o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
þ | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to Sec. 240.14a-12 |
þ | No fee required. | |
o | 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 transactions 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: |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identity 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: |
PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS JUNE 6, 2008 | ||||||||
PROPOSAL 1 ELECTION OF TRUSTEES | ||||||||
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING | ||||||||
ADDITIONAL INFORMATION |
1. | To elect Timothy K. Hui and Scott F. Kavanaugh as Class II Trustees of the Fund, each to serve for a three-year term expiring at the 2011 Annual Meeting and until his successor is duly elected and qualified; and |
2. | To transact such other business as may properly come before the Annual Meeting and any adjournment thereof. |
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Number of |
||||||||
Position(s) held |
Portfolios in |
|||||||
with the Fund, |
the Highland |
Other |
||||||
Length of Time |
Principal Occupation(s) |
Fund
Complex2 |
Directorships/ |
|||||
Served and Term |
During the Past |
Overseen by |
Trusteeships |
|||||
Name (Age)
Address1
|
of Office | Five Years | Director/Trustee | Held | ||||
Class I Continuing Trustees for the Fund
(Non-Interested Trustees3) |
||||||||
James F. Leary (78)
|
Trustee since May 2006 (with a term expiring at the 2010 annual meeting). | Managing Director, Benefit Capital Southwest, Inc. (a financial consulting firm) since January 1999. | 12 |
Board Member of Capstone Group of Funds (7 portfolios) |
||||
Bryan A. Ward (53)
|
Trustee since May 2006 (with a term expiring at the 2010 annual meeting). | Senior Manager, Accenture, LLP (a consulting firm) since January 2002. | 12 | None |
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Number of |
||||||||
Position(s) held |
Portfolios in |
|||||||
with the Fund, |
the Highland |
Other |
||||||
Length of Time |
Principal Occupation(s) |
Fund
Complex2 |
Directorships/ |
|||||
Served and Term |
During the Past |
Overseen by |
Trusteeships |
|||||
Name (Age)
Address1
|
of Office | Five Years | Director/Trustee | Held | ||||
Class II Nominees for the Fund
(Non-Interested Trustees3) |
||||||||
Timothy K. Hui (59)
|
Trustee since May 2006, current Nominee for a term to expire at the 2011 annual meeting. | Vice President since February 2008, Dean of Educational Resources from July 2006 to January 2008; Assistant Provost for Graduate Education, July 2004 to June 2006; and Assistant Provost for Educational Resources, July 2001 to June 2004, Philadelphia Biblical University. | 12 | None | ||||
Scott F. Kavanaugh (47)
|
Trustee since May 2006, current Nominee for a term to expire at the 2011 annual meeting. | Vice-Chairman, President and Chief Operating Officer, Keller Financial Group since September 2007; Chairman and Chief Executive Officer, First Foundation Bank since September 2007; Private Investor since February 2004; Sales Representative at Round Hill Securities, March 2003 to January 2004; Executive at Provident Funding Mortgage Corporation, February 2003 to July 2003; Executive Vice President, Director and CAO, Commercial Capital Bank, January 2000 to February 2003; Managing Principal and Chief Operating Officer, Financial Institutional Partners Mortgage Company and the Managing Principal and President of Financial Institutional Partners, LLC (an investment banking firm), April 1998 to February 2003. | 12 | None |
5
Number of |
||||||||
Position(s) held |
Portfolios in |
|||||||
with the Fund, |
the Highland |
Other |
||||||
Length of Time |
Principal Occupation(s) |
Fund
Complex2 |
Directorships/ |
|||||
Served and Term |
During the Past |
Overseen by |
Trusteeships |
|||||
Name (Age)
Address1
|
of Office | Five Years | Director/Trustee | Held | ||||
Class III Continuing Trustee for the
Fund
(Interested Trustee4) |
||||||||
R. Joseph Dougherty (37)
|
Trustee, Chairman of the Board and Senior Vice President since March 2006 (with a term expiring at the 2009 annual meeting). | Senior Portfolio Manager of the Adviser since 2000; Director/Trustee, Chairman of the Board and Senior Vice President of the funds in the Highland Fund Complex. | 12 | None |
1 | The address of each Trustee is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240. | |
2 | The Highland Fund Complex consists of all of the registered investment companies (totaling 11 funds) and the one business development company that are advised by the Adviser as of the date of this proxy statement. | |
3 | Non-Interested Trustees are those who are not interested persons of the Fund as described under Section 2(a)(19) of the 1940 Act. | |
4 | Mr. Dougherty is deemed to be an interested person of the Fund under the 1940 Act because of his position with the Adviser. Each Trustee other than Mr. Dougherty is a Non-Interested Trustee. |
6
Position(s), length |
Principal |
|||
of time served and |
Occupation(s) During |
|||
Name (Age) Address*
|
term of office | the Past Five Years | ||
James D. Dondero (45)
|
President of the Fund since May 2006. | President and Director of Strand Advisors, Inc. (Strand), the General Partner of the Adviser; Chairman of the Board of Directors of Highland Financial Partners, L.P.; and President of the funds in the Highland Fund Complex. | ||
