WADE FUND, INC.
Suite 2224, Fifty-One Hundred Poplar Avenue
Memphis, Tennessee 38137
Telephone: Area Code 901/682-4613
________________________________________
Notice of Annual Meeting of Stockholders
________________________________________
To The Stockholders:
Notice is hereby given that the Annual Meeting of
Stockholders of Wade Fund, Inc., will be held in Suite 2224,
Fifty-One Hundred Poplar Avenue, Memphis, Tennessee, on
Friday, February 28, 1997, at 11:00 a.m., Central Standard
Time, for the following purposes:
l. To elect five directors.
2. To consider and act upon the ratification or
rejection of the selection by the Board of Directors of Rhea
& Ivy as independent public accountant for the Corporation for
the year 1996.
3. To transact such other business as may properly come
before the meeting.
Stockholders of record at the close of business on
February 6, 1997, will be entitled to vote at such meeting.
Date: February 6, 1997 Maury Wade, Jr. President
It is Important That Your Stock Be Represented At the Meeting
In Order To Insure The Presence Of A Quorum. Therefore,
Unless You Expect To Be Present, Please Date And Sign The
Accompanying Proxy And Return It Promptly.
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February 6, 1997
WADE FUND, INC.
Suite 2224
5100 Poplar Avenue
Memphis, Tennessee 38137
Telephone: Area Code 901/682-4613
PROXY STATEMENT
_______________
This proxy statement has been prepared and is furnished in connection
with the solicitation by the management of Wade Fund, Inc., (hereinafter
called the Fund), of proxies to be used at the Annual Meeting of Stockholders
to be held on February 28, 1997, and at any adjournment thereof. Any proxy
given pursuant to such solicitation may be revoked by the stockholder giving
it at any time prior to the exercise of the powers conferred by means of a
written notice of such revocation delivered to any officer of the Fund, a
later dated proxy or by attendance at the meeting. This proxy statement and
proxy is being mailed to stockholders on February 6, 1997.
VOTING SECURITIES
_________________
The Fund has but one class of stock, Common Stock, of which 18,066 shares
are outstanding at the date of this solicitation. All stockholders of record
at the close of business on February 6, 1997, shall be entitled to cast one
vote upon each matter of business for each share held. On such date the
persons owning five percent (5%) or more of the Fund's outstanding stock were
Jeannene T. Cathey, Axson Brown Morgan, Charles Grant Wade, Kate Wade and
Maury Wade, Jr.
ELECTION OF DIRECTORS
_____________________
The following table sets forth the names of five nominees for election
as directors. Unless specified otherwise, all proxies received pursuant to
this solicitation shall be voted for each of said nominees. If for any
reason any of the said nominees is not a candidate when the election occurs,
it is intended that such proxies will be voted for the other nominees named
herein and may be voted for any substituted nominee. The management has no
reason to expect that this will occur, however, since all of said nominees
have consented to serve. The directors shall be elected to serve until the
next annual meeting of stockholders and until their respective successors
shall be duly elected and qualified.
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Shares Owned Bene-
Year First ficially, Directly
Principal Became or Indirectly, on
Name Employment Director February 6, 1997
L. Palmer Owner, L.P. Brown 1961 600
Brown, III Enterprises
David L. DelBrocco and 1995 228 *
DelBrocco Associates
Certified Public
Accountants
Richard D. Retired, Formerly 1949 900
Harwood Vice-President
Conwood Corporation
Snuff Manufacturers
Charles Grant General Merchandise 1986 1476
Wade ** Manager
Dunn's Supply Store
Sporting Goods Mail
Order
Maury Wade, Investment Adviser 1973 1225
Jr.
* Owned by Mr. DelBrocco as custodian for his daughter, the beneficial
ownership of which is disclaimed by Mr. DelBrocco.
** Denotes an "interested person" of the Fund as defined in the
Investment Company Act of 1940.
None of the directors or officers of the Fund have ever received any
remuneration for services as such since the by-laws provide that officers and
directors shall not be compensated for their services. No remuneration was
paid to any director for other services during the fiscal year except as set
forth under the heading "Investment Adviser".
