<PAGE>
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
NATIONAL INDUSTRIES FUND, INC.
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(Name of Registrant as Specified In Its Charter)
NATIONAL INDUSTRIES FUND, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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 amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / 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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<PAGE>
NATIONAL INDUSTRIES FUND, INC.
1801 Century Park East Los Angeles, California 90067
Phone Number: 310-277-1450
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 1996
The Annual Meeting of Stockholders of National Industries Fund, Inc., a
Delaware corporation, (the "Fund") will be held at 1801 Century Park East,
Suite 1800, Los Angeles, California on March 28, 1996 at 11:30 a.m., Los
Angeles time for the following purposes:
(1) To elect a board of four directors.
(2) To ratify the selection by the Board of Directors of Hein + Associates as
independent public accountants for the fiscal year ending November 30,
1996.
(3) To change the name of National Industries Fund, Inc.
(4) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The close of business on February 1, 1996, has been fixed as the record
date for the determination of stockholders entitled to vote at the meeting
and only holders of shares of the capital stock of record at the close of
business on that date will be entitled to vote. The stock transfer books
will not be closed. The Proxy is revocable and will not affect your right to
vote in person in the event you attend the meeting.
If you do not expect to be present at the meeting, please sign, fill in and
return the enclosed Proxy.
Colleen M. Schomer
SECRETARY
February 14, 1996
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-NIF 1-
<PAGE>
PROXY STATEMENT
NATIONAL INDUSTRIES FUND, INC.
1801 Century Park East Los Angeles, California, 90067
ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 1996
The enclosed Proxy is solicited by the Board of Directors of National
Industries Fund, Inc., a Delaware corporation (the "Fund"), in connection
with the Annual Meeting of Stockholders to be held on March 28, 1996. Any
person giving a Proxy hereunder may revoke it at any time prior to the
exercise thereof by filing with the Secretary of the Fund an instrument
revoking it or a duly executed Proxy bearing a later date, or may vote at the
meeting in person. The Fund will furnish, without charge, a copy of the
Annual Report (the "Annual Report") and the Fund's most recent semi-annual
report, if any, succeeding the Annual Report to any shareholder upon receipt
of a telephonic request for the Annual Report. All such requests should be
directed to Colleen M. Schomer, Corporate Secretary, National Industries
Fund, Inc., (310) 277-1450, and may be made by collect call.
Where specific instructions are given, Proxies will be voted in
accordance with those instructions. In the absence of instructions, the
persons named therein will vote in accordance with their discretion which
they intend to exercise in favor of each of the proposals set forth in this
proxy statement. The enclosed form of proxy includes discretionary authority
for the Proxies to cumulate votes.
On February 1, 1996, the record date for determining stockholders
entitled to vote at the Annual Meeting, there were outstanding 2,530,359
shares of capital stock, all of one class. Each share is entitled to one
vote and in the election of directors, stockholders have the right to
cumulate their votes. Under the cumulative voting method, a stockholder is
entitled to cast a total number of votes equal to the number of directors to
be elected multiplied by the total number of votes to which his shares are
entitled. These votes may be cast for one candidate or distributed among any
number of candidates. The four candidates receiving the highest number of
votes will be elected. If all shares outstanding on the record date are
voted, ownership of approximately 316,295 shares is sufficient to enable a
stockholder to elect one director. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum for
the transaction of business. Votes against a candidate and votes withheld
have no legal effect. In matters other than the election of directors,
abstentions are counted as votes against in tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved.
In the event that sufficient votes in favor of a proposal are not
received by the date of the Annual Meeting, the persons named as Proxies may
propose one or more adjournments of the Annual Meeting to permit further
solicitation of Proxies. Any such adjournment will require the affirmative
vote of the holders of a majority of the shares of capital stock present in
person or by Proxy at the Annual Meeting. The persons named as Proxies will
vote in favor of any such adjournment or adjournments.
Approval of Proposals Nos. 1, 2 and 3 requires an affirmative vote of a
majority of the shares represented at the annual meeting.
This Proxy Statement is being mailed on or about February 14, 1996.
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-NIF 2-
<PAGE>
PROPOSAL NO.1
ELECTION OF DIRECTORS
At the Annual Meeting, stockholders will be asked to elect four
directors who will serve until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. It is intended
that votes pursuant to the Proxy will be cast for the four nominees named
below, all of whom are presently directors of the Fund and have served
continually in this capacity since the date indicated opposite their
respective names.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED
DIRECTLY OR
YEAR FIRST INDIRECTLY AT
PRINCIPAL OCCUPATION ELECTED A FEBRUARY 1
NAMES OF NOMINEE DURING PAST 5 YEARS DIRECTOR 1996*
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<S> <C> <C> <C>
RICHARD C. BARRETT,+ President & Director, Stonebridge 1983 - 0 -
Age 54 Capital Management Incorporated;
Vice President and Director, Sierra
Growth Fund, Inc.
