SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
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Filed by a Party other than the Registrant [ ]
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permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section
240.14a-11(c) or Section 240.14a-12
All Seasons Global Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
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All Seasons Global Fund, Inc.
250 Park Avenue South
Winter Park, Florida 32789
1-800-432-0000
July 19, 1996
Dear Fellow Stockholder:
I am writing this letter to you because I have come to a very important and
intensely personal decision: I am recommending that stockholders entrust
the management of our Fund to someone else.
While it is never easy to relinquish something you have developed and
nurtured over the years, I believe that the Fund and the stockholders will
benefit from the proposals which this proxy statement recommends for your
approval.
The prime factors in recommending your approval of these changes are the
costs of operating our Fund and enhancing stockholder value. As you know,
the Fund now operates as a stand-alone fund. The Fund must therefore
bear all of the overhead expenses which otherwise might be spread among
an entire group of funds. The Board has concluded that, in the long run,
this will make it difficult for our Fund to achieve the economies of scale
which we seek for our stockholders.
The proposed investment advisor, Quest Advisory Corp., is headed by Chuck
Royce, its CEO and Chief Investment Officer, and is the advisor for
The Royce Funds.
* Chuck Royce and his firm have been in the investment advisory field for
over twenty years.
* Quest manages over $2.0 billion of private client and investment company
assets, including nine mutual fund portfolios and two closed-end funds
such as ours.
* Quest's closed-end funds trade at a discount which is substantially less
than the Fund's.
* Our Fund will benefit from the sharing of certain operating expenses and
other economic advantages, which are described in the proxy statement.
* THE NEW INVESTMENT ADVISOR HAS AGREED TO REDUCE ITS FEES IF
NECESSARY TO LIMIT FUND OPERATING EXPENSES FOR SEVERAL YEARS
TO A LEVEL WHICH IS BELOW THE PRESENT OPERATING EXPENSE LEVEL
OF THE FUND.
The enclosed proxy statement describes the Proposals to be voted on at
this Annual Meeting of Stockholders. The Proposals include a new
Investment Advisory Agreement with Quest Advisory Corp., the election as
directors of nominees who serve as directors or trustees
for the other registered investment companies advised by Quest, and changes
in the Fund's stated investment objective and certain other investment
policies and in its charter to facilitate implementing the investment
style of Quest.
Finally, I want to thank all of you for your strong support and
encouragement over the years, since the inception of our Fund. It has
been a privilege to have served you and I am indeed grateful.
Sincerely yours,
DIEGO J. VEITIA
Chairman
P.S. YOUR VOTE IS VERY IMPORTANT! If the Fund does not receive a sufficient
number of votes prior to the meeting date, it will have to engage in
additional proxy solicitation, and the meeting may have to be postponed.
PLEASE COMPLETE, SIGN AND MAIL YOUR PROXY CARD AS SOON AS POSSIBLE.
If you have any question regarding the proxy material, please call
Investor Information at 1-800-432-0000, Ext. 324.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
All Seasons Global Fund, Inc.
To the Stockholders of 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 at the
Langford Resort Hotel, 300 East New England Avenue, Winter Park,
Florida, on August 29, 1996 at 10:00 a.m. (Eastern time) for the
following purposes:
1. To approve a new Investment Advisory Agreement between
the Fund and Quest Advisory Corp.
2. To elect a board of four directors.
3. To approve a change in the Fund's fundamental investment
objective and certain other investment policies as more
fully set forth herein.
4. To approve Amended and Restated Articles of Incorporation
for the Fund.
5. To ratify the selection of Ernst & Young LLP as
independent public accountants of the Fund for the year
ending December 31, 1996.
6. To transact such other business as may come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on July
15, 1996 as the record date for the determination of those
stockholders entitled to vote at the meeting, and only holders of
record at the close of business on that day will be entitled to
vote.
The Fund's Annual Report to Stockholders for the year ended
December 31, 1995 was previously mailed to stockholders, and copies
of it are available upon request, without charge, by writing to the
Fund at 250 Park Avenue South, Suite 200, Winter Park, Florida
32789 or calling toll free at 1-800-432-0000, Ext 324.
IMPORTANT
To save the expense of additional proxy solicitation, if you
do not now expect to be present at the meeting, please mark your
instructions on the enclosed Proxy, date and sign it and return it
in the enclosed envelope (which requires no postage if mailed in
the United States). The enclosed Proxy is solicited on behalf of
the Board of Directors, is revocable and will not affect your right
to vote in person in the event that you attend the meeting.
By order of the Board of Directors.
Diego J. Veitia
Chairman
July 15, 1996
ANNUAL MEETING OF STOCKHOLDERS
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, 300 East New England Avenue,
Winter Park, Florida, on August 29, 1996 at 10:00 a.m. local time.
Proxy Solicitation
All proxies in the enclosed form which are properly executed
and returned to the Fund prior to the close of business on August
27, 1996, will be voted as provided 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 Proposals 1 through 5 in the foregoing notice. The
persons named in the enclosed proxy and acting thereunder will vote
with respect to Proposals 1 through 5 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
approval of a new Investment Advisory Agreement between the Fund
and Quest Advisory Corp. as set forth in Proposal 1, IN FAVOR of
the election of the four nominees named under Proposal 2 (or the
alternate nominees set forth herein), IN FAVOR of the approval of
a change in the Fund's fundamental investment objective and certain
other investment policies as more fully set forth in Proposal 3, IN
FAVOR of the approval of Amended and Restated Articles of
Incorporation for the Fund as set forth in Proposal 4, and IN FAVOR
of ratification of Ernst & Young, LLP as auditors as set forth in
Proposal 5.
If stockholders owning a sufficient number of shares are not
present at the meeting in person or by proxy so as to constitute a
quorum, or to approve any one or more items recommended by the
Board, the stockholders present may propose to adjourn the meeting
to a later date as to any matter or matters to permit the
solicitation of additional proxies, and in such case, the named
proxies may vote in favor of such adjournment proxies directing or
authorizing a vote in favor of any matter to be considered at such
adjourned meeting. 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. If Proposal 1 (the new
investment management agreement) is not approved by stockholders,
then the Board will not present Proposals 3, 4, or 5 for
consideration at the meeting. This proxy statement and form of
proxy are being sent to stockholders on or about July 15, 1996.
With respect to the election of directors (Proposal 2), the
four nominees receiving the greatest number of votes will be
elected. The affirmative vote of a majority of the outstanding
voting securities of the Fund, as that term is defined in the
Investment Company Act of 1940 (the "1940 Act"), is required to
approve the proposed Investment Advisory Agreement (Proposal 1),
and the change in the fundamental investment objective and policies
(Proposal 3). Under the Articles of Incorporation of the Fund, the
affirmative vote of a majority of the outstanding voting securities
of the Fund (as defined under Maryland law) is required to approve
the amendment and restatement of the Articles of Incorporation
(Proposal 4). 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 (Proposal 5).
