WESTERN
INVESTMENT LLC
March 6,
2008
Dear
Fellow Stockholder:
Western
Investment LLC (“Western”) together with our fellow participants in this
solicitation is the largest investor in Cohen & Steers Select Utility Fund,
Inc. (“UTF” or the “Fund”). We write to you regarding the annual
meeting of stockholders scheduled to be held at the offices of the Fund, 280
Park Avenue, 10th Floor, New York, New York 10017, on April 1, 2008 at 10:00
a.m. New York City time. Western believes that the current board of
directors of UTF (the “Board”) has failed to act in your best
interests. Western is therefore seeking your support at the annual
meeting of stockholders for the following purposes:
|
1.
|
To
elect Western’s slate of nominees to the Board, including the Class III
director entitled to be elected solely by holders of UTF’s Auction Market
Preferred Shares, each to hold office until the 2011 annual meeting of the
Fund’s stockholders and until their successors are elected and
qualify;
|
|
2.
|
To
consider and vote upon adjournment of the annual meeting, if proposed;
and
|
|
3.
|
To
consider and vote upon such other business as may properly come before the
annual meeting or any adjournment or postponement thereof. UTF
has been informed that a stockholder intends to submit to the Annual
Meeting the proposal discussed under “Other Matters” in the attached proxy
statement.
|
Western
is seeking representation on the Board, not control of the Fund. Western
believes that significant stockholder representation is necessary to preserve
and protect the value of your investment and to oversee its management for your
benefit. If elected, Western’s nominees will hold only 3 out of 9 seats on the
Board, but we believe that their presence and engaged advocacy will advance the
interests of all stockholders. Western urges you to carefully consider the
information contained in the attached proxy statement and then support its
efforts by voting your shares today by signing, dating and returning today the
enclosed GREEN proxy card in the postage paid envelope provided. The attached
proxy statement and GREEN proxy card are first being furnished to the
stockholders on or about March 6, 2008.
If
you have already sent a proxy card furnished by UTF’s management to UTF, you
have every right to change your vote by signing, dating and returning today the
enclosed GREEN proxy card in the postage paid envelope provided. Only your
latest dated proxy card counts!
If you
have any questions or require assistance voting your shares, please contact
Innisfree M&A Incorporated, who is assisting us, at their address and
toll-free number listed on the following page.
|
Thank
you for your support,
|
|
|
|
/s/
Arthur
D. Lipson |
|
Arthur
D. Lipson
|
|
Western
Investment LLC
|
If
you have any questions or need assistance voting your shares, please
call:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, NY 10022
Stockholders
Call Toll-Free at: (877) 687-1873
Banks
and Brokers Call Collect at: (212) 750-5833
|
|
PLEASE
BE ADVISED:
● Our
interests are aligned with yours – if our investment in UTF prospers, so
does yours (page 4)
● UTF’s history of a persistent double-digit NAV
discount is unacceptable (page 4)
● The Board has failed to take effective and
timely action to reduce the Fund’s NAV discount and has
failed to make accretive repurchases that could benefit
stockholders (page 5)
●
The Board has recently taken a
number of actions that Western believes are not instockholders’
best interests (page
7)
|
|
ANNUAL
MEETING OF STOCKHOLDERS
OF
COHEN
& STEERS SELECT UTILITY FUND, INC.
_________________________
PROXY
STATEMENT
OF
WESTERN
INVESTMENT LLC
_________________________
Please
vote your Shares today by telephone or Internet, as described in the
enclosed GREEN proxy card, or by signing, dating and returning
the GREEN proxy card in the postage paid envelope provided.
Western
Investment LLC, a Delaware limited liability company (“Western” or “we”),
together with our fellow participants in this solicitation, is the largest
stockholder of Cohen & Steers Select Utility Fund, Inc. (“UTF” or the
“Fund”). Western is writing to you in connection with the election of three
nominees to the board of directors of UTF (the “Board”), including the Class III
director entitled to be elected by holders of the Fund’s Auction Market
Preferred Shares, at the annual meeting of stockholders scheduled to be held at
the offices of the Fund, 280 Park Avenue, 10th Floor, New York, New York 10017,
on April 1, 2008 at 10:00 a.m. New York City time, including any adjournments or
postponements thereof and any meeting that may be called in lieu thereof by the
Fund (the “Annual Meeting”). This proxy statement (the “Proxy Statement”) and
the enclosed GREEN proxy card are first being furnished to stockholders on or
about March 6, 2008.
This
proxy statement and the enclosed GREEN proxy card are being
furnished to stockholders of UTF by Western in connection with the solicitation
of proxies from the Fund’s stockholders for the following
proposals:
|
1.
|
To
elect Western’s slate of nominees to the Board, including the Class III
director entitled to be elected solely by holders of UTF’s Auction Market
Preferred Shares (the “Preferred Stock Director”), each to hold office
until the 2011 annual meeting of the Fund’s stockholders and until their
successors are elected and qualify;
|
|
2.
|
To
consider and vote upon adjournment of the Annual Meeting, if proposed;
and
|
|
|
|
|
3.
|
To
consider and vote upon such other business as may properly come before the
annual meeting or any adjournment or postponement thereof. UTF
has been informed that a stockholder intends to submit to the Annual
Meeting the proposal discussed under “Other Matters” in the attached proxy
statement.
|
Western,
Western Investment Hedged Partners L.P. (“WIHP”), Western Investment Activism
Partners LLC (“WIAP”), Western Investment Total Return Fund Ltd., (“WITRL”),
Western Investment Total Return Partners L.P. (“WITRP”), Arthur D. Lipson
(together with Western, WIHP, WIAP, WITRL and WITRP, the “Western Group”),
William J. Roberts, Matthew S. Crouse and Lynn D. Schultz are members of a group
(the “Group”) formed in connection with this proxy solicitation and are deemed
participants in this proxy solicitation.
UTF has
set the close of business on February 25, 2008 as the record date (the “Record
Date”) for determining stockholders entitled to notice of and to vote at the
Annual Meeting. The mailing address of the principal executive
offices of UTF is 280 Park Avenue, New York, NY 10017. Stockholders
of record at the close of business on the Record Date will be entitled to vote
at the Annual Meeting.
According
to UTF, as of February 11, 2008, there were 43,320,750 shares of Common Stock,
$0.001 par value, (the “Common Stock”) outstanding and 26,080 Auction Market
Preferred Shares, liquidation preference $25,000 per share (the “Preferred
Stock” and together with the Common Stock, the “Shares”) outstanding. Holders of
the Common and Preferred Stock voting together as a single class are entitled to
one vote per share on all business of the Annual Meeting including any
adjournment or postponement thereof, except for the election of the Preferred
Stock Director. Holders of the Preferred Stock voting separately as a class are
entitled to vote for the election of the Preferred Stock Director. As of the
Record Date, Western, together with all of the participants in this
solicitation, was the beneficial owner of an aggregate of approximately
3,088,075 shares of Common Stock, which represents approximately 7.1% of the
Common Stock outstanding as of the Record Date. The participants in this
solicitation intend to vote such Shares for the election of Western’s slate of
director nominees.
THIS
SOLICITATION IS BEING MADE BY WESTERN AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OR MANAGEMENT OF UTF. WESTERN IS NOT AWARE OF ANY OTHER MATTERS TO BE
BROUGHT BEFORE THE ANNUAL MEETING EXCEPT AS DISCUSSED HEREIN. SHOULD OTHER
MATTERS, WHICH WESTERN IS NOT AWARE OF WITHIN A REASONABLE TIME BEFORE THIS
SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES
IN THE ENCLOSED GREEN PROXY CARD WILL
VOTE ON SUCH MATTERS IN THEIR DISCRETION.
WESTERN
URGES YOU TO VOTE IN FAVOR OF THE ELECTION OF WESTERN’S NOMINEES BY SIGNING,
DATING AND RETURNING THE ENCLOSED GREEN
PROXY CARD TODAY.
IF YOU
HAVE ALREADY GIVEN A PROXY TO UTF’S MANAGEMENT, YOU MAY REVOKE THAT PROXY AND
VOTE IN FAVOR OF WESTERN’S NOMINEES BY SIGNING, DATING AND RETURNING THE
ENCLOSED GREEN PROXY CARD TODAY. THE
LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO THE ANNUAL MEETING BY AUTHORIZING A LATER PROXY BY TELEPHONE OR
INTERNET OR BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY
FOR THE ANNUAL MEETING TO WESTERN, C/O INNISFREE M&A INCORPORATED, WHICH IS
ASSISTING IN THIS SOLICITATION, OR TO THE SECRETARY OF UTF (WITH A COPY TO
INNISFREE M&A INCORPORATED), OR BY VOTING IN PERSON AT THE ANNUAL
MEETING.
IMPORTANT
YOUR
VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
If
you have already sent a proxy card furnished by UTF’s management to UTF, you
have every right to change your vote by signing, dating and returning the
enclosed GREEN proxy card or by following the instructions for telephone or
internet voting detailed thereon. Only your latest dated proxy card
counts!
You
may vote your Shares by telephone or Internet, as described in the enclosed
GREEN proxy card, or by signing, dating and returning today the enclosed GREEN
proxy card, marked FOR the election of Western’s nominees.
