ALTERMAN INVESTMENT FUND, INC.
1218 WEST PACES FERRY ROAD, N.W.
SUITE 104
ATLANTA, GEORGIA 30327
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 13, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Alterman Investment Fund, Inc., a Delaware
corporation (the "Company"), will be held August 13, 1996, at
11:00 a.m., at the principal offices of the Company at 1218 West
Paces Ferry Road, N.W., Suite 104, Atlanta, Georgia 30327, for
the following purposes:
A. Election of five (5) directors to hold office until the
next annual meeting of stockholders and until their successors
shall be elected and shall qualify, as shown in the enclosed
Proxy Statement.
B. To ratify or reject the selection by the Board of
Directors of Birnbrey, Minsk & Minsk as auditors of the Company
for fiscal 1997.
C. The transaction of such other business as may properly
come before the meeting or any adjournment thereof.
Only Common Stockholders of record on the books of the
Company at the close of business on July 3, 1996, will be
entitled to vote at the meeting.
We hope you will be able to attend the meeting in person,
but if you cannot be present, it is important that you complete,
sign, and promptly return the enclosed proxy in order that your
vote may be cast at the meeting.
MAX ALTERMAN
PRESIDENT
DATED: July 10, 1996
Enclosures:
A copy of the Annual Report of Alterman Investment Fund,
Inc. for the fiscal year ended April 30, 1996, containing
financial statements, is enclosed herewith.
ALTERMAN INVESTMENT FUND, INC.
1218 WEST PACES FERRY ROAD, N.W.
SUITE 104
ATLANTA, GEORGIA 30327
1996 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
The following information is furnished in connection with
the solicitation of proxies for the 1996 Annual Meeting of
Stockholders of Alterman Investment Fund, Inc. (hereinafter
called the "Company").
A form of proxy for use at the meeting is enclosed. Any
stockholder who executes and delivers a proxy has the right to
revoke the same at any time before it is voted. The solicitation
of proxies is made by and on behalf of the management of the
Company.
The cost of solicitation of proxies will be borne by the
Company. The Company will authorize banks, brokerage houses and
other custodians, nominees or fiduciaries to forward copies of
proxy material to the beneficial owners of shares or to request
authority for the execution of the proxies and will reimburse
such banks, brokerage houses and other custodians, nominees or
fiduciaries for their out-of-pocket expenses incurred in
connection therewith. This Proxy Statement and form of proxy
were first mailed to stockholders on or about July 10, 1996.
As of July 3, 1996, the record date, there were outstanding
787,769 shares of the Company's Common Stock, $2.50 par value.
The holders of Common Stock vote as a single class and are
entitled to one vote per share, noncumulative.
The following table sets forth certain information
concerning each person known to the Company to be a beneficial
owner of more than five (5%) percent of the outstanding shares of
Common Stock of the Company as of July 3, 1996.
Amount
Name and Address Beneficial Percent
of Beneficial Owner Ownership (a)(b) of Class
Rosalie Alterman 150,335 19.1%
1218 W. Paces Ferry Rd., N.W.
Atlanta, GA 30327
Sam P. Alterman 129,084 16.4%
1218 W. Paces Ferry Rd., N.W.
Atlanta, GA 30327
Estate of David Alterman 50,533 6.4%
1218 W. Paces Ferry Rd., N.W.
Atlanta, GA 30327
Malcolm Alterman 85,774 10.9%
1218 W. Paces Ferry Rd., N.W.
Atlanta, GA 30327
Paul Alterman 90,257 11.5%
1218 W. Paces Ferry Rd., N.W.
Atlanta, GA 30327
Paula A. Kaplan 92,305 11.7%
2746 Ridgewood Road, N.W.
Atlanta, GA 30327
Joanne A. Singer 82,525 10.5%
2793 Ridge Valley Road, N.W.
Atlanta, GA 30327
(a) Includes the beneficial ownership of shares of Common Stock
held by the named individuals and their spouses or widow
individually or as custodian or trustee as follows: Sam P.
