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 12, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Alterman Investment Fund, Inc., a Delaware corporation (the "Company"), will be
held August 12, 1997, 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 1998.
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, 1997, 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 8, 1997
Enclosures:
A copy of the Annual Report of Alterman Investment Fund, Inc. for the
fiscal year ended April 30, 1997, containing financial statements, is enclosed
herewith.
436319.1
<PAGE>
ALTERMAN INVESTMENT FUND, INC.
1218 WEST PACES FERRY ROAD, N.W.
SUITE 104
ATLANTA, GEORGIA 30327
1997 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
The following information is furnished in connection with the
solicitation of proxies for the 1997 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 8, 1997.
As of July 3, 1997, 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,
1997.
436319.1
<PAGE>
Name and Address Amount of Beneficial
of Beneficial Owner Ownership (a)(b) Percent of Class
Rosalie Alterman
1218 W. Paces Ferry Rd., N.W.
Atlanta, GA 30327 150,335 19.1%
Sam P. Alterman
1218 W. Paces Ferry Rd., N.W.
Atlanta, GA 30327 120,420 15.3%
Estate of David Alterman
1218 W. Paces Ferry Rd., N.W.
Atlanta, GA 30327 50,533 6.4%
Malcolm Alterman
1218 W. Paces Ferry Rd., N.W.
Atlanta, GA 30327 85,774 10.9%
Paul Alterman
1218 W. Paces Ferry Rd., N.W.
Atlanta, GA 30327 141,873 18.0%
Laura A. Cox
5255 W. Bank Drive
Marietta, GA 30068 56,577 7.2%
Paula A. Kaplan
2746 Ridgewood Road, N.W.
Atlanta, GA 30327 90,305 11.5%
Joanne A. Singer
2793 Ridge Valley Road, N.W.
Atlanta, GA 30327 82,525 10.5%
(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
estate of deceased spouse, 69,402 shares held by Alterman Real Estate,
Ltd., a Georgia limited partnership of which Sam P. Alterman and his
son, Paul Alterman, 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, his wife and his son are three 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 20,300 shares held by the Malcolm Alterman Limited
Partnership, 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; Paul
Alterman - 69,402 shares held by Alterman Real Estate, Ltd., 40,000
shares held by the Sam P. Alterman Family Foundation, Inc., 11,955
shares held as custodian for two minor children, 100 shares held by his
wife and 9,128 shares held by Sam P. Alterman which are subject to a
power of attorney held by Paul Alterman; Laura Alterman Cox - 40,000
shares held by the Sam P. Alterman Family Foundation, of which she is
one of five trustees, and 6,977 shares held as custodian for two minor
children; 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
436319.1
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<PAGE>
shares held by husband and 19,280 shares held as co-trustee of three
trusts established under the will of Esther Alterman.
(b) Shares which are beneficially owned by the emancipated children and
grandchildren of the named individuals are not included in the table.
Each of the named individuals disclaims the beneficial ownership of
shares held by their emancipated descendants and the wives of their
emancipated 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, 1997 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 31% 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.
436319.1
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<PAGE>
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, 1997, and the percentage of outstanding shares of the Company's Common Stock
such ownership represented at July 3, 1997 (according to information received by
the Company) are as set out below.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
BENEFICIALLY PERCENT
OWNED AS OF OF OUT-
NAME PRINCIPAL DIRECTOR TERM JULY 3, STANDING
OCCUPATION AGE SINCE EXPIRES 1997(1) SHARES
---------- --- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Malcolm Alterman * Managing General Partner,
Alterman Properties, Ltd. 66 1986 1997 85,774(2) 10.9
Perry Alterman* General Manager, Cumberland
Real Estate (family real estate
holdings) 60 1991 1997 15,900(2) 2.0(2)
Paul Alterman* Managing General Partner
Alterman Real Estate, Ltd. 50 1994 1997 141,873(2) 18.0(2)
Alfred E. Garber Retired 86 1980 1997 NONE 0
Joel J. Fryer Judge, Superior Court of Fulton
County, Georgia 68 1980 1997 NONE 0
All Officers and Directors
as a Group (7 persons) 279,109(2) 35.4(2)
</TABLE>
* 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 Alterman as
custodian for minor children; 11,955 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) Shares which 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
436319.1
4
<PAGE>
and Paul Alterman and by or for the benefit of such emancipated
children and grandchildren are not included in the table. 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 brothers' (and uncles') wives,
emancipated children and by or for the benefit of their and their
brothers' (and uncles') emancipated children and grandchildren.
C.H. Shepherd, 79, 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 1997, a total of four 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.
436319.1
5
<PAGE>
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,
436319.1
6
<PAGE>
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 1997, the Company paid
advisory fees aggregating $24,520 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 2, 1997, the
Board of Directors of the Company unanimously approved an extension of the
Adviser's Agreement through August 20, 1998.