·
|
If
your Shares are registered in your own name, you may vote your Shares by
following the instructions detailed on the enclosed GREEN proxy card, by
signing, dating and mailing the enclosed GREEN proxy card to
Western, c/o Innisfree M&A Incorporated, in the enclosed postage-paid
envelope today.
|
·
|
If
any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can vote such
Shares and only upon receipt of your specific
instructions. Accordingly, please provide your broker or bank
with voting instructions to vote on your behalf the GREEN proxy
card. In addition, if you hold your Shares in a brokerage or
bank account, your broker or bank may allow you to provide your voting
instructions by telephone or Internet. Please consult the
materials you receive from your broker or bank prior to authorizing a
proxy by telephone or Internet. Western urges you to confirm
your instructions in writing to the person responsible for your account
and to provide a copy of such instructions to Western, c/o Innisfree
M&A Incorporated, who is assisting in this solicitation, at the
address and telephone numbers set forth below, and on the back cover of
this proxy statement, so that we may be aware of all instructions and can
attempt to ensure that such instructions are
followed.
|
If
you have any questions or need assistance voting your Shares, please
call:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, NY 10022
Stockholders
Call Toll-Free at: (877) 687-1873
Banks
and Brokers Call Collect at: (212) 750-5833
BACKGROUND
TO SOLICITATION
·
|
The
Western Group began acquiring Shares of UTF in
2004.
|
·
|
On
May 5, 2006, UTF reached its largest discount to its net asset value
(“NAV”), 17.77%.
|
·
|
September
28, 2007 marked the twelfth straight quarter that UTF’s NAV discount
remained greater than 10%.
|
·
|
In
early December 2007 Western contacted UTF with its concerns regarding the
Fund’s persistent discount to NAV and to set up an in-person meeting with
the Fund to be held on January 8, 2008 in order to voice its concerns in
greater detail.
|
·
|
On
December 26, 2007, UTF filed a Form 8-K with the Securities and Exchange
Commission disclosing numerous measures adopted by the Fund that clearly
contradict accepted standards of good corporate
governance.
|
·
|
In
light of UTF’s day after Christmas bombshell, Western intended to use its
January meeting to also attempt to understand the Fund’s rationale for
such stockholder unfriendly changes. In order to better share
the explanation with other stockholders, the true owners of UTF, Western
thought all parties would benefit if it brought a member of the press with
it to the meeting. However, after Western notified UTF that it
had invited a member of the press to accompany it, UTF abruptly canceled
the meeting. Western does not understand why a Fund
representative was unwilling to meet with us and explain their
motivations. A public company is accountable to its
stockholders, and Western believes there should be full
transparency. Western is left with the impression that the
interests of the Board and management may not be clearly aligned with the
interests of stockholders.
|
·
|
On
January 18, 2008, Western issued an open letter to the members of the
Board describing certain concerns it had regarding recent stockholder
unfriendly actions taken by the Board that, it believed, were taken in
reaction to its attempts to have UTF address its
concerns.
|
·
|
On
January 18, 2008, Western delivered a letter to UTF notifying the Fund of
its intentions to nominate three directors for election to the Board at
the Annual Meeting.
|
REASONS
FOR SOLICITATION
Our
interests are aligned with yours
Western
and the other participants in this solicitation are significant investors in UTF
and we remain committed to our investment in the Fund. Western made
its first investment in UTF shortly after its inception and currently is the
Fund’s largest stockholder – if our investment in UTF prospers, so does
yours. The object and intent of our solicitation is clearly aligned
with the interests of all stockholders – to create value and improve performance
and to ensure that stockholders receive the maximum value for their investment
in UTF.
UTF’s
history of a persistent double-digit NAV discount and the Board’s failure to
address it is unacceptable
UTF’s
share price has traded at a double-digit discount to its per share NAV for most
of its operating history, beginning less than three months after its inception
and peaking at 17.77% in May 2006. We believe that the persistence of
this discount was, in part, due to the perception that the persistent and
substantial NAV discount is not being addressed by the Board. Any
time a stockholder chooses to sell his or her ownership of a closed end fund at
a steep discount to NAV, that stockholder is harmed no matter what the fund’s
discount was at the time the stockholder purchased their shares of that
fund. When a NAV discount is excessive, a selling stockholder is
forced to leave behind a substantial portion of the value underlying the shares
at the time of sale. We believe the fair value of a share of common
stock of a closed end fund should be its NAV, or a value very
close.
The table
below shows the discount of UTF’s stock price to UTF’s NAV since June 30, 2004
(on the last day of each calendar quarter).
|
Date
|
% (Discount) to NAV
|
|
06/30/04
|
(12.653)
|
|
|
09/30/04
|
(9.086)
|
|
|
12/31/04
|
(11.439)
|
|
|
03/31/05
|
(14.260)
|
|
|
06/30/05
|
(13.098)
|
|
|
09/30/05
|
(14.961)
|
|
|
12/30/05
|
(15.825)
|
|
|
03/31/06
|
(14.363)
|
|
|
06/30/06
|
(16.044)
|
|
|
09/29/06
|
(14.510)
|
|
|
12/29/06
|
(13.954)
|
|
|
03/30/07
|
(14.384)
|
|
|
06/29/07
|
(12.762)
|
|
|
09/28/07
|
(13.384)
|
|
|
12/31/07
|
(6.969)
|
|
Western
believes that without its public filings disclosing its investment in UTF in
fourth-quarter 2007, the discount to NAV would have remained a double-digit
discount.
As a UTF
stockholder, Western is extremely concerned about the Board’s failure to make
accretive stock buyback purchases when the Fund was at an excessive NAV discount
and its effect on stockholder value. For example, assume UTF trades
at a NAV discount of 9.6% (the Fund’s NAV discount on February 14,
2008). What this means is that for each $1 of underlying UTF net
asset value, a share of Common Stock would trade at less than 91
cents. So long as the NAV discount persists, exiting UTF stockholders
who sell their shares of Common Stock will sell them at a discount to the
underlying NAV. Additionally, for those stockholders who had
purchased Shares upon the offering in March 2004, in addition to having to deal
with the persistent double-digit discount to NAV they also paid a 4.5% sales and
underwriting load to purchase their Shares, thereby further harming investment
returns. Accordingly, for investors in the initial offering, after
giving effect to the initial commission, selling UTF stockholders have at times
experienced lost value in excess of 20% of NAV. While investors may
have received value in the form of distributions from UTF during this time, this
does not change the fact that selling shares when UTF’s NAV discount is
excessive means that the selling stockholder is forced to leave behind a
substantial portion of the value underlying such shares at the time of
sale.
Despite
this, the Board has taken clearly inadequate action to address the effect of the
NAV discount on stockholder value, and has been content to let stockholders
suffer such harm to the returns on their investment. In fact, in
UTF’s most recent annual report, the Fund noted that while the Fund’s advisory
fee and gross expense ratio were above the Peer Fund (as such term is defined
therein) median, in light of the temporary fee waiver in place at the time, the
Fund’s expense structure was competitive to its peer group. We wonder
if UTF’s expense structure could still be considered competitive had the Fund
taken into account the “costs” stockholders are incurring due to the Fund’s
abysmal NAV discount.
Overall
we believe the Board’s actions, or more appropriately, inaction, is symptomatic
of its indifference to the plight of UTF’s stockholders. As an
example of just how dismal UTF’s NAV discount has been, of the 655 publicly
traded U.S. domiciled closed-end funds currently registered with the Securities
and Exchange Commission, during the period from January 14, 2005 through July
27, 2007, the Fund ranked in the worst 1% for 36% of the weeks, and in the
bottom 10% for 100% of the weeks, as illustrated in the chart
below.
As a
stockholder we feel this goes beyond unacceptable. Given such
circumstances, we believe that there is ample evidence that the Board has not
been properly looking after stockholders’ best interests or earned the premium
charged to stockholders, who, in turn, have not seen a justification for either
the premium they paid as part of their initial investment or their recurring
management fees.
STOCKHOLDERS
DO NOT DESERVE A REACTIVE BOARD; THEY DESERVE A PROACTIVE ONE – ONE THAT SOLELY
ACTS WITH THE BEST INTERESTS OF STOCKHOLDERS IN MIND
Closed-end
funds such as UTF require a strong and independent board to properly protect the
rights of stockholders
A
closed-end fund such as UTF is frequently formed by or on behalf of the entity,
or its affiliate, that ultimately becomes the manager of the fund. The fund
manager, or its affiliate, earns profits through management fees. Many people
believe that the fund manager’s interest is likely in maximizing its profits,
which it does by having the highest amount of assets in the fund. Accordingly,
certain actions that may benefit stockholders such as large dividends or an
accretive stock buyback likely will reduce profits for the fund manager by
reducing assets under management. Western believes that closed-end fund managers
often use their influence with their hand-picked boards to maximize management
fees rather than focusing on increasing NAV and earnings per share through,
among other things, the repurchase of shares at a discount to NAV.
Not
surprisingly, during the past three years when UTF was trading at its
significant NAV discount, the Board did not institute a repurchase of the
Shares, or take other adequate action to address this problem. Using
cash on hand or cash generated through the sale of assets, UTF could have
engaged in accretive stock buyback purchases that would have reduced the lost
value selling stockholders suffered due to the NAV discount while, at the same
time, increasing the NAV and earnings per share for remaining
stockholders. To us, this seems like a triple win for
stockholders. Yet the Board chose not to conduct a
buyback. We wonder, how much did the fact that fees collected by
UTF’s fund manager are calculated based on the amount of assets under management
affect the Board’s decision?
Each UTF
director that currently serves on the Board serves on the Board of every single other Cohen &
Steers fund and each “non-interested” director individually collects over
$130,000 in fees annually for their services. Is it any wonder that
the Board seems content with inaction regarding the NAV
discount? Between their services on and their six-figure annual fees
from the other Cohen & Steers funds, can the Board be trusted to take the
actions necessary to ensure UTF’s stockholders receive the maximum value for
their investment in the Fund?
Western
believes that the anti-corporate governance By-Law amendments recently enacted
are further examples of actions taken by the Board that are not in the
stockholders’ best interests.