SELVYN B. BLEIFER, Physician, Cardiovascular Medical 1969 453.525
Age 66 Group; Director, Sierra Growth
Fund, Inc.
MARVIN FREEDMAN, Certified Public Accountant, 1973 2,169.079
Age 70 Freedman, Broder & Angen and
Director Sierra Growth Fund, Inc.
CHARLES H. HAAS, Private Investor, Retired Motion - 0 -
Age 82 Picture and Television Director,
and Director, Sierra Growth Fund, Inc.
</TABLE>
___________________
* Includes shares owned beneficially by members of immediate family.
+ "Interested Person" as defined in the Investment Company Act of 1940 by reason
of his position with the Fund's investment advisor, Stonebridge Capital
Management, Incorporated.
Mr. Freedman and Dr. Bleifer constitute the present Audit Committee of
the Board of Directors. The Audit Committee met two times in conjunction
with the regular Board of Directors meetings at which time financial and
audit information and procedures were reviewed. There are no other formal
committees of the Board.
As of February 1, 1996, directors and officers of the Fund, as a group,
owned of record and beneficially 2,623 shares, or less than 1% of the
outstanding shares of the Fund.
Each disinterested director is entitled to receive from the Fund $250
for each meeting of the Board of Directors attended, and is not entitled to
separate compensation for attendance at meetings of committees of the Board
of Directors. During the fiscal year ended November 30, 1995, Dr. Bleifer
was entitled to receive $750, Mr. Freedman was entitled to receive $750 and
Mr. Youngerman was entitled to receive $250, for their services as a director.
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-NIF 3-
<PAGE>
The following table sets forth more detailed compensation information
for the directors of the Fund during the fiscal year ended November 30, 1995:
<TABLE>
<CAPTION>
ESTIMATED TOTAL
ANNUAL COMPENSATION
AGGREGATE PENSION OR BENEFITS FROM FUND AND
COMPENSATION RETIREMENT UPON FUND COMPLEX(1)
DIRECTOR FROM FUND BENEFITS RETIREMENT PAID TO DIRECTORS
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RICHARD C. BARRETT $0 $0 $0 $0
JOSEPH C. YOUNGERMAN 250 0 0 250
MARVIN FREEDMAN 750 0 0 850
SELVYN B. BLEIFER, M. D. 750 0 0 900
</TABLE>
_________________
(1) Sierra Growth Fund, Inc. and the Fund comprise a "Fund Complex" as such
term is defined in Item 22(a)(1)(v) of Rule 14a-10 of the Securities
Exchange Act of 1934, because they have the same investment advisor.
During the past fiscal year, the Board of Directors held three meetings;
Mr. Youngerman attended fewer than 75% of the meetings.
Each nominee has consented to be named in the Proxy and to serve if
elected. If due to circumstances not at present foreseen, any of the persons
above should not be available for election, the votes represented by the
Proxies will be cast for such other person or persons as the management may
recommend.
As of February 1, 1996, no person to the knowledge of the Fund owned 5%
or more of the Fund's shares.
MANAGEMENT
The following is information with respect to the executive officers of
the Fund:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND POSITION(1) DURING THE PAST 5 YEARS
- ------------------------------------------------------------------------------------------------
<S> <C>
Debra L. Newman, President Vice President, Chief Financial Officer,
Age 40 Secretary and Director, Stonebridge Capital
Management, Incorporated; Vice President
and Treasurer, Sierra Growth Fund, Inc.
Richard C. Barrett (2), Vice President President and Director, Stonebridge Capital
Age 54 Management, Incorporated; Vice President
and Director, Sierra Growth Fund, Inc.
Michael J.B. Stone, Vice President Vice President, Preferred Financial Corp.;
Age 51 President and Director, Industry Savings Plans, Inc.;
President and Director, NIF Management Co., Inc.
</TABLE>
_________________
(1) All of the officers serve at the discretion of the Fund's Board or
Directors.
(2) Also serves as director of the Fund.
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-NIF 4-
<PAGE>
The principal underwriter of the Fund's shares is Industry Savings
Plans, Inc., 5990 Greenwood Plaza Boulevard, Englewood, Colorado 80111.
