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 (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
MUNICIPAL HIGH INCOME FUND INC.
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(Name of Registrant as Specified in Its Charter)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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 the registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MUNICIPAL HIGH INCOME FUND INC.
125 Broad Street
New York, New York 10004
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 24, 2003
--------------------
To the Stockholders of Municipal High Income Fund Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of
Municipal High Income Fund Inc. (the "Fund ") will be held at Citigroup Center,
153 E. 53rd Street, 14th Floor Conference Center, New York, New York at 9:30
a.m. on February 24, 2003 for the following purposes:
1. To elect three (3) Class I Directors of the Fund (PROPOSAL 1);
2. To consider and vote upon such other matters as may come before said
meeting or any adjournment thereof.
The close of business on January 14, 2003 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting and any adjournment thereof.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
January 30, 2003
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YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you and may avoid the time and expense to the Fund involved in validating
your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration
on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signature
------------ ---------------
Corporate Accounts
(1) ABC Corp. ....................................... ABC Corp.
(2) ABC Corp. ....................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer ....................... John Doe
(4) ABC Corp. Profit Sharing Plan ................... John Doe, Trustee
Trust Accounts
(1) ABC Trust ....................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 ................................ Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ................. John B. Smith
(2) John B. Smith ................................... John B. Smith, Executor
MUNICIPAL HIGH INCOME FUND INC.
125 Broad Street
New York, New York 10004
1-800-331-1710
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ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 24, 2003
--------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Municipal High Income Fund
Inc. (the "Fund") for use at the Annual Meeting of Shareholders (the "Meeting")
of the Fund to be held at 9:30 a.m. on February 24, 2003 at Citigroup Center,
153 East 53rd Street, 14th Floor Conference Center, New York, New York and at
any adjournments thereof. A Notice of Meeting of Shareholders (the "Notice") and
a proxy card accompany this Proxy Statement.
The cost of soliciting proxies and the expenses incurred in preparing this
proxy statement will be borne by the Fund. Solicitation costs are expected to be
approximately $18,000. In addition, the Fund will reimburse brokerage firms or
other record holders for their expenses in forwarding solicitation materials to
beneficial owners of shares of the Fund. Proxy solicitations will be made
primarily by mail, but proxy solicitations also may be made by telephone or
personal interview conducted by officers of the Fund and officers and regular
employees of Smith Barney Fund Management LLC ("SBFM" or the "Manager"), the
Fund's investment adviser and administrator, Salomon Smith Barney Inc. ("Salomon
Smith Barney") and PFPC Global Fund Services, the Fund's transfer agent. The
cost of solicitations and the expense incurred in connection with preparing the
Proxy Statement and its enclosures will be paid by the Fund. The Fund will also
reimburse brokerage firms and others for their expenses in forwarding
solicitation materials to the beneficial owners of shares.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended October 31, 2002, has previously been furnished to all
shareholders. This Proxy Statement is first being mailed to shareholders on or
about January 30, 2003. The Fund will provide additional copies of the annual
report to any shareholder upon request by calling the Fund at 1-800-331-1710.
If the enclosed Proxy is properly executed and returned in time to be
voted at the Meeting, the shares of capital stock of the Fund ("Shares")
represented thereby will be voted in accordance with the instructions marked
thereon. Unless instructions to the contrary are marked thereon, a proxy will be
voted FOR the matter listed in the accompanying Notice of Annual Meeting of
Shareholders. 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 owner 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 but which have not been voted. Approval of Proposal 1 requires
the affirmative vote of a plurality of the votes cast at the Meeting with a
quorum present. Because the Proposal requires a proportion of votes cast for its
approval, abstensions and broker non-votes may influence whether a quorum is
present, but will have no impact on the requisite approval of such Proposal. Any
shareholder who has given a proxy has the right to revoke it at any time prior
to its exercise either by attending the Meeting and voting his or her shares in
person or by submitting a letter of revocation or a later-dated proxy to the
Fund at the above address prior to the date of the Meeting.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present but sufficient votes to approve the proposal are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitations of proxies. In determining whether
to adjourn the Meeting, the following factors may be considered: the nature of
the proposal that is the subject of the Meeting; the percentage of votes
actually cast; the percentage of negative votes actually cast; the nature of any
further solicitation and the information to be provided to shareholders with
respect to the reasons for the solicitation. Any adjournment will require the
affirmative vote of a majority of the Shares represented at the Meeting in
person or by proxy. A shareholder vote may be taken on the proposal in this
Proxy Statement prior to such adjournment if sufficient votes have been received
and it is otherwise appropriate. Under the Fund's By-laws, a quorum is
constituted by the presence in person or by proxy of the holders of a majority
of the outstanding Shares entitled to vote at the Meeting.