These
By-Law amendments were disclosed on a date that we believe may have been chosen
so stockholders would miss the disclosures. The measures adopted by
the Fund, we believe, run contrary to general standards of good corporate
governance.
|
·
|
The Board amended the By-Laws
to further restrict director nominations by
stockholders. UTF disclosed that the Fund amended its
By-Laws regarding its procedure for nominating directors to the Board,
making it more cumbersome for stockholders to nominate
directors. As a result, stockholders must now provide notice to
the Fund a full four
months in advance if they wish to nominate directors for election
to the Board. In addition, stockholders who nominate directors
must provide an unusually large amount of information about themselves,
and, at the request of the Board, provide updates to a previously
acceptable nomination notice, or risk having their nominees
disqualified.
|
|
·
|
The Board amended the By-Laws
to further restrict stockholders from calling a special meeting of
stockholders. We believe annual and special meetings of
stockholders are important tools for stockholders’ voices to be
heard. UTF already had required a prohibitive threshold of over
50% of the shares entitled to vote at a meeting to call a special
meeting. The amendment further restricts stockholders’ ability
to call a special meeting by instituting a cumbersome and time-consuming
process for a stockholder to attempt to exercise this basic
right. With the prior 50% requirement together with the recent
amendments, Western believes the Board has effectively precluded
stockholders from calling a special
meeting.
|
|
·
|
The Board amended the By-Laws
in order to opt into a provision of Maryland law to further entrench the
directors. UTF disclosed that the Fund had opted into
Sections 3-804(b) and (c) of the Maryland General Corporation Law
regarding the determination of the size and composition of the
Board. The amendments, among other things, provide that
directors who are appointed by the Board may now serve for the remainder
of the three-year term without being elected by
stockholders. We believe opting into these provisions has given
the Board further opportunity to manipulate its size and composition
without input from stockholders.
|
These new restrictive provisions were
on top of restrictions that have existed since the Fund’s
inception. Restrictive provisions that already existed include
provisions for staggered terms of office for directors and the inability of a
majority of stockholders to remove directors without cause, as well as
super-majority voting requirements for mergers, consolidations, liquidations,
terminations and asset sale transactions, amendments to the articles of
incorporation and conversions to open-end status. By its own
admission, the Fund acknowledges that these provisions are greater than required
under Maryland law and the Investment Company Act of 1940, as
amended.
We
believe the Fund’s actions run contrary to the openness and stockholder
participation other public companies encourage while providing no real benefit
to stockholders. We feel that by taking such action, the Board has
created no value for stockholders and only further entrenched
itself. We believe the time and effort the Board spent enacting these
provisions could have been better spent and would have better served the
interests of the true owners of UTF – the stockholders – if the Board had
addressed UTF’s persistent NAV discount instead. If elected, the
Nominees will work to maximize value for all stockholders.
STOCKHOLDERS
ARE ENTITLED TO A BOARD THAT WILL ACT IN THEIR BEST INTERESTS. AS
STOCKHOLDERS WITH REAL OWNERSHIP IN UTF, OUR NOMINEES’ INTERESTS ARE ALIGNED
WITH YOURS – IF OUR INVESTMENT IN THE FUND PROSPERS, SO DOES YOURS.
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
Western
proposes to elect Arthur D. Lipson, William J. Roberts and Matthew S. Crouse as
nominees (together, the “Nominees”) to the Board. Western is
nominating Mr. Crouse to serve as the Preferred Stock Director. The
Nominees, other than the Preferred Stock Director nominee, must be elected by
the holders of a plurality of UTF’s outstanding Common and Preferred Stock
voting together as a single class. The Preferred Stock Director
nominee must be elected by a plurality of UTF’s outstanding Preferred Stock
voting separately as a class.
Western
believes that the Nominees have extensive experience in private and public
investment, a history of outstanding investment records, and have outstanding
credentials. If elected, the Nominees will work on behalf of all
stockholders to influence each member of the Board to take all actions necessary
to maximize the value of your Shares, to reduce UTF’s share price NAV discount
to less than 3% of the underlying value of its Shares and to implement corporate
governance reform. Our Nominees have no intention of seeking to
open-end or liquidate UTF.
OUR
NOMINEES
The
following information sets forth the name, age, business address, present
principal occupation, and employment and material occupations, positions,
offices, or employments for the past five years of each of our
Nominees.
Arthur D. Lipson (Age 65) has
been managing private investment partnerships since 1995. He has been
the sole managing member of Western, a Delaware limited liability company, which
has acted as the general partner, managing member or investment manager, as the
case may be, of private investment partnerships in certain funds since
1997. Western specializes in investing in undervalued
companies. Mr. Lipson has additional substantial experience in sales
and trading and research, including previously heading all fixed income research
for Lehman Brothers and for Paine Webber, was a known leader in the industry,
and created, among other things, the Lehman Brothers bond
indices. Mr. Lipson received a Masters of Science from Columbia
University and a Bachelor of Science from the California Institute of
Technology. Mr. Lipson currently serves on the Board of Trustees of
Pioneer Municipal and Equity Income Trust (NYSE:PBF). Mr. Lipson does
not currently hold, nor has he at any time held, any position with the
Fund. Mr. Lipson does not oversee any portfolios in UTF’s Fund
Complex.
William J. Roberts (Age 51)
has served as the Chairman of the Board of the League of Conservation
Voters since 2003 and a Board Member since 1990. From 1990 to 1996
Mr. Roberts served as the Legislative Director of the Environmental Defense Fund
(“EDF”). He served as EDF’s Strategic Communications Director from
1996 to 1998. Mr. Roberts has also served as the President and
Executive Director of the Beldon Fund, a non-profit organization dedicated,
through the investment of its principles and earnings, to supporting nonprofit
advocacy organizations in building a national consensus to achieve and sustain a
healthy planet, since 1998. Mr. Roberts has a Bachelors and Masters
degree in Economics from Yale University and a J.D. from the University of
Chicago. Mr. Roberts does not currently hold, nor has he at any time
held, any position with the Fund. Mr. Roberts does not oversee any
portfolios in UTF’s Fund Complex.
Matthew S. Crouse (Age 36) has
served as a portfolio manager at Western since February 2003. From
January 2002 to January 2003, he served as the Manager of Market Risk Control
for Duke Energy, a utility company with an affiliated real estate
operation. From June 2000 to December 2001, he served as
Manager/Director of Research for The New Power Company, a retail energy
supplier. Mr. Crouse received a Ph.D. in Electrical Engineering from
Rice University and a Masters of Business Administration from the University of
Houston. Mr. Crouse does not currently hold, nor has he at any time
held, any position with the Fund. Mr. Crouse does not oversee any
portfolios in UTF’s Fund Complex.
ADDITIONAL
INFORMATION ABOUT THE NOMINEES
As of the
date hereof, the dollar range of shares of the Fund beneficially owned by each
Nominee is as follows:
Name of Nominee
|
Dollar
Range of Equity Securities in
UTF
|
Aggregate
Dollar Range of Equity Securities in All Funds to be Overseen by Nominee
|
Arthur
D. Lipson
|
Over
$100,000
|
Over
$100,000
|
William
J. Roberts
|
--
|
$1
- $10,000
|
Matthew
S. Crouse
|
--
|
--
|
None of
the Nominees, their affiliates or any other related persons, has, during the
past 5 years, held any position, including as an officer, employee, director or
general partner, with (i) UTF, (ii) any investment company, or any person that
would be an investment company but for the exclusions provided by Sections
3(c)(1) and (c)(7) of the Investment Company Act of 1940 (the “1940 Act”),
having the same investment adviser, principal underwriter or Sponsoring
Insurance Company (as such item is defined in the 1940 Act) or under the control
of such investment adviser, principal underwriter or Sponsoring Insurance
Company, as UTF, (iii) UTF’s investment adviser, principal underwriter or
Sponsoring Insurance Company and (iv) any person, directly or indirectly
controlling, controlled by, or under common control of UTF’s investment adviser,
principal underwriter, or Sponsoring Insurance Company.
Since the
beginning of UTF’s last two completed fiscal years, no officer of an investment
adviser, principal underwriter, or Sponsoring Insurance Company, of UTF, or of a
person directly or indirectly controlling, controlled by, or under common
control thereby, serves, or has served, on the board of directors of a company
of which a Nominee is an officer.
Since the
beginning of UTF’s last two completed fiscal years, no Nominee or any of his
associates was a party to any transaction, or series of similar transactions or
is a party to any currently proposed transaction, or series of similar
transactions, in which the amount involved exceeded or is to exceed $120,000, to
which (i) UTF, (ii) any of its officers, (iii) any investment company, or
officer thereof, or any person, or officer thereof, that would be an investment
company but for the exclusions provided by Sections 3(c)(1) and (c)(7) of the
1940 Act, having the same investment adviser, principal underwriter or
Sponsoring Insurance Company or under the control of such investment adviser,
principal underwriter or Sponsoring Insurance Company, as UTF, (iv) UTF’s
investment adviser, principal underwriter or Sponsoring Insurance Company, or
officer thereof, (v) any person, or officer thereof, directly or indirectly
controlling, controlled by, or under common control of UTF’s investment adviser,
principal underwriter, or Sponsoring Insurance Company, was or is to be a
party.
The
information provided above has been furnished to Western by the
Nominees. The Nominees are citizens of the United States of
America. None of the Nominees is an “interested person” of the Fund
within the meaning of Section 2(a)(19) of the 1940 Act.
YOU ARE URGED TO VOTE FOR THE
ELECTION OF WESTERN’S NOMINEES ON THE ENCLOSED GREEN PROXY
CARD.
OTHER
MATTERS
In UTF’s
proxy statement, the Fund disclosed that a proposing stockholder, whom it did
not name, gave notice that it intends to submit the following proposal at the
Annual Meeting.
If the
Fund’s shares trade at an average discount of more than 7.5% during any calendar
quarter the Fund shall commence a self-tender offer within twenty days of the
end of such quarter for 15% of its shares at 98% of net asset value (the
“Stockholder Proposal”).
UTF’s
proxy statement states that the Fund believes that the Stockholder Proposal will
be inappropriate for stockholder action and the chairman of the Annual Meeting
will rule the Stockholder Proposal out of order, as permitted under Maryland
law, unless it is brought before the Annual Meeting as a “precatory” proposal,
that is, a recommendation that the Board adopt such a policy which is not
binding on the Board or UTF even if approved by the requisite number of votes.