Industry Savings Plans is wholly owned by Preferred Financial Corp., 5990
Greenwood Plaza Boulevard, Englewood, Colorado 80111, which is a wholly owned
subsidiary of Health Care Service Corporation located at 233 North Michigan
Avenue, Chicago, Illinois 60601. NIF Management Co., Inc., 5990 Greenwood
Plaza Boulevard, Englewood, Colorado 80111, which operates as the Fund
Manager, is also a wholly owned subsidiary of Preferred Financial Corp.
Stonebridge Capital Management, Incorporated is also investment advisor
to Sierra Growth Fund, Inc. The aggregate net asset value of Sierra Growth
Fund, Inc. was $4,197,142 on February 1, 1996. The terms of the present
investment advisory agreement with Sierra Growth Fund, Inc. provide for
Stonebridge Capital Management, Incorporated to receive an advisory fee from
Sierra Growth Fund, Inc., calculated on an annual basis and paid monthly.
Such fee is a percentage of the average weekly net asset value of Sierra
Growth Fund, Inc. equal to 1/3 of 1% of the first $10,000,000; 1/4 of 1% on
the next $15,000,000; and 1/8 of 1% of the excess over $25,000,000.
INVESTMENT ADVISOR
The Fund's investment advisor is Stonebridge Capital Management,
Incorporated, 1801 Century Park East, Los Angeles, California 90067, (the
"Advisor"), which provides investment advisory services pursuant to an
investment advisory agreement (the "Investment Advisory Agreement") approved
by the stockholders on May 26, 1992. As of February 1, 1996, John G. Ayer
owned 9.8%, Richard C. Barrett owned 39.2%, Debra L. Newman owned 15.6% and
Karen H. Parris, Timothy G. Walt and Charles E. Woodhouse each owned 11.8% of
the outstanding stock of the Advisor. Mr. Barrett purchased 14.7% of stock
from the Advisor in November 1993 for an aggregate purchase price of $34,280.
Mr. Barrett paid for these shares through the delivery of a full recourse
promissory note, which bears interest at 6% per annum. Principal is payable
in five annual installments commencing November 10, 1994. Dr. Ayer sold
14.7% of his stock of the Advisor to Ms. Newman, Ms Parris, Mr. Walt and Mr.
Woodhouse as of January 1, 1994 for an aggregate amount of $60,000. Mr.
Woodhouse owes $28,000 for the 6.9% of stock he received, Ms. Newman owes
$16,000 for the 3.8% of stock she received and Ms. Parris and Mr. Walt each
owe $8,000 for the 2.0% of stock they received. Payments will be made in
three annual installments commencing January 1, 1996. Shares of stock held
by each stockholder may be repurchased by the Advisor in the event of their
termination of employment with the Advisor. The business address of each of
the stockholders of the Advisor is the same as the Advisor's.
The Investment Advisory Agreement requires the Advisor to supervise the
investment of the assets of the Fund, and place orders with securities
brokers/dealers for the purchase or sale of securities on behalf of the Fund,
subject to the policies and controls of the Board of Directors of the Fund.
In doing so, the Advisor is to obtain and evaluate information, reports and
studies, some or all of which may be provided to the Advisor by the
securities brokers/dealers that execute securities transactions for the Fund,
for which their compensation may consist solely of the brokerage commissions
paid by the Fund. As consideration for furnishing such services, the Advisor
will receive from the Fund Manager an annual advisory fee which is a
percentage of the average net asset value of the Fund equal to the following:
1/2 of 1% of the first $10,000,000 of average weekly net assets, 1/4 of 1% of
the Fund's average weekly net assets in excess of $10,000,000 and less than
$25,000,000; and 1/8 of 1% of the Fund's average weekly net assets in excess
of $25,000,000.
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-NIF 5-
<PAGE>
The Investment Advisory Agreement provides that it will remain in force
and effect for two years following May 26, 1992, and thereafter for
successive annual periods provided that its continuance is specifically
approved at least annually by a majority of the Board of Directors of the
Fund or by vote of the holders of a majority of the outstanding securities of
the Fund, but in either event it must be approved by a majority of the
directors who are not parties to the Investment Advisory Agreement or
interested persons of any such party by vote cast in person at a meeting
called for the purpose of voting on such approval. The current Investment
Advisory Agreement was last approved by the Board of Directors on March 28,
1995. It was submitted for approval by the Fund's stockholders on May 26,
1992, in order to obtain approval of an increase in the advisory fees payable
to the Advisor, and such approval was obtained. The Investment Advisory
Agreement may be terminated without penalty at any time by the Board of
Directors of the Fund by vote of the holders of a majority of the outstanding
securities of the Fund or by the Advisor upon 60 days written notice. The
Investment Advisory Agreement shall automatically terminate in the event of
its assignment, assignment being defined in Section 2(a)(4) of the Investment
Company Act of 1940, or the termination of the Management Agreement with the
Fund Manager.
