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
affect your right to give a later proxy or to attend the Annual Meeting and vote
your shares in person. The Fund believes that under Maryland law, abstentions
and broker non-votes may be included for purposes of determining whether a
quorum is present at the meeting, but would not be treated as votes cast and,
therefore, would not be counted for purposes of determining whether matters to
be voted on at the meeting have been approved.
The Board intends to bring before the meeting the matters set forth in
items 1 and 2 in the foregoing notice. The persons named in the enclosed proxy
and acting thereunder will vote with respect to items 1, 2, 3, and 4 in
accordance with the directions of the stockholder as specified on the proxy
card; if no choice is specified, the shares will be voted IN FAVOR of the
election of the six directors named under item 1, IN FAVOR of ratification of
KPMG Peat Marwick as auditors, and will abstain with respect to the shareholder
proposal set forth in item 3, all as set forth herein. If any other matters are
properly presented to the meeting for action, it is intended that the persons
named in the enclosed proxy and acting thereunder will vote in accordance with
the views of management thereon. This proxy statement and form of proxy are
being first sent to stockholders on or about November 3, 1995.
With respect to the election of directors (Item 1), the six nominees
receiving the greatest number of votes will be elected. The affirmative vote of
a majority of the votes cast at the meeting is required for the ratification of
the selection of independent public accountants (Item 2). The affirmative vote
of two thirds of the outstanding voting securities of the Fund would be required
to approve the actions which would accomplish the purpose of the resolution set
forth in item 3, and will therefore be required for approval of the proposal
(Item 3).
<PAGE>
The Fund will bear the entire cost of preparing, printing and mailing
this proxy statement, the proxies and any additional materials which may be
furnished to stockholders. Solicitation may be undertaken by mail, telephone,
telegraph and personal contact. At this time the Fund has no arrangement for
paid solicitors, but such solicitation arrangement could be undertaken should
the Fund's Board of Directors deem it to be in the best interests of the Fund
and its shareholders. The anticipated cost of such solicitation is $6,000.00. To
date the Fund has spent $125.00 toward the cost of solicitation. The total
amount estimated to be spent is $15,000. The Annual Report of the Fund for its
fiscal year ending December 31, 1994 was mailed to stockholders of record on
March 1, 1995, and has thereafter been mailed to persons who have become
stockholders of record entitled to vote at this meeting.
Voting Securities and Principal Holders Thereof
Holders of Common Stock of the Fund of record at the close of business
on October 27, 1995 will be entitled to vote at the Annual Meeting or any
adjournment thereof. As of October 16, 1995, the Fund had outstanding
8,239,756.739 shares of Common Stock. The stockholders are entitled to one vote
per share on all business to come before the meeting. The Fund has been notified
by a filing made on Schedule 13G that Deep Discount Advisors, Inc. and Ron Olin
Investment Management Company, in the aggregate, control and share dispositive
powers over shares of common stock in excess of 5%. The Fund has also been
notified by a filing made on Schedule 13D that Steel Partners II, L.P., Warren
Lichtenstein, and Lawrence Butler, in the aggregate, control and have
dispositive powers over shares of common stock in excess of 5%. The officers and
directors of the Fund as a group beneficially own in the aggregate less than 1%
of the outstanding Common Stock of the Fund.
-------------------------
ITEM 1 - ELECTION OF DIRECTORS
At the Annual Meeting six directors, constituting the entire Board of
Directors (the "Board") of the Fund, are to be elected to hold office until the
next annual meeting or until their successors are elected and shall have been
qualified. Each nominee has consented to serve if elected. At a meeting of the
Board of the Fund on September 30, 1995, pursuant to the Fund's By-Laws, the
Board set the number of directors of the Fund at six persons effective with the
appointment of a sixth director who will serve until the election of directors
at the next meeting of shareholders at which time all directors stand for
election. If any nominee for any reason becomes unable to serve, the persons
named as proxies will vote for the election of such other persons as they
believe will carry on the present policies of the Fund and as they deem to be
qualified. The ages, principal occupations during the past five years and
certain other affiliations of the nominees, the amount of stock owned
beneficially, directly or indirectly, in the Fund and the years they first
become directors of the Fund are as follows:
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Shares owned
benefic'lly
First Directly or Percent
Age ( ) Principal Occupation Became Indirectly of Class
Name and Address and other affiliations Director at 11/30/94 11/30/94
- ---- --- ------- --- ----- ------------ -------- -- -------- --------
* Diego J. Veitia (3) (52) Chairman-- International Assets 1987 47,089.85 ^
250 Park Avenue South Advisory Corporation, 1981; Veitia
Suite 200 and Associates, Inc., 1991; Global
Winter Park, FL 32789 Assets Advisors, Inc., 1994;
International Assets Holding
Corporation, 1987; America's All
Season Fund, Inc. 1987; America's
All Seasons Income Fund, Inc., 1988.
