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NEW ALTERNATIVES FUND, INC.
150 BROADHOLLOW ROAD, MELVILLE, NEW YORK, 11747
NOTICE OF 1997 ANNUAL MEETING
Notice is hereby given that the 1997 Annual meeting of Shareholders (the
"meeting") of New Alternatives Fund, Inc. (the "Fund") will be held at *173
West Boathouse Lane, West Bayshore, New York 11706 on September 18, 1997 at
7:30 P.M. for the following purposes:
1. To elect nine Directors to serve for the ensuing year.
2. To consider and act upon a proposal to ratify the Directors selection of
Kenneth D. Katz as independent certified public accountant of the Fund for its
fiscal year ending December 31, 1997.
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
You are cordially invited to attend the meeting. Shareholders who do not expect
to attend the meeting in person are REQUESTED TO COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED FORM OF PROXY in the envelope provided. The enclosed proxy
is being solicited by the Directors of the Fund.
Maurice L. Schoenwald
Secretary
Melville, N.Y.
Dated: July 30, 1997
*FOR INFORMATION ON HOW TO GET THERE; CALL THE OFFICE AT (800) 423-8383
Note: It has been a custom for many shareholders to include a note with the
return of the proxy statement commenting on our investments or any other matter
relevant to the fund. We read all such notes with great interest and discuss
them at the annual meeting.
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PROXY STATEMENT NEW ALTERNATIVES FUND, INC.
150 BROADHOLLOW ROAD - MELVILLE, NEW YORK, 11747
INTRODUCTION
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Directors of New Alternatives Fund, Inc. (the "Fund"),
a New York Corporation, to be voted at the 1997 Annual meeting of Shareholders
of the Fund (the "meeting"), to be held at 173 West Boathouse Lane, West
Bayshore, New York 11706 on September 18, 1997 at 7:30 P.M. The approximate
mailing date of this Proxy Statement is August 6, 1997.
All properly executed Proxies received prior to the meeting will be voted at
the meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted for the election of all nine nominees for Directors, and for the
ratification of the selection of the accountant.
Any proxy may be revoked at any time prior to the exercise thereof by giving
notice to the Secretary of the Fund.
The Directors have fixed the close of business on July 30, 1997 as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the meeting and at any adjournment thereof. Shareholders on the record date
will be entitled to one vote for each share held. As of July 30, 1997, the Fund
had 1,120.975.14 shares. To the best knowledge of the Fund, there is no owner
or beneficial owner of more than five percent of its outstanding shares.
Management of the Fund knows of no business other than that mentioned in the
Notice of meeting which will be presented for consideration at the meeting. If
any other matter is properly presented, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best judgement.
A complete list of the shareholders of the Fund entitled to vote at the meeting
will be available and open for the examination of any shareholder of the Fund
for any purpose germane to the meeting during ordinary business hours from and
after July 30, 1997, at the office of the Fund, 150 Broadhollow Road, Melville,
New York, 11747.
ELECTION OF DIRECTORS Item I
At the meeting, nine Directors will be elected to serve until the next Annual
meeting of Shareholders and until their successors are elected and qualified.
It is the intention of the persons named in the enclosed proxy to nominate and
vote in favor of the election of those persons listed below selected by each
shareholder on his/her proxy. The proxy
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provides a place to vote to elect all the nominated Directors.
The proxy also provides a method for denying your vote for one or more existing
Directors.
Each nominee listed below has consented to serve as a Director. The Directors
of the Fund know of no reason why any of these nominees would be unable to
serve, but in the event of any such unavailability, the proxies received will
be voted for such substitute nominees as the Directors may recommend.
Certain information concerning the nominees is set forth as follows:
<TABLE>
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Shares of
nominee owned
Age and Principal Occupations Director or beneficially
Name and Address During Past 5 Years Since owned at 7/30/97
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<S> <C> <C> <C>
Maurice L. Age 77, member of New 1981 5010.
Schoenwald * York (1947) and Florida
5270 Gulf of (1978) Bar; Fund Chairman
Mexico Drive, and Founder;former faculty, Hofstra
longboat Key, FL University; author financial publications
David J. Age 47, member of New 1981 1954.
Schoenwald * York Bar (1979); Fund founder,
14 Strawberry Lane formerly reporting staff of
Huntington, NY Newark Star Ledger, now member
Schoenwald & Schoenwald, PC
P.C., attorneys;son of Maurice
Schoenwald
Daniel Wolfson Age 37; Resource Manager, 1995 247.
HCR 68 Farm & Wilderness Foundation,
Woodstock, VT Plymouth, VT. Developed forest
& Wildlife habitat for conservation area.
