-----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, SZrwt/fCaL7rIb0PXvwJBTDA9UKrjQj/HwaLhy4HmS1ke5Btb4CirOURw689zLOg 16Hzb4COcSsduSlAYT+DNg== 0000825202-00-000003.txt : 20000411 0000825202-00-000003.hdr.sgml : 20000411 ACCESSION NUMBER: 0000825202-00-000003 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000426 FILED AS OF DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYCE OTC MICRO CAP FUND INC CENTRAL INDEX KEY: 0000912147 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133739778 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-08030 FILM NUMBER: 582268 BUSINESS ADDRESS: STREET 1: C/O MITCHELL HUTCHINS ASSET MANAGEMENT STREET 2: 1414 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127138392 MAIL ADDRESS: STREET 1: ROYCE OTC MICRO -CAP FUND INC STREET 2: 1285 AVE OF THE AMERICAS 16TH FLR CITY: NEW YORK STATE: NY ZIP: 10019 DEF 14A 1 ROYCE MICRO-CAP TRUST, INC. PROXY STATEMENT 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 Section 240.14a-11(c) or Section 240.14a-12 ROYCE MICRO-CAP TRUST, INC. (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: NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ROYCE MICRO-CAP TRUST, INC. To the Stockholders of ROYCE MICRO-CAP TRUST, INC. NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ROYCE MICRO-CAP TRUST, INC. (the "Fund") will be held at the offices of the Fund, 1414 Avenue of the Americas, New York, New York, on April 26, 2000 at 3:30 p.m. (E.T.), for the following purposes: 1. To elect a board of six directors, four to be elected by the holders of both the Fund's Common Stock and its 7.75% Cumulative Preferred Stock (the "Preferred Stock") voting together as a single class, and two to be elected only by the holders of the Fund's Preferred Stock. 2. To ratify the selection of Tait, Weller & Baker as independent public accountants of the Fund for the year ending December 31, 2000. 3. To transact such other business as may come before the meeting or any adjournment thereof. The Board of Directors has fixed the close of business on March 16, 2000 as the record date for the determination of those stockholders entitled to vote at the meeting, and only holders of record at the close of business on that day will be entitled to vote. The Fund's Annual Report to Stockholders for the year ended December 31, 1999 was previously mailed to stockholders, and copies of it are available upon request, without charge, by writing to the Fund at 1414 Avenue of the Americas, New York, New York 10019, calling toll free at 1-800-221-4268, or e- mailing the Fund at funds@roycenet.com. IMPORTANT To save the Fund the expense of additional proxy solicitation, if you do not now expect to be present at the meeting, please insert your instructions on the enclosed Proxy, date and sign it and return it in the enclosed envelope (which requires no postage if mailed in the United States). The Proxy is solicited on behalf of the Board of Directors, is revocable and will not affect your right to vote in person in the event that you attend the meeting. By order of the Board of Directors, John E. Denneen Secretary March 28, 2000 ANNUAL MEETING OF STOCKHOLDERS OF ROYCE MICRO-CAP TRUST, INC. 1414 Avenue of the Americas New York, New York 10019 Wednesday, April 26, 2000 _____________________________ PROXY STATEMENT _____________________________ Accompanying this Proxy Statement is a Notice of Annual Meeting of Stockholders and a form of Proxy for the meeting, solicited on behalf of the directors of Royce Micro-Cap Trust, Inc. (the "Fund"). The Proxy may be revoked at any time before it is exercised by written instructions to the Fund or by filing a new Proxy with a later date, and any stockholder attending the meeting may vote in person, whether or not he or she has previously filed a Proxy. Shares represented by all properly executed Proxies received in time for the meeting will be voted. Unless authority to vote for all nominees or for an individual nominee pursuant to Proposal 1 is specifically withheld, the Proxy will be voted for the election of all of the persons nominated by the Board of Directors to become directors. Where a stockholder has specified a choice on the Proxy with respect to Proposal 2 in the Notice of Annual Meeting, his or her shares will be voted accordingly. If no directions are given, the stockholder's shares will be voted in favor of the Proposal. The cost of soliciting proxies will be borne by the Fund, which will reimburse brokerage firms, custodians, nominees and fiduciaries for their expenses in forwarding proxy material to the beneficial owners of the Fund's