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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A File #2-74436
File 811-3287
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ( )
Pre-Effective Amendment No. _____ ( )
Post-Effective Amendment No. 16th (x)
------
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ( )
Post-Effective Amendment No.16th (x)
-----
(Check appropriate box or boxes)
NEW ALTERNATIVES FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
150 Broadhollow Road, Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
(516) 423-7373
*(Registrant`s Telephone Number, including Area Code)
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: See Below
It is proposed that this filing will become effective
________immediately upon filing pursuant to paragraph (b)
___X____on April 30 1997 pursuant to paragraph (b)
________60 days after filing pursuant to paragraph (a)
________on(date) pursuant to paragraph (a) of rule (485)
(Check Appropriate Box)
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File #2-74436
File 811 3287
NEW ALTERNATIVES FUND, INC.
CROSS REFERENCE SHEET
INFORMATION REQUIRED IN A PROSPECTUS
Page No.
Item l. Cover Page............................................ 1
Item 2. Synopsis.............................................. 2
Item 3. Condensed Financial Information....................... 4(a)
Item 4. General Description of Registration................... 4
Item 5. Management of the Fund................................ 7
Item 6. Capital Stock and other Securities.................... 9
Item 7. Purchase of Securities Being Offered.................. l0
Item 8. Redemption or Repurchase.............................. 11
Item 9. Legal Proceeding...................................... 12
Part B: Statement of Additional Information
(follows Prospectus).................................. 21
Part C: Other Information (follows Part B).................... 30
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PROSPECTUS, DATED APRIL 30, 1997
NEW ALTERNATIVES FUND, INC.[LOGO]
150 Broadhollow Road, Melville, New York 11747
Telephone 800-423-8383
(516) 423-7373
PROSPECTUS
New Alternatives Fund, Inc., (The Fund) is a diversified open-end investment
company which seeks long-term capital gains through equity investment. It
concentrates at least 25% of its investments in companies which have an
interest in solar and clean alternative energy development as defined herein.
This prospectus sets forth concisely the information a prospective investor
should know about the Fund before investing. It should be retained for future
reference.
Additional information about the fund has been filed with the Securities and
Exchange Commission and is available upon request without charge. A Statement
of Additional Information about the Fund, which is incorporated by reference
in this prospectus, has been filed with the Securities and Exchange
Commission. It is available, at no charge, by writing to the Fund. The
date of the Statement of Additional Information is the same as the date of
this prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITY
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
PRINTED ON RECYCLED PAPER
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NEW ALTERNATIVES FUND, INC.
PROSPECTUS SUMMARY
SHARES OFFERED Common Stock
MINIMUM INITIAL $2,500.00
INVESTMENT $2,000.00 for qualified retirement plans.
MINIMUM $250.00
SUBSEQUENT $50.00 if through automatic Investment Plan.
INVESTMENTS
TYPE OF Open-end, diversified, managed, concentrated
COMPANY (solar and alternative energy) investment company.
INVESTMENT Purchase of common stocks with a concentration of at
POLICIES least twenty-five percent (25%) of the Fund's assets
in companies which have an interest in solar or clean
alternative energy. Investments may include solar cells,
natural gas, fuel cells, biomass, recycling, passive
and active architectural products, forest products,
conservation systems, cogeneration, energy efficient
apparatus and controls.
INVESTMENT The Fund purchases shares of common stock which may
OBJECTIVE produce long-term capital gains. There is no certainty
that it will achieve this objective.
CERTAIN FACTORS The Fund is not a complete investment program. The Fund
TO BE is not suited to investors seeking a high level of
CONSIDERED current income or safety. The Fund seeks long-term
capital growth. Investments in the Alternative energy
and Environmental industries are subject to changing
federal and state regulation and political priorities.
The failure rate among smaller companies in solar and
alternative energy is higher than the rate for most
companies. Technologies which are scientifically
feasible may not be cost effective.
INVESTMENT The Fund is managed by Accrued Equities, Inc.,
MANAGER a New York based investment advisor and broker-dealer,
managing various investments since 1954.
LEGAL COUNSEL Eric J. Schmertz of Riverdale, New York, former Dean
of Hofstra University Law School.
2
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CAPITAL GAINS Capital gains, if any, are reinvested or paid at least
AND DIVIDENDS annually if requested; income dividends, if any, are
reinvested annually or paid at least annually if
requested. See page 9.
PRINCIPAL Accrued Equities, Inc., 150 Broadhollow Road, Melville,
DISTRIBUTOR New York 11747. Telephone 516-423-7373 or 800-423-8383.
See page 10.
TRANSFER AGENT Fund Plan Services, Inc., 3200 Horizon Drive, King of
Prussia, PA 19406. Telephone 610-239-4600.
MAXIMUM SALES Net asset value plus a sales charge of four and nine
CHARGE AND hundred eighty seven one thousandths percent (4.987%)
OFFERING PRICE of the net amount invested, or four and three quarters
percent (4.75%) of the public offering price; reduced
sales charge on purchases of twenty five thousand and
one ($25,001.00) or more.
There is no 12b-1 plan or charge.
REDEMPTION Shares may be redeemed on any day the New York Stock
PRICE Exchange is open.
There is no redemption charge.
ADVISORY FEE There is an advisory fee of 1/12 of one percent of
the Fund's assets at the end of each month which is at
the rate of one percent (1%) each year for the first
ten million dollars ($10,000,000.00). This is higher
than many other mutual funds. For Fund assets
exceeding ten million dollars ($10,000,000.00), the fee
declines to an annual rate of 3/4 of one percent (.75%)
of the excess; and at over thirty million dollars
($30,000,000.00), it declines to an annual rate of
0.5% of the excess and at over one hundred million
dollars ($100,000,000.00), it declines to an annual rate
of 0.45% of the excess. See page 7.
CUSTODIAN United Missouri Bank, Kansas City, M.O.
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FUND EXPENSES
The following table illustrates all expenses and fees that
a shareholder of the Fund will incur. The expenses and fees set forth
in the table are for the 1996 fiscal year.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases ....... 4.75%
Sales Load Imposed on Reinvested Dividends .... None
Redemption Fees ............................... None
Exchange Fees (N/A) ........................... None
ANNUAL FUND OPERATING EXPENSES
Management Fees
Investment Advisory Fees ...................... 0.80%
12b-1 Fees .................................... None
Other Operating Expenses
Custodian Bank and Transfer Agent.............. 0.27%
Postage & Printing (Shareholder Reports)....... 0.04%
Miscellaneous Expenses ........................ 0.10%
TOTAL FUND OPERATING EXPENSES 1.21%
The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the fund will bear directly or
indirectly.
The following example illustrates the expenses that you would pay on
a $1,000 investment over various time periods assuming (1) a 5% annual
rate of return and (2) redemption at the end of each time period.
As noted in the table above, the Fund charges no redemption
fees of any kind.
1 Year 3 Years 5 Years 10 Years
$59.24 $84.08 $110.84 $187.13
This example should not be considered a representation
of past or future expenses or performance. Actual expenses may be
greater or lesser than on those shown.
3
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THE FUND
New Alternatives Fund, Inc., is an open-end diversified investment company,
commonly called a Mutual Fund, which concentrates at least 25% of its
investments in the common stock of companies which have an interest in solar
and alternative energy as defined herein.
Solar and alternative energy, as used throughout this prospectus, refer to
energy sources other than petroleum or nuclear power.
The Fund was incorporated under the laws of the State of New York and
commenced its activity as a mutual fund on September 3, 1982.
STATEMENT OF PER SHARE INCOME AND CAPITAL CHANGES
For each share of capital stock outstanding*
<TABLE>
<CAPTION>
Year End Year End Year End Year End Year End Year End Year End Year Endd
12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at $30.51 $28.14 $30.00 29.95 29.19 24.62 27.57 22.55
beginning of period ------ ------ ------ ----- ----- ----- ----- -----
Investment Income .73 .75 $.72 $.62 $.62 $.72 $.70 $.73
Expenses .39 .40 .40 .33 .28 .29 .27 .26
------ ------ ------ ------ ------ ------ ------ ------
Net Investment Income .34 .35 .32 .29 .34 .43 .43 .47
Net realized and
unrealized gain (loss)
on investment 3.72 5.14 (1.43) .58 1.10 5.86 (2.53) 5.41
------ ------ ------ ------ ------ ------ ------ ------
Operations 4.06 5.49 (1.11) .87 1.44 6.29 (2.10) 5.88
Dividends from net
Investment Income (.34) (.35) (.32) (.29) (.34) (.43) (.43) (.47)
Distributions from
net realized gain (3.36) (2.77) (.43) (.53) (.34) (1.29) (.42) (.39)
------ ------ ------ ------ ------ ------ ------ ------
Total Distributions (3.70) (3.12) (.75) (.82) (.68) (1.72) (.85) (.86)
Net change in net
asset value .36 2.37 (1.86) .05 .76 4.57 (2.95) 5.03
Net asset value as
of end of the period $30.87 $30.51 $28.14 30.00 29.95 29.19 24.62 27.57
====== ====== ====== ====== ====== ====== ====== ======
Total Return 13.3% 19.5% (3.7%) 2.9% 4.9% 25.6% (7.6%) 26.0%
(sales load not
reflected)
Net assets, end of
period $35,549 $32,236 $28,368 $31,567 $28,896 $23,931 $16,433 $11,893
Ratio of operating
expense to net
assets** 1.21% 1.28% 1.30% 1.11% 1.04% 1.18% 1.27% 1.25%
Ratio of net
investment income
to average net assets 1.04% 1.12% 1.04% .96% 1.25% 1.74% 2.08% 2.20%
Portfolio turnover 51.2% 48.72% 33.00% 18.36% 13.10% 21.50% 24.70% 14.60%
Average commision
rate paid .074 .072
Number of shares
outstanding at
end of period*** 1,038,561 965,769,139 984,847 1,026,460 945,006 776,974 646,664 419,212
</TABLE>
<PAGE>
(RESTUBBED FROM ABOVE TABLE)
<TABLE>
<CAPTION>
Year End Year End Year End Year End Year End Year End Year End
12/31/88 12/31/87 4/30/87 4/30/86 4/30/85 4/30/84 4/30/83
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value at 18.85 22.43 19.68 14.99 13.55 15.39 12.50
beginning of period ----- ----- ----- ----- ----- ----- -----
Investment Income $.67 $.40 $.38 $.47 $.47 $.40 $.38
Expenses .25 .16 .16 .20 .17 .27 .20
----- ----- ----- ----- ----- ----- -----
Net Investment Income .42 .24 .22 .27 .30 .13 .18
Net realized and
unrealized gain (loss)
on investment 4.09 (3.21) 3.45 5.08 1.72 (1.55) 3.08
----- ------ ----- ----- ----- ----- -----
Operations 4.51 (2.97) 3.67 5.35 2.02 (1.42) 3.26
Dividends from net
Investment Income (.42) (.24) (.22) (.27) (.30) (.13) (.18)
Distributions from
net realized gain (.39) (.38) (.70) (.39) (.28) (.29) (.19)
----- ----- ----- ----- ----- ----- -----
Total Distributions (.81) (.62) (.92) (.66) (.58) (.42) (.37)
Net change in net
asset value 3.71 (3.59) 2.75 4.69 1.44 (1.84) 2.89
Net asset value as
of end of the period 22.55 18.85 22.43 19.68 14.99 13.55 15.39
===== ===== ===== ===== ===== ===== =====
Total Return 23.9% (2.6%) 22.2% 23.3% (.5%) 13.5% 10.4%
(sales load not
reflected)
Net assets, end of
period $6,162 $4,133 $3,404 $1,023 $502 $256 $163
Ratio of operating
expense to net
assets** 1.24% .80% 1.17% 1.39% 1.36% 2.24% 1.08%
Ratio of net
investment income
to average net assets 2.18% 1.23% 1.68% 1.91% 2.3% 1.18% 1.69%
Portfolio turnover 25.88% 8.57% 8.79% 28.00% 22.6% 52.00% 74.50%
Average commision
rate paid
Number of shares
outstanding at
end of period*** 264,414 212,704 151,848 51,998 33,524 18,916 10.592
</TABLE>
* All Adjusted for two for one share split on July 26, 1985
and January 2, 1990
** Annualized and includes state taxes
*** Shares immediately prior to dividend - Fund commenced operation
on September 3, 1982
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENT
4
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INVESTMENT PHILOSOPHY
AND OBJECTIVES
The investment objective of the Fund is long term growth through investing in
common stocks. The fund invests in a wide range of industries, concentrating
(usually 25% or more) on companies in the solar and alternative energy
industry. The alternative energy industry is defined in the following sections
of the prospectus.
Most Fund investments have a relationship to environmental products, processes
and corporate behavior oriented toward a clean and sustainable environment.
There is no certainty that the Fund will achieve its objective.
No more than 25% of the Fund's assets will be invested in companies not listed
on the New York or American Stock Exchanges.
BROAD DEFINITION OF SOLAR
AND ALTERNATIVE ENERGY
Included: In general, solar and alternative energy as used in this Prospectus,
consists of passive and active architectural solar heating, cooling;
electrical generation (as in solar photovoltaic cells); cogeneration, biomass
(agricultural and forest products and waste systems); fuel cells, recycling,
efficient electrical devices, geothermal power and all related technologies
which facilitate the development and use of renewable energy production and
conservation, such as batteries and other energy storage systems.
Excluded: Alternative energy, as used in the prospectus, excludes petroleum
and atomic based energy sources and the processes utilized in connection with
such sources.
Atomic energy is omitted as an area for investment due to the potential for
accident, unresolved radioactive waste disposal problems, excessive cost and
frequent community opposition to such programs. There are new and increasing
concerns with the cost of dismantling atomic energy plants as they mature or
depreciate.
SOCIAL AND ENVIRONMENTAL
IMPLICATIONS
The Fund is organized for the benefit of its stockholders. The Directors
believe that investment in companies subject to valid environmental opposition
would be unacceptable.
THE PROBLEMS CREATE
THE POTENTIAL
Increasing population, increasing exploitation of natural resources with
advanced devices, years of production and consumption without environmental
awareness have created formidable and increasingly visible problems and public
concern.
The Fund Manager believes that, notwithstanding temporary shortages and
surpluses, petroleum resources will over the years become increasingly
expensive and less attractive as an investment compared to alternative energy.
As solar and alternative energy are increasingly utilized, they should become
less expensive, more attractive and better investments. Solar energy and
conservation reduce carbon dioxide, nitrous oxide and sulfur dioxide.
The Fund is the first and at present the only investment company with a
program concentrating in alternative energy.
The Fund has excluded from its definition of solar and alternative energy, oil
based resources. Nevertheless the Fund may invest in petroleum companies which
are actively developing or producing such items as photovoltaic conversion of
the sun's rays directly to electricity or producing other products related to
the Fund.
Environmental efforts may be subject to attacks, halts, pauses and changes.
Nevertheless, the Manager is confident that progress will continue. Many
concerned citizens and important segments of industry are learning what is
needed and practical, what is real and what is effective.
5
<PAGE>
There is no assurance that the investments selected by the Fund will be among
those that successfully participate in what appears to be a growing array of
alternative energy resources and environmental opportunities.
ILLUSTRATIONS OF TECHNOLOGIES
PHOTOVOLTAIC
Solar cells (photovoltaic cells) convert sunlight directly to electricity.
They require sunshine and night time storage. Presently such cells are cost
effective only where there is no utility grid. Nevertheless, the Directors of
the Fund believe photovoltaic cells provide investment potential.
Once installed, there are no fuel costs and maintenance requirements are
minimal. Capital cost per watt of photovoltaic electricity continues to fall
but is still higher than conventional utility produced electricity.
Solar generated electricity must be stored. Efficient (small, long lasting,
inexpensive) environmentally clean batteries are a significant ancillary
aspect of the photovoltaic industry. Clean and efficient batteries are
required for cost effective electric vehicles.
CONSERVATION
Conservation doesn't produce energy. Nevertheless, the Directors and the
Manager believe conservation provides investment potential.
Conservation may be defined as the wise and efficient use of energy and
natural resources. More efficient engines, heat pumps, electric motors and
heating systems are presently producing energy saving results.
Cogeneration (multiple uses of combustion) is of particular interest to
industry as a means of utilizing the same fuel for several purposes, e.g.
generating electric or mechanical power and heat from a single turbine and
utilizing the same amount of fuel to achieve both results.
ARCHITECTURAL
Both active and passive architectural systems, including solar heating, have
limited industrial potential and need supplementation by other systems.
Nevertheless, the Directors believe architectural systems provide investment
potential.
Areas for investments include: Insulation materials, reflective glazed
glass to preserve temperature levels; fuel control systems to eliminate
fuel waste; and the devices for collecting solar heated water.
NATURAL GAS AND FUEL CELLS
Gas as used by utilities is the cleanest of the hydrocarbon fuels. There are
large domestic reserves of natural gas.
Methane from coal seams and garbage dumps is presently a cost effective source
of relatively clean energy.
Fuel cells produce electricity in a manner similar to a permanent battery to
which fuel is continuously added. It is the chemical production of
electricity. It resembles, in part, the battery in a flashlight. In the fuel
cell the operator keeps adding new fuel such as hydrogen or natural gas or
alcohol, even coal. The by-product is water. There is very little pollution.
At present the most cost efficient fuel for fuel cells is natural gas. Fuel
cells are in the opinion of the Fund Managers likely to be cost efficient and
likely to come into wide use.
BIOMASS
Large scale use of biomass, which is plant life, might compete with food
supply requirements. Nevertheless, the Directors believe "biomass", including
"wood", wisely used, provides investment potential. New methods of preparing
wood for burning and new burning methods reduce the emissions from burning
biomass materials.
Ethanol is fuel made from grain, a form of biomass. There is continued use,
with some dispute as to the efficacy of ethanol.
6
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HYDRO ELECTRIC
Water power (hydroelectric) is an excellent source of energy, but the
available resources are limited. In choosing hydroelectric investment,
attention is paid to environmental considerations such as fish access and
aesthetic concerns. Nevertheless, the Directors believe water power provides
investment potential.
WIND TURBINES
Wind energy is not new technology. The success of wind energy as a modern
utility source is new.
With new generator units and new blades and greater control over the energy
output, at different wind speeds, the wind turbine has become cost efficient.
Wind energy can be produced competitively. As with all new technology, it is
not without its problems. Nevertheless, the Directors believe in the present
and future potential of wind energy.
RECYCLING
Recycling is not a new technology. It saves both energy and resources. In its
older forms it was simply taken for granted. For example, gold, silver and
steel have been recycled for years. Now it is becoming cost effective to
recycle other less noble materials, including plastics, glass and paper.
ADDITIONAL ALTERNATIVES
Ocean thermal energy conversion (OTEC), superconductivity, geothermal energy
and wave action systems are limited geographically or require technological
development, some of which development is reported to be underway.
Nevertheless, the Directors and the Manager believe some of such systems
provide investment potential.
THE LIST OF ALTERNATIVES CANNOT BE EXHAUSTIVE NOR THE COMMENTS COMPLETE. It is
likely that there will be no single substitute resource.
SOME INVESTMENTS MAY BE INDIRECT. The Fund may invest in technologies which
support the solar and alternative energy industry.
NOT EVERY INVESTMENT IS A "PURE PLAY". The solar or alternative energy
component or "play" is small in some large companies. Nevertheless, after
evaluation, investment may be made if it is believed development is
attractive.
CERTAIN RESTRICTIONS
The Fund may not, without the approval of a majority of the Fund's outstanding
voting shares:
(1) Purchase securities of any company having less than three years of
continuous operation (including operations of any predecessors), if such
purchase would cause the value of the Fund's investments in all such companies
to exceed 10% of the value of its assets.
(2) With respect to seventy-five percent (75%) of its assets (at market
value), invest more than five percent (5%) of such assets in securities of any
one issuer, other than the U.S. government, its agencies or instrumentalities.
(3) Invest more than twenty-five percent (25%) of the Fund's assets in any
single industry; excepting the solar and alternative energy industry.
MANAGEMENT OF THE FUND
Under the laws of the State of New York, the Board of Directors of the Fund is
responsible for managing the business and affairs of the Fund.
The Fund has entered into an investment advisory agreement with Accrued
Equities Inc. (the "Advisor") of 150 Broadhollow Road, Melville, NY 11747.
This is a New York Corporation organized in 1954. The controlling stockholder
of the Advisor is David J. Schoenwald. He is Vice President of the Advisor and
President of the Fund. The minority stockholder of the Advisor is Maurice L.
