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 Registrantx   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

 

¨ Definitive Additional Materials

 

¨ Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

 

 

 

Kavilco Incorporated


(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:


[Kavilco Incorporated Letterhead]

October 3, 2014

Re: Annual Meeting

Dear Shareholder,

You are invited to attend Kavilco’s 41st Annual Meeting to be held on November 1, 2014 at Cape Fox Lodge in Ketchikan, Alaska. Details about the meeting are described in the enclosed Notice of Annual Meeting and Proxy Statement.

We strongly encourage you to attend the Annual Meeting. Attendance at our shareholder meetings helps to maintain good communication and understanding. Chief Financial Officer Scott Burns and I will be there to report on current operations and discuss future plans. We will also provide time for your questions and comments.

Voting is one of your most important rights as a shareholder and I encourage you to exercise your right to vote in this election. Even if you plan to attend the Annual Meeting, we urge you to vote your proxy as soon as possible.

We believe that Kavilco’s Board and management have avoided the pitfalls of other Southeast Native corporations and major economic events over the past two decades because of independent thinking and research. We have established a tradition of integrity, insight and vision. Your Board has made decisions that we believe are conservative and protective of your financial portfolio in keeping with our mission statement, “To honor the vision and unselfish actions of our Kasaan Haida ancestors and elders, the goals of Kavilco Incorporated are to provide dividends and to preserve the assets for all generations.”

The Board of Directors recommends your strong support for the Board-approved management proxy. By voting with the enclosed BLUE PROXY BALLOT and returning it in the prepaid envelope provided, you will help assure our continued success.

Sincerely,

/s/ Louis L. Jones, Sr.

Louis L. Jones, Sr., President

Enclosures


Board Members for Re-Election on the Management Proxy

Marie K. Miller, Vice President

I have worked with the City of Ketchikan for twenty two years beginning as the Assistant, I was promoted to Training Coordinator in 1999 and since 2001 I have held the position of Human Resources Manager. I have been a Kavilco Board Member since 2003 and have recently been elected as Vice President of the Kavilco Board of Directors.

I have three beautiful daughters, Tara, Hailee, and Jenna. For the past several years Hailee and Jenna have both helped the Kasaan Haida Heritage Foundation by putting baskets together and participating in the auction. They look forward to our trips to Kasaan and have talked excitedly about being future shareholders.

I am the daughter of Walter B. Young Jr. When I was a young girl we spent the summers in Kasaan until my dad passed away. Kasaan has always held a special place in my heart; the happiest memories I have of my dad are spending time there. I remember my dad telling me that someday Kavilco would do great things and he was right. I am honored to have been a small part of that, and hope to continue on the Board as the first female Vice President.

Although it is a high honor to be elected Vice President, I wish it had been under different circumstances. It was a sad day for me and Kavilco when Louie Thompson passed away and I will miss him very much.

Ramona Hamar, Director

Ramona Hamar has been a director during the following major economic events: Timber sale to ITT Rayonier for $25 million, recessions of 1980 and 1982, sale of Net Operating Loss to Drexel, Burnham and Lambert, Group Inc., 1987 stock market crash, Internal Revenue Service audit on the Net Operating Loss, oversight on the process to become a Registered Investment Company, biggest bond market crash in 1994, the recession of 1999, 2000 stock market crash, 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

Jeane Breinig , Director

Jeane Breinig is Associate Dean for Humanities at the University of Alaska Anchorage (UAA) where she supervises 100+ faculty, several administrative staff, and manages the divisional budget. Jeane earned her PhD from the University of Washington in 1995 and was hired at UA the same year. She has also taught at the university of Alaska Southeast (Juneau) 2001-2003 and in collaboration with Sealaska Heritage Institute helped develop university Haida language courses.

Jeane is the daughter of Julie Coburn and the late Perry Coburn and was born and raised in Ketchikan and Kasaan. She carries her maternal grandmother’s Haida name (Anna Frank Jones) T'aa'wxi'waa, which means "Copper Ribs." She and her husband Chris have been married for 28 years; they have two sons, Lee (25) and Luke (23). Leecarries his maternal great-grandfather’s name (Louis Leer Jones) Staast; Luke’s Haida name is Seegaay.

Jeane stated, “Thank you for the opportunity to serve on the Kavilco Board; I am committed to maintaining a secure and growth oriented financial portfolio to best serve our shareholders and their descendants. I also am grateful to help document our history and support Haida culture and language projects through KHHF. Ha'waa!”

Mission Statement

"To honor the vision and unselfish actions of our Kasaan Haida ancestors and elders, the goals of Kavilco Incorporated are to provide dividends and to preserve the assets for all generations."

Kavilco is working for our Shareholders and working to preserve our Haida heritage.

The shareholders voted to make land and dividends the top priority of the Corporation. Kavilco Incorporated is becoming a leading Native Corporation in Alaska and in the Country. We are on the right track with the financial management that is in place and we are doing this while focusing on our heritage.

This approach started when Kavilco selected land that included the Totem House and Old Kasaan property to work to preserve our important Haida heritage. Kavilco, The Kasaan Haida Heritage Foundation and the Organized Village of Kasaan also work together to restore the most cherished symbol of Kasaan's history: Chief Son-I-Hat's Whale House/ Na'ay I'waans and Totem Park. By forming the Kasaan Haida Heritage Foundation we are able to apply for grants enabling us to (among other things,) record Haida history and to record the history of Kasaan.

Some of the other projects that Kavilco has worked on to directly benefit the community of Kasaan range from the powerhouse lease; the bulk fuel lease; the water easement & amendments lease; the road system to the shareholders subdivision and the tie to the Prince of Wales road system; lots issued to shareholders in 1987; the easement to the State for a boat harbor; space for a helicopter landing site for medical emergencies; lease to AP&T for a cell tower; 15 year lease to the Organized Village of Kasaan for office space in the Red Bunkhouse, the lease includes full renovation by OVK and $1 per year; solid waste site (garbage dump) and the building and operation of the sawmill for local employment.

