UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Required
in Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by
the Registrant
x
Filed by
a Party other than the Registrant
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Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to
§ 240.14a-12
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Engex,
Inc.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than Registrant)
Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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Fee
paid previously with preliminary
materials:
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD JANUARY 8, 2009
——————————
To the
Stockholders of Engex, Inc.:
The
Annual Meeting of Stockholders of Engex, Inc. (the “Fund”) will be held on
Thursday, January 8, 2009, at 4:00 P.M. at the offices of the Fund, 44 Wall
Street, New York, New York, second floor.
The
following subjects will be considered and acted upon at the
Meeting:
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(1)
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Election
of five Directors;
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(2)
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Ratification
of the selection of Raich Ende Malter & Co. LLP as independent
auditors of the Fund for the fiscal year ending September 30,
2009;
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(3)
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Transaction
of such other business as may properly come before the Meeting or any
adjournment or adjournments
thereof.
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The
Directors unanimously recommend the election as Directors of the nominees named
in the Proxy Statement, and FOR ratification of the selection of the independent
auditors. Stockholders of record at the close of business on November
20, 2008 will be entitled to vote at the Meeting and at any adjournments
thereof.
By Order of the Board
of Directors
Please
fill in, date and sign the Proxy Card for the shares of Engex, Inc. held
by you and return it in the envelope provided so that your vote can be
recorded whether or not you plan to attend. No postage is required if
mailed in the United States.
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This
statement is furnished in connection with the solicitation by the Board of
Directors (the “Board”) of Engex, Inc. (the “Fund”), a Delaware corporation, of
Proxies to be voted at the Annual Meeting of Stockholders to be held January 8,
2009 (the “Meeting”), and any and all adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting dated November
24
,
2008. This proxy statement is being mailed to stockholders on or
about November 25, 2008 and is accompanied by an Annual Report with respect to
the Fund’s fiscal year ended September 30, 2008.
All
Proxies that have been properly executed and received in time will be voted at
the Meeting in accordance with the instructions thereon. Any stockholder
executing a Proxy may revoke it in writing by execution of another Proxy or by
any other legal method, including attending the Meeting and voting in person, at
any time before the shares subject to the Proxy are voted at the
Meeting. The Board recommends that shares be voted FOR the election
as Directors of the nominees hereinafter named, FOR the ratification of the
selection of Raich Ende Malter & Co. LLP as the Fund’s independent auditors,
and in the discretion of the persons named as proxies, on such other matters as
may properly come before the Meeting. If no choice is specified on
the Proxy for any particular item, the shares will be voted FOR that
item.
As of
November 20, 2008, there were issued and outstanding 1,465,837 shares of the
common stock, par value $.10 per share of the Fund, which is the only class of
capital stock of the Fund. Stockholders will be entitled to one vote
for each share held. Only holders of record of such shares at the
close of business on November 20, 2008, will be entitled to vote at the
Meeting.
The Fund
will pay the cost of preparing, assembling and mailing the materials in
connection with the solicitation of Proxies, and will reimburse brokers and
other nominees for their reasonable expenses in connection therewith. In
addition to solicitation by use of the mails, certain officers and Directors of
the Fund and officers, directors and personnel of D.H. Blair Investment Banking
Corp. (“Investment Banking Corp.”) and American Investors Advisors, Inc., the
Fund’s investment adviser (the “Investment Adviser”), who will receive no
compensation for their services other than their regular salaries, may solicit
the return of Proxies personally or by telephone or telegraph.
At the
Meeting, five Directors are to be elected, each to hold office until the next
Annual Meeting of Stockholders or until his respective successor shall have been
chosen and qualified or until he has died, resigned or been
removed. The following table sets forth the names of the nominees,
all of whom are presently serving as Directors of the Fund. All of these
nominees have agreed to serve if elected. The address of each nominee
is: c/o Engex, Inc., 44 Wall Street, New York, NY 10005.