Alterman - 1,890 shares by wife, 69,402 shares held by
Alterman Real Estate, Ltd., a Georgia limited partnership of
which Sam P. Alterman and his son are the sole general
partners and his wife is the sole limited partner and 40,000
shares held by the Sam P. Alterman Family Foundation, Inc.,
a non-profit corporation of which Sam P. Alterman and his
wife are two of five trustees; Estate of David Alterman -
1105 shares by widow and 49,428 shares held under two
marital trusts under the will of David Alterman, in the
amount of 11,894 shares and 37,534 shares, respectively;
Malcolm Alterman - includes 899 shares held by the trust
under the will of the deceased wife of Malcolm Alterman and
19,280 shares held as co-trustee of three trusts established
under the will of Esther Alterman; Paula A. Kaplan - 12,300
held by her husband, and 19,280 shares held as co-trustee of
three trusts established under the will of Esther Alterman;
and Joanne A. Singer -1,120 shares held by husband and
19,280 shares held as co-trustee of three trusts established
under the will of Esther Alterman.
(b) Approximately 96,000 shares which are not included in the
table are beneficially owned by the emancipated children and
grandchildren of the named individuals. Each of the named
individuals disclaims the beneficial ownership of the shares
held by their descendants and the wives of their
descendants.
As stated in the Notice of Annual Meeting of Stockholders,
attached hereto, only holders of Common Stock of record on the
close of business on July 3, 1996 will be entitled to notice of
and to vote at the meeting or any adjournment thereof. The stock
transfer book will not be closed.
ELECTION OF DIRECTORS
Five directors are to be elected. The proxyholders intend
to vote for the five persons named below as directors for a one-
year term of office.
Management recommends that the five nominees named below be
elected to the Board of Directors for one-year terms of office.
The five nominees have consented to being named in the proxy
statement and to serve if elected. Unless otherwise directed in
the proxy form, the proxyholders intend to vote in favor of
electing the five nominees as directors for one-year terms of
office and until their respective successors are elected and
shall qualify.
Although management does not contemplate the possibility, in
the event any nominee is not a candidate or is unable to serve as
a director at the time of the election, the proxies will be voted
for any nominee who shall be designated by the present Board of
Directors to fill such vacancy.
The current members of the Board of Directors, who own of
record and beneficially approximately 24% of the voting
securities of the Company, have informed the Company that they
intend to vote for the election of the five nominees named below.
The name and age of each nominee, the term of office for
which he is proposed to be elected, his principal occupation, the
period during which he has served as a director, the number of
shares of Company Common Stock beneficially owned directly or
indirectly by each nominee as of the close of business on July 3,
1996, and the percentage of outstanding shares of the Company's
Common Stock such ownership represented at July 3, 1996
(according to information received by the Company) are as set out
below.
Shares of
Common
Stock
Bene-
ficially
Owned Percent
as of of Out-
Principal Director Term July 3, standing
Name Occupation Age Since Expires 1995(1) Shares
Malcolm Alterman* Managing 65 1986 1996 85,774(2) 10.9
General
Partner,
Alterman
Properties,
Ltd.
Perry Alterman* General 59 1991 1996 15,900(2) 2.0(2)
Manager,
Cumberland
Real Estate
(family real
estate
holdings)
Paul Alterman* Managing 49 1994 1996 90,257(2) 11.5(2)
General
Partner
Alterman
Real
Estate,
Ltd.
Alfred E. Garber Retired 85 1980 1996 NONE 0
Joel J. Fryer Judge, 67 1980 1996 NONE 0
Court of
Fulton
County,
Georgia
All Officers and Directors as 224,888(2) 28.5(2)
a Group (7 persons)
* The named individual is an "interested person" as defined in
the Investment Company Act of 1940 due to such person's
holdings of Company Common Stock and/or position as an
officer of the Company.
(1) Includes the beneficial ownership of shares of Common Stock
held by the named individuals and their wives individually
or as custodian for their minor children as follows: 1,300
shares held by Perry Alterm an as custodian for minor
children; 9,567 shares held by Paul Alterman as custodian
for minor children. Includes 6,500 shares held by Perry
Alterman as custodian for a sibling. Includes 899 shares
held by the trust under the will of the deceased wife of
Malcolm Alterman and 19,280 shares held as co-trustee of
three trusts established under the will of Esther Alterman.
As to Paul Alterman, includes 69,402 shares held by Alterman
Real Estate, Ltd., of which Paul Alterman is one of two
general partners.
