Schedule 14A Information required in proxy statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or Section 240.14a-12
Beacon Hill Mutual Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Joanne Doldo
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check appropriate box:
[x] $125 per Exchange Act Rule 20a-1(c)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(j) (3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(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:
- --------------------------------------------------------------------------------
4. Proposed maximum value of transaction
<PAGE>
Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] 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:
- --------------------------------------------------------------------------------
<PAGE>
PRELIMINARY PROXY SOLICITING MATERIALS
FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
BEACON HILL MUTUAL FUND, INC.
75 Federal Street
Boston, Massachusetts 02110-1904
(617) 482-0795
August 15, 1996
Dear Shareholder:
At a meeting of the Board of Directors held on April 16, 1996, the
Directors unanimously approved a Plan of Liquidation for Beacon Hill Mutual
Fund, Inc. After considering other alternatives, the Board of Directors
concluded that a complete liquidation is in the best interests of the Fund and
its shareholders. The enclosed Notice of a Special Meeting of Shareholders and
Proxy Statement describe these matters in detail and establish a Special Meeting
of the shareholders to obtain your approval.
We currently have approximately $___ million of net assets in the Fund.
We have concluded that the continued operation of the Fund at this size is not
economically feasible and the Board of Directors believes it is not in your best
interest as shareholders. In spite of our efforts to sell shares of the Fund,
the Fund concluded, and the Directors agreed, that marketing efforts under the
current circumstances would not increase the Fund's size sufficiently to make
its continued operation practicable.
I strongly urge you to approve this Plan of Liquidation at this time.
Subject to your approval, shareholders remaining in the Fund will receive a cash
distribution at the end of the Liquidation Period as described in the Proxy
Statement.
IF YOU DO NOT APPROVE THIS PROPOSAL, THE FUND WILL CONTINUE TO INCUR
ADDITIONAL EXPENSES WHICH MAY AFFECT ITS NET ASSET VALUE.
After reading the enclosed material, please complete, sign and return
the proxy card so that your shares will be represented and so that the Fund can
avoid the expense of additional mailings. If you decide to attend the meeting,
you may revoke your proxy at any time and vote your shares in person. YOUR VOTE
IS EXTREMELY IMPORTANT.
If you want additional information concerning this proposal, please
call us at 1-617-482-0795.
Thank you for your understanding and your help.
Sincerely,
Bernard Zimmerman, President
<PAGE>
PRELIMINARY PROXY SOLICITING MATERIALS
FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
BEACON HILL MUTUAL FUND, INC.
75 Federal Street
Boston, Massachusetts 02110-1904
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, OCTOBER 1, 1996
A Special Meeting (the "Special Meeting") of shareholders of BEACON HILL MUTUAL
FUND, INC. (the "Fund"), will be held on Tuesday, October 1, 1996 at 11:00 a.m.
(Eastern time) at the offices of Peabody & Brown, 101 Federal Street, Boston,
Massachusetts 02110-1904. The following proposals will be acted upon at that
time:
1. To approve the liquidation of the assets and dissolution of
the Fund pursuant to the provisions of a Plan of Liquidation
approved by the Fund's Board of Directors; and
2. To transact such other business as may properly come before
the meeting or any adjournments thereof.
Shareholders of record at the close of business on August 5, 1996 are
entitled to notice of and to vote at the Special Meeting or any adjournments
thereof.
By Order of the Board of Directors
Carl Frischling
Clerk
August 15, 1996
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO
ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO
THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
PRELIMINARY PROXY SOLICITING MATERIALS
FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
BEACON HILL MUTUAL FUND, INC.
75 Federal Street
Boston, Massachusetts 02110-1904
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Directors") of Beacon Hill Mutual
Fund, Inc. (the "Fund"). Proxies will be voted at the special meeting of
shareholders to be held on Tuesday, October 1, 1996 and at any adjournments
thereof (the "Special Meeting").
This Proxy Statement describes matters to be voted on at the Special
Meeting. The solicitation is made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about August 15, 1996. The
expenses in connection with preparing this Proxy Statement and all solicitations
will be borne by the Fund to the extent permitted by applicable law.
A copy of the Fund's most recent Annual Report for the fiscal year
ended June 30, 1995, which includes audited financial statements has heretofore
been mailed to each of the shareholders of the Fund. The Fund, however, will
furnish without charge a copy of that Annual Report to any shareholders who
request it by calling 1-617-482-0795. This report does not form any part of the
proxy solicitation material.