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Other
Directorships
Held
in Public
Companies
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Directors Considered to be “Interested
Persons”
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Chairman,
President, Director and sole stockholder of Investment Banking Corp.;
President, Chairman and CEO of the Investment Adviser.
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Managing
member, Nesher, LLC (financial management).
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Pharma-Bio
Serv, Incorporated; Highlands State Bank
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Directors Considered to be
Independent
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Senior
Managing Director, Integrated Management Solutions USA LLC
(consulting).
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Pharma-Bio
Serv, Incorporated
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Director/Vice
Chair, Allis-Chalmers Energy, Incorporated (oil and gas equipment and
services).
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Mr.
Perlysky is an “interested person” of the Fund by reason of his being a
member of the immediate family of Mr.
Davis.
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In the
event that any nominee named above is unable to serve for any reason when the
election occurs, the accompanying Proxy will be voted for such person or persons
as the Board may recommend.
During
the fiscal year ended September 30, 2008, there were four meetings of the
Board. The Board does not have a nominating, compensation or other
standing committee performing similar functions, and the Board generally does
not accept nominations for Directors from stockholders. Given the
size of the current Board and the current scope of the Fund’s operations, the
Board believes that it is appropriate for the Fund not to have a standing
nominating committee. Any new Director nominee will be considered by
the full Board.
The Board
has an Audit Committee, the members of which are Messrs. Spindel (Chairman),
Fisch and Toboroff. Each member of the Audit Committee is
“independent,” as that term is defined in Section 121(A) of the American Stock
Exchange listing standards. The Committee’s authority and
responsibilities are set forth in a written charter, a copy of which is included
with this proxy statement as Exhibit A.
Among
other things, the Committee is responsible for selecting and retaining the
Fund’s independent auditors, evaluating the performance of independent auditors
and the fees paid for services, obtaining from the auditors the necessary
statements relating to independence and evaluating the auditor’s independence
based on discussions with the auditors, reviewing and discussing with management
and the auditors the audited financial statements, the auditor’s report, the
management letter and the quality and adequacy of the Fund’s internal controls,
and overseeing the relationship between the auditors and management in
conducting the Fund’s annual audit. In carrying out its
responsibilities, the Committee has reviewed and discussed the audited financial
statements for the Fund for the fiscal year ended September 30, 2008 with
management and, based on its review and discussions, has recommended to the
Board that those audited financial statements be included in the Fund’s Annual
Report. During the fiscal year ended September 30, 2008, there was
one meeting of the Audit Committee.
The
dollar ranges of securities beneficially owned by the Directors of the Fund* as
of November 20, 2008, are as follows:
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Dollar
Range of Equity
Securities Held in the
Fund
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*
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The
Fund is comprised of only one portfolio and is not part of a “Family of
Investment Companies” or a “Fund
Complex.”
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(1)
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Includes
58,754 shares (approximately 4.0% of those outstanding) owned by
Investment Banking Corp. (of which Mr. Davis is Chairman and sole
stockholder), but does not include 167,429 shares (approximately 11.0% of
those outstanding) owned of record by Rivkalex Corp., 100% of whose
outstanding voting securities are owned by Mr. Davis’ wife, Mrs. J. Morton
Davis, or the 123,304 shares of the Fund owned of record by Mrs. Davis
(approximately 8.0% of those outstanding). Mr. Davis disclaims beneficial
ownership of such additional shares. See also “PRINCIPAL
STOCKHOLDERS” below.
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(2)
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Includes
109,500 shares (approximately 7.4% of those outstanding) owned by Kinder
Investments LP (of which Mr. Perlysky is managing member of the general
partner). Mr. Perlysky is the son-in-law of Mr.
Davis.
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No
Independent Director or immediate family member of any Independent Director owns
beneficially or of record an interest in the Investment Adviser.