Schoenwald. He is President of the Advisor and Chairman of the Board of
Directors of the Fund.
7
<PAGE>
The Advisor, subject to the authority of the Board of Directors of the Fund,
is responsible for the overall management of the Fund's business affairs. The
Advisor also pays the compensation of such of the Fund's Officers and
Directors who are affiliated with the Advisor, and all advertising and
promotional expense. The Advisor will not use any part of the advisory fee for
distribution.
Under the Advisory Agreement, the Advisor receives a monthly fee from the Fund
at the following annual rates based on the average net assets of the Fund at
the end of each month: one percent (1%) for the first $10 million; .75% for
the next $20 million; .50% for amounts over $30 million; and .45% for amounts
over $100 million. Such fee is higher than that of many other mutual funds.
However, there is no 12 B-1 fee. During the fiscal year ending December 31,
1995, the Advisor received in gross $250,562 from the Fund or (.83) of one
percent of average net assets.
Under the Management Agreement, if total expenses of the Fund for any fiscal
year, including the management fee, but excluding interest, taxes, brokerage
commissions and extraordinary expenses excludable by state laws, exceed the
applicable expense limitation set by state securities regulations in those
states in which the company may make regular sales, the Manager will reduce
its compensation by the amount by which such expense exceeds state expense
limitations.
PORTFOLIO MANAGERS
Maurice L. Schoenwald and David J. Schoenwald are primarily responsible for
the day to day management of the Fund's portfolio. They have so served since
the fund's inception.
CUSTODIAN, TRANSFER AGENT
AND DIVIDEND PAYING AGENT
The Custodian of the Fund is the United Missouri Bank, 928 Grand Avenue,
Kansas City, M.O. 64141. The Fund's cash and securities are kept with the
Custodian pursuant to an agreement dated October 28, 1994. The Fund pays the
Custodian pursuant to a regular schedule of charges based on a schedule agreed
on from time to time by the Fund and the Custodian.
The Custodian attends to the collection of proceeds of securities sold by the
Fund, collection and deposit of dividends and disbursements for the cost of
securities.
Fund Plan Services, Inc., P.O. Box 874, 2 Elm Street, Conshohocken, PA. 19428
serves as the Transfer Agent and Dividend Paying Agent for the Fund, pursuant
to an agreement effective October 1, 1993. Telephone: (610) 834-3500.
DESCRIPTION OF SHARES
The Fund's authorized capital is eight million (8,000,000) common shares of
one dollar par value.
Each share entitles the holder to one vote. Fractional shares have no voting
rights. Shareowners may vote for the election of Directors and all other
appropriate and customary matters and participate equally in dividends,
distributions of capital and net assets of the Fund on liquidation.
The common shares are fully paid and non-assessable when issued, are
redeemable in accordance with the provisions set forth under the heading
"Redemption of Shares", and have no preference, pre-emptive or conversion
rights. Fractional shares entitle the holder to the same redemption, dividend,
distribution and other rights, excepting voting, as whole shares on a pro rata
basis. No certificates are issued for fractional shares.
The Fund will not ordinarily issue certificates for common shares purchased.
Certificates are generally unnecessary because (1) ownership of shares is
evidenced by a confirmation advice after each purchase or redemption,
indicating the amount invested and the purchase price per share or the amount
redeemed and the redemption price per share, and the number of shares owned
immediately after
8
<PAGE>
such transactions; and (2) redemptions and transfers may be transacted without
the issuance of certificates.
Share certificates are issued only upon the specific request of the shareowner
made in writing. No charge is made for the issuance of share certificates.
Shares may not be transferred without written permission of the manager which
is in the discretion of the manager and is generally limited to estates and
gifts within a family.
At the discretion of the manager, accounts with a total value, at the time of
notice, of $1,000.00 or less may be redeemed by the company after 10 days
notice by mail to the shareholder. The common shares have noncumulative voting
rights so that the holders of more than fifty percent (50%) of the shares
voting for the election of Directors can elect all the Directors and in such
event the holders of the remaining shares voting for the election of the
Directors will not be able to elect any person or persons to the Board of
Directors. A simple majority of those shares voted in person or by proxy
participating in any duly called meeting on proper notice shall be sufficient
to pass any resolutions, excepting as otherwise required by the Investment
Company Act of 1940.
REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS. Any dividends paid by the Fund
from net investment income on its portfolio and any distributions of net
realized capital gains will automatically be reinvested in whole or fractional
shares of the Fund at net asset value on the record date unless a shareowner
makes a written request for payments in cash.
If a shareholder makes a specific written request for dividends or capital
gains distributions, such income or distribution payments, if any, will be
paid in cash at least annually.
CONTROL PERSONS. No shareholder owns more than 5 percent of the shares of the
Fund. Such persons are deemed control persons under the Investment Company Act
if they own 5% or more of the outstanding shares of the Fund.
REPORT TO SHAREOWNERS
The Fund issues to its shareowners semi-annual reports. Each semi-annual and
annual report will also contain a list of the Fund's portfolio assets,
statements of assets, liabilities and capital, results of operations, and
sources of and changes in net assets.
SHAREHOLDER INQUIRIES
General shareholder inquiries may be made by writing to the Fund at 150
Broadhollow Road, Melville, NY 11747, or by calling the Fund at (516)
423-7373, or (800) 423-8383.
Inquiries pertaining to share balances and other account information may be
made by writing to the Transfer Agent, Fund Plan Services Inc., P.O. Box 874,
2 Elm Street, Conshohocken, PA. 19428 or by calling (610) 834-3500.
TAX STATUS
The Fund will endeavor to qualify annually for tax treatment applicable to a
regulated investment company under the Internal Revenue Code of 1954, as
amended ("Code"). Pursuant to the requirements of the Code, the Fund intends
to pay, at least annually, dividends representing substantially all of its net
investment income. It also intends, at least annually, to distribute any net
realized capital gains. As a regulated investment company, the Fund will not
be subject to the United States income tax on net ordinary income and net
capital gains which are distributed by the Fund, pursuant to the requirements
of the "Code". The status of the Fund as a regulated investment company does
not involve government supervision of management or of investment practices or
policies.
9
<PAGE>
For Federal income tax purposes distributions paid from the Fund's net
investment income and net realized short-term capital gain are taxable to
shareholders as ordinary income, whether received in cash or in additional
shares. Distributions paid from long-term capital gain are taxable as
long-term capital gains, whether received in cash or shares. However,
shareholders not subject to tax on their income will not be required to pay
Federal income taxes on amounts distributed to them. Shareholders will be
notified annually as to the Federal tax status of dividends and distributions.
Subject to regulations of the Internal Revenue Service, the Act may require
individuals who are shareholders of the Fund to include their pro rata share
of the Fund's investment expenses (such as investment advisory fees), in
addition to distributions received, in computing their taxable income.
PURCHASE OF SHARES
MINIMUM INVESTMENT: The minimum initial investment in the Fund is $2,500.00,
or $2,000.00 for qualified retirement plans. The minimum subsequent investment
is $250.00, or $50.00 through an automatic Investment Plan.
Sales Commission
Purchase As a Percentage
Amount Of Offering Price
-----------------
$ 2,500 to $25,000 4.75%
$ 25,001 to $103,000 3.85%
$103,001 or more 2.91%
There is no charge for reinvestment of dividends or distributions. The sales
charge for additional purchases shall be based upon the current cumulative cost
of the investor's holdings including the cost of the additional purchase made.
Purchases of shares are credited only for and at the value of U.S. dollars
received by the Fund in the U.S.
PURCHASES BY FAMILIES: Investors may combine the following categories into a
single transaction to qualify for a reduced sales charge: purchases by spouses,
parents or grandparents for themselves or for each other or for their children
or grandchildren, including trusts for such persons. To so qualify, it is the
investors responsibility to notify the transfer agent at the time of purchase
of eligibility for such reduced sales charge.
SALES CHARGE: Shares of the Fund may be purchased at net asset value
(determined in the manner described under "Net Asset Value") plus a sales
charge which ranges from 4.987% to 3% of the offering price, as follows:
Dealer Re-allowance Sales Commission
As A Percentage Of As A Percentage Of
Offering Price Net Asset Value
- -------------- ---------------
4% 4.987%
3% 4%
2% 3%
Certain categories of people or institutions may invest in the Fund without
paying a sales charge: These include current and retired directors, officers
and employees of the Fund or the Fund's advisor and their families; registered
representatives of brokers distributing the Fund's shares who are purchasing
for their own personal account; Non Profit or Charitable organizations (as
defined in Section 501(c)(3) of the Internal Revenue Code) investing $100,000
or more; Clients of investment advisors purchasing for their own accounts who
are charged ongoing management fees for their advisors services. Persons in the
above categories must make their status as such known to the Fund's transfer
agent. The Fund reserves the right to reject any purchase order.
Should a broker execute a contract with the Fund, the principal Distributor
may re-allow a portion of the applicable sales charge, as indicated above. In
the event that substantially all of the sales charge is re-allowed,
sub-distributors may be deemed to be underwriters as that term is defined in
the Securities Act of 1933.
10
<PAGE>
HOW TO BUY SHARES: Shares of the Fund may be purchased by sending a Share
Purchase Application and a check to New Alternatives Fund, Inc., c/o Fund Plan
Services Inc., P.O. Box 874, 2 Elm Street, Conshohocken, PA. 19428. The
application is on the last page of the prospectus.
The Fund's shares are sold directly by the Fund with the assistance of and at
the expense of Accrued Equities Inc, which is compensated for such assistance.
All checks are to be made payable to New Alternatives Fund, Inc. Independent
brokers also sell the shares of the Fund. Sales charges are the same
irrespective of where or through whom you purchase. Social security numbers or
tax numbers are required on the application.
RETIREMENT PLANS
AND IRA ACCOUNTS
Shares of the Fund may be purchased directly by existing retirement plans
which allow such investments.
In addition, qualified individuals may establish an Individual Retirement
Account ("IRA") to be funded with shares of the Fund. The Fund has made
arrangements with Semper Trust Company to act as custodian for any IRAs thus
created.
Automatic Investment Plan: Shareholders meeting the investment minimum may
establish an automatic investment plan wherein periodic drafts from a checking
or savings account are invested in the fund, subject to the same sales charges
recited in this prospectus. Such plan may be canceled by the Fund or the
investor upon written notice to the transfer agent no later than 5 business
days prior to a scheduled debit date.
For further information, an interested person should call the Fund at (516)
423-7373 or (800) 423-8383.
NET ASSET VALUE
The net asset value of a Fund share is determined once daily as of the close
of each day of trading on the New York Stock Exchange. Net asset value is
determined by subtracting all liabilities of the Fund from the value of its
total assets and dividing the resulting figure by the number of Fund shares
and fractional shares outstanding.
In determining the Fund's net asset value, securities for which current market
quotations are readily available are valued in the following manner:
securities traded on national exchanges are valued at the closing sales price,
or, if no sale occurred, at the last price traded. Over-the-counter securities
for which no sales were reported on a particular day are valued at the last
closing price. Securities for which current market quotations are not readily
available are valued at their fair value as determined in good faith by the
Board of Directors. The Board will continue to review its over-all methods of
valuation to assure that all assets are properly valued.
*The daily calculation of net asset value is performed by Fund Plan Services,
Inc., which also serves as transfer agent.
REDEMPTION OF SHARES
There is no redemption charge.
Fund shares are redeemed upon tender of the written request of any
shareholder, accompanied by surrender of share certificates, if issued. All
certificates and/or requests for redemption tendered must be endorsed by the
shareholder or shareholders in whose name or names the shares are registered.
Signature or signatures must be guaranteed by a commercial bank or trust
company or federally chartered savings bank, Savings and Loan Association or
credit union located in the United States or having a correspondent relation
with a commercial bank or trust company in the United States, or by a member
firm of the New York Stock Exchange (except that guarantee of the signature or
signatures on a request for redemption of $1,000.00 or less may be waived, if
approved by the Fund). Tender shall be made at the office of the Transfer
Agent, Fund Plan Services, Inc., P.O. Box 874, 2 Elm Street, Conshohocken, PA.
19428.
11
<PAGE>
The redemption price will be the net asset value of the Fund's shares next
computed after the tender is received by the Fund. Payment of the redemption
price will be made by a check drawn and issued in the U.S. within seven days
after receipt of the written request and certificates as described above, or
if payment for the purchase of the shares to be redeemed has not been cleared
by that time, the mailing of the redemption check may be postponed until
proceeds of any check for the purchase price of the shares has been collected.
If payment for shares are dishonored the Fund may cancel the purchase.
LEGAL COUNSEL
Eric J. Schmertz
Counsel
Riverdale, New York
Age 70; Former Dean of
Hofstra University Law School.
PENDING LEGAL PROCEEDINGS
There are no pending or anticipated legal proceedings against the Fund. The
principal Distributor and Investment Adviser has been doing business actively
since 1954. It is not now nor has it ever been the subject of any suit nor
does it presently anticipate any suit or claim.
INDEPENDENT ACCOUNTANTS
Kenneth D. Katz, whose address is 64 North Park Avenue, Rockville Centre, NY,
is the Fund's Independent auditor. The financial statements included in the
prospectus have been so included in reliance on the report of the auditor.
Report of Independent Accountant
To The Board of Directors and
Shareholders
New Alternative Fund, Inc.
I have audited the statement of assets and liabilities of New Alternatives
Fund, Inc. (the Fund) including the schedule of portfolio investments by
industry classification, as of December 31, 1996, and the related statement
of operations for the year then ended, and the statements of changes in net
assets and the supplementary information -- selected per share data and
ratios. These financial statements and supplementary information are the
responsibility of the Fund's management. My responsibility is to express an
opinion on these financial statements and supplementary information based on
my audits.
I conducted my audits in accordance with generally accepted auditing standards.
These standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements and supplementary information
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
My procedures included confirmation of securities owned at December 31, 1996 by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. I believe
that my audit provides a reasonable basis for my opinion.
In my opinion the financial statements and selected per share data and ratios
referred to above present fairly, in all material aspects, the financial
position of the Fund as of December 31, 1996, the results of operations for the
year then ended and the changes in its net assets and selected per share data
and ratios for the years in the period then ended in conformity with generally
accepted accounting principles.
Kenneth D. Katz, CPA
Rockville Centre, New York
January 31, 1997
12
<PAGE>
NEW ALTERNATIVES FUND, INC.
STATEMENT OF INVESTMENTS
December 31, 1996
<TABLE>
<CAPTION>
Shares Market Value
------ ------------
<S> <C> <C>
COMMON STOCKS: 82.2%
ALTERNATE ENERGY AND
PROCESS EQUIPMENT: 13.3%
Air Products 15000 $1,036,875.00
*California Energy 1000 33,625.00
*Energy Conversion Devices 20000 272,500.00
*Energy Research Corp. 20000 295,000.00
Idaho Power 2000 62,250.00
OM Group 15000 405,000.00
*Real Goods Trading 1000 5,312.50
*Thermo Ecotech 5000 76,250.00
Trigen 30000 862,500.00
York International 30000 1,676,250.00
--------------
$4,725,562.50
CLEAN AIR: 7.2%
*BHA Group 20000 $ 322,500.00
Engelhard 40000 765,000.00
Praxair 15000 691,875.00
*Thermo Instruments 15000 496,875.00
Walbro 15000 273,750.00
--------------
$2,550,000.00
CLEAN WATER: 8.5%
Ameron 15000 774,375.00
Aquarion 15000 418,125.00
Betz Dearborn 10000 585,000.00
Calgon Carbon 25000 336,875.00
*Ionics 10000 480,000.00
Millipore 10000 413,750.00
--------------
$3,008,125.00
CONSERVATION: 2.9%
*Cannondale 15000 $ 337,500.00
T J International 30000 697,500.00
--------------
$1,035,000.00
ENVIRONMENTAL (GENERAL): 11.3%
Dames & Moore 5000 $ 73,125.00
*Flow International 40000 365,000.00
Home Depot 18000 902,250.00
*Material Sciences 20000 360,000.00
Minerals Technology 13000 533,000.00
*Molten Metal 1000 11,750.00
*Thermedics 15000 271,875.00
*United Natural Foods 10000 170,000.00
*Whole Foods Markets 25000 562,500.00
Worthington Foods 40000 760,000.00
--------------
$4,009,500.00
EFFICIENT ELECTRIC DEVICES: 4.8%
Baldor 40000 $ 985,000.00
*International Rectifier 30000 457,500.00
*Itron 1000 17,750.00
Whirlpool 5000 233,125.00
--------------
$1,693,375.00
</TABLE>
13
<PAGE>
NEW ALTERNATIVES FUND, INC.
STATEMENT OF INVESTMENTS
(Continued)
December 31, 1996
<TABLE>
<CAPTION>
SHARES MARKET VALUE
------ ------------
<S> <C> <C>
NATURAL GAS - DISTRIBUTION: 8.4%
Eastern Enterprises 20000 707,500.00
Equitable Resources 20000 595,000.00
National Fuel Gas 20000 825,000.00
Northwest Natural Gas 15000 360,000.00
Washington Energy 25000 515,625.00
--------------
$ 3,003,125.00
NATURAL GAS - DIVERSIFIED: 14.1%
Burlington Resources 18000 906,750.00
Enron 25000 1,078,125.00
MCN 30000 866,250.00
NGC Corp 30000 697,500.00
Questar 25000 918,750.00
Williams Co's 15000 562,500.00
--------------
$ 5,029,875.00
RECYCLING - PAPER: 6.8%
Caraustar Ind 20000 665,000.00
Media General 10000 302,500.00
Republic Group 35000 546,875.00
Sonoco Products 30000 776,250.00
*Superior Services 5000 101,875.00
*Thermo Fibertek 5000 46,562.50
--------------
$ 2,439,062.50
RECYCLING - METALS - PLASTIC: 4.9%
Commonwealth Alum 20000 307,500.00
Commercial Metals 25000 753,125.00
Quanex 25000 684,375.00
--------------
$ 1,745,000.00
TOTAL COMMON STOCK $29,238,625.00
MONEY MARKET DEPOSITS AND TREASURY BILLS: 16.6%
Socially Concerned Banks
Alternatives Federal Credit Union $ 100,000.00
Community Capital Bank 100,000.00
South Shore Bank 100,000.00
Vermont National Bank 100,000.00
U.S. Treasury Bills (cost $5,462,311.68) 5,484,264.18
--------------
$ 5,884,264.18
TOTAL COMMON STOCK (82.2%) $29,238,625.00
Bank money market and Treasury Bills (16.6%) 5,884,264.18
Cash and Receivables, less liabilities (1.2%) 425,980.27
--------------
NET ASSETS (100%) $35,548,869.45
</TABLE>
*Securities for which no cash dividends were paid during the fiscal
year.
14
<PAGE>
<TABLE>
<CAPTION>
NEW ALTERNATIVES FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996
<S> <C>
ASSETS
Investment Securities at market value
(Cost: $24,074,414.23) (Notes 2A and 5).....................$29,238,625.00
Bank money market deposits.................................. 400,000.00
U.S. Treasury Bills at market............................... 5,484,264.18
Cash........................................................ 169,175.78
Receivables: Dividends .................................... 45,950.00
Interest...................................... 334.81
Securities Sold............................... 596,130.07
Subscriptions receivable...................... 9,311.45
Total Assets................................................$35,943,791.29
LIABILITIES
Payables: Accrued Operating Expenses:
Accounting................................................. $341.00
Custodian.................................................. 1,746.43
Directors Fees............................................. 691.61
State Taxes................................................ 398.04
Advisory fee............................................... 23,649.39
Regulatory fees............................................ 2,916.24
Printing................................................... 2,603.73
Bond....................................................... 2,298.54
Transfer Agent-Fund Plan Services.......................... 2,495.91
Fund Pricing-Fund Plan Services............................ 2,624.12
Other...................................................... 2,883.80
--------------
$42,648.81
Securities Purchased...................................... 0.00
Redemptions Payable....................................... 2,000.00
Dividend distribution payable............................. 350,273.03
---------------
Total Liabilities......................................... $394,921.84
Net Assets at market, applicable to 1,151,714.035
outstanding shares after the dividend. There were 1,038,560.849 shares
before the dividend. There are eight million common shares authorized.