(2) Approximately 183,000 shares which are not included in the
table are beneficially owned by the emancipated children and
grandchildren (other than Malcolm Alterman, Perry Alterman,
Paul Alterman and their respective children) and uncles of
Malcolm Alterman, Perry Alterman and Paul Alterman and by or
for the benefit of the such children and grandchildren.
Messrs. Perry, Malcolm and Paul Alterman disclaim the
beneficial ownership of the shares held by their brothers,
(and in the case of Paul Alterman and Perry Alterman,
uncles) and their and their brothers' (and uncles') wives,
emancipated children and by or for the benefit of their and
their brothers' (and uncles') children and grandchildren.
C.H. Shepherd, 78, has been Controller of the Company since
May 27, 1982 and Secretary of the Company since August 19, 1980
and will continue to serve as Controller and Secretary until his
successor is elected and qualifies.
The Company has no standing audit, nominating or
compensation committees.
During fiscal 1996, a total of seven meetings of the
Company's Board of Directors were held. No director participated
in fewer than 75% of the total number of Board meetings.
Malcolm Alterman, Perry Alterman and Paul Alterman are
cousins. During the past five years, Messrs. Perry, Malcolm and
Paul Alterman have been engaged in the principal occupation shown
in the table above. Mr. Garber was employed by Touche Ross & Co.
until 1971 at which time Mr. Garber retired. During the past
five years, Mr. Garber has remained in retirement, managing his
private investments. During the past five years, Mr. Fryer has
been a Judge of the Fulton County Georgia Superior Court.
Based upon a review of Forms 3, 4 or 5, or written
statements representing that no Form 5 was required, furnished
to the Company by the Company's directors, officers subject to
the provisions of Section 16 of the Securities Exchange Act of
1934, as amended ("Exchange Act") and persons holding ten percent
(10%) or more of the outstanding Common Stock of the Company, the
Company believes that all filing requirements of such persons
under Section 16 of the Exchange Act during the fiscal year ended
April 30, 1996 have been satisfied.
INVESTMENT ADVISER'S
AGREEMENT WITH TRUST COMPANY BANK
On August 19, 1980, the stockholders approved the Investment
Adviser's Agreement (the "Adviser's Agreement") between the
Company and SunTrust Bank, formerly known as Trust Company Bank
("Adviser").
Adviser does not serve as investment adviser for any other
"investment companies" as defined in the Investment Company Act
of 1940, as amended (the "Investment Company Act"), but is
responsible for the management of investments of many private
investment portfolios.
None of the nominees to the Board of Directors or present
officers of the Company are officers, employees, directors or
stockholders of Adviser. Mr. Garber is co-trustee with Adviser
of a trust under the will of a decedent for whom Mr. Garber had
served as accountant. There is no relationship between Mr.
Garber and any beneficiary of such trust.
Under the Adviser's Agreement, Adviser furnishes the Company
investment advice with respect to the investment and reinvestment
of the assets comprising the Company's investment portfolio. The
Adviser's Agreement further provides that Adviser, as agent and
attorney-in-fact with respect to the Company's investment
portfolio, may, when it deems appropriate, without prior
consultation with the Company and at the risk of the Company,
buy, sell, exchange, convert or otherwise trade in, retain or
reinvest in securities and other investments, place orders for
the execution of such investment transactions with or through
such brokers, dealers, issuers or other persons as the Adviser
may select, and take any action or non-action that the Adviser
reasonably deems appropriate. All services provided the Company
pursuant to the Adviser's Agreement are furnished by Adviser.
Under the Adviser's Agreement, the Company is required to
pay Adviser for its services furnished under the Adviser's
Agreement, within fifteen days after the close of each calendar
month, an amount equal to one-twelfth (1/12) of .1125% of the
market value of the Company's portfolio securities at the close
of each preceding calendar month. In addition, the Company has
agreed to indemnify Adviser in the absence of willful
misfeasance, bad faith or gross negligence. During fiscal 1996,
the Company paid advisory fees aggregating $24,825 to Adviser
pursuant to the Adviser's Agreement.
In order to avoid any potential conflict of interest in
connection with the rendering of investment advice and the
execution of investment transactions, no investment transactions
are made through the Bond Department of Adviser.