During
the Fund’s fiscal year ended September 30, 2008, the Directors received the
following compensation from the Fund (the Fund offers no retirement plan to the
Directors):
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Aggregate
Compensation
from the Fund
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Under
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and regulations thereunder, the Fund’s officers and Directors and persons
owning more than 10% of the Fund's common stock are required to report their
transactions in the Fund’s common stock to the Securities and Exchange
Commission, the American Stock Exchange and the Fund. Based solely on
the Fund’s review of the copies of such reports that it has received, the Fund
believes that, during fiscal year ended September 30, 2008, all filing
requirements applicable to its Directors and officers were
satisfied.
THE
BOARD UNANIMOUSLY RECOMMENDS
THAT
STOCKHOLDERS VOTE FOR THE ELECTION OF
EACH
NOMINEE TO THE BOARD
RATIFICATION
OR REJECTION OF SELECTION
The
ratification or rejection of the selection by the Audit Committee of the Board
of Raich Ende Malter & Co. LLP as the Fund’s independent auditors for the
fiscal year ending September 30, 2009, is being submitted to
stockholders. The Audit Committee, in carrying out its
responsibilities under its Charter, met with representatives of Raich Ende to
determine whether to select Raich Ende as the Fund’s independent
auditors. During that meeting, the Committee discussed Raich Ende’s
independence and was advised that Raich Ende had no direct or material indirect
financial interest in the Fund. In addition, the Committee received
from Raich Ende its written representations that it is
independent. Raich Ende also advised the Committee that all
professional services to be rendered by it with respect to its September 30,
2009 fiscal year audit would be furnished at customary rates and
terms. Based on its determinations, the Committee selected Raich Ende
as the Fund’s independent auditors for the fiscal year ending September 30,
2009. A representative of Raich Ende is expected to be available by
telephone at the Meeting and will be given an opportunity to respond to
questions and to make such other statements as he considers
appropriate.
Raich
Ende was the independent auditors of the Fund for the fiscal year ended
September 30, 2008 and was the independent auditors that provided the financial
statements for the fiscal years ended September 30, 2006 and
2007. During the past two fiscal years, neither of the principal
accountant’s reports on the financial statements of the Fund contained an
adverse opinion or a disclaimer of opinion, and neither was qualified or
modified as to uncertainty, audit scope, or accounting principles.
Audit Fees.
For
the fiscal years ended September 30, 2008 and September 30, 2007, Raich Ende
billed the Fund $22,500 and $35,000, respectively, for professional services
rendered for the audit of the Fund’s annual financial statements.
Audit-Related
Fees.
For the fiscal years ended September 30, 2008 and
September 30, 2007, Raich Ende billed the Fund $0 and $0, respectively, for
assurance and related services that were reasonably related to the performance
of the audit or review of the Fund’s financial statements.
Tax Fees.
For the
fiscal years ended September 30, 2008 and September 30, 2007, Raich Ende billed
the Fund and the Investment Adviser and its affiliates, in the aggregate $9,500
and $20,000, respectively, for services related to tax compliance, tax advice
and tax planning.
All Other
Fees.
For the fiscal years ended September 30, 2008 and
September 30, 2007, Raich Ende billed the Fund and the Investment Adviser and
its affiliates, in the aggregate, $0 and $0, respectively, for products and
services other than those reported above.
All
non-audit services provided by Raich Ende to the Investment Adviser and its
affiliates were considered by the Audit Committee of the Board of Directors of
the Fund and determined to be compatible with maintaining Raich Ende’s
independence, as the case may be. No non-audit services were approved
under pre-approval policies and procedures.
THE
BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE
RATIFICATION OF THE SELECTION OF RAICH ENDE MALTER & CO. LLP AS
INDEPENDENT
AUDITORS FOR THE FUND
The
Investment Adviser was organized in 1985 and serves as the investment adviser to
the Fund pursuant to an Investment Advisory Agreement dated January 10, 1986
(the “Agreement”). The Agreement was approved by the Fund’s
stockholders at a meeting held on February 19, 1986 and was last approved by the
Board, including a majority of the Directors who were not “interested persons”
of any party to the Agreement, by vote cast in person at a meeting held on
January 9, 2008.