There is only one class of common stock. (note 3)
............................................................$35,548,869.45
</TABLE>
15
<PAGE>
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDING DECEMBER 31, 1996
INVESTMENT INCOME AND EXPENSE
<TABLE>
<CAPTION>
INCOME
<S> <C>
Dividends ..................................................... $547,492.50
Interest ...................................................... 215,400.44
--------------
Total Income .................................................. $762,892.94
EXPENSES
Management Fee (note 4) ....................................... $270,843.74
Custodian fees
United Missouri Bank .......................................... 20,715.69
State Taxes ................................................... 431.88
Accounting .................................................... 4,026.00
Directors ..................................................... 2,728.75
Filing Fees ................................................... 11,199.60
Postage and Printing .......................................... 13,377.00
Bond and Insurance ............................................ 6,747.54
Transfer Agent-Fund Plan Services ............................. 39,894.00
Fund Pricing-Fund Plan Services ............................... 29,280.00
Other ......................................................... 9,984.55
--------------
Total Expenses ................................................ $408,955.75
Net Investment Income ......................................... $353,937.19
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
REALIZED GAIN ON INVESTMENTS (NOTE 2B&5)
Proceeds from sales ........................................... $20,396,398.81
Cost of Securities Sold ....................................... 16,925,281.52
--------------
Net Realized Gain ............................................. $3,491,047.59
UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS:
Beginning of period ........................................... $4,737,419.85
End of period ................................................. 5,164,210.77
--------------
Total unrealized appreciation (depreciation) .................. $426,790.92
For the period.
Net realized and unrealized gain (loss)
on investments ................................................ $3,917,838.51
--------------
Net increase (decrease) in net assets
resulting from operations ..................................... $4,271,775.70
--------------
</TABLE>
16
<PAGE>
NEW ALTERNATIVES FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR END YEAR END
12/31/96 12/31/95
FROM INVESTMENT ACTIVITIES:
- ---------------------------
<S> <C> <C>
Net Investment income ...................... $353,937.19 $337,309.07
Net Realized gain from security
transactions ............................... 3,491,047.59 2,672,216.97
Unrealized appreciation
(depreciation) of investments .............. 426,790.92 2,342,681.73
-------------- --------------
Increase (decrease) in net assets
derived from investment activities ......... $4,271,775.70 $5,352,207.77
-------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS:
- ------------------------------
From net investment income
dividends to shareholders .................. (353,837.68) (337,415.81)
Distributions to
shareholders ............................... (3,491,018.44) (2,672,182.54)
FROM CAPITAL SHARE TRANSACTIONS:
- --------------------------------
Net increase (decrease) from capital
transactions (note 3) ...................... 2,886,185.03 1,524,960.89
INCREASE (DECREASE)
IN NET ASSETS: ............................. 3,313,104.61 3,867,570.31
NET ASSETS:
- -----------
At the beginning of the period ............. $32,235,764.84 $28,368,221.14
-------------- --------------
At the end of the period ................... $35,548,869.45 $32,235,791.45
============== ==============
</TABLE>
17
<PAGE>
NOTES TO FINANCIAL STATEMENT
FOR YEAR ENDING December 31, 1996
1) ORGANIZATION - The fund is registered as an open-end investment company
under the Investment Company Act of 1940, as amended. The fund commenced
operations September 3, 1982.
2) ACCOUNTING POLICIES - The following is a summary of significant accounting
policies consistently followed by the fund in the preparation of these
financial statements. The policies are in conformity with generally accepted
accounting principles:
A> SECURITY VALUATION - Listed investments are stated at the last sale price at
the closing of the New York Stock Exchange and the American Stock Exchange and
the NASD National Market System on December 31, 1996 and at the mean between
the bid and asked price on the over the counter market.
B> SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions
are accounted for on the trade date (date order to buy or sell is executed).
Realized gains and losses from security transactions are reported on a first
in, first out basis.
C> INVESTMENT INCOME AND EXPENSE RECOGNITION - Dividend income is recorded as
of the ex-dividend date. Expenses are accrued on a daily basis.
D> FEDERAL INCOME TAXES - No provision for federal income tax is believed
necessary since the fund intends to distribute all its taxable income to
comply with the provisions of the Internal Revenue Code applicable to
investment companies. The aggregate cost of the securities owned by the fund
on December 31, 1996 for federal tax purposes is $24,047,414.23.
3) CAPITAL STOCK - There are eight million shares of capital stock authorized.
On December 31, 1996 1,038,560.849 shares were issued and outstanding before
the dividend, and 1,151,714.035 shares after the dividend. Aggregate paid in
capital including reinvestment of dividends was $30,384,649.15. Transactions
in capital stock were as follows:
<TABLE>
<CAPTION>
Year End 12/31/96 Year End 12/31/95
----------------- -----------------
SHARES $ AMOUNT SHARES $ AMOUNT
<S> <C> <C> <C> <C>
Capital stock sold ...... 75,270.800 2,427,524.58 62,538.844 1,983,398.19
Capital stock issued
reinvestment of divdend.. 113,185.546 3,494,044.05 90,918.677 2,773,958.00
Redemptions ............. (93,430.127) (3,035,383.60) (105,027.331) (3,323,395.30)
------------ -------------- ------------- ---------------
Net Increase. ........... 95,026.219 $2,886,185.03 (48,430.190) ($1,524,960.89)
</TABLE>
4) MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES - Pursuant to an
agreement, Accrued Equities, Inc. serves as investment advisor to the Fund.
The Fund pays to Accrued Equities, Inc. an annual management fee of 1.00% of
the first $10 million of average net assets; 0.75% of the next $20 million;
and 0.50% of net assets over $30 million and 0.45% of assets over $100
million. If the net annual expenses of the Fund (other than interest, taxes,
brokerage commissions, extraordinary expenses) exceed the most restrictive
limitation imposed by any state in which the Fund has registered its
securities for sale (presently 2.5% in California) Accrued Equities reduces
its management fee by the amount of such excess expense. The expense ratio for
the year ending December 31, 1996 was 1.20%. The fund pays no renumeration to
its officers, each of whom is also an officer of Accrued Equities, Inc.
5) PURCHASES AND SALES OF SECURITIES - During the year period ended December
31, 1996, the aggregate cost of securities purchased totalled $17,228,615.60.
Net realized gains were computed on a first in, first out basis. The amount
realized on sales of securities for the year ended December 31, 1996 was
$20,396,398.81.
18
<PAGE>
APPLICATION FOR PURCHASE OF SHARES
===============================================================================
New Alternatives Fund, Inc. Phone (800) 423-8383 for General Inquiries
c/o Fund Plan Services, Inc. Phone (610) 239-4600 for Account Status
P.O. Box 61503
3200 Horizon Drive
King of Prussia, PA. 19406
I hereby remit $________________ ($2,500.00 minimum) to be applied toward the
purchase of shares and fractions thereof of New Alternatives Fund, Inc.
(the Fund).
Please register the shares as follows:
(PLEASE PRINT OR TYPE CLEARLY)
1. ACCOUNT REGISTRATION (check one)
Phone #_______________________________________________________________________
area code telephone
[ ] Individual _______________________________________________________________
first name middle initial last name
[ ] Joint Tenant _____________________________________________________________
first name middle initial last name
[ ] Gifts to Minors ______________________ as custodian for _________________
name of custodian
under the ______________________________ Uniform Gifts to Minors Act
Name of State
[ ] Other ____________________________________________________________________
Indicate name of corporation, other organization of fiduciary
capacity; if trustee, include date of trust instrument.
2. MAILING ADDRESS ___________________________________________________________
street
______________________________________________________________________________
city state zip
3. SOCIAL SECURITY (OR IDENTIFICATION) NUMBER ________________________________
(Use Social Security Number of
minor or custodian for minor
account.)
- ------------------------------------------------------------------------------
I have received a copy of the Fund's Prospectus dated April 30, 1997. I
understand that dividends and distributions will be reinvested in additional
shares unless payment in cash is requested in writing. I certify and affirm,
under penalty of perjury, the above tax number is correct. I am over the age
of eighteen.
X
______________________________________________________________________________
Signature of Applicant Signature of Joint Owner Date
Mail this form, when completed, to New Alternatives Fund, Inc., c/o
Fund Plan Services Inc., P.O. Box 61053, King of Prussia, PA 19406,
together with a check payable to the order of New Alternatives Fund,
Inc., drawn in US currency on a bank in the United States.
_______________________________________________________________________________
To Be completed by Broker, if any.
_______________________________________________________________________________
19
<PAGE>
TABLE OF CONTENTS
Prospectus Summary and Fee Table .......................................... 2
The Fund .................................................................. 4
Condensed Financial Data .................................................. 4
Investment Philosophy and Objectives ...................................... 5
Broad Definitions ......................................................... 5
Social and Environmental Implications ..................................... 5
The Problem Creates the Potential ......................................... 5
Illustrations of Technologies ............................................. 6
- -Photovoltaic ............................................................. 6
- -Conservation ............................................................. 6
- -Architectural ............................................................ 6
- -Natural Gas and Fuel Cells ............................................... 6
- -Biomass 6
- -Hydroelectric ............................................................ 7
- -Wind Turbines ............................................................ 7
- -Recycling ................................................................ 7
- -Additional Alternatives 7
Certain Restrictions ...................................................... 7
Management of the Fund .................................................... 7
Portfilio Managers ........................................................ 8
Custodian, Transfer Agent,
and Dividend Paying Agent ................................................. 8
Description of Shares ..................................................... 8
Reports to Shareholders / Inquiries ....................................... 9
Tax Status ................................................................ 9
Purchase of Shares ........................................................ 10
Retirement Plans and IRA Accounts ......................................... 11
Net Asset Value ........................................................... 11
Redemption of Shares ...................................................... 11
Legal Counsel ............................................................. 12
Pending Legal Proceedings ................................................. 12
Independent Accountant .................................................... 12
Financial Statement ....................................................... 13
Order Form ................................................................ 19
Purchase Shares Please Use
Order Form On Last Page
Of Prospectus (19)
[LOGO]
Printed on recycled paper
NEW ALTERNATIVES
FUND, INC.
[NEW ALTERNATIVES LOGO]
PROSPECTUS
APRIL 30, 1997
<PAGE>
PART B File 2-74436
File 811-3287
NEW ALTERNATIVES FUND
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Page No.
Item 10. Cover Page........................................... 34
Item 11. Table of Contents.................................... 35
Item 12. General Information and History...................... 36
Item 13. Investment Objectives and Policies(see Prospectuspg9) 37
Item 14. Management of the Registrant(see Prospectus pg 18).. 40
Item 15. Control Persons and Principal Holders Of Securities
(see Prospectus pg 23)............................... 42
Item 16. Investment Advisory and Other Services (see
Prospectus pg l8).................................... 43
Item 17. Brokerage Allocation................................. 47
Item 18. Capital Stock and Other Securities(see Prospectus)...
Item 19. Purchase, Redemption and Pricing of Securities Being
Offered (see Prospectus pg 26-31)....................
Item 20. Tax Status (see Prospectus pg 24)....................
Item 21. Underwriters......................................... 47
Item 22. Calculation of Yield Quotation of Money Market Funds. N/A
Item 23. Financial Statements(see Prospectus pg 3)............ N/A
<PAGE>
1
STATEMENT OF ADDITIONAL INFORMATION April 30, 1997
File 811 3287
NEW ALTERNATIVES FUND, INC. File 2 74436
150 BROADHOLLOW ROAD #306
MELVILLE, NEW YORK 11747
(516) 423-7373
(800) 423-8383
This Statement of Additional Information is not a prospectus and
should be read in conjunction with the prospectus of NEW
ALTERNATIVES FUND, INC., dated April 30, 1997. Requests for copies
of the prospectus should be made by writing to: NEW ALTERNATIVES
FUND, INC., 150 BROADHOLLOW ROAD, MELVILLE, NEW YORK 11747,
ATTENTION: CORPORATE SECRETARY: or by calling the number listed
above.
TABLE OF CONTENTS
STATEMENT OF ADDITIONAL INFORMATION
Page No.
(Registration)(Statement)
General Information and History.................... 22 (1)
Investment Restrictions........................... 23-24 (2)
Directors and Officers............................. 25-26 (4)
Control Persons and Principal Holders of Securities 26 (5)
Investment Manager................................. 27-28 (6)
Brokerage Services................................. 28 (7)
Underwriters....................................... 29 (8)
GENERAL INFORMATION AND HISTORY
The Certificate of Incorporation of the Fund was filed in New York, on January
17, 1978. The Fund was an inactive corporation until it commenced it's
activities as a mutual fund on September 3, 1982. The original name of the
corporation, The Solar Fund, Inc., was changed to its present name on August
6, 1982.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
2
(Item 13)
INVESTMENT RESTRICTIONS
The following investment restrictions are deemed to be fundamental policies of
the Fund. As such, the Fund may not, without the affirmative vote of a
majority of its shareholders*:
l. Borrow money except from banks for temporary or emergency purposes in
an amount not in excess of five percent (5%) of the market value of its total
assets (not including the amount borrowed); except that the fund will not
invest in portfolio securities while outstanding borrowing exceeds five
percent (5%) of the market value of its assets. The Fund does not intend to
borrow at all.
2. Purchase on margin or sell short or write or purchase put
or call options.
3. Pledge any of its assets except that up to ten percent
(10%) of the market value of its total assets may be pledged in
connection with borrowing permitted by (1) above. The Fund does
not intend to pledge any of its assets.
4. Lend any of its assets other than through the purchase of a portion of
publicly distributed notes, bonds, negotiable certificates of deposit or other
debt securities.
5. Underwrite or participate in any underwriting of securities, except to
the extent that, in connection with the disposition of portfolio investments,
the Fund may be deemed to be an underwriter under the federal securities law.
6. Buy more than ten percent (10%) of the outstanding voting
securities of any one issuer.
7. Buy securities of any company that (including its predecessors or
controlling persons) has not been in business at least three (3) continuous
years if such investment at the time of purchase would cause more than ten
percent (10%) of the total assets of the Fund (at market value) to be invested
in securities of such companies.
8. With respect to seventy-five percent (75%) of its assets (at market
value), invest more than five percent (5%) of such assets in securities of any
one issuer, other than the U.S. Government, its agencies or instrumentalities.
9. Buy or hold securities of any issuer if, to the knowledge of the Fund,
any Officer, Director or ten (10%) shareowner of the Manager owns individually
one-half (1/2) of one percent (l%) of a class of securities of such issuer,
and such persons owning one-half (1/2) of one percent (l%) of such class
together own beneficially more than five percent (5%) of such securities.
10. Purchase securities of any other investment company,
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
3
except as part of a merger, consolidation or other reorganization.
11. Participate, on a joint or joint and several basis, in
any trading account in securities.
12. Buy or sell any real estate, real estate mortgages,
commodities or commodity contracts.
13. Issue senior securities.
14. Invest more than ten percent (10%) of its total assets (at market
value) in securities the disposition of which would be subject to legal
restriction or securities for which there are no readily available market
quotations. The Fund does not intend to invest in any restricted securities or
securities for which there are not readily available market quotations.
15. The Company will not engage in arbitrage or trade for the
control or management of another company.
16. Purchase securities of companies outside the United
States.
17. Invest more than twenty-five percent (25%) of the Fund's assets in
any single industry; excepting the solar and alternative energy industry as
described in the "Investment Objectives" and "Choice of Companies for
Investments" sections of the prospectus in which the Fund will always invest
more than twenty-five (25%) percent of its assets excepting for defensive
periods.
17(A).(Texas) Invest in warrants, valued at the lower of cost or market,
may not exceed 5% of the value of the Fund's assets. Included within that
amount, but not to exceed 2% of the value of the Fund's net assets, may be
warrants which are not listed on the New York or American Stock Exchange.
Warrants acquired by the Fund in units or attached to securities may be deemed
to be without value. The Fund will not invest in oil, gas or other mineral
leases. The preceding restriction (17A) is meant to comply with rules of the
Texas Securities Department.
- ---------------------------------------------------------------
When computing compliance with the percentage restrictions recited in
paragraphs (l) through (17), changes in the values of the Fund's assets due to
market action, which cause such value to be in excess of percentage
limitations stated above, will not be considered violations of these
restrictions.
* A vote of a majority of outstanding securities shall be required,
pursuant to section (13a) of the Investment Company Act for any major changes
in policy or classification of securities or issuance of senior securities. A
"majority" of outstanding voting
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
4
securities is defined by Section 2(a)(42) of the Investment Company
Act of 1940 to mean the vote, at the annual or a special meeting of
the security holders of such company duly called, (a) 67 per centum
or more of the voting securities at such meeting, if the holders of
more that 50 per centum of the outstanding voting securities of
such company are present or represented by proxy; or (b) more than
50 per centum of the outstanding voting securities of such company,
whichever is less.
- ----------------------------------------------------------------
Item 14
DIRECTORS AND OFFICERS
*Maurice L. Schoenwald Age 76, member of New York
Director & (Chairman) (1947) & FLA (1978) Bar;
Vice President Founder New Alternatives
Longboat Key, Florida Fund, Inc.; author of art-
and BayShore, NY icles on legal and in-
vestment questions; former
faculty, Hofstra Univ.
*David J. Schoenwald Age 47, member of New York
Director, President Bar (1979); Fund
Secretary, Treasurer founder. Formerly re-
Huntington, New York porting staff of Newark
Star Ledger; now member,
Schoenwald & Schoenwald,
P.C., Attorneys; son of
Maurice L. Schoenwald
Arthur G Kaplan Age 73, admitted to
Director practice law, New York
Lake Oswego, Oregon (1951), Oregon (1956),
District of Columbia(1959);
formerly Assistant
Attorney General State of
Oregon; Asst. Counsel, two
U.S. Senate Subcommittees;
Special Counsel, Curtis
Publishing Co.; retired
as Director of Enforce-
ment, Office of Antiboy-
cott Compliance, U.S.
Dept. of Commerce.
Presently retired.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
5
Frank Tylinski Age 79, Industrial Eng-
Director ineer;Retired Great Neck,
New York as Pres., Tylinski
Associates, Inc.-Consul tants and
manufacturer's representatives of elect
ronic parts and supplies.
Sharon Reier Age 49, Financial Journ-
Director alist contributing to
Coconut Creek, Florida Business Week & Internat-
ional Herald Tribune. Former
Regional Editor Financial
World Magazine; Former
Editor with Board-Room;
former contributing editor
Institutional Investor;
formerly staff of Forbes
and American Banker.
Dorothy Wayner Age 59, President,
Director Dwayner/Communications/
New York Advertising/ and
Publishing,NY. MBA-New York University:
member and former officer board
director of Advertising Women of New
York, a private organization; President
Kaleidoscope Kids Inc., a non-profit
organization promoting creativity in
middle school kids.
Lee Clayton Age 70, R.N., M.S.; First
Director Fund Investor.Member Sierra
Huntington, New York Club and Nature Conservancy
Dudley Clayton Age 73,
Director Graduate education
Huntington, New York in Horticulture. Present
Director & retired
superintendent of
Pinelawn Memorial Park.
Outdoorsman and
environmentalist.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
6
Daniel Wolfson Age 35, Former Resource Manager,
Director Farm & Wilderness Foundation
Woodstock, Vermont Plymouth, VT. Developed
forest & Wildlife habitat
for conservation area. B.S.
Environmental studies,
Hampshire College; M.S.
Resource management, Antioch
University. Medical Student at
University of Vermont.
*Persons marked are interested persons within the meaning of the Investment
Company Act of 1940.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
7
Item 15
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
The following persons own of record, or beneficiary 5% or more of the Funds
shares:
% OF TOTAL
NAME OWNERSHIP #SHARES ON 12/31/96
---- -------- ------- ------------
none
The number of shares and percentage of the total number of shares owned by
record or beneficially by the directors and officers of the Fund are
respectively 12,966. shares; 1.13%.
Item 16
INVESTMENT MANAGER
The Investment Manager is Accrued Equities, Inc., of 150 Broadhollow
Road, Melville, New York 11747, Telephone Number 516-423-7373. This is a New
York Corporation, organized in 1954.
The original investment clients of Accrued Equities, Inc. were
limited to legal clients of Maurice L. Schoenwald. Since 1966 the
company has offered investments to the public.
The controlling stockholder and Vice President of the Investment Manager is
David J Schoenwald. He is also President of the Fund. David J. Schoenwald is
presently serving as legal counsel to Accrued Equities Inc. David J.
Schoenwald is a member of the law firm of Schoenwald & Schoenwald, P.C.
Maurice L Schoenwald is President of the Investment Manager and Chairman
of the Board of Directors of the Fund. He is a minority stockholder of Accrued
Equities Inc.