The Adviser's Agreement was entered into and became
effective on August 20, 1980 and provides that it shall remain in
effect for two years from such date, and from year to year
thereafter so long as continuance is specifically approved at
least annually by the Board of Directors of the Company or by
vote of the holders of a majority of the voting securities of the
Company. In addition, under the provisions of the Adviser's
Agreement and of the Investment Company Act the Adviser's
Agreement may not be extended unless such extension is approved
annually by a majority of the directors of the Company who are
not parties to the contract or "interested persons" of any such
party at a meeting called for the purpose of considering approval
of the Adviser's Agreement. On May 27, 1982 the Board of
Directors of the Company unanimously approved an extension of the
Adviser's Agreement through August 20, 1983, and a one-year
extension was unanimously approved in each subsequent year. On
May 10, 1996, the Board of Directors of the Company unanimously
approved an extension of the Adviser's Agreement through August
20, 1997.
The Adviser's Agreement further provides that each party has
the right to terminate the Adviser's Agreement without penalty
upon sixty (60) days written notice to the other party, and that
the Adviser's Agreement will automatically terminate in the event
of its "assignment" as that term is defined under the Investment
Company Act, unless an order is issued by the Securities and
Exchange Commission conditionally or unconditionally exempting
such assignment from the provisions of Section 15(a) of the
Investment Company Act in which event the Adviser's Agreement
shall remain in full force and effect.
The address of Adviser, a bank organized under the laws of
the State of Georgia and a member of the Federal Reserve System,
is One Park Place, N.E., Atlanta, Georgia 30303.
SunTrust of Georgia, a bank holding company, owns 100% of
the outstanding stock of Adviser. The address of SunTrust of
Georgia is One Park Place, Atlanta, Georgia 30303.
The following table sets forth certain information
concerning the directors of Adviser:
Position
With Position
Trust With
Company Regis- Principal
Name Bank trant Occupation Address
Gaylord O. Director None Chief Executive Gold Kist,Inc.
Coan Officer, Gold P.O.Box 2210
Kist, Inc. Atlanta, GA
30301
A.D. Director None Chairman, Chief Georgia-Pacific
Correll Executive Officer, Corporation
Georgia-Pacific P.O.Box 105605
Corporation Atlanta, GA
30348
R.W. Director None President, Atlantic Atlantic Realty
Courts, II Realty Company 50 Hurt Plaza
Atlanta, GA
30303
A.W. Director None Chairman, The Southern
Dahlberg President, and 270 Peachtree
Chief Executive St., NE
Officer, The Suite 2200
Southern Atlanta, GA
Company 30303
John T. Director None President, Post Post Properties,
Glover Properties, Inc. Inc.
3350 Cumberland
Circle
Suite 2200
Atlanta, GA
30339
Roberto C. Director None Chairman of the The Coca-Cola
Goizueta Board, The Coca- Company
Cola Company P.O. Drawer 1734
Atlanta, GA
30301
T. Marshall Director None Honorary Georgia-Pacific
Hahn, Jr. Chairman of Corporation
the Board, P.O. Box 105605
Georgia-Pacific Atlanta, GA
Corporation 30348
Jesse Hill, Director None Retired Chairman 1325 Angel Falls
Jr. Atlanta Life Lane, SW
Insurance Atlanta, GA
Company 30321
L. Phillip Director None President, SunTrust Banks,
Humann SunTrust Banks, Inc.
Inc. P.O. Box 4418
Atlanta, GA
30302
William B. Director None Chairman of the The Ritz-Carlton
Board, The Ritz- Hotel Company
Carlton Hotel 3414 Peachtree
Company Road, N.E.,
Suite 300
Atlanta, GA
30326
J. Hicks Director None Chairman of the Oxford
Lanier Board and Industries, Inc.
President, 222 Piedmont
Oxford Avenue, N.E.
Industries, Inc. Atlanta, GA
30308
J.L. Lanier, Director None Chairman of the Dan River, Inc.
Jr. Board, Dan P.O. Box 261
River, Inc. Danville, VA
24543
Robert L. Director None President, SunTrust Bank,
Long and SunTrust Bank, Atlanta
President Atlanta P.O. Box 4418
Atlanta, GA
30302
Charles H. Director None President, Robert Woodruff
McTier Robert Woodruff Foundation
Foundation 50 Hurt Plaza
Suite 1200
Atlanta, GA
30301
H.G. Director None Chairman of the Patillo
Patillo Board, Patillo Construction
Construction Company, Inc.