The
Investment Adviser is wholly-owned by J. Morton Davis. Mr. Davis, President and
Director of the Fund, is also President, Chief Executive Officer and Chairman of
the Board of the Investment Adviser and President, Director and sole stockholder
of Investment Banking Corp. See also the discussion of shares
beneficially owned by Mr. Davis under “ELECTION OF DIRECTORS” above and
“PRINCIPAL STOCKHOLDERS” below. David Nachamie, Secretary of the
Fund, is also Senior Vice President, Treasurer and a Director of the Investment
Adviser. Gilbert Jackson, Treasurer of the Fund, is also Controller
of the Investment Adviser. The address of the Investment Adviser,
Investment Banking Corp., Mr. Davis, Mr. Nachamie and Mr. Jackson is 44 Wall
Street, New York, New York 10005.
The
following table sets forth information with respect to any person (including for
this purpose a “group” which consists of two or more persons acting as a
partnership, limited partnership, syndicate or other group for the purpose of
acquiring, holding, or disposing of securities of the Fund) known to the Fund to
be the beneficial owner of more than five percent (5%) of the Fund’s outstanding
voting securities on November 20, 2008:
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Name
and Address of
Beneficial Owner
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Amount
and Nature of Beneficial
Ownership
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Common
Stock
(par
value $.10)
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J.
Morton Davis
44
Wall Street
2nd
Floor
New
York, N.Y. 10005
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Mrs.
J. Morton Davis c/o Rivkalex Corp.
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Kinder
Investments LP
c/o
Dov Perlysky
8
Lakeside Drive West
Lawrence,
N.Y. 11559
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Venturetek
LP
c/o
David Selengut
370
Lexington Avenue
New
York, N.Y. 10017
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(1)
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Includes
58,754 shares owned of record by Investment Banking
Corp.
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(2)
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Includes
167,429 shares owned of record by Rivkalex Corp., 100% of whose
outstanding voting securities are owned by Mrs. Davis. Mrs.
Davis disclaims beneficial ownership of all shares other than those held
by her personally and those held by Rivkalex
Corp.
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All of
the Directors and officers of the Fund, as a group, currently own of record and
beneficially 490,214 shares of the Fund (approximately 33.4% of those
outstanding), in addition to which Mr. Davis beneficially owns 58,754 shares
(approximately 4.0% of those outstanding) held by Investment Banking Corp., and
Mr. Perlysky beneficially owns 109,500 shares (approximately 7.4% of those
outstanding) held by Kinder Investments LP.
Investment
Banking Corp., which holds 58,754 shares (approximately 4.0% of those
outstanding), has informed the Fund that it intends to vote such shares in favor
of all proposals submitted by Management and scheduled to come before the
Meeting.
Mr. Davis
and Mrs. Davis may be in a position to control the outcome of the Meeting and
approval or rejection of the various proposals specified above if they act in
concert.
The
executive officers of the Fund, each of whom serve at the pleasure of the Board,
are as follows: J. Morton Davis (age 79), who has served as President of the
Fund since its inception, and whose principal occupation is described above
under “ELECTION OF DIRECTORS”; David Nachamie (age 78) who has served as
Treasurer of the Fund from 1976 through 1993, as Secretary since January 7,
1981, and as Chief Compliance Officer since September 9, 2004, and whose
principal occupation has been as Treasurer of Investment Banking Corp. since
1992 and who previously served as comptroller of D.H. Blair & Co., Inc. for
11 years; and Gilbert Jackson (age 44), who has served as Treasurer of the Fund
since 1998 and also as Assistant Treasurer of the Fund from 1985 through 1998
and whose principal occupation for the past five years has been as Chief
Financial Officer of Investment Banking Corp.
