UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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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:
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/ / 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:
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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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THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 Lexington Avenue
16th Floor
New York, New York 10017
SUPPLEMENT TO PROXY STATEMENT FOR
THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
FEBRUARY 4, 2005
TO THE SHAREHOLDERS OF
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.:
The following information supplements and amends the Proxy Statement, dated
January 11, 2005 (the "Proxy Statement") of The Emerging Markets
Telecommunications Fund, Inc. (the "Fund") furnished to shareholders in
connection with the solicitation of proxies on behalf of the Board of Directors
(the "Board") of the Fund for use at the 2005 Annual Meeting of Shareholders,
which is scheduled to be held on Friday, February 4, 2005, at 2:00 p.m., New
York time at 466 Lexington Avenue (between 45th and 46th Streets), 16th Floor,
New York, New York 10017 and at any adjournments or postponements thereof (the
"Meeting"). This Supplement, which should be read in conjunction with the Proxy
Statement, is first being furnished to shareholders of the Fund on or about
January 19, 2005.
DISSIDENT SHAREHOLDER SOLICITATION
A dissident shareholder, Mr. Phillip Goldstein, has launched a costly proxy
contest in an effort (1) to elect HIMSELF and another individual hand-picked by
Mr. Goldstein to the Board of the Fund and (2) to solicit your approval to
recommend that the Fund conduct a self-tender offer at its net asset value
(NAV). You may be receiving Mr. Goldstein's proxy statement together with his
green proxy card.
We are sending you this Supplement as a result of Mr. Goldstein's
threatened solicitation. For the reasons discussed below, we urge you to SIGN,
DATE AND RETURN THE ENCLOSED BLUE PROXY CARD, even if you have already returned
the white proxy card.
DO NOT RETURN THE GREEN PROXY CARD THAT YOU MAY RECEIVE.
YOUR VOTE IS CRITICAL -- PLEASE ACT TODAY!
If you have any questions or need any assistance in the voting of your
proxy, please contact our proxy solicitors, D.F. King & Co., Inc., toll free at
(888) 414-5566.
PROXY REVOCATION
Whether or not you plan to attend the Meeting, the Board urges you to vote
"FOR" the election of its nominees and "AGAINST" the shareholder proposal by
signing, dating and returning the BLUE proxy card in the enclosed postage-paid
envelope. You can do this even if you may have voted on a GREEN proxy card
solicited by Mr. Goldstein.
If you previously voted on the Fund's white proxy card and wish to vote on
Proposal 2, or to give the Fund's designated proxies the discretionary authority
to vote on Proposal 2 on your behalf, you MUST SIGN, DATE AND RETURN THE BLUE
PROXY CARD. The Fund's designated proxies will not have the discretionary
authority to vote on Proposal 2 on your behalf unless you sign and date the BLUE
proxy card. Your later dated BLUE proxy card will revoke any prior proxy. It is
only the latest dated proxy that counts.
Execution of a proxy card will not affect your right to attend the Meeting
and vote in person. Any shareholder granting a proxy (including a proxy given to
Mr. Goldstein) may revoke it at any time before it is voted by (i) submitting a
duly executed new proxy bearing a later date, (ii) attending and voting at the
Meeting in person, or (iii) at any time before a previously executed proxy is
voted, giving written notice of revocation either to D.F. King & Co., Inc., 48
Wall Street, New York, New York 10005, or to The Emerging Markets
Telecommunications Fund, Inc. c/o Credit Suisse Asset Management, LLC, 466
Lexington Avenue, 16th Floor, New York, New York 10017 Attention: Secretary.
Merely attending the Meeting without voting at the Meeting will not revoke any
previous proxy that has been duly executed by you.
THE BOARD REQUESTS THAT YOU SIGN, DATE AND RETURN YOUR BLUE PROXY CARD AND DO
NOT SIGN THE GREEN PROXY CARD EVEN IF YOU INTEND TO USE IT TO VOTE "AGAINST"
EACH OF MR. GOLDSTEIN'S PROPOSALS.