The close of business on January 14, 2003 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Meeting and all adjournments thereof.
The Fund has one class of common stock which has a par value of $.001 per
Share. As of the Record Date, there were 20,883,099.515 Shares outstanding. Each
shareholder is entitled to one vote for each Share held and a proportionate
fraction of a vote for any fractional Share held.
As of the Record Date, to the knowledge of the Fund and the Board, no
single shareholder or "group" (as that term is used in Section 13(d) of the
Securities and Exchange Act of 1934 (the "Exchange Act")) beneficially owned
more than 5% of the outstanding Shares of the Fund. As of the Record Date, Cede
& Co., as nominee of The Depository Trust Company, was the record holder of
19,004,022 Shares, or 91.0% of the Fund's outstanding Shares. As of the Record
Date, the officers and Board Members of the Fund as a group beneficially owned
less than 1% of the outstanding Shares of the Fund.
2
In order that a shareholder's Shares may be represented at the Meeting,
shareholders are required to allow sufficient time for their proxies to be
received on or before 9:30 a.m. on February 24, 2003.
As of the Record Date, to the knowledge of the Fund, no shares of
securities issued by Salomon Smith Barney's ultimate parent corporation,
Citigroup Inc. ("Citigroup"), were held by Directors who are not "interested
persons" of the Fund as that term is used in the Investment Company Act of 1940,
as amended, the "1940 Act".
PROPOSAL 1:
TO ELECT THREE (3) CLASS I DIRECTORS OF THE FUND
The Board of Directors of the Fund is divided into three classes. The
Directors serving in Class I have terms expiring at the Meeting; each Class I
Director currently serving on the Board has been nominated by the Board of
Directors for reelection at the Meeting to serve for a term of three years
(until the annual meeting in 2006) or until their successors have been duly
elected and qualified. Class II directors and Class III directors will continue
to serve until the 2004 annual meeting and 2005 annual meeting, respectively.
One director previously serving in Class II, Heath B. McLendon, resigned as
Chairman and Director of the Fund in order to serve as Chairman of the Equity
Research Policy Committee of Salomon Smith Barney Inc. Mr. R. Jay Gerken is
currently serving as a Director, having been nominated and elected by the Board
of Directors at a meeting held on May 23, 2002, in order to fill the vacancy
resulting from Mr. McLendon's resignation. Mr. Gerken has been nominated by the
Board of Directors to be elected at the Meeting to serve as a Class I director.
Each nominee has consented to serve as a Director if elected at the
Meeting. If a designated nominee declines or otherwise becomes unavailable for
election, however, the proxy confers discretionary power on the persons named
therein to vote in favor of a substitute nominee or nominees.
Certain information concerning the nominees is set forth below. For any
nominee or Director indicated as owning shares of the Fund, such ownership
constituted less than 1% of the outstanding shares of the Fund as of the Record
Date. All of the nominees are currently Directors of the Fund. Except as
indicated, each nominee or Director has held the office shown or other offices
in the same company for the last five years.
3
Persons Nominated for Election as Directors
Number of
Portfolios
Principal in Fund Other
Position Length Occupations Complex Directorships
Held with of Time During Past Overseen Held by
Name, Address and Age Fund Served Five Years by Director Director
======================================================================================================================
CLASS I DIRECTORS
Allan J. Bloostein+ Director Since President, Allan J. 35 Director of
717 Fifth Avenue 1998 Bloostein Associates, a Taubman
21st Floor consulting firm; retired Centers, Inc.
New York, NY 10022 Vice Chairman of
Age 73 May Department Stores.