STOCKHOLDER
COMMUNICATIONS TO THE BOARD
Stockholders
wishing to send a communication to the Board (or to any particular Director or
Directors) should submit the communication in writing, preferably by certified
mail, return receipt requested, to the Board (or particular Director or
Directors) at the address listed on the first page of this Proxy
Statement.
DIRECTOR
ATTENDANCE AT ANNUAL MEETINGS
The Fund
does not have a policy requiring Directors to attend the Fund’s Annual
Meetings. Mr. Davis was the only Director who attended last year’s
Annual Meeting, held on January 9, 2008.
In order
to hold the Meeting, a majority of the Fund’s shares entitled to vote must be
present in person or represented by proxy. The election of the
nominees indicated herein to the Board requires the affirmative vote of a
plurality of the Fund’s shares present in person or represented by Proxy and
entitled to vote. Ratification of the selection of independent
auditors requires the affirmative vote of the majority of the Fund’s shares
present in person or represented by Proxy and entitled to vote.
Brokers
holding shares for beneficial owners must vote those shares according to
specific instructions they receive from the owners. If specific instructions are
not received, however, brokers typically may vote the shares in their
discretion, since, under Stock Exchange rules, brokers have discretionary
authority to vote on certain routine matters, including the proposals set forth
in this Proxy Statement. “Broker non-votes” and abstentions will be
counted for purposes of determining whether a quorum is
present. Abstentions are counted among the shares entitled to vote on
a proposal, and therefore have the same effect as votes against a proposal.
Broker non-votes are treated as shares that are not entitled to vote, and thus
will not be counted in determining whether the proposal to ratify the Fund’s
independent auditors has been approved.
In the
event that a quorum is not present or that a quorum is present but sufficient
votes in favor of a proposal have not been received by the time scheduled for
the Meeting, the persons named as proxies may propose one or more adjournments
of the Meeting in order to permit further solicitation of proxies. The persons
named as proxies will vote in favor of such an adjournment if they determine
that such adjournment and additional solicitation is reasonable and in the
interests of the Fund’s stockholders.
STOCKHOLDER
PROPOSALS FOR 2010 ANNUAL MEETING
Stockholders
wishing to have a proposal included in the Fund’s Proxy Statement for the Fund’s
2010 Annual Meeting must submit a written notice of the proposal, preferably by
certified mail, return receipt requested, to the Fund at its address listed on
the first page of this Proxy Statement so that the notice is received no later
than July 31, 2009. The notice must contain information sufficient to
identify the proposal and to establish that the stockholder beneficially owns
shares that would be entitled to vote on the proposal. Stockholder
proposals that are submitted in a timely manner will not necessarily be included
in the Fund’s proxy materials. Inclusion of such proposal is subject
to limitations under the federal securities laws. Stockholder
proposals not received by July 31, 2009 will not be considered “timely” within
the meaning of Rule 14a-4(c) under the Exchange Act.
As of the
date of this Proxy Statement, the Board is not aware of any matters to be
presented for action at the Meeting other than those described above. Should
other business properly be brought before the Meeting, the persons named in the
Proxy have discretionary authority to vote in accordance with their best
judgment.
This
Audit Committee Charter (“Charter”) has been adopted by the Board of Directors
(the “Board”) of Engex, Inc. (the “Company”). The Audit Committee of
the Board (the “Committee”) shall review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Board for
approval. The Board may amend this Charter by a vote of a majority of
the directors, including a majority of the directors who are not “interested
persons” (as defined by the Investment Company Act of 1940, as amended) of the
Company (the “Independent Directors”).
Role and Independence;
Organization
The
Committee is directly responsible for the appointment, compensation, retention
and oversight of the work of any registered public accounting firm engaged
(including resolution of disagreements between management and the auditor
regarding financial reporting) for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the Company (the
“Auditors”). The Auditors must report directly to the
Committee.