Kavilco is working for the shareholders to preserve our community and Haida heritage while making land and dividends the top priority of the Corporation.

The Board of Director's are privileged to be working hard on behalf of the Shareholders.


Kavilco Incorporated


(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:


[Kavilco Incorporated Letterhead]

October 9, 2015

Re: Annual Meeting

Dear Shareholder,

You are invited to attend Kavilco’s 42nd Annual Meeting to be held on November 7, 2015 at the Landing in Ketchikan, Alaska. Details about the meeting are described in the enclosed Notice of Annual Meeting and Proxy Statement.

We strongly encourage you to attend the Annual Meeting. Attendance at our shareholder meetings helps to maintain good communication and understanding. Chief Financial Officer Scott Burns and I will be there to report on current operations and discuss future plans. We will also provide time for your questions and comments.

Voting is one of your most important rights as a shareholder and I encourage you to exercise your right to vote in this election. Even if you plan to attend the Annual Meeting, we urge you to vote as soon as possible.

We believe that Kavilco’s Board and management have avoided the pitfalls of other Southeast Native corporations and major economic events over the past two decades because of independent thinking and research. We have established a tradition of integrity, insight and vision. Your Board has made decisions that we believe are conservative and protective of your financial portfolio in keeping with our mission statement, “To honor the vision and unselfish actions of our Kasaan Haida ancestors and elders, the goals of Kavilco Incorporated are to provide dividends and to preserve the assets for all generations.”

The Board of Directors recommends your strong support for the Board-approved management proxy. By voting with the enclosed BALLOT and returning it in the prepaid envelope provided, you will help assure our continued success.

Sincerely,

/s/ Louis L. Jones, Sr.

Louis L. Jones, Sr., President

Enclosures


Mission Statement

"To honor the vision and unselfish actions of our Kasaan Haida ancestors and elders, the goals of Kavilco Incorporated are to provide dividends and to preserve the assets for all generations."

Kavilco is working for our Shareholders and working to preserve our Haida heritage.

The shareholders voted to make land and dividends the top priority of the Corporation. Kavilco Incorporated is becoming a leading Native Corporation in Alaska and in the Country. We are on the right track with the financial management that is in place and we are doing this while focusing on our heritage.

This approach started when Kavilco selected land that included the Totem House and Old Kasaan property to work to preserve our important Haida heritage. Kavilco, The Kasaan Haida Heritage Foundation and the Organized Village of Kasaan also work together to restore the most cherished symbol of Kasaan's history: Chief Son-I-Hat's Whale House/ Na'ay I'waans and Totem Park. By forming the Kasaan Haida Heritage Foundation we are able to apply for grants enabling us to (among other things,) record Haida history and to record the history of Kasaan.

Some of the other projects that Kavilco has worked on to directly benefit the community of Kasaan range from the powerhouse lease; the bulk fuel lease; the water easement & amendments lease; the road system to the shareholders subdivision and the tie to the Prince of Wales road system; lots issued to shareholders in 1987; the easement to the State for a boat harbor; space for a helicopter landing site for medical emergencies; lease to AP&T for a cell tower; 15 year lease to the Organized Village of Kasaan for office space in the Red Bunkhouse, the lease includes full renovation by OVK and $1 per year; solid waste site (garbage dump) and the building and operation of the sawmill for local employment.

Kavilco is working for the shareholders to preserve our community and Haida heritage while making land and dividends the top priority of the Corporation.

The Board of Director's are privileged to be working hard on behalf of the Shareholders.


Board Members for Re-Election on the Management Proxy

Louis L. Jones, Sr., President

I spent 27 years working in the engine room on various vessels of the Alaska Marine Highway before retiring as a Chief Engineer, the highest attainable position in that department. As such, I became the first Alaskan Native to start at the bottom as a wiper and work to the top and retire from that position. One of the philosophies I came away with is “if it ain’t broke, don’t fix it!” I believe this same philosophy applies to Kavilco. I have been a Board member for many years and as such, bring much experience to the table. I am extremely proud of what Kavilco has done in the past, I am excited about where Kavilco is today, and at the direction Kavilco is headed. I would like to continue being a part of that and would appreciate your support on the proxy to vote for re-election of the Directors to the Board.

Kenneth Gordon, Director

My name is Kenneth Edwin Gordon Jr., my mom is Eleanor Carol Young, my grandfather was Robert Philip Young and my grandmother was Eliza McAlpin. I am Raven-Brown Bear Clan of Taas Laa Naas. I have served Kavilco and you, the shareholder, as a director through the bond market crash of 1994, the recession of 1999, the 2000 stock market crash the 2008 collapse of the housing bubble and the historically low interest rates and the current stagnant economy. As you can see, we've experienced some significant difficulties and yet Kavilco remains one of the most successful small village corporations in Alaska. As we strive to keep our portfolio and get you the highest annual distributions as possible, we also continue to work with the Kasaan Haida Heritage Foundation, City of Kasaan and Organized Village of Kasaan to preserve our cultural heritage, as evidence of this, our documentaries, Kasaan Haida Elders Speak (Ga'saa'an Xaadaas Guusuu), Surviving Sounds of Haida, and the restoration of the Naay I’ waans (Chief Son-i-Hat Whale House.) Your current Board is working hard for you; I believe we work like a well-oiled machine together for you, and for the generations to come.  It has been an honor to serve as your board member and I thank you in advance for your continued support.

Frederick O. Olsen, Jr., Director

Three years ago, I ran as an Independent candidate on my own proxy wanting the Board to pay more attention to the many cultural resources of our corporation and village. Ha'w'aa! Thank You! I will always look out for the best interests of our Kasaan Village and the Kasaan Haida people. Also, having a Board member who lives in Kasaan is a big asset to our corporation.

Since 2012, we have had many cultural topics on the Kavilco meeting Agendas. For example, we have had many meetings about the white bunkhouse in Kasaan and I have presented on “Traditional Garden Sites, Disposition of Wood from the Whale House Renovation,” and “Media Permission for Kavilco properties” (especially the totems and Whale House building).