The Fund normally would bear the entire cost of preparing,
printing and mailing this proxy statement, the proxies and any
additional materials which may be furnished to stockholders, and of
any additional solicitation which might be required to convene and
hold the meeting. In recognition of the costs assumed by the Fund
in connection with the submission to stockholders of the matters
addressed in this proxy statement, the present and the proposed
investment advisor have each agreed to bear one half of the costs
of calling and holding this stockholders' meeting, and of
preparing, printing, and mailing this proxy statement, form of
proxy, and any other materials required or costs incurred.
Solicitation may be undertaken by mail, telephone, telegraph
and personal contact. Some officers and employees of the Fund
and/or Veitia and Associates, Inc. (the "Present Advisor"), the
Fund's investment advisor, may solicit proxies personally and by
telephone, if deemed desirable. Although the Fund has not
contracted for specific services at this time, the Fund has
arranged for Shareholder Communications Corp. to serve as
solicitors for the Fund. The Fund expects that such solicitation
arrangements would include telephone or other contacts with
stockholders of the Fund to ensure the presence of a quorum, and
other activities which the Board may deem to be in the best
interests of the Fund and its stockholders. It is not anticipated
that such solicitation will involve any expense to the Fund, as any
such costs will be paid by the present and the proposed investment
advisor. The Annual Report of the Fund for its fiscal year ended
December 31, 1995 was mailed to stockholders of record on
approximately March 1, 1996, 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 July 15, 1996 will be entitled to vote at the Annual
Meeting or any adjournment thereof. As of July 15, 1996, the Fund
had outstanding 7,998,419 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.
The following persons were known by the Fund to be beneficial
owners or owners of record of 5% or more of its outstanding shares
of Common Stock as of the record date:
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE OF
OF OWNER OF OWNERSHIP CLASS
Steel Partners II, L.P. Aggregate Amount 8.8%
750 Lexington Avenue 721,950
New York, New York 10022 Beneficial
Steel Partners Services, Ltd. Aggregate Amount 0.9%
75,086
Warren Lichtenstein Aggregate Amount 9.7%
797,036
Lawrence Butler Aggregate Amount 9.7%
797,036
(As of Dec. 27, 1995)
Proposal 1. APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
The Fund presently receives investment advice and related
advisory services pursuant to a written Investment Management
Agreement (the "Present Agreement") between Veitia and Associates,
Inc. (the "Present Advisor"), a Florida corporation with offices
located at 250 Park Avenue South, Suite 200, Winter Park, Florida,
32789, and the Fund. At the meeting, it is proposed that the
stockholders approve a new investment advisory agreement (the "New
Agreement") with Quest Advisory Corp. ("Quest") to replace the
Present Agreement. Quest, located at 1414 Avenue of the Americas,
New York, New York 10019, is the investment advisor of several
open-end and closed-end management investment companies
(collectively, "The Royce Funds").
If the New Agreement is approved by the stockholders at this
meeting, it will become effective upon the closing of a transaction
(the "Closing") described under "INFORMATION CONCERNING THE
PROPOSED SALE OF ASSETS TO QUEST" below, pursuant to which the
Present Advisor will sell to Quest certain assets used by the
Present Advisor in the conduct of its business as the advisor to
the Fund. It is anticipated that the Closing will occur shortly
following the stockholders meeting. The Closing is not required to
proceed if the stockholders do not approve the New Agreement and
elect as directors of the Fund the nominees identified in Proposal
2 below. If the New Agreement is not approved by the stockholders,
or the Closing does not occur for any other reason, then the
Present Agreement will remain in effect, and the Board of Directors
of the Fund will consider what further steps, if any, are necessary
or appropriate in connection with the conduct of the business of
the Fund.
The Present Agreement
Veitia and Associates, Inc., presently serves as the Fund's
manager and investment adviser under the Present Agreement dated
February 1, 1992, which was approved by the Board of the Fund at
its meeting held on September 21, 1991, and by the stockholders of
the Fund at a meeting held on January 20, 1992. Continuance of the
Present Agreement was last approved by the Fund's Board on December
8, 1996, and it will remain in effect until January 31, 1997,
unless it is terminated sooner or is replaced by the New Agreement.
Under the Present Agreement, the Present Advisor manages the
investment operations of the Fund and the composition of the Fund's
portfolio in accordance with the Fund's stated investment
objective, policies and restrictions and subject to the supervision
of the Board of Directors. The Present Advisor selects brokers and
dealers to execute transactions for the Fund, maintains certain
books and records in connection with its services to the Fund and
furnishes facilities required by the Fund for investment
activities. The Present Advisor authorizes 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. The Present Advisor also administers the Fund's
general business affairs subject to the supervision of the Fund's
Board of Directors and its officers.
Except as set forth herein, the Fund pays its own expenses,
although the Present Advisor incurs its expenses of performing its
duties under the Present Agreement. There are no voluntary expense
limitations by the Present Advisor relating to the Fund's operating
expenses.
The Present Advisory Fee
As compensation for its services under the present Agreement,
the Present Advisor receives a fee at an annualized rate of (a)
1.0% of the Fund's average daily net assets up to the first
$100,000,000 of assets, (b) 0.85 of 1% of average daily net assets
in excess of $100,000,000 but not in excess of $250,000,000, and
(c) 0.70% of 1% of average daily net assets in excess of
$250,000,000. During the fiscal year ended December 31, 1995, the
Fund paid the Present Advisor investment advisory fees aggregating
$413,686.
The New Agreement
The principal differences between the form of the Present
Agreement and the form of the New Agreement, in addition to the
identity of the parties, are (i) the elimination of certain asset-
based fee reduction provisions in the Present Agreement, and (ii)
the assumption by the Fund of the cost of certain ancillary
services which are presently provided to the Fund at the Advisor's
expense.
Under the New Agreement, Quest will determine the composition
of the Fund's portfolio, the nature and timing of changes in it and
the manner of implementing the changes; it will provide the Fund
with investment advisory, research and related services for the
investment of the Fund's assets; it will furnish, without expense
to the Fund, the services of those members of its organization as
may be duly elected executive officers or directors of the Fund;
and it will pay all the salaries and expenses of such persons. For
purposes of the New Agreement, only a president, a treasurer or a
vice-president in charge of a principal business function shall be
deemed to be an executive officer. Quest will also pay all
expenses which it may incur in performing its investment advisory
duties under the New Agreement and shall reimburse the Fund for any
space leased by the Fund and occupied by Quest.
The obligation of the Fund to pay its own expenses will cause
it to bear certain expenses for services which are now provided to
the Fund without reimbursement by the Present Advisor under the
Present Agreement. Quest has represented to the Board of the Fund
that economies of scale should result from the larger asset base of
The Royce Funds, and that these economies of scale should be
substantially more significant to the Fund than the cost of the
services which the Fund will now bear. To assure that the Fund is
benefitted by the proposals reflected in this proxy statement,
including the approval of the New Agreement, Quest has committed to
the Fund that it will waive collection of its advisory fee to the
extent necessary to limit the operating expenses of the Fund as
described below.