Mark K. Okada (46)
|
Executive Vice President of the Fund since May 2006. | Executive Vice President of Strand; Chief Investment Officer of the Adviser; and Executive Vice President of the funds in the Highland Fund Complex. | ||
R. Joseph Dougherty (37)
|
Senior Vice President of the Fund since May 2006. | Senior Portfolio Manager of the Adviser since 2000; Director/Trustee, Chairman of the Board and Senior Vice President of the funds in the Highland Fund Complex. | ||
M. Jason Blackburn (32)
|
Secretary and Treasurer of the Fund since May 2006. | Assistant Controller of the Adviser since November 2001; and Secretary and Treasurer of the funds in the Highland Fund Complex. | ||
Michael Colvin (38)
|
Chief Compliance Officer of the Fund since July 2007. | General Counsel and Chief Compliance Officer of the Adviser since June 2007 and Chief Compliance Officer of the funds in the Highland Fund Complex since July 2007; Shareholder in the Corporate and Securities Group at Greenberg Traurig, LLP, January 2007 to June 2007; and Partner (from January 2003 to January 2007) and Associate (from 1995 to 2002) in the Private Equity Practice Group at Weil, Gotshal & Manges, LLP. |
* | The address of each Officer is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240. |
7
Aggregate Dollar |
||||
Range of Equity |
||||
Securities in All |
||||
Registered Investment |
||||
Companies Overseen by |
||||
Dollar Range of |
Board Member in |
|||
Shares of the |
Highland Family of |
|||
Name of Board Member
|
Fund* | Investment Companies** | ||
R. Joseph Dougherty
|
$1 - $10,000 | Over $100,000 | ||
Timothy K. Hui
|
$0 | $1 - $10,000 | ||
Scott F. Kavanaugh
|
$0 | $50,001 - $100,000 | ||
James F. Leary
|
$0 | $10,001 - $50,000 | ||
Bryan A. Ward
|
$0 | $1 - $10,000 |
* | Based on market value as of March 31, 2008. | |
** | Based on market value as of December 31, 2007. Family of Investment Companies consists of twelve registered investment companies that share the Adviser as their investment adviser and that hold themselves out to the investors as related companies for purposes of investment and investor services. |
Amount and |
||||||||||||||
Nature of |
||||||||||||||
Name of |
Beneficial |
Value of |
Percent of |
|||||||||||
Title of Class
|
Beneficial Owner | Ownership* | Securities | Class | ||||||||||
Common Shares
|
R. Joseph Dougherty | 592 shares | $7,704 | 1 | 0.00 | % | ||||||||
Common Shares
|
Timothy K. Hui | 0 shares | $0 | 0.00 | % | |||||||||
Common Shares
|
Scott F. Kavanaugh | 0 shares | $0 | 0.00 | % | |||||||||
Common Shares
|
James F. Leary | 0 shares | $0 | 0.00 | % | |||||||||
Common Shares
|
Bryan A. Ward | 0 shares | $0 | 0.00 | % | |||||||||
Common Shares
|
James D. Dondero | 237,786 shares | $3,095,980 | 2 | 0.77 | % | ||||||||
Common Shares
|
Mark Okada | 36,227 shares | $471,677 | 3 | 0.12 | % | ||||||||
Common Shares
|
M. Jason Blackburn | 652 shares | $8,488 | 4 | 0.00 | % | ||||||||
Common Shares
|
Michael Colvin | 0 shares | $0 | 0.00 | % |
* | Based on market value as of March 31, 2008. Except as otherwise indicated, each person has sole voting and investment power over the indicated shares. | |
1 | Mr. Doughertys beneficial ownership of these shares is based on ownership through a retirement plan. | |
2 | Mr. Donderos beneficial ownership of these shares is based on direct ownership and his indirect interest in the Adviser, which owns shares of the Fund. Mr. Dondero disclaims beneficial ownership of shares held by the Adviser, except to the extent of his pecuniary interest therein. | |
3 | Mr. Okadas beneficial ownership of these shares is based on direct ownership and ownership through a retirement plan. | |
4 | Mr. Blackburns beneficial ownership of these shares is based on ownership through a retirement plan. |
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Aggregate |
Pension or |
Aggregate |
||||||||||||||
Compensation |
Retirement Benefits |
Compensation |
||||||||||||||
From the Fund |
Accrued as |
from Highland Fund |
||||||||||||||
for the |
Part of the |
Estimated Annual |
Complex for the |
|||||||||||||
Fiscal Year Ended |
Funds |
Benefits Upon |
Calendar Year Ended |
|||||||||||||
Name of Board Member
|
December 31, 2007 | Expense | Retirement | December 31, 2007 | ||||||||||||
Interested Trustee
|
||||||||||||||||
R. Joseph Dougherty
|
$0 | $0 | $0 | $0 | ||||||||||||
Non-Interested Trustees
|
||||||||||||||||
Timothy K. Hui
|
$7,500 | $0 | $0 | $122,722 | ||||||||||||
Scott F. Kavanaugh
|
$7,500 | $0 | $0 | $122,722 | ||||||||||||
James F. Leary
|
$7,500 | $0 | $0 | $122,722 | ||||||||||||
Bryan A. Ward
|
$7,500 | $0 | $0 | $122,722 |
10
Amount and |
||||||||||
Nature of |
||||||||||
Name and Address of |
Beneficial |
|||||||||
Title of Class
|
Beneficial Owner | Ownership | Percent of Class | |||||||
Common Shares |
Loomis, Sayles & Co., L.P. One Financial Center Boston, MA 02111 |
3,638,280 shares1 | 7.90 | %2 |
1 | Reflects sole voting power with respect to 3,143,747 common shares, shared voting power with respect to 84,774 common shares and sole dispositive power with respect to all common shares reported. Loomis, Sayles & Co., L.P. disclaims beneficial ownership of all shares. Based on a Schedule 13G filed with the SEC on February 8, 2008. | |
2 | Calculated based on common shares outstanding on April 14, 2008. |
11