PROXY SOLICITATIONS
As a result of the proxy contest initiated by Mr. Goldstein, the Fund
expects to incur substantial additional costs in connection with its
solicitation of proxies. Proxy solicitations will be made by officers or
employees of the Fund, Credit Suisse Asset Management, LLC ("CSAM"), the
investment adviser to the Fund, Bear Stearns Funds Management Inc., the
administrator of the Fund, and D.F. King & Co., Inc. ("D.F. King"), a proxy
solicitation firm that has been retained by the Fund. Solicitations will be
made primarily by mail, but may also be made by telephone, telegraph, in
person or by similar means. As a result of the proxy contest initiated by Mr.
Goldstein, D.F. King's solicitation fees of approximately $1,500 have
increased to a fee not to exceed $100,000. D.F. King will be reimbursed for
its reasonable out-of-pocket expenses. D.F. King will utilize approximately
forty people to solicit proxies from shareholders of the Fund. All costs of
solicitation, including (a) printing and mailing of this proxy supplement and
accompanying material, (b) the reimbursement of brokerage firms and others
for their expenses in forwarding solicitation material to the beneficial
owners of the Fund's shares, (c) payment of D.F. King for its services in
soliciting Proxies and (d) supplementary solicitations to submit Proxies,
will be borne by the Fund. This Supplement is expected to be mailed to
shareholders on or about January 19, 2005. Expenses related to the
solicitation of shareholders in excess of those normally spent for an annual
meeting, and excluding the costs of litigation (if any), are expected to
aggregate approximately $98,500, of which $0 has been paid to date.
If you have any questions, please contact our proxy solicitors, D.F. King toll
free at (888) 414-5566.
2
VOTE REQUIRED
In order to be elected to the Board, nominees must receive the affirmative
vote of a plurality of the votes cast at the Meeting in person or by proxy. This
simply means that the two nominees who receive the most votes in their favor
will be elected. Abstentions and broker non-votes will have no impact on the
election of directors.
Approval of the shareholder proposal recommending a tender offer at NAV
will require the affirmative vote of the holders of a majority of the total
votes cast at a meeting of shareholders by the holders of shares present in
person or represented by proxy and entitled to vote on the proposal. Because
abstentions and broker non-votes are not treated as votes cast, any abstentions
and broker non-votes will have no impact on the proposal.
PROPOSAL 1
At the Meeting, you will vote on the election of two directors to the
Fund's classified Board. The Fund's Board has nominated Messrs. William W.
Priest, Jr. and Martin M. Torino to stand for election to the Board. Mr.
Goldstein has nominated two candidates (INCLUDING HIMSELF) for election to the
Board in opposition to those nominated by the Board.
Your Board UNANIMOUSLY believes that the Board's nominees bring
significant insight, experience and expertise to the Board. Messrs. Priest
and Torino have served on the Board of the Fund since 1997 and 1993,
respectively. Messrs. Priest and Torino both have a wealth of financial
market, investment and business experience. Mr. Priest, as the former Chief
Executive Officer of CSAM, brings a unique and informed perspective to the
Board, while Mr. Torino, as an Argentine businessman, provides valuable
insights into the Latin American emerging markets. Both individuals also
serve on other closed-end emerging markets funds managed by CSAM, which
affords them regular exposure to issues common to funds investing in such
markets.
In the Board's opinion, such experience makes Messrs. Priest and Torino
better qualified to represent your interests. As a result, your Board strongly
believes that the Fund and its investment program will be in much better hands
if the Board's experienced nominees are elected rather than being replaced by
Mr. Goldstein's nominees. All of the Fund's current Board members, including
Messrs. Priest and Torino, have been very active in implementing actions to
address the discount issue confronting the Fund. These have included, as
described in greater detail below, the adoption of a self-tender offer policy in
the past, and the subsequent adoption of an open market share repurchase program
when the self-tenders did not appear to have the desired effect on the market
discount. The Directors several years ago also implemented a modification to the
Fund's advisory fee structure so that fees are calculated, not on the basis of
net asset value as is customary in the industry, but on the lower of net asset
value or the market price of the Fund's shares, thereby aligning the adviser's
interests more closely with the shareholders' interests. The Directors have also
adopted a policy of having the Fund pay 50% of each Director's annual director's
fee in the form of Fund shares. All of these steps reflect a Board of Directors
that is active, engaged and independent.
