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NEW ALTERNATIVES FUND, INC.
150 BROADHOLLOW ROAD, SUITE 306, MELVILLE, NEW YORK 11747
NOTICE OF Year 2000 ANNUAL MEETING
Notice is hereby given that the Year 2000 Annual meeting of Shareholders (the
"meeting") of New Alternatives Fund, Inc. (the "Fund") will be held at 12 Valley
Court, Huntington, NY on September 22nd, 2000 at 7:30 P.M. for the following
purposes:
ITEM 1. To elect nine Directors to serve for the ensuing year.
ITEM 2. To consider and act upon a proposal to ratify the Directors selection of
Joseph A. DonAngelo, CPA as independent certified public accountant of the Fund
for its fiscal year ending December 31, 20001.
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: August 4, 2000 Secretary
*FOR INFORMATION ON HOW TO GET THERE; CALL THE OFFICE AT (800) 423-8383
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1. Kenneth Katz, CPA, our prior auditor, a solo practitioner retired from
practice during the year upon the death of his beloved wife. Kenneth served us
since founding in 1982. See details concerning present candidate in proxy
statement.
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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 Year 2000 Annual meeting of Shareholders of
the Fund (the "meeting"), to be held at 12 Valley Court, Huntington, NY on
September 22nd, 2000 at 7:30 P.M. The approximate mailing date of this Proxy
Statement is August 14, 2000.
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 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 August 4, 2000 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 , 2000, the Fund
had 1,134,820,830 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 August 4, 2000, 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, 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 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. Please note that
there is a new candidate for the Board of Directors John C. Brietenbach.
Certain information concerning the nominees is set forth as follows:
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<TABLE>
<CAPTION>
Name and Address Principal Occupations Director Shares of nominee
During Past Five Years Since owned or beneficially
Owned at 08/04/00
<S> <C> <C> <C>
Maurice L. Schoenwald* Member of New York (1947) 1981 5516
5270 Gulf of Mexico Drive, and Florida (1978) Bar; Fund Chairperson
Longboat Key, FL and Founder; author of articles on legal
and investment questions; former faculty,
Hofstra University; Chairperson of Accrued
Equities, Inc.
David J. Schoenwald* Member of New York Bar (1976); 1981 3644
Valley Court 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, MD Former Resource Manager, 1995 285
East Hampton, MA Farm & Wilderness Foundation,
Plymouth, VT. Developed forest &
Wildlife habitat for conservation area.
B.S. Environmental Studies, Hampshire
College. M.S. Resource Management,
Antioch University. Presently first
Year Medical Resident. Springfield, MA
Sharon Reier Financial Journalist contributing 1981 781
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 1451
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
Plantation Drive Member Sierra Club and New York
Hauppauge, NY Nature Conservancy.
Arthur G. Kaplan Admitted to practice law 1981 269
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.
3
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John C. Brietenbach History Teacher, Town Planning Administrator (2) 62(3)
Delaware Ave. Village Volunteer Fireman, Clerk Warren County
Silver Bay, NY 12874 Family Court, Drafted storm water
and water quality preservation regulations
for county and city and Lake George Basin
Admitted to NY Bar, 1999, firm of John M. Silvestri
Dudley Clayton Graduate Education in Horticulture 1981 564
Plantation Drive Present Director and retired superintendent of
Huntington, NY 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
1999 meeting was held on September 30, 1999. The Directors met once during the
current fiscal year, on June 20, 2000. The meetings were devoted to the review
and study of operations. The "outside" directors nominated a new director to
replace the late Mr. Tylinski for consideration by the shareholders during the
coming meeting. The results of the most recent audit by the SEC were discussed
and a proposed change to the directors fees to $ 500.00 per year. The increased
market interest in alternative energy and its effect on performance were
considered. 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 30, 1999 were 606012 or 56.40% of the outstanding shares represented
at the meeting and 98% or more of those cast were voted for each Director.
Share Ownership: At August 4, 2000, the Directors and Officers of the Fund as a
group owned an aggregate of 13,136 shares or 1.157% of the outstanding shares of
the Fund.
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2 This is the first time this nominee is running for the board.
3 Shares owned jointly with his wife
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ITEM #2. SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Kenneth Katz was our auditor since the founding of the fund in 1982. He was a
solo practitioner. He was known to the fund Chairperson for about 40 years.
During his service the Fund was never found wanting in any of its accounting.
During 1999 his wife of more than 40 years of marriage died. He was distressed
an decided that was time to retire and spend more time with his children and
grand children. We appreciated his friendly manner, his willingness to serve
when we were a tiny brand new mutual fund, his reliable service and his modest
charges. There were no disagreements.
Audit services performed by Kenneth D. Katz P.C. during the last fiscal year
before his retirement 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 $4,745.00 for audit services was
paid by the Fund to Kenneth Katz P.C. for the fiscal year ended December 31,
1999.
The Directors of the Fund have selected Joseph A. Don Angelo, independent
certified public accountant, to examine the financial statements of the Fund for
the fiscal year ending December 31, 2000. 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. The newly nominated account has been
invited to attend the annual meeting and the meeting of the Board of Directors
and any statement he may care to make will be welcomed.
He has served with several accounting firms, including Wolfe&Co, Imbase, Sein
and Wasserman, PC, CPA's. He is a member of the American Institute of Certified
Public Accountants and a member of the New York State Society of Public
Accountants. He is experienced with clients involved with stock trading. Among
his present clients are a stock transfer agent and stock broker dealers. He has
consulted with the fund staff pending his consideration by the shareholders. His
resume has been examined by all the directors. He maintains offices at 22
Jericho Turnpike, Mineola, New York, 11501.
Joseph A. Don Angelo has replaced Kenneth Katz as independent certified public
accountant for Accrued Equities, Inc., the advisor and distributor.
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 30, 1999
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 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 $262,917 from the Fund pursuant to the advisory
agreement, representing an annual rate of advisory fee of 0.80% 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 Chairperson 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 5516 shares of the Fund amounting to 0.048 %. David
Schoenwald owns 3644 shares of the Fund amounting to 0.32 % f the outstanding
shares of the Fund as of August 4, 2000.
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.
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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 Underwriter.
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 by the Fund for the purchase and sale of portfolio
securities for the year ending December 31, 1999 was $108,221.00
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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, 1999 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, 2001.
Dated: August 4, 2000 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 August 4, 2000 at the annual meeting of
shareholders of the Fund to be held on September 22, 2000 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
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 - Dr. Daniel Wolfson - Lee Clayton -
Arthur G. Kaplan - Sharon Reier - Dorothy Wayner - Dudley Clayton - John C.
Brietenbach, Jr.
ITEM 2. Proposal to ratify the selection of Joseph A. Don Angelo as the
independent certified public accountant for the Fund
FOR AGAINST ABSTAIN
{ } { } { }
PLEASE TURN OVER AND COMPLETE
ITEM 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 :........,2000
X................................................
Signature
X..............................................
Signature if held jointly
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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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