B.S. Environmental Studies,
Hampshire College: M.S. Resource Management,
Antioch University. Presently 2nd year
medical student University of Vermont,research
project environmental pollutants.
Frank Tylinski Age 79; Industrial Engineer, 1983 1517
East Shore Rd. Retired, President Tylinski
Great Neck, NY and Assoc. Inc.,-Consultants
and distributors of electronic
parts and supplies.
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Sharon Reier Age 49; Financial Journalist 1981 759
Rue Lord Byron contributing to Business Week &
Paris, France International 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; MBA, Pres. of 1981 1251
East 58th St. Dwayner/Communications/ Advertising
New York, NY and Publishing, NY; MBA-New York Univ.
member and former officer of and board
director of Advertising Women of New York,
a private organization; President Kaleidoscope
Kids, Inc., a non-profit organization
promoting creativity for middle school kids
Lee Clayton Age 70; R.N, M.S. 1981 1128.
160 Sweet Hollow Rd First Fund Investor;
Huntington, NY Member Sierra Club and
Nature Conservancy.
Arthur G. Age 74, Admitted to practice 1981 232.
Kaplan law New York (1951), Oregon
215 Green Ridge (1956),District of Columbia
Lake Oswego, OR (1959), formerly: Oregon Assistant
Attorney General; Assistant Counsel to U.S.
Senate Subcommittees; Special Counsel Curtiss
Publishing Co.; retired as Director of
Enforcement, Office of Anti-boycott
Compliance, U.S.Department of Commerce.
Dudley Clayton Age 74, 1990 1128.
160 Sweet Hollow Rd Graduate Education in Horticulture;
Huntington, NY Present Director & retired superintendent of
Pinelawn Memorial Park. Outdoors-man and
and environmentalist.
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* (1) Interested person, as defined in the Investment Company Act of 1940.
Maurice L. Schoenwald is Secretary and minority shareholder of Accrued
Equities Inc., the Advisor. David Schoenwald is majority shareholder and
President of Accrued Equities, Inc.
Compensation Table for Fund Directors and Fund Paid Staff
Fund Staff Earning More Than $60,000. from fund. :None
Annual Total Compensation of Each Director. :$300.00
Income of Directors from other mutual funds. :None
Compensation From Fund of Directors part of manager. :None
Retirement Benefits from Fund for staff or Director. :None
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Pension Benefit from Fund for staff or Director. :None
Total Annual Benefit from Fund of any Director
from any Fund Source. :$300.00
Total Annual Benefit from Fund of any employee
or officer of Fund including officer Directors. :None
Compensation of Directors and Officers. A Three Hundred dollar fee was paid to
each "uninterested" director by the Fund for the preceding year. No
compensation was paid to the "interested" Directors and Officers. No other
compensation is or was paid. Interested officers and directors are paid by the
manager. Coach travel expense to a directors meeting which exceeds 500 miles
will be paid to the extent that the expense is incurred.
Meetings: The Directors met twice during the preceding fiscal year, the last
1996 meeting was held on September 27, 1996. The Directors met once during the
current fiscal year, on June 26, 1997. The meeting was devoted to review and
study of operations. The only vote taken was on the selection of the annual
meeting date and that was unanimous. There were also informal meetings and
telephone discussions. Committees: There is an executive committee
consisting of Maurice L. Schoenwald and David Schoenwald. This committee
informally consults with the directors and manages administrative matters.
The present Directors were elected by the shareholders at a meeting held on
September 26, 1996. There were 661,723 or 62.6% of the outstanding shares
represented at the meeting and 98.2% or more of those cast were voted for each
Director.
Share Ownership: At July 30, 1997, the Directors and Officers of the Fund as a
group owned an aggregate of 13,226 shares or 1.18% of the outstanding shares of
the Fund.
SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Item #2
The Directors of the Fund, including all of the Directors who are not
interested persons of the Fund, have selected the firm of Kenneth D. Katz P.C.,
independent certified public accountant, to examine the financial statements of
the Fund for the fiscal year ending December 31, 1997. The Fund knows of no
direct or indirect financial interest of such firm in the Fund. Such
appointment is subject to ratification or rejection by the shareholders of the
Fund. Unless a contrary specification is made, the accompanying proxy will be
voted in favor of ratifying the selection of such accountant.
Kenneth D. Katz P.C. also acts as independent certified public accountant for
Accrued Equities, Inc., the advisor and distributor, and has been the
accountant since founding of the fund.