Shareholders should also note that Mr. Goldstein "seeks reimbursement from
the Fund" for his solicitation expenses. Your Board feels it is inappropriate
for the Fund, and in effect its
3
shareholders, to cover the expenses incurred by a dissident shareholder that
undertakes a proxy solicitation in order to advance HIS OWN INTERESTS.
Annex A to this Supplement sets forth certain information relating to the
Fund's directors, nominees, officers and other employees of the Fund who will be
"participants" in the solicitation of proxies on the Fund's behalf.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION OF THE BOARD'S NOMINEES AS DIRECTORS OF THE FUND ON THE ENCLOSED BLUE
PROXY CARD.
PROPOSAL 2
Mr. Goldstein intends to solicit your proxy in support of his proposal to
recommend that the Fund conduct a self-tender offer at its NAV.
YOUR BOARD OF DIRECTORS UNANIMOUSLY OPPOSES PROPOSAL 2 AND STRONGLY URGES ALL
SHAREHOLDERS TO VOTE "AGAINST" PROPOSAL 2 ON THE ENCLOSED BLUE PROXY CARD.
YOUR BOARD REQUESTS THAT YOU DO NOT SIGN THE GREEN PROXY CARD EVEN IF YOU INTEND
TO USE IT TO VOTE "AGAINST" PROPOSAL 2.
The Board does not believe that conducting an unconditional self-tender at
net asset value would strike the best balance between the interests of Fund
shareholders that wish to liquidate their holdings and those that wish to
continue as investors in the Fund. The Board is aware of the importance of
protecting the value of all shareholders' interests in the Fund and therefore
is concerned about the market discount at which the Fund's shares have
historically traded. To that end, the Board monitors the Fund's market
discount and analyzes available remedial actions on an on-going basis. The
Board has for several years discussed at length, both internally and with the
Fund's advisors, possible approaches to the market discount issue and has
taken numerous affirmative steps to address this issue, including the
self-tenders and share repurchases described more fully below and the
modifications to the Fund's investment advisory fee structure described above.
The Board had previously adopted a program of making a self-tender each
year for not less than 15% of the Fund's outstanding shares at a price per
share equal to not less than 95% of the Fund's NAV, and pursuant to that
program had conducted 15% self-tenders in 2001 and 2002. At the time of its
adoption, the Board reserved the right to reevaluate the self-tender program
from time to time in light of its effect on the Fund and market conditions,
and to suspend the program if deemed appropriate. In reaching its decision to
suspend the self-tender program in 2003, the Board noted that the 2001 and
2002 tender offers did not appear to have any long-term material impact on
the Fund's discount level. The Board was also concerned that, given the
percentage of the Fund's assets invested in private equity investments at
that time, the continuation of that self-tender program could result in an
undue concentration of the Fund's investments in illiquid securities.
The Fund today announced that its Board of Directors, after extensive
deliberations over the last several months, has adopted a policy to make annual
self-tenders that
4
includes features that are designed to address the Board's concerns regarding
the composition of the Fund's portfolio. Under this policy, the Fund will
make an annual self-tender for its shares of common stock in an amount equal
to the net proceeds realized by the Fund each year from its illiquid private
equity investments less any capital commitments that are funded during that
year, commencing with a self-tender in an amount equal to such net proceeds
as are realized by the Fund during 2005. A self-tender will be made in any
year only if the shares to be purchased under this formula would equal 5% or
more of the Fund's then outstanding shares; otherwise, the amounts that would
have been applied will be carried over in calculating the amount to be
applied in the next year. The price per share in the self-tenders will be
fixed at 95% of the net asset value of the Fund's shares at the conclusion of
the tender offer period, which is expected to occur near the end of each
calendar year.