Under the Management Agreement, the Manager receives a monthly fee from
the Fund at the following annual rates based on the average net assets of the
Fund at the end of each month:
ANNUAL RATE ASSETS
1%..............................First $10 million
.75%..............................Amounts over $10 million
.50%..............................Amounts over $30 million
.45%..............................Amounts over $100 million
Such fee is higher than that of some other mutual funds. For
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
8
the year ended December 31, 1996 the manager/advisor received $270,843 for its
advisory fee. For the year ended December 31, 1995 the manager received
$250,562 for its advisory fee. For the year ended December 31, 1994 the
manager received $249.899 for its advisory fee. For the year ended December
31, 1993 the manager received $249.232 for its advisory fee. For the year
ended December 31, 1992 the manager received $207,640 for its advisory fee.
In addition to the management fee, the Fund pays other expenses incurred
in its operation including, among others, taxes, brokerage commissions, fees
of directors who are not affiliated with the manager, securities registration
fees, charges of custodians, shareholder services and transfer agent services,
dividend disbursing and reinvestment expenses, auditing and legal expenses,
the typesetting costs involved in the printing of the Prospectus sent to
existing shareowner, costs of shareowner's reports, and the cost of corporate
meetings. Sales expenses, including the cost of printing prospectuses for
distribution to non-shareholders are paid for by the manager.
Under the Management Agreement, if total expenses of the Fund for any
fiscal year, including the management fee, but excluding interest, taxes,
brokerage commissions and extraordinary expenses excludable by state laws,
exceed the applicable expense limitations set by state securities regulations
in those states in which the company may make regular sales, the Manager will
reduce its compensation by the amount by which such expenses exceed state
limitations. The Fund, at present, will not offer its shares in states with
expense limits of lower than two percent (2%) of net asset value.
The Manager will, as required, lease at the expense of the Fund office
space. Other Fund expenses include the cost of telephone equipment, and
supplies and customary clerical and professional services including
preparation of reports, forms, tax returns, distributions, shareholder
inquiries, net asset valuations, bookkeeping and like services.
The Management Agreement was approved by the Fund's Board of Directors
(including a majority of Independent Directors) and by the Fund`s Shareholders
on September 27, 1996.
The Management Agreement must be approved each year by (a) a vote of the
Board of Directors of the Fund, or (b) a vote of the shareowner, and in either
case, by a majority of the independent directors. Any changes in the terms of
the Management Agreement must be approved by the shareowner. The Management
Agreement automatically terminates upon its assignment. In addition, the
Management Agreement is terminable at any time without penalty by the Board of
Directors of the Fund or by a vote of the holders of a majority of the Funds
outstanding shares (as defined above) on sixty (60) days notice of the Manager
and by the manager on sixty days notice to the Fund.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
9
Item 17
BROKERAGE SERVICES
Accrued Equities, Inc., is a registered broker/dealer, but it will not
engage in brokerage or equity securities of the type which would be included
in the Fund's portfolio. No officer or Director of the Fund or its distributor
is associated with any firm having an economic interest in general stock
brokerage activities.
The choice of a broker will be made by the Manager without benefit to any
director or controlling person. Allocation of brokerage transactions,
including their frequency, will be made in the best judgement of the Manager
and in a manner deemed fair and reasonable to the shareholders, rather than by
any formula.
The primary consideration in all portfolio securities transactions is
prompt and reliable execution of orders at the most favorable net price.
However, as long as the primary consideration is satisfied, the manager may
give consideration in the selection of broker/dealers to the research provided
(including analysis and reports concerning issuers, industries, securities,
economic factors and trends) by such firms, and payment may be made of a fee
higher than that charged by another broker/dealer which does not provide
research services, provided the Manager deems such allocation of brokerage to
be fair and reasonable to the shareholders.
Item 18. Capital Stock: See Prospectus.
Item 19. Purchase, Redemption and Pricing: See Prospectus.
Item 20. Tax Status: See Prospectus.
Item 21
UNDERWRITERS
The principal distributor of the Fund is Accrued Equities, Inc. of 150
Broadhollow Road, Melville, New York 11747. Fund shares are offered on a best
efforts continuous basis. The aggregate commissions for the year ended
December 31, 1992 were $268,193 and the amount retained by Accrued Equities
Inc. was $127,323. The aggregate commissions for the year end December 31,
1993 were $189.968 and the amount retained by Accrued Equities Inc. was
$96,992.69. The aggregate commissions for the year end December 31, 1994 were
$94,698.24 and the amount retained by Accrued Equities Inc. was $55,427.66.The
aggregate commissions for the year ended December 31, 1995 were $80,748 and
the amount retained by Accrued Equities Inc. was $39,855. The aggregate
commissions for the year ended December 31, 1996 were $96,937. and the amount
retained by Accrued Equities was $48,539.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
10
PERIOD ENDING 12/31/96 COMPENSATION OF ACCRUED EQUITIES INC.
NAME OF UNDERWRITING COMPENSATION OTHER
PRINCIPAL DISCOUNTS AND ON REDEMPTION BROKERAGE COMPEN-
UNDERWRITER COMMISSIONS AND REPURCHASE COMMISSION SATION
Accrued
Equities,Inc. $48,539 -0- -0- *$270,843
*Advisory fee
Item 22. Calculation of Performance Data: See Annual Financial
Report. December 31, 1996.
Item 23. Financial Statements of Fund: See Prospectus. Complete audited
financial statements are part of the Prospectus. See Prospectus. All directors
presently receive $300 per year, except those affiliated with the Investment
Advisor. Directors travelling more than 500 miles once a year to the annual
meeting may have actual reimbursement for travel expense. This data appear in
the annual proxy statement to shareholders. Such affiliated persons receive
all compensation from the Investment Advisor and Principal Underwriter. No
other person or entity is compensated by the registrant excepting those
entities and persons as named in the Prospectus and financial statement.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
Kenneth D Katz
Certified Public Accountant
64 North Park Avenue
Rockville Centre, NY 11570
REPORT AND CONSENT OF INDEPENDENT ACCOUNTANT
To the Shareowners and Directors
of
New Alternatives Fund, Inc.
With reference to the Registration Statement (Form N-lA) of New
Alternatives Fund, Inc., I hereby consent to the use of my report
dated January 31, 1997 for the period ending December 31, 1996
appearing in the Prospectus, constituting a part of such
registration statement, when such report is accompanied by the
financial statements referred to therein. I also consent to the
reference to myself in the Prospectus.
The examination referred to in the above mentioned report included
an examination of the supporting statements of this Registration
Statement and, in my opinion, such supporting statements presents
fairly the information required to be set forth therein in
conformity with generally accepted accounting principles.
/S/_________________________________
KENNETH D. KATZ, C.P.A.
Rockville Centre, New York
March 13th 1997
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Act of l940, the Registrant has caused this post-effective amendment to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the Village of Melville, of the State of New
York, on the 21st day of March 1997.
NEW ALTERNATIVES FUND, INC.
BY: /S/
David J Schoenwald
Pursuant to the requirements of the Securities Act of l933 and the Investment
Act of l940, the Registration Statement has been signed below by the following
persons in their capacities and on the dates indicated.
SIGNATURES TITLE DATE
/S/__________________ President, Director 3/21/97 David J Schoenwald
David J Schoenwald
/S/__________________ Vice President, 3/17/97 Maurice L Schoenwald
Maurice L Schoenwald Director (Chairman)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Act of 1940, the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
----------- ----- ----
<S> <C> <C>
/S/
- ---------------------- President and 3/21/97
David J. Schoenwald Director
/S/
- ----------------------- Vice President,Secre- 3/17/97
Maurice L. Schoenwald tary, Treasurer and
Director
/S/
- ----------------------- Director 3/27/97
Arthur Kaplan
/S/
- ----------------------- Director 3/17/97
Frank Tylinski
/S/
- ----------------------- Director 3/26/97
Sharon Reier
/S/
- ----------------------- Director 3/18/97
Dorothy Wayner
/S/
- ----------------------- Director 3/17/97
Dudley Clayton
/S/
- ----------------------- Director 3/17/97
Lena Clayton
/S/
- ----------------------- Director 3/18/97
Daniel Wolfson
*Maurice L. Schoenwald as Attorney in Fact by Power of file incorporated by
reference
</TABLE>
<PAGE>
PART C
File 2 74436
File 811 3287
OTHER INFORMATION
NEW ALTERNATIVES FUND, INC.
Item 24: Financial Statements and Exhibits
(a) All financial statements are included in the Prospectus
(b) (1) Charter as now in effect. Exhibit #1 (Previously filed-
but refiled herein for Edgar)
(2) By-Laws, Exhibit #2 (Previously filed, but refiled herein for Edgar)
(3) Voting trust. Not applicable.
(4) Specimen stock certificate and specimen form of acknowledgement of
shares (Previously filed).
(5) Copy of Investment Management Agreement. Exhibit #4 (Previously
filed, but refiled herein for Edgar).
(6) Copy of Underwriting Agreement. Exhibit #5 (Previously filed).
(Amendment(s) previously filed) Refiled herein for Edgar).
Sales Agreement previously filed
(7) Profit Sharing and related plans. None.
(8) Copy of Custodian Agreement -(previously filed-United Missouri Bank)
(9) Copies of Material Agreements. Not applicable.
(10) Opinion of counsel. Exhibit #6.
(11) Other opinions and Consents Exhibits #7 and #8 (Previously filed)
Consent of Accountant).
(12) Financial Statements Part 17. (Included in Prospectus).
(13) Copies of agreements in connection with original capital. Exhibit #9
(Previously filed).
(14) Copies of Model Plan, etc. Not applicable.
(15) Copies of 12b-1 plan. None.
<PAGE>
File 2-74436
811-3287
Item 25:
- --------
Persons controlled by or under Common Control with the registrant. This
section is not applicable, excepting that David J. Schoenwald is the
controlling (53%) stockholder of Accrued Equities, Inc. Maurice l Schoenwald
is a minority (47%) stockholder of Accrued Equities Inc. Maurice L. Schoenwald
is Vice President and Chairman of the Board of Directors of the Fund and owns
5009 shares or 0.04% of the Fund of record and beneficially. David J.
Schoenwald, President of the Fund and the son of Maurice L.
Schoenwald, owns 1693 shares(.01) the Fund.
Item 26:
- --------
There is only one class of securities, common stock, at one dollar par value.
There were 2572 holders of record of such shares on December 31, 1996.
Item 27:
- --------
In the event of a claim in connection with the securities registered, the
registrant will, unless in the opinion of Counsel the matter may be settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether or not indemnification is consistent with public policy as
expressed in the securities laws that may be applicable and will be governed
by the final adjudication of such issue. On September 1, 1996 customary
Directors and Officers Insurance was renewed with Reliance Insurance Company,
Philadelphia, Pa. Such insurance policy requires and provides that the company
(Fund) have in effect by-laws and resolutions or provisions providing for
indemnification to the Insured permitted and or required under applicable law.
The Board of Directors approved all change in documents necessary to obtain
such insurance. The Board of Director, ratified the fund's insurance selection
at the directors meeting on September 27, 1996. There are now in effect
provisions for indemnification of officers and directors to the extent
permitted or required under all applicable laws, including requirements of the
Securities Act of 1933 and all of the rules and regulations thereunder.
<PAGE>
Item 28: File 2-74436
- -------- 811-3287
David J. Schoenwald is President of Accrued Equities Inc., and an attorney
licensed in the State of New York. The business address of Accrued Equities
Inc. and David J. Schoenwald is 150 Broadhollow Road, Melville, New York,
11747. Maurice L. Schoenwald, is Secretary of Accrued Equities, Inc., and an
attorney in private practice. Accrued Equities, Inc., has managed in the past
real property, loans, mortgages, and has been broker-dealer in investment
contracts and a broker of investment contracts for receiverships initiated by
the Securities Exchange Commission. The business address of Maurice L.
Schoenwald is 5270 Gulf of Mexico Dr., Long Boat Key, FL 34228.
Item 29:
- --------
The only Underwriter is Accrued Equities, Inc. Its relationship and history are
described in the Prospectus. There are no other underwriting relationships.
The President and majority shareholder of the underwriter is David J.
Schoenwald, of 150 Broadhollow Road, Melville, New York 11747. He is also
President of the Fund. The Vice President and minority shareholder of the
underwriter is Maurice L Schoenwald, of 5270 Gulf of Mexico Drive, Long Boat
Key, FL. He is Secretary of the Fund and Chairman of the Board of Directors of
the Fund. The underwriting is on a "best efforts" basis only. Checks for the
purchase of securities by the investors shall be made payable directly to the
"Fund". The role of the Underwriter is to organize, finance, manage,
advertise, promote, provide clerical services, administrative services, to act
as investment manager and to develop and control relationships with
broker/dealers when and if they arise. The "Fund" will pay the Underwriter as
described in the Prospectus. As sales agreements are executed with other
licensed and qualified broker/dealers, payments to them will be deducted from
the payments due Accrued Equities, Inc. There are no fees, commissions
earnings past or future not fully described in the Prospectus.
Item 30:
- --------
<PAGE>
All books and records required will be in the care of David J Schoenwald,
President of the "Fund", or Maurice Schoenwald, Secretary of the Fund at 150
Broadhollow Road, Melville, NY 11747, except those within possession of the
Custodian described in the prospectus.
Item 31
- -------
There is no management service contract excepting those services described in
the Prospectus and exhibit four (previously filed).
UNDERTAKING
Item 31
- -------
(a) N/A
Item 33:
- --------
Synopsis..............(see Part A, Page 5 and 6).
<PAGE>
Item 24 File 2 74436
File 811 3287
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
THE SOLAR AND ALTERNATIVE ENERGY FUND, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
MAURICE L. SCHOENWALD, being the President and Chairman of the
Board of Directors of THE SOLAR AND ALTERNATIVE ENERGY FOND, INC.
and DAVID J. SCHOENWALD, being the Secretary of THE SOLAR AND
ALTERNATIVE ENERGY FUND, INC. hereby certify and set forth:
1. The name of the Corporation is THE SOLAR AND ALTERNATIVE
ENERGY FUND, INC. The name under which the Corporation was formed
was THE SOLAR FUND, INC.
2. The Certificate of Incorporation of THE SOLAR FUND, INC.
was filed with the Department of State on the 17th day of January,
1978.
3. The Certificate of Incorporation of THE SOLAR FUND, INC.
was amended by the filing of a Certificate of Amendment with the
Department of State on the 4th day of August, 1981.
4. The Certificate of Incorporation of THE SOLAR FUND, INC.
was restated by the filing of a restated Certificate of Incorporation with the
Department of State on the 2nd day of September, 1981.
<PAGE>
5. The Certificate of Incorporation of THE SOLAR FUND, INC.
was amended, so as to change the corporate name to THE SOLAR AND
ALTERNATIVE ENERGY FUND, INC. by the filing of a Certificate of
Amendment on February 10, 1982.
6. The Certificate of Incorporation of THE SOLAR AND
ALTERNATIVE ENERGY FUND, INC. is hereby amended to:
a) change its name to:
NEW ALTERNATIVES FUND, INC.
7. Paragraph (1) of the restated certificate is amended as
follows:
1. The name of the Corporation is New Alternatives Fund,
Inc.
8. The manner in which this amendment to the restated
Certificate of Incorporation of THE SOLAR AND ALTERNATIVE ENERGY
FUND, INC. was authorized was by the affirmative vote of the sole
shareholder, MAURICE L. SCHOENWALD, at a meeting of the shareholder
of THE SOLAR AND ALTERNATIVE ENERGY FUND, INC. duly called and held
on the 27 day of July 1982.
IN WITNESS WHEREOF, the undersigned have executed and signed
this certificate this 27 day of July, 1982.
MAURICE L. SCHOENWALD:President
& Board Chairman
DAVID J. SCHOENWALD: Secretary
-2-
<PAGE>
Restated Certificate of Incorporation
of
THE SOLAR FUND, INC.
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
The undersigned, being the sole incorporator and shareholder, officer
and director of THE SOLAR FUND, INC., pursuant to section 807 of the Business
Corporation Law of the State of New York, does hereby restate, certify and set
forth:
(1) The name of the corporation is THE SOLAR FUND. INC.
(2) The certificate of incorporation was filed by the De-
partment of State on the 17th day of January, 1978.
(3) The certificate of incorporation of THE SOLAR FUND, INC.,
was amended on the 4th day of August, 1981.
(4) The text of the certificate of incorporation, as amended
heretofore, is hereby restated without further amendment or change to read as
herein set forth in full.
<PAGE>
(Restated) Certificate of Incorporation of
THE SOLAR FUND, INC.
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is
THE SOLAR FUND, INC.
(2) The purpose or purposes for which this corporation is formed,
are as follows, to wit:
(A) A common fund or investment company or small business
investment company for investment in entities producing or intending to or
seeking to produce electricity or energy or devices or inventions for
production, capture, exploitation or utilization of such energy or electricity
from solar cells, solar radiation, thermal sources, meteorological sources,
marine (including wave action) sources, forests, alcohol, methane, coal gases,
agricultural products or new sources and companies producing or attempting to
produce or process or collect raw materials or parts of or machines in
connection therewith, including investment in companies which may also have
substantial non-solar and non- energy or electricity producing interests and
such other business activities as are lawful.
The Corporation, in furtherance of its corporate purposes above set
forth, shall have all of the powers enumerated in Section 202 of the Business
Corporation Law, subject to any limitations provided in the Business Corporation
Law or any other statute of the State of New York.
...Page 2...
<PAGE>
(3) The office of the Corporation is to be located in the Village
of Great Neck, County of Nassau, State of New York.
(4) The aggregate number of shares which the Corporation shall
have the authority to issue is three hundred thousand (300,000) shares of ONE
DOLLAR ($1.00) par value stock.
There shall be no preemptive rights.
Share Restrictions; Conditions; and Provisions
(a)(l) The holders of the Common Stock shall be entitled to receive pro
rata the net distributable assets of the Corporation on liquidation.
(a)(2) The Directors may redeem at net asset value the shares or
fractional shares of any shareholder or fractional shareholder if the
Corporation deems that such shareholding is so small that the maintenance of the
Interest of that shareholder's interest is, in the opinion of the Directors, not
in the best interest of the Corporation. This provision is limited to
shareholders whose shares have a net asset value of less than five thousand
dollars ($5,000.00).
...Page 3...
<PAGE>
(b) Dividends, when, as and if declared by the Board of Directors
shall be shared equally by the holders of Common Stock on a share for share
basis including fractional shares. Unless a holder of Common Stock directs
otherwise, any such dividends so declared and distributed shall be
automatically reinvested in full and fractional shares of the Corporation;
provided, however, that the Board of Directors may direct that any such
dividends be paid to said holder, or, alternatively, may direct that any such
dividends be paid rather than so reinvested unless such holder elects to have
them reinvested.
(c) Holders of Common Stock shall have the right, at any time
after purchase by and delivery to the Underwriters of the shares issued
pursuant to the initial public offering of the Common Stock of the Corporation,
and when the Corporation has funds or property legally available there for, to
require the Corporation to redeem their shares at a redemption price per share
equal to the net asset value per share of the Corporation's Common Stock as
determined pursuant to the Bylaws and the requirements of the Investment
Company Act and the laws of the State of New York.
...Page 4...
<PAGE>
Tender of shares shall be in accordance with the requirements if the
Bylaws and the Investment Company Act of 1940.
Upon Such tender, the registered certificate holder shall cease to have
the Status and rights of a Stockholder, and as soon as reasonably Practicable
after Such tender, and, in any event, within Seven days thereafter the
Corporation shall pay or cause to be paid to said registered certificate holder
the redemption price.
If, at any time, the Board of Directors shall determine that economic
conditions Would make it detrimental to the best interests of the remaining
stockholders of the Corporation to make payment of the redemption price wholly
or partly in cash, the Corporation may pay the redemption price in whole or in
part by a distribution in kind of securities from the portfolio of the
Corporation, in lieu of cash, such securities to be valued for this purpose at
the same value employed in determining the net asset value per share applicable
to such redemption, and to be selected in such manner as the Board of Directors
may deem fair and equitable.
Notwithstanding the foregoing, the Corporation may Postpone payment or
deposit of the redemption price and may suspend the right of the holders of
Common Stock to require the Corporation to redeem shares of Such Common
Stock in accordance With the Bylaws or the requirements of the investment
Company Act of 1940.
...Page 5...