I am currently Tribal Vice President of the Organized Village of Kasaan (OVK) and a Council Member of the Kasaan City Council. Because of the recent issue of Transboundary Mining Projects in Canada that could affect Alaskan waters, I was elected OVK's representative to the United Tribal Transboundary Mining Work Group (UTTMWG), a coalition of 13 SE Alaska Tribes. Recently, I was elected Chairman of UTTMWG. I have participated in several meetings with the Alaska Lt. Governor and the British Columbia Minister of Energy & Mines.

Kavilco Incorporated

 

600 University Street, Suite 3010

Seattle, WA 98101-1129

 

NOTICE OF 40th42nd ANNUAL MEETING

 

DATE:    November 2, 20147, 2015
   
REGISTRATION:    11:00 a.m. - 12 noon
   
MEETING BEGINS:    1:00 p.m.
   
PLACE:    Cape Fox Lodge, 800 Venetia Way,The Landing, 3434 Tongass Ave, Ketchikan, Alaska
   
ITEMS OF BUSINESS:(1)To elect three (3) Directors to Class III,II, with a term expiring in 2016.2018. Nominees are Marie K. Miller, Ramona Hamar,Louis L. Jones, Sr., Kenneth Gordon, and Jeane BreinigFrederick O. Olsen, Jr.
  (2)To ratify the Company's selection of independent accountants.
  (3)To ratify the changes in investments objectives and policies.
(4)To consider such other business as may properly come before the meeting or any adjournments thereof.
   
RECORD DATE:    You are entitled to vote if you were a shareholder with cllassclass "A" shares at the close of business on October 3, 2014.9, 2015.
   
VOTING BY PROXY:    Promptly complete, sign and return the enclosed BLUE PROXY BALLOT in the postage paid envelope provided even if you plan to attend the annual meeting. You may still vote in person at the meeting even though you have previously signed and mailed a proxy.ballot.
     

 

THIS PROXY STATEMENT AND BLUE PROXY BALLOT ARE BEING DISTRIBUTED ON OR ABOUT OCTOBER 3, 2014.9, 2015.

 

By order of the Board of Directors,

 

/s/ Laird A. Jones

 

Laird A. Jones,
Secretary


 

Questions and Answers about the Annual Meeting and Proxy

1. WHY AM I RECEIVING THESE MATERIALS?
The Board of Directors of Kavilco Incorporated is providing thesethis proxy materialsstatement and ballot to you in connection with their solicitation for proxiesdiscretionary ballots to be voted at Kavilco’s Annual Meeting. Shareholders are encouraged to complete and mail the enclosed PROXY BALLOT, regardless of whether or not they plan to attend the meeting, to help ensure a quorum.

2. IF I FILL OUT THE PROXY THEN DECIDE TO ATTEND THE MEETING, CAN I TAKE IT BACK AND DIRECTCHANGE MY VOTE AT THE MEETING?
Yes you can. You can change your vote by submitting a new proxy ballot any time before the deadline or by voting in person at the meeting. The latest dated proxy ballot is the one that will be counted if you submit more than one. Your earlier proxy ballot will be revoked if you attend, register and vote in person at the annual meeting, or if you file a later-dated proxy ballot with the Independent Inspectors of Election before 1:00 p.m. Alaska Standard Time on Saturday, November 1, 2014.7, 2015. Only your final proxy ballot counts.

Shareholders are encouraged to attend the meeting and place their own vote(s), and shareholders are also encouraged to complete and mail the BLUE PROXY BALLOT, regardless of whether or not they plan to attend the meeting, to help ensure a quorum.

3. WHO IS ENTITLED TO VOTE?
Only shareholders of record holding Class “A” shares at the close of business on October 3, 20149, 2015 are entitled to vote.

4. WHAT IS THE QUORUM REQUIREMENT OF THE MEETING?
The bylaws of the Corporation state that at least a majority of the total number of shares of Class “A” stock must be present, either in person or by proxy, to establish a quorum at the meeting. The quorum requirement for holding the meeting and transacting business is a majority of 50% plus one (1) vote of the shares of Class “A” stock. Conducting business will begin when a quorum is established.

5. WHY IS DISCRETIONARY VOTING AN OPTION ON THE PROXY BALLOT?
Discretionary voting gives the Kavilco Incorporated proxydiscretionary ballot holders’ maximum flexibility for purposes of electing the Board Approved Nominees. In the event that Kavilco does not have enough votes to elect all three of its nominees, each Board Approved Nominee has agreed that the proxyKavilco's discretionary ballot holders may cast the Corporation’s discretionary votestheir ballots for the remaining nominees in order to select as many as possible.

6. WHAT IS THE VOTE REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?
In proposal 1, “Election of Directors,” the nominees receiving the three highest totals of affirmative votes will be elected.

In proposal 2, Ratification of Peterson Sullivan LLP as Independent Public Accountants will be approved if it receives more affirmative votes than negative votes.

In proposal 3, Ratification of the changes in investment objectives and policies will be approved if it receives more affirmative votes than negative votes.

In proposal 4, Ratification of the changes in the concentration policy will be approved if it receives more affirmative votes than negative votes.

7. WHAT DO ABSTAIN AND WITHHOLD MEAN ON THE PROXY BALLOT?
Withholding your vote will reduce that number of votes from the total amount of votes (shares) that you can apply to other nominees and will still allow those shares to be counted toward a quorum. Abstentions will have no effect on the outcome of either proposal, but will allow your shares to be counted toward a quorum.

8. WHO WILL COUNT THE VOTE?
An independent Inspector of Elections is enlisted to tabulate the votes. Mecham, Richardson & Company has been enlisted to tabulate the votes this year.

9. WHO WILL BEAR THE COST OF SOLICITING VOTES AND S.E.C. COMPLIANCE FOR THE MEETING?
Kavilco Incorporated will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials as well as submitting it to the Securities and Exchange Commission for review.