shares. Some officers and employees of the Fund and/or Royce & Associates, Inc. ("Royce"), the Fund's investment adviser, may solicit Proxies personally and by telephone, if deemed desirable. On March 16, 2000, the record date for the meeting, there were 13,755,987 shares of Common Stock and 1,600,000 shares of Preferred Stock of the Fund outstanding. Stockholders entitled to vote are those of record on that date. Shares of both the Common Stock and the Preferred Stock are entitled to one vote on each item of business at the meeting. Stockholders vote at the Annual Meeting by casting ballots (in person or by proxy) which are tabulated by one or two persons, appointed by the Board of Directors before the meeting, who serve as Inspectors and Judges of Voting at the meeting and who have executed an Inspectors and Judges Oath. Neither abstentions nor broker non-votes are counted in the tabulation of such votes. The following persons were known to the Fund to be beneficial owners or owners of record of 5% or more of its outstanding shares of Common Stock and Preferred Stock as of the record date. Class Amount and Nature Percentage Name and Address of Owner of Stock of Ownership of Class - ------------------------- -------- ----------------- ---------- Charles M. Royce Common 921,881 shares-- 6.7% 1414 Avenue of the Americas Beneficial (sole voting New York, NY 10019 and investment power) Cede & Co.* Common 13,184,853 shares-Record* 95.8% Depository Trust Company 7 Hanover Square-23rd Floor Preferred 1,592,991 shares-Record* 99.6% New York, NY 10004 * Shares held by brokerage firms, banks and other financial intermediaries on behalf of their beneficial owners are registered in the name of Cede & Co.. SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
Common Preferred Proposal Stockholders Stockholders - -------- ------------ ------------ 1 Common and Preferred Stockholders, Preferred Stockholders, voting together as a single class, elect voting as a separate class, 4 directors elect 2 additional directors 2 Common and Preferred Stockholders, voting together as a single class
1. ELECTION OF DIRECTORS (Proposal 1) At the meeting, it is proposed to elect six directors, each director to hold office until the next Annual Meeting of Stockholders and until his successor shall have been elected and qualified. The holders of both the Common Stock and the Preferred Stock, voting together as a single class, are entitled to elect four directors. The holders of the Preferred Stock, voting as a separate class, are entitled to elect the remaining two directors. The Fund's Board of Directors has nominated the following six persons, each of whom has served as a director since the Fund's inception in 1993 (except for John D. Diederich, who has served as a director since June 1997, and Donald R. Dwight, who has served as a director since June 1998), to become directors of the Fund. Certain information concerning them is set forth below. Each of these persons has agreed to serve if elected, and the Fund's management has no reason to believe that any of them will be unavailable for election as a director. However, if any of them become unwilling or unable to serve, the persons named in the accompanying form of Proxy will vote for the election of such other persons, if any, as the Board of Directors may nominate. Positions With Name Age The Fund Elected By ---- --- -------------- ---------- Charles M. Royce 60 Director, President Common and and Treasurer Preferred John D. Diederich 48 Director and Vice Preferred only President Donald R. Dwight 68 Director Common and Preferred Richard M. Galkin 61 Director Common and Preferred Stephen L. Isaacs 60 Director Common and Preferred David L. Meister 60 Director Preferred only A total of 5 meetings of the Board of Directors were held during the year ended December 31, 1999, and each director attended 75% or more of the meetings held during the period in which he served. The Board of Directors has an Audit Committee, comprised of Donald R. Dwight, Richard M. Galkin, Stephen L. Isaacs and David L. Meister, which is responsible for, among other things, recommending the selection and nomination of the Fund's independent auditors and for conducting post-audit reviews of its financial condition with the auditors. Mr. Galkin serves as Chairman of the Audit Committee. The Audit Committee has adopted a written charter which sets forth its composition, purposes and responsibilities and is attached as Exhibit A to this Proxy Statement. The Audit Committee held two meetings during the year ended December 31, 1999, and each member of