ALL SEASONS GLOBAL FUND INC
PRER14A, 1995-10-26
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October 24, 1995


U.S. Securities and Exchange Commission
450 5th Street N.W.
Washington, DC 20549

Dear Sir/Madame:

With this electronic filing we are submitting preliminary proxy materials in 
preparation for the annual meeting of shareholders of this Fund.  The material
contain the following items: (1) The routine election of directors; (2) The 
routine ratification of auditors; and (3) a shareholder proposal.

The filing fee of $125.00 has previously been submitted.

Please direct any comments or questions on this material to Steven Felsenstein,
Esquire at (215) 564-8074 at the firm of Stradley, Ronon, Stevens & Young.

Sincerely,

Nancey M. McMurtry
Assistant Secretary


NMM/jr

cc: Diego J. Veitia
    Steven M. Felsenstein, Esquire

bcc: Fund Directors


<PAGE>                                 
                                      ALL SEASONS GLOBAL FUND, INC.
                                         250 Park Avenue South
                                               Suite 200
                                       Winter Park, Florida 32789

                                NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                           December 18, 1995
                                          -------------------

TO THE STOCKHOLDERS
 ALL SEASONS GLOBAL FUND, INC.

         Notice is hereby  given that the annual  meeting of  stockholders  of
All Seasons  Global Fund, Inc. (the "Fund") will be held on Monday,
December 18, 1995, at 10:00 a.m.  local time, at the Langford
Resort  Hotel,  300 East New England  Avenue,  Pavilion D, Winter Park,  Florid
32789 for the following purposes:

         1.       To elect a Board of six  Directors  to  serve  until  the next
                  annual  meeting  and until  their  successors  shall have been
                  elected and qualified.

         2.       To ratify the action of the Board of  Directors  in  selecting
                  KPMG  Peat  Marwick  as  auditors  to  examine  the  books and
                  financial statements of All Seasons Global Fund, Inc., for the
                  period  commencing  January  1, 1995 and ending  December,  31
                  1995.

         3.       To vote on a shareholder  proposal that the Board of Directors
                  of the Fund take such steps as the Board  deems  necessary  to
                  ensure that  stockholders  may dispose of their  shares of the
                  Fund at net asset value.

         4.       To transact such other business as may properly be brought
                  before the meeting.

Stockholders  of record at the close of  business  on October  27,  1995 will be
entitled to vote at the  meeting.  It is hoped that you will attend the meeting,
but if you cannot do so, please fill in and sign the enclosed proxy,  and return
it in the  accompanying  envelope  as  promptly  as  possible.  Any  stockholder
attending can vote in person even though a proxy has already been returned.

                                            By Order of the Board of Directors


                                            DIEGO J. VEITIA
Winter Park, Florida                        Chairman
November 3, 1995

P.S. In order to save your Fund the additional expense of further  solicitation,
please be kind enough to complete and return your proxy card today.


<PAGE>

                                      ALL SEASONS GLOBAL FUND, INC.
                                          250 Park Avenue South
                                                Suite 200
                                       Winter Park, Florida 32789
                                         -----------------------

                                             PROXY STATEMENT
                                          --------------------

         This proxy statement is furnished in connection  with the  solicitation
of  proxies  by or on behalf  of the Board of  Directors  (the  "Board")  of All
Seasons  Global  Fund,  Inc.  (the  "Fund")  for use at the  Annual  Meeting  of
Stockholders  (the "Annual  Meeting") to be held at the Langford Resort Hotel on
Monday, December 18, 1995 at 10:00 a.m., local time. The address of the hotel is
300 East New England Avenue, Winter Park, Florida 32789.

Proxy Solicitation

         All  proxies in the  enclosed  form  which are  properly  executed  and
returned to the Fund prior to the close of business on December 15,  1995,  will
be voted as  provided  as therein at the  Annual  Meeting or at any  adjournment
thereof.  A Stockholder  executing and returning a proxy has the power to revoke
it at any  time  before  it is  exercised  by  giving  written  notice  of  such
revocation to the Secretary of the Fund.  Signing and mailing the proxy will not




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