Fiscal Year Ended
|
20061 | 20071 | ||||||
Audit Fees
|
$ | 42,000 | $ | 65,000 | ||||
Audit-Related Fees
|
$ | 19,5002 | $ | 7,0002 | ||||
Tax Fees
|
$ | 5,0003 | $ | 5,7003 | ||||
All Other Fees
|
$ | 0 | $ | 0 | ||||
Aggregate Non-Audit Fees
|
$ | 81,000 | $ | 1,779,070 |
1 | For the fiscal years ended December 31, 2006 and December 31, 2007. The Fund commenced investment operations on June 29, 2006. | |
2 | Services to the Fund consisted of a review of a semi-annual regulatory filing. | |
3 | Services to the Fund consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns and (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments. |
12
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14
15
16
1. | Audit Committee Membership and Qualifications: |
(a) | The Audit Committee shall consist of at least three members appointed by the Board. The Board may replace members of the Audit Committee for any reason. |
(b) | No member of the Audit Committee shall be an interested person of the Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor shall any member receive any compensation from the Fund except compensation for service as a member of the Board or a committee of the Board. Each member must otherwise be independent under the rules of the NYSE* and the rules adopted under Section 301 of the Sarbanes-Oxley Act of 2002 (the 2002 Act). |
(c) | Each member of the Audit Committee must be financially literate (or shall become so within a reasonable time after appointment to the Audit Committee), and one member must have accounting or related financial management expertise, as determined by the Board in its business judgment. |
(d) | The Board also must annually determine whether one or more members of the Audit Committee is an audit committee financial expert (ACFE), within the meaning of the rules adopted and implemented by the SEC under Section 407 of the 2002 Act, and whether such ACFE is independent. For purposes of this finding only, in order to be considered independent, any such ACFE may not, other than in his capacity as a member of the Audit Committee, the Board or any other Board committee, accept directly or indirectly any consulting, advisory or other compensatory fee from the Fund. If the Board has determined that a member of the Audit Committee is an ACFE, it may presume that such member has accounting or related financial management expertise. Notwithstanding any designation as an ACFE, each member of the Audit Committee is expected to contribute significantly to the work of the Audit Committee. Designation as an ACFE will not increase the duties, obligations or liability of the designee beyond the duties, obligations and liability otherwise imposed on the designee as a member of the Audit Committee of the Board. |
2. | The purposes of the Audit Committee are to: |
(a) | oversee the accounting and financial reporting processes of the Fund and the audits of the Funds financial statements; |
(b) | assist Board oversight of (i) the integrity of the Funds financial statements, (ii) the Funds compliance with legal and regulatory requirements, (iii) the independent auditors qualifications and independence and (iv) the performance of the Funds internal audit function and the independent auditors; and |
(c) | prepare an Audit Committee report as required by the SEC to be included in the Funds annual proxy statement. |
* | Some of the Funds are NYSE-listed and therefore this joint charter incorporates the more stringent requirements of the NYSE Corporate Governance Standards as they pertain to audit committees of registered closed-end management companies. |
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3. | Role and Responsibilities of the Audit Committee: |
(a) | The function of the Audit Committee is oversight; it is Fund managements responsibility to maintain appropriate systems for accounting and internal control over financial reporting and the independent auditors responsibility to plan and carry out a proper audit. Specifically, the Funds management is responsible for (i) preparation, presentation and integrity of the Funds financial statements, (ii) maintenance of appropriate accounting and financial reporting principles and policies and (iii) maintenance of internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out audits consistent with applicable legal and professional standards and the terms of their engagement letter. |
(b) | Although the Audit Committee is expected to take a detached and questioning approach to the matters that come before it, the review of the Funds financial statements by the Committee is not an audit, nor does the Committees review substitute for the responsibilities of the Funds management for preparing, or the independent auditors for auditing, the financial statements. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not employees of the Fund and are not, and do not represent themselves to be, accountants or auditors by profession. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct field work or other types of auditing or accounting reviews or procedures. |