George M. Pavia+ Director Since Senior Partner, Pavia & 8 None
600 Madison Avenue 2001 Harcourt Attorneys.
New York, NY 10022
Age 74
R. Jay Gerken* Chairman, Since Managing Director of 226 None
399 Park Avenue President 2002 Salomon Smith Barney
New York, NY 10022 and Chief ("SSB"); formerly portfolio
Age 51 Executive manager, Smith Barney
Officer Growth and Income Fund
(1994-2000) and Smith
Barney Allocation Series
Inc. (1996-2001); Chairman
or Co-Chairman of seventy-
three investment companies
affiliated with Citigroup.
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* An "interested person" of the Fund, as defined in the 1940 Act.
4
Directors Continuing in Office
CLASS II DIRECTORS
Robert A. Frankel+ Director Since Managing Partner of Robert 24 None
8 John Walsh Blvd. 1998 A. Frankel Management
Peekskill, NY 10566 Consultants; formerly
Age 75 Corporate Vice President
of The Reader's Digest
Association, Inc.
Paolo M. Cucchi+ Director Since Vice President and Dean 7 None
Drew University 2001 of College of Liberal Arts
108 Brothers College at Drew University.
Madison, NJ 07940
Age 61
CLASS III DIRECTORS
Dwight B. Crane+ Director Since Professor, Harvard 51 None
Harvard Business School 1998 Business School.
Soldiers Field Road
Horgan Hall #375
Boston, MA 02163
Age 65
Dr. Paul Hardin+ Director Since Chancellor Emeritus and 36 None
12083 Morehead 2001 Professor of Law at the
Chapel Hill, NC University of North Carolina
27514-8426 at Chapel Hill; formerly
Age 71 Chancellor of the University
of North Carolina at
Chapel Hill.
William R. Hutchinson+ Director Since President, WR Hutchinson & 7 Director of
535 N. Michigan 1998 Associates, Inc. (oil industry Associated
Suite 1012 consulting); formerly Group Bank
Chicago, IL 60611 Vice President, Mergers & Director of
Age 60 Acquisitions BP Amoco p.l.c.; Associated
formerly Vice President- Banc-Corp.
Financial Operations Amoco
Corp.
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+ Director, trustee and/or general partner of other investment companies
registered under the Investment Company Act with which Salomon Smith Barney is
affiliated.
5
The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2002:
Aggregate Dollar Range of Equity
Securities in All Funds Overseen
Dollar Range of Equity by Director/Nominee and
Name of Director/Nominee Securities in the Fund Advised by SBFM
------------------------ ---------------------- --------------------------------
Non-Interested Directors/Nominees
Allan J. Bloostein None Over $100,000
Dwight B. Crane $10,000-$50,000 $50,001-$100,000
Paolo M. Cucchi None $1-$10,000
Robert A. Frankel $10,000-$50,000 Over $100,000
Dr. Paul Hardin $10,001-$50,000 Over 100,000
William R. Hutchinson $1-$10,000 $1-$10,000
George Pavia None None
Interested Directors/Nominees
R. Jay Gerken* $1-$10,000 Over $100,000
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* Mr. Gerken is an "interested person" as defined in the 1940 Act.
The Fund has no compensation committee of the Board, or any committee
performing similar functions. The Fund has a nominating committee composed of
Directors who are not "interested persons" of the Fund within the meaning of the
1940 Act (the "Independent Directors"), which is charged with recommending
nominees for election as Directors of the Fund. The nominating committee will
accept nominations for the office of Director made by the stockholders in a
written request addressed to the Secretary of the Fund which includes
biographical data and sets forth the qualifications of the proposed nominee. The
Fund has an audit committee composed of the Independent Directors, which is
charged with recommending a firm of independent auditors to the Fund and
reviewing accounting matters with the auditors as set forth in the committee's
charter. The audit committee held two meetings during the Fund's most recent
fiscal year. The Fund has a pricing committee composed of the Independent
Directors which is charged with determining fair value prices for securities
when required. The pricing committee held no meetings during the Fund's last
fiscal year.