For more information please refer to the section in the Funds’s proxy statement
titled “OTHER MATTERS.”
Western
calls on management to not hide behind legal technicalities, but to provide
stockholders the opportunity to express their concerns. Western is
not affiliated with the proposing stockholder and has taken no position with
respect to the Stockholder Proposal should it come before the Annual
Meeting.
We are
not aware of any other proposals to be brought before the Annual Meeting.
However, we intend to bring before the Annual Meeting such business as may be
appropriate, including without limitation nominating additional persons for
directorships, or making any proposals as may be appropriate to address any
action of the Board not publicly disclosed prior to the date of this proxy
statement. Should other proposals be brought before the Annual Meeting, the
persons named as proxies in the enclosed GREEN
proxy card will vote on such matters in their discretion.
VOTING
AND PROXY PROCEDURES
Only
stockholders of record on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. Holders of the Common and Preferred Stock
voting together as a single class are entitled to one vote per share on all
business of the Annual Meeting including any adjournment or postponement
thereof, except for the election of the Preferred Stock
Director. Holders of the Preferred Stock voting separately as a class
are entitled to vote for the election of the Preferred Stock
Director. Stockholders who sell their Shares before the Record Date
(or acquire them without voting rights after the Record Date) may not vote such
Shares. Stockholders of record on the Record Date will retain their
voting rights in connection with the Annual Meeting even if they sell such
Shares after the Record Date. Based on publicly available
information, Western believes that the only outstanding classes of securities of
UTF entitled to vote at the Annual Meeting are the Common and Preferred
Stock.
Stockholders,
including those who expect to attend the Annual Meeting, are urged to vote their
Shares today by following the instructions for voting detailed on the enclosed
GREEN proxy
card.
Authorized
proxies will be voted at the Annual Meeting as marked and, in the absence of
specific instructions, will be voted FOR the election of Western’s Nominees, to
ABSTAIN from the Stockholder Proposal, AGAINST any proposed adjournment proposal
and in the discretion of the person named as proxy on all other matters as may
properly come before the Annual Meeting.
We are
asking you to vote FOR the election of Western’s Nominees. The
enclosed GREEN proxy
card may only be voted for our Nominees and does not confer voting power with
respect to the Fund’s nominees. Stockholders should refer to the
Fund’s proxy statement for the names, backgrounds, qualifications and other
information concerning the Fund’s nominees. The participants in this
solicitation intend to vote all of their Shares for the election of Western’s
Nominees and will not vote their Shares in favor of any of UTF’s director
nominees.
QUORUM;
VOTES REQUIRED FOR APPROVAL; ABSTENTIONS
In
accordance with the By-Laws, the presence in person or by proxy of the holders
of record of a majority of the Shares entitled to vote at the Annual Meeting
shall constitute a quorum at the Annual Meeting. The presence in person or by
proxy of the holders of record of a majority of the Shares of the Fund’s issued
and outstanding Preferred Stock shall be required to constitute a quorum for the
purpose of electing the Preferred Share Director. If, however, a quorum shall
not be present or represented at the Annual Meeting or if fewer Shares are
present in person or by proxy than is the minimum required to take action with
respect to any proposal presented at the Annual Meeting, the chairman of the
Annual Meeting or the holders of a majority of the Shares present in person or
by proxy (or a majority of votes cast if a quorum is present) shall have the
power to adjourn the Annual Meeting from time to time, without notice other than
announcement at the Annual Meeting, until the requisite number of shares
entitled to vote at the Annual Meeting shall be present. At any adjourned Annual
Meeting, if the relevant quorum is subsequently constituted, any business may be
transacted which might have been transacted at the Annual Meeting as originally
called. For purposes of determining the presence of a quorum for transacting
business at the Annual Meeting, abstentions and broker “non-votes” (that is,
proxies from brokers or nominees indicating that they 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. For this reason, abstentions and broker non-votes will have no
effect on the result of the vote for each proposal.
The
Nominees, other than the Preferred Stock Director nominee, must be elected by
the holders of a plurality of UTF’s outstanding Common and Preferred Stock
voting together as a single class. The Preferred Stock Director
nominee must be elected by plurality of UTF’s outstanding Preferred Stock voting
separately as a class. This means that the three nominees elected to
serve on the Board will be the two individuals receiving the highest number of
votes cast for nominees to be elected by holders of the Common and Preferred
Stock voting together as a single class and the individual receiving the highest
number of votes cast for nominees to be elected by the holders of the Preferred
Stock voting separately as a single class. The Stockholder
Proposal, should it be properly brought before the Annual Meeting, requires the
affirmative vote of a majority of the Shares cast at the Annual Meeting and
entitled to vote for approval.
REVOCATION
OF PROXIES
Stockholders
of UTF may revoke their proxies at any time prior to exercise by attending the
Annual Meeting and voting in person (although attendance at the Annual Meeting
will not in and of itself constitute revocation of a proxy), by delivering a
later-dated proxy by Internet, by telephone or by mail, or by delivering a
written notice of revocation. The delivery of a later-dated proxy
which is properly completed will constitute a revocation of any earlier
proxy. The revocation may be delivered either to Western in care of
Innisfree M&A Incorporated at the address set forth on the back cover of
this proxy statement or to Cohen & Steers Select Utility Fund, Inc. at 280
Park Avenue, New York, NY 10017 or any other address provided by
UTF. Although a revocation is effective if delivered to UTF, Western
requests that either the original or photostatic copies of all revocations be
mailed to Western in care of Innisfree M&A Incorporated at the address set
forth on the back cover of this proxy statement so that Western will be aware of
all revocations and can more accurately determine if and when proxies have been
received from the holders of record on the Record Date of a majority of the
outstanding Shares. Additionally, Innisfree M&A Incorporated may
use this information to contact stockholders who have revoked their proxies in
order to solicit later-dated proxies for the election of the Nominees and
approval of other proposals described herein.
IF
YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD PLEASE VOTE YOUR
SHARES BY TELEPHONE OR INTERNET, AS DESCRIBED IN THE ENCLOSED GREEN PROXY CARD,
OR BY SIGNING, DATING AND RETURNING PROMPTLY THE ENCLOSED GREEN PROXY CARD, IN
THE POSTAGE-PAID ENVELOPE PROVIDED.
SOLICITATION
OF PROXIES
The
solicitation of proxies pursuant to this proxy statement (the “Solicitation”) is
being made by Western. Proxies may be solicited by mail, facsimile,
telephone, Internet, in person and by advertisements.
Western
has entered into an agreement with Innisfree M&A Incorporated for
solicitation and advisory services in connection with this solicitation, for
which Innisfree M&A Incorporated will receive a fee not to exceed $75,000,
together with reimbursement for its reasonable out-of-pocket expenses, and will
be indemnified against certain liabilities and expenses, including certain
liabilities under the federal securities laws. Innisfree M&A
Incorporated will solicit proxies from individuals, brokers, banks, bank
nominees and other institutional holders. Western has requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all solicitation materials to the beneficial owners of the Shares they
hold of record. Western will reimburse these record holders for their
reasonable out-of-pocket expenses in so doing. It is anticipated that
Innisfree M&A Incorporated will employ approximately 50 persons to solicit
UTF’s stockholders for the Annual Meeting.
The
entire expense of soliciting proxies is being borne by Western, subject to
certain limitations, pursuant to the terms of the Joint Filing and Solicitation
Agreement described below. WIHP, WIAP, WITRL and WITRP have
separately agreed to reimburse Western on a pro rata basis for these
expenses. Because Western believes that UTF’s stockholders will
benefit from the solicitation (defined below), Western intends to seek
reimbursement from UTF, to the fullest extent permitted by law, of all expenses
it incurs in connection with the solicitation. If necessary, Western
will ask UTF to submit an application in this regard to, and obtain an order or
a no-action letter from, the Securities and Exchange
Commission. Western does not intend to submit the question of such
reimbursement to a vote of security holders of UTF unless otherwise required by
law. Costs of this solicitation of proxies are currently estimated to
be approximately $150,000. Western estimates that through the date
hereof, its expenses in connection with this solicitation are approximately
$50,000.
OTHER
PARTICIPANT INFORMATION
Each
member of the Group is a participant in this solicitation. Arthur D.
Lipson is the managing member of Western, a Delaware limited liability
company. Western is the managing member of WIAP, a Delaware limited
liability company, investment manager of WITRL a Cayman Islands corporation, and
the general partner of each of WIHP, a Delaware limited partnership, and WITRP,
a Delaware limited partnership, respectively. Messrs. Lipson, Roberts
and Crouse are each nominees for director of UTF. The principal
business address of Mr. Lipson, Mr. Crouse, Western, WIHP, WIAP, WITRP and WITRL
is c/o Western Investment LLC, 7050 South Union Park Center, Suite 590, Midvale,
Utah 84047. The principal business address of Mr. Roberts is c/o
Beldon Fund, 99 Madison Avenue, 8th Floor, New York, New York
10016. Ms. Schultz does not have a principal business address, but
can be reached c/o Western. Each of Western and Mr. Lipson is deemed
to have sole voting and dispositive power over the Shares reported as
beneficially owned by WIHP, WIAP, WITRP and WITRL by virtue of their respective
positions described above.
The
principal business of Western is acting as the managing member of WIAP,
investment manager of WITRL and the general partner of each of WIHP and WITRP,
respectively. The principal occupation of Mr. Lipson is acting as the
managing member of Western. The principal business of each of WIHP,
WIAP, WITRL and WITRP is acquiring, holding and disposing of investments in
various companies. The principal occupation of Mr. Roberts is serving
as the President and Executive Director of the Beldon Fund, a non-profit
organization. The principal occupation of Mr. Crouse is serving as
portfolio manager at Western. The principal occupation of Ms. Schultz
is psychotherapist.