Quest will waive collection of its fee as required if
operating expenses of the Fund exceed 1.75% of average daily net
assets during calendar years 1997 and 1998, or 2.0% of assets for
the portion of 1996 during which Quest serves as the Fund's advisor
(including in each case fees payable to Quest, but excluding
interest, dividends on securities sold short, taxes, brokerage
commissions, distribution fees, amortization of organization
expenses, litigation, and extraordinary expenses). The officers of
the Fund estimate, based upon the Fund's 1995 expense ratio of
2.4%, that such an operating expense level would result in a level
of operating expenses for the Fund which is less than the Fund
would incur if the New Agreement had not been proposed.
Quest is the investment adviser of Royce Micro-Cap Trust, Inc.
("RMT"), Royce Value Trust ("RVT") and nine series of The Royce
Fund ("TRF"), registered management investment companies. These
funds or series have assets ranging from approximately $000,000 to
$000,000,000 (as of June 30 1996) and compensate Quest at rates of
up to 1.5% of their respective average net assets. Quest has
generally voluntarily reduced its compensation under its contracts
with these funds or series to the extent necessary to maintain
expenses, other than interest expense, at or below 1.99% of average
net assets.
The name and principal occupation of the principal executive
officers and each director of Quest is set forth in the table
below. The address of the persons named below is 1414 Avenue of the
Americas, New York, New York 10019.
NAME PRINCIPAL OCCUPATION
Charles M. Royce President, Secretary, Treasurer and
sole director and sole voting
shareholder of Quest; director,
President and Treasurer of Royce
Value Trust, Inc. ("RVT") and Royce
Micro-Cap Trust, Inc. ("RMT") and
trustee, President and Treasurer of
The Royce Fund ("TRF"); Secretary and
sole director and shareholder of
Quest Distributors, Inc. ("QDI") and
managing general partner of Quest
Management Company ("QMC"), a
registered investment advisor.
Thomas R. Ebright Vice President of Quest and TRF;
director of RVT and RMT; Vice
President and Treasurer of QDI;
President, Treasurer and director
and principal shareholder of Royce,
Ebright and Associates, Inc., a
registered investment advisor and
director of Atlantic Pro Sports, Inc.
and the Strasburg Rail Road Co.
W. Whitney George Vice President and senior analyst of
Quest; Vice President of RVT, RMT and
TRF and general partner of QMC.
Jack E. Fockler, Jr. Vice President and senior associate
of Quest; Vice President of RVT, RMT
and TRF; Vice President of QDI and
general partner of QMC.
Daniel A. O'Byrne Vice President of Quest and RVT, RMT
and TRF.
John E. Denneen Associate General Counsel and Chief
Compliance Officer of Quest and
Secretary of RVT, RMT and TRF.
The proposed Investment Advisory Agreement between the Fund
and Quest would become effective on the first business day
following the sale of certain assets by the Present Advisor to
Quest, which will occur shortly following approval of the New
Agreement by the Fund's stockholders. The text of the proposed New
Agreement is set forth in Exhibit A to this Proxy Statement.
The New Advisory Fee
As compensation for its services under the Proposed Agreement,
Quest would receive a monthly fee equal to 1/12 of 1% (1% on an
annualized basis) of the average net assets of the Fund for each
month during the term of the Proposed Agreement.
Based upon the current size of the Fund, the asset-based fee
reduction provisions in the Present Agreement do not provide any
present benefit to the Fund, and therefore the same fee would have
been paid if the New Agreement had been in effect during the last
fiscal year. In addition, the present Board of the Fund, for
reasons set forth in more detail herein, has concluded that the
additional economies of scale which the Fund should obtain by
becoming a part of a larger group of investment companies will
significantly outweigh any benefit which the Fund might reasonably
expect to derive from the fee reduction schedule of the Present
Agreement.
The Board's Approval of the New Agreement
In deciding to recommend to stockholders that they approve the
New Agreement with Quest, the Fund's Board considered:
- - the expected benefits to the Fund of participation in a multiple-
fund complex, including economies of scale which can be achieved by
the Fund as certain fixed costs are allocated over a larger number
of funds and over a larger asset base.
- - the financial commitment made to the Fund by Quest which, as
described above, has agreed to limit Fund operating expenses to
levels below the current range for a period of more than two years
following the approval of the New Agreement.
- - the historically better operating expense levels of many of the
funds advised by Quest.
- - the fact that Quest is already experienced in the operation of
closed-end funds, and proposes to bring to the Fund the same value-
oriented investment approach which it employs for all of its funds.
- - the established investment advisory business of Quest, and the
experienced principals and contacts of that firm.
- - the commitments made to the Fund by Quest concerning certain
investment techniques which the Fund may employ (as described in
more detail below).
- - the experience level of the affiliated and independent directors
of the fund complex.
The Board considered the matter of the New Agreement after
requesting and obtaining from Quest: (i) substantial written
material concerning Quest, and concerning the directors of the
closed-end funds advised by Quest; (ii) material concerning the
funds advised by Quest; (iii) information concerning the
performance of the funds advised by Quest; and (iv) regulatory,
compliance, and procedural information concerning the operation of
The Royce Funds and Quest. The Board also arranged for two Fund
Directors to visit the offices of Quest and review the facilities
used for The Royce Funds.
Not all factors considered by the Board were accorded equal
significance in the deliberations of the Board. The Fund's
Directors concluded, among other things, that if the proposals were
approved the per share cost of operating the Fund would be likely
to be reduced. This conclusion was based upon both an analysis of
the historical operating experience of The Royce Funds, and the
specific expense limitation commitment which has been made to the
Fund by Quest. The Board believes that, given the impact of
operating expenses on the performance of funds generally, this was
perceived to be a significant positive factor.
The Directors also determined that Quest's commitment to
conduct the investment operations of the Fund in conformity with
both the following policy statement and the mission statement
reflected below was significant, because it would provide
stockholders with assurances that the assets of the Fund would be
managed with the techniques and skills which were most familiar to
Quest, and would not subject stockholders to risks related to
investment techniques which Quest generally does not use for The
Royce Funds.
INVESTMENT OPERATIONS COMMITMENT FROM QUEST
When the Fund was established, it was designed to permit the
investment manager of the Fund substantial flexibility with respect
to the conduct of the Fund's investment activities. This included
authority to make direct investments in foreign securities in both
established and emerging markets, authority to use techniques such
as short sales, options, and foreign currency futures. While these
and many other investment techniques authorized were intended to be
used conservatively (such as the use of foreign currency futures to
hedge risk and not for speculative purposes), each technique does
involve investment risk.