Audit services performed by Kenneth D. Katz P.C. during the fiscal year most
recently completed included examinations of the financial statements of the
Fund, services related to filings with the Securities and Exchange Commission
and consultation on matters related to
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accounting and financial reporting. A fee of $ 4,026.00 for audit services was
paid by the Fund to Kenneth Katz P.C. for the fiscal year ended December 31,
1996. Kenneth D. Katz P.C., C.P.A. maintains offices at 64 North Park Ave.,
Rockville Center, New York, 11570.
DATA CONCERNING THE INVESTMENT ADVISOR
Accrued Equities, Inc. (the "Investment Manager/Advisor") acts as the
investment Manager/Advisor for the Fund and provides the Fund with
management/advisor services pursuant to an investment advisory agreement (the
"Investment Advisory Agreement").The agreement was approved by the directors,
including all of the directors who are not interested persons of the Fund, on
September 27, 1996. Accrued Equities Inc. has acted as the investment
manager/advisor for the Fund since September 3, 1982, when the Fund commenced
operations.
In their consideration of this matter, the Directors considered information
relating to, among other things: alternatives to Accrued Equities, Inc., the
size of the Fund and the contributions of the Fund advisors to operating costs
and needs, the quality, extent and value of the services provided to the Fund
by Accrued Equities, Inc., comparative data with respect to the advisory and
management fees paid by other funds of comparable type and size, the operating
expenses and expense ratio of the Fund as compared to other such funds, the
performance of the Fund as compared to the performance of other comparable
socially responsive environmental funds, the special knowledge of alternative
energy of Accrued Equities, Inc.(the only fund advisor presently known to
concentrate in alternative energy) and data relating to the costs incurred by
Accrued Equities Inc. in providing advisory, administrative, processing and
other services to the Fund and its shareholders.
Accrued Equities, Inc., a New York corporation, presently provides management
and distribution services only to the Fund. For the fiscal year ended December
31, 1996 the advisor received $270,834.74 from the Fund pursuant to the
advisory agreement,representing an annual rate of advisory fee of .80% of
average net assets. David J. Schoenwald, President and Director of the Fund is
the majority shareholder of Accrued Equities and Maurice L. Schoenwald
Secretary and Treasurer and Chairman of the Board of Directors of the Fund is a
minority shareholder of Accrued Equities, Inc. Accrued Equities, Inc. is the
Investment Advisor and principal underwriter of the Fund. Maurice L. Schoenwald
owns directly and beneficially 5010 shares of the fund amounting to 0.45%.
David Schoenwald owns 1954 shares of the fund amounting to 0.17% of the
outstanding shares of the fund as of July 30, 1997.
The Directors have noted that Maurice and David Schoenwald are the founders of
the Fund. This is their sole public financial enterprise.
The business address of the Advisor and its principal executive office is 150
Broadhollow Road, Melville, New York 11747.
TERMS OF INVESTMENT ADVISORY AGREEMENT
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The management/advisory Agreement provides that the Investment Advisor shall
advise and manage the investment and reinvestment of the assets of the Fund and
administer its business and affairs, subject to the overall supervision of the
Fund's Board of Directors. The Manager also pays the compensation of such of
the Fund's Officers and Directors who are affiliated with the Manager and all
advertising and promotional expense.
Under said 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
0.5%......................Amounts over $ 30 million
0.45%.....................Amounts over $ 100 million
In addition to the management/advisory fee, the Fund pays (or may pay) other
expenses incurred in its operation including, among others, taxes, brokerage
commissions, fees and expense of Directors who are not affiliated with the
Advisor, securities registration fees, charges of custodians, price reporting,
bookkeeping, accounting, proxy, transfer, dividend disbursing and reinvestment
expenses, auditing and legal expenses, the typesetting costs involved in the
printing of the Prospectus sent to existing shareowners, costs of shareowners'
reports, an equitable portion {if charged} of shareholder services to the
extent that such services may be rendered directly by the manager including,
staff, office expense, office space, and postage and telephone expense and the
cost of corporate meetings. Sales expenses, including the cost of printing
prospectii for distribution to non-shareholders are paid for by the Manager.
Under the Management/Advisory Agreement, if total expenses of the Fund for any
fiscal year, including the management fee, but excluding interest, taxes,
brokerage commissions and extraordinary expenses which may be excluded by state
laws, exceed the applicable expense limitation set by state 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 Management/Advisory Agreement must be approved each year either by (a) a
vote of the Board of Directors of the Fund, including a majority of the
independent directors, or (b) a vote of the shareowners. Any changes in the
terms of the Management Agreement must be approved by the shareowners. The
Management Agreement may be terminated 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 Fund's
outstanding shares (as defined above) on sixty (60) days' notice to the Manager
and by the Manager on sixty (60) days' notice to the Fund.