For
information regarding purchases and sales of securities of UTF during the past
two years by members of the Group and affiliates of Western that no longer own
any Shares, see Schedule I to this proxy statement. WIHP, WIAP and
WITRP each purchased their Shares in margin accounts, where they are held
together with other publicly traded securities. Each of WIHP and
WITRL is a party to certain equity swap arrangements relating to the
Fund. For information regarding these swap arrangements see Schedule
I to this proxy statement.
On
January 22, 2008 the members of the Group entered into a Joint Filing and
Solicitation Agreement in which, among other things, (a) the parties agreed to
the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of UTF to the extent required by applicable law, (b)
the parties agreed to solicit proxies or written consents for the election of
the Nominees, or any other person(s) nominated by Western and Mr. Lipson, to the
Board at the Annual Meeting and (c) Western agreed to bear all expenses incurred
in connection with the Group’s activities, including approved expenses incurred
by any of the parties in connection with the solicitation, subject to certain
limitations. Ms. Schultz joined the Group on March 6, 2008 and agreed
to be bound by the terms of the Joint Filing and Solicitation Agreement and to
take reasonable steps to request, at Western’s sole cost and expense, a complete
list of record and beneficial holders of UTF’s securities, and related
materials. WIHP, WIAP, WITRP and WITRL have separately agreed to
reimburse Western on a pro rata basis for expenses incurred in connection with
the solicitation.
Because
Western believes that UTF’s stockholders will benefit from the Solicitation,
Western intends to seek reimbursement from the Fund, to the fullest extent
permitted by law, of all expenses it incurs in connection with the
Solicitation. If necessary, Western will ask UTF to submit an
application in this regard to, and obtain an order or a no-action letter from,
the Securities and Exchange Commission. Western does not intend to
submit the question of such reimbursement to a vote of security holders of
UTF.
As of the
Record Date, WIHP, WIAP and WITRP beneficially owned 1,182,000, 1,170,359 and
734,700 shares of Common Stock, respectively, constituting approximately 2.7%,
2.7% and 1.7%, respectively, of the Common Stock outstanding. Western directly
owned approximately 1,016 shares of Common Stock, constituting less than 1% of
the shares of Common Stock outstanding. As the managing member of WIAP and the
general partner of each of WIHP and WITRP, Western may be deemed to beneficially
own the 3,087,059 shares of Common Stock owned in the aggregate by WIHP, WIAP
and WITRP, constituting approximately 7.1% of the Common Stock outstanding, in
addition to the approximately 1,016 shares of Common Stock it held directly as
of the Record Date. As the managing member of Western, Mr. Lipson may be deemed
to beneficially own the approximately 3,088,075 shares of Common Stock
beneficially owned by Western as of the Record Date. Subsequent to the Record
Date, WIHP purchased two shares of Preferred Stock, constituting less than one
percent of the Preferred Stock outstanding. Western, as the general partner of
WIHP, and Mr. Lipson, as the managing member of Western, may each be deemed to
beneficially own the two shares of Preferred Stock currently beneficially owned
by WIHP. As members of a “group” for the purposes of Rule 13d-5(b)(1) of the
Securities Exchange Act of 1934, as amended, the Western Group may be deemed to
beneficially own the 100 shares of Common Stock of the Fund currently
beneficially owned in the aggregate by the other members of the Group. The
Western Group disclaims beneficial ownership of such shares of Common
Stock.
As of the
Record Date, Mr. Roberts did not directly own any shares of Common Stock of the
Fund. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the
Securities Exchange Act of 1934, as amended, Mr. Roberts may be deemed to
beneficially own the approximately 3,088,075 shares of Common Stock and the two
shares of Preferred Stock of the Fund currently beneficially owned in the
aggregate by the other members of the Group. Mr. Roberts disclaims beneficial
ownership of such Shares.
As of the
Record Date, Mr. Crouse did not directly own any shares of Common Stock of the
Fund. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the
Securities Exchange Act of 1934, as amended, Mr. Crouse may be deemed to
beneficially own the approximately 3,088,075 shares of Common Stock and the two
shares of Preferred Stock of the Fund currently beneficially owned in the
aggregate by the other members of the Group. Mr. Crouse disclaims beneficial
ownership of such Shares.
Subsequent
to the Record Date, Western gifted 100 shares of Common Stock to Ms. Schultz.
Other than such shares of Common Stock, Ms. Schultz does not own any Shares of
the Fund. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the
Securities Exchange Act of 1934, as amended, Ms. Schultz may be deemed to
beneficially own the approximately 3,087,975 shares of Common Stock and the two
shares of Preferred Stock of the Fund currently beneficially owned in the
aggregate by the other members of the Group. Ms. Schultz disclaims beneficial
ownership of such Shares.
Except as
set forth in this Proxy Statement, (i) during the past 10 years, no participant
in this solicitation has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); (ii) no participant in this
solicitation directly or indirectly beneficially owns any securities of UTF;
(iii) no participant in this solicitation owns any securities of UTF which are
owned of record but not beneficially; (iv) no participant in this solicitation
has purchased or sold any securities of UTF during the past two years; (v) no
part of the purchase price or market value of the securities of UTF owned by any
participant in this solicitation is represented by funds borrowed or otherwise
obtained for the purpose of acquiring or holding such securities; (vi) no
participant in this solicitation is, or within the past year was, a party to any
contract, arrangements or understandings with any person with respect to any
securities of UTF, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any participant in this solicitation owns beneficially, directly or
indirectly, any securities of UTF; (viii) no participant in this solicitation
owns beneficially, directly or indirectly, any securities of any parent or
subsidiary of UTF; (ix) no participant in this solicitation has any material
pending legal proceedings, other than ordinary routine litigation incidental to
UTF’s business, to which any participant in this solicitation is a party adverse
to UTF or any of its affiliated persons, or in which any participant in this
solicitation has a material interest adverse to UTF or any of its affiliated
persons; and (x) no participant in this solicitation or any of his or its
associates has any arrangement or understanding with any person with respect to
any future employment by UTF or its affiliates, or with respect to any future
transactions to which UTF or any of its affiliates will or may be a
party.
Except as
set forth in this Proxy Statement there are no arrangements or understandings
between Western and the Nominees or any other participant in this
solicitation.
A
representative of Western intends to appear in person or by proxy at the Annual
Meeting to nominate the persons specified in this Notice for election to the
Board.
STOCKHOLDER
PROPOSALS
All
proposals by stockholders of the Fund which are intended to be presented at the
Fund’s next Annual Meeting of Stockholders, to be held in 2009, must be received
by the Fund (addressed to Cohen & Steers Select Utility Fund, Inc., 280 Park
Avenue, New York, New York 10017) for inclusion in the Fund’s proxy statement
and proxy relating to that meeting no later than October 17, 2008. Any
stockholder who desires to bring a proposal for consideration at the Fund’s 2009
Annual Meeting of Stockholders without including such proposal in the Fund’s
proxy statement must deliver written notice thereof to the Secretary or
Assistant Secretary of the Fund (addressed to Cohen & Steers Select Utility
Fund, Inc., 280 Park Avenue, New York, New York 10017) during the 30 day period
from September 17, 2008 to October 17, 2008. All stockholder proposals must
include the information required by the Fund’s by-laws.
OTHER
MATTERS AND ADDITIONAL INFORMATION
Western
is unaware of any other matters to be considered at the Annual
Meeting. However, should other matters, which Western is not aware of
a reasonable time before this solicitation, be brought before the Annual
Meeting, the person named as a proxy on the enclosed GREEN proxy card will vote on
such matters in their discretion.
Western
has omitted from this proxy statement certain disclosure required by applicable
law that is already included in UTF’s proxy statement. This
disclosure includes, among other things, biographical information on UTF’s
directors and executive officers and information on committees of the
Board. Stockholders should refer to UTF’s proxy statement in order to
review this disclosure.
According
to UTF’s proxy statement, the Fund has retained Cohen & Steers Capital
Management, Inc. (the “Advisor”), a New York corporation with offices at 280
Park Avenue, New York, New York 10017, to serve as its investment manager and
administrator under an investment management agreement dated January 27, 2004
and an administration agreement dated January 27, 2004. Martin Cohen
and Robert H. Steers, directors of UTF, are “controlling persons” of the Advisor
on the basis of their ownership of more than 25% of the stock of the Advisor’s
parent company, CNS. Their address is 280 Park Avenue, New York, New York 10017.
State Street Bank and Trust Company, with offices at One Lincoln Street, Boston,
Massachusetts 02111, serves as subadministrator for the Fund.
See
Schedule II of this proxy statement for information regarding persons who
beneficially own more than 5% of the Shares and the aggregate dollar range of
Shares and securities owned in the Cohen & Steers fund complex by directors
of the Fund.
The
information concerning UTF contained in this proxy statement and the Schedules
attached hereto has been taken from, or is based upon, publicly available
information.
