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SCHEDULE 14A File # 2-74436
File # 811-3287
Information Required in Proxy Statement
REG. 240.14a-101
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
NEW ALTERNATIVES FUND, INC.
(Name of Registrant as Specified In Its Charter)
...............................................................................
(Name of Person(s) Filing Proxy Statement, if other than the registrant)
Payment of Filing Fee ( Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
........................................................................
(2) Aggregate number of securities to which transaction applies:
........................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the mount on which the
filing fee is calculated and state how it was determined):
........................................................................
(4) Proposed maximum aggregate value of transaction:
........................................................................
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(5) Total fee paid:
......................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously paid:
........................................................................
(2) Form, Schedule or registration Statement No.:
........................................................................
(3) Filing Party:
........................................................................
(4) Date Filed:
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THIS IS A VERY SPECIAL PROXY.
FOR THE FIRST TIME WE ARE SEEKING TO AMEND ITEMS THAT REGULATE OUR FUND.
ITEMS 3 AND 4 REPRESENT CHANGES IN THE PRACTICES OF THE FUND. FIFTY PERCENT OF
SHAREHOLDERS MUST VOTE AND 67% OF THE VOTES MUST SUPPORT THE PROPOSITIONS FOR
THE CHANGES TO BE EFFECTIVE. PLEASE VOTE.
NEW ALTERNATIVES FUND, INC.
150 BROADHOLLOW ROAD, SUITE 306, MELVILLE, NEW YORK 11747
NOTICE OF 1998 ANNUAL MEETING
Notice is hereby given that the 1998 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 25th, 1998 at
7:30 P.M. for the following purposes:
ITEM 1. To elect eight Directors to serve for the ensuing year.
ITEM 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, 1998.
ITEM 3. To consider and act upon a Proposal to Amend Item 16 of the Fund
Statement of Additional Information which currently prohibits the purchase of
securities outside of the United States. The amendment would provide that up to
15% of the fund's assets at time of investment could be made in foreign
securities, where substantial information concerning such companies was
available in the English language and where trading was available to the fund
in United States Currency. The directors reasoning in support of this change is
described below at (page 8)
ITEM 4. To consider and act upon a Proposal to Amend the Fund Investment
Philosophy (as set forth in the prospectus) which prohibits investing more than
25% of fund assets in companies not listed on the New York Stock Exchange or
the American Stock Exchange. The amendment would terminate this provision. The
director reasoning in support of this change is described below at (page 8)
ITEM 5. 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.
Melville, N.Y. Maurice L. Schoenwald
Dated: July 31, 1998 Secretary.
*FOR INFORMATION ON HOW TO GET THERE; CALL THE OFFICE AT (800) 423-8383
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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 1998 Annual meeting of Shareholders
of the Fund (the "meeting"), to be held at 173 West Boathouse Lane, West
Bayshore, New York 11706 on September 25th, 1998 at 7:30 P.M. The approximate
mailing date of this Proxy Statement is August 14, 1998.
All properly executed Proxies received prior to the meeting will be voted by
the attending directors ,acting as proxies, 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 eight 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 31, 1998 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 31, 1998, the Fund
had 1,184,627.4 shares. To the best knowledge of the Fund, there is no owner or
beneficial owner of the fund 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 31, 1998, at the office of the Fund, 150 Broadhollow Road, Melville,
New York, 11747.
ITEM # 1. ELECTION OF DIRECTORS
At the meeting, eight 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 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
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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:
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name and Address Age and Principal Occupations Director Shares of nominee
During Past Five Years Since owned or beneficially
Owned at 07/31/98
Maurice L. Schoenwald* Age 78, member of New York (1947) and 1981 5229
5270 Gulf of Mexico Drive, Florida (1978) Bar; Fund Chairman
Longboat Key and Founder; former faculty, Hofstra
University; author financial
publications
David J. Schoenwald* Age 48, member of New York Bar (1969); 1981 3001
14 Strawberry Lane Fund founder, formerly reporting staff
Huntington, NY of Newark Star Ledger, now member
Schoenwald & Schoenwald PC; son of
Maurice Schoenwald
Daniel Wolfson Age 38; Resource Manager, 1995 263
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 medical
student University of Vermont.
Sharon Reier Age 50; Financial Journalist 1981 812
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 60; MBA, Pres. of Dwayner/ 1981 1338
East 58th St. Communications/ Advertising and
New York, NY 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 71; RN, M.S. First Fund Investor 1981 564
160 Sweet Hollow Rd First Fund Investor; Member Sierra Club
Huntington, NY and Nature Conservancy.
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Arthur G. Kaplan Age 75, Admitted to practice law 1981 248
215 Green Ridge New York (1951), Oregon (1956),
Lake Oswego, OR District of Columbia (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 75, Graduate Education in 1990 564
160 Sweet Hollow Rd Horticulture Present Director &-retired
Huntington, NY superintendent of Pinelawn Memorial Park.
Outdoors-man and environmentalist.
</TABLE>
* (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
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
1997 meeting was held on September18, 1997. The Directors met once during the
current fiscal year, on June 26, 1998. The meeting was devoted to the review
and study of operations. The directors voted for the inclusion of the
resolutions proposed herein and for selection of the annual meeting date .
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 18, 1997. There were 630,196 or 56% of the outstanding shares
represented at the meeting and 98.5% or more of those cast were voted for each
Director.
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Share Ownership: At July 31, 1998, the Directors and Officers of the Fund as a
group owned an aggregate of 11,519 shares or .97% of the outstanding shares of
the Fund.