<PAGE>
(d) The value of the net assets of the Corporation, as of any relevant
time, shall be determined in accordance with generally accepted accounting
principles, the Bylaws and the requirements of the Investment Company Act of
1940.
Securities and other assets for which market quotations are not readily
available will be valued at their fair value, as determined by or under the
authority of the Board of Directors.
The Corporation may suspend the determination of net asset value during
any period when it may suspend the right of the holders of Common Stock to
require the Corporation to redeem shares of such Common Stock to the extent the
same is authorized or required by any law or regulatory agency.
(e) Shares of Common Stock shall be issued from time to time either
for cash or for such other considerations (which may be in any one or more
instances a certain specified consideration or certain specified considerations)
as the Board of Directors, from time to time, may deem advisable, in the manner
and to the extent now or hereafter permitted by the laws of the State of New
York, provided, however, that the consideration (or the value thereof as
determined by the Board of Directors) per share to be received by the
Corporation upon the issuance or sale of any share of its Common Stock shall not
be less than the par value thereof and not less than the net asset value per
share of the Corporation's Common Stock.
...Page 6...
<PAGE>
(5) "FIFTH": The Secretary of State is designated as agent
of the Corporation upon whom process against it may be served. The
post office address to which the Secretary of State shall mail a copy of any
process against the corporation served upon him is
c/o MAURICE L. SCHOENWALD, Attorney
8 Nirvana Avenue
Great Neck, N.Y. 11023
(6) "SIXTH":
(a) The Corporation may enter into a written contract with one more
persons (which term shall include any firm, corporation, trust or association),
hereinafter referred to as the "Investment Manager", to manage the assets of the
Corporation and to perform such functions as the Board of Directors may deem
reasonable and proper, including without limitation, management, research,
clerical and administrative functions. Any such contract shall be subject to
the approval of those persons required by the Investment Company Act of 1940 to
approve such contract, and shall be terminable at any time upon not more than
sixty (60) days' notice by resolution of the Board of Directors or by vote of a
majority of the holders of Common Stock.
Any such contract may be made with any firm or corporation in which any
director or directors of the Corporation may be interested. The compensation of
the investment Manager may be based upon a percentage of the value of the net
assets of the Corporation as may be provided in such contracts.
...Page 7...
<PAGE>
(b) The Board of Directors shall have authority to appoint and enter
into written contract or contracts with an Underwriter or distributor or
distributors as agent or agents for the sale of shares of the Fund and to pay
such underwriter, distributor or distributors and agent or agents as the Board
of Directors may in its discretion deem reasonable and proper. Any such
contract may be made with any firm or corporation, including without
limitation, the Investment Manager, or any firm or corporation in which any
director or directors of the Corporation or the Investment Manager may be
advised.
(c) The number of directors of the Corporation shall be fixed from time
to time in the manner provided by the Bylaws of the Corporation.
(d) The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of its
directors and stockholders:
(1) All corporate powers of the Corporation shall be exercised by the
Board of Directors except as otherwise provided by law; provided, however,
subject to the provisions of this Certificate of Incorporation, the Board of
Directors may delegate the management of the assets of the Corporation and such
other functions as it may deem reasonable and proper to the Investment Manager,
pursuant to a written contract. The board of Directors may, by resolution or
...Page 8...
<PAGE>
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation, which, to the extent provided in said resolution or resolutions or
in the Bylaws of the Corporation, shall have and may exercise the powers of the
Board of Directors and in the management of the business and affairs of the
Corporation, and may have power to authorize the seal of the Corporation to be
affixed to all papers which may require it.
(2) The board of Directors is hereby empowered to authorize the
issuance from time to time of common shares of stock, whether now or hereafter
authorized, for such consideration as the Board of Directors may deem
advisable, subject to such limitations and restrictions as may be set forth in
this Certificate of Incorporation or in the Bylaws of the Corporation or in the
laws of the state of New York. The Board of Directors may seek the
authorization of further common shares of the same class as authorized herein
without notice to stockholders.
(3) The stockholders and directors may hold their meetings and
have an office or offices outside the State of New York, and the books of the
Corporation may be kept (subject to any provision contained in any applicable
statute) outside the State of New York at such p]ace or places as may be from
time to time designated by the Board of Directors.
...Page 9...
<PAGE>
vote of stockholders at a meeting thereof is required or permitted to be taken
for or in connection with any corporate action, the meeting and vote of
stockholders may be dispensed with, provided such Corporate action is taken by
written consent of the holders of Common Stock leaving a majority of the shares
of Common Stock of the Corporation issued and outstanding, and provided further
that prompt notice is given to all stockholders of the Corporation of the
taking of corporate action without a meeting and by less than unanimous written
consent.
(5) The Board of Directors shall have the power to make, alter,
amend or repeal the Bylaws of the Corporation, and to adopt any new Bylaws
except to the extent that the Bylaws or the laws of the State of New York may
otherwise provide; provided, however, that any such Bylaws may be altered,
amended or repealed or new Bylaws may be adopted by the stockholders of the
Corporation. The Board of Directors may, if there is no objection, meet by
telephone conference.
(6) The Board of Directors may, by resolution, determine to
dissolve the Corporation by liquidation of assets and redemption of all shares
and fractional shares.
(a) The Board of Directors may make all necessary application
filings and amendments from time to time to increase the number of authorized
common shares without the authorization or consent of shareholders.
...Page 10...
<PAGE>
(7) The Board of Directors shall have power from time to time to
set apart out of any funds of the Corporation, a reserve or reserves for any
proper purpose and to abolish any such reserve -
(8) The Board of Directors from time to time shall determine
whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books of the Corporation, or any of
them, shall be open to the inspection of the stockholders, and no stockholder
shall have any right to inspect any account, book or document of the
Corporation except as conferred by statute or as authorized by resolution of
the Board of Directors or required by the Investment Company Act of 1940 or any
other applicable law.
(9) The directors may make any amendments to the Certificate of
Incorporation permitted by Section 803 of the Business Corporation Law of the
State of New York without the consent or vote of the Shareholders to meet the
requirements of any federal or state regulatory body.
...Page 11...
<PAGE>
(7) "SEVENTH":
The Corporation may indemnify any person to the extent permitted by law
and the requirements of any governing regulatory agency or commission.
________x ___________
The amendment and restatement of the Certificate of Incorporation was
authorized by the vote of its incorporator, officer and director, MAURICE L.
SCHOENWALD, at a meeting held on June 17, 1981.
No shares of THE SOLAR FUND, INC. have yet been issued.
IN WITNESS WHEREOF, the undersigned have executed, signed,
and verified this certificate this 19 day of August, 1981.
/s/ Maurice L. Schoenwald
--------------------------------
MAURICE L. SCHOENWALD
Sole President, Incorporator,
Director & Shareholder
VERIFICATION
STATE OF NEW YORK )
COUNTY OF NASSAU ) .ss.
MAURICE L. SCHOENWALD, being duly sworn deposes and Says, that he is
the Sole Officer, President, Incorporator, Director and Share- holder of The
Solar Fund, Inc., the corporation named in and described in the foregoing
certificate. That he has read the foregoing certificate and knows the contents
thereof, and that the same is true of his own knowledge, except as to the
matters therein Stated to be alleged upon information and belief, and as to
those matters he believes it to be true.
/s/ Maurice L. Schoenwald
-------------------------------
Sworn to before me this MAURICE L. SCHOENWALD
day of Aug 19, 1981.
... Page 12...
<PAGE>
RESTATED
CERTIFICATE OF INCORPORATION
OF
THE SOLAR FUND, INC.
Under Section 807
of the Business Corporation Law
SCHOENWALD & SCHOENWALD
Attorneys At Law
295 Northern Boulevard
Great Neck N.Y. 11021
(516) 466-0808
<PAGE>
State of New York } ss. 34187
Department of State }
I hereby certify that I have compared the annexed copy with the original
document filed by the Department of state and that the same is a Correct
transcript of said original.
Witness my hand and seal of the Department of State on AUG 4 1981
Secretary of State
GO2O-504 (12/78)
<PAGE>
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
THE SOLAR FUND, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, being the sole incorporator and shareholder,
officer and director of The Solar Fund, Inc., pursuant to section 805 of the
Business Corporation Law of the State of New York, does hereby certify and set
forth:
(1) The name of the corporation is The Solar Fund, Inc.
(2) The certificate of incorporation was filed by the Department
of State on the 17th day of January, 1978.
(3) The certificate of incorporation is amended to effect the
following amendments authorized by the Business Corporation Law:
(A) The certificate of incorporation (Paragraph "FOURTH"
thereof) of The Solar Fund, Inc. is hereby amended, pursuant to Section 801(b)
(9) of the Business Corporation Law, to increase the par value of the authorized
and issued shares from No Par Value to ONE ($1.00) DOLLAR per share.
<PAGE>
(B) The certificate of incorporation (Paragraph "FOURTH" thereof) of
The Solar Fund, Inc. is hereby amended, pursuant to Section 801(b)(7) of the
Business Corporation Law, to effect an increase in the aggregate number of
shares which the corporation Shall have authority to issue from TWO HUNDRED
(200) shares without par value to THREE HUNDRED THOUSAND (300,000)
shares with ONE ($1.00) DOLLAR per share par value.
(C) The certificate of incorporation (Paragraph "FOURTH" thereof) of
The Solar Fund, Inc. is hereby amended, pursuant to Section 801 of the Business
Corporation Law to exclude all preemptive rights.
(D) The.certificate of incorporation (Paragraph "FOURTH" thereof) of
The Solar Fund, Inc. is hereby amended pursuant to Section 80l(b)(12) to define
restrictions, conditions and provisions of its common shares as follows:
(a) (I) The holders of the Common Stock shall be entitled to
receive pro rata the net distributable assets of the Corporation on liquidation.
(a) (2) The Directors may redeem at net asset value the shares
or fractional shares of any shareholder or fractional shareholder if the
Corporation deems that such shareholding is so small that the maintenance of
the interest of that shareholder's interest is, in the opinion of the
Directors, not in the best interest of the Corporation. This provision is
limited to shareholders whose Shares have a net asset value of less than five
thousand dollars ($5,000.00).
...Page 2...
<PAGE>
(b) Dividends, when, as and if declared by the Board of Directors Shall
be shared equally by the holders of Common Stock on a share for share basis
including fractional shares. Unless a holder of Common Stock directs otherwise,
any such dividends so declared and distributed shall be automatically reinvested
in full and fractional shares of the Corporation; provided, however, that the
Board of Directors may direct that any such dividends be paid to said holder,
or, alternatively, may direct that any such dividends be paid rather than so
reinvested unless such holder elects to have them reinvested.
(c) Holders of Common Stock shall have the right, at any time after
purchase by and delivery to the Underwriters of the shares issued pursuant to
the initial public offering of the Common Stock of the Corporation, and when the
Corporation has funds or property legally available therefor, to require the
Corporation to redeem their shares at a redemption price per share equal to the
net asset value per share of the Corporation's Common Stock as determined
pursuant to the Bylaws and the requirements of the investment Company Act and
the laws of the State of New York.
...Page 3...
<PAGE>
Tender of shares Shall be in accordance with the requirements of the
Bylaws and the Investment Company Act of 1940.
Upon such tender, the registered Certificate holder shall
cease to have the Status and rights of a stockholder, and as soon as reasonably
practicable after such tender, and in any event, within seven days thereafter
the Corporation shall pay or cause to be paid to said registered Certificate
holder the redemption price.
If, at any time, the Board of Directors shall determine that economic
conditions would make it detrimental to the best interests of the remaining
Stockholders of the Corporation to make payment of the redemption price wholly
or partly in cash, the Corporation may pay the redemption price in whole or in
part by a distribution in kind of Securities from the portfolio of the
Corporation, in lieu of cash, such Securities to be valued for this purpose at
the same value employed in determining the net asset value per share applicable
to such redemption, and to be selected in such manner as the Board of Directors
may deem fair and equitable.
Notwithstanding the foregoing, the Corporation may postpone payment or
deposit of the redemption price and may suspend the right of the holders of
Common Stock to require the Corporation to redeem shares of such common
Stock in accordance with the Bylaws or the requirements of the Investment
Company Act of 1940.
...Page 4...
<PAGE>
(d) The Value of the net assets of the Corporation, as of any relevant
time, Shall be determined in accordance with generally accepted accounting
principles, the Bylaws and the requirements of the Investment Company Act of
1940.
Securities and other assets for which market quotations are not readily
available will be valued at their fair Value, as determined by or under the
authority of the Board of Directors.
The Corporation may Suspend the determination of net asset value during
any period when it may suspend the right of the holders of Common Stock to
require the Corporation to redeem shares of such Common Stock to the extent the
same is authorized or required by any law or regulatory agency.
(e) Shares of Common Stock shall be issued from time to time either for
Cash or for such other considerations (which may be in any one or more
instances a certain specified consideration or certain Specified
Considerations) as the Board of Directors, from time to time, may deem
advisable, in the manner and to the extent now or hereafter permitted by the
laws of the State of New York, provided, however, that the consideration (or
the value thereof as determined by the Board of Directors) per share to be
received by the Corporation upon the issuance or sale of any share of its
Common Stock shall not be less than the par value thereof and not less than the
net asset value per share of the Corporation's Common Stock.
...Page 5...
<PAGE>
(E) The Certificate of Incorporation of The Solar Fund, is hereby
amended (by adding paragraph SIXTH to the certificate) Pursuant to Section
801(b)(14) of the Business Corporation Law to add the provisions below which
are not inconsistent with the Business Corporation Law:
(a) The Corporation may enter into a written Contract with one or more
persons (which term shall include any firm, corporation, trust or association),
hereinafter referred to as the "Investment Manager", to manage the assets of
the Corporation and to perform such functions as the Board of Directors may
deem reasonable and proper, including without limitation, management, research,
clerical and administrative functions. Any Such contract shall be subject to
the approval of those persons required by the Investment Company Act of 1940 to
approve Such contract, and shall be terminable at any time upon not more than
Sixty (60) days notice by resolution of the Board of Directors or by vote of a
majority of the holders of Common Stock.
Any such contract may be made with any firm or corporation in which any
director or directors of the Corporation may be interested. The compensation of
the Investment Manager may be based upon a percentage of the value of the net
assets of the Corporation as may be provided in such contracts.
... Page 6...
<PAGE>
(b) The Board of Directors shall have authority to appoint and enter
into written contract or Contracts with an underwriter or distributor or
distributors as agent or agents for the sale of shares of the Fund and to pay
such underwriter, distributor or distributors and agent or agents as the Board
of Directors may in its discretion deem reasonable and proper. Any such
contract may be made with any firm or corporation, including without
limitation, the Investment Manager, or any firm or corporation in which any
director or directors of the Corporation or the Investment Manager may be
advised.
(c) The number of directors of the Corporation shall be fixed from time
to time in the manner provided by the Bylaws of the Corporation.
(d) The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of its
directors and stockholders:
(1) All Corporate powers of the Corporation shall be exercised
by the Board of Directors except as otherwise provided by law; provided,
however, subject to the provisions of this Certificate of Incorporation, the
Board of Directors may delegate the management of the assets of the Corporation
and Such other functions as it may deem reasonable and proper to the Investment
Manager, pursuant to a written contract. The Board of Directors may, by
resolution or
... Page 7 ...
<PAGE>
resolutions passed by a majority of the whole Board, designate one or more
Committees, each committee to consist of two or more of the directors of the
Corporation, which, to the extent provided in said resolution or resolutions or
in the Bylaws of the Corporation, shall have and may exercise the powers of the
Board of Directors and in the management of the business and affairs of the
Corporation, and may have power to authorize the seal of the Corporation to be
affixed to all papers which may require it.
(2) The Board of Directors is hereby empowered to authorize the
issuance from time to time of common shares of stock, whether now or hereafter
authorized, for such consideration as the Board of Directors may deem
advisable, subject to such limitations and restrictions as may be set forth in
this Certificate of Incorporation or in the Bylaws of the Corporation or in the
law's of the State of New York. The Board of Directors may seek the
authorization of further common shares of the same class as authorized herein
without notice to stockholders.
(3) The stockholders and directors may hold their meetings and have an
office or offices outside the State of New York, and the books of the
Corporation may be kept (subject to any provision contained in any applicable
statute) outside the State of New York at Such place or places as may be from
time to time designated by the Board of Directors.
...Page 8...
<PAGE>
(4) To the extent permitted by law, whenever the vote of stockholders
at a meeting thereof is required or permitted to be taken for or in connection
with any corporate action, the meeting and vote of stockholders may be
dispensed with, provided such corporate action is taken by written consent of
the holders of Common Stock having a majority of the shares of Common Stock of
the Corporation issued and outstanding, and provided further that prompt notice
is given to all stockholders of the Corporation of the taking of corporate
action with- out a meeting and by less than unanimous written consent.
(5) The Board of Directors shall have the power to make, alter, amend
or repeal the Bylaws of the Corporation, and to adopt any new Bylaws except to
the extent that the Bylaws or the laws of the State of New York may otherwise
provide; provided, however, that any such Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the stockholders of the Corporation.
The Board of Directors may, if there is no objection, meet by telephone
conference.
(6) The Board of Directors may, by resolution, determine to dissolve
the Corporation by liquidation of assets and redemption of all shares and
fractional shares.
(a) The Board of Directors may make all necessary application filings
and amendments from time to time to increase the number of authorized common
shares without the authorization or Consent of shareholders.
...Page 9...
<PAGE>
(F) The Certificate of Incorporation of The Solar Fund, Inc. is hereby
amended by adding paragraph SEVENTH to the certificate pursuant to the
Business Corporation Law; as follows:
The Corporation may indemnify any person to the extent permitted by law
and the requirements of any governing regulatory agency or commission.
******
(4) The manner in which this amendment to the Certificate of
incorporation of The Solar Fund, Inc., was authorized was by the affirmative
vote of the holders of a majority of all outstanding shares entitled to vote
thereon at a meeting of the Shareholders of Said corporation duly called and
held on the 17th day of June, 1981, a quorum being present.
IN WITNESS WHEREOF, the undersigned has executed and signed this
certificate this 28 day of July, 1981.
/s/ Maurice L. Schoenwald
------------------------------------------
MAURICE L. SCHOENWALD,
Sole Officer, President, Incorporator,
Director and Shareholder
VERIFICATION
STATE OF NEW YORK)
COUNTY OF NASSAU) .ss.:
MAURICE L. SCHOENWALD, being duly sworn deposes and says, that he is the Sole
Officer, President, Incorporator, Director and Shareholder of The Solar Fund,
Inc., the Corporation named in and described in the foregoing certificate. That
he has read the foregoing Certificate and knows the contents thereof, and that
the Same is true of his own knowledge, except as to the matters therein stated
to be alleged upon information and belief, and as to those matters he believes
it to be true.
Sworn to me before this 28
day of July, 1981.
/s/ Maurice L. Schoenwald
------------------------------------------
MAURICE L. SCHOENWALD
<PAGE>
ITEM 24 FILE 2 74436
FILE 811 3287
By-Laws
New Alternatives Fund, Inc.
(formerly the Solar Funds Inc.)
(Originally adopted June 1, 1981 by the sole incorporator Including amendments
to September 1, 1990 and including amendments authorized by proxy or in person
to all shareholders at the annual meeting of shareholders on August 29, 1990)
Article I
Fiscal Year and Offices
Section 1. Fiscal Year. Unless otherwise provided by resolution of
the Board of Directors, the fiscal year of the Corporation shall
begin on January 1 and end on December 31.
Section 2. Principal Office. The registered office of the New Alternatives
Fund, Inc., until changed by the Board of Directors shall be located at 295
Northern Boulevard, Great Neck, N.Y., 11021.
Article II
Meetings of Stockholders
Section 1 Place of Meeting. Meetings of the stockholders for the election of
Directors shall be held at such places as the Board of Directors shall direct.
In the absence of direction meetings shall be held at the office of the New
Alternatives Fund, Inc.
Section 2. Annual Meetings. Shall be held each year at such time as the Board
of Directors or their Executive Committee shall direct. At the annual meeting,
the stockholders may elect a Board of Directors and transact any other
business which may be properly brought before the meeting.
Section 3. Special Meetings. At any time in the interval between annual
meetings, Special meetings of the Board of Directors or the stockholders may
be called by the president or Secretary or upon written request of the holders
entitled to cash not less than 25% of all votes entitled to be cast at such
meeting.