The Board
may, from time to time, assign other duties to the Committee.
The
membership of the Committee shall consist of at least three Independent
Directors, each of whom is able to read and understand fundamental financial
statements, including the Company's balance sheet, income statement, and cash
flow statement or will become able to do so within a reasonable period of time
after his or her appointment to the Committee.
No
Committee member may, other than in his or her capacity as a member of the
Committee, the Board, or any other Board committee, directly or indirectly
accept any consulting, advisory, or other compensatory fee from the
Company. Each Committee member must be an Independent
Director. In addition, no Committee member shall be:
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(a)
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a
director who is employed by the Company or any of its affiliates for the
current year or any of the past three
years;
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(b)
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a
director who accepts any compensation from the Company or any of its
affiliates in excess of $60,000 during the previous fiscal year, other
than compensation for Board service, benefits under a tax-qualified
retirement plan, or non-discretionary
compensation;
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(c)
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a
director who is a member of the immediate family of an individual who is,
or has been in any of the past three years, employed by the Company or any
of its affiliates as an executive officer. Immediate family
includes a person's spouse, parents, children, siblings, mother-in-law,
father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law,
and anyone who resides in such person's
home;
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(d)
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a
director who is a partner in, or a controlling shareholder or an executive
officer of, any for-profit business organization to which the Company
made, or from which the corporation received, payments (other than those
arising solely from investments in the Company’s securities) that exceed
5% of the Company’s or business organization's consolidated gross revenues
for that year, or $200,000, whichever is more, in any of the past three
years; or
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(e)
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a
director who is employed as an executive of another entity where any of
the Company's executives serve on that entity’s compensation
committee.
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The
Committee shall maintain free and open communication with the Auditors, the
internal financial personnel and Company management. In discharging
its oversight role, the Committee shall have full access to all Company books,
records, facilities, personal and outside professionals. The
Committee may retain independent special legal, accounting or other consultants
as advisors, at the Company’s expense. The Company also is
responsible for the Auditors’ compensation and for ordinary administrative
expenses of the Committee that are necessary or appropriate in carrying out its
duties.
One
member of the Committee shall be appointed as chair. The chair shall
be responsible for leadership of the Committee, including scheduling and
presiding over meetings, preparing agendas, and making regular
reports to the Board. The chair will also maintain regular liaison
with the chief executive officer, the chief financial officer and the lead
independent audit partner.
Financial Background;
Financial Experts
Each
Committee member shall be able to read and understand fundamental financial
statements, or will become able to do so within a reasonable period of time
after his or her appointment to the Committee. At least one member
must have past employment experience in finance or accounting, requisite
professional certification in accounting or any other comparable experience or
background that results in the individual’s financial
sophistication.
The
Committee may, in its discretion, recommend that the Board designate one or more
Committee members as “Audit Committee Financial Experts” (“ACFE”). In
recommending that a person be designated an ACFE, the Committee shall consider
the factors prescribed by Section 407 of the Sarbanes-Oxley Act of 2002,
relevant regulations of the Securities and Exchange Commission, and such other
factors as the Committee deems relevant.
A
Committee member designated an ACFE shall not be subject to a different or
higher degree of individual responsibility, care or obligation than other
Committee members. The designation of one or more Committee members
as ACFE shall not alter or decrease the duties and obligations of Committee
members not so designated.
The
Company shall disclose, in its annual reports to the Securities and Exchange
Commission on Form N-CSR, whether the Committee includes an ACFE. If
the Committee does not have among its members at least one ACFE, the Board, with
the assistance of counsel, shall provide a written explanation of the reasons
why not, with a view toward disclosure of those reasons in the Company’s annual
report to Securities and Exchange Commission on Form N-CSR.