10. MAY I PROPOSE ACTIONS FOR CONSIDERATION AT THE NEXT ANNUAL MEETING?
In order for a shareholder to make a proposal at the next Annual Meeting, the written proposal must be receivedby the Secretary no sooner than June 11, 20152016 and no later than July 11, 2015.2016. These proposals must be in writing and sent to: Kavilco Incorporated, 600 University Street, Suite 3010, Seattle, Washington 98101-1129. These proposals will need to comply with Kavilco’s Bylaws and the Securities and Exchange Commission regulations regarding the inclusion of shareholder proposals in Company-sponsored proxy materials.

11. MAY I NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS AT THE NEXT ANNUAL MEETING?
In order for a shareholder to nominate one or more persons for election as director(s) at the next Annual Meeting, the nomination(s) must be received by the Secretary no sooner than June 11, 20152016 and no later than July 11, 2015.2016. The nomination(s) must be in writing and sent to: Kavilco Incorporated, 600 University Street, Suite 3010, Seattle, Washington 98101-1129. The nomination(s) and each nominee will need to comply with Kavilco’s Bylaws and the Securities and Exchange Commission regulations regarding proxy solicitations and does not grant any shareholder a right to have any nominee included in the Company’s proxy statement. Independent nominees must submit separate proxies.

12. WHAT MATTERS WOULD NOT BE CONSIDERED FOR VOTING AT THE MEETING?
Some items that would not be considered are, but are not limited to: (a) Motions from the floor on substantive matters that could have been included in the Notice of Meeting and Proxy Statement. (b) Matters that have already been voted on. (c) Matters that are within the discretion of the Chairman of the Board of Directors, and not proper for a shareholder vote. (d) Matters that have been ruled out of order.

13. DOES KAVILCO PROVIDE SPACE FOR WRITE-IN VOTING?
Kavilco does not provide a space for write-in voting because we are subject tomust submit an S.E.C. approved management proxy.proxy to the Securities Exchange Commission. Write in voting is not allowed by the Securities Exchange Commission.

14. HOW MANY VOTING SHARES DOES KAVILCO CURRENTLY HAVE?
Kavilco currently has 11,482.83 shares outstanding of Class A stock. Kavilco knows of no person to be the beneficial owner of more than 5% of the outstanding shares of the Company.

15. HOW DO I GET AN ADDITIONAL COPY OF THE AUDITED FINANCIAL STATEMENTS?
The audited financial statements were mailed to you on February 28, 2014.25, 2015. Additional audited financial statements can be provided to you at no cost. Contact the Corporate Secretary for Kavilco Incorporated at 1-800-786-9574 and a copy of the audited financial statements will be sent to you within three business days of your request.

16. WHAT SHOULD I DO IF I RECEIVE OTHER PROXIES?BALLOTS AND PROXY STATMENTES?
The Board is not responsible for the accuracy or legality of any other ballot or proxy statement except the Kavilco management-approved blue proxy ballot. To ensure stockholdersClass A shareholders have Kavilco’s latest proxy informationstatement and materialsballot to vote, the company may conduct multiple mailings prior to the annual meeting. To vote as your Board of Director’s recommend, use the BLUE PROXYENCLOSED BALLOT. Only the latest dated proxy ballot you vote will be counted. Photocopied, faxed, or electronically transmitted copies of proxies will not be counted.

 


PROPOSALS TO BE VOTED ON

Proposal 1 Election of Directors

Kavilco’s bylaws provide that the corporation shall be managed by a Board of Directors composed of nine (9) members elected in three (3) classes, each consisting of three (3) members. The election of directors is staggered so that only three (3) directors are elected each year. The Board of Directors recommends the election of the three (3) nominees listed below, all of whom are presently Board members, to serve a three- (3) year term and until their successors are elected and qualified:

Marie K. MillerLouis L. Jones, Sr.
Ramona HamarKenneth Gordon
Jeane BreinigFrederick O. Olsen, Jr.

Unless otherwise instructed, the proxy ballot holders will vote proxies received by them on the BLUE PROXY BALLOT for these nominees. The proxy ballot holders may utilize cumulative voting with respect to the nominees and may allocate their votes among each nominee in their sole discretion. Each nominee has advised the Company that he or she will serve as a director if elected. In the event any nominee should not be available for election, the discretionary authority provided in the proxy will be exercised to vote for such other person(s) as may be designated by the present Board of Directors.

Board Structure and Compensation

The Board officers as defined by the corporate by-laws are President/Chairman, Vice President, Secretary, and Treasurer. However, Kavilco does not currently have a Treasurer, and instead employs a Chief Financial Officer. The Board of Directors recommends that each shareholder vote FOR the election of the Class III incumbents: Marie K. Miller, Ramona Hamar,Louis L. Jones, Sr., Kenneth Gordon, and Jeane Breinig.Frederick O. Olsen, Jr.

Information as to Nominees and Continuing Directors

On the Record Date, there were 11,482.83 shares of Class “A” Stock of the Company outstanding. The following table shows the beneficial ownership of the officers and directors of the Company, individually and as a group, of Class “A” stock as of October 3,9, 2014:

Independent Directors & Officers

Name/Age/Address

Offices with the Company

Class

Term Office as Director Expires

Director Since

Principal Occupation/ Employment During Past Five Years

Amount of Beneficial Ownership / % of Class “A” on 10/3/14

Other Directorships Held by Director or Nominee for Director for the past 5 years

Jeane Breinig, PhD, 59

Nominee Director

I

2014

1993

Associate Dean, University of Alaska

130
1.08%

Kasaan Haida Heritage Foundation, Alaska Humanities Forum, Sealaska Heritage Institute, University of Alaska Press, Rural Cap