INVESTMENT ADVISER
__________________
Wade Fund, Inc., has entered into a management contract with Maury Wade,
Jr. doing business as Maury Wade & Company, Suite 2224, 5100 Poplar Avenue,
Memphis, Tennessee, 38137. Mr. Wade, Jr. has acted as the Fund's sole invest-
ment adviser since July 26, 1973, the date of said contract. The terms of the
contract provide that Mr. Wade, Jr. will provide continuous investment
supervision with respect to the Fund's portfolio and will recommend investment
changes from time to time as they appear desirable in light of the Fund's
investment policy. In addition, Mr. Wade, Jr. bears the cost of all office
rent, executive salaries and executive expenses and the cost of all sales or
promotion expenses in connection with the sale of the Fund's stock, whereas the
Fund pays all taxes accruing to it, all legal fees and expenses, accounting and
auditing fees and the cost of compliance with Federal and State laws relating
to the issue and sale of securities. In return for his services, Mr. Wade, Jr.
is paid an annual fee equal to three-fourths of one percent (3/4 of 1%) of the
net value of the investment assets, payable quarterly at the rate of
three-sixteenths of one percent (3/16 of 1%) of the net value of such assets on
the last day of each quarter on which the New York Stock Exchange is open.
The net value of investment assets is the total value
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of all assets less the aggregate of net income and net gain realized but
undistributed for the year in question and all liabilities. Mr. Wade was paid
fees aggregating $3,892.57 for the fiscal year ended December 31, 1994,
$4,315.99 for the fiscal year ended December 31, 1995, and $4,613.15 for the
fiscal year ended December 31, 1996.
The contract with Maury Wade, Jr. was initially authorized by action of
the Board of Directors constituted as set forth hereinafter on July 26, 1973,
and was approved by vote of the majority of the outstanding shares on September
17, 1973. An assignment of the contract will automatically terminate it as of
the date of such assignment. In addition, the contract may be terminated by
the Board of Directors or by vote of the stockholders holding a majority of the
stock of the Fund providing sixty (60) days written notice is given. In the
absence of such termination, and in the absence of thirty (30) days written
notice of intention not to renew given the Fund by the Adviser prior to its
expiration, it continues in effect from year to year provided such continuance
is approved at least annually either (a) by the Board of Directors of the Fund,
including a majority of the directors who are not parties to such contract or
agreement or "interested persons" of any such party, or (b) by a vote of the
majority of the outstanding shares of the Fund and a majority of the directors
who are not parties to such contract or agreement or "interested persons" of
any such party. The contract is presently effective until December 31, 1997,
by the vote of the Board of Directors including a majority composed as above.
Maury Wade & Company is a sole proprietorship owned by Mr. Wade, Jr. and
is engaged in business as an investment adviser registered under the Investment
Advisers Act of 1940. Maury Wade & Company does not act as investment adviser
for any other registered investment company and does not underwrite or
distribute any investment securities (other than as indicated under this
heading in connection with sales and expenses borne with respect to the
shares of Wade Fund, Inc.), Mr. Wade being primarily engaged in business as
investment adviser for private and institutional funds.
PORTFOLIO BROKERAGE
___________________
During the fiscal years ending December 31, 1994, 1995 and 1996 the
Fund's portfolio turnover rate was 0.00%, 0.00% and 0.00% respectively. During
the same fiscal years, the Fund paid brokerage fees aggregating $241.25,
$235.40 and $279.67 respectively on the purchase and sale of portfolio
securities. The selection of brokerage firms with whom to place such
transactions is not based upon any formula, method or criteria other than
the intention of obtaining the best price and execution available and to
pay only such commissions as are reasonable in relation to the value of the
brokerage services rendered. During the fiscal year ended December 31, 1996,
the brokerage firm used was First Tennessee Brokerage, Inc. Other than
brokerage services, no other services were furnished to the Fund or its
adviser by the brokerage firm used. However, any additional services received
from any brokerage firm are those available to all of their customers in the
normal course of business and these result in no expense to the Fund nor to
any reduction in the adviser's expenses. There is no allocation of business
on the basis of such services nor on the basis of any sales efforts of the
Fund's shares on the part of any broker. No weight is given any additional
services rendered in arriving at the value of the brokerage services rendered.