Responsibilities
The
Committee’s job is one of oversight. Management is responsible for
the preparation of the Company’s financial statements and the Auditors are
responsible for auditing those financial statements. The Committee
and the Board recognize that management and the Auditors have more resources and
time, and more detailed knowledge and information regarding the Company’s
accounting, financial and auditing practices than do Committee
members. Accordingly the Committee’s oversight role does not provide
any expert or special assurance as to the Company’s financial statements or any
certification as to the work of the Auditors. Nor is it the duty of
the Committee to conduct investigations, to resolve disagreements, if any,
between management and the Auditors or to assure compliance with laws and
regulations.
Although
the Committee may wish to consider other duties from time to time, the general
recurring activities of the Committee in carrying out its oversight role are
described below. The Committee shall:
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Annually
certify in writing to the American Stock Exchange that the Committee has
adopted a formal written audit committee charter and that it has reviewed
and reassessed the adequacy of this
Charter.
|
|
·
|
Select
and retain Auditors to audit the financial statements of the Company,
which Auditors are ultimately accountable to the Board and the Committee,
as representatives of the
shareholders.
|
|
·
|
Approve
the compensation of the Auditors.
|
|
·
|
Evaluate,
together with the Board, the performance of the Auditors and, where
appropriate, replace the Auditors.
|
|
·
|
Annually
obtain from the Auditors a formal written statement describing all
relationships between the Auditors and the Company, consistent with
Independence Standards Board Standard No. 1. The Committee
shall actively engage in a dialogue with the Auditors with respect to any
disclosed relationship that may impact the objectivity and independence of
the Auditors and shall take or recommend that the Board take appropriate
actions to oversee the Auditors’
independence.
|
|
·
|
Review
the audited financial statements and discussing them with management and
the Auditors. These discussions may include a review of
sensitive accounting estimates, reserves and accruals, review of
judgmental areas, review of audit adjustments (whether or not recorded),
review of risk exposures that may have a material impact on the Company’s
financial statements and the steps management has taken to monitor and
control such exposures and other such inquiries as the Committee or the
Auditors shall deem appropriate. Based on its review, the
Committee shall make its recommendation to the Board as to the inclusion
of the Company’s audited financial statements in the Company’s annual
report to shareholders required by the Investment Company Act of
1940.
|
|
·
|
Issue
annually a report to be included in the Company’s proxy statement, as
required by the rules of the Securities and Exchange
Commission.
|
|
·
|
Review
the annual management letter with the
Auditors.
|
|
·
|
Oversee
the relationship with the Auditors: discuss with the Auditors the planning
and staffing of the audit and the nature and rigor of the audit process,
receive and review the audit reports, review with the Auditors any
problems or difficulties the Auditors may have encountered in carrying out
their responsibilities and any management letters provided by the Auditors
and the Company’s response to such letters, review the form of opinion
that the Auditors propose to render to the Board and shareholders, meet
with the Auditors in executive session, and provide the Auditors full
access to the Committee and the Board to report on all appropriate
matters.
|
|
·
|
Review
compliance with the Code of Conduct applicable to the Company’s senior
financial officer(s).
|
|
·
|
Establish
procedures for receipt, retention and treatment of complaints received by
the Company or any of its affiliates concerning accounting, internal
accounting controls or auditing matters affecting the Company, and the
confidential, anonymous submission by employees of the Company, its
investment advisor, administrator, principal underwriter, any other
provider of accounting related services [or any affiliate] of concerns
regarding questionable accounting or auditing
matters.
|
|
·
|
Consider
and approve any permissible non-audit services to be provided to the
Company by the Auditors and the fees to be charged for these
services.
|
|
·
|
Review
the fees charged by the Auditors for audit and permissible non-audit
services.
|
|
·
|
Investigate
improprieties or suspected improprieties in the Company’s
operations.
|
|
·
|
Undertake
such other investigations and consider such other matters of a financial
nature as the Committee deems
appropriate.
|
|
·
|
Review
errors in the calculation of the Company’s net asset value per share and
steps taken to correct such errors, and recommend appropriate action to
the Board.