Kenneth Gordon, 54

Director

II

2015

1994

Realtor, Exit Real Estate Professionals

100
0.86%

Alano Club

Eleanor Hadden, 62

Director

III

2016

2014

Curator, AK National Heritage Center

109
.91%

AK Area Institute Review Board, Kasaan Haida Heritage Foundation

Frederick O. Olsen, Jr., 53

Director

II

2015

2012

Brownfields Coordinator, Organized Village of Kasaan (OVK)

100
0.86%

Southeast Alaska Regional Health Consortium, Board Chairman, OVK Vice President, City of Kasaan, Council Member, ANB Camp 11, President

Melanie Young, 45

Director

III

2016

1997

Family Services Specialist, Women in Safe Housing (WISH)

100
0.86%

None

Scott Burns, 68

Chief Financial Officer / Chief Compliance Officer

 

 

 

Chief Financial Officer/Chief Compliance Officer for Kavilco

0
0.00%

None

Independent Directors & Officers

Name/Age/Address

Offices with the Company

Class

Term Office as Director Expires

Director Since

Principal Occupation/ Employment During Past Five Years

Amount of Beneficial Ownership / % of Class “A” on 10/3/14

Other Directorships Held by Director or Nominee for Director for the past 5 years

Jeane Breinig, PhD, 60

Director

I

2017

1993

Associate Dean, University of Alaska

130
1.08%

Kasaan Haida Heritage Foundation, Alaska Humanities Forum, Sealaska Heritage Institute, University of Alaska Press, RurAL Cap

Kenneth Gordon, 55

Nominee Director

II

2015

1994

Realtor, Exit Real Estate Professionals

100
0.86%

Alano Club

Eleanor Hadden, 63

Director

III

2016

2014

Curator, AK National Heritage Center

109
.91%

AK Area Institute Review Board, Co-Chair; Kasaan Haida Heritage Foundation, Treasurer

Frederick O. Olsen, Jr., 54

Nominee Director

II

2015

2012

Brownfields Coordinator, Organized Village of Kasaan (OVK)

100
0.86%

Southeast Alaska Regional Health Consortium, Board Chairman; OVK, Vice President; City of Kasaan, Council Member; ANB Camp 11, President; KHHF, Vice President

Melanie Young, 46

Director

III

2016

1997

Family Services Specialist, Women in Safe Housing (WISH)

100
0.86%

None

Scott Burns, 69

Chief Financial Officer / Chief Compliance Officer

 

 

 

Chief Financial Officer/Chief Compliance Officer for Kavilco

0
0.00%

None

 

Interested Directors & Officers

Name/Age/Address

Positions & Offices with the Company

Class

Term Office as Director Expires

Director Since

Principal Occupation/ Employment During Past Five Years

Amount of Beneficial Ownership/% of Class A on 10/5/12

Other Directorships Held by Director or Nominee for Director for the past 5 years

Louis Jones, Sr., 76

President

II

2015

1979

Retired Chief Engineer, Alaska Marine Hwy.

120
1.04%

None

Marie K. Miller, 49

Nominee
Vice President

I

2014

2003

Human Resources Manager, City of Ketchikan

100
0.86%

None

Laird A. Jones, MBA, 59

Secretary,

III

2016

1994

Manager, Vocational Training & Resource Center, CCTHITA

109
0.94%

Kasaan Haida Heritage Foundation, National Johnson O’Malley Association Board

Ramona Hamar, 71

Nominee Director

I

2014

1973

Administrative Support, South Central Foundation Dental

150
1.29%

None

The address for each director is the Company’s office at 600 University Street, Suite 3010, Seattle, Washington 98101-1129.

Interested Directors & Officers

Name/Age/Address

Positions & Offices with the Company

Class

Term Office as Director Expires

Director Since

Principal Occupation/ Employment During Past Five Years

Amount of Beneficial Ownership/% of Class A on 10/5/12

Other Directorships Held by Director or Nominee for Director for the past 5 years

Louis L. Jones, Sr., 77

Nominee President

II

2015

1979

Retired Chief Engineer, Alaska Marine Hwy.

10
.08%

None

Marie K. Miller, 50

Vice President

I

2017

2003

Human Resources Manager, City of Ketchikan

100
0.86%

None

Laird A. Jones, MBA, 560

Secretary,

III

2016

1994

Manager, Vocational Training & Resource Center, CCTHITA

109
0.94%

Kasaan Haida Heritage Foundation, President; National Johnson O’Malley Association Board

Ramona Hamar, 72

Director

I

2017

1973

Administrative Support, South Central Foundation Dental

150
1.29%

None

The address for each director is the Company’s office at 600 University Street, Suite 3010, Seattle, Washington 98101-1129.

 

"Interested" Director Explanation

Interested Director

Reason they are "Interested"

Louis Jones, Sr.

President
Marie K. MillerVice President

Laird A. Jones

Secretary to the Board

Ramona Hamar

Sister of Louis Jones, Sr., Corporate Officer

 

Director’s Experience

Jeane Breinig, PhD-Nominee

Jeane Breinig, PhD has been a director during the following events: Biggest bond market crash in 1994, the recession of 1999, 2000 stock market crash, 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

Kenneth Gordon

 

Kenneth Gordon has been a director during the following events: Biggest bond market crash in 1994, the recession of 1999, 2000 stock market crash, 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

Eleanor Hadden

Eleanor Hadden joined Kavilco in May 2014 during this stagnant economy and has contributed to a new balance on the Board of Directors.

Ramona Hamar-Nominee

Ramona Hamar has been a director during the following major economic events: Timber sale to ITT Rayonier for $25 million, recessions of 1980 and 1982, sale of Net Operating Loss to Drexel, Burnham and Lambert, Group Inc., 1987 stock market crash, Internal Revenue Service audit on the Net Operating Loss, oversight on the process to become a Registered Investment Company, biggest bond market crash in 1994, the recession of 1999, 2000 stock market crash, 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

Laird A. Jones, MBA

Laird A. Jones, MBA has been a director during the following events: Biggest bond market crash in 1994, the recession of 1999, 2000 stock market crash, 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

Louis Jones, Sr.,

Louis Jones, Sr. has been a director during the following major economic events: Timber sale to ITT Rayonier for $25 million, recessions of 1980 and 1982, sale of Net Operating Loss to Drexel, Burnham and Lambert, Group Inc., 1987 stock market crash, Internal Revenue Service audit on the Net Operating Loss, oversight on the process to become a Registered Investment Company, biggest bond market crash in 1994, the recession of 1999, 2000 stock market crash, 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

Marie Miller-Nominee

Marie Miller has been a director during the following events: 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy. Marie was elected Vice President of Kavilco by her peers and is the first woman to hold this post.