A majority of the outstanding shares of the Fund (a "quorum") must be
present (in person or by proxy) in order to conduct business at the Special
Meeting. The vote of shareholders holding two-thirds of the outstanding voting
securities of the Fund is required for approval of the liquidation of the assets
and dissolution of the Fund pursuant to the provisions of the Plan of
Liquidation (Exhibit A).
Shareholders of record at the close of business on August 5, 1996 (the
"Record Date") are entitled to vote at the Special Meeting. As of the Record
Date, there were ______ shares of the Fund's common stock outstanding (the
"Shares"). As of that date, [insert 5% beneficial owners].
Shareholders are entitled to one vote for each full Share and a
proportionate vote for each fractional Share held as of the Record Date. The
proxies named on the enclosed proxy card will vote in accordance with the
shareholder's direction as indicated on the proxy card if it is properly
executed. IF YOU GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED IN FAVOR
OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.
<PAGE>
If a quorum is not present at the Special Meeting, or if a quorum is
present but sufficient votes to approve the Plan of Liquidation are not
received, the persons named as proxies may propose one or more adjournments of
the Special Meeting to permit further solicitation of proxies. In determining
whether to adjourn the Special Meeting, the following factors may be considered:
the nature of the proposal that is the subject of the Special Meeting, the
percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those Shares
represented at the Special Meeting in person or by proxy. The persons named as
proxies will vote for or against an adjournment based on their determination of
what is in the best interests of the shareholders, taking into consideration the
factors discussed above. A shareholder vote may be taken for the Fund on one or
more of the proposals in this Proxy Statement prior to any adjournment if
sufficient votes have been received for approval.
If a proxy represents a broker "non-vote" (that is, a proxy from a
broker or nominee indicating that such person has not received instructions from
the beneficial owner or other person entitled to vote shares of the Fund on a
particular matter with respect to which the broker or nominee does have
discretionary power) or is marked with an abstention (collectively,
"abstentions"), the Fund's Shares represented thereby will be considered to be
present at the meeting for purposes of determining the existence of a quorum for
the transaction of business. Abstentions, however, will have the effect of a
"no" vote for the purpose of obtaining requisite approval for Proposal 1 and any
other proposal that may come before the Special Meeting.
Proxy solicitations will be made primarily by mail, but may also be
made by telephone, telegraph, facsimile or personal interview conducted by
certain officers or employees of the Fund or, if necessary, a commercial firm
retained for this purpose.
The duly appointed proxies or authorized persons may, at their
discretion, vote upon such other matters as may properly come before the Special
Meeting. Shareholders may revoke their proxies by executing another proxy, by
giving written notice of such revocation to the Fund, or by attending the
Special Meeting and voting in person.
- 2 -
<PAGE>
PROPOSAL 1
----------
PROPOSAL TO LIQUIDATE THE ASSETS
AND DISSOLVE THE FUND PURSUANT
TO THE PROVISIONS OF THE PLAN
OF LIQUIDATION
--------------
THE LIQUIDATION IN GENERAL
The Fund proposes to liquidate the assets and dissolve the Fund
pursuant to the provisions of a Plan of Liquidation (the "Plan") as approved by
the Fund's Board of Directors at a meeting held on April 16, 1996. The Plan
provides for the complete liquidation of all of the assets of the Fund. At the
April 16, 1996 board meeting, the Directors determined that (i) in order to
anticipate and meet redemption requests by shareholders prior to the Special
Meeting, and (ii) to decrease the probability of having to sell portfolio
securities at unfavorable prices, Beacon Hill Management, Inc. (the "Advisor")
may begin to liquidate the Fund's assets as it deems appropriate and in the best
interests of the shareholders of the Fund. If the Plan is approved, the Advisor
will undertake to liquidate the remainder of the Fund's assets at market prices
and on such terms and conditions as the Advisor shall determine to be reasonable
and in the best interests of the Fund and its shareholders. In the event the
Plan is not adopted, the Directors will consider what action, if any, should be
taken, including the indefinite suspension of future sales of Fund shares. A
copy of the Plan is attached to this Proxy Statement as Exhibit A.
REASONS FOR THE LIQUIDATION
The Fund is an open-end management investment company organized as a
Massachusetts corporation on July 10, 1964. The Fund first offered Shares on
December 2, 1964. At a meeting held on April 16, 1996, the Fund's Board of
Directors, including all of the Directors who are not "interested persons" of
the Fund (as that term is defined in the 1940 Act), unanimously adopted a
resolution declaring the proposed liquidation and dissolution of the Fund
advisable and directed that it be submitted to the shareholders for
consideration. Several factors, including those described below, influenced the
Directors' determination that the Fund be liquidated and terminated.