Quest has not used to a significant extent a number of the
investment techniques which an advisor to the Fund would otherwise
have authority to use, and does not believe that it will require
the use of most of these techniques for the effective investment of
the assets of the Fund. Quest therefore has made a written
representation to the Board that it does not presently intend to
use such investment techniques when it assumes responsibility for
the management of the Fund's investments.
If, at any time in the future, Quest believes that its use of
any one or more of these investment techniques is in the interest
of the Fund, it will advise the Board of the Fund of its
conclusion, and will request authority for the use of such
investment technique from the Board. Quest will not utilize the
technique until the Board has authorized its use. These non-
fundamental limitations on the scope of the investment techniques
which may be used for the Fund are believed to complement the
changes in the Fund's fundamental investment objective and
investment policies proposed for stockholder approval in Proposal
3 below.
The non-fundamental investment techniques and limitations
proposed are:
(a) Quest will not cause the Fund to make new investments which
would cause more than 50% of the Fund's assets to be invested in
equity securities traded exclusively in markets outside the U.S.
(b) Quest will not cause the Fund to make new investments in
emerging markets.
The above limitations will not prevent the Fund from purchasing
sponsored or unsponsored depository receipts trading within the
U.S. and/or developed markets in Europe which represent an interest
in foreign equity securities trading in other markets.
(c) Quest will not cause the Fund to make new investments which
would cause more than 25% of the Fund's assets to be invested in
non-equity securities traded exclusively in markets outside the
U.S.
(d) Quest will not cause the Fund to make new investments which
would cause more than 10% of the Fund's assets to be invested in
non-equity investments which are not preferred stock or investment
grade debt obligations.
(e) Quest will not cause the Fund to deal in foreign currency
futures, either for speculative or hedging purposes, except as
necessary to close out any futures position held by the Fund when
Quest becomes the advisor.
(f) Quest will not cause the Fund to engage in "swaps," or to
invest in puts or calls, or to invest more than 10% of its assets
in illiquid assets.
(g) Quest will not cause the Fund to make short sales of
securities, other than short sales against the box in which, at the
time of the short sale, the Fund holds or has an unrestricted right
to receive the security to be sold short.
(h) Quest will not cause the Fund to invest in derivative
securities of a speculative nature, but such limitation is not
intended to prevent the Fund from using investments in repurchase
agreements, reverse repurchase agreements, warrants, and rights.
(i) The Fund will not borrow from banks for leveraging purposes,
but may issue other senior securities under Section 18 of the 1940
Act.
COMPREHENSIVE STATEMENT OF QUEST GOVERNING FUND INVESTMENTS
Quest has committed that, subject to the investment objective,
policies, and restrictions of the Fund, it will invest the assets
of the Fund as set forth in the following statement:
"The Fund's investment objective is long-term capital
appreciation. It will seek to achieve this objective by
normally investing more than 75% of its assets in domestic and
foreign common stocks, securities convertible into common
stocks and other equity securities.
Quest will use a "value" method in managing the Fund's
assets. In its selection process, Quest will put primary
emphasis on the understanding of various internal returns
indicative of profitability, balance sheet quality, cash flows
and the relationships that these factors have to the price of
a given security. Quest's value method is based on its belief
that the securities of certain companies may sell at a
discount from its estimate of such companies' "private worth",
that is, what a knowledgeable buyer would pay for the entire
company. Quest will attempt to identify and invest in these
securities for the Fund, with the expectation that this "value
discount" will narrow over time and thus provide capital
appreciation for the Fund.
Quest believes that valuation discrepancies exist
globally among many companies without regard to their stock
market capitalizations. For this reason, Quest will retain
the Fund's global focus and will not limit the stock market
capitalizations of the companies in which it may invest.
The Fund will normally invest more than 65% of its assets
in securities of companies of at least three countries,
including the United States. In most instances, investments
will be made in companies principally based in the United
States or the other developed countries of North America,
Europe, Asia and Australia and not in emerging markets
countries. Quest intends to invest primarily in American
Depository Receipts and European Depository Receipts and U.S.
exchange-listed securities.
Although the Fund is not restricted from entering into
forward currency exchange contracts or engaging in short
sales, Quest has no current intention to use such investment
techniques and will not use such techniques without prior
approval from the Fund's Board of Directors.
The assets of the Fund that are not required to be
invested in the equity securities of domestic and foreign
companies may be invested in the non-convertible preferred
stocks and debt securities of domestic and foreign companies.
The Fund may also indirectly invest in the securities of
domestic and foreign companies by investing in the securities
of other investment companies that invest primarily in such
companies. The other investment companies in which the Fund
may invest may be domestic companies registered under the 1940
Act or foreign companies that are not so registered or
otherwise regulated. They usually have their own management
fees and expenses, and Quest will also earn its fee on Fund
assets invested in such other companies, which would result in
a duplication of fees to the extent of any such investment.
However, Quest will waive its management fee on any Fund
assets invested in other open-end investment companies, and no
sales charge will be incurred on such an investment."
INFORMATION CONCERNING THE PROPOSED SALE OF ASSETS TO QUEST
Under an Asset Purchase Agreement dated as of June 3, 1996,
the Present Advisor agreed to sell to Quest its business and assets
relating to the administration and management of the Fund's assets
(the "Transaction"). The terms of the Transaction provide for the
sale to Quest of certain intangible assets and books and records
which are used by the Present Advisor for its service as an
investment advisor and administrator to the Fund. The Asset
Purchase Agreement provides that the obligation of the parties to
consummate the Transaction is subject to the approval by
stockholders of the proposed Investment Advisory Agreement between
the Fund and Quest. Pursuant to the Asset Purchase Agreement, the
election of the nominees identified in Proposal 2 below as
Directors of the Fund is also a condition for consummation of the
Transaction.
The Fund is a third-party beneficiary of certain sections of
the Asset Purchase Agreement dealing with Fund proxy solicitations
and Fund meeting expenses and, as such, may enforce these
provisions against the Present Advisor or Quest. The Fund will not
bear the expense of soliciting the approvals required for
consummation of the Transaction nor will it incur any contractual
obligations under the Asset Purchase Agreement.
Under the Asset Purchase Agreement, Quest does not assume any
liabilities of the Present Advisor, and will pay to the Present
Advisor a purchase price of $1,398,769, subject to an adjustment to
reflect certain changes in the level of the assets of the Fund as
the closing date of the Transaction. This payment is subject to
the obligation of the selling party and Mr. Veitia to indemnify
Quest in the event of certain adverse diminutions in the net assets
of the Fund.
The Asset Purchase Agreement also provides that Quest and Mr.
Veitia, currently Chairman of both the Fund and the Present
Advisor, will enter into a Consulting Agreement. Under the
Consulting Agreement, in consideration of compensation of $675,000
payable in three annual payments, Mr. Veitia is obligated to
provide consulting services to Quest after the completion of the
Transaction, so that Quest may obtain certain assistance from Mr.