Frederick O. Olsen, Jr.

Frederick Otilius Olsen, Jr. has been a director since November 2012 after successfully running as an independent nominee. He has lived in Kasaan since 2009.

Melanie Young

Melanie Young has been a director during the following events: 2008 collapse of the housing bubble, avoided collateralized debt obligations, collapse of insurance and banking industries, interest rates near 0% and the current stagnant economy.

 

 

Family Relationships

Board Member

Relationship

Louis Jones, Sr., President

Brother to Ramona Hamar. First Cousin to Laird A. Jones, Eleanor Hadden, Jeane Breinig, and Frederick O. Olsen, Jr.

Marie K. Miller, Vice President

Sister to Melanie Young

Laird A. Jones, Secretary

Sister to Eleanor Hadden. First Cousin to Jeane Breinig, Ramona Hamar and Louis Jones, Sr.

Jeane Breinig, Director

First Cousin to Laird A. Jones, Ramona Hamar, Eleanor Hadden, and Louis Jones, Sr.

Kenneth Gordon, Director

No relationship to any Board member

Eleanor Hadden, Director

Sister to Laird A. Jones. First cousin to Louis Jones, Sr., Jeane Breinig and Ramona Hamar

Ramona Hamar, Director

Sister to Louis Jones, Sr. First Cousin to Laird A. Jones, Jeane Breinig, Eleanor Hadden, and Frederick O. Olsen, Jr.

Frederick O. Olsen, Jr., Director

First Cousin to Ramona Hamar, and Louis Jones, Sr.

Melanie Young, Director

Sister to Marie Miller

 

Although the Company’s shares are not listed on the NASDAQ Stock Market, the Board uses the NASDAQ standard for determining the independence of board members. Under Rule 5605 of the NASDAQ Marketplace Rules, all of the Company’s directors are independent except Louis L. Jones, Sr., the Company’s President.

Board Leadership Structure

Five of the Company's nine directors are not "interested persons" as defined by the Investment Company Act of 1940. However, regardless of classification ("independent" or "interested" directors) all directors have an equal say as to management of the Company. The Company is internally-managed and has no outside investment advisor. Louis L Jones, Sr., President of Kavilco is an "Interested" person.

The Board does not have an independent person as the Lead Director. The Board of Directors have determined that the leadership structure is appropriate as the Company does not have any committees and all decisions are made by the full Board of Directors, including employment contracts, leases, and investment policies. The Chairman of the Board is also the President and is responsible for all land issues in the State of Alaska and the special circumstances of an Alaska Native Village Corporation. The President is in contact with the Chief Financial Officer at least twice a week to be updated on all business and portfolio issues.

Board’s Oversight of Risk Management

The Board’s role in risk management of the Company is that of oversight. The staff of the Company is responsible for the day-to-day management of the Company including risk management. As part of its oversight, the Board, acting at its scheduled bi-monthly meetings, receives externally generated analytical and written reports on the state of the economy and compliance with applicable S.E.C. regulations. Also, an in depth review is conducted on the approved portfolio strategies and investment performance. The Board’s role in risk oversight does not affect its leadership structure.

Audit, Nominating and Compensation Committees

The Company does not have an audit, nominating or compensation committee. However, the Board of Directors reviews annually the auditor’s independence letter, management letter, statement of auditing standards letter and internal control memo. The Board of Directors selects nominees from incumbent Directors of the Company and does not have a formal policy regarding the consideration of diversity in identifying Board candidates.

The Board of Directors has not established a compensation committee. Given that there are only two executive officers and that the Company does not have equity compensation plans, the Board believes that it is capable of evaluating the performance of the executive officers and reviewing compensation levels. The Board does review employees’ compensation every three years and occasionally reviews per diem and fees, the last review and subsequent employee increase took place in January 2013.

The Board of Directors held six regular bimonthly meetings for the year ended December 31, 2013.2014. Each director attended all six meetings.

The Board of Directors does not have a policy regarding attendance at the Annual Meeting. All directors were in attendance at the 20132014 annual meeting of shareholders.

Compensation of Directors

Each officer and director receives $1,100 in fees and $500 in per diem for each meeting they attend. In 2013,2014, each director attended all six Board meetings and received $6,600 in compensation. In addition the Company pays for up to four (4) days of travel and hotel expenses to attend the meetings. The Company also pays medical insurance premiums or reimbursement of out-of-pocket medical expenses for directors.

Summary Compensation Table

All compensation paid by the Company for the year ended December 31, 20132014 to each of the directors and executive officers is as shown in the following table. Aggregate compensation for Board members included a yearly fee of $6,600 plus medical and / or dental if received. The President receives salary but has waived the medical and dental; the CFO receives salary, plus medical and dental.

Summary Compensation Table for Directors and Officers

Summary Compensation Table for Directors and Officers

Summary Compensation Table for Directors and Officers

Board Member

Year

Aggregate Compensation from the Fund

Year

Aggregate Compensation from the Fund

Jeane Breinig, Director

2013

$11,112

2014

$12,389

Kenneth Gordon, Director

2013

$20,108.52

2014

$14,481

Eleanor Hadden, Director

2014

$4,400

Ramona Hamar, Director

2013

$7,914

2014

$8,546

Marie K. Miller, Director

2013

$18,163

2014

$15,302

Frederick O. Olsen, Jr., Director

2013

$6,600

2014

$6,600

Melanie Young, Director

2013

$19,556

2014

$20,382

Laird A. Jones, Secretary

2013

$8,590

2014

$8,423

Louie Jones, Sr., Vice President

2013

$6,600

2014

$54,375

Louie Thompson, CEO/President

2013

$42,350

2014

$5,000

Scott Burns, CFO

2013

$174,007

2014

$179,991

  1. The Company has a retirement plan for its employees. It is a defined contribution plan with the annual contribution being equal to 20% of the participant's salary. All contributions are pooled in a brokerage trust account held at Charles Schwab.