Prior to the April 16, 1996 board meeting, the Directors had been
advised by the Advisor that the continued operation of the Fund at its current
size was not economically feasible for the shareholders. At the April 16, 1996
board meeting, the Advisor stated that it had reviewed the following possible
alternatives for the Fund: (i) continuation of the Fund with increased efforts
to sell additional Shares of the Fund thereby increasing the Fund's assets; (ii)
the merger or sale of the Fund into a similar investment company; (iii) gradual
liquidation of the Fund; and (iv) a prompt liquidation of the Fund. The Advisor
reported to the Directors that it had considered the viability of each
alternative and had concluded that a prompt liquidation of the Fund was the only
viable alternative consistent with the best interests of the shareholders of the
Fund at this time even though liquidation of the Fund would be a taxable
transaction for shareholders. SEE "FEDERAL INCOME TAX CONSEQUENCES"
- 3 -
<PAGE>
INCLUDING A DISCUSSION OF CERTAIN TAX-DEFERRED ACCOUNTS BELOW. The Advisor was
not confident that any marketing efforts under current circumstances would
increase the Fund's size sufficiently to continue its operations. The Advisor
reported that it found the merger or sale of the Fund into a similar investment
company not to be a realistic alternative due to the relatively small amount of
assets under management in the Fund and the fact that the Advisor could not
assure any potential merging or acquiring fund that the Fund's assets would
remain in the Fund.
The Advisor requested that the Board of Directors consider the
liquidation of the Fund pursuant to the Plan. Based upon the Advisor's
presentation and recommendation, the Board of Directors concluded that a
liquidation of the Fund under the Plan is in the best interests of the Fund and
its shareholders. Upon the liquidation, shareholders will receive a taxable cash
distribution. See "Federal Income Tax Consequences" below.
PLAN OF LIQUIDATION OF THE FUND
The Plan provides for the complete liquidation of all of the assets of
the Fund. If the Plan is approved, the Advisor will undertake to liquidate the
remainder of the Fund's assets at market prices and on such terms and conditions
as the Advisor shall determine to be reasonable and in the best interests of the
Fund and its shareholders. In no event will any of the portfolio securities
owned by the Fund be sold at a price which is less than the best price available
in the public market at the time of sale.
LIQUIDATION VALUE
Subject to the approval of the Plan, the Fund's shareholders will each
receive a distribution in an amount equal to the net asset value per share, as
determined in accordance with the Fund's current Prospectus, as soon as
practicable after the consummation of the sale of all of the Fund's portfolio
securities and the payment of or accrual for all of the Fund's known liabilities
and obligations (a "Liquidation Distribution"). The Fund shall pay, discharge,
or otherwise provide for the discharge of any and all liabilities prior to the
Liquidation Date. However, if the Fund is unable to discharge all its
liabilities prior to the Liquidation Date as defined in paragraph 6 of the Plan,
it may retain cash or cash equivalents in an amount believed necessary to
discharge such liabilities. Unpaid liabilities may include income dividends and
capital gain distributions.
None of the shareholders of the Fund will be entitled to exercise any
dissenter's rights or appraisal rights with respect to the liquidation or
dissolution of the Fund. Shareholders will receive the per share net asset value
at the Liquidation Date.
LIQUIDATION DISTRIBUTIONS
At present, the date or dates on which the Fund will pay Liquidation
Distributions to its shareholders and on which the Fund will be liquidated are
not known to the Fund, but it is anticipated that if shareholders adopt the
Plan, the liquidation would occur on or prior to
- 4 -
<PAGE>
October 31, 1996. Shareholders will receive their respective Liquidation
Distributions without any further action on their part.
THE RIGHT OF A SHAREHOLDER TO REDEEM HIS OR HER SHARES OF THE FUND AT
ANY TIME HAS NOT BEEN IMPAIRED AND WILL NOT BE IMPAIRED BY THE ADOPTION OF THE
PLAN. THEREFORE, A SHAREHOLDER MAY REDEEM SHARES IN ACCORDANCE WITH REDEMPTION
PROCEDURES SET FORTH IN THE FUND'S CURRENT PROSPECTUS WITHOUT THE NECESSITY OF
WAITING FOR THE FUND TO TAKE ANY ACTION.