ITEM #2. SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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, 1998. 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 accounting and financial reporting. A
fee of $4,015.00 for audit services was paid by the Fund to Kenneth Katz P.C.
for the fiscal year ended December 31, 1997. 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 18, 1997. 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 studied information
relating to, among other things: 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 environmental oriented and 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, 1997 the advisor received $282,694.68 from the Fund pursuant to the
advisory agreement, representing an annual rate of advisory fee of .77% 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
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Investment Advisor and principal underwriter of the Fund. Maurice L. Schoenwald
owns directly and beneficially 5229 shares of the fund amounting to 0.44%.
David Schoenwald owns 3001 shares of the fund amounting to 0.25% of the
outstanding shares of the fund as of July 31, 1998.
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, Suite 306 Melville, New York 11747.
TERMS OF INVESTMENT ADVISORY AGREEMENT
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 share owners, costs of share
owners' 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 by either (a) a
vote of the Board of Directors of the Fund, including a majority of the
independent directors, or (b) a vote of the share owners. Any changes in the
terms of the Management Agreement must be approved by the share owners. 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
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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 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, 1997 was $73,354.
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 18, 1997, 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.
ITEM #3. THE RECOMMENDATIONS OF THE DIRECTORS CONCERNING
PROPOSED CHANGES AS TO AUTHORIZING CERTAIN FOREIGN INVESTMENT
We presently have no shares of companies incorporated outside of the United
States. The principal reason that the managers originally adopted this policy,
on founding the fund in 1982, was that foreign companies did not always supply
the same kind of information as US companies. We lacked the staff to read
foreign languages and visit foreign countries. We were also concerned with
keeping track of a host of foreign currencies.
This policy denied us a number of attractive investments. For example, we did
not buy the shares of Ballard, a Canadian company, making fuel cells. Ballard
is traded on the NASDAQ stock exchange in dollars and reports just as well as
any U.S. company. This is true of other companies that have attracted our
interest. They often trade as US deposited shares, "ADR's." Plentiful
information is available about these companies. They are traded in US dollars.
We are proposing to permit investment of up to 15% of assets in companies which
have information reports that we see as readable as US reports, that are easily
traded in US dollars and where daily pricing information is publicly available.
When the fund was founded, we did not perceive that there was wide availability
of materials about certain groups of non U.S. companies and that they were
actively traded in US dollars in New York markets. Perhaps things have changed
since 1982. In any case it is true now and we perceive it. We think we need to
be able to buy companies that are leaders in the environment and alternative
energy outside the United States.
We will not be proposing to take courses in Chinese or to make trips to China
or other remote or exotic locations. We are proposing to include foreign
investments where there is active trading on U.S. exchanges and substantial
information in English. Of course our orientation to alternate energy and the
environment and our social concerns will remain the same.
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ITEM #4. THE RECOMMENDATIONS OF THE DIRECTORS CONCERNING
RESTRICTIONS ON PURCHASE AND SALE OF STOCKS ON ALTERNATIVE STOCK
EXCHANGES
When we started the Fund, we perceived a hierarchy of stability: 1. The New
York Stock Exchange. 2. The American Stock Exchange. 3. NASDAQ. We limited
ourselves. We required putting at least 75% of our investments in the New York
or American exchanges. Then, 1982, they were numbered 1 and 2. This was
intended to reduce risk.
Over the years NASDAQ has grown larger, in the number of companies traded, than
the American Exchange and in other respects is seen by many investors as number
"2" with the American Exchange now as number "3". The format of listings in
publications such as the New York Times appears to confirm the change of
status.
Now, it is likely that NASDAQ and the American Exchange, will merge. It is also
expected that other US exchanges will be incorporated in this merger. We have
no idea as to which or what name will be used. Irrespective of the new name, it
is our present intent to treat them, after a merger, as if they were both part
of the former number 2 , the American Exchange. We believe that in the event of
a merger we might not require a vote. However, we believe that we can avoid
remote regulatory conflicts and other questions by asking our shareholders to
approve this change which will make distinctions between various US stock
exchanges obsolete and non-binding on the fund or its board and managers.
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, 1997 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 semiannual 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, 1999.
Dated: July 31, 1998: By order of the Directors
Melville, New York Maurice L. Schoenwald, Secretary
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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 31th of July 1998 at the annual
meeting of shareholders of the Fund to be held on September 25th, 1998 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, 3, 4 AND 5.
ITEM 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 - Sharon Reier - Dorothy Wayner - Dudley Clayton
ITEM 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
{ } { } { }
ITEM 3. Approve eliminating requirement of investing in only U.S. companies
FOR AGAINST ABSTAIN
{ } { } { }
PLEASE TURN OVER AND COMPLETE
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ITEM 4. Approve ending the distinctions between stock exchanges.
FOR AGAINST ABSTAIN
{ } { } { }
5. 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 :........................, 1998
X.........................................................
Signature
X.........................................................
Signature if held jointly
THIS YEAR IS THE FIRST TIME WE HAVE SOUGHT TO MAKE A SIGNIFICANT CHANGE IN OUR
FUND REGULATIONS. HELP US AVOID THE BURDEN OF CALLING SHAREHOLDERS AND
SOLICITING VOTES TO MAKE A SUFFICIENT MAJORITY.
PLEASE REMEMBER TO SIGN, DATE AND RETURN THE PROXY, USING THE ENCLOSED ENVELOPE.
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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