Robert A Miller, Ph.D. (52) Academic Vice President, Queens 1987 1,277.788 ^
(2)(3) College, since July, 1994; Provost,
2910 Selwyn Avenue Antioch University from August,
#136 1991 to July, 1994; formerly Dean,
Charlotte, NC 28209 The Hamilton Holt School,
Rollins College 1984 to 1991; Director
of America's All Season Fund, 1987;
Director of America's All Seasons
Income Fund, Inc., since 1988.
Adrian Day (2) (45) Investment adviser and writer; 1990 1,395.933 ^
900 Bestgate Road Editor, Investment Analyst, an
Suite 405 investment newsletter since 1987;
Annapolis, MD 21401 President, Global Strategic
------ ---------
Management, Inc. money management
----------- ----
firm since 1991; President,
Investment Consultants
International, Ltd. since 1981;
Director, Telegold Ltd., since 1995;
President, Day Assets Ltd.,
1988-1992; former Director of North
Lily Mining until 1993; former
director Vidatron Communications until
1993; and Director, America's All
Seasons Income Fund, Inc. since 1990.
<PAGE>
*Jerome F. Miceli (3) (52) President, Global Assets 1990 3,580.322 ^
250 Park Avenue South Advisors, Inc. since May, 1994; CEO,
Suite 200 International Assets Advisory
Winter Park, FL 32789 Corporation since September, 1992;
President of International Assets
Advisory Corporation since June, 1990;
Treasurer, America's All Season Fund,
Inc., since December, 1990;
Treasurer, America's All Seasons
Income Fund, Inc., since December,1990;
Director and Chief Operations Officer,
Veitia and Associates, November, 1990;
formerly Chief Operating Officer of
Williams Securities from 1988 to May, 1990.
*Stephen A. Saker (48) Director and Vice President 1987 963.552 ^
250 Park Avenue South International Assets Advisory
Suite 200 Corporation since June, 1985;
Winter Park, FL 32789 Executive Vice President since 1993.
Secretary, America's All Seasons
Income Fund, Inc. since 1988.
Secretary, America's All Season
Fund, Inc. since 1987; Secretary,
Global Assets Advisors, Inc., 1994.
Michael Petrino (49)President, Calport Asset 1995 2600.00 ^
255 Main Street Management, a registered investment
Suite. 103 adviser since July 1991, Pres. of
Westport, CT 06880 Matrix Capital Management, a
registered investment adviser, 1985
to July 1990.
<FN>
*Interested Director under the Investment Company Act of 1940 (the "1940 Act").
Mr. Veitia is an "interested" member of the Board of Directors by nature of his
position as an officer of the Fund, and also by nature of his positions as Chief
Executive Officer and sole shareholder of Veitia and Associates, Inc., the
Fund's Adviser, and International Assets Advisory Corporation, the Fund's
principal underwriter. Messrs. Miceli and Saker are "interested persons" due to
their positions as officers of the Fund and their positions as officers or
employees of Veitia and Associates, Inc., and International Assets Advisory
Corporation.
(2) Dr. Miller is the Chairman of the Audit Committee of the Fund, and Mr. Day
is the other member of the Audit Committee. The Committee met twice during 1995.
<PAGE>
(3) Mr. Veitia is the Chairman of the Nominating Committee, and Dr. Miller and
Mr. Miceli are the two other members of the Nominating Committee. The Committee
met once during 1995. Shareholders who wish to bring a prospective nominee to
the attention of the Committee may do so by submitting a brief resume of the
prospective nominee to the Secretary of the Fund.
^ Represents less than one percent (1%).
</FN>
</TABLE>
Stephen D. Sjuggerud (24) is Assistant Secretary of the Fund.