The Manager receives no remuneration from any broker through whom shares are
purchased and
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no benefit except published reports from the broker and from other published
sources, which are furnished without charge. It is believed that the same
materials are available to any customer of the broker on request. This data is
furnished to the manager by mail, fax or telephone. The aggregate of brokerage
commissions paid by the fund for the purchase and sale of portfolio securities
for the year ending December 31 1996 was $94,849.
DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS:
On September 23, 1981 the Fund entered into a principal distribution agreement
with Accrued Equities, Inc. with respect to the continuous offering of shares
of the Fund. Accrued Equities, Inc. has acted as the distributor since that
time. On September 27, 1996, the Directors, including all the non-interested
Directors, approved the continuance of the Distribution Agreement, and approved
amendment thereof consisting of a technical amendment terminating the
underwriting agreement in the event of the assignment of the underwriting
agreement.
PENDING LITIGATION AND LEGAL MATTERS
-None-
ADDITIONAL INFORMATION
The expense of printing and mailing of the proxy and notice of proxy will be
borne by the Fund. In order to obtain the necessary quorum at the meeting,
supplementary solicitation may be made by mail, telephone, telegraph or
personal interview by officers of the Fund.
It is anticipated that the cost of such supplementary solicitation, if any,
will be nominal.
The most recent annual report, December 31, 1996 and the existing by-laws are
incorporated here by reference. Copies will be sent promptly and without charge
to shareholders upon a request by phone (800) 423 8383 or by mail to the Fund
at 150 Broadhollow Road, Melville, N.Y. 11747.
The funds most recent semi-annual or annual report is available to shareholders
upon request.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the next annual meeting
of shareholders of the fund must be received by the Fund for inclusion in its
proxy statement and form of proxy relating to that meeting by April 1, 1998.
By order of the Directors
Dated: July 30, 1997: Maurice L. Schoenwald, Secretary
Melville, New York
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{THIS IS YOUR BALLOT FORM - PLEASE COMPLETE, SIGN AND RETURN}
NEW ALTERNATIVES FUND, INC.
150 BROADHOLLOW ROAD
MELVILLE, N.Y. 11747
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS:
We prefer that you mark appropriate boxes in dark ink with an "X".
The undersigned shareholder hereby appoints David J. Schoenwald and Maurice L.
Schoenwald as Proxies, each with the power to appoint his substitute, and
authorizes them to represent and to vote as designated on this form all shares
owned directly and or beneficially of New Alternatives, Fund, Inc.(the Fund)
held of record by the undersigned on the 30th of July 1997 at the annual
meeting of shareholders of the Fund to be held on 18th September, 1997 at 7:30
P.M. or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO CONTRARY DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 [ALL DIRECTORS] , 2, AND 3.
1. ELECTION OF DIRECTORS
A. For all nominees listed below { }
B. Withhold authority to vote for all the
nominees listed below { }
C. For all nominees, except those whose names which are stricken out by
striking a line through the nominee`s name in the list below. { }
Maurice L. Schoenwald - David J Schoenwald - Daniel Wolfson - Lee Clayton -
Arthur G. Kaplan - Frank Tylinski - Sharon Reier - Dorothy Wayner -
Dudley Clayton
2. Proposal to ratify the selection of Kenneth D. Katz P.C., C.P.A. as the
independent certified public accountant for the Fund
FOR AGAINST ABSTAIN
{ } { } { }
Please Turn Over and Complete
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3. In the discretion of the said named proxies to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
================================================================================
Please sign exactly as your name appears on the mailing. When shares are held
by joint tenants both should sign. When signing as an attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.
Dated :................., 1997
X................................... Signature
X...................................
Signature if held jointly
PLEASE REMEMBER TO SIGN, DATE AND RETURN THE PROXY, USING THE ENCLOSED
ENVELOPE.
REMEMBER TO VOTE AND MAIL
EACH YEAR AT THIS TIME WE SPECIALLY INVITE YOU TO SEND YOUR COMMENTS ABOUT THE
COMPANIES IN WHICH WE INVEST, CRITICISM, SUGGESTIONS OR ANYTHING YOU BELIEVE IS
RELEVANT TO THE FUND. PLEASE SLIP IN A NOTE WITH YOUR NAME AND ADDRESS WHEN YOU
RETURN YOUR BALLOT. WE LOOK FORWARD TO THE MANY COMMENTS WE RECEIVE EACH YEAR.
THEY ARE BROUGHT TO THE ANNUAL MEETING AND DISCUSSED BY THOSE PRESENT IN PERSON
AND THE BOARD.
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