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
436319.1
7
<PAGE>
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:
<TABLE>
<CAPTION>
Position Position Principal Address
with with Occupation
SunTrust Registrant
Name Bank
- ---- -------- --------- ---------- --------------------
<S> <C> <C> <C> <C>
Mary B. Bullock Director None President, Agnes Scott College
Agnes Scott 141 East College Ave.
College Decatur, GA 30030
William M. Chace Director None President, Emory University
Emory Atlanta, GA 30322
University
Gaylord O. Coan Director None Chief Executive Gold Kist, Inc.
Officer, Gold P.O. Box 2210
Kist, Inc. Atlanta, GA 30301
A.D. Correll Director None Chairman, Chief Georgia-Pacific
Executive Corporation
Officer, P.O. Box 105605
Georgia-Pacific Atlanta, GA 30348
Corporation
R.W. Courts, II Director None President, Atlantic Realty Company
Atlantic Realty 50 Hurt Plaza
Company Atlanta, GA 30303
A.W. Dahlberg Director None Chairman, The Southern Company
President, and 270 Peachtree St., NE
Chief Executive Suite 2200
Officer, The Atlanta, GA 30303
Southern Company
John T. Glover Director None President, Post Post Properties, Inc.
Properties, Inc. 3350 Cumberland Circle
Suite 2200
Atlanta, GA 30339
Roberto C. Goizueta Director None Chairman of the The Coca-Cola Company
Board, The Coca- P.O. Drawer 1734
Cola Company Atlanta, GA 30339
L. Phillip Humann Director None President, SunTrust Banks, Inc.
SunTrust Banks, P. O. Box 4418
Inc. Atlanta, GA 30302
William B. Johnson Director None Chairman of the The Ritz-Carlton Hotel
Board, The Ritz Company
Carlton Hotel 3414 Peachtree Road, NE,
Company Suite 300
Atlanta, GA 30326
J. Hicks Lanier Director None Chairman of the Oxford Industries, Inc.
Board and 222 Piedmont Avenue, NE
President, Atlanta, GA 30308
Oxford
Industries, Inc.
J.L. Lanier, Jr. Director None Chairman of the Dan River, Inc.
Board, Dan P.O. Box 261
River, Inc. Danville, VA 24543
Robert R. Long Chairman None President SunTrust Bank, Atlanta
and SunTrust Bank P.O. Box 4418
President Atlanta Atlanta, GA 30302
Charles H.McTier Director None President, Robert Woodruff
Robert Woodruff Foundation
Foundation 50 Hurt Plaza
Suite 1200
Atlanta, GA 30301
Larry L. Prince Director None Chairman of the Genuine Parts Company
Board, Genuine 2999 Circle 75 Parkway
Parts Company Atlanta, GA 30339
R. Randall Rollins Director None Chairman of the Rollins, Inc.
Board, Rollins, P.O. Box 647
Inc. Atlanta, GA 30301
James B. Williams Director None Chairman of the SunTrust Banks, Inc.
Board, SunTrust P.O. Box 4418
Banks, Inc. Atlanta, GA 30302
</TABLE>
436319.1
8
<PAGE>
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.
436319.1 9
<PAGE>
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, 1997 no executive officer
received from the Company aggregate remuneration in excess of $60,000. Messrs.
Max Alterman, Malcolm Alterman, Paul Alterman and Perry Alterman received no
remuneration from the Company. Messrs. Garber and Fryer each received $6,200 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 $1,456 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.
436319.1
10
<PAGE>
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 1998 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 1998 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 1998 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 31% 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 1998.
436319.1
11
<PAGE>
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, 1998 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.
436319.1
12
<PAGE>
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 8, 1997, and hereby
appoints Malcolm 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 1997 Annual Meeting of
Stockholders of Alterman Investment fund, Inc. to be held on August 12, 1997 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 NOT 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)
<PAGE>
PLEASE DATE, SIGN AND MAIL
YOUR PROXY CARD BACK AS SOON AS
POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
ALTERMAN INVESTMENT FUND, INC.
AUGUST 12, 1997
Please detach and Mail in the Envelope Provided
A X Please mark your votes as in the example.
__
<TABLE>
<CAPTION>
1. To elect the nominees listed at right to serve as directors of Alterman Investment Fund, Inc. for the ensuing year.
<S> <C> <C>
FOR all nominees listed WITHHOLD authority Nominees: Malcolm Alterman
to right (except as marked to vote for all nominees Perry Alterman
to the contrary below) listed at right Paul Alterman
Alfred E. Garber
_____________ ____________ Joel J. Fryer
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
"FOR" HEREON AND WRITE THAT NOMINEE'S NAME IN THE SPACE BELOW.
- -------------------------------------------------
2. To approve ratification of the selection of Birnbrey, Minsk & Minsk as
auditors of Alterman Investment Fund, Inc. for fiscal 1998, subject to
termination without penalty upon the vote of a majority of the
outstanding voting securities of Alterman Investment Fund, Inc.
FOR_____________ AGAINST_____________ ABSTAIN_____________
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
__________________ , 1997
(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.)