During the fiscal years ended November 30, 1993, 1994 and 1995, the
Advisor received $93,401, $96,065 and $97,356 respectively, in fees for
investment advisory services pursuant to the Investment Advisory Agreement.
At February 1, 1996, the Fund had aggregate net assets of $35,746,320.
The principal executive officers and the directors of Stonebridge
Capital Management, Incorporated, together with their occupations, are as
follows:
<TABLE>
<CAPTION>
NAME AND POSITION PRINCIPAL OCCUPATION
WITH THE ADVISOR DURING THE PAST 5 YEARS
- ---------------------------------------------------------------------------------
<S> <C>
RICHARD C. BARRETT Investment Advisor -- President and Director of
PRESIDENT AND DIRECTOR Stonebridge Capital Management, Incorporated; Director
and Vice President, Sierra Growth Fund, Inc.;
Director and Vice President, National Industries Fund,
Inc., 1801 Century Park East, Los Angeles, CA 90067.
JOHN G. AYER Investment Advisor -- Director and Executive Vice President
DIRECTOR AND of Stonebridge Capital Management, Incorporated; President
EXECUTIVE VICE PRESIDENT and Director, Sierra Growth Fund, Inc., 1801 Century Park
East, Los Angeles, CA 90067.
DEBRA L. NEWMAN Accountant -- Director, Vice President, Chief Financial
VICE PRESIDENT, CHIEF Officer and Secretary of Stonebridge Capital Management,
FINANCIAL OFFICER AND Incorporated; Vice President and Treasurer, Sierra Growth
SECRETARY Fund, Inc.; President, National Industries Fund, Inc., 1801
Century Park East, Los Angeles, CA 90067.
</TABLE>
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- -----------------------------------------------------------------------------
-NIF 6-
<PAGE>
PORTFOLIO TRANSACTIONS
During the fiscal year ended November 30, 1995, orders for the purchase
and sale of portfolio securities were placed by the Advisor, on behalf of the
Fund, with 11 broker/dealer firms, resulting in payment of brokerage fees by
the Fund in the aggregate amount of $67,890. Approximately 90% of these
brokerage commissions were paid to broker/dealer firms, which, in addition to
executing the securities transactions, also furnished the Advisor with
statistical and research material. During the fiscal years ended November
30, 1994 and 1995, the Fund paid brokerage fees in the aggregate amount of
$104,550 and $67,890, respectively. None of the broker/dealer firms with
which the Fund conducts business is engaged in sales of the Fund and none is
affiliated with either the Fund, the Advisor or the Fund's principal
underwriter.
It is the Fund's policy that the Advisor shall seek to obtain both
quality research and best combination of price and execution of purchase and
sale transactions and that the Advisor shall seek to negotiate the brokerage
commissions to provide fair, competitive compensation for the broker's
services, giving consideration to the statistical and research services
provided as well as the brokerage execution services. Research services
furnished by brokers through whom the Fund effects security transactions may
be used by the Advisor in servicing all of its accounts and not all such
services may be used by the Advisor in connection with the Fund. Subject to
periodic review by the Board of Directors, the Advisor is authorized to pay
higher commissions to brokerage firms that provide it with investment and
research information if the Advisor determines such commissions are
reasonable in relation to the overall services provided. When transactions
are executed in the over-the-counter market, the Fund generally selects a
broker/dealer if they offer the same or better prices. The rate of portfolio
turnover during the fiscal years ended November 30, 1993, 1994 and 1995 was
56.4%, 36.37% and 38.28% respectively.
Decisions to buy and sell securities for the Fund, assignment of its
portfolio turnover business and negotiations of its commission rates are made
by the Advisor.
PROPOSAL NO. 2
TO RATIFY SELECTION OF ACCOUNTANTS
It is the intention of the persons named in the attached Proxy to vote
shares represented by Proxy for ratification of the selection by the Board of
Directors (including a majority of the directors who are not interested
persons of the Advisor or the Fund) of the firm of Hein + Associates as
independent public accountants for the Fund for the fiscal year 1996 unless
otherwise indicated in the Proxy. As required by the Investment Company Act
of 1940, such selection is submitted to the stockholders for their
ratification. No representative of Hein + Associates will be present at the
Annual Meeting.