Company, Inc. P.O. Box 818
Decatur, GA
30031
Larry L. Director None Chairman of the Genuine Parts
Prince Board, Genuine Company
Parts Company 2999 Circle
75 Parkway
Atlanta, GA
30339
R. Randall Director None Chairman of the Rollins, Inc.
Rollins Board, Rollins, P.O. Box 647
Inc. Atlanta, GA
30301
James B. Director None Chairman of the SunTrust Banks,
Williams Board, SunTrust P.O. Box 4418
Banks, Inc. Atlanta, GA
30302
Portfolio Transactions and Brokerage
The Adviser's Agreement provides that Adviser will recommend
and implement investment decisions for the Company. Subject to
the written direction of the Directors and President of the
Company, Adviser will select the brokerage firms which effect
securities transactions for the Company. The Company paid no
commissions during its last fiscal year.
The Adviser's Agreement provides that in placing orders for
the execution of portfolio transactions for the Company, Adviser
may allocate such transactions to such brokers and dealers for
execution on such markets, at such prices and at such commission
rates as in the good faith judgment of Adviser will be in the
best interests of the Company. Adviser may take into
consideration in the selection of brokers and dealers not only
available prices and rates of brokerage commissions but also
other relevant factors (including execution capabilities,
research and other services such as account evaluation, analysis
and reporting and market information services), which are
expected to enhance the general portfolio management capabilities
of the Adviser. Accordingly, transactions in securities may be
effected on behalf of the Company with brokers and dealers at
prices and rates of commissions that may be in excess of those
which another broker might have charged for effecting the same
transaction, in recognition of the value of brokerage, research
or other services provided by the executing broker. Moreover,
research services furnished by brokers through whom securities
transactions are effected on behalf of the Company may be used by
Adviser in servicing all of its accounts generally, and not all
of such services may be used by the Adviser in connection with
the Company. While there will be no agreement or formula for the
allocation of brokerage business on the basis of such factors,
all else being equal, the Board of Directors has designated
certain brokers which have in the past provided brokerage and
other services to the Company as brokers to be selected in future
investment transactions.
Adviser performs various trust and investment advisory
services for various other clients. Under the Adviser's
Agreement, Adviser may give advice and take action with respect
to any of its other clients, which may differ from advice given
or the timing or nature of action taken with respect to the
Company, so long as it is the policy of the Adviser, to the
extent practical, to allocate investment opportunities to the
Company over a period of time on a fair and equitable basis
relative to other clients.
In addition, Adviser has no obligation to purchase or sell,
or to recommend for purchase or sale, for the Company, any
security or other investment which Adviser, its principals,
affiliates or employees may purchase or sell for its or their own
accounts or for the account of any other clients, if in the
opinion of Adviser such transaction or investment appears
unsuitable, impractical or undesirable for the Company.
EXECUTIVE COMPENSATION
During the fiscal year ended April 30, 1996 no executive
officer received from the Company aggregate remuneration in
excess of $60,000. Messrs. Max Alterman, Malcolm Alterman and
Perry Alterman received no remuneration from the Company.
Messrs. Garber and Fryer received $6,200 and $6,000,
respectively, and Mr. C. H. Shepherd, who is an officer but not a
director of the Company, received no remuneration as an officer.
Mr. Shepherd receives approximately $1,400 per month in exchange
for certain bookkeeping and related services rendered to the
Company. Directors who are not officers of the Company receive
$500 per month plus $200 per directors meeting attended in
person.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The independent certified public accountants selected by the
Directors and ratified by the stockholders of the Company to
audit the financial and accounting matters of the Company for
fiscal 1996 was Birnbrey, Minsk & Minsk. Pursuant to the
Investment Company Act, a majority of the entire Board of
Directors of the Company, including a majority of those members
of the Board of Directors of the Company who are not officers or
employees or investment advisors or interested persons of the
investment advisor of the Company, selected Birnbrey, Minsk &
Minsk as the Company's independent public accountant for fiscal
year 1997 subject to termination without penalty upon the vote of
a majority of the outstanding voting securities of the Company at
a meeting called for such purpose. The selection of Birnbrey,
Minsk & Minsk as the Company's independent public accountant for
fiscal year 1997 will be submitted for ratification or rejection
by the holders of a majority of the shares voted at the meeting.