WESTERN
INVESTMENT LLC
March
6, 2008
SCHEDULE
I
PURCHASES
AND SALES IN THE COMMON STOCK OF UTF
DURING
THE PAST TWO YEARS
Western Investment
Hedged Partners, L.P.
|
Buy
|
1,500
|
|
02/01/06
|
20.5553
|
Buy
|
1,000
|
|
02/02/06
|
20.5300
|
Buy
|
1,800
|
|
02/13/06
|
20.2064
|
Buy
|
5,900
|
|
02/14/06
|
20.0955
|
Sell
|
1,200
|
|
03/08/06
|
20.4267
|
Buy
|
2,000
|
|
04/18/06
|
19.5160
|
Sell
|
3,000
|
|
07/31/06
|
22.5493
|
Sell
|
900
|
|
08/07/06
|
22.2038
|
Sell
|
900
|
|
08/11/06
|
22.1732
|
Sell
|
1,100
|
|
09/12/06
|
22.4252
|
Sell
|
400
|
|
09/13/06
|
22.1193
|
Sell
|
1,000
|
|
10/05/06
|
22.8243
|
Buy
|
100
|
|
01/10/07
|
23.8650
|
Buy
|
41,300
|
|
06/01/07
|
27.7197
|
Buy
|
45,500
|
|
06/04/07
|
27.5720
|
Buy
|
7,800
|
|
06/05/07
|
27.4639
|
Buy
|
46,200
|
|
06/06/07
|
26.8021
|
Buy
|
33,400
|
|
06/07/07
|
26.4405
|
Buy
|
30,300
|
|
06/08/07
|
25.8998
|
Buy
|
74,000
|
|
06/11/07
|
26.4457
|
Buy
|
54,000
|
|
06/12/07
|
26.1088
|
Buy
|
124,300
|
|
06/13/07
|
26.1913
|
Sell
|
170,000
|
|
06/13/07
|
26.3295
|
Sell
|
170,000
|
|
06/14/07
|
26.5495
|
Sell
|
116,800
|
|
06/15/07
|
26.9395
|
Buy
|
4,000
|
|
07/13/07
|
26.8580
|
Buy
|
1,200
|
|
08/08/07
|
25.9908
|
Buy
|
10,000
|
|
08/15/07
|
24.6391
|
Buy
|
12,500
|
|
08/20/07
|
24.1544
|
Buy
|
11,600
|
|
08/21/07
|
24.5844
|
Buy
|
2,200
|
|
08/22/07
|
24.8677
|
Buy
|
7,800
|
|
08/23/07
|
25.1695
|
Buy
|
16,500
|
|
08/24/07
|
25.2378
|
Buy
|
1,600
|
|
08/27/07
|
25.1688
|
Buy
|
11,500
|
|
08/28/07
|
24.5944
|
Sell
|
67,400
|
|
08/28/07
|
24.3695
|
Buy
|
124,400
|
|
08/31/07
|
25.0080
|
Buy
|
29,300
|
|
09/04/07
|
25.4210
|
Buy
|
3,500
|
|
09/06/07
|
25.3488
|
Buy
|
15,600
|
|
09/11/07
|
25.3993
|
Buy
|
21,300
|
|
09/12/07
|
25.3597
|
Buy
|
12,900
|
|
09/13/07
|
25.5218
|
Buy
|
4,600
|
|
09/14/07
|
25.4810
|
Buy
|
100
|
|
09/17/07
|
25.5025
|
Buy
|
4,100
|
|
09/18/07
|
25.8542
|
Buy
|
30,000
|
|
09/19/07
|
26.3794
|
Sell
|
30,000
|
|
09/21/07
|
26.3064
|
Sell
|
16,000
|
|
09/24/07
|
26.3999
|
Sell
|
10,700
|
|
09/25/07
|
26.3244
|
Sell
|
400
|
|
09/26/07
|
26.4271
|
Sell
|
5,900
|
|
09/28/07
|
26.2899
|
Sell
|
2,500
|
|
10/01/07
|
26.3902
|
Sell
|
6,000
|
|
10/02/07
|
26.4521
|
Sell
|
8,200
|
|
10/03/07
|
26.3572
|
Sell
|
1,300
|
|
10/05/07
|
26.9211
|
Sell
|
1,500
|
|
10/08/07
|
26.8879
|
Buy
|
194,200
|
|
10/15/07
|
27.1400
|
Buy
|
450,000
|
|
10/16/07
|
27.0900
|
Sell
|
6,400
|
|
11/16/07
|
26.9362
|
Buy
|
54,500
|
|
11/16/07
|
26.9795
|
Buy
|
202,400
|
|
11/16/07
|
27.0598
|
Buy
|
19,100
|
|
11/19/07
|
27.1748
|
Buy
|
50,000
|
|
11/19/07
|
27.2400
|
Buy
|
96,500
|
|
11/19/07
|
27.2827
|
Buy
|
7,900
|
|
11/21/07
|
27.2821
|
Buy
|
37,100
|
|
11/21/07
|
27.4100
|
Buy
|
500
|
|
12/06/07
|
28.7625
|
Sell
|
18,400
|
|
01/24/08
|
24.9374
|
Sell
|
6,700
|
|
01/25/08
|
24.7897
|
Sell
|
6,000
|
|
02/05/08
|
25.8170
|
Sell
|
16,200
|
|
02/08/08
|
25.1258
|
Sell
|
14,900
|
|
02/08/08
|
24.9760
|
Sell
|
15,800
|
|
02/11/08
|
24.7393
|
Sell
|
13,700
|
|
02/11/08
|
24.7376
|
Sell
|
8,300
|
|
02/12/08
|
25.1657
|
Sell
|
9,400
|
|
02/12/08
|
25.1830
|
Sell
|
1,600
|
|
02/13/08
|
24.9490
|
Buy
|
500
|
|
02/15/08
|
23.9792
|
Sell
|
400
|
|
02/22/08
|
24.2472
|
Western Investment
Activism Partners LLC
|
Buy
|
12,800
|
|
11/30/06
|
23.9999
|
Buy
|
17,500
|
|
12/04/06
|
24.2345
|
Buy
|
1,000
|
|
01/11/07
|
23.6510
|
Buy
|
6,200
|
|
02/05/07
|
24.7711
|
Buy
|
3,000
|
|
02/15/07
|
25.0983
|
Buy
|
6,900
|
|
02/16/07
|
24.9890
|
Buy
|
6,300
|
|
02/20/07
|
25.0034
|
Buy
|
9,300
|
|
02/23/07
|
25.1383
|
Buy
|
3,800
|
|
02/26/07
|
25.7239
|
Buy
|
19,100
|
|
04/02/07
|
26.4922
|
Buy
|
2,500
|
|
04/09/07
|
26.8270
|
Buy
|
20,800
|
|
04/10/07
|
26.8958
|
Sell
|
27,100
|
|
04/10/07
|
26.1900
|
Buy
|
6,200
|
|
04/12/07
|
26.7166
|
Buy
|
6,500
|
|
04/13/07
|
26.7167
|
Buy
|
30,000
|
|
04/16/07
|
26.8270
|
Buy
|
22,600
|
|
04/17/07
|
26.9399
|
Buy
|
20,200
|
|
04/18/07
|
27.0329
|
Buy
|
2,300
|
|
04/19/07
|
26.8810
|
Buy
|
30,000
|
|
04/20/07
|
27.0012
|
Buy
|
23,500
|
|
04/23/07
|
27.2336
|
Buy
|
16,100
|
|
04/24/07
|
27.3713
|
Buy
|
32,300
|
|
04/25/07
|
27.5880
|
Buy
|
1,000
|
|
04/26/07
|
27.6325
|
Buy
|
11,000
|
|
04/30/07
|
27.5437
|
Buy
|
8,000
|
|
05/01/07
|
27.4446
|
Buy
|
19,200
|
|
05/02/07
|
27.7307
|
Buy
|
13,500
|
|
05/03/07
|
27.8469
|
Buy
|
15,000
|
|
05/04/07
|
27.9650
|
Buy
|
40,000
|
|
05/07/07
|
28.2351
|
Buy
|
43,000
|
|
05/08/07
|
28.0692
|
Buy
|
67,600
|
|
05/09/07
|
28.1906
|
Buy
|
25,276
|
|
05/10/07
|
28.0951
|
Buy
|
47,900
|
|
05/11/07
|
28.0181
|
Buy
|
43,300
|
|
05/14/07
|
28.1445
|
Buy
|
61,200
|
|
05/15/07
|
28.3341
|
Buy
|
17,200
|
|
05/16/07
|
28.2753
|
Buy
|
20,500
|
|
05/17/07
|
28.2236
|
Buy
|
24,800
|
|
05/18/07
|
28.4119
|
Buy
|
12,200
|
|
05/21/07
|
28.5326
|
Buy
|
11,500
|
|
05/22/07
|
28.5377
|
Buy
|
12,300
|
|
05/23/07
|
28.4070
|
Buy
|
5,300
|
|
05/24/07
|
27.9127
|
Buy
|
16,600
|
|
05/25/07
|
27.0100
|
Buy
|
13,300
|
|
05/29/07
|
27.3425
|
Buy
|
1,000
|
|
05/30/07
|
27.3445
|
Buy
|
9,900
|
|
05/31/07
|
27.8624
|
Sell
|
200,000
|
|
05/31/07
|
27.8395
|
Sell
|
200,000
|
|
06/01/07
|
27.6395
|
Sell
|
200,000
|
|
06/04/07
|
27.5895
|
Sell
|
162,776
|
|
06/05/07
|
27.4395
|
Buy
|
33,500
|
|
06/14/07
|
26.5412
|
Buy
|
38,200
|
|
06/15/07
|
26.9218
|
Buy
|
5,900
|
|
06/18/07
|
26.8102
|
Buy
|
3,600
|
|
06/19/07
|
26.6867
|
Buy
|
1,300
|
|
06/20/07
|
26.8746
|
Sell
|
81,200
|
|
06/20/07
|
26.3595
|
Buy
|
1,400
|
|
06/22/07
|
26.0900
|
Buy
|
9,800
|
|
06/25/07
|
26.0800
|
Buy
|
3,700
|
|
06/26/07
|
25.9903
|
Buy
|
600
|
|
06/27/07
|
25.7200
|
Buy
|
15,000
|
|
06/28/07
|
26.2468
|
Sell
|
41,700
|
|
06/28/07
|
26.2994
|
Buy
|
400
|
|
07/02/07
|
26.6975
|
Sell
|
400
|
|
07/02/07
|
26.7171
|
Buy
|
3,300
|
|
07/03/07
|
26.8388
|
Buy
|
200
|
|
07/11/07
|
26.0850
|
Buy
|
10,000
|
|
07/12/07
|
26.4196
|
Buy
|
4,100
|
|
07/13/07
|
26.8580
|
Buy
|
2,200
|
|
07/16/07
|
26.8400
|
Buy
|
4,300
|
|
07/17/07
|
26.5533
|
Buy
|
41,100
|
|
07/18/07
|
26.4881
|
Buy
|
400
|
|
07/18/07
|
26.4100
|
Buy
|
83,600
|
|
07/19/07
|
27.0086
|
Buy
|
9,300
|
|
07/20/07
|
26.9411
|
Sell
|
149,200
|
|
07/20/07
|
26.7595
|
Buy
|
33,000
|
|
07/23/07
|
26.8060
|
Buy
|
47,700
|
|
07/25/07
|
25.9385
|
Buy
|
17,500
|
|
07/26/07
|
25.1005
|
Buy
|
23,100
|
|
07/27/07
|
24.8491
|
Buy
|
7,600
|
|
07/30/07
|
24.8472
|
Sell
|
130,600
|
|
07/30/07
|
24.7895
|
Buy
|
21,900
|
|
07/31/07
|
25.0477
|
Buy
|
72,800
|
|
08/01/07
|
24.8641
|
Buy
|
2,400
|
|
08/06/07
|
24.2550
|
Buy
|
1,100
|
|
08/08/07
|
25.9916
|
Buy
|
100
|
|
08/09/07
|