During the Fund's last fiscal year, four regular meetings of the Board
were held. In the last fiscal year, each Director attended at least 75% of the
regular meetings of the Board and each of the Directors, other than Messrs.
Bloostein and Hutchinson, attended at least 75% of the audit committee meetings
held.
6
COMPENSATION
Only the Independent Directors receive remuneration from the Fund for
acting as a Director. Aggregate expenses (including reimbursement for travel and
out-of-pocket expenses) of $5,205 were paid to such Directors by the Fund during
the calendar year ended December 31, 2001. Fees for the Independent Directors
are currently set at $5,000 per annum plus $500 per in-person Board meeting and
$100 per telephone conference call. Officers of the Fund are compensated by
Salomon Smith Barney.
The following table shows the compensation paid by the Fund to each person
who was a Director during the Fund's last fiscal year:
Aggregate Pension or Total
Compensation Retirement Compensation Total Number
from Fund Benefits from Fund and of Funds for
for the fiscal Accrued as part Fund Complex Which Director
Name of year ended of Fund for the year Serves within
Person 10/31/02 Expenses ended 12/31/01 Fund Complex
--------- -------------- --------------- -------------- --------------
Dwight B. Crane $7,100 0 $143,550 51
Paolo M. Cucchi 6,700 30,100 7
Allan J. Bloostein 7,100 0 117,100 35
Robert A. Frankel 7,200 0 77,600 24
Dr. Paul Hardin 7,200 100,850 36
William R. Hutchinson 7,100 0 43,900 7
R. Jay Gerken* 0 0 0 226
George M. Pavia 7,300 0 29,900 8
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* Designates a Director who is an "interested person" of the Fund as defined
under the 1940 Act.
At the end of the calendar year in which they attain age 80, Fund
Directors are required to change to emeritus status. Directors Emeritus are
entitled to serve in emeritus status for a maximum of 10 years during which time
they are paid 50% of the annual retainer fee and meeting fees otherwise
applicable to Fund Directors, together with reasonable out-of-pocket expenses
for each meeting attended. During the Fund's last fiscal year, compensation paid
by the Fund to Directors Emeritus totalled $3,500.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Fund's officers and
Directors, and any persons who beneficially own more than ten percent of the
Fund's outstanding shares, to file reports of ownership with the Securities and
Exchange Commission, the New York Stock Exchange, Inc. (the "NYSE") and the
Fund. Based solely upon its review of the copies of such forms received by it
and representations from certain such persons, the Fund believes that during its
fiscal year ended October 31, 2002, all filing requirements applicable to such
persons were complied with.
7
The names of the principal officers of the Fund are listed in the table
below together with certain additional information. Each of the officers of the
Fund will hold such office until a successor is voted upon by the Board of
Directors.
Principal Occupations and
Position Other Affiliations for the
Name (Year First Elected) Past Five Years and Age
---- -------------------- --------------------------
R. Jay Gerken Chief Executive Officer (See table of Directors)
(2002), Chairman of the
Board (2002) and
President (2002)
Lewis E. Daidone Senior Vice President Managing Director of Salomon Smith
(1994) and Chief Barney, Senior Vice President or
Administrative Officer Chief Administrative Officer of 61
(2002) investment companies affiliated with
Citigroup, and Director and Senior
Vice President of SBFM and TIA; 45.
Richard Peteka Treasurer and Chief Director of SSB; prior to 1999, Vice
Financial Officer President and Head of Mutual Fund
(2002) Administration at Oppenheimer Capital;
41
Peter Coffey Vice President and Managing Director of Salomon Smith
Investment Officer Barney and investment officer of
(2002) certain other investment companies
affilated with Citigroup; 58
Christina T. Sydor Secretary (1994) Managing Director of Salomon Smith
Barney, General Counsel and Secretary
of SBFM and TIA, Secretary or Executive
Vice President and General Counsel of
61 investment companies associated
with Citigroup; 51.
The election of each Director will require a plurality of the votes cast.
THE BOARD OF DIRECTORS, INCLUDING ALL THE INDEPENDENT DIRECTORS, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL NOMINEES TO THE BOARD.