In adopting this policy, the Board took note of the fact that as of
the end of its most recent fiscal year the Fund held private equity
investments with a value of approximately $18.5 million, or 21.4% of the
Fund's net assets, and had outstanding capital commitments as of that date of
approximately an additional $8.7 million that are subject to be called by
the private equity funds in which the Fund has invested. While it is not
possible to forecast future distributions to the Fund from such investments,
the Board expects that the number of shares offered to be purchased under
this policy will not be substantial initially but will increase over time as
these private equity funds reach maturity or are otherwise liquidated.
The Board of Directors has also resolved that, so long as this
self-tender policy is in effect, the Fund will not make any additional private
equity investments other than investments that are required pursuant to existing
capital commitments or in exceptional circumstances, such as where the Board has
determined that an additional investment in a private equity fund is appropriate
to seek to preserve or enhance an existing Fund investment.
This self-tender policy may be modified or rescinded by the Board of
Directors based on economic or market conditions or other factors, including
such factors as a significant reduction in the percentage of the Fund's net
assets represented by private equity investments, a risk of material adverse
regulatory or tax consequences or a risk of the Fund's shares becoming subject
to a delisting by the New York Stock Exchange.
The Fund intends to continue its previously announced share
repurchase program, pursuant to which management has been authorized to make
open market purchases from time to time in an amount up to 10% of the Fund's
outstanding shares whenever the Fund's shares are trading at a discount to
net asset value of 15% or more. Open market purchases may also be made within
the discretion of management if the discount is less than 15%. The Board
believes that the share repurchase program provides shareholders additional
liquidity for their shares while affording the Fund's investment manager
greater flexibility to pursue the Fund's investment objective than that
provided by the self-tender program that had been in place. To date, the Fund
has repurchased 514,100 shares under this program, or approximately 5.9% of
its outstanding shares, resulting in an accretion to the Fund's net asset
value per share of approximately $0.075. Repurchases under the program
commenced in February, 2004. During 2003, the average monthly discount to net
asset value at which the Fund's shares traded was 15.9%, while the average
monthly discount for 2004 was 13.5%. As of Friday, January 14, 2005, the
discount was 12.19%.
5
The Board of Directors considered other alternatives to the
self-tender policy in recent months, including annual distributions to
shareholders in an amount equal to the net proceeds received from private equity
investments less capital calls, but determined that such distributions under
certain circumstances could have adverse tax consequences to the Fund and its
shareholders, and accordingly concluded that the conditional self-tenders
announced today would be a preferable course of action.
After extensive discussions, the Directors determined that the
self-tender policy being adopted by the Board is superior to Mr. Goldstein's
proposal for a number of reasons. Under the Fund's policy, any self-tender
will be implemented only following the receipt by the Fund of a material
amount of distributions from the Fund's private equity investments, thereby
avoiding a further concentration of the Fund's portfolio in private equity
investments, which the Board believes would be contrary to the best interests
of the Fund's shareholders. In addition, the Fund's self-tenders, by being
set at a modest discount to net asset value, would enable shareholders who do
not participate in the self-tender to benefit from any resulting accretion to
net asset value. The Board believes that the features of its self-tender
policy strike the best balance between the interests of those shareholders
who wish to liquidate their holdings and those shareholders who wish to
retain their investment. The Board believes that the absence of these
features in Mr. Goldstein's proposal inappropriately favors Fund investors
who are intent on liquidating their shares to the detriment of continuing
investors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"AGAINST" PROPOSAL 2 ON THE ENCLOSED BLUE PROXY CARD.
6
ANNEX A
INFORMATION CONCERNING PARTICIPANTS IN THE SOLICITATION OF
PROXIES BY THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
Under applicable SEC regulations, members of the Board and certain officers
and employees of the Fund may be deemed to be "participants" with respect to the
Fund's solicitation of proxies in connection with its 2005 Annual Meeting of
Shareholders. The following sets forth the name and the present principal
occupation or employment, and the name and principal business address of any
corporation or other organization in which such employment is carried on, of the
persons who may be deemed "participants."