25.6525
|
Buy
|
12,200
|
|
08/10/07
|
25.0448
|
Buy
|
9,200
|
|
08/14/07
|
24.8291
|
Buy
|
10,000
|
|
08/15/07
|
24.6391
|
Buy
|
1,400
|
|
08/16/07
|
23.0796
|
Buy
|
21,000
|
|
08/17/07
|
23.4866
|
Buy
|
12,500
|
|
08/20/07
|
24.1544
|
Buy
|
11,600
|
|
08/21/07
|
24.5844
|
Buy
|
2,200
|
|
08/22/07
|
24.8677
|
Buy
|
7,900
|
|
08/23/07
|
25.1695
|
Sell
|
100,000
|
|
08/27/07
|
24.8695
|
Buy
|
400
|
|
08/30/07
|
24.6575
|
Buy
|
6,900
|
|
09/10/07
|
25.1332
|
Sell
|
8,200
|
|
09/24/07
|
26.3993
|
Sell
|
2,200
|
|
09/24/07
|
26.3596
|
Sell
|
2,400
|
|
10/01/07
|
26.3902
|
Sell
|
5,300
|
|
10/02/07
|
26.4521
|
Sell
|
8,200
|
|
10/03/07
|
26.3572
|
Sell
|
1,300
|
|
10/05/07
|
26.9211
|
Sell
|
1,500
|
|
10/08/07
|
26.8879
|
Buy
|
20,500
|
|
10/09/07
|
27.0502
|
Buy
|
6,800
|
|
10/10/07
|
27.3043
|
Sell
|
4,000
|
|
10/10/07
|
27.3396
|
Buy
|
450,000
|
|
10/11/07
|
27.3500
|
Buy
|
450,000
|
|
10/12/07
|
27.3200
|
Buy
|
255,800
|
|
10/15/07
|
27.1400
|
Sell
|
18,400
|
|
01/24/08
|
24.9374
|
Sell
|
6,800
|
|
01/25/08
|
24.7897
|
Sell
|
200
|
|
02/01/08
|
26.1772
|
Sell
|
6,000
|
|
02/05/08
|
25.8170
|
Sell
|
4,500
|
|
02/06/08
|
25.5144
|
Sell
|
5,100
|
|
02/07/08
|
25.3479
|
Sell
|
16,200
|
|
02/08/08
|
25.1258
|
Sell
|
14,900
|
|
02/08/08
|
24.9760
|
Sell
|
15,900
|
|
02/11/08
|
24.7393
|
Sell
|
13,764
|
|
02/11/08
|
24.7376
|
Sell
|
8,300
|
|
02/12/08
|
25.1657
|
Sell
|
9,330
|
|
02/12/08
|
25.1830
|
Sell
|
1,647
|
|
02/13/08
|
24.9490
|
Buy
|
500
|
|
02/15/08
|
23.9792
|
Western Investment
Total Return Partners L.P.
|
Buy
|
126,000
|
|
11/15/07
|
27.1100
|
Buy
|
50,000
|
|
11/19/07
|
27.2827
|
Buy
|
46,500
|
|
11/20/07
|
27.3998
|
Buy
|
13,500
|
|
11/21/07
|
27.2821
|
Buy
|
62,900
|
|
11/21/07
|
27.4100
|
Buy
|
9,100
|
|
11/26/07
|
27.4725
|
Buy
|
414,000
|
|
11/26/07
|
27.5400
|
Buy
|
1,600
|
|
12/07/07
|
28.8394
|
Buy
|
3,900
|
|
12/12/07
|
28.1212
|
Buy
|
11,200
|
|
12/13/07
|
28.3206
|
Sell
|
4,500
|
|
02/06/08
|
25.5144
|
Buy
|
500
|
|
02/15/08
|
23.9792
|
Western Investment
Institutional Partners LLC
|
Buy
|
1,700
|
|
02/13/06
|
20.2065
|
Buy
|
6,000
|
|
02/14/06
|
20.0955
|
Sell
|
1,100
|
|
03/08/06
|
20.4263
|
Buy
|
2,000
|
|
05/05/06
|
20.3100
|
Sell
|
3,000
|
|
07/31/06
|
22.5509
|
Sell
|
900
|
|
08/07/06
|
22.2038
|
Sell
|
1,100
|
|
08/11/06
|
22.1752
|
Sell
|
2,000
|
|
09/11/06
|
22.5018
|
Sell
|
1,000
|
|
10/05/06
|
22.8293
|
Sell
|
2,000
|
|
01/03/07
|
24.5117
|
Buy
|
200
|
|
02/08/07
|
25.1800
|
Buy
|
4,200
|
|
02/12/07
|
25.1450
|
Buy
|
6,100
|
|
02/13/07
|
25.0891
|
Buy
|
2,400
|
|
02/14/07
|
25.1830
|
Sell
|
22,700
|
|
04/10/07
|
26.1908
|
Western Investment
Total Return Fund Ltd.
|
None
|
|
|
|
|
Western Investment
LLC
|
Buy
|
1,000*
|
|
10/17/07
|
27.1145
|
Transferred
as Gift
|
100
|
|
02/28/08
|
N/A
|
|
Arthur D.
Lipson
|
None
|
|
|
|
|
|
William J.
Roberts
|
None
|
|
|
|
|
|
Matthew S.
Crouse
|
None
|
|
Lynn D.
Schultz
|
On
February 28, 2008, Western gifted 100 shares of Common Stock to Ms.
Schultz.
|
|
* Western Investment
LLC beneficially owns approximately 15 additional shares that were acquired
through the Cohen & Steers Select Utility Fund dividend reinvestment
plan.
PURCHASES
AND SALES IN THE PREFERRED STOCK OF UTF
DURING
THE PAST TWO YEARS
On
February 25, 2008, WIHP bought two shares of Preferred Stock at a price per
share of $25,000.
THERE
WERE NO OTHER TRANSACTIONS IN THE PREFERRED SHARES OF UTF BY ANY OF THE OTHER
MEMBERS OF THE GROUP IN THE LAST TWO YEARS
Agreements Relating to
Securities of the Fund
As of the
Record Date, each of WIHP and WITRL was a party to certain equity swap
arrangements (the “Swap Arrangements”) with a financial institution (the “Bank”)
as the counterparty. Pursuant to these Swap Arrangements, each of
WIHP and WITRL is obligated to pay to the Bank the equity notional amount on a
total of 46,900 and 526,159 shares of Common Stock, respectively, subject to the
Swap Arrangements (the "Reference Shares") as of the beginning of the valuation
period (which resets monthly), plus interest. At the termination of
the Swap Arrangements, the Bank is obligated to pay to each of WIHP and WITRL
the market value of their respective interest in the Reference Shares as of the
end of the valuation period. Any dividends received by the Bank on
the Reference Shares during the term of the Swap Arrangements will be paid to
WIHP and WITRL. All balances will be cash settled and there will be
no transfer to WIHP or WITRL of voting or dispositive power over the Reference
Shares. The Swap Arrangements expire on May 5,
2008. Western and the other participants in this solicitation
disclaim beneficial ownership of the Reference Shares, except to the extent of
their pecuniary interest therein. The Reference Shares are not
included as part of the totals, with respect to the Common Stock, disclosed
herein by the participants to the Solicitation.
SCHEDULE
II
The
following table is derived from the Fund’s proxy statement filed with
the
Securities
and Exchange Commission on February 15, 2008
SECURITY
OWNERSHIP OF UTF
The table
below sets forth the beneficial ownership as of February 11, 2008 of each person
(including any “group” as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) known by the
Fund to be the beneficial owner of more than 5% of the outstanding shares of any
class of the Fund’s stock.
Name of Beneficial
Owner
|
Number of Shares of
Common
Stock Beneficially Owned
|
Percent of
Class
|
|
|
|
A
group led by Western Investment LLC, and including seven other members
(1)
|
3,323,509
|
7.7%
|
|
|
|
A
group led by Full Value Investors L.L.C., and including eighteen other
members (2)
|
2,409,626
|
5.6%
|
|
|
(1)
|
Information
regarding group membership and shareholdings was obtained from the
Schedule 13D/A filed by the group with the Securities and Exchange
Commission (the “SEC”) on January 22, 2008. The number of
shares owned by this group may have changed since that
date. According to that Schedule 13D/A, the members of the
group are Western Investment LLC, Western Investment Hedged Partners L.P.,
Western Investment Activism Partners LLC, Western Investment Total Return
Fund Ltd., Western investment Total Return Partners L.P., Arthur D.
Lipson, William J. Roberts and Matthew S.
Crouse.
|
(2)
|
Information
regarding group membership and shareholdings was obtained from the
Schedule 13D/A filed by the group with the SEC on February 7, 2008. The
number of shares owned by this group may have changed since that date.
