 2, 2002, there were no persons known by the Fund to own beneficially more than 5% of the outstanding voting shares of the Fund, and all directors and officers of the Fund as a group beneficially owned less than 1% of the outstanding voting shares of the Fund. SHAREHOLDER PROPOSALS Proposals intended to be presented by shareholders for consideration at the year 2003 Annual Meeting of Shareholders must be received by the Secretary of the Fund no later than February 5, 2003 in order to be included in the proxy statement for that meeting. OPEN MATTERS The management does not know of any matters to be presented at the Annual Meeting other than those mentioned in this Proxy Statement. If any other business should come before the meeting, the proxies will vote thereon in accordance with their best judgment. By Order of the Directors, Anna M. Bencrowsky Secretary Dated: May 16, 2002 1838 Bond-Debenture Trading Fund IF YOU CANNOT ATTEND THE ANNUAL MEETING, IT IS REQUESTED THAT YOU VOTE ELECTRONICALLY, BY TELEPHONE OR THAT YOU COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED SO THAT THE MEETING MAY BE HELD AND ACTION TAKEN ON THE MATTERS DESCRIBED HEREIN WITH THE GREATEST POSSIBLE NUMBER OF SHARES PARTICIPATING. APPENDIX I BOND-DEBENTURE TRADING FUND AUDIT COMMITTEE CHARTER ----------------------- 1. The Audit Committee shall consist of at least three Directors and shall be composed entirely of independent Directors, as defined in the Investment Company Act of 1940. 2. The purposes of the Audit Committee are: a. to oversee the accounting and financial reporting policies and practices of 1838 Bond-Debenture Trading Fund (the "Fund"), its internal controls and, as appropriate, the internal controls of certain service providers; b. to oversee the quality and objectivity of the Fund's financial statements and the independent audit thereof; and c. to act as a liaison between the Fund's independent auditors and the full Board of Directors. The function of the Audit Committee is oversight; it is management's responsibility to maintain appropriate systems for accounting and internal control, and the auditor's responsibility to plan and carry out a proper audit.*** 3. To carry out its purposes, the Audit Committee shall have the following duties and powers: a. to recommend the selection, retention or termination of auditors and, in connection therewith, to evaluate the independence of the auditors and to receive the auditors' specific representation as to their independence; b. to meet with the Fund's independent auditors, including private meetings, as necessary (i) to review the arrangements for and scope of the annual audit and any special audits; (ii) to discuss any matters of concern relating to the Fund's financial statements, including any adjustments to such statements recommended by the auditors, or other results of said audit(s); (iii) to consider the auditors' comments with respect to the Fund's financial policies, procedures, and internal accounting controls and management's responses thereto; and (iv) to review the opinion the auditors render or propose to render to the Board and shareholders. c. to consider the effect upon the Fund of any changes in accounting principles or practices proposed by management or the auditors; d. to review the fees charged by the auditors for audit and non-audit services; e. to investigate improprieties or suspected improprieties in fund operations; and I-1 f. to report the Committee's activities to the full Board on a regular basis and to make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate. 4. The Committee shall meet on a regular basis and is empowered to hold special meetings as circumstances require. 5. The Committee shall meet at least annually with management of the Fund and with the Fund's independent public accountants to discuss any issues arising from the Committee's oversight obligations. 6. The Committee shall meet at least annually with the independent public accountants (outside the presence of management) to discuss any issues arising from the Committee's oversight obligations. 7. The Committee shall meet at least annually with management (outside the presence of the independent public accountants) to discuss management's evaluation of the work performed by the independent public accountants and the appropriateness of their fees. 8. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the Fund. 9. The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors. I-2 X Please mark your votes as in this example. 1. Election of Directors: / / FOR all nominees listed / / WITHHOLD authority to (except as indicated to vote for all nominees the contrary below) listed hereon. For, except vote withheld from the following nominee(s): NOMINEES: 01. W. Thacher Brown, 02. John Gilray Christy, 03. Morris Lloyd, Jr. and 04. J. Lawrence Shane INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided. - ------------------------------------------------------------------------------- 2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. FOR / / AGAINST / / ABSTAIN / / Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, ad-ministrator, trustee or guardian, please give full title as such. SIGNATURE(S) DATE ------------------------------------------ ----------------- PROXY 1838 Bond-Debenture Trading Fund Dear Shareholder: 1838 Bond-Debenture Trading Fund encourages you to take advantage of new and convenient ways to vote your shares. You can vote your shares electronically through the Internet or the telephone, 24 hours a day, 7 days a week. This eliminates the need to return the proxy card. To vote your shares by these means, please use the control number printed in the box above, just below the perforation. The series of numbers that appear in the box above must be used to access the system. To ensure that your vote will be counted, please cast your Internet or telephone vote before 12:00 a.m. on June 20, 2002. 1. To vote over the Internet: * Log on the Internet and go to the web site http://www.eproxyvote.com/bdf 2. To vote by Telephone: * On a touch-tone telephone call 1-877-PRX-VOTE (1-877-779-8683) * Outside of the U.S. and Canada call 201-536-8073 Your electronic vote authorizes the named proxies in the same manner as if you marked, signed, dated and returned the proxy card. If you choose to vote your shares electronically, there is no need for you to mail back your proxy card. Your vote is important. Thank you for voting. PROXY SOLICITED BY THE BOARD OF DIRECTORS OF 1838 BOND-DEBENTURE TRADING FUND The undersigned hereby appoints John H. Donaldson and W. Thacher Brown, each of them attorneys, with full powers of substitution and revocation, to attend the Annual Meeting of Shareholders of 1838 Bond-Debenture Trading Fund on June 20, 2002 and any adjournments thereof and thereat to vote all shares which the undersigned would be entitled to vote if personally present, upon the following matters, as set forth in the Notice of Annual Meeting of Shareholders, and upon such other business as may properly come before the meeting or any adjournment thereof. If more than one of said attorneys or their respective substitutes shall be present and vote at said meeting or any adjournment thereof, a majority of them so present and voting (or if only one be present and voting, then that one) shall have and exercise all the powers hereby granted. The undersigned revokes any proxy or proxies heretofore given to vote such shares at said meeting or any adjournment thereof. ALL PROXIES WILL BE VOTED, AND WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS NOTED HEREON. IF INSTRUCTIONS ARE NOT GIVEN, THIS PROXY WILL BE TREATED AS GRANTING AUTHORITY TO VOTE IN FAVOR OF THE ELECTION OF ALL OF THE NOMINATED DIRECTORS AND WILL BE VOTED FOR ITEM 2. You are encouraged to specify your choices by marking the appropriate boxes on the reverse side, but you need not mark any box with regard to a particular proposal if you wish to vote FOR such proposal. The Proxies cannot vote your shares unless you sign and return this card. SEE REVERSE SIDE -----END PRIVACY-ENHANCED MESSAGE-----