He has held that position since February, 1995. Mr. Sjuggerud is also
Assistant Vice President of Veitia and Associates, Inc., since February,
1995. Sheri Cuff (30) is Assistant Treasurer of the Fund. Ms. Cuff has
been administrative manager and operations manager, with International Assets
Advisory Corporation ("IAAC")since May, 1988. Nancey M. McMurtry (48) is
Assistant Secretary of the Fund. Ms. McMurtry became compliance director of
IAAC in August, 1988.
All officers are elected to one-year terms. All officers and directors
may be reached through the principal offices of the Fund at 250 Park Avenue
South, Suite 200, Winter Park, Florida 32789. The Board of Directors held four
regular meetings in fiscal year 1994. No director attended less than 75% of the
meetings.
Unless instructed by the stockholders to refrain from so voting, it is
the intention of the persons named as proxies to vote for the election of the
six nominees listed above as Directors. Provided that a quorum is present, a
plurality of votes validly cast at the meeting is required to elect the
Directors.
OTHER REMUNERATION AND AFFILIATIONS OF OFFICERS AND DIRECTORS
Each of the directors of the Fund who is not an affiliated person (as
defined in the 1940 Act) of the Fund's Adviser receives an annual fee of $7,500
as compensation and a $750 fee for each meeting attended. The Fund also bears,
or reimburses all directors for expenses incurred in connection with attending
meetings of the Board of Directors. For the year ended December 31, 1994
aggregate directors fees paid were $31,500. The Adviser has, as required by its
agreement, borne the cost of all fees, salaries or other remuneration of
officers of the Fund who also serve as directors, officers, employees or special
consultants to the Adviser. All present officers are covered by this provision
and did not receive any compensation from the Fund.
- ------------------------
ITEM 2 - RATIFICATION OF APPOINTMENT OF AUDITORS
At a meeting to be held on December 8, 1995, the Board of Directors,
including a majority of those Directors who are not interested persons of the
Fund, is expected to select KPMG Peat Marwick as auditors to examine the Fund's
books and securities and to certify from time to time the Fund's financial
<PAGE>
statements for the period January 1, 1995 to December 31, 1995, subject to
ratification of such selection by the stockholders of the Fund. KPMG Peat
Marwick has no direct or indirect material interest in the Fund. Representatives
of KPMG Peat Marwick are expected to be present at the Annual Meeting with the
opportunity to make a statement if they desire to do so, and they will be
available to respond to appropriate questions. KPMG Peat Marwick served as
independent auditors for the Fund for the fiscal year ending December 31, 1994.
The Board of Directors has established an Audit Committee to evaluate
financial management, meet with the auditors, and deal with other matters of a
financial nature that the Committee deems appropriate. The Committee met twice
during the fiscal year 1995.
The favorable vote of a majority of the voting securities represented
at the meeting is necessary for the ratification of the selection of KPMG Peat
Marwick as the Fund's independent auditors for the year ending December 31,
1995.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE IN FAVOR OF THE SELECTION OF KPMG PEAT MARWICK
-------------------------
ITEM 3 - PROPOSAL BY SHAREHOLDER
The Fund was organized in 1987 as a closed-end investment company. As
such it does not redeem its shares at net asset value. Therefore, a shareholder
who wishes to liquidate shares of the Fund must sell those shares at the current
market price in the securities market in which the shares trade. During the last
several years the shares of the Fund have sold at a discount from the net asset
value of the shares. The Board has continued to monitor this discount, and to
evaluate both the benefits and disadvantages of such a discount. Recognizing
that shareholders are affected by the discount in different ways, the Board has
taken a variety of actions designed to minimize the impact of that discount on
shareholders of the Fund.
In 1991, the Board submitted to shareholders a proposal which would
have resulted in a conversion of the Fund from a closed-end fund to an open-end
fund over several years. The proposal did not receive sufficient votes to be
approved under the super-majority requirement which is required by the Fund's
Articles of Incorporation.
Board position on a shareholder proposal
A shareholder has submitted a resolution and supporting statement for
inclusion in this proxy statement. The Fund will provide the name, address, and
shareholding of the proposing shareholder to any shareholder of the Fund who
<PAGE>
requests such information by written or oral request. The Board of Directors of
the Fund has considered the proposal submitted by the shareholder and has
considered at length what position, if any, the Board would recommend with
respect to the proposal. The factors which the Board considered include: the
reasons for organizing the Fund as a closed-end investment company; the
historical discount in the market value of the shares of the Fund; the number of
shareholders who supported and opposed the previous proposal voted upon by
shareholders; the economic factors which affect this issue; the recent narrowing
of the discount from an average of 23% discount during the calendar year ending
December 31, 1994, to a current level of 17% at this time; the leveraging effect
benefiting present shareholders; and the disadvantage to liquidating
shareholders.