According to that Schedule 13D/A, the members of the group are Full Value
Advisors L.L.C., Full Value Partners L.P., Bulldog Investors I, LLC,
Opportunity Partners L.P., Calapasas Investment Partners L.P., Opportunity
Income Plus Fund L.P., Full Value Special Situations Fund LP, Full Value
Offshore Partners L.P., Mercury Partners L.P., Steady Gain Partners L.P.,
Phillip Goldstein, SPAR Advisors L.L.C., Kimball & Winthrop, Inc.,
Klein, Bogakos and Robertson, Cpas Inc., Full Value Special Situations
Fund GP LLC, GSG Capital Advisors LLC, BJS Management, LLC, Glenn
Goodstein, and Barry Swidler.
|
As of
December 31, 2007, the Directors and officers of the Fund as a group owned less
than 1% of the outstanding securities of the Fund.
The
following table provides information concerning the dollar range of UTF’s equity
securities owned by each Director and the aggregate dollar range of securities
owned in the Cohen & Steers fund complex by each Director.
Name of
Director
|
Dollar
Range
of
Equity
Securities in
UTF
|
Aggregate
Dollar Range of Equity Securities in All Cohen
&
Steers fund complex by
Each
Director
|
|
|
|
Martin
Cohen*
|
--
|
Over
$100,000
|
|
|
|
Robert
H. Steers*
|
--
|
Over
$100,000
|
|
|
|
Bonnie
Cohen
|
--
|
Over
$100,000
|
|
|
|
George
Grossman
|
--
|
Over
$100,000
|
|
|
|
Richard
E. Kroon
|
$1
- $10,000
|
$50,001
- $100,000
|
|
|
|
Richard
J. Norman
|
--
|
Over
$100,000
|
|
|
|
Frank
K. Ross
|
--
|
Over
$100,000
|
|
|
|
Willard
H. Smith, Jr.
|
Over
$100,000
|
Over
$100,000
|
|
|
|
C.
Edward Ward, Jr.
|
$1
- $10,000
|
$50,001
- $100,000
|
|
|
|
* Interested
Director
IMPORTANT
Tell your
Board what you think! Your vote is important. No matter
how many Shares you own, please give Western your proxy FOR the election of
Western’s Nominees by voting your Shares by signing and dating the enclosed
GREEN proxy card, and
returning it in the postage-paid envelope provided.
If any of
your Shares are held in the name of a brokerage firm, bank, bank nominee or
other institution, only it can vote such Shares and only upon receipt of your
specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the GREEN proxy card representing
your Shares. In addition, if you hold your shares in a brokerage or
bank account, your broker or bank may allow you to provide your voting
instructions by telephone or Internet. Please consult the materials
you receive from your broker or bank prior to authorizing a proxy by telephone
or Internet. Western urges you to confirm in writing your
instructions to Western in care of Innisfree M&A Incorporated at the address
provided below so that Western will be aware of all instructions given and can
attempt to ensure that such instructions are followed.
If
you have any questions or need assistance voting your Shares, please
call:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, NY 10022
Stockholders
Call Toll-Free at: (877) 687-1873
Banks
and Brokers Call Collect at: (212) 750-5833
PLEASE
VOTE TODAY!
SEE
REVERSE SIDE FOR THREE EASY WAYS TO VOTE.
▼ TO VOTE
BY MAIL PLEASE DETACH PROXY CARD HERE ▼
AUCTION
MARKET PREFERRED SHARES
COHEN
& STEERS SELECT UTILITY FUND, INC.
ANNUAL
MEETING OF STOCKHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT LLC
THE
BOARD OF DIRECTORS OF COHEN & STEERS SELECT UTILITY FUND, INC.
IS
NOT SOLICITING THIS PROXY
The
undersigned appoints Arthur D. Lipson as the undersigned’s attorney and agent
with full power of substitution to vote all Auction Market Preferred Shares of
Cohen & Steers Select Utility Fund, Inc. (the “Fund”) which the undersigned
would be entitled to vote if personally present at the annual meeting of
stockholders of the Fund scheduled to be held at the offices of the Fund, 280
Park Avenue, 10th Floor, New York, New York 10017, on April 1, 2008 at 10:00
a.m. New York City time, and including any adjournments or postponements thereof
and at any meeting called in lieu thereof (the “Annual Meeting”).
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote
or act with respect to Auction Market Preferred Shares of the Fund held by the
undersigned, and hereby ratifies and confirms all actions the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in the discretion of such attorneys and proxies and
their substitutes with respect to any other matters as may properly come before
the Annual Meeting. Mark each vote with an X in the box.
IF
NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE WESTERN NOMINEES IN PROPOSAL 1, WILL
ABSTAIN FROM VOTING FOR PROPOSAL 2, WILL BE VOTED AGAINST ANY ADJOURNMENT IN
PROPOSAL 3 AND WILL BE VOTED FOR PROPOSAL 4.
This
Proxy will be valid until the sooner of one year from the date indicated on the
reverse side and the completion of the Annual Meeting.
IMPORTANT:
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
(CONTINUED
AND TO BE SIGNED ON REVERSE SIDE)
COHEN
& STEERS SELECT UTILITY FUND, INC.
SOLICITATION
OF PROXIES BY WESTERN INVESTMENT LLC
YOUR
VOTE IS IMPORTANT
Please
take a moment now to vote your Auction Market Preferred Shares
of Cohen
& Steers Select Utility Fund, Inc.
for the
upcoming Annual Meeting of stockholders.
PLEASE
REVIEW THE PROXY STATEMENT
AND
VOTE TODAY
Please
sign, date and return the GREEN proxy card in the envelope provided, and mail
to: Western Investment LLC, c/o Innisfree M&A
Incorporated,
FDR Station, P.O. Box 5155, New York, NY 10150-5155.
▼ TO VOTE
BY MAIL PLEASE DETACH PROXY CARD HERE ▼
GREEN
PROXY CARD
AUCTION
MARKET PREFERRED SHARES
WESTERN
INVESTMENT LLC, (“WESTERN”) RECOMMENDS A VOTE FOR PROPOSAL NO.
1
1.
|
Proposal No. 1:
Western’s proposal to elect its slate of director nominees, each to hold
office until the 2011 annual meeting of the Fund’s stockholders and until
their successors are elected and
qualify.
|
Nominees:
(01)
Arthur D. Lipson
(02)
William J. Roberts
(03)
Matthew S. Crouse
|
FOR
ALL NOMINEES
[ ]
|
WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES
[ ]
|
FOR
ALL EXCEPT NOMINEE(S)
WRITTEN
BELOW
____________________________
____________________________
|
2.
|
Proposal
No. 2: If properly brought before the meeting, a stockholder
proposal to require the Fund, if its shares trade at an average discount
of more than 7.5% during any calendar quarter, to commence a self-tender
offer within twenty days of the end of such quarter for 15% of its shares
at 98% of net asset
value.
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
3.
|
To
vote on adjournment of the meeting, if proposed, in the discretion of the
proxy holder.
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
4.
|
To
vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponements or
adjournments thereof.
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
DATE: ____________________________
____________________________________
(Signature)
____________________________________
(Signature,
if held jointly)
____________________________________
(Title)
WHEN
SHARES ARE HELD JOINTLY, JOINT OWNERS
SHOULD EACH
SIGN. EXECUTORS, ADMINISTRATORS,
TRUSTEES,
ETC. SHOULD INDICATE THE CAPACITY IN
WHICH
SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS
ON THIS PROXY.
PLEASE
VOTE TODAY!
SEE
REVERSE SIDE FOR THREE EASY WAYS TO VOTE.
▼ TO VOTE
BY MAIL PLEASE DETACH PROXY CARD HERE ▼
GREEN
COMMON
STOCK
COHEN
& STEERS SELECT UTILITY FUND, INC.
ANNUAL
MEETING OF STOCKHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT LLC
THE
BOARD OF DIRECTORS OF COHEN & STEERS SELECT UTILITY FUND, INC.
IS
NOT SOLICITING THIS PROXY
The
undersigned appoints Arthur D. Lipson as the undersigned’s attorney and agent
with full power of substitution to vote all shares of common stock of Cohen
& Steers Select Utility Fund, Inc. (the “Fund”) which the undersigned would
be entitled to vote if personally present at the annual meeting of stockholders
of the Fund scheduled to be held at the offices of the Fund, 280 Park Avenue,
10th Floor, New York, New York 10017, on April 1, 2008 at 10:00 a.m. New York
City time, and including any adjournments or postponements thereof and at any
meeting called in lieu thereof (the “Annual Meeting”).
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote
or act with respect to the shares of common stock of the Fund held by the
undersigned, and hereby ratifies and confirms all actions the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in the discretion of such attorneys and proxies and
their substitutes with respect to any other matters as may properly come before
the Annual Meeting. Mark each vote with an X in the box.
IF
NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE WESTERN NOMINEES IN PROPOSAL 1, WILL
ABSTAIN FROM VOTING FOR PROPOSAL 2, WILL BE VOTED AGAINST ANY ADJOURNMENT IN
PROPOSAL 3 AND WILL BE VOTED FOR PROPOSAL 4.
This
Proxy will be valid until the sooner of one year from the date indicated on the
reverse side and the completion of the Annual Meeting.
IMPORTANT:
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
(CONTINUED
AND TO BE SIGNED ON REVERSE SIDE)
COHEN
& STEERS SELECT UTILITY FUND, INC.
SOLICITATION
OF PROXIES BY WESTERN INVESTMENT LLC
YOUR
VOTE IS IMPORTANT
Please
take a moment now to vote your shares of Cohen & Steers Select Utility Fund,
Inc.
common
stock for the upcoming Annual Meeting of stockholders.
PLEASE
REVIEW THE PROXY STATEMENT
AND
VOTE TODAY
Please
sign, date and return the GREEN proxy card in the envelope provided, and mail
to: Western Investment LLC, c/o Innisfree M&A
Incorporated,
FDR Station, P.O. Box 5155, New York, NY 10150-5155.