Mr. Louis L. Jones, Sr. and Mr. Burns have employment agreements with the Company that may be terminated by the Company for cause, which includes conviction of a felony, physical or mental disability which makes it impossible to carry out his duties or responsibilities, or any illegal, immoral or dishonest act or omission by the employee, which omission results in material damage to the Company; or willful failure of the employee to discharge the duties required under the agreement. In the event of termination, Mr. Louis L. Jones, Sr. or Mr. Burns shall be entitled to accrued salary, accrued vacation and/or sick leave and a pro rata portion of the Company's contribution to the employee's defined contribution account.

Code of Ethics

The Company has adopted a written Code of Ethics that applies to all of the Company’s directors, officers and employees, including its principal executive officer and principal financial officer. The Code of Ethics sets expectations for the exercise of sound judgment and sets high ethical standards in all Company and customer matters. It is designed to promote honest and ethical conduct including in the filing of required financial information and related disclosures, as well as in compliance with laws and regulations. The Code of Ethics mandates accountability for adherence to the Code of Ethics, while a variety of procedures are available to facilitate prompt internal reporting of violations to appropriate persons. The Board is mindful that the success of the Company depends on the ongoing competence, honesty and integrity of its human resources to build relationships of trust with customers and shareholders, and believes the Code of Ethics reasonably deters wrongdoing by directors, officers and employees. The Code of Ethics includes sections on matters such as conflicts of interest, confidentiality, trading practices, and personal conduct. The Code of Ethics is posted on the Company’s website at www.kavilco.com. In addition, any waivers of the Code of Ethics for the Board or executive officers of the Company will be disclosed in a report on Form 8-K.

Compliance with Section 16(A) of the Exchange Act

Based solely upon the Company’s review of the copies of the filings that it received with respect to the last fiscal year, ended December 31, 2013, and written representations from certain reporting persons that no other reports were required, during the last fiscal year, 2013 all of its officers, directors and 10% shareholders complied with all applicable Section 16(a) filing requirements.

Report of the Board of Directors

In fulfilling its oversight responsibility of reviewing the services performed by the Company’s auditor, the Board of Directors carefully reviewed the policies and procedures for the engagement of the independent auditor. The Board also discussed with Peterson Sullivan LLP, the Company’s independent auditor, the overall scope and plans for the audit and the results of its audit, including the matters required for discussion by Statement of Auditing Standards No. 61. The Board reviewed the written disclosures regarding the independence of Peterson Sullivan LLP, contained in its letter to the Board of Directors as required by applicable requirements of the Public Company Accounting Oversight Board. The Board determined the compensation of the independent auditor and followed the established policy for pre-approval of all services, audit and non-audit related, provided by the independent auditor. The Board has concluded that the provision of non-audit related services described in “Audit and Non-Audit Fees” is compatible with m`aintenance of the independence of the independent auditor.

This report is submitted by the Company’s Board of Directors consisting of Louis L. Jones, Sr., Marie K. Miller, Laird A. Jones, Jeane Breinig, Kenneth Gordon, Eleanor Hadden, Ramona Hamar, Frederick O. Olsen, Jr., and Melanie Young.

 

Proposal 2 Ratification of Independent Public Accountants

The approval of selection of Peterson Sullivan LLP as independent public accountants of the Company is voted on by the Board of Directors at their Board Meeting prior to the Annual Meeting. Shareholders are asked to approve or ratify this selection. Unless the proxy holders are instructed otherwise, proxies will vote for the selection of Peterson Sullivan LLP as independent public accountants. If this selection is not approved, the Board of Directors intends to take the matter under advisement. No representative of Peterson Sullivan LLP is expected to be present at the Annual Meeting.

 

Audit and Non-Audit Fees

Peterson Sullivan LLP served as the Company’s independent auditors for the fiscal year ended December 31, 2013.2014. The Board of Directors pre-approved all of the audit related services, tax services and other services provided by Peterson Sullivan in 2013.2014.

The following table sets forth the aggregate fees for services by the independent auditors for the years ended December 31, 2013,2014, and 2012:2013:

2012

2013

2014

2013

Audit fees

$27,995

$20,000

$18,777

$20,000

Tax fees

$4,875

$8,708

$2,386

$8,708

Total Fees

$32,870

$28,708

$21,163

$28,708

Audit Fees: The audit fees are related to the audit of the Company’s annual consolidated financial statements for the years ended December 31, 20132014 and 2012.2013.

Tax Fees: The tax fees included services related to preparation of the Company’s tax returns in 20132014 and 2012.2013.

Pre-Approval Policies and Procedures

The Board of Directors is responsible for assuring the independence of the independent auditor, including considering whether provision of non-audit related services is compatible with maintaining the independence of the independent auditor. Any non-audit services provided by the auditor must be pre-approved by the Board of Directors.

Proposal 3 Change in Investment Policy

Securities and Exchange regulations require that any changes to the fundamental investment policies be approved by a vote of the shareholders.

Current Investment Policy

- Equity securities will not exceed 50% of assets at the time of purchase.

Proposed Investment Policy

- To remove this restriction

Background

Prior to becoming a registered investment company, Kavilco invested in stocks with the goal of generating capital gains. Unfortunately, this strategy created wide swings in income. In order to rectify this situation, when the Board of Directors prepared an investment policy in 1989, they looked at the interest on bonds to provide a relatively steady income and limited their stock investments to 50% of the value of the portfolio.