Veitia. According to the terms of the Consulting Agreement, for a
period of approximately three years after consummation of the
Transaction, Mr. Veitia will consult with, advise and assist
Quest's management with respect to (1) Fund stockholder
communications and servicing and (2) economic factors and trends
affecting foreign economies and markets. However, Mr. Veitia will
not be permitted or required generally to furnish advice or make
recommendations regarding the purchase or sale of securities.
Assuming the necessary conditions have been met, consummation
of the Transaction is expected to occur promptly following approval
of the New Agreement at the Fund's Annual Meeting of Stockholders,
which is expected to occur on or about August 29, 1996.
The parties to the Asset Purchase Agreement have agreed that
the Transaction, and the consideration paid pursuant to the
Transaction, shall be subject to Section 15(f) of the 1940 Act,
which requires that: (i) for three years following the Transaction
at least seventy-five percent of the Board of the Fund shall
consist of people who are not interested persons of the old or the
new advisor to the Fund, and (ii) no "unfair burden" shall be
imposed upon the Fund during the two years following the
Transaction.
VOTE REQUIRED
The New Agreement between the Fund and Quest requires the
approval of the lesser of (i) 67% of the shares of the Fund's
Common Stock present or represented at the meeting (assuming that
more than 50% of such shares are present or represented) or (ii)
more than 50% of the outstanding shares of the Fund's Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
Proposal 2. ELECTION OF DIRECTORS
At the Annual Meeting, it is proposed to elect four directors,
each director to hold office until the next Annual Meeting of
Stockholders and until his successor shall have been elected and
qualifies. The Fund's Board of Directors has nominated the
following four persons to become directors of the Fund: Charles M.
Royce, Richard M. Galkin, Stephen L. Isaacs and David L. Meister
(collectively, the "Nominees"). Certain information concerning the
Nominees is set forth below. Subject to the condition recited
below, each of these persons has agreed to serve if elected, and
the Fund's management has no reason to believe that any of them
will be unavailable for election as a director. However, each
nominee has indicated that he will not be available to serve in the
event that stockholders do not approve the New Agreement
recommended in Proposal 1 above. If, for this or any other reason,
any of them become unwilling or unable to serve, the persons named
in the accompanying form of Proxy will vote for the election of
such other persons, if any, as the Board of Directors may nominate.
NAME PROPOSED POSITIONS WITH THE FUND AGE
Charles M. Royce* Director, President and Treasurer 56
Richard M. Galkin Director 58
Stephen L. Isaacs Director 56
David L. Meister Director 56
* If elected to the Board of Directors, Mr. Royce would be
deemed an "interested person" of the Fund within the meaning of
Section 2(a)(19) under the 1940 Act.
The Board has an Audit Committee, which is responsible for
recommending the selection and nomination of the independent
auditors of the Fund and for conducting post-audit reviews of the
Fund's financial condition with the auditors. The Audit Committee
held two meetings during the year ended December 31, 1995, and each
member of the Audit Committee attended all of the meetings. The
Board also has an Independent Directors Committee comprised of all
of the independent directors, which is responsible for reviewing
any matters which may affect affiliated entities of the Fund. The
Independent Directors' Committee met once in 1995, and both members
attended the meeting. The Board of Directors also has a Nominating
Committee which is responsible for recommending to the Board the
persons to be nominated as directors of the Fund. The Nominating
Committee held one meeting during the fiscal year ended December
31, 1995, and each member of the Committee attended the meeting.
Stockholders 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. The Board
does not have any other standing committees.
There are no family relationships between any of the Fund's
directors and officers.
During the Fund's current fiscal year, Stephen A. Saker, a
director of the Fund, failed to file on a timely basis a report
required by Section 16(a) of the Securities Exchange Act of 1934.
Such report, which was filed with the Securities and Exchange
Commission on June 21, 1996, disclosed the sale of 146.34 shares of
the Fund on May 20, 1996 by Mr. Saker's wife from her IRA account
for a total consideration of $576.59.
As of the record date, none of the Nominees owned of record or
beneficially any shares of the Fund's Common Stock.
BUSINESS EXPERIENCE OF CURRENT DIRECTORS AND NOMINEES
Set forth below is certain information as to the principal
business experience of the Nominees during the past five years.
Charles M. Royce is the President, Secretary, Treasurer and
sole director and sole voting stockholder of Quest, the proposed
investment adviser to the Fund. He became affiliated with Quest in
June 1972, and has served as its President and Treasurer since
November 1972. Mr. Royce also manages three private investment
partnerships through Quest Management Company ("QMC"), a registered
investment adviser, of which he is the managing general partner.
Richard M. Galkin is a private investor and President of
Richard M. Galkin Associates, Inc., tele-communications
consultants.
Stephen L. Isaacs is an attorney, Director of the Columbia
University Development Law and Policy Program, a Professor at
Columbia University and President of Stephen L. Isaacs Associates,
Consultants.
David L. Meister is a consultant in the communications
industry. He was an executive officer of Digital Planet Inc. from
April 1991 to December 1992.
Mr. Royce is also Director, President and Treasurer of Royce
Micro-Cap Trust, Inc. ("RMT"), Royce Value Trust, Inc. ("RVT"), and
The Royce Fund ("TRF"), registered management investment companies.
Messrs. Royce, Galkin, Isaacs and Meister are also
directors/trustees of RMT, RVT, and RVT. Messrs. Royce, Galkin,
Isaacs and Meister are also trustees of TRF. Mr. Royce is also the
sole stockholder and director and Secretary, of Quest Distributors,
Inc., the distributor of TRF's shares.
Set forth below is certain information as to the principal
business experience of the Fund's current directors during the past
five years.
Diego J. Veitia is the Chairman of the Present Advisor (since
1991), International Assets Advisory Corporation ("I.A.A.C."), an
affiliate of the Present Advisor, (since 1981), Global Assets
visors, Inc. (since 1994), International Assets Holding
Corporation (since 1987) and America's All Seasons Income Fund,
Inc. (since 1988). Mr. Veitia has been Chairman of the Fund since
1987.
Robert A. Miller, Ph.D. is the Academic Vice President of
Queens College (since July 1994) and was Provost of Antioch
University from August 1991 to July 1994. Prior to August 1991, he
was Dean of The Hamilton Holt School, Rollins College. Dr. Miller
has been a director of the Fund since 1987 and America's All
Seasons Income Fund, Inc. since 1988.
Adrian Day, an investment advisor and writer, is the Editor of
Investment Analyst, an investment newsletter (since 1987),
President of Global Strategic Management, Inc., a money management
firm (since 1991), President of Investment Consultants
International, Ltd. (since 1981), Director of Telegold Ltd. (since
1995). Mr. Day was formerly President of Day Assets Ltd. (1988 to
1992), Director of North Lily Mining (until 1993) and Director of
Vidatron Consultants (until 1993). Mr. Day has been a director of
the Fund and America's All Seasons Income Fund, Inc. since 1990.
