WADE FUND, INC.
Suite 2224, 5100 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., (the "Fund") will be held in Suite 2224, 5100 Poplar Avenue,
Memphis, Tennessee, on Friday, February 26, 1999, at 11:00 a.m., Central
Standard Time, for the following purposes:
1. 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 1999.
3. To amend the Fund's Fundamental Policies, set forth in the Fund's By-Laws, as
required by the Securities and Exchange Commission to include the following:
"The Corporation may not invest in the securities of other investment companies,
other than money market funds."
4. To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on February 5, 1999, will
be entitled to vote at such meeting.
Date: February 5, 1999 Maury Wade, Jr.
President
IT IS IMORTANT 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.
- ------------------------------------------------------------
<PAGE>
February 5, 1999
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 26, 1999, 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 12, 1999.
VOTING SECURITIES
-----------------
The Fund has one class of stock, Common Stock, of which 18,659 shares are
outstanding at the date of this solicitation. All stockholders of record at the
close of business on February 5, 1999, 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, Estate of 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, because 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.
<PAGE>
Shares Owned Bene-
Year First ficially, Directly
Principal Became or Indirectly, on
Name Employment Director February 5, 1999
L. Palmer Owner, L.P. Brown 1961 600
Brown, III Enterprises
David L. DelBrocco and Associates 1995 261 *
DelBrocco Certified Public Accountants
Richard D. Retired, Formerly 1949 900
Harwood Vice-President Conwood
Corporation Snuff
Manufacturers
Charles Grant United Air Force 1986 1476
Wade ** Retired
Maury Wade, Investment Adviser 1973 1527
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.
<PAGE>
None of the directors or officers of the Fund have ever received any
remuneration for services as such because 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
investment 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 sales or
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 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 $4,613.15 for the fiscal year
ended December 31, 1996, $5,300.47 for the fiscal year ended December 31, 1997,
and $5,300.13 for the fiscal year ended December 31, 1998.
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. As 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 Mr. Wade 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, 1999, 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, 1996, 1997 and 1998 the Fund's
portfolio turnover rate was 0.00%, 4.43% and 0.00% respectively. During the
same fiscal years, the Fund paid brokerage fees aggregating $279.67, $511.27 and
$19.19 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
reasonable prices and execution 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, 1998, the brokerage firms used were Robinson
Humphrey and Merrill Lynch. Other than brokerage services, no other services
were furnished to the Fund or its adviser by the brokerage firms used. However,
any additional services received from any brokerage firm are those available to
all of
<PAGE>
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 obtain reasonable prices 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 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 that reasonable 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 place with the primary market
maker unless it is believed that a better price or execution is obtainable
elsewhere.
FUNDAMENTAL POLICIES OF THE FUND
--------------------------------
The Fundamental Policies of the Fund set forth in the Fund's By-Laws
include the provision in Article II, Section 3 (d) as follows: "The Corporation
may not invest in the securities of other investment companies". Because the
Securities and Exchange Commission considers money market funds to be investment
companies, it is proposed that said Section of the By-Laws be amended to read:
"The Corporation may not invest in the securities of other investment companies,
other than money market funds". Therefore, unless specified otherwise, it is
the intention of management to vote all proxies in favor of such amendment.
INDEPENDENT PUBLIC ACCOUNTANT
-----------------------------
During the fiscal year 1998, the firm of Rhea & Ivy acted as independent
public accountant for the Fund. Said firm has been selected to act as such
during 1999 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, 2000) 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 4, 2000. Therefore, any such proposals
should be received by Wade Fund, Inc., no later than November 6, 1999. 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 matter 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
<PAGE>
[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 5, 1999, at the
annual meeting of shareholders to be held on February 26, 1999, or any
adjournment thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) ______ 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 Fund
_____FOR ____AGAINST ____ABSTAIN
3. PROPOSAL TO AMEND FUND'S FUNDAMENTAL POLICIES SET FORTH IN THE FUND'S
BY-LAWS
_____FOR ____AGAINST ____ABSTAIN
4. 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, 2 and 3.
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:____________________, 1999
___________________________________ _________________________________
Please Mark, Sign, Date and SIGNATURE
Return This Proxy Card Promptly
Using The Enclosed Envelope _________________________________
SIGNATURE IF HELD JOINTLY
____________________________________