8
Report of the Audit Committee
Pursuant to a meeting of the audit committee on December 19, 2002, the
audit committee reports that it: (i) reviewed and discussed the Fund's audited
financial statements with management; (ii) discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61; and (iii) received written confirmation from KPMG that it is independent
and disclosures regarding such independence as required by Independence
Standards Board Standard No. 1, and discussed with the auditors the auditors'
independence. Based on the review and discussions referred to in items (i)
through (iii) above, the audit committee recommended to the Board of Directors
that the audited financial statements be included in the Fund's annual report
for the Fund's fiscal year ended October 31, 2002. The membership of the audit
committee is comprised of the following Directors: Dwight B. Crane, Paolo M.
Cucchi, Allan J. Bloostein, Robert A. Frankel, Dr. Paul Hardin, William R.
Hutchinson and George M. Pavia.
Audit Fees. Fees for the annual audit of the Fund's financial statements
by KPMG for the fiscal year ended October 31, 2002 were $32,000.
Financial Information Systems Design and Implementation Fees. Neither the
Fund nor SBFM or other entities controlling, controlled by, or under common
control with SBFM that provides services to the Fund engaged KPMG to provide
advice to the Fund, SBFM and entities controlled by or under common control with
SBFM regarding financial information system design and implementation during the
fiscal year ended October 31, 2002.
All Other Fees. The aggregate fees billed for all other non-audit
services, including fees for tax related services, rendered by KPMG to the Fund,
SBFM and entities controlled by or affiliated with SBFM that provide services to
the Fund for the fiscal year ended October 31, 2002 were $2,200. The audit
committee of the Fund has determined that provision of these non-audit services
is compatible with maintaining the independence of KPMG.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 2004 Annual Meeting
of Shareholders of the Fund must be received by September 20, 2003 to be
included in the proxy statement and the form of proxy relating to that meeting,
as the Fund expects that the 2004 Annual Meeting will be held in February of
2004. The submission by a shareholder of a proposal for inclusion in the proxy
statement does not guarantee that it will be included. Shareholder proposals are
subject to certain regulations under the federal securities laws.
The persons named as proxies for the 2004 Annual Meeting of Shareholders
will have discretionary authority to vote on any matter presented by a
shareholder for action at that meeting unless the Fund receives notice of the
matter by December 6, 2003, in which case these persons will not have
discretionary voting authority except as provided in the Securities and Exchange
Commission's rules governing shareholder proposals.
9
OTHER MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other business at the Meeting,
nor is the Fund aware of any shareholder proposals. If, however, any other
matters are properly brought before the Meeting, the persons named as proxies in
the accompanying form of proxy will vote thereon in accordance with their
judgment, to the extent permissible under applicable law.
January 30, 2003
It is important that proxies be returned promptly. Shareholders who do not
expect to attend the meeting are therefore urged to complete and sign, date and
return the proxy card as soon as possible in the enclosed postage-paid envelope.
10
PROXY
MUNICIPAL HIGH INCOME FUND INC.
125 Broad Street
New York, New York 10004
This Proxy is Solicited on Behalf of the Board of Directors of the Fund
The undersigned hereby appoints R. JAY GERKEN, CHRISTINA T. SYDOR and ROBERT M.
NELSON, and each of them acting in the absence of the other, as Proxies, each
with the power to appoint a substitute, and hereby authorizes each of them to
represent and to vote, as designated herein, all shares of common stock of
Municipal High Income Fund Inc. held of record by the undersigned on January 14,
2003 at a Meeting of Shareholders to be held on February 24, 2003 or any
adjournment thereof.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE
SEE REVERSE SIDE
[X] Please vote as in this example
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
each nominee for director.
The Board of Directors recommends a vote "FOR" the following proposals:
1. ELECTION OF DIRECTORS FOR WITHHELD
|_| |_|
Nominees: (01) Allan J. Bloostein, (02) R. Jay Gerken and
(03) George Pavia
_______________________________________
For both nominees except as noted above
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
Please sign exactly as name appears to the left. When shares are held by joint
tenants, both should sign or if one signs, that shareholder's vote binds both
shareholders. When signing as attorney, executor, administrator, agent, trustee
or guardian, 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: ____________________________ Date: ________________