The unanimous conclusion of the Board, after weighing these and other
factors, was that the interests of the shareholders of the Fund are not uniform
in respect of this issue. The Board believes that the obligation of the
Directors of your Fund is to achieve the greatest benefit for the Fund and its
shareholders. The Board concluded that it should identify the views on this
issue of the shareholders who presently own the outstanding shares of the Fund.
For this reason the Board has determined that it would not take a position in
favor of, or opposed to, the proposal, but would identify the views of the
shareholders, however, the Board would like to update shareholders on the
various matters referred to in the shareholder supporting statement.
The present discount as of this writing is 16%, not 25.3%.
According to Lipper as reported in the October 23, 1995 issue of Barron's,
30 out of the 90 funds in the World Equity Funds section have greater
discounts than the Fund.
Since December 31, 1989, a $10,000 invested in the Fund with dividends
reinvested would be worth $10,709.88 today--not a loss as stated by the
shareholder.
Since January 1, 1995, the performance of the Fund has been anything but
dismal. In the October 23, 1995 issue of Barron's, the Fund is the best
performing closed-end fund in the World Equity Funds section, made up of 90
funds based on share price performance. In the most recent Morningstar
review of the Fund, they state "For the trailing three- and five-year
periods, FUND has earned one of the best risk scores in the world-stock
objective."
When shareholders have expressed a view on the proposal, the Board will then
determine the proper course to fulfill its fiduciary duty.
The Board recognizes that there are divergent views on this proposal
among shareholders with different economic interests. In recognition of the fact
that the proponent has submitted a supporting statement on this issue, the Board
has also agreed to include a statement of similar length furnished by a
shareholder opposed to the proposal. The Board takes no position at this time on
the merits of the respective submissions. In addition, the Board has included a
statement provided by the Fund's Adviser describing the effects on the operation
of the Fund's portfolio if the Fund converts to an open-end fund, and clarifying
the investment results achieved by the Fund.
During its deliberations, the Board considered the courses of action
which it could identify that would enable the Board to pursue the goal set forth
in the resolution if it were adopted by the shareholders. Without expressing any
view on the merits of the different choices, the Board concluded that each of
<PAGE>
the alternatives would require the Fund to approve an amendment to the Fund's
Articles of Incorporation by a two thirds super-majority vote as set forth in
the Fund's Articles of Incorporation. The Board therefore concluded that a two
thirds vote of all of the outstanding voting securities of the Fund is necessary
to approve this proposal.
<PAGE>
Shareholder opinion on present status of Fund
The Fund has received a shareholder's statement which takes a different
view to that of the shareholder proposal. This statement was submitted to the
Board of Directors in the form of a letter written by a shareholder who is not
affiliated with management of the Fund. The statement reads:
"As a long-time shareholder of our Fund, (going back to 1988) I
thought I'd send you this letter with some thoughts, and a
suggestion. Please feel free to use this in any forum you think
appropriate.
I am aware that from time-to-time the Board considers open-ending the
Fund as a way to fight the discount. But, I want you to know that I'm
happy with the All Seasons Global Fund. I originally bought shares of
the Fund because I am a conservative investor who liked the philosophy
of long-term capital appreciation without any undue risk to the
capital. And portfolio investments like Johnson & Johnson, Nestle and
many others, coupled with U.S. Treasuries, sure help me sleep a lot
better at night. The Fund's objective is to meet the needs of a
long-term investor like me.
How did I feel about the discount at which Fund shares have been
selling until recently? Mixed feelings...
On the one hand, I felt it was a tremendous opportunity for me to pick
up an interest in blue-chip global assets at a substantial discount. So
I have been happily adding to my position when the price was in the
$3.25-$3.75 range by purchases through my dividend reinvestment
program. On the other hand, I hate to see my investment selling for
less than I paid for it! I'd rather shares weren't selling too low even
if it does provide an attractive investment opportunity. (There can be
too much of a good opportunity.) So I want you to know that I support
the Fund's share buyback program, because I believe that it helps to
reduce pressure on the share price. I have also noticed that during the
course of this year the market price is up over 30%.
Which brings me to the reason for this letter ......