Jerome F. Miceli is President of Global Assets Advisors, Inc.
(since May 1994), Chief Executive Officer (since September 1992)
and President (since June 1990) of I.A.A.C., Director and Chief
Operating Officer of the Fund's Present Advisor (since November
1990). Mr. Miceli has been a director and Treasurer of the Fund
and a director of America's All Seasons Income Fund, Inc. since
1990.
Stephen A. Saker is Director and Vice President of I.A.A.C.
(since June 1985), Executive Vice President (since 1993) and
Secretary (since 1988) of America's All Seasons Income Fund, Inc.
and Secretary of the Fund since 1987. He has been a director and
Secretary of International Assets Holding Corporation since 1987.
Mr. Saker has been the Secretary of Global Assets Advisors, Inc.
since 1994 and a director of the Fund since 1987.
Michael Petrino has held the position of President of Calport
Asset Management, a registered investment advisor, since July 1991.
He has been a director of the Fund since 1995.
REMUNERATION OF DIRECTORS AND OFFICERS
None of the Nominees is, or has ever served as, a director of
the Fund, or received any compensation from the Fund as a director,
officer, or otherwise.
Each of the Fund's current directors who is not an affiliated
person (as defined in the 1940 Act) of the Present Advisor receives
as compensation an annual fee of $7,500 and a fee for each meeting
attended of $750. The Fund also reimburses all directors for
expenses incurred in connection with attending Board meetings. The
Present Advisor 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 Present Advisor. All current officers are
covered by this provision and did not receive any compensation from
the Fund during the fiscal year ended December 31, 1995. Set forth
below is the compensation paid by the Fund to each of its current
directors during the fiscal year ended December 31, 1995.
AGGREGATE COMPENSATION TOTAL COMPENSATION
NAME FROM THE FUND FROM THE FUND
Diego J. Veitia $ 0 $ 0
Robert A. Miller, Ph.D. 10,250 10,250
Adrian Day 10,250 10,250
Jerome F. Miceli 0 0
Stephen A. Saker 0 0
Michael Petrino 5,250 5,250
VOTE REQUIRED
A quorum consists of stockholders representing a majority of
the outstanding shares of the Fund entitled to vote who are present
in person or by proxy, and a plurality of all of the votes cast at
a meeting at which a quorum is present is sufficient to elect a
director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.
Proposal 3. APPROVAL OF A CHANGE IN THE FUND'S FUNDAMENTAL
INVESTMENT OBJECTIVE AND CERTAIN OTHER INVESTMENT
POLICIES
This proposal will be presented for action at the meeting
only if the investment advisory agreement recommended in
Proposal 1 is approved at the meeting and the nominees
identified in Proposal 2 are elected.
The Fund operates under a fundamental investment objective,
and is subject to fundamental investment restrictions, which may
only be changed with the approval of the stockholders. These
provisions govern the way in which investments are selected for the
Fund. The objective sets the goal for the Fund, and the
restrictions limit activities in which the Fund might engage.
In connection with the proposal to appoint Quest as the new
investment advisor to the Fund, the Board reviewed the manner in
which Quest advises other investment companies, and evaluated the
experience of Quest as an advisor. In connection with the Board's
consideration of the New Agreement, Quest indicated to the Board
that Quest would like to manage the investments of the Fund in a
way that draws upon Quest's traditional strengths and areas of
experience. It is the view of both Quest and the Board that
enabling Quest to manage the Fund's investments using Quest's
strengths would offer the best chance of success for the Fund and
the stockholders.
The Board has considered the changes proposed by Quest. In
order to implement these changes, the stockholders must approve
changes in the fundamental items listed below by the affirmative
vote of a majority of the outstanding voting securities of the Fund
as defined in the 1940 Act. Under the 1940 Act, a majority of the
outstanding voting securities at this meeting means the vote of 67%
or more of the voting securities present at the meeting, if more
than 50% of the voting securities are present in person or by
proxy, or more than 50% of the outstanding voting securities of the
Fund, whichever is less.
The present language of the items involved is provided below,
along with the new language proposed. To evaluate these proposals
in context, stockholders should also consider the statements
provided by Quest describing how the Fund's investment activities
will be conducted if stockholders approve the New Agreement (see
Proposal 1 above).
CHANGE OF THE INVESTMENT OBJECTIVE
The Fund currently has the following fundamental investment
objective, which may not be changed without the affirmative vote of
the holders of a majority of the Fund's outstanding voting
securities:
"The objective of the Fund is to achieve long-term
capital appreciation without undue risk to preservation
of capital. Any current income achieved by the Fund will
be incidental."
It is proposed that the investment objective of the Fund be
changed to read:
The Fund's investment objective is long-term capital
appreciation. It will seek to achieve this objective by
normally investing more than 75% of its assets in common
stocks, convertible preferred stocks, convertible
debentures and other equity securities."
CHANGE OF CERTAIN INVESTMENT RESTRICTIONS
The Fund currently operates under fundamental investment
restrictions. Four are proposed to be changed in the manner
indicated below. New language is underlined, and material to be
deleted is stricken. The other restrictions would be renumbered to
reflect the deletions indicated below. The restrictions may not be
changed without the affirmative vote of the holders of a majority
of the Fund's outstanding voting securities as defined in the 1940
Act.
The restrictions to be changed provide that the Fund will not:
invest in any investment company if a purchase of its shares
would result in the Fund and its affiliates owning more than
3% of the total outstanding stock of such company.
The new advisor has noted that it may recommend to the Fund the
purchase of investment company securities which are also held in
the portfolios of other clients. Subject to compliance with
applicable provisions securities laws, Quest does not wish to
restrict the ability of the Fund to acquire such investments.
purchase more than 10% of the voting securities, or more than
10% of any class of securities of any issuer. For purposes of
this restriction, all outstanding fixed income securities of
an issuer are considered as one class.
Quest does not want to preclude the Fund from holding more than 10%
of a class of an issuer's non-voting securities.
invest in securities of any company if, to the knowledge of
the Fund, any officer or director of The Fund or the
investment manager owns more than .5% of the outstanding
securities of such company and such officers and directors
(who own more than .5%) in the aggregate own more than 5% of
the outstanding securities of such company.
This investment restriction was originally provided by the Fund to
comply with a state blue sky requirement. Quest has requested that
stockholders delete this limitation so that the Fund, and certain
other private pooled accounts managed by Quest in which certain
officers of the Fund or Quest may have a beneficial interest, may
invest in the same companies. Quest has advised the Board that the
strict Code of Ethics of The Royce Funds and the Quest Companies
deals with and limits the extent of such beneficial interests.
invest more than 25% of its assets concentrate its investments
in any industry.
The term "concentrate" is defined by the 1940 Act to apply the same
25% limit as would be stated in the revised language. The meaning
of the restriction will not change.