Section 4. Notice. Not less than ten nor more than 90 days before the date of
every annual meeting or special meeting the Secretary shall give to each
stockholder entitled to vote at such meeting written notice stating the time
and place of the meeting and in the case of a Special Meeting, the purpose or
purposes for which the meeting is called. Business transacted at any special
meeting of stockholders shall be limited the purpose or purposes stated in the
Notice of Meeting.
-1-
<PAGE>
Section 5. Record Date for Meetings. The Board of Directors may fix in advance
a date not more than sixty days, nor less than ten days, prior to the date of
any Annual or Special Meeting of the Stockholders as a record date for the
determination of the Stockholders entitled to receive notice of, and to vote
at any meeting and any adjournment thereof; and in such case such Stockholders
and only such Stockholders as shall be Stockholders of record on the date so
fixed shall be entitled to receive notice of and to vote at such meeting and
any adjournment thereof as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any such record date fixed as
aforesaid.
Section 6. Quorum. A quorum shall consist of all those present in person or by
proxy at any duly called meeting on due notice, excepting where a majority of
all outstanding securities is required pursuant to the Investment Act of 1940.
Section 7. Majority. A majority vote, by stockholders in person or represented
by proxy, at a Meeting duly called, shall be sufficient to take or authorize
action upon any matter which may properly come before the meeting, unless
otherwise required by the Investment Company Act of 1940.
Section 8. Voting. Each Stockholder shall have one vote for each full share
having voting power held by such Stockholder on each matter submitted to a
vote at a meeting of Stockholders. No proxy shall be valid after eleven months
from its date, unless otherwise provided in the proxy. At all meetings of
Stockholders, unless the voting is conducted by inspectors, all questions
relating to the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided by the Chairman of the
meeting.
Section 9. Inspectors. At any election of Directors, the Board of Directors
prior thereto may, or, if they have not so acted, the Chairman or the meeting
may, and upon the request of the holders of ten percent (10%) of the shares
entitled to vote at such election shall, appoint two inspectors of election
who shall first subscribe an oath of affirmation to execute faithfully the
duties of inspectors at such election with strict impartiality and according
to the best of their ability, and shall after the election make a certificate
of the result of the vote taken. No candidate for the office of Director shall
be appointed such inspector. The Chairman of the meeting may cause a vote by
ballot to be taken upon any election or matter, such vote shall be taken upon
the request of the holders of ten per cent (10%) of the stock entitled to vote
on such election or matter.
Section 10. Stockholder List. The officer who has charge of the stock ledger
of the Corporation shall, at least ten days before every election of
Directors, prepare and make a complete list of the Stockholders entitled to
vote at said election, showing the address of and the number of shares
registered in the name of each Stockholder. Such list shall be open to the
examination of any Stockholder, during business hours, for a period of at
least ten days prior to the election, either at a place within the city, town
or village where the election is to be held and which place shall be specified
in the notice of meeting, or if not specified, at the place where
-2-
<PAGE>
said meeting is to be held, and the list shall be produced and kept at the
time and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
ARTICLE III
Directors
Section 1. General Powers. The business of the Corporation shall be managed by
its Board of Directors, which may exercise all powers of the Corporation,
except such as are by statute, or the Article of Incorporation, or by these
By-Laws conferred upon or reserved to the stockholders.
Section 2. Number and term of office. The number of Directors which shall
constitute the whole Board shall be determined from time to time by the Board
of Directors, but shall not be fewer than two, nor more than nine. Each
Director elected shall hold office until his successor is elected and
qualified. Directors need not be Stockholders.
Section 3. Election. The Directors shall be elected at the Annual Meeting of
the Stockholders, except that any vacancy in the Board of Directors may be
filled by a majority vote of the entire Board of Directors.
Section 4. Place of Meeting. Meetings of the Board of Directors, regular or
special, may be held at any place in or out of the State of New York as the
Board may from time to time determine.
Section 5. Quorum. A quorum shall Consist of all Directors present or
participating after due notice (least 5 days) of any properly called meeting of
Directors.
Section 6. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately following and at the same place as the
Annual Meeting of Stockholders and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting. In the event such meeting is not held at the said time and place, the
meeting may be held at such time and place as shall be specified in a notice
given as hereafter provided for Special Meetings of the Board of Directors, or
as shall be specified in a written waiver signed by all of the Directors.
Section 7. Regular Meetings. Regular meetings of the Boar of Directors may be
held on 5 days notice at such time and place as shall from time to time be
determined by the Board of Directors. Meetings may be conducted by conference
telephone calls duly recorded.
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Section 8. Special Meetings. Special meetings of the Board of Directors may be
called by the President on Five days notice to each Director; Special Meetings
shall be called by the President or Secretary in like manner and on like
notice on the written request of two Directors.
Section 9. Informal Actions. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any Committee thereof may be taken
without a meeting, if a written or electronically recorded consent to such
action is made in one or more counterparts by all members of the Board or if
such committee, as the case may be, and such written or electronically
recorded consent is filed with the minutes of proceedings of the Board or
committee.
Section 10. Committees. The Board of Directors may by resolution passed by a
majority of the whole Board appoint from among its members an executive
committee and other committees composed or two or more Directors, and may
delegate to such Committees, in the intervals between meetings of the Board of
Directors, any or all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, except the power to
declare dividends, to recommend to Stockholders any action requiring
Stockholders approval. In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Directors to act in the place of
such absent member.
Section 11. Action of Committees. The Committees Shall keep minutes of their
proceedings and shall report the same to the Board of Directors at the meeting
next succeeding, and any action by the Committee Shall be Subject to revision
and alteration by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.
Section 12. Compensation. Any Director, whether or not he is a salaried
officer or employee of the Corporation, may be compensated for his services as
Director or as a member of a Committee of Directors or as Chairman of the
Board of Directors, or Chairman of a committee by fixed periodic payments or
by fees for attendance at meetings or by both, and in addition may be
reimbursed for transportation and other expenses, all in such manner and
amounts as the Board of Directors way from time to time determine.
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ARTICLE IV
Notices
Section 1. Form. Notices to Stockholders shall be in writing and delivered
personally or mailed to the Stockholders at their addresses appearing on the
books of the Corporation. Notices to Directors Shall be oral or by telephone
or telegram or in writing delivered personally or mailed to the Directors at
their addresses appearing on the books of the Corporation. Notice by mail
shall be deemed to be given at the time when the same shall be mailed. Notice
to Directors need not state the purpose of a Regular or Special Meeting.
Section 2. Waiver. Whenever any notice of the time, place or purpose of any
meeting of Stockholders, Directors or Committee is required to be given under
the Provisions of New York law or under the provisions of the Articles of
incorporation or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice and filed with the records of the
meeting, Whether before or after the holding thereof, or actual attendance at
the meeting of Stockholders in person or by proxy, or at the meeting of
Directors or committee in person, Shall be deemed equivalent to giving of such
notice to such persons. Waivers of notice of meetings may be electronically
recorded.
ARTICLE V
Officers
Section 1. Number. The Officers of the Corporation Shall be chosen by the
Board of Directors and shall include a President, who shall be a Director, a
Secretary and a Treasurer. The Board of Directors may, from time to time,
elect one or more vice presidents, assistant secretaries and assistant
treasurers. The Board of Directors may at its discretion also appoint a
Chairman of the Board who shall perform and execute such executive and
administrative duties and powers as the Board of Directors Shall from time to
time describe. Two or more offices may be held by the same person.
Section 2. Election. The Board of Directors at its first meeting after each
Annual Meeting of Stockholders shall Choose a President, a Secretary and a
Treasurer.
Section 3. Other Officers. The Board of Directors from time to time may
appoint such other officers and agents as it shall deem advisable, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board. The Board
of Directors from time to time may delegate to one or more officers or agents
the power to appoint any such subordinate officers or agents and to prescribe
the respective rights, terms of office, authorities and duties.
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Section 4. Compensation. The salaries or other compensation of all officers
and agents of the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any person or group of persons the
power to fix the salary or other compensation of any subordinate officers or
agents appointed pursuant to Section 3 of this Article V.
Section 5. Tenure. The officers of the Corporation shall serve for one year or
until the successors are chosen and qualify. Any officer or agent may be
removed by the affirmative vote of a majority of the Board of Directors when
ever, in its Judgement, the best interests of the Corporation will be served
thereby. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.
Section 6. President. The President, unless the Chairman, if any has been so
designated, shall be the chief executive Officer of the Corporation; he shall
preside at all meetings of the Stockholders and Directors, shall see that all
orders and resolutions of the Board are carried Into effect, and shall have
general control and management of its business and affairs subject to the
regulations of the Board of Directors. The President shall also be the chief
administrative officer of the Corporation and Shall perform such other duties
and have such powers as the Board of Directors may from time to time
prescribe.
Section 7. Vice-Presidents. The Vice-Presidents, in the order of their
seniority, shall in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such other
duties as the Board of Directors may from time to time prescribe.
Section 8. Secretary. The Secretary shall attend, all meeting's of the Board
of Directors and all meetings of the Stockholders and record all the
proceedings thereof and shall perform like duties for any Committee when
required. He shall give, or cause to be given, notice of meetings of the
Stockholders and of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or President, under
whose supervision he shall be. He Shall keep in safe custody the seal of the
Corporation and, when authorized by the Board of Directors, affix and attest
the seal to any instrument requiring it. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation
and to attest the affixing by his signature.
Section 9. Assistant Secretaries. The Assistant Secretaries, in order of their
Seniority shall In the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe.
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Section 10. Treasurer. The Treasurer, unless another officer has been so
designated, shall be the chief financial officer of the New Alternatives Fund,
Inc., He shall be responsible for the maintenance of its accounting records
and shall render to the Board of Directors, at its regular meetings or when
the Board of Directors so requires, an account of all the New Alternatives
Fund, Inc.s financial transactions and a report of the financial condition of
the New Alternatives Fund, Inc..
Section 11. Assistant Treasurers. The assistant treasurers, in the order of
their seniority, shall in the absence or disability of the Treasurer, perform
the duties and exercise the power of the Treasurer and shall perform such
other duties as the Board of Directors may from time to prescribe.
Article VI
Net Asset Value
Section 1. Net Asset Value. The net asset value per share of stock shall be
determined at least once each day. This shall be done by dividing the total
value of the investments and other assets belonging to the fund less any
liabilities by the total number of shares. Such valuation shall be made in
accord with the requirements of or the procedures permitted by the Investment
Company Act of 1940 and any rules, regulations or exemptions thereunder.
Section 2. Fund Shares. Fund shares and fractions thereof are issued to the
purchaser without delay after receipt by the fund, subject to collection, of
payment of the purchase price in dollars based upon the then net asset value
and sales charge.
Section 3. Redemption. Shares are redeemed at net asset value next computed
after tender is received by the fund. Unpaid shares may not be redeemed.
Article VII
FUNDAMENTAL POLICIES
Section 1. Investment Limitations. The fund may not:
1. Borrow money except for temporary or emergency purposes in an amount in
excess of five percent of the market value of its total assets.
2. Purchase on margin or sell short or write or purchase put or call options.
3. Mortgage or pledge any of its assets except that up to ten percent of the
market value of its total assets may be mortgaged or pledged in connection
with borrowing permitted by o 'l'.
above.
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(4) Lend any of its assets other than through : (a) the purchase of notes,
bonds, certificates of deposit, or other evidences of indebtness of a type
commonly distributed publicly or privately to financial institutions, (b) cash
deposit with banks.
(5) Underwrite or participate in any underwriting of securities, except to the
extent that, in connection with the disposition or portfolio investments, the
'Fund' may be deemed to be an underwriter under federal securities laws.
(6) Buy more than ten percent (10%) of the outstanding voting or other class
securities of any one issuer. See exception under "Concentrations during
reduced investment periods."
(7) Buy securities of any company that (including its predecessors or
controlling persons) has not been in business at least three (3) continuous
years, if such investment at the time of purchase would cause more than five
percent (5%) of the total assets of the Fund (at market value) to be invested
in securities of such companies.
(8) Invest more than five percent (5%) of its total assets (at market value)
in securities of any one issuer other than the U.S. government, its agencies
or instrumentalities. See exception under "Concentrations during reduced
investment periods".
(9) Buy or hold securities of any issuer if, to the knowledge of the "Fund",
and Officer or Director of the "Fund", the Manager or any Officer, Director or
ten percent (10%) share-owner of the Manager owns individually one-half (.5)
of one percent (1%) of a Class of securities of such issuer, and such persons
owning one-half (.5) of one percent (1%) of such Class together own
beneficially more than five percent (5%) of such Securities.
(10) Purchase securities of any other investment company except as part of a
merger, consolidation or other reorganization.
(11) Participate, on a Joint or joint and several basis, in any trading account
in securities.
(12) Buy or sell any real estate, real estate mortgages, commodities or
commodity contracts.
(13) Issue senior securities (except insofar as the "Fund" may be deemed to be
doing so by virtue of 1, above).
(14) Invest more than five percent (5%) of its total assets (at market value)
in securities the disposition of which would be subject to legal restriction.
(15) The Company will not engage in arbitrage or trade for the control of
management of another Company.
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When computing compliance with the percentage restrictions recited in
paragraphs (1) through (15), changes in the value of the "Fund's" assets due
to market action, which cause such values to be in excess of percentage
limitations stated above, will not be considered violations of these
restrictions.
ARTICLE VIII
Other Restrictions
Section 1. Dealings. The Officers and Directors of the Corporation
and of its principal investment adviser and/or corporate manager shall have no
dealings for or on behalf of the Corporation with themselves as principal or
agent, or with any corporation or partnership in which they have a financial
interest, provided that this section shall not prevent:
(a) Officers or Directors of the Corporation from having a
financial interest in the Corporation, in any sponsor, manager, investment
adviser or promoter of the Corporation, or in any underwriter of securities
issued by the Corporation;
(b) The purchase of shares at net asset value without sales
Commissions.
(c) The employment of any legal counsel, registrar, transfer
agent, dividend disbursing agent or custodian having a partner, officer,
director or security holder who is an officer or Director of the Corporation;
provided only customary fees are charged for services rendered to or for the
benefit of the Corporation.
ARTICLE IX
Stock
Section 1. Certificates. Each Stockholder shall be entitled to a certificate
or certificates which shall certify the class and the number of Shares owned
by him in the Corporation. Each certificate shall be signed by the President
or a Vice-President or the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and shall be sealed With the corporate
seal or a facsimile thereof.
Section 2. Signature. When a certificate is signed (1) by a transfer agent or
an assistant transfer agent or (2) by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of any such President,
Vice-President Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary may be facsimile. In case any officer Who has signed any certificate
ceases to be an officer of the Corporation before the certificate is issued,
the Certificate may nevertheless be issued by the Corporation with the same
effect as if the officer had not ceased to be such officer as of the date of
its issue.
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Section 3. Recording and Transfer without Certificates. Notwithstanding the
foregoing provisions of this article, the Corporation shall have full power to
participate in any programs approved by the Board of Directors providing for
the recording and transfer of ownership of shares of the Corporation's stock
by electronic or other means without the issuance of certificates.
Section 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been
Stolen, lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be stolen, lost or destroyed, or
upon other satisfactory evidence of such loss or destruction. When authorizing
such issuance of a new certificate or certificates, the Board of Directors
may, in its discretion and as a condition precedent to the issuance thereof
require the owner of such stolen, lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such
manner as it shall require and give the Corporation a bond with sufficient
surety, to the Corporation a bond with sufficient surety, to the Corporation
to indemnify it against any loss or claim that may be made by reason of the
issuance of a new Certificate.
Section 5. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such Owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by laws of New
York.
Section 6. Transfer Agents and Registrars. The Board of Directors may, from
time to time, appoint or remove transfer agents and or registrars or transfers
of shares of stock of the Corporation, and it may appoint the same person as
both transfer agent and registrar.
Section 7. Stock Ledger. The Corporation shall maintain an original stock
ledger containing the names and addresses of all Stockholders and the number
and class of shares held by each Stockholder. Such stock ledger may be in
written form or any other form capable of being converted into written form
within a reasonable time for visual inspection.
Section 8. Transfer of Stock. Upon surrender to the Corporation or the
transfer Agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of Succession, assignment, or authority to
transfer, it shall be the duty of the Corporation, except as otherwise
provided in the Articles of Incorporation, to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.
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ARTICLE X
General Provisions
Section 1. Dividends. With respect to dividends (including "dividends"
designated as "short" or "long" term "capital gains" distributions to satisfy
requirements of the Investment Company Act of 1940 or the Internal Revenue
Code of 1954, as amended from time to time):
(a) Such dividends, at the election of the Stockholders, may be
automatically reinvested in additional shares (or fractions thereof) of the
Corporation at the "net asset value" determined on the reinvestment date fixed
by the Board of Directors.
(b) The Board at Directors, in declaring any dividend, may fix a
record date not earlier than the day of declaration or more than 40 days prior
to the date of declaration, as of which the Stockholders entitled to receive
such dividend shall be determined, notwithstanding any transfer or the
repurchase or issued (or sale) of any shares occurring after such record date.
(c) Dividends or distributions on shares of any class of Stock,
whether payable in stock or cash, shall be paid out of earnings, surplus or
other lawfully available assets belonging to such class; provided that no
dividend payment, or distribution in the nature of a dividend payment, may be
made wholly or partly from any source other than accumulated, undistributed
net income, determined in accordance with good accounting practice, and not
including profits or losses realized in the sale of Securities or other
properties, unless such payment is accompanied by a written statement Clearly
indicating what portion of such Payment per share is made from the following
sources:
(i) Accumulated or undistributed net income, not including
profits or losses from the sale of securities or other properties;
(ii) Accumulated undistributed net profits from the sale of
securities or other Properties;
(iii) Net Profits from the sale of securities or other
properties during the then current fiscal year; and
(iv) Paid-in surplus or other capital source.
(d) In declaring dividends and in recognition that one goal of the
Corporation is to qualify as a "regulated investment company" under the
Internal Revenue Code of 1954, as amended, the Board of Directors shall be
entitled to rely upon estimates made in the last two months of the fiscal year
(with the advise of the Corporation's auditors) as to the amounts of
distribution necessary for this purpose; and the Board of Directors, acting
Consistently with good accounting practice and with the express provisions of
these By-Laws, may credit receipts and charge payments to income or otherwise,
as to it may seem proper.
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(e) Any dividends declared, except as aforesaid, shall be deemed
liquidating dividends and the Shareholders shall be so informed to whatever
extent may be required by law. A notice that dividends have been paid from
paid-in surplus, or a notice that dividends have been paid from paid-in
capital, shall be deemed to be a sufficient notice that the same constituted
liquidating dividends.
(f) Anything in these By-Laws to the contrary notwithstanding, the
Board of Directors may at any time declare and distribute pro rata among the
stockholders of a record date fixed as above, provided, a "stock dividend" out
of either authorized but unissued, or Treasury Shares of the Corporation, or
both.
Section 2. Rights in Securities. The Board of Directors, on behalf of the
Corporation, shall have the authority to exercise all of the rights of the
Corporation as owner of any securities which might be exercised by any
individual owning such securities in his own right; including but not limited
to, the rights to vote by proxy for any and all purposes (including the right
to authorize any Officer of the Manager to execute proxies), to consent to the
reorganization, merger or consolidation of any company or to Consent to the
sale, lease or mortgage of all or substantially all of the property and assets
of any company; and the exchange any of the shares of stock of any company for
the shares of stock issued therefor upon any such reorganization, merger,
consolidation, sale lease or mortgage.
Section 3. Custodianship. Securities owned by the Corporation and cash
representing (a) the proceeds from sales of securities owned by the
Corporation and of shares issued by the Corporation, (b) payments of principal
upon securities owned by the Corporation, or (C) Capital distributions in
respect of securities owned by the Corporation shall be held by one or more
custodians to be selected by the Board of Directors. Such Custodians shall
meet the re- quireinents of the Investment Act of 1940 and act in accordance
with its requirements.
(a) Upon the resignation or inability to serve as custodian of the
assets, the Corporation shall use its best efforts to obtain a successor
custodian, to require that the cash and securities owned by the Corporation be
delivered directly to such successor custodian and, in the event that no such
successor can be found, to submit to the Stockholders before permitting
delivery of the cash and securities owned by the Corporation to other than a
successor custodian the question of whether the Corporation shall be
liquidated or shall function without such a custodian.
(b) Nothing hereinbefore contained shall prevent:
(i) Any such custodian from delivering assets of the
Corporation to a successor custodian having the qualifications hereinabove
prescribed.