the Audit Committee attended both of the meetings. The Board of Directors does not have any compensation or nominating committees. There are no family relationships between any of the Fund's directors and officers. As of the record date, the Fund's directors beneficially owned the following shares of its Common Stock: Name of Director Amount Percentage of Class ---------------- ------ ------------------- Charles M. Royce...............921,881 shares 6.7% John D. Diederich..................585 shares - Donald R. Dwight...................300 shares - Richard M. Galkin .................515 shares - Stephen L. Isaacs .......................None - David L. Meister ........................None - Mr. Royce has sole voting power and sole investment power as to the shares beneficially owned by him. As of the record date, all directors and officers of the Fund as a group (10 persons) beneficially owned 947,505 shares of the Fund's Common Stock, constituting 6.9% of the class, and no shares of its Preferred Stock. Business Experience Set forth below is certain information as to the principal business experience of the Fund's directors during the past five years. Charles M. Royce is the President, Secretary, Treasurer and sole director and sole voting shareholder of Royce, the Fund's investment adviser. He has served as Royce's President, Treasurer and Chief Investment Officer for more than 25 years. Mr. Royce also manages three private investment partnerships through Royce Management Company ("RMC"), a registered investment adviser, of which he is the managing general partner. John D. Diederich has been the Director of Administration of The Royce Funds since April 1993 and President of Royce Fund Services, Inc. ("RFS"), the distributor of The Royce Fund's shares, since November 1995. Donald R. Dwight is President of Dwight Partners, Inc., corporate communications consultants. From 1982 until March 1998, he served as Chairman of Newspapers of New England, Inc. and is now its Chairman Emeritus. He is also a trustee of the registered investment companies constituting the Eaton Vance funds. Mr. Dwight's prior experience includes having served as Lieutenant Governor of the Commonwealth of Massachusetts and as President and Publisher of Minneapolis Star and Tribune Company. Richard M. Galkin is a private investor and the President of Richard M. Galkin Associates, Inc., tele-communications consultants. His prior business experience includes having served as President of Manhattan Cable Television (a subsidiary of Time Inc.), President of Havermills Inc. (another Time Inc. subsidiary), President of Rhode Island Cable Television and Senior Vice President of Satellite Television Corp. (a subsidiary of Comstat). Stephen L. Isaacs has been President of The Center for Health and Social Policy since September 1996 and President of Stephen L. Isaacs Associates, consultants. He was a Director of the Columbia University Development Law and Policy Program and a Professor at Columbia University until August 1996. David L. Meister became Chief Executive Officer of Seniorlife.com in December 1999. For seven years prior thereto, he was a consultant to the communications industry. His prior business experience includes having served as President of Financial News Network, Senior Vice President of HBO, President of Time-Life Films and Head of Broadcasting for Major League Baseball. Mr. Royce is also President and Treasurer of Royce Value Trust, Inc. ("RVT"), Royce Focus Trust, Inc. ("RFT"), The Royce Fund ("TRF") and Royce Capital Fund ("RCF"), registered management investment companies. Messrs. Royce, Dwight, Galkin, Isaacs and Meister are also directors/trustees of RVT, RFT, TRF and RCF. Mr. Diederich is also a director of RVT, a trustee of RCF and a Vice President of the Fund, RVT, RFT and RCF, and Mr. Royce is also the sole director and Secretary of RFS. Messrs. Royce and Diederich are "interested persons" of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940. Officers of the Fund Officers of the Fund are elected each year by the Fund's Board of Directors at its regular meeting in March. In addition to Messrs. Royce and Diederich, with respect to whom information is set forth above, the Fund's officers include the following: Jack E. Fockler, Jr., 41, Vice President of the Fund since 1995 and a Managing Director and Vice President of Royce. W. Whitney George, 41, Vice President of the Fund since 1995 and a Managing Director, Senior Portfolio Manager and Vice President of Royce. Daniel A. O'Byrne, 37, Vice President of the Fund since 1994 and a Vice President of