VOTE REQUIRED
The vote required for approval of Proposal 3 is a majority of
the Fund's outstanding voting securities, which is the lesser of
(i) 67% of the shares of Common Stock of the Fund present or
represented at the meeting (assuming that more than 50% of the
shares are present or represented) or (ii) more than 50% of the
outstanding shares of Common Stock of the Fund.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3.
Proposal 4. APPROVAL OF AMENDED AND RESTATED ARTICLES OF
INCORPORATION FOR THE FUND
This proposal will be presented for action at the meeting
only if the investment advisory agreement recommended in
Proposal 1 is approved at the meeting and the nominees
identified in Proposal 2 are elected.
The Board of Directors has approved Articles of Amendment and
Restatement (the "Amendment") to the Fund's Articles of
Incorporation, which would modify the rights of the directors and
stockholders as described below. In accordance with the General
Corporation Law of Maryland (where the Fund is incorporated) (the
"GCL"), the Board recommends that the stockholders approve the
Amendment.
While the principal purpose of the Amendment is to conform the
Fund's charter document to those of the other closed-end investment
companies in advised by Quest, the Amended and Restated Articles
would make certain changes which are material to the stockholders.
(i) The Amendment would change the name of the Fund to Royce
Global Fund, Inc.
The Board believes that the identification of the Fund as a
member of The Royce Funds would benefit the Fund. The Fund has
been authorized by Quest to use the term "Royce" as part of its
name, subject to a provision in the New Agreement which will
require the Fund to change its name to eliminate the term "Royce"
from its name if neither Quest or any affiliate of Quest is the
investment advisor to the Fund.
(ii) The Amendment would permit the Board to authorize and
issue preferred stock without stockholder approval, and to
modify the structure of the Board of Directors and the voting
rights of stockholders with respect thereto in connection with
the issuance of senior securities.
Pursuant to the GCL, a corporation may provide in its charter
that its Board shall have the authority to reclassify, by
resolution and without stockholder approval, any authorized but
unissued stock by changing certain attributes of such stock,
including dividend and liquidation preferences and conversion and
various other rights. The Amendment will grant such authority to
the Board.
The present Articles of Incorporation grant the Board the
authority to issue one hundred million shares of capital stock of
the Fund to be known and designated as Common Stock. The Amendment
would permit the Board to issue, without stockholder approval, one
or more series of preferred stock that would have priority over
shares of the Common Stock as to payment of dividends and
distribution of assets upon liquidation of the Fund. Senior
securities issued by the Fund could consist of preferred shares of
the Fund's capital stock, as authorized under Article IV, Section
5 of the Amendment, or debt securities, as authorized under Article
V, Section 2(iv) of the Amendment.
Furthermore, the Amendment includes certain charter provisions
which are necessary for compliance with requirements under Section
18 of the 1940 Act in connection with the issuance of senior
securities. Section 18 imposes asset coverage provisions and
dividend payment limitations on closed-end investment companies
issuing debt securities. If asset coverage requirements are not
met, holders of the securities must be given the right to elect at
least a majority of directors in certain cases. Preferred
stockholders must have the right, voting as a class, to elect at
least two directors at all times and to elect a majority of
directors if dividends on their stock are unpaid for certain
periods. The Amendment would grant the Board the power to modify
the structure of the Board, or any voting right of stockholders
with respect thereto, to the extent necessary to comply with the
aforementioned requirements under Section 18.
Although two of the closed-end investment companies for which
Quest serves as the advisor have similar authority, Quest has
advised the Board that neither Quest nor the nominees for election
to the Board identified in Proposal 2 above have any present
intention to have the Fund exercise the power provided by this
change.
(iii) The Amendment would authorize the Fund to issue shares
of its common stock for at less than the net asset value of
the shares.
Under the 1940 Act, a closed-end investment company may only
issue its shares of common stock for less than the net asset value
of such shares in compliance with the provisions of that Act. (The
language would not allow the Fund to issue its shares for less than
the par value, as required by the GCL.) Quest has advised the
Board that the other closed-end funds for which it acts as the
investment advisor have the authority to issue shares for less than
net asset value, and have exercised that authority for two purposes
permitted by the 1940 Act.
First, those investment companies have adopted an "Automatic
Distribution Reinvestment Plan" to permit the Fund to issue shares
in connection with the payment of dividends or capital gain
distributions in shares of the Fund's common stock valued at the
market price for such shares at the valuation date. While any
stockholder may elect to receive such payments in cash,
stockholders of the Fund would benefit from the acquisition of
additional shares of stock at a discount from the current net asset
value. Quest has advised the Board that it expects to recommend
the adoption of such a Plan to the new Board.
Second, a closed-end investment company may issue shares of
its common stock for less than the net asset value of such shares
in connection with a rights offering to existing stockholders.
While both of the closed-end funds advised by Quest have made such
rights offerings, Quest has advised the Board that neither Quest or
the nominees named in Proposal 2 above have any present intention
of causing the Fund to make such a rights offering at this time.
The proposed Amendment does NOT seek to modify or eliminate
the provision in the Fund's present Articles of Incorporation which
requires that any proposal to open-end, liquidate, or merge the
Fund, or to modify the two thirds voting provision, must be
approved by at least two thirds of the outstanding voting
securities of the Fund. Therefore, approval of the proposal will
not require the affirmative vote of two thirds of the outstanding
voting securities.
Adoption of this proposal would authorize the officers of the
Fund to prepare, execute and file Articles of Amendment and
Restatement, as set forth in Exhibit B herein, to replace Articles
FIRST through ELEVENTH of the Fund's present Articles of
Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 4
Proposal 5. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC
ACCOUNTANTS
This proposal will be presented for action at the meeting
only if the investment advisory agreement recommended in
Proposal 1 is approved at the meeting and the nominees
identified in Proposal 2 are elected.
At the meeting, the stockholders will be asked to ratify the
selection by the Board of Directors, including a majority of the
directors who are not "interested persons" (as such term is defined
in the 1940 Act), of Ernst & Young LLP, independent auditors, to
serve as the Fund's auditors for the year ending December 31, 1996.
Ernst & Young LLP presently serves as the independent accountant
for the closed-end funds advised by Quest. Ernst & Young LLP has
informed the Fund that neither Ernst & Young LLP nor any of its
partners has any direct or indirect financial interest in the Fund
except as auditors and independent public accountants.
Representatives of Ernst & Young LLP are not expected to be present
at the meeting, but have been given an opportunity to make a
statement if they so desire, and will be available should any
matter arise requiring their participation.
KPMG Peat Marwick has served as the Fund's independent public
accountant from the Fund's inception through the year ended
December 31, 1995. While there is no dispute or disagreement
between the Fund and KPMG Peat Marwick, that firm does not serve as
the accountant for The Royce Funds. The Board has been advised by
Quest that efficiencies of operation would be expected if the Fund
uses the same accountant as other closed-end Royce Funds, and the
Board has therefore recommended the ratification of Ernst & Young
LLP. If this proposal is not presented, or is not approved, the
Board will determine what further action is required in this
regard.