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(ii) The Board of Directors authorizing any or all of the property of the New
Alternatives Fund, Inc. to be transferred to or to be acquired and held in the
name of a custodian so appointed or any nominee or nominees of this
corporation or of such custodian satisfactory to the Board of Directors. Such
nominee or nominees may include clearing agency or securities depository.
Section 4. Reports. Not less often than semi-annually , the New Alternatives
Fund, Inc., shall transit to the stockholders a report of the operations of
the corporation , based at least annually upon an audit by independent public
accountants, which report shall clearly set forth, in addition to the
information customarily furnished in a balance sheet and profit and loss
statement, a statement of all amounts paid to security dealers on the purchase
or sale of portfolio securities, legal counsel, transfer agent, disbursing
agent, registrar or custodian or trustee, where such payments are made to a
firm, corporation, bank or trust company, having a partner, officer or
director is also an officer or director of the New Alternatives Fund, Inc..
Section 5. Bonding of Officers and Employees. All officers and employees of the
New Alternatives Fund, Inc. shall be bonded to such extent and in such manner
as may be required by law.
Section 6. Seal. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
New York". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE XI
Amendments Section 1. These by-laws may be amended pursuant to the
requirements of the law of the State of New York the United States and
consistent with the requirements of the Investment Company Act of 1940 . Such
amendments may be made by vote in person or by proxy, at a duly called meeting
on proper notice, of shareholders or directors by a majority of those
participating with such greater requirements as are imposed by U.S. state and
federal law and regulation.
Great Neck, New York, September 1, 1990
These by laws include changes made by proxy vote or personal vote open to all
shareholders and recorded at the August 29, 1990 annual meeting of the New
Alternatives Fund, Inc.
---------------------------
David Schoenwald, Secretary
=============
CERTIFICATION
I certify that the foregoing is a true and correct copy of the by-laws of the
New Alternatives Fund, Inc.
----------------------------
David Schoenwald
Corporate Secretary
(Affix Corporate Seal)
State of New York:
County of Nassau: SS/ David Schoenwald, known to me and known to me to be the
corporate Secretary of the New Alternatives Fund, Inc. acknowledged before me
that the attached document are the duly adopted by-laws of the New Alternatives
Fund, Inc. as they exist on September 1, 1990.
---------------------------
Notary Public
My Commission expires: 11 day of Sept 1990
------- --------- -
(notary stamp or seal)
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ITEM 24 FILE 2 74436
FILE 811 3287
INVESTMENT MANAGER AND ADVISORY AGREEMENT
THE SOLAR FUND, INC.
CORPORATE MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT made this 23 day of Sept., 1981, between THE SOLAR
FUND, INC., a New York Corporation hereinafter called the "Company" and
ACCRUED EQUITIES, INC. a New York Corporation hereinafter called the
"Manager".
WHEREAS, the Company has been organized by and on the advances of the Manager
and will operate as investment company registered under the Investment Company
Act of 1940, ("Investment Company Act"), for the purpose of investing and
reinvesting its assets in portfolios of securities described in its
Registration Statements Under the Investment Company Act of 1940 and the
Securities Act of 1933, all as amended and supplemented; and the Company
desires to avail itself of the services, information, advise, assistance and
facilities of a corporate manager and to have a corporate manager perform for
it various administrative, management, investment advisory and other services,
and
WHEREAS, the Manager is registered as an investment adviser under the
Investment Adviser's Act of 1940, and the manager has undertaken the
initiative of organizing Company and desires to provide services to the
Company in consideration of and on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, Company and Manager agree as follows:
1. Employment of the Manager. The Company hereby employs the Manager to manage
the investment and reinvestment of the Company's assets in the manner set
forth in this Agreement, and to administer its corporate and administrative
operations, subject to the direction of the Board of Directors and the
officers of the Company, for the period, in the manner, and on the terms
hereinafter set forth. The Manager hereby accepts such employment and agrees
during such period to render the services and to assume the obligations herein
set forth. The Manager shall for all purposes herein be deemed to be an
independent contractor.
2. Obligations of and Services to be Provided by the Manager.
The Manager undertakes to provide the services hereinafter set
forth and to assume the following obligations:
A. Corporate Management and Administrative Services.
(a) The Manager shall obtain on behalf of and at the expense
of the Company adequate (i) office space, which may be space
within the offices of the Manager or in such other place as
may be agreed upon from time to time, (ii) office
furnishings, facilities and equipment as may be reasonably
required for managing and administering the corporate
operations and conducting the business of the Company,
including complying with the corporate Securities and tax
reporting requirements of the United States and the various
states in which the Company does business,
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concerning correspondence and other communications with
the shareholders of the Company, maintaining all internal
bookkeeping, accounting and auditing services and records in
connection with the Company's investment and business
activities (other than its share- holder record-keeping
services and computing net asset value). (b) The Manager
shall employ on behalf of the Company and at the expense of
the Company the executive, administrative, secretarial and
clerical personnel necessary to supervise the provision of
the services set forth in sub-paragraph 2(A)(a). The Manager
shall also compensate all officers and employees of the
Company who are officers or employees of the Manager.
B. Investment Management Services.
(a) The Manager shall have over-all supervisory
responsibility for the general management and investment of
the Company's assets and securities portfolios subject to
and In accordance with the investment objectives and
policies of the Company, and any directions which the
Company's Board of Directors may issue to the Manager, from
time to time. (b) The Manager shall develop overall
investment programs and strategies for the Fund, shall
revise such program as necessary, and shall monitor and
report periodically to the Board of Directors concerning the
implementation of the programs. (c) The Manager shall also
determine the manner in which voting rights, rights to
consent to corporate action and any other rights pertaining
to the Company's portfolio securities shall be exercised.
(d) The Manager shall render regular reports to the Company,
at regular meetings of the Board of Directors and at such
other times as may be reasonably requested by the Company's
Board of Directors, of the decisions which it has made with
respect to the allocation of each Fund's assets and the
purchase and sale of portfolio securities.
C. Provision of Information Necessary to Preparation of
Securities Registration Statements, Amendments and other
Materials.
The Manager will obtain for the Company and at the expense of the
Company financial, accounting and statistical information required by
the Company in the preparation of registration statements, reports
and other documents required by Federal and state securities laws and
with such information as the Company may reasonably request for use
in the preparation of registration statements, reports and other
documents required by Federal and State securities laws and with such
information as the Company may reasonably request for use in the
preparation of such documents or of other materials necessary or
helpful for the underwriting and distribution of the Company's
shares.
(D) Other Obligations and Services.
The Manager shall make available its officers and employees to the
Board of Directors and officers of the Fund for consultation and
discussions regarding the administration and management of the
Company and its investment activities.
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3. Execution and Allocation of portfolio Brokerage Commissions. The Manager,
subject to and in accordance with any directions which the Company's Board of
Directors may issue from time to time, shall place, in the name of the
Company, orders for the Execution of the Fund's portfolio transactions. When
placing such orders, a primary objective of the Manager shall be to obtain the
best net price and execution for the Company, but this requirement shall not
be deemed to obligate the Manager to place any order solely on the basis of
obtaining the lowest commission rate if other standards have been satisfied.
The Company recognizes that there are likely to be many cases in which
different brokers are equally able to provide such best price and execution
and that, in selecting among such brokers with respect to particular trades,
it is desirable to choose those brokers who furnish "brokerage and
administrative and research services" (as defined in Section 28(e) (3) of the
Securities and Exchange Act of 1934) or statistical quotations and other
information on services in accord with the standards set forth below.
Moreover, to the extent that it continues to be lawful to do so and so long as
the Board of Directors determines as a matter of general policy that the
Company will benefit, directly or indirectly, by doing so, the Manager may
place orders with a broker who charges a commission for that transaction which
is in excess of the amount of commission that another broker would have
charged for effecting that transaction, provided that the excess commission is
reasonable in relations to the value of brokerage, research and administrative
services provided by that broker. Accordingly, the Company and the Manager
agree that the Manager and the Money Managers shall select brokers for the
execution of the Fund's portfolio transactions from among:
(A) Those brokers and dealers to provide clerical, administrative,
brokerage and research services, or statistical quotations and other
information to the Company, specifically including the quotations
necessary to determine the Company's net assets, in such amount of
total brokerage as may reasonably be required in light of such
services. The Manager may, for reasons of administrative benefit for
the Fund, use only a single broker-dealer if no interested person has
an interest, direct or indirect, in such broker-dealer.
The Manager shall render regular reports to the Company, not more
frequently than quarterly, or how much brokerage business has been
placed and the manner in which the allocation has been accomplished.
The Manager agrees that no investment decision will be made or
influenced by a desire to provide brokerage for allocation in
accordance with the foregoing, and that the right to make such
allocation of brokerage shall not interfere with the Manager's duty
to obtain the best net price and execution for the Company consistent
with other Fund needs.
4. Expenses of the Company. It is understood that the Company
will pay all its customary office expenses. Expenses payable by
the Company shall also include:
A. Expenses of all audits by independent public accountants.
-3-
<PAGE>
B. Expenses of transfer agent, registrar, custodian,
dividend disbursing agent and shareholder record keeping and
reporting services;
C. Expenses of obtaining quotations for calculating the
value of the Company's net assets;
D. Salaries and other compensation of any of its executive
officers, if any, who are not officers, directors,
stockholders or employees of the Manager;
E. Taxes levied against the Company;
F. Brokerage fees and commissions in connection with the
purchase and sale of portfolio securities for the Company;
G. Costs, including the interest expense, of borrowing
money;
H. Costs and/or fees incident to corporate meetings of the
Company, the preparation and mailings of prospectuses and
reports of the Company to its shareholders, the filing of
reports with regulatory bodies and the maintenance of the
Company's corporate existence;
I. Legal fees, including the legal fees related to the
registration and continued qualification of the Company shares
for sale;
J. Costs of printing stock certificates representing shares
of the Company;
K. Directors' fees and expenses to directors who are not
directors, officers, employees or stockholders of the Manager
or any of its affiliates;
L. Fidelity bonds required by Section 7(a) of the Investment
Company Act, or other insurance premiums; and
M. Customary secretarial, clerical, bookkeeping, office
expense, postage, telephone, printing and allocable rent.
5. Activities and affiliates of the Manager.
A. The services of the Manager to the Company hereunder are
not to be deemed exclusive, and the Manager shall be free to
render similar services to others.
(a) The Manager shall use the same skill and care in the
management of the Fund's portfolios as it uses in the
administration of other accounts to which it may provide
asset management counseling, but shall not be obligated to
give the Company more favorable or preferential treatment
vis-a-vis other clients.
-4-
<PAGE>
B. Subject to Section 10(a) of the Investment Company Act, it is
understood that directors, officers, agents and stockholders of the
Company are or may be interested in the Manager or its affiliates as
directors, agents or stockholders of the Manager or its affiliates
are or may be interested in the Company as directors, officers,
agents, stockholders or otherwise, that the Manager or its affiliates
may be interested in the Company as stockholders or otherwise, and
that the effect of any such interests shall be governed by the Act
and Federal Securities Laws and regulations.
6. Compensation of the Manager. The compensation of the manager
shall be at an annual rate, but computed and payable monthly on the
average daily net assets of the Fund during the month, of 2% of the
first $10,000,000, 1% of the next $20,000,000 and .05 of sums over
$30,000,000.under management.
7. Liabilities of the Manager.
A. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless discharge of obligation or duties hereunder
or on the part of the Manager, the Manager shall not be subject to
liability to the Company or to any shareholder of the Company for any
act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.
B. No provision of this agreement shall be construed to
protect any director or officer of the Company, or the
Manager, from liability in violation of Sections 17(h) and (i)
of the Investment Company Act of 1940.
8. Renewal and Termination.
A. This Agreement shall become effective on the date written above
and shall continue in effect as to each Fund until the earlier of the
first annual or special meeting of the shareholders of each Fund, Or
two years from the date written above. The Agreement shall continue
in effect thereafter as to each Fund for a period of one year, so
long as the Agreement is specifically approved by a majority vote in
person or by proxy as provided in the laws for stock holder voting,
and by a majority of the Directors of the Company, and by a majority
of the directors who are not parties to the Agreement or interested
persons of any parties to the Agreement (other than as Directors of
the Company) cast in person at a meeting called for the purpose of
voting on the Agreement. The Agreement is renewable annually
thereafter for successive one year periods by a vote of a majority of
the directors of the Company who are not parties to the Agreement or
interested persons of any parties to the Agreement (other than as
Directors of the CoMpany) cast in person at a meeting called for
purposes of voting on the Agreement. Provided, however: That if the
stockholders fail to approve the Agreement as provided herein, the
Manager may continue to serve in such capacity in the manner and to
the extent permitted by the Investment Company Act and Rules and
Regulations thereunder.
-5-
<PAGE>
B. This Agreement.
(i) May at any time be terminated without the payment of any
penalty either by vote of the Board of Directors of the
Company or, the Fund by vote of a majority of the
outstanding voting securities of the Fund, on 60 days'
written notice to the Manager;
(ii) Shall immediately terminate in the event of its
assignment; and
(iii) May be terminated by the Manager on 60 days'
written notice to the Company.
C. As used in this Section 8, the terms of "assignment",
"interested person" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth for any such terms in the
Investment Company Act.
D. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed postpaid, to the other part
at any office of such part.
9. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
THE SOLAR FUND, INC.
(Corporate Seal)
BY: /s/ Maurice L. Schoenwald
-------------------------------
Maurice L. Schoenwald, President
/s/ David Schoenwald
- ---------------------------------
David Schoenwald, Secretary
ACCRUED EQUITIES, INC.
(Corporate Seal)
ATTEST:
BY: /s/ Maurice L. Schoenwald
-------------------------------
Maurice L. Schoenwald, President
/s/ Maurice L. Schoenwald
- ----------------------------------
Maurice L. Schoenwald, Secretary
-6-
<PAGE>
ITEM 24 FILE 2 74436
FILE 811 3287
RIDER AND AMENDMENT TO CORPORATE MANAGEMENT AGREEMENT
WHEREAS, THE SOLAR FUND, INC. (THE FUND) and ACCRUED EQUITIES
INC. (THE MANAGER) entered into a corporate management agreement on
September 23, 1981; and
WHEREAS, THE SOLAR FUND, INC. filed its registration statement with the
Securities and Exchange Commission (SEC) on or about October 15, 1981; and
WHEREAS, THE SOLAR FUND, INC. in order to comply with the disclosure
requirements of the SEC, has revised and amended its registration statement and
prospectus; and
WHEREAS, the parties hereto desire to comply with the requirements of
the SEC and to begin the operation of THE SOLAR FUND, INC. and its manager;
NOW, THEREFORE, the parties agree to the following amendments to the
corporate management agreement.
1. The name of the FUND is revised to: THE SOLAR AND ALTERNATIVES
ENERGY FUND, INC.
2. Section 2(b) of said agreement is expanded as follows: The MANAGER
may also employ a technical consultant to provide reports and data relating to
solar and alternative energy projects. The MANAGER may also employ a cash
management employee.
<PAGE>
3. Section 6 (compensation) is amended such that: Compensation due
the MANAGER at an annual rate, computed and payable monthly on average net
asset value is twenty-one percent (21%) of the first Ten Million Dollars
($10,000,000); one percent (1%) on amounts over Ten Million Dollars
($10,000,000); .05% on amounts over Twenty Million Dollars ($20,000,000); and
.45% on amounts over One Hundred Million Dollars ($100,000,000);
Section 6 is further amended as follows:
Until the FUND reaches Ten Million Dollars ($10,000,000) in asset
size, the MANAGER agrees to reduce its compensation by the amount by which
expenses of the FUND, including the management fee and other operational costs
of the FUND, but excluding interest, taxes, brokerage commission and
extraordinary expenses excludable by state laws, exceed applicable state
expense limitations. The FUND will not offer its shares in states with expense
limitations of higher than two percent (2%) of net asset value.
Dated: 9/1/82
Great Neck
THE SOLAR & ALTERNATIVE ENERGY FUND, INC.
BY:
----------------------------------
ACCRUED EQUITIES INC.
BY:
----------------------------------
<PAGE>
RIDER AND AMENDMENT TO CORPORATE MANAGEMENT AGREEMENT
WHEREAS, THE SOLAR FUND, INC. (THE FUND) and ACCRUED EQUITIES
INC. (THE MANAGER) entered into a corporate management agreement on
September 23, 1981; and
WHEREAS, THE SOLAR FUND, INC. filed its registration statement
with the Securities and Exchange Commission (SEC) on or about
October 15, 1981; and
WHEREAS, THE SOLAR FUND, INC. in order to comply with the dis-
closure requirements of the SEC, has revised and amended its
registration statement and prospectus; and
WHEREAS, the name of the FUND was revised from THE SOLAR FUND,
INC. to: THE SOLAR AND ALTERNATIVE ENERGY FUND, INC.; and then
changed again to: NEW ALTERNATIVES FUND, INC.; and
WHEREAS, the parties hereto desire to comply with the require-
ments of the SEC and to begin the operation of NEW ALTERNATIVES
FUND, INC. and its Manager;
NOW, THEREFORE, the parties agree to the following amendments to
the corporate management agreement:
1. Section 2(b) of said agreement is expanded as follows:
The MANAGER may also employ a technical consultant to provide
reports and data relating to solar and alternative energy projects. The MANAGER
may also employ a cash management employee.
-1-
<PAGE>
2. Section 6 (Compensation) is amended such that: compensation due
the MANAGER at an annual rate, computed and payable monthly on average net
asset value is two percent (2%) of the first Ten Million Dollars ($10,000,000);
one percent (1%) on amounts over Ten Million Dollars ($10,000,000); .05% on
amounts over Twenty Million Dollars ($20,000,000); and .45% on amounts over One
Hundred Million Dollars ($100,000,000);
Section 6 is further amended as follows:
Until the FUND reaches Ten Million Dollars ($10,000,000) in asset
size, the MANAGER agrees to reduce its compensation by the amount by which
expenses of the FUND, including the management fee and other operational costs
of the FUND, but excluding interest, taxes, brokerage commission and
extraordinary expenses excludable by state laws, exceed applicable state
expense limitations. The FUND will not offer its shares in States with expense
limitations of higher than two percent (2%) of net asset value.
Dated: 8/20/82
NEW ALTERNATIVES FUND, INC.
By: /s/ Maurice L. Schoenwald
-----------------------------
Maurice L. Schoenwald
ACCRUED EQUITIES INC.
By: /s/ Maurice L. Schoenwald
----------------------------
Maurice L. Schoenwald
-2-
<PAGE>
ITEM 24 FILE 2 74436
FILE 811 3287
RIDER AND AMENDMENT TO CORPORATE MANAGEMENT AGREEMENT
WHEREAS, New Alternatives Fund, Inc. (the "Fund") and Accrued
Equities Inc. (the "Manager") entered into an agreement on
September 23, 1981 as amended April 1, 1982; and
WHEREAS, the Directors of the Fund and the Shareholders of the
Fund, upon consent of Accrued Equities Inc., voted to amend said agreement on
May 26, 1983 and to ratify and Continue the modified agreement for a period of
two years.
NOW, THEREFORE, the parties agree to the following amendments.
(1) Section 6 (Compensation) is amended such that:
Compensation due the Manager at an annual rate, computed and payable monthly,
on average net asset value is:
1% of the first $10 million of net assets
.75% of amounts over $10 million
.50% of amounts over $30 million
.45% of amounts over $100 million
as may be reduced by the most restrictive limitation imposed by States in which
the Fund registers its shares.
(2) The revised agreement is ratified and extended for two
years from the date hereof.
Dated: May 27, 1983
NEW ALTERNATIVES FUND, INC.
By:
----------------------------
ACCRUED EQUITIES INC.
By:
----------------------------
<PAGE>
ITEM 24 FILE 2 74436
FILE 811 3287
UNDERWRITING AGREEMENT
ACCRUED EQUITIES, INC.
Agreed this 23rd day of September ,1981
---- ----------------
1. THE SOLAR FUND, INC. hereby employs the Underwriters as its exclusive agent
to sell for its account an indeterminate number of shares of its Common Stock
on a best efforts basis. The Underwriters agree to use their best efforts as
agent, promptly following the receipt of written notice of the effective date
of the Registration Statement, to sell the Common Stock of THE SOLAR FUND,
INC. subject to the terms, provisions, and conditions hereinafter mentioned.
The employment hereunder shall terminate 2 years after the effective date of
the Registration Statement, unless the parties agree to extend such period of
time in accordance with and subject to the requirements of the Investment
Company Act of 1940 and all of its regulations and interpretations.