For the fiscal year ended November 30, 1995, Hein + Associates served as
the Fund's independent public accountants and performed audit services. It
also performed the nonaudit service of preparing the Fund's income tax
returns; fees for such nonaudit services were less than 20% of fees received
from the Fund for audit services. The employment of Hein + Associates as
independent public accountants for the fiscal year ended November 30, 1995,
was approved by the Fund's Board of Directors on December 20, 1994, and
ratified by its stockholders on March 28, 1995.
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-NIF 7-
<PAGE>
PROPOSAL NO. 3
TO CHANGE THE NAME OF THE FUND
At the annual meeting, stockholders will be asked to approve an
amendment to the Articles of Incorporation of the Fund changing the name of
the Fund to Stonebridge Growth Fund, Inc. On the recommendation of
management, the Board of Directors has approved the amendment, subject to
shareholder approval as required by Delaware law. Management and the Board of
Directors believe that this change will enhance the public recognition of the
Fund. Stonebridge Capital Management, Inc. will enter into a license
agreement with the Fund permitting the Fund to use the phrase "Stonebridge"
in its name for so long as Stonebridge Capital Management, Inc. continues to
act as the Fund's advisor. There will be no change in the Funds objectives or
policies as a result of the name change.
It is the intention of the persons named in the attached Proxy to vote
shares represented by the Proxy for approval of the proposed amendment.
EXPENSES OF SOLICITATION
The total cost of this Proxy solicitation, without limitation, will be
borne by the Fund. In addition to the mails, Proxies may be solicited by
directors and officers of the Fund by personal interviews, telephone and
telegraph. It is anticipated that banks, brokerage houses, and other
custodians, nominees and fiduciaries will forward soliciting material to
beneficial owners of stock entitled to vote at the meeting, and such persons
will be reimbursed for their out-of-pocket expenses incurred in this
connection.
OTHER MATTERS
The management knows of no other business to be presented at the Annual
Meeting, but if other matters properly do come before the meeting, it is
intended that the persons named in the Proxy will vote the same in accordance
with their best judgement.
STOCKHOLDERS PROPOSALS FOR
MEETING FOR 1997
Stockholders' proposals for the Stockholders Meeting to be held in the
year 1997, must be received by the Fund no later than October 19, 1996, in
order to be considered for inclusion in the Proxy Statement for such meeting.
Any such proposals must satisfy all applicable federal and legal requirements.
Colleen M. Schomer
SECRETARY
February 14, 1996
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MAY SHARES YOU OWNED
ON THE RECORD DATE
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND
SIGN IT, AND RETURN IT. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND
OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
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- --------------------------------------------------------------------------------
-NIF 8-
<PAGE>
NATIONAL INDUSTRIES FUND, INC.
-PROXY- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Marvin Freedman and Selvyn B. Bleifer
or either of them, as proxies, each with the power to appoint his
substitute, and hereby authorized them to represent and to vote, as
designated below, all the shares of common stock of National Industries Fund,
Inc., (the "Fund"), held of record by the undersigned on February 1, 1996, at
the annual meeting of stockholders to be held on March 25, 1996 or any
adjournment thereof.
1. ELECTION OF DIRECTORS FOR ALL NOMINEES WITHHOLD AUTHORITY / /
LISTED BELOW / / to vote for all nominees
(except as marked to listed below
the contrary below)
(INSTRUCTION - TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW. TO CUMULATE
VOTES, WRITE THE NUMBER OF VOTES CAST FOR EACH OF THE NOMINEES IN THE SPACE
FOLLOWING EACH OF THE NOMINEE'S NAMES BELOW, IN ACCORDANCE WITH THE METHOD
SET FORTH IN THE PROXY STATEMENT.)
Richard C. Barrett ____ Selvyn B. Bleifer ___
Marvin Freedman ___ Charles F. Haas ____
2. To ratify the selection by the Board of Directors of Hein + Associates as
the independent public accountants for the fiscal year ending November 30,
1996.
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal to amend the Articles of Incorporation to change the name of the
corporation to Stonebridge Growth Fund Inc.
/ / FOR / / AGAINST / / ABSTAIN
4. In their decision, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE>
PLEASE SIGN AND RETURN THIS PROXY PROMPTLY
NATIONAL INDUSTRIES FUND, INC.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NOT DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor or
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
authorized person. The undersigned acknowledges receipt of the Notice of
Annual Meeting and Proxy Statement, dated February 14, 1996.
- --------------------------------------------------------------------------
No. of Shares
ACCOUNT NUMBER to be voted
-------------------------------
Signature
-------------------------------
PLEASE MARK, SIGN, DATE AND RETURN Signature
THE PROXY CARD PROMPTLY, USING
THE ENCLOSED ENVELOPE. -------------------------------
DATED