The proxyholders named in the accompanying form of proxy intend
to vote "FOR" ratification of Birnbrey, Minsk & Minsk as the
independent auditors of the Company for fiscal 1997 unless
contrary action is specified by the stockholders in the space
provided in the form of proxy.
The Company expects that representatives of Birnbrey, Minsk
& Minsk will be present at the Annual Meeting of Stockholders
with the opportunity to make a statement if they desire to do so
and that they will be available to respond to appropriate
questions.
The members of the current Board of Directors, who own of
record approximately 24% of the voting securities of the Company,
have informed the Company that they intend to vote for
ratification of the selection of Birnbrey, Minsk & Minsk as
auditors of the Company for fiscal 1997.
STOCKHOLDER PROPOSALS
Appropriate proposals of stockholders intended to be
presented at the Company's next annual meeting of stockholders
must be received by the Company by March 16, 1997 for inclusion
in its proxy statement and form of proxy relating to that
meeting. If the date of the next annual meeting is advanced by
more than 30 calendar days or delayed by more than 90 calendar
days from the date of the annual meeting to which the proxy
statement relates, the Company shall, in a timely manner, inform
its stockholders of the change, and the date by which proposals
of stockholders must be received.
OTHER MATTERS TO COME BEFORE THE MEETING
Management does not know of any other matters to come before
the meeting. However, if any other matters properly come before
the meeting, it is the intention of the persons designated as
proxies to vote in accordance with their best judgment on such
matters.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON
ARE URGED TO SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED
ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED.
ANNEX
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
ALTERMAN INVESTMENT FUND, INC.
The undersigned stockholder(s) of Alterman Investment Fund,
Inc. a Delaware corporation, hereby acknowledges receipt of the
Notice of Annual Meeting of Stockholders and Proxy Statement,
each dated July 10, 1996, and hereby appoints Paul Alterman and
Perry Alterman, and either of them, proxies and attorneys-in-
fact, with full power of substitution, on behalf and in the name
of the undersigned, to represent the undersigned at the 1996
Annual Meeting of Stockholders of Alterman Investment Fund, Inc.
to be held on August 13, 1996 at 11:00 a.m., local time, at 1218
West Paces Ferry Road, N.W., Atlanta, Georgia 30327 and at any
adjournment or adjournments thereof, and to vote all shares of
Common Stock which the undersigned would be entitled to vote if
then and there personally present on the matters set forth on the
reverse side.
This Proxy, when properly executed, will be voted in
accordance with the directions given by the undersigned
stockholder. IF NO DIRECTION IS MADE, IT WILL BE VOTED FOR
PROPOSAL 1 AND FOR PROPOSAL 2, AND AS PROXIES DEEM ADVISABLE ON
SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
(Continued on reverse side)
A [X] Please mark your
votes as in this
example.
FOR all
nominees WITHHOLD
listed authority
to right to vote
(except as for all
marked to nominees
the contrary listed at
below) right
1. To elect [ ] [ ] Nominees: Malcolm Alterman
the nominees Perry Alterman
listed at right Paul Alterman
to serve as Alfred E. Garber
directors of Alterman Joel J. Fryer
Investment Fund, Inc.
for the ensuing year
Instruction: To withhold authority
to vote for any individual nominee,
mark "FOR" hereon, and write that
nominee's name in the space below.
__________________________________
FOR AGAINST ABSTAIN
2. To approve ratification [ ] [ ] [ ]
of the selection of
Birnbrey, Minsk & Minsk
as auditors of Alterman
Investment Fund, Inc. for
fiscal 1997, subject to
termination without penalty
upon the vote of a majority
of the outstanding voting
securities of Alterman
Investment Fund, Inc.
3. In their discretion, upon such other matters which may
properly come before the meeting or any adjournment or
adjournments thereof.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY.
____________________ __________________________
Signature
Signature, If Held Jointly
Dated:_________________________, 1996
(PLEASE DATE THIS PROXY)
NOTE: (This Proxy should be marked, dated and signed by the
stockholder(s) exactly as his or her name appears hereon, and
returned promptly in the enclosed envelope. Persons signing in a
fiduciary capacity should so indicate. If shares are held by
joint tenants or as community property, both should sign.)