I like the Fund a lot, just as it is - a closed end fund. It's a great
vehicle for long term investors. Some short term opportunistic people
might disagree, but the Fund came into existence for those who believe
that long term investing is where the odds are for investors like me.
Keep finding ways to fight the discount without open-ending the Fund.
It seems to me a better job at communicating to the public the good job
of the Fund would help to further narrow our discount. You should also
consider increasing the size of the fund, in order to lower our expense
ratio and give us more visibility. To conclude, keep up the good work,
but don't change the nature of the Fund."
<PAGE>
Shareholder proposal
The text of the proposal from a shareholder is as follows:
"RESOLVED, The Board of Directors of the Fund shall promptly
take whatever steps it deems necessary to ensure that all stockholders
are able to dispose of their shares at their underlying net asset value
("NAV")."
The text of the supporting statement submitted with the proposal reads:
"The shares of the Fund have long traded at a substantial
discount from their underlying NAV. As of June 2, 1995, the share price
was $3.6875, a discount of 25.3% from its NAV of $4.94. This discount
was the largest of all of the 86 U.S.-based closed-end world equity
funds tracked by Lipper Analytical Services ("Lipper").
In its semi-annual report for 1994, Diego J. Veitia, Chairman
of the Fund, wrote: 'We have hired a very prominent closed-end fund
consultant to help us gap the very nagging discount of the price of the
fund to net asset value (NAV).' Since then, however, the discount has
remained very large and actually exceeded 30% in early 1995.
The persistent discount might be more tolerable if the Fund
had achieved its objective of 'long-term capital appreciation without
undue risk to capital.' This has not been the case. According to
Lipper, a $10,000 investment in the Fund on December 31, 1989 was worth
only $9,381 on December 31, 1994 while an identical investment in the
average global/international closed-end fund increased to $13,359 over
the same five-year period. Morningstar has characterized the Fund's
long-term record as 'pretty dismal' and opined that 'it's impossible to
justify [the Fund's] whopping 2.5% expense ratio.'
The best and surest ways to enhance the value of the
stockholders' shares are to either (1) convert the Fund from a
closed-end fund to an open-end fund, (2) merge the Fund into an
existing open-end fund, (3) liquidate the Fund and distribute the
assets to shareholders, or (4) conduct a tender offer at NAV for all of
the shares of the Fund. Each of these measures would allow stockholders
to realize the full NAV of their shares.
In 1991, a proposal to open-end the Fund was submitted to
stockholders. Although a majority of shares were voted for the
proposal, it failed to receive the necessary 2/3 of the outstanding
shares. Stockholders deserve an opportunity to vote on a proposal which
would enable them to realize the value of their shares without a
burdensome super-majority requirement.
Adoption of this proposal will likely have a negative impact
on the fees and commissions that International Assets Holding
Corporation (IAHC) receives from the Fund. Despite underperforming the
averages and the competition, IAHC has collected well over $2 million
in management fees and brokerage commissions from the Fund during its
<PAGE>
lifetime. Stockholders should consider whether or not, in considering
the merits of this proposal, the Directors, three of whom are
affiliated with IAHC, face any conflict between the interests of IAHC
and the stockholders of the Fund.
Stockholders who agree with our position should mark their
proxies in favor of the above proposal. Stockholders who are happy with
the status quo should vote against it."
Investment impact on the Fund
The Investment Adviser has provided the following statement:
"As your Adviser, we have been asked by the Board of Directors of the
Fund to summarize the impact on management of the Fund's assets if this proposal
is approved. For this purpose, we have assumed that to achieve the goal set by
the proposal would require that the Fund convert to open-end status, or
otherwise revise the way it conducts its business so as to achieve substantially
the same end result.
The Adviser believes that such a restructuring of the way the Fund
conducts business would require the Fund to forgo several
benefits of organization as a closed-end fund.
Conversion would reduce the flexibility of portfolio management.
Open-end funds may be more limited in the selection of portfolio
investments than closed-end funds.
Conversion would require the Adviser to allocate assets in
consideration of possible reductions of assets to permit the Fund to
promptly meet redemptions. This may reduce the invested portion of the
Fund's assets.
When market corrections affect investment markets, and investors seek
to liquidate, closed-end funds are not forced to lock in losses by
selling securities to meet untimely redemptions.
In order to avoid reducing the economies of scale achieved by a fund,
an open-end fund may incur costs to continuously distribute shares in
order to replenish assets lost to redemptions.