Royce. John E. Denneen, 33, Secretary of the Fund since 1996 and Associate General Counsel of Royce. Remuneration of Directors Set forth below is the compensation paid by the Fund and the four other registered investment companies comprising The Royce Funds to each director for the year ended December 31, 1999. Aggregate Compensation Total Compensation From the Fund Director From the Fund and Other Royce Funds -------- ---------------------- -------------------------------- Charles M. Royce - - John D. Diederich - - Donald R. Dwight $7,500* $61,750* Richard M. Galkin 7,000 58,000 Stephen L. Isaacs 7,500 61,750 David L. Meister 7,500 61,750 * Includes $1,125 from the Fund ($9,187 from the Fund and other Royce Funds) deferred during 1999 at the election of Mr. Dwight under The Royce Funds' Deferred Compensation Plan for directors/trustees. Each of the Fund's non-affiliated directors receives a base fee of $5,000 per year plus $500 for each meeting of the Board of Directors attended. No director of the Fund received remuneration for services as a director for the year ended December 31, 1999 in addition to or in lieu of this standard arrangement. Vote Required A quorum consists of stockholders representing a majority of the outstanding shares of the Fund's Common Stock and/or Preferred Stock, as the case may be, entitled to vote who are present in person or by proxy, and a plurality of all of the votes cast at a meeting at which a quorum is present is sufficient to elect a director. The Board of Directors recommends a vote FOR all nominees. 2. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal 2) At the meeting, the stockholders will be asked to ratify the selection by the Board of Directors, including a majority of the directors who are not "interested persons" of the Fund, of Tait, Weller & Baker, independent accountants, to serve as the Fund's auditors for the year ending December 31, 2000. Tait, Weller & Baker has informed the Fund that neither Tait, Weller & Baker nor any of its partners has any direct or indirect financial interest in the Fund except as auditors and independent public accountants. A representative of Tait, Weller & Baker is not expected to be present at the meeting, but has been given an opportunity to make a statement if he so desires, and will be available should any matter arise requiring his participation. Vote Required Ratification of the selection of Tait, Weller & Baker as the independent public accountants of the Fund requires the affirmative vote of a majority of the outstanding shares of the Fund's Common Stock and Preferred Stock, voting together as a single class, present or represented at the meeting (assuming that more than 50% of the shares are present or represented). The Board of Directors recommends a vote FOR Proposal 2. 3. OTHER BUSINESS While the meeting has been called to transact any business that may properly come before it, the Directors know of no other business than the matters stated in Proposals 1 and 2 in the Notice of the Annual Meeting. However, if any additional matter properly comes before the meeting and on all matters incidental to the conduct of the meeting, it is the intention of the person or persons named in the enclosed Proxy to vote in accordance with their judgment on such matters. ADDITIONAL INFORMATION The address of Royce & Associates, Inc., the Fund's investment adviser, is 1414 Avenue of the Americas, New York, New York 10019. STOCKHOLDER PROPOSALS Proposals of stockholders intended to be presented at the Fund's 2001 Annual Meeting of Stockholders must be received by the Fund by November 28, 2000, for inclusion in the Fund's Proxy Statement and form of Proxy for that meeting. The Fund's Bylaws generally require advance notice be given to the Fund in the event a stockholder desires to nominate a person for election to the Board of Directors or to transact any other business from the floor at an annual meeting of stockholders. Notice of any such nomination or other business must be received in writing at the Fund's principal executive office not less than 15 calendar days before the annual meeting. PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE RCMT-PS-00 EXHIBIT A ROYCE MICRO-CAP TRUST, INC. AUDIT COMMITTEE CHARTER 1. The Audit Committee of the Board of Directors shall be composed entirely of independent directors. 