FEDERAL INCOME TAX CONSEQUENCES
The Fund will not incur any federal income tax liability as a result of
the liquidation.
For federal income tax purposes, a shareholder's receipt of the
Liquidation Distribution will be a taxable event and will be treated as a sale
of the shareholder's Shares in exchange for the Liquidation Distribution. Each
shareholder will recognize gain or loss in an amount equal to the difference
between the Liquidation Distribution he or she receives and the adjusted tax
basis of his or her Shares. Assuming the shareholder holds his or her Shares as
a capital asset, the gain or loss generally will be treated as a capital gain or
loss. If the Shares have been held for more than one year the gain or loss will
constitute a long-term capital gain or loss; otherwise, the gain or loss will
constitute a short-term capital gain or loss. Shareholders will be notified of
their respective shares of ordinary and capital gain dividends for the Fund's
final fiscal year in normal tax-reporting fashion; amounts included in income as
dividends will increase the shareholders' adjusted bases in their shares for
purposes of computing their gain or loss on the receipt of the Liquidation
Distribution.
The receipt of a Liquidation Distribution by an Individual Retirement
Account Plan ("IRA") which holds shares would generally not be viewed as a
taxable event to the beneficiary; however, some IRAs which hold shares may have
been established with custodians who do not possess the power to reinvest the
Liquidation Distribution, but instead must immediately distribute such amounts
to the IRA beneficiary. In this situation, the amount received by the
beneficiary will constitute a taxable distribution; and if the beneficiary has
not attained 59 1/2 year of age, such distribution will generally constitute a
premature distribution subject to a 10% penalty tax. This penalty tax is in
addition to the beneficiary's regular income tax. Beneficiaries who receive a
distribution from their IRAs on account of the liquidation may be able to avoid
the above-described taxes and characterize the receipt of the liquidation
distribution as a tax-free distribution if, within 60 days of receipt of the
Liquidation Distribution, it is "rolled over" into a new IRA or into an
otherwise eligible retirement plan and the shareholder has not engaged in a
rollover from this IRA to another IRA or otherwise eligible retirement plan
during the one year period ending on the day of receipt of the Liquidation
Distribution. Such a rollover will not generate a deduction for the current
year; however distributions are subject to mandatory withholding of 20% on
distributions from qualified retirement plans that are eligible for rollover but
are not directly transferred from the distributing plan to an eligible
transferee plan. IRA shareholders who do not wish to roll over their Liquidation
Distribution, or who have received a partial rollover of their IRAs during the
one-year period ending on the day of receipt of the distribution, may contact
the Fund's custodian to make other arrangements for
- 5 -
<PAGE>
the transfer of their IRAs. Tax results will vary depending upon the status of
each beneficiary, and therefore beneficiaries who receive distributions from an
IRA on account of the liquidation of the Fund must consult with their own tax
advisers regarding their personal tax results in this matter.
The information above is only a summary of some of the federal income
tax consequences generally affecting the Fund and its individual U.S.
shareholders resulting from the liquidation of the Fund. This summary does not
address the particular federal income tax consequences applicable to
shareholders other than U.S. individuals nor does it address state or local tax
consequences. The tax consequences of the liquidation may affect shareholders
differently depending upon their particular tax situations, and, accordingly,
this summary is not a substitute for careful tax planning on an individual
basis.
SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS TO DETERMINE THE FEDERAL, STATE,
AND OTHER INCOME TAX CONSEQUENCES OF RECEIVING THE LIQUIDATION DISTRIBUTION WITH
RESPECT TO THEIR PARTICULAR TAX CIRCUMSTANCES.
CONCLUSION
THE DIRECTORS RECOMMEND VOTING FOR THE ABOVE PROPOSAL. IN THE EVENT THE
PLAN IS NOT ADOPTED, THE DIRECTORS WILL CONSIDER WHAT ACTION, IF ANY, SHOULD BE
TAKEN.
OTHER BUSINESS
The Fund's management knows of no other business to be presented at the
Special Meeting other than the matters set forth in this Proxy Statement. If any
other business properly comes before the Special Meeting, the proxies will
exercise their best judgment in deciding how to vote on such matters.