2. The shares of Common Stock shall be offered to the public at price per
share equalling the net asset value of the Fund divided by the number of its
then existing share-holders. The minimum number of shares to be offered to an
investor is one hundred shares. The minimum purchase price shall be $5,3OO.OO.
3. As shares are sold, the Fund agrees to issue or have issued such shares or
fractions of Common Stock in such names and denominations as may be specified
by the Underwriters.
4. As their compensation, the Underwriters shall be entitled to receive a
commission of 6% of net asset value per share for sales to any person of
securities value (net asset value) up to $15,OOO, 5% of net asset value per
share for the sale to any person of a security valued at $l5,OOO to $25,OOO
and 4% of net asset value per share for sales to any person of securities
valued at $25,000 or more; 3% of net asset value for sales over $100,000.
5. The Underwriters shall have the right to offer the shares through dealers
of securities selected by them and to allow such dealers such Concessions out
of the commissions to be received by the Underwriters as the Underwriters may
determine.
Further Agreements of the Company
The Fund agrees, at its expense and without expense to the Underwriters, as
follows:
1. To give and to continue to give and supply such financial statements and
other information to and as may be required by the Securities and Exchange
Commission or proper public bodies in the states in which the securities may
be qualified.
-1-
<PAGE>
2. As soon as the Fund is informed thereof, to advise the Underwriter and to
confirm such advice in writing:
(a) When the Registration Statement becomes effective;
(b) When any amendment to the Registration Statement filed subsequent to the
effective date thereof becomes effective;
(c) Of any request of the Securities and Exchange Commission for amendments to
the Registration Statement or related Prospectus or for additional information;
(d) Of the issuance by the Securities and Exchange Commission of any stop
order suspending the effectiveness of the Registration Statement or of the
initiation of any proceeding for that purpose;
(e) Of any material adverse change in its financial position or operating
condition and of any development materially affecting the Company or rendering
untrue or misleading any material statement in the Registration Statement or
prospectus.
3. To make every reasonable effort to prevent the issuance of any stop order
suspending the effectiveness of the Registration Statement, and, if such stop
order is entered at any time, the Fund shall use its best efforts to obtain
withdrawal of the same at the earliest possible moment.
4. To deliver to the Underwriter, without charge, (a) prior to the Effective
Date of the Registration Statement, copies of each prospectus filed with the
Securities and Exchange Commission bearing in red ink the statement required
by the rules of the Securities and Exchange Commission, (b) on and from time
to time after the Effective Date of the Registration Statement, copies of the
Prospectus and of any amended or supplemented prospectus.
5. To furnish, without cost, to the Underwriter one executed copy of the
Registration Statement, including all exhibits and amendments thereto, and a
reasonable number of copies of the Registration Statement and amendments
thereto.
6. For the period after the effective date of the Registration Statement
during which the prospectus is required by law to be used, if any change shall
have occurred as a result of which the prospectus includes an untrue statement
of a material fact or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they are made, not misleading, forthwith to prepare and to furnish to the
Underwriter, without cost, supplements to the prospectus or an amended
prospectus correcting the untrue statement or supplying the omission.
-2-
<PAGE>
7. To issue financial statements to its stockholders and to the Underwriter
prepared by an independent certified public accountant at least annually.
8. Prior to each annual meeting of stockholders, to cause to be forwarded to
the Underwriter and stockholders a certified annual financial report.
9. To give irrevocable instructions to the Underwriter for a period of two
years after the effective date of the Registration Statement copies of all
advice sheets showing any transfer of shares of Common Stock and, upon the
request of the Underwriters, to deliver a complete stockholders list from time
to time during a period of two years, but not more often than semiannually.
Indemnity Provisions
1. The Fund agrees to indemnify, defend, and hold the Underwriter, and each
person, if any, who controls any such Underwriter within the meaning of
Section 15 of the Act, free and harmless from and against any and all losses,
claims demands, liabilities, and expenses (including reasonable legal or other
expense incurred by each such Underwriter and controlling person in connection
with defending any such claims or liabilities whether or not resulting in any
liability to such Underwriter or to any controlling person), which such
Underwriter or controlling person may incur under the Act or at common law or
otherwise, but only to the extent that such losses, claims, demands,
liabilities, and expenses shall arise out of or be based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or in the Prospectus or in any amendment or amendments
to the Registration Statement or Prospectus, or in any application or other
papers, hereinafter collectively called Blue Sky Application, executeded by
the Underwriter with the written approval of the Fund for filing in any state
or states in order to qualify under the securities laws thereof the securities
covered by this agreement, or shall arise out of or be based upon any omission
or alleged omission to state therein a material fact required to be stated in
the Registration Statement or Prospectus or in any amendment or amendments or
in any Blue Sky Application or necessary to make the statements in any thereof
not misleading, provided, however, that his indemnity agreement shall not
apply to any losses, claims, demands, liabilities, or expenses arising out of
or based upon untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus or in any amendment
or amendments or in any blue sky application, or arising out of or based upon
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
which statement or omission was made in reliance upon in formation furnished
to the Company by the Underwriter in writing expressly for use in the
Registration Statement or Prospectus or in any amendment or amendments, or was
made by the Underwriter in a Blue Sky Application not in reliance upon
information furnished by the Fund.
-3-
<PAGE>
2. The forgoing indemity of the and in favor of the Underwriter shall not be
deemed protect the Underwriter against any liability to the Fund or its
security holders to which the Underwriter would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence in the performance of
their duties, or by reason of their reckless disregard of their obligations
and duties under this agreement.
3. The Underwriter likewise agrees to indemnify and hold harmless the Fund
against any and all losses, claims, expenses, and liabilities to which it may
become subject, arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
Prospectus or in any amendment or amendments to the Registration Statement or
Prospectus or in any blue sky application, or amendments thereof, or the
omission or alleged omission to State therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
resulting from the use of written information furnished to the Fund by the
Underwriter for use in the preparation of the Registration Statement or the
Prospectus, or in any amendment or amendments to the Registration Statement or
Prospectus or in any blue sky application.
4. The provisions of this Article IV shall not in any way prejudice any right
or rights which the Underwriter may have against the Fund or the Fund may have
against the Underwriter under any statute other than the Act, at common law or
otherwise.
5. The indemnity agreement contained in this Article IV shall survive and
shall inure to the benefit of successors of the Fund and successors of the
Underwriters and shall be valid irrespective of any investigation made by or
on behalf of the Underwriters or the Company.
Payment of Expenses
The Fund agrees, at its own expense and without expense to the Underwriter, to
pay all costs and expenses incident to this agreement, including, but without
limitation, all expenses in connection with the preparation and printing of
this agreement; the preparation, printing, and filing of the Registration
Statement and Prospectus as well as all amendments thereto together with all
exhibits; to pay all filing fees and costs, original issue tax, transfer
agent's fees, charges, or disbursements connected with the issue and delivery
of the securities covered by this agreement; to pay all reasonable expenses
incurred in connection with the qualification of the securities under the
securities or blue sky laws of the state heretofore referred to; and to
reimburse the Underwriter for the reasonable fees and expenses incurred by the
Underwriter in connection with this offering, including fees of Underwriter's
counsel.
-4-
<PAGE>
Public Offering
1. The underwriter agrees to make a public offering of the Common Stock
covered by this agreement as soon after the effective date of the Registration
Statement as is advisable, in accordance with and as set forth in the
Registration Statement. Such public offering may be made either by the Fund or
through broker-dealers in securities selected by the Underwriter; or partly in
each such manner, as determined by the Underwriters in their sole discretion.
The Underwriters may pay such concessions out of the commissions to be
received by the Underwriters for Common Stock sold by such dealers as they may
determine.
2. This is agreed to be a "best efforts underwriting". There is no agreement to
sell any number of shares.
3. Payments for purchase of shares, including sales commissions shall be made
directly to the Fund. The Fund shall pay sales commissions on all sales to the
Underwriter as set forth in the Prospectus immediately upon sale.
4. The Underwriter shall pay all brokers, dealers and salesmen in accordance
with the Prospectus.
5. The services of the Underwriter shall be to promote and advertise the Fund
shares for sale. They shall be entitled to a commission, as described in the
Prospectus, without reference as to how or from whom purchases are made. The
Underwriters shall receive commissions on reinvestment as described in the
Prospectus, excepting for reinvestment of dividends and distributions, as to
which there shall be no commissions.
6. This agreement is separate from services and com- pensation described in the
Management Agreement between the same parties.
7. The Underwriter shall be compensated for its ser- vices, if any, in the
redemption of shares as described in the Prospectus at the rates described
therein.
8. Sales are to be deemed to be made by the issuer directly. The Underwriter is
deemed to be serving as a sponsor and promoter and advertiser and public
relations entity for the purposes of this issue.
9. The determination of when, how and where to register and sell and to whom
to sell, including Blue Sky registration. Decisions and costs to allocate
advertising promotion shall be made exclusively by the Underwriter.
Conditions Precedent to the Obligations of the Underwriters
It is understood that the obligations of the Underwriters hereunder shall be
conditioned upon:
-5-
<PAGE>
1. The approval of counsel for the Underwriters of the form and content of the
Registration Statement and Prospectus of the organization and present legal
status of the Fund, and of the legality and validity of the authorization and
issuance of the issued and outstanding stock of the Fund and of the securities
to be offered hereunder, which approval shall not be unreasonably withheld.
2. The performance by the Fund of all the obligations on its part to be
performed hereunder and the truth, completeness, and accuracy of all
statements and representations contained herein or any financial statements
furnished hereunder.
3. The fact that no substantial claims shall be made or legal action for
substantial amounts be instituted or reasonable basis therefor be discovered
against the Fund.
4. The Fund shall have furnished to the Underwriter on the Delivery Date a
certificate or certificates verified by the President or a Vice President
certifying that:
(a) The respective Signers thereof have examined the answers to each
item of the Registration Statement and the information contained in
the Prospectus and, to the best of their knowledge, information, and
belief, such answers and such information in the Prospectus, as of
the effective date of the Registration Statement, were true and
correct and did not omit to state any material fact required to be
stated therein or necessary in order to make the statements therein
not misleading, and since the effective date of the Registration
Statement, no event has occurred which should have been set forth in
an amendment to the Registration Statement or in a supplement or
amendment to the prospectus, which shall not have been so set forth
in such amendment or supplement;
(b) To the best of their knowledge, information, and belief, the
respective signers know of no substantial adverse change in the
general affairs of the Fund, or in the financial position of the Fund
during the period from the date of the latest financial statements
contained in the Registration Statement to the Delivery Date, except
for the changes disclosed or indicated in the Registration Statement.
5. The Underwriters, shall have received a certificate or letter from the
Fund's accountants addressed to the Fund, confirming that they are independent
public accountants as required by the Act, and the Rules and Regulations of
the Securities and Exchange Commission thereunder, and certifying to the
effect that the financial statements and other financial data certified by
them and included in the Registration Statement or Prospectus comply with the
Act and the Rules and Regulations of the Securities and Exchange Commission
thereunder, and that, in their opinion, on the bases of a general review of
the financial statements of the Fund, a general review of the entries in their
books of account, representations from the proper officers of the Fund, and
such representative checks at such offices of the Fund as, in their
discretion, are necessary, there has been no substantial adverse change
-6-
<PAGE>
in the capitalization of the Fund and no substantial adverse change in the
financial position or net worth of the Fund except as disclosed or indicated
in the Registration Statement, and that the capital stock and surplus accounts
of the Fund are at least as great as shown in the Registration Statement or
prospectus.
NOTICE
Any notice required or permitted to be given hereunder may be given in writing
by depositing the same in the United States Mail, postage prepaid, or by
Western Union, charges prepaid, addressed as follows:
TO THE UNDERWRITERS;
Accrued Equities, Inc.
295 Northern Boulevard
Great Neck, New York 11021
TO THE FUND:
The Solar Fund, Inc.
295 Northern Boulevard
Great Neck, New York 11021
THE SOLAR FUND, INC.
by /s/ Maurice L. Schoenwald
--------------------------------------
President, Maurice L. Schoenwald
The foregoing agreement is hereby confirmed and accepted as of the date first
above given.
ACCRUED EQUITIES, INC.
by /s/ Maurice L. Schoenwald
--------------------------------------
President, Maurice L. Schoenwald
-7-
<PAGE>
ITEM 24 FILE 2 74436
FILE 811 3287
RIDER TO UNDERWRITING AGREEMENT
WHEREAS, THE SOLAR FUND, INC. and ACCRUED EQUITIES INC. entered
into an underwriting agreement on September 23, 1981; and
WHEREAS, THE SOLAR FUND, INC. has changed its name to NEW
ALTERNATIVES FUND, INC.
IT IS AGREED that the said agreement be amended to use the name NEW
ALTERNATIVES FUND, INC.
in all places where the name THE SOLAR FUND, INC. is contained in
said agreement;
IT IS ALSO AGREED that the term "distribution" is deemed to have the same
meaning as underwriter for purposes of the said agreement.
Dated: September 1982
Great Neck, New York
ACCRUED EQUITIES INC.
By: /s/ Maurice L. Schoenwald
---------------------------------------
MAURICE L. SCHOENWALD, President
NEW ALTERNATIVES FUND, INC.
By: /s/ Maurice L. Schoenwald
---------------------------------------
MAURICE L. SCHOENWALD, President
<PAGE>
ITEM 24 FILE 2 74436
FILE 811 3287
March 15, 1993
Amendment to Underwriting Agreement Reducing
Sales and Related Charges
Whereas, New Alternatives Fund, Inc., a registered investment company, and
Accrued Equities, Inc., the underwriter and a registered broker dealer;
originatly entered an underwriting agreement on September 23, 1981.
Whereas said agreement was amended in September of 1982 the nature of which
was to reflect the amendment of the name of the present New Alternatives Fund,
Inc. from its former name, The Solar Fund, Inc.
It is now agreed by and between the parties, with the consent of their
respective directors, that said agreement be further amended to provide for a
modified schedule of reduced sales charges including , Sales Commission As A
Percentage of the Offering Price, Dealer Re-allowance As A Percentage of the
Offering Price and Sales Commission As A Percentage of Net Asset Value.
The changes are to become effective with the completion of the first 1993
filing of the prospectus of the New Alternatives Fund with the Securities and
Exchange Commission regulatory authorfties and the distribution the
commencement of the distribution thereof.
The new, reduced, charges are set forth in the table annexed hereto and as
they appear in the new 1993 New Alternatives Fund, Inc. prospectus.
Great Neck, New York.
Accrued Equities, Inc.
Maurice L. Schoenwald, Pres.
New Alternatives Fund, Inc.
David Schoenwald, Pres.
<PAGE>
Sales Commission
Purchase Commission Dealer Re-allownace Sales
of As A Percentage of As A percentage of As A percentage
Price Offering Price Offering Price Net Asset Value
- --------- ------------------- ------------------- ---------------
$ 2,500 to $ 25,000 4.75% 4% 4.98%
$ 25,000 to $103,000 3.85% 3% 4%
$ 103,001 or more 2.91% 2% 3%
<PAGE>
ITEM 24 FILE 2 74436
FILE 811 3287
October 1, 1995
Amendment to Underwriting Agreement Modifying the Application
of Sales and Related Charges
Whereas, New Alternatives Fund, Inc., a registered investment company, and
Accrued Equities, Inc., the underwriter and a registered broker dealer;
originally entered an underwriting agreement on September 23, 1981.
Whereas said agreement was amended in September of 1982 the nature of which
was to reflect the amendment of the name of the present New Alternatives Fund,
Inc. from its former name, The Solar Fund, Inc.
Whereas said agreement was further amended during 1993 to provide
reduced sales charges,
It is now agreed by and between the parties, with the consent of their
respective directors, that said agreement be further amended to provide for a
modified system of sales charges as they are expected to appear in the fund
prospectus for 1996.
The changes are to become effective with the completion of the first 1996
filing of the prospectus of the New Alternatives Fund with the Securities and
Exchange Commission regulatory authorities and the commencement of the
distribution thereof.
The new, reduced, charges are set forth in the description set forth below and
as they shall appear in the new 1996 New Alternatives Fund, Inc. prospectus.
Mellville, New York.
Accrued Equities, Inc.
- ----------------------------
David Schoenwald, Pres.
New Alternatives Fund, Inc.
- ----------------------------
Maurice L. Schoenwald, Chmn.
TEXT OF UNDERWRITING CHANGES OF FOR 1996 PROSPECTUS
PURCHASES BY FAMILIES: INVESTORS MAY COMBINE THE FOLLOWING
CATEGORIES INTO A SINGLE TRANSACTION TO QUALIFY FOR A REDUCED SALES
CHARGE AND RIGHTS OF ACCUMULATION: PURCHASES BY SPOUSES, PARENTS OR
GRANDPARENTS FOR THEMSELVES OR FOR EACH OTHER OR FOR THEIR CHILDREN OR
<PAGE>
GRANDCHILDREN, INCLUDING TRUSTS FOR SUCH PERSONS. TO SO QUALIFY, IT IS THE
INVESTORS RESPONSIBILITY TO NOTIFY THE TRANSFER AGENT AT THE TIME OF PURCHASE
OF ELIGIBILITY FOR SUCH REDUCED SALES CHARGE. CERTAIN CATEGORIES OF PEOPLE OR
INSTITUTIONS MAY INVEST IN THE FUND WITHOUT PAYING A SALES CHARGE: THESE
INCLUDE CURRENT AND RETIRED DIRECTORS, OFFICERS AND EMPLOYEES OF THE FUND OR
THE FUND'S ADVISOR AND THEIR FAMILIES; REGISTERED REPRESENTATIVES OF BROKERS
DISTRIBUTING THE FUND'S SHARES WHO ARE PURCHASING FOR THEIR OWN PERSONAL
ACCOUNT; NON PROFIT OR CHARITABLE ORGANIZATIONS (AS DEFINED IN SECTION 501 (C)
(3) OF THE INTERNAL REVENUE CODE) INVESTING $100,000 OR MORE; CLIENTS OF
INVESTMENT ADVISORS PURCHASING FOR THEIR OWN ACCOUNTS WHO ARE CHARGED ONGOING
MANAGEMENT FEES FOR THEIR ADVISORS SERVICES. PERSONS IN THE ABOVE CATEGORIES
MUST MAKE THEIR STATUS AS SUCH KNOWN TO THE FUND'S TRANSFER AGENT. THE FUND
RESERVES THE RIGHT TO REJECT ANY PURCHASE ORDER.
SHOULD A BROKER EXECUTE A CONTRACT WITH THE FUND, THE PRINCIPAL DISTRIBUTOR
MAY RE-ALLOW A PORTION OF THE APPLICABLE SALES CHARGE, AS INDICATED ABOVE. IN
THE EVENT THAT SUBSTANTIALLY ALL OF THE SALES CHARGE IS RE-ALLOWED,
SUB-DISTRIBUTORS MAY BE DEEMED TO BE UNDERWRITERS AS THAT TERM IS DEFINED IN
THE SECURITIES ACT OF 1933.
<PAGE>
ITEM 24 FILE 2 74436
FILE 811 3287
1996 AMENDMENT TO ADD PROVISION FOR AUTOMATIC TERMINATION IN THE
EVENT OF ASSIGNMENT (SECTION 15 (B) (2) OF 1940 ACT)
Whereas, New Alternatives Fund, Inc., a registered investment company, and
Accrued Equities, Inc., the underwriter and a registered broker dealer;
originally entered an underwriting agreement on September 23, 1981.
Whereas said agreement was amended in September of 1982 the nature of which
was to reflect the amendment of the name of the present New Alternatives Fund,
Inc. from its former name, the Solar Fund, Inc.
Whereas said agreement was further amended during 1993 to provide reduced
sales charges; and amended as of April 1996 to provide modified sales charges
to certain classes of investors.
It is now agreed by and between the parties, with the consent of their
respective directors, that said agreement be further amended to provide, "This
agreement shall automatically terminate in the event of its assignment".
The change was approved by the directors of the Fund at the annual meeting on
September 27, 1996.
The change became effective upon approval by the directors of the Fund and of
the Underwriter.
October 4th, 1996
Melville, New York
Accrued Equities, Inc.
/s/ David Schoenwald, Pres.
- ------------------------------
David Schoenwald, Pres.
New Alternative Fund, Inc.
/s/ Maurice L. Schoenwald
- -------------------------------
Maurice L. Schoenwald, Chmn.