2. The purposes of the Audit Committee are: (a) to oversee the Fund's accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain of its 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 auditors' 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, including whether the auditors provide any consulting services to the manager, and to receive the auditors' specific representations 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 the 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 form of opinion the auditors 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 (f) to report its 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 regularly meet with the President and the Treasurer of the Fund and with internal auditors, if any, for the management company. 6. 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. 7. The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors. COMMON STOCK ROYCE MICRO-CAP TRUST, INC. COMMON STOCK 1414 Avenue of the Americas New York, NY 10019 This Proxy is solicited on behalf of the Board of Directors. The undersigned, a Common Stockholder of Royce Micro-Cap Trust, Inc., hereby appoints Charles M. Royce and John E. Denneen, or either of them, acting in absence of the other, as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse, all shares of Common Stock of the Fund held of record by the undersigned on March 16, 2000, at the Annual Meeting of Stockholders to be held on April 26, 2000, or at any adjournment thereof. This Proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no direction is made, this Proxy will be voted FOR Proposals 1 and 2. PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Please sign exactly as your name(s) appear(s) on other side. When shares are held by joint tenants, both should sign. When signing as attorney, 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. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ X PLEASE MARK VOTES AS IN THIS EXAMPLE _____________________________________________ ROYCE MICRO-CAP TRUST, INC. COMMON STOCK _____________________________________________ With- For All For hold Except / / / / / / 1. ELECTION OF DIRECTORS Charles M. Royce, Donald R. Dwight Richard M. Galkin and Stephen L. Isaacs If you do not wish your shares voted "FOR" a particular nominee, mark the "For All Except" box and strike a line through the nominee's name. Your shares will be voted for the remaining nominees. For Against Abstain / / / / / / 2. PROPOSAL TO RATIFY THE SELECTION OF TAIT, WELLER & BAKER AS IN- DEPENDENT PUBLIC ACCOUNTANTS 3. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. Please be sure to sign and date this Proxy. Date: Mark box at the right if an address change or comment has been noted on the reverse side of this card. Stockholder sign here Co-owner sign here RECORD DATE SHARES: PREFERRED STOCK ROYCE MICRO-CAP TRUST, INC. PREFERRED STOCK 1414 Avenue of the Americas New York, NY 10019 This Proxy is solicited on behalf of the Board of Directors. The undersigned, a Preferred Stockholder of Royce Micro-Cap Trust, Inc., hereby appoints Charles M. Royce and John E. Denneen, or either of them, acting in absence of the other, as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse, all shares of the 7.75% Cumulative Preferred Stock of the Fund held of record by the undersigned on March 16, 2000, at the Annual Meeting of Stockholders to be held on April 26, 2000, or at any adjournment thereof. This Proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no direction is made, this Proxy will be voted FOR Proposals 1 and 2. PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Please sign exactly as your name(s) appear(s) on other side. When shares are held by joint tenants, both should sign. When signing as attorney, 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. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ X PLEASE MARK VOTES AS IN THIS EXAMPLE _____________________________________________ ROYCE MICRO-CAP TRUST, INC. PREFERRED STOCK _____________________________________________ With- For All For hold Except / / / / / / 1. ELECTION OF DIRECTORS Charles M. Royce, John D. Diederich, Donald R. Dwight, Richard M. Galkin, Stephen L. Isaacs and David L. Meister If you do not wish your shares voted "FOR" a particular nominee, mark the "For All Except" box and strike a line through the nominee's name. Your shares will be voted for the remaining nominees. For Against Abstain / / / / / / 2. PROPOSAL TO RATIFY THE SELECTION OF TAIT, WELLER & BAKER AS IN- DEPENDENT PUBLIC ACCOUNTANTS 3. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. Please be sure to sign and date this Proxy. Date: Mark box at the right if an address change or comment has been noted on the reverse side of this card. Stockholder sign here Co-owner sign here RECORD DATE SHARES: -----END PRIVACY-ENHANCED MESSAGE-----