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NEW ALTERNATIVES FUND, INC.
150 BROADHOLLOW ROAD, SUITE 306, MELVILLE, NEW YORK 11747
NOTICE OF 1999 ANNUAL MEETING
Notice is hereby given that the 1999 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 30th, 1999 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, 1999.
ITEM 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.
Melville, N.Y. Maurice L. Schoenwald
Dated: July 31, 1999 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 1999 Annual meeting of Shareholders of the
Fund (the "meeting"), to be held at 173 West Boathouse Lane, West Bayshore, New
York 11706 on September 30th, 1999 at 7:30 P.M. The approximate mailing date of
this Proxy Statement is August 14, 1999.
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, 1999 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, 1999, the Fund
had 1,073,765.729 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, 1999, at the office of the Fund, 150 Broadhollow Road, Melville,
New York 11747.
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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 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.
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Certain information concerning the nominees is set forth as follows:
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Name and Address Age and Principal Occupations Director Shares of nominee
During Past Five Years Since owned or beneficially
Owned at 07/31/99
<S> <C> <C> <C>
Maurice L. Schoenwald* Member of New York (1947) 1981 5266
5270 Gulf of Mexico Drive, and Florida (1978) Bar; Fund Chairman
Longboat Key, FL and Founder; author of articles on legal
And investment questions; former faculty,
Hofstra University; Chairman of Accrued
Equities, Inc.
David J. Schoenwald* Member of New York Bar (1976); 1981 3029
14 Strawberry lane Fund founder, formerly reporting staff of
Huntington, NY Newark Star Ledger, now member
Schoenwald & Schoenwald PC; Attorneys;
son of Maurice Schoenwald. President of
Accrued Equities, Inc.
Daniel Wolfson Former Resource Manager, 1995 266
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 Financial Journalist contributing 1981 821
Rue Lord Byron to Business Week & International Herald
Paris, France 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 MBA, Pres. of Dwayner/Communications/ 1981 1353
East 58th St. Advertising and Publishing, NY;
New York, NY MBA-New York University; Member,
Former officer 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 RN, M.S. First Fund Investor; 1981 564
160 Sweet Hollow Rd Member Sierra Club and New York
Huntington, NY Nature Conservancy.
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Arthur G. Kaplan Admitted to practice law 1981 251
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 Graduate Education in Horticulture 1981 564
160 Sweet Hollow Rd Present Director &-retired superintendent of
Huntington, NY Pinelawn Memorial Park. Outdoors-man 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
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
1998 meeting was held on September 15, 1998. The Directors met once during the
current fiscal year, on July 12, 1999. The meeting was devoted to the review and
study of operations, the updated prospectus, Year 2000 issues and proposed
charges to regulations governing directors. 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 25, 1998. There were 666,393 or 52.2% of the outstanding shares
represented at the meeting and 97% or more of those cast were voted for each
Director.
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Share Ownership: At July 31, 1999, the Directors and Officers of the Fund as a
group owned an aggregate of 12,074shares or 1.03% 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, 1999. 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 $4,369.00 for audit services was paid by the Fund to Kenneth Katz P.C. for
the fiscal year ended December 31, 1998. 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 25, 1998.
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, 1999 the advisor received $281,189 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 Investment
Advisor and principal underwriter of the Fund. Maurice L. Schoenwald owns
directly and beneficially 5266 shares of the Fund amounting to 0.49%. David
Schoenwald owns 3029 shares of the Fund amounting to 0.28% f the outstanding
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shares of the Fund as of July 31, 1999.
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 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
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
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by the Fund for the purchase and sale of portfolio securities for the year
ending December 31, 1998 was $61,878.
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, 1998 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, 2000.
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 31st of July 1999 at the annual meeting
of shareholders of the Fund to be held on September 25th, 1999 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
{ } { } { }
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.
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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:........................, 1999
X...........................................................
Signature
X...........................................................
Signature if held jointly
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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WRITE YOUR NOTES HERE:
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