Reason for Change

In June of 2009 when the last corporate bond was purchased the board shifted the investment strategy from a heavy reliance on corporate bonds to dividend yielding stocks. The reason for this change in strategy has been discussed at length in newsletters, at annual meetings and in annual reports, is the historical decline in interest rates. As corporate bonds were redeemed Kavilco turned its emphasis to dividend yielding stocks to make up the loss in interest income as an investment strategy. Eventually, these stocks (equities) will bump up against the 50% ceiling that is set in the current investment policy. When this ceiling is breached an alternative will be to invest in low yield corporate bonds or money market funds with negligible interest. This forced change will have a material impact on corporate earnings.

Proposal 4 - Change in Concentration Policy

Current Concentration Policy

- The Company will have a diversified portfolio; however, it may choose to invest more than 25% of its assets in a particular industry or group of industries.

Proposed Concentration Policy

- The Company will have a diversified portfolio; however, it will not invest more than 25% of its assets in a particular industry or group of industries.

Reason for Change

The Investment Company Act of 1940 requires that the Company states whether or not it will invest more than 25% of its assets in a particular industry or group of industries. We have changed the policy to state that the Company "will not" invest more than 25% of its assets in a particular industry or group of industries.

Other Matters

The Board of Directors knows of no matters, other than those mentioned in the proxy, to be brought before the meeting. However, if other matters do properly come before the meeting, it is the intention of the proxy holders to vote proxies according to their best judgment.

 

By Order of the Board of Directors

 

/s/ Louis L. Jones, Sr.

 

 

Louis L. Jones, Sr., President

Seattle, Washington

October 3, 20149, 2015


KAVILCO INCORPORATED PROXY
PROXY BALLOT
Solicitation by the Board of Directors for the 20132015 Annual Meeting of Shareholders being held on November 2, 20137, 2015

The undersigned shareholder hereby grants voting authority to Kenneth Gordon, Louis Jones, Sr.,Marie Miller, Jeane Breinig, and Frederick O. Olsen, Jr.,Ramona Hamar, all with full power of substitution, to any such matter where discretionary voting is requested or where no choice is indicated for the proposal, and in any other matters that may lawfully come before the meeting. Management knows of no other matters to be considered by the shareholder. For further information on the proposals below, please consult the enclosed proxy statement.

Proposal 1. Election of Directors

THE BOARD RECOMMENDS that you CHECK BOX (A) to VOTE DISCRETIONARY and your shares will be voted by the three appointed proxy holders at their discretion. Do not allocate your votes below if you are checking box A (voting discretionary.)

If you choose to check box (B) you need to specify the number of votes you wish to give each nominee next to that nominee’s name. See your total # of votes to cast below.

(A)[ ] TO VOTE DISCRETIONARY for the election of three nominees as set forth in the Board of Directors Proxy Statement for the three-year terms for Marie K. Miller, Ramona Hamar,Louis L. Jones, Sr., Kenneth Gordon, and Jeane Breinig.

Frederick O. Olsen, Jr.

(B) [ ] TO VOTE DIRECTED in the manner set forth below for the election of the Nominees below for the Board of Directors of the Corporation for three-year terms ending in 2016.2018.

Name: Joe Shareholder

# of Shares:

100 X 3 votes per share

Total # of votes to cast:

300

________________FOR WITHHOLD ABSTAIN
Marie K. Miller ________________________________________
Ramona Hamar ________________________________________
Jeane Breinig ________________________________________

ForWithholdAbstain
Louis L. Jones, Sr.
Kenneth Gordon
Frederick O. Olsen, Jr.

Proposal 2. Ratification of Peterson Sullivan LLP as independent public accountants.

THE BOARD RECOMMENDS that you vote FOR proposal 2.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

Proposal 3. Ratification of Change in Investment Policy.

THE BOARD RECOMMENDS that you vote FOR proposal 3.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

Proposal 4. Ratification of Change in Concentration Policy.

THE BOARD RECOMMENDS that you vote FOR proposal 4.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

The Board of Directors solicits this proxy and it will be voted as specified.

Shareholder: Sign your name as it appears in the box above. This proxy must be dated and signed in order for your vote to be counted.

Date:_________________ , 20142015 Signature:______________________________________________

as custodian for:_____________________________________________________________________
Print minor's name if applicable.
When signing as custodian for a minor, or as executor, administrator, attorney, trustee or guardian, please write your full title as such. If your name appears as "John A. Smith, Sr., as custodian for John A. Smith, Jr.," sign "John A. Smith, Sr. as custodian for John A. Smith, Jr."
A Stamped Return-Envelope Has Been Provided For Your Convenience.
Please remember to DATE and SIGN above. Thank you.


Prizes

Mail in Your Proxy - Early Bird Special $350!!

Mail must be postmarked on or before October 18,23, 2013 to be eligible.

You do not have to be present to win.

Attend the Annual Meeting - 4 Proxy Drawings for $100 each

Board members are not eligible for these drawings.

You must be present to win.

All Returned Proxies are Eligible for This $200 Prize!

You do not have to be present to win.

 In order to insure a quorum, all legally approved proxies, including those solicited by other shareholders, will be eligible for all the drawings.

 

All Winners will be announced at the Annual Meeting on November 1, 20147, 2015 and in the Kavilco Newsletter.

Privacy Policy

The Company has adopted the following privacy policy:

This Privacy Policy sets forth our policies with respect to non-public personal information of our shareholders and former shareholders. These policies apply to individuals only and may be changed at any time, provided a notice of such change is provided to you.

You may provide us from time to time with personal non-public information abour you, such as your address, your social security number, and information about your family.

We may disclose your personal non-public information if you direct us to do so, or if we are required by applicable law to do so.

We seek carefully to safeguard your private information and, to that end, we restrict access to non-public personal information about you to those employees who need to know the information to enable us to provide services to you. None of your personal, non-public information may be accessed by anyone on our website.

A copy of the Privacy Policy will be mailed to the shareholders annually with the proxy statement and ballot.