(c) | Each member of the Audit Committee shall be entitled to rely on the (i) integrity of those persons and organizations within and outside the Fund from which he or she receives information and (ii) accuracy of the financial and other information provided to the Committee by such persons and organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board). In addition, the evaluation of the Funds financial statements by the Audit Committee is not of the same scope as, and does not involve the extent of detail as, audits performed by the independent auditors, nor does the Audit Committees evaluation substitute for the responsibilities of the Funds management for preparing, or the independent auditors for auditing, the financial statements. |
4. | To carry out its purposes, the Audit Committee shall have the following duties and powers: |
(a) | to have direct responsibility for the appointment, compensation, retention and oversight of the Funds independent auditors and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the auditors; |
(b) | to at least annually, obtain and review a report by the independent auditors describing: (i) the independent auditing firms internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (iii) (to assess the independent auditors independence) all relationships between the independent auditors and the Fund; and to evaluate the independent auditors qualifications, performance and independence, including the review and evaluation of the lead partner of the independent auditors, taking into account the opinions of Fund management and the internal auditors; and to further consider whether, in order to assure continuing auditor independence, there should be regular rotation of the lead audit partner or the audit firm itself, and to present conclusions of the review to the Board; |
A-2
(c) | to meet with the Funds independent auditors, including separate meetings as necessary, to: (i) review the arrangements for and scope of the annual audit and any special audits; (ii) review with the independent auditors any difficulties the auditors encountered in the course of the audit work, including any restrictions on their activities or access to requested information and any significant disagreements with Fund management; (iii) review all critical accounting policies and practices applied by the Fund in preparing its financial statements; (iv) discuss any accounting adjustments noted or proposed by the independent auditors that were passed as immaterial or otherwise; (v) any communications between the audit team and the independent auditing firms national office respecting auditing or accounting issues presented by the engagement; (vi) review any material written communications between the independent auditors and the Fund, including any management or internal control letter issued, or proposed to be issued, by the independent auditors to the Fund, report or recommendation on internal controls, schedule of unadjusted differences, engagement letter and independence letter; (vii) review the responsibilities, budget and staffing of the internal audit function and (viii) review the form of report the independent auditors propose to render to the Board and Fund shareholders; |
(d) | to review (i) major issues regarding accounting principals and financial statement presentations, including any significant changes in the Funds selection or application of accounting principles, and major issues as to the adequacy of the Funds internal controls and any special audit steps adopted in light of material control deficiencies; (ii) analyses prepared by Fund management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effect of alternative GAAP methods on financial statements; and (iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Fund; |
(e) | to (i) review and pre-approve (including associated fees) all audit and other services to be provided by the independent auditors to the Fund and all non-audit services to be provided by the independent auditors to Highland or any entity controlling, controlled by or under common control with Highland (an Adviser Affiliate) that provides ongoing services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund and (ii) establish, to the extent permitted by law and deemed appropriate by the Audit Committee, detailed pre-approval policies and procedures for such services; |
(f) | to review and consider whether the independent auditors provision of any non-audit services to the Fund, Highland or an Adviser Affiliate not pre-approved by the Audit Committee are compatible with maintaining the independence of the independent auditors; |
(g) | to review and discuss: (i) the annual audited financial statements with management and the independent auditors, including managements discussion of Fund performance; (ii) semi-annual financial statements and any quarterly financial statements; and (iii) the type and presentation of information to be included in any earnings press releases (paying particular attention to any use of pro forma or adjusted non-GAAP information), including any financial information and earnings guidance provided to analysts and rating agencies (which discussions may be general in nature, such as the types of information to be disclosed and the type of presentation to be made), provided that each earnings release or guidance need not be discussed in advance; | |
(h) | to set clear hiring policies for employees or former employees of the independent auditors; |
A-3