|
|
·
|
Review
significant changes to the Company’s auditing and accounting principles
and practices as suggested by the Auditors or
management.
|
|
·
|
Discuss
with management and the Auditors the quality and adequacy of the Company’s
internal controls.
|
|
·
|
Review
and discuss with management and the Auditors any significant changes in
the Company’s internal controls.
|
|
·
|
Discuss
with management the quality and adequacy of the Company’s disclosure
controls and procedures.
|
|
·
|
Discuss
with management and/or the Company’s counsel any legal matters (including
the status of pending litigation) that may have a material impact on the
Company’s financial statements, and any material reports or inquiries from
regulatory or governmental
agencies.
|
Adopted
by the Board of
Directors:
August 15, 2000
Amended:
November 12,
2003
Engex,
Inc.
44 WALL
STREET
NEW YORK,
NY 10005
FOLD
AND DETACH HERE AND READ THE REVERSE SIDE
ENGEX,
INC.
PROXY--SOLICITED
BY THE BOARD OF DIRECTORS (SEE OTHER SIDE)
The
undersigned stockholder of ENGEX, INC. (“Fund”), a Delaware corporation, hereby
appoints J. MORTON DAVIS, DAVID NACHAMIE and GILBERT JACKSON, and each of them,
the true and lawful proxies of the undersigned, with full power of substitution,
to vote on behalf of the undersigned all shares of the Fund which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Fund to be held on January 8, 2009 at 4:00 P.M. and at any adjournments thereof,
hereby revoking any proxy heretofore given with respect to such shares and the
undersigned authorizes and instructs said proxies to vote as
follows:
(continued
and to be signed on reverse side)
Annual
Meeting of Stockholders of
ENGEX,
INC.
January
8, 2209
Please
sign, date and mail
your
proxy card in the
envelope
provided as soon as possible.
Please
detach along perorated line and mail in the envelope provided.
20530000000000000000 7
010809
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR”
PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [ x
]
|
1.
Election of Directors:
Nominees:
[ ]
FOR ALL NOMINEES
( ) J. Morton Davis
[ ]
WITHOLD
AUTHORITY
( ) Jerome Fisch
FOR
ALL
NOMINEES
( ) Dov Perlysky
( ) Howard Spindel
[ ]
FOR ALL
EXCEPT
( ) Leonard Toboroff
(See
instruction below)
Instruction
: To
withhold authority to vote for any individual nominee (s), mark
“FOR ALL EXCEPT”
and
fill in the circle next to each nominee you wish to withhold, as shown
here ●
|
For Against
Abstain
2.
RATIFICATION
OF THE SELECTION OF RAICH
ENDE
[ ]
[ ]
[ ]
MALTER & CO. LLP, as the independent auditors for the
fiscal year ending September 30, 2009.
THE
SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS HEREIN, BUT WHERE SPECIFICATIONS ARE NOT INDICATED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2, AND IN ACCORDANCE WITH THE
DISCRETION OF THE PROXIES NAMED HEREIN ON ALL OTHER MATTERS (INCLUDING,
WITHOUT LIMITATION, ADJOURNMENTS) PROPERLY COMING BEFORE THE MEETING, ALL
IN ACCORDANCE WITH THE PROXY STATEMENT OF THE FUND, RECEIPT OF WHICH IS
HEREBY ACKNOWLEDGED.
In
their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This
proxy may be revoked at any time before it is voted at the
meeting.
PLEASE
DATE, SIGN AND RETURN IN THE ENCLOSED POSTAGE PAID
ENVELOPE. THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS.
|
|
|
|
|
To
change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name (s) on the account may not be submitted via
this
method [ ]
|
Signature
of Stockholder _____________________ Date __________ Signature
of Stockholder _____________________ Date _____________
Please
sign exactly as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer is
a corporation, please sign full corporate name duly authorized officer, giving
full title as such. If signer is a partnership, please sign in partnership name
by authorized person.
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