SHAREHOLDER PROPOSALS
The current Articles of Incorporation and By-Laws of the Fund provide
that the Fund must hold annual shareholder meetings. Proposals that shareholders
of the Fund intend to present for inclusion in the proxy materials with respect
to an annual meeting of shareholders must be received by the Fund within a
reasonable period of time before the solicitation is made. A shareholder
proposal intended to be presented at any meeting hereafter called should be sent
to the Fund at 75 Federal Street, Boston, Massachusetts 02110-1904. The
submission by a shareholder of a proposal for inclusion in a proxy statement
does not guarantee that it will be included. Shareholder proposals are subject
to certain regulations under federal securities laws.
PLEASE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
SELFADDRESSED POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR
TO THE
- 6 -
<PAGE>
SPECIAL MEETING BY WRITTEN NOTICE TO THE FUND OR BY SUBMITTING A PROXY CARD
BEARING A LATER DATE.
August 15, 1996
BY ORDER OF THE BOARD OF DIRECTORS OF
BEACON HILL MUTUAL FUND, INC.
Carl Frischling, Clerk
- 7 -
<PAGE>
BEACON HILL MUTUAL FUND, INC.
SPECIAL MEETING OF SHAREHOLDERS -- OCTOBER 1, 1996
Please refer to the Proxy Statement for a discussion of these matters. THE
UNDERSIGNED HOLDER(S) OF SHARES OF STOCK OF THE BEACON HILL MUTUAL FUND, INC.
HEREBY CONSTITUTES AND APPOINTS BERNARD ZIMMERMAN AND CARL FRISCHLING, OR EITHER
OF THEM, THE ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH FULL POWER OF
SUBSTITUTION, TO VOTE THE SHARES LISTED BELOW AS DIRECTED, AND HEREBY REVOKES
ANY PRIOR PROXIES. To vote, mark an X in blue or black ink on the proxy card
below. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BEACON
HILL MUTUAL FUND, INC.
- -----Detach card at perforation and mail in postage paid envelope provided------
1. Vote on Proposal to approve a Plan of Liquidation with
respect to the Beacon Hill Mutual Fund, Inc.
FOR AGAINST ABSTAIN
| | | | | |
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE>
- -----Detach card at perforation and mail in postage paid envelope provided------
BEACON HILL MUTUAL FUND, INC.
PROXY
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR APPROVAL OF EACH PROPOSAL.
Please sign exactly as name
appears on this card. When account
is joint tenants, all should sign.
When signing as administrator,
trustee or guardian, please give
title. If a corporation or
partnership, sign in entity's name
and by authorized person.
x_________________________________
x_________________________________
Dated:______________________, 1996
<PAGE>
EXHIBIT A
<PAGE>
PLAN OF LIQUIDATION
THIS PLAN OF LIQUIDATION (the "Plan") is adopted by Beacon Hill Mutual Fund,
Inc., a Massachusetts corporation (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, this Plan is intended to be and is adopted as a plan of liquidation of
the Fund, on the terms and conditions set forth below; and
WHEREAS, the Board of Directors of the Fund, including a majority of the
directors who are not interested persons (as defined by the 1940 Act), has
determined that this Plan is in the best interests of the shareholders of the
Fund.
NOW THEREFORE, the Board of Directors of the Fund hereby adopts the following:
1. CONDITIONS PRECEDENT. This Plan is approved subject to the following
conditions:
a. The Plan shall be approved by two-thirds of the holders of the
outstanding voting securities of the Fund at a special meeting
of the shareholders called for the purpose of approving the
Plan.
b. A Proxy Statement describing the Plan and the proposed
liquidation shall be prepared and submitted to the Securities
and Exchange Commission and when authorized by such regulator,
shall be delivered to each shareholder of record of the Fund
for the purpose of soliciting proxies for the approval of the
Plan.
c. All necessary approvals and authorizations from the Securities
and Exchange Commission, or any other regulatory authority
having jurisdiction over the transactions contemplated by the
Plan shall be obtained.
d. At or immediately prior to the Liquidation Date (as defined in
paragraph 6), the Fund shall, if necessary, have declared and
paid a dividend or dividends which, together with all previous
such dividends, shall have the effect of distributing to the
shareholders of the Fund all of the Fund's investment company
taxable income for taxable years ending at or prior to the
Liquidation Date (computed without regard to any deduction for
dividends paid) and all of its net capital gain, if any,
realized in taxable years ending at or prior to the
Liquidation Date (after reduction for any capital loss
carry-forward).
A 1
<PAGE>
2. TERMINATION OF BUSINESS OPERATIONS. On the date on which the
shareholders approve the Plan (the "Effective Date"), the Fund shall
cease to conduct business except as is required to carry out the terms
of the Plan and to accept redemption requests.