DIRECTORS AND NOMINEES
The principal occupations of the Fund's directors and director nominees who
may be deemed participants in the Fund's solicitation are set forth in Proposal
1 under the "Election of Directors" section of the Fund's proxy statement dated
January 11, 2005 (the "Proxy Statement"). The name and business addresses of the
organizations of employment of the Fund's directors and director nominees are as
follows:
NAME BUSINESS ADDRESS
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Enrique R. Arzac c/o Columbia University
623 Uris Hall, Graduate School of Business
New York, New York 10027
James Cattano c/o Primary Resources, Inc.
55 Old Field Point Road
Greenwich, Connecticut 06830
George W. Landau 2601 South Bayshore Drive
Suite 1275
Coconut Grove, Florida 33133
William W. Priest, Jr. c/o Epoch Investment Partners
667 Madison Avenue
New York, New York 10021
Martin M. Torino c/o Transcontinental Capital Corp.
75 Holly Hill Lane
Greenwich, Connecticut 06830
OFFICERS AND EMPLOYEES
The principal occupations of the Fund's executive officers and other officers
and employees who may be deemed "participants" in the Fund's solicitation of
proxies are set forth below. "The Position Held with Fund" refers to such
person's position with the Fund, and the business address is Credit Suisse Asset
Management, LLC, 466 Lexington Avenue, New York, New York 10017-3140.
NAME POSITION HELD WITH FUND
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Michael E. Kenneally Chairman of the Fund, Chief Executive Officer and President
Emily Alejos Chief Investment Officer
Michael A. Pignataro Chief Financial Officer and Secretary
Emidio Morizio Chief Compliance Officer
Ajay Mehra Chief Legal Officer
J. Kevin Gao Senior Vice President
Robert M. Rizza Treasurer
INFORMATION REGARDING OWNERSHIP OF FUND SECURITIES BY PARTICIPANTS
Except as described herein or in the Proxy Statement, none of the persons
listed above under "Directors and Nominees" and "Officers and Employees" owns
any Fund securities of record which they do not own beneficially. The number of
shares of the Fund held by the directors, officers and employees listed above,
as of December 31, 2004, is set forth below.
NAME SHARE OWNERSHIP
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DIRECTORS
Enrique Arzac 3,047
James Cattano 2,148
George W. Landau 4,538
William W. Priest, Jr. 659
Martin M. Torino 1,712
OFFICERS AND EMPLOYEES
Michael E. Kenneally None
Emily Alejos None
Michael A. Pignataro 74
Emidio Morizio None
Ajay Mehra None
J. Kevin Gao None
Robert M. Rizza None
INFORMATION REGARDING TRANSACTIONS IN FUND SECURITIES BY PARTICIPANTS
The following table sets forth purchases and sales during the past two
years of shares of the Fund by the persons listed above under "Directors and
Nominees" and "Officers and Employees." Except as otherwise noted, all
transactions were in the public market and none of the purchase price or market
value of those shares is represented by funds borrowed or otherwise obtained for
the purpose of acquiring or holding such securities.
NUMBER OF SHARES ACQUIRED
NAME DATE OR (DISPOSED OF) NOTES
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Enrique R. Arzac 12/27/2004 124.251
07/26/2004 162.321
12/26/2003 172.199
7/23/2003 200.806
James Cattano 12/27/2004 124.251
07/26/2004 162.321
12/26/2003 172.199
7/23/2003 200.806
George W. Landau 12/27/2004 124.251
07/26/2004 162.321
12/26/2003 172.199
7/23/2003 200.806
William W. Priest, Jr. 12/27/2004 124.251
NUMBER OF SHARES ACQUIRED OR
NAME DATE OR (DISPOSED OF) NOTES
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07/26/2004 162.321
12/26/2003 172.199
7/23/2003 200.806
Martin M. Torino 12/27/2004 124.251
07/26/2004 162.321
12/26/2003 172.199
7/23/2003 200.806
Michael Pignataro 12/17/2003 74.000
MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS
Except as described herein or in the Proxy Statement, neither any
participant nor any of their respective associates or affiliates (together, the
"Participant Affiliates"), is either a party to any transaction or series of
transactions since October 31, 2003, or has knowledge of any currently proposed
transaction or series of proposed transactions, (i) to which the Fund was or is
to be a party, (ii) in which the amount involved exceeds $60,000, and (iii) in
which any participant or Participant Affiliate had, or will have, a direct or
indirect material interest. Furthermore, except as described herein or in the
Proxy Statement, no participant or Participant Affiliate directly or indirectly
beneficially owns any securities of the Fund.