It is the Fund's policy to get the best price and execution and to pay only
such commissions as are reasonable in relation to the value of brokerage
services rendered, and it believes it has always done so in the past.
Although there is no arrangement, understanding or specific intention to
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confine the Fund's brokerage business to any particular firm or firms, it is
intended that the practice set forth hereinabove will be continued and, so long
as it is felt the best prices and execution are being obtained and that the
commissions charged the Fund are reasonable in relation to the value of the
brokerage services rendered, that most, if not all, of such business will be
placed with firms with which the Fund had done business in the past. The
selection of brokers used for portfolio transactions is made by the Fund's
President who also acts as its investment adviser. Portfolio changes are
determined upon by the President subject to the approval of the Board of
Directors. Over-the-counter transactions are placed with the primary market
maker unless it is believed that a better price or execution is obtainable
elsewhere.
INDEPENDENT PUBLIC ACCOUNTANT
_____________________________
During the fiscal year 1996, the firm of Rhea & Ivy acted as independent
public accountant for the Fund. Said firm has been selected to act as such
during 1997 by the unanimous vote of the Board of Directors, and it is desired
that this action be ratified by the stockholders. Therefore, unless specified
otherwise, it is the intention of management to vote all proxies in favor of
such ratification. Should ratification be denied, the Board of Directors would
be required to select another independent public accountant subject to the
later approval of the stockholders. The Fund does not have an Audit Committee.
PROPOSALS OF SECURITY HOLDERS
_____________________________
Proposals of security holders of Wade Fund, Inc. intended to be presented
at the next annual meeting of stockholders (to be held in February, 1998) shall
be received at the office of Wade Fund, Inc., not less than ninety (90) days in
advance of the date of the mailing of Wade Fund, Inc.'s next proxy statement,
which date is estimated to be February 5, 1998. Therefore, any such proposals
should be received by Wade Fund, Inc., no later than November 7, 1997. If the
date of the next annual meeting is changed by more than thirty (30) calendar
days, any such proposals shall be received by Wade Fund, Inc., a reasonable
time before the proxy solicitation is made.
OTHER MATTERS
_____________
The management does not know of any matters other than those referred to
that may come before the meeting. However, if any other matter is properly
presented it is intended that all proxies received will be voted in accordance
with the judgment of the person or persons voting them.
EXPENSE OF SOLICITATION
_______________________
The cost of the solicitation of the enclosed proxy will be borne by Maury
Wade & Company under the terms of the investment advisory contract referred to
hereinabove.
By Order of the Board of Directors
MAURY WADE, JR.
President
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[ATTACHMENT -- PROXY CARD]
WADE FUND, INC
Suite 2224 5100 Poplar Avenue
Memphis, Tennessee 38137
Proxy For Annual Meeting Of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Maury Wade, Jr., and Charles Grant Wade as
Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all shares of
common stock of Wade Fund, Inc. held on record by the undersigned on
February 6, 1997, at the annual meeting of shareholders to be held on
February 28, 1997, or any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) ___ nominees listed below ___
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below:
L. Palmer Brown, III, David L. DelBrocco, Richard D. Harwood,
Charles Grant Wade, Maury Wade, Jr.
2. PROPOSAL TO APPROVE THE APPOINTMENT OF RHEA & IVY as the independent
public accountants for the Corporation
___ FOR ___ AGAINST ___ ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
_________________________________________________________________________
DATED:_________________, 1997
________________________________ _______________________________
Please Mark, Sign, Date and SIGNATURE
Return The Proxy Card Promptly
Using The Enclosed Envelope _______________________________
________________________________ SIGNATURE IF HELD JOINTLY