3. NOTICE OF LIQUIDATION. As soon as practicable after the Effective Date,
the Fund shall mail notice to all its creditors and employees that the
Plan has been approved by the Board of Directors and the Shareholders
and that it will be liquidating its assets. Such notice will comply
with the requirements of any state laws mandating notice of liquidation
such as that contemplated by the Plan.
4. SALE OR DISTRIBUTION OF ASSETS. As soon as practicable after the
Effective Date, but in no event later than October 31, 1996 (the
"Liquidation Period"), the Fund shall have the authority to engage in
such transactions as may be appropriate to its dissolution and
liquidation, including, without limitation, the consummation of the
transactions described in the Proxy Statement
5. LIABILITIES. During the Liquidation Period, the Fund shall pay,
discharge, or otherwise provide for the payment or discharge of, any
and all liabilities and obligations of the Fund. If the Fund is unable
to pay, discharge or otherwise provide for any liabilities of the Fund
during the Liquidation Period, the Fund may however, retain cash, or
cash equivalents in an amount which it estimates is necessary to
discharge any unpaid liabilities of the Fund on the Fund's books as of
the Liquidation Date (as defined in paragraph 6). Any liabilities that
arise after the Liquidation Date will be paid by Beacon Hill
Management, Inc. (the "Advisor") or appropriate parties. Unpaid
liabilities may include but not be limited to, income dividends and
capital gains distributions, if any, payable for the period prior to
the Liquidation Date.
6. DISTRIBUTION TO SHAREHOLDERS. Upon termination of the Liquidation
Period (the "Liquidation Date"), the Fund shall distribute pro rata to
its Shareholders of record as of the close of business on the
Liquidation Date all of the remaining assets of the Fund, except those
reserved as authorized by Paragraph 5 of this Plan, in complete
cancellation and redemption of all the outstanding shares of common
stock of the Fund.
7. AMENDMENT OR TERMINATION. This Plan and the transactions contemplated
hereby may be terminated and abandoned by resolution of the Board of
Directors of the Fund, at any time prior to the Liquidation Date, if
circumstances should develop that, in the opinion of the Board, in its
sole discretion, make proceeding with this Plan inadvisable for the
Fund. The Board of Directors may modify or amend this Plan at any time
without shareholder approval if it determines that such action would be
advisable and in the best interests of the Fund and the Shareholders.
However, if the Board determines that any such amendment or
modification will materially and adversely affect the interests of the
shareholders, such an amendment or modification will not be adopted
unless approved by the Shareholders.
A 2
<PAGE>
8. FILINGS. As soon as practicable after the Liquidation Date, the Fund
shall file such instruments of dissolution, Articles of Amendment,
Articles Supplementary or other documents, as are necessary to effect
the dissolution of the Fund in accordance with the requirements of the
Articles of Incorporation of the Fund, the Massachusetts Business
Corporation Law, the Internal Revenue Code of 1986, as amended, any
applicable securities laws, and any rules and regulations of the
Securities and Exchange Commission or any state securities commission,
including, without limitation, withdrawing any qualification to conduct
business in any state in which the Fund is so qualified, as well as the
preparation and filing of any tax returns.
9. POWERS OF BOARD AND OFFICERS. The Board and the officers of the Fund
are authorized to approve such changes to the terms of any of the
transactions referred to herein, to interpret any of the provisions of
this Plan, and to make, execute and deliver such other agreements,
conveyances, assignments, transfers, certificates and other documents
and take such other action as the Board and the officers of the Fund
deem necessary or desirable to carry out the terms of this Plan and to
complete the liquidation of the assets of the Fund in accordance with
this Plan and any applicable laws, rules or regulations.
10. EXPENSES. The expenses of carrying out the terms of this Plan shall be
borne by the Fund, whether or not the liquidation contemplated by the
Plan is effected.
11. FURTHER ASSURANCES. The Fund shall take such further action, prior to,
at, and after the Liquidation Date, as may be necessary or desirable
and proper to consummate the transactions contemplated by this Plan.
12. GOVERNING LAW. This Plan shall be governed and construed in accordance
with the laws of Massachusetts.
IN WITNESS WHEREOF, the Board of Directors of the Fund has caused this Plan to
be executed by their duly authorized representatives as of this ____ day of
_________, 1996.
BEACON HILL MUTUAL FUND, INC.
By: /s/ Bernard Zimmerman
---------------------
President
A - 3