Except as described herein or in the Proxy Statement, no participant or
Participant Affiliate has entered into any agreement or understanding with any
person respecting any future employment by the Fund or any of its affiliates or
any future transactions to which the Fund or any of its affiliates will or may
be a party. Except as described herein or in the Proxy Statement, there are no
contracts, arrangements or understandings by any participant or Participant
Affiliate within the past year with any person with respect to any securities of
the Fund.
[BLUE PROXY CARD]
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
466 Lexington Avenue
16th Floor
New York, New York 10017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby appoint Michael A. Pignataro and J. Kevin Gao, each with the power of
substitution, as proxies for the undersigned to vote the shares of The Emerging
Markets Telecommunications Fund, Inc. (the "Fund") as to which I am entitled to
vote, as shown on the reverse side, at the Annual Meeting of Shareholders of the
Fund (the "Meeting") to be held on Friday, February 4, 2005, at 2:00 p.m.,
Eastern time, at the offices of the Fund, 466 Lexington Avenue, 16th Floor, New
York, New York 10017, and any adjournments thereof.
[REVERSE SIDE]
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
IF YOU PREVIOUSLY VOTED ON THE FUND'S WHITE PROXY CARD AND WISH
TO VOTE ON PROPOSAL 2, OR TO GIVE THE FUND'S DESIGNATED PROXIES
THE DISCRETIONARY AUTHORITY TO VOTE ON PROPOSAL 2 ON YOUR
BEHALF, YOU MUST SIGN, DATE AND RETURN THIS BLUE PROXY CARD.
THE FUND'S DESIGNATED PROXIES WILL NOT HAVE THE DISCRETIONARY
AUTHORITY TO VOTE ON PROPOSAL 2 ON YOUR BEHALF UNLESS YOU SIGN
AND DATE THIS BLUE PROXY CARD. YOUR LATER DATED BLUE PROXY CARD
WILL REVOKE ANY PRIOR PROXY. IT IS ONLY THE LATEST DATED PROXY
THAT COUNTS.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE NOMINEES IN PROPOSAL 1 AND "AGAINST" PROPOSAL 2.
THIS PROXY WHEN PROPERLY 1) Election of the following nominees as
EXECUTED WILL BE VOTED IN Director:
THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED Nominee:(01) Martin M. Torino (three-year
SHAREHOLDER. IF NO term)
DIRECTION IS MADE, THIS (02) William W. Priest (three-year
PROXY WILL BE VOTED AS term)
RECOMMENDED BY THE BOARD OF
DIRECTORS, IN FAVOR OF THE / / FOR the nominees listed above (except
BOARD'S NOMINEES FOR as marked to the contrary above)
DIRECTOR AND AGAINST THE
SHAREHOLDER PROPOSAL. / / WITHHOLD AUTHORITY to vote for the
nominees listed above
(INSTRUCTION: To withhold authority for
any individual nominee, strike a line
through such individual's name above.)
2) Recommendation that the Fund conduct a
self-tender offer at net asset value:
/ / FOR
/ / AGAINST
/ / ABSTAIN
3) To transact such other business as may
properly come before the Meeting or any
adjournment thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT
LEFT / /
Please sign exactly as name appears at left. 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.
Signature: Date:
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Signature: Date:
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DETACH CARD