The Adviser believes that these points underscore the importance to the
Fund and the shareholder of being organized as a closed-end fund. In addition,
if the Fund converts, the shareholders would lose the benefit of purchasing
shares or reinvesting dividends at a market price below current net asset value,
which can yield an enhanced return rate on the investment.
As the Adviser, we also wish to clarify the information reported in the
supporting statement by the shareholder in regard to performance and other
matters. A $10,000 investment with dividends reinvested since inception would be
worth $12,681 dollars today. In fact, in the Barron's Market Week published
October 23, 1995 (Page MW80), All Seasons Global Fund is listed as the
top-performing World Equity Fund for the last 52 weeks. The claim that
<PAGE>
International Assets Holding Corporation (IAHC) has received management fees is
not correct. IAHC does not and has not collected any form of management or
advisory fee from the Fund. The Fund can and does place trades through IAAC, but
it also places trades through many different brokers in any given year. The fees
paid to IAAC are generally less than or equal to the best commission rates in
the industry, and IAAC provides the service and trade executions that the Fund
demands.
We also believe that quotes provided by the proposing shareholder do
not convey a complete story. For example, a recent Morningstar review of the
Fund stated that: 'For the trailing three- and five-year periods, FUND has
earned one of the best risk scores in the world-stock objective.' Morningstar
rated the Fund as three out of five stars, hardly the negative view portrayed by
the proposing shareholder.
We have provided as Exhibit A to this proxy statement two charts which
show you how your Fund has performed: (1) against the international indexes
since inception, and (2) how the share price of the Fund has outperformed most
of the global and international indexes this year alone. It is extremely
interesting to note two very important points:
(A) The Fund has avoided most of the major market corrections
since inception (mostly due to its flexibility).
(B) Its performance has been attained with a historical average of
less than 50% invested in stocks since inception. This means
the Fund has achieved a comparable return with a reduced
market risk exposure.
As the Fund's Adviser, we believe that the flexibility and the
closed-end status of your Fund is an extremely valuable tool in the preservation
of capital and investment of assets."
The Advisor believes that shareholders should vote against the
proposal.
THE ADVISOR RECOMMENDS THAT YOU VOTE AGAINST THE PROPOSAL
----------------------
INVESTMENT ADVISOR
Veitia and Associates, Inc., 250 Park Avenue South, Suite 200, Winter
Park, Florida 32789, manages the investments of the Fund under an Investment
Management Agreement (the "Management Agreement") dated February 1, 1992 which
was approved by the shareholders on January 20, 1992, for a period of two years.
The Management Agreement has since been continued by the Board from year to
year, and was most recently continued by the Board at its meeting on December
10, 1994 for one year ending January 31, 1996. The Board will next consider the
management agreement at its meeting on December 8, 1995.
The Management Agreement provides that the Adviser shall supervise and
manage the Fund's investments and shall determine the Fund's portfolio
<PAGE>
transactions, subject to periodic review and ratification by the directors. The
Adviser is responsible for selecting brokers and dealers (including, when
appropriate, affiliated broker-dealers) to execute transactions for the Fund.
Pursuant to the Management Agreement, the Adviser will manage the
assets of the Fund in accordance with its stated objective, policies and
restrictions (subject to the supervision of the Fund's Board of Directors and
officers). The Manager will also keep certain books and records in connection
with its services to the fund, and furnish facilities required by the Fund for
investment activities. The Adviser has also authorized any of its directors,
officers and employees who have been elected as directors or officers of the
Fund to serve in the capacities in which they have been elected. Services
furnished by the Adviser under the Agreement may be furnished through the medium
of any such directors, officers and employees.
The Adviser also administers the Fund's general business affairs
subject to the supervision of the Fund's Board of Directors and its officers.
The Adviser will furnish the Fund with ordinary clerical, administrative,
accounting and bookkeeping services, including facilities for the completion of
these activities.
As compensation for its services the Adviser receives a fee, computed
daily and payable monthly, at the annualized rate of 1% of the Fund's average
daily net assets up to $100 million. The Agreement provides for reduction in the
fee rate to 0.85 of 1% and to 0.70 of 1% for assets over, respectively, $100
million and $250 million.