(i) | to establish procedures for the receipt, retention, and treatment of complaints received by the Fund relating to accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Fund or Highland, the administrator, the Distributor or any other provider of accounting related services for the Fund, of concerns regarding questionable accounting or auditing matters pertaining to the Fund; | |
(j) | to periodically meet separately with the Funds management, with internal auditors (or other personnel responsible for the internal audit function) and with the independent auditors; | |
(k) | to discuss policies with respect to risk assessment and risk management, including guidelines and policies governing the process by which senior management of the Fund assesses and manages the Funds exposure to risk and to discuss the Funds major financial risk exposures and assess the steps management has taken to monitor and control such exposures; | |
(l) | to review with the Funds principal executive officer and/or principal financial officer any reports received in connection with required certifications on Form N-CSR, any significant deficiencies in the design or operation of internal control over financial reporting or material weaknesses therein and any reported evidence of fraud involving management or other employees who have a significant role in the Funds internal control over financial reporting; | |
(m) | to report its activities regularly to the Board, including any issues that arise with respect to (i) the quality or integrity of the Funds financial statements, (ii) the Funds compliance with legal or regulatory requirements, or (iii) the performance and independence of the independent auditors (including the Audit Committees conclusions with respect to 4(b) above) and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate; | |
(n) | to prepare and review with the Board an annual performance evaluation of the Audit Committee, conducted in such manner as the Committee deems appropriate, which evaluation must compare the performance of the Audit Committee with the requirements of this Charter; and | |
(o) | to perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter. |
5. | The Audit Committee shall meet on a regular basis (typically, twice annually) and is empowered to hold special meetings, as circumstances require. The Audit Committee may request that non-members attend a meeting of the Audit Committee or meet with any members of, or consultants to, the Audit Committee. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and may act by written consent to the extent permitted by applicable law and the Funds by-laws. | |
6. | The Audit Committee shall have the authority to engage independent counsel and other advisers, as it determines necessary, to carry out its duties. The Fund shall provide appropriate funding, as determined by the Audit Committee, for payment of compensation to (a) the independent auditors for preparing or issuing an audit report or performing other audit, review or attest services for the Fund or (b) any advisers employed by the Audit Committee. The Fund shall also provide appropriate funding for ordinary administrative expenses of the Audit Committee that are necessary and appropriate in carrying out its duties. |
A-4
7. | The Audit Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board. The Board also shall review and approve this Charter at least annually. | |
8. | The Audit Committee, in its discretion, may delegate all or a portion of its duties and responsibilities to a subcommittee of the Audit Committee, including the authority to pre-approve any audit or non-audit services to be performed for the Fund, Highland or any Adviser Affiliate by the independent auditors, provided any such approvals are presented to the Audit Committee at its next scheduled meeting. | |
9. | With respect to any subsequent changes to the composition of the Audit Committee, and otherwise approximately once each year, the Fund shall provide the NYSE written confirmation regarding: |
(a) | any determination that the Board has made regarding the independence of directors pursuant to the NYSE rules or applicable law; |
(b) | the financial literacy of the Audit Committee members; |
(c) | the determination that at least one of the Audit Committee members has accounting or related financial management expertise; and |
(d) | the annual review and reassessment of the adequacy of this Charter. |
A-5
Using a black ink pen, mark your votes with an X as shown in this example.
|
ý | |
Please do not write outside the designated areas. |
A. | Voting Items | |
1. | Election of Class II TrusteesThe Board of Trustees recommends a vote FOR the nominees listed. |
Nominees: | For | Withhold | For | Withhold | ||||||
01 Mr. Timothy K. Hui |
o | o | 02 Mr. Scott F. Kavanaugh | o | o | |||||
2. | In their discretion, on such other matters as may properly come before the Annual Meeting and any adjournment thereof. | |
B. | Non-Voting Items |
Change of Address Please print new address below. | Comments Please print your comments below. | |
C. | Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below |
Please sign exactly as names appear on this proxy. If shares are held jointly, each holder should sign. If signing as an attorney, trustee, executor, administrator, custodian, guardian or corporate officer, please give full title. |
Date (mm/dd/yyyy) Please print date below. | Signature 1 Please keep signature within the box. | Signature 2 Please keep signature within the box. | ||
/ / |