To comply with certain state securities laws governing sales of Fund
shares in such states, the Adviser has furnished an undertaking to the Fund that
if certain expenses, including the Advisor's fee, exceed such state limitations,
the Adviser will adjust the accrual and collection of its fee to reduce Fund
expenses to such limits each month. Currently, the lowest such limitation on
expenses is that of the state of California, which provides that "aggregate
annual expenses" shall not exceed 2 1/2 % (two and one-half percent) of the
first $30,000,000 of the average net assets, 2% (two percent) of the next
$70,000,000 of average net assets, and 1 1/2% (one and one-half percent) of the
remaining net assets of the Fund for any fiscal year determined monthly, or at
more frequent intervals or on a consistent basis. For the fiscal year ended
December 31, 1994, Veitia and Associates, Inc. received $434,386 in advisory
fees from the Fund. The Adviser was not required to reduce its fee in accordance
with the expense limitation provision described above for the fiscal year ended
December 31, 1994.
While the stock of Veitia and Associates, Inc. is 100% owned by Diego
J. Veitia, Veitia and Associates is a sister company of International Assets
Advisory Corporation, Inc., which is a wholly-owned subsidiary of International
Assets Holding Corporation. Diego J. Veitia and an International Assets Advisory
Corporation employee stock ownership plan are controlling stockholders of
International Assets Holding Corporation. International Assets Holding
Corporation engaged in a public distribution of a portion of its authorized
shares in March, 1994. However, Diego J. Veitia and the employee stock ownership
plan together still constitute a controlling interest.
The present Management Agreement will remain in effect for a period of
two years from the effective date, and will continue in effect from year to year
thereafter only if such continuance is approved annually by a majority vote of
(i) the Fund's Board, or (ii) by a vote of a majority of the outstanding voting
<PAGE>
securities of the Fund; provided that in order to give effect to such
continuance the Agreement, in either case, must also be approved by the vote of
a majority of the directors who are not parties to the Agreement or interested
persons (as such term is defined in the 1940 Act) of any party to the Agreement,
voting in person at a meeting called for the purpose of voting on such approval.
The Agreement may be terminated at any time without penalty by the Fund's Board
or by a majority vote of the outstanding shares of the Fund, or by the Advisor,
in each instance on not less than 60 days' prior written notice and shall
automatically terminate in the event of its assignment.
DISTRIBUTION AND BROKERAGE
Diego J. Veitia, Chairman of the Board and Chief Executive
Officer of the Fund is the Chairman of the Board and a controlling
shareholder of IAAC and Veitia and Associates, Inc. Mr. Miceli, a Director
and Treasurer of the Fund is also President of Veitia and Associates, Inc.
and Chief Executive Officer of IAAC. Mr. Saker, a Director and Secretary of
the Fund, is a Director and Executive Vice President of IAAC and an officer of
Veitia and Associates.
Portfolio transactions will be placed with a view to receiving best
price and execution. In addition, the Adviser seeks to pay commission rates
which are reasonable in relation to those paid by other similar institutional
investors. The Adviser periodically checks the rates of commission being paid by
the Fund to brokers to ascertain that they are competitive with those charged by
other brokers for similar services and to similar institutional accounts. The
Fund has also authorized the Adviser to place the Fund's transactions with
brokers (other than IAAC) who provide research as well as brokerage services.
Research and brokerage services may include (a) advice, furnished either
directly or through publications or writings in other media, as to the value of
securities, the advisability of investing in securities, or the availability of
securities or purchasers or sellers of securities; (b) analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, or the performance of accounts; or (c) effecting securities
transactions or performing related functions (such as clearance, settlement and
custody).
The Management Agreement authorizes the Adviser to place portfolio
transactions for the Fund and permits the Adviser to cause the Fund to pay
commissions on such transactions, when executed through non-affiliated brokers,
which are greater than another broker or dealer might charge if the Advisor, in
good faith, determines that the commissions paid are reasonable in relation to
the research or brokerage services provided by the broker, when viewed in terms
of either a particular transaction or the Advisor's overall responsibilities to
the Fund and other investment accounts over which the Adviser exercises
investment discretion.
<PAGE>
STOCKHOLDER PROPOSALS
Any stockholder desiring to present a proposal for consideration at the
1996 Annual Meeting of Stockholders of the Fund, if held, should submit such
proposal in writing so that it is received by the Fund at 250 Park Avenue South,
Suite 200, Winter Park, Florida, 32789, by not later than July 26, 1996.
THE FUND'S MOST RECENT ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1994 IS
AVAILABLE AT NO COST TO SHAREHOLDERS, UPON WRITTEN OR ORAL REQUEST BY CONTACTING
THE FUND AT 250 PARK AVENUE SOUTH, SUITE 200, WINTER PARK, FL 32789, OR BY
CALLING 1-800-432-0000. THE ANNUAL REPORT SHOULD BE READ IN CONJUNCTION WITH
THIS PROXY STATEMENT, BUT IS NOT PART OF THE PROXY SOLICITING MATERIAL.
Diego J. Veitia
Chairman and Chief Investment Officer
November 3, 1995
STOCKHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
FILL IN, DATE AND SIGN THE PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
PREPAID ENVELOPE. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE YOUR TITLE AS SUCH. WHERE STOCK IS HELD JOINTLY, BOTH
SIGNATURES ARE REQUIRED.
NOTES TO CHARTS ON FOLLOWING PAGE
1. The first chart shows the performance of the NAV of the Fund vs. MSCI EAFE.
2. MSCI EAFE is the Morgan Stanley Capital International Europe, Australia and
Far East Index, an unmanaged index of foreign stocks.
3. Veitia and Associats represents the All Seasons Global Fund, Inc.
4. The second chart compares the Fund's market price performance to that of the
MSCI EAFE and the MSCI World.
5. MSCI World is the Morgan Stanley Capital International World Index, an
unmanaged index of foreign stocks.
<PAGE>
EXHIBIT A
This page contains two charts.
VEITIA & ASSOCIATES
ALL SEASONS GLOBAL FUND, INC.
GROWTH OF THE DOLLAR ANALYSIS
SINCE INCEPTION ENDING SEPTEMBER 30, 1995
The first chart is a line graph which compares the growth of the NAV of the
Fund managed by Veitia and Associates, Inc. versus the Morgan Stanely MSCI EAFE.
The second chart is a line graph comparison of 1995 market performance between
the Fund, the Morgan Stanley EAFE, and the MSCI World.
<PAGE>
<TABLE>
<CAPTION>
Proxy All Seasons Global Fund, Inc. Proxy
250 Park Avenue South
Suite 200
Winter Park, Florida 32789
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE UNDERSIGNED HEREBY APPOINTS DIEGO J. VEITIA AND STEPHEN A. SAKER, AS
PROXIES, EACH WITH THE POWER TO APPOINT HIS SUBSTITUTE; AND HEREBY AUTHORIZES
THEM, OR ANY OF THEM, TO REPRESENT AND VOTE ALL THE SHARES OF COMMON STOCK OF
ALL SEASONS GLOBAL FUND, INC. HELD OF RECORD BY THE UNDERSIGNED ON OCTOBER 27,
1995 AT THE ANNUAL MEETING OF STOCKHOLDERS ON DECEMBER 18, 1995, OR ANY
ADJOURNMENT THEREOF:
<S> <C> <C> <C> <C> <C> <C>
1. On the ELECTION OF SIX DIRECTORS _______FOR all nominees listed (except as marked to the contrary below)
_______WITHHOLD AUTHORITY to vote for all nominees listed below
Diego J. Veitia Adrian Day Jerome F. Miceli Robert A. Miller Michael Petrino Stephen A. Saker
(Instruction to withhold authority to vote for any individual nominee, place a line through the nominee's name.)
2. On ratification of the selection of KPMG Peat Marwick as auditors for the period January 1, 1995 to December 31, 1995
__________FOR __________AGAINST____________ABSTAIN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
3. On the shareholder proposal as set forth in the proxy statement.
__________FOR __________AGAINST____________ABSTAIN
4. In their discretion, upon the transaction of any other matters which may
properly come before the meeting or any adjournment thereof.
The shares represented by this proxy, when properly executed, will be voted as
specified in the foregoing items 1, 2, and 3, by the undersigned stockholder(s).
If no direction is made, this proxy will be voted FOR the election of the six
nominees named in the proxy statement; FOR the ratification of the selection of
KPMG Peat Marwick; as an abstention with respect to the shareholder proposal in
item three, and in the discretion of the management as to any other matter which
may come before the meeting.
---------------------------------
Dated______________________, 1995 _________________________________
Signature(s) of Stockholder (s)
Please sign exactly as the name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign the corporate name by the President or other authorized officer. If a
partnership, please sign in the partnership name by an authorized person.
</TABLE>