VOTE REQUIRED
Ratification of the selection of Ernst & Young LLP as the
independent public accountants of the Fund requires the affirmative
vote of a majority of the shares of the Fund present and voting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 5.
6. OTHER BUSINESS
Management knows of no business to be brought before the
meeting other than Proposals 1, 2, 3, 4 and 5 in the Notice of the
Annual Meeting. If other matters do come before the meeting, it is
intended that the shares represented by Proxies will be voted in
accordance with the judgment of the person or persons exercising at
the meeting the authority conferred by the Proxies.
ADDITIONAL INFORMATION
Fund/Plan Services, Inc., located at 2 West Elm Street,
Conshohocken, Pennsylvania 19428, serves as the Fund's transfer
agent, dividend-disbursing agent and the custodial agent for the
Fund's custodian bank.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the
Fund's 1997 Annual Meeting of Stockholders must be received by the
Fund by April 30, 1997, for inclusion in the Fund's Proxy Statement
and form of Proxy relating to that meeting.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE.
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
BETWEEN
ALL SEASONS GLOBAL FUND, INC.
AND
QUEST ADVISORY CORP.
Agreement dated as of ____________, 1996 by and between ALL
SEASONS GLOBAL FUND, INC., a Maryland corporation whose name may be
changed to ROYCE GLOBAL FUND, INC. (the "Fund"), and QUEST ADVISORY
CORP., a New York corporation (the "Adviser").
The Fund and the Adviser hereby agree as follows:
1. Duties of the Adviser. The Adviser shall, during the
term and subject to the provisions of this Agreement, (a) determine
the composition of the portfolio of the Fund, the nature and timing
of the changes therein and the manner of implementing such changes
and (b) provide the Fund with such investment advisory, research
and related services as the Fund may, from time to time, reasonably
require for the investment of its assets. The Adviser shall
perform such duties in accordance with the applicable provisions of
the Fund's Articles of Incorporation, By-laws and stated investment
objective, policies and restrictions and any directions it may
receive from the Fund's Board of Directors.
2. Expenses Payable by the Fund. Except as otherwise
provided in Paragraphs 1 and 3 hereof, the Fund shall be
responsible for determining the net asset value of its shares and
for all of its other operations and shall pay all administrative
and other costs and expenses attributable to its operations and
transactions, including, without limitation, registrar, transfer
agent and custodian fees; legal, administrative and clerical
services; rent for its office space and facilities; auditing;
preparation, printing and distribution of its proxy statements,
stockholders' reports and notices; supplies and postage; Federal
and state registration fees; securities market listing fees and
expenses; Federal, state, local and foreign taxes; non-affiliated
directors' fees; interest on its borrowings; brokerage commissions;
and the cost of issue, sale and repurchase of its shares.
3. Expenses Payable by the Adviser. The Adviser shall
furnish, without expense to the Fund, the services of those of its
executive officers and full-time employees who may be duly elected
executive officers or directors of the Fund, subject to their
individual consent to serve and to any limitations imposed by law,
and shall pay all the salaries and expenses of such persons. For
purposes of this Agreement, only a president, a treasurer or a
vice-president in charge of a principal business function shall be
deemed to be an executive officer. The Adviser shall also pay all
expenses which it may incur in performing its duties under
Paragraph 1 hereof and shall reimburse the Fund for any space
leased by the Fund and occupied by the Adviser.
4. Compensation of the Adviser.
(a) The Fund agrees to pay to the Adviser, and the
Adviser agrees to accept, as compensation for the services provided
by the Adviser hereunder, a monthly fee equal to 1/12 of 1% (1% on
an annualized basis) of the average net assets of the Fund for each
month during the term of this Agreement. (The net assets of the
Fund shall be computed by subtracting the amount of any
indebtedness and other liabilities of the Fund from the value of
the total assets of the Fund, and the liquidation preference of and
any potential redemption premium for any preferred stock of the
Fund that may hereafter be issued and outstanding shall not be
treated as an indebtedness or other such liability of the Fund for
this purpose.) The Fund shall pay such fee to the Adviser at or
promptly following the end of each such month.
(b) Notwithstanding the provisions of subparagraph (a)
above to the contrary, the Adviser shall reduce the monthly fees
payable to it hereunder to the extent necessary so that the ratio
of the expenses of the Fund (including the fees payable to the
Adviser, but excluding interest, dividends on securities sold
short, taxes, brokerage commissions, distribution fees,
amortization of organization expenses and litigation and
indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Fund's business) shall not
exceed (i) for the period from the date on which this Agreement
shall become effective and ending December 31, 1996, 2.5% of the
first $30,000,000, 2% of the next $70,000,000 and 1.5% of any
remaining average net assets of the Fund for such period, and (ii)
for each of the fiscal years of the Fund ending December 31, 1997
and December 31, 1998, 1.75% of the Fund's average net assets for
such fiscal year.
(c) In the event of any termination of this Agreement,
the fee provided for in this Paragraph 4 shall be calculated on the
basis of a period ending on the last day on which this Agreement is
in effect, subject to a pro rata adjustment based on the number of
days elapsed in the current month as a percentage of the total
number of days in such month.
5. Excess Brokerage Commissions. The Adviser is hereby
authorized, to the fullest extent now or hereafter permitted by
law, to cause the Fund to pay a member of a national securities
exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission
another member of such exchange, broker or dealer would have
charged for effecting that transaction, if the Adviser determines
in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and/or research services
provided by such member, broker or dealer, viewed in terms of
either that particular transaction or its over-all responsibilities
with respect to the Fund and its other accounts.
6. Limitations on the Employment of the Adviser. The
services of the Adviser to the Fund shall not be deemed exclusive,
and the Adviser may engage in any other business or render similar
or different services to others so long as its services to the Fund
hereunder are not impaired thereby, and nothing in this Agreement
shall limit or restrict the right of any director, officer or
employee of the Adviser to engage in any other business or to
devote his time and attention in part to any other business,
whether of a similar or dissimilar nature. So long as this
Agreement or any extension, renewal or amendment remains in effect,
the Adviser shall be the only investment adviser to the Fund,
subject to the Adviser's right to enter into sub-advisory
agreements. The Adviser assumes no responsibility under this
Agreement other than to render the services called for hereunder,
and shall not be responsible for any action of or directed by the
Board of Directors of the Fund, or any committee thereof, unless
such action has been caused by the Adviser's gross negligence,
willful malfeasance, bad faith or reckless disregard of its
obligations and duties under this Agreement.
7. Responsibility of Dual Directors, Officers and/or
Employees. If any person who is a director, officer or employee of
the Adviser is or becomes a director, officer and/or employee of
the Fund and acts as such in any business of the Fund pursuant to
this Agreement, then such director, officer and/or employee of the
Adviser shall be deemed to be acting in such capacity solely for
the Fund, and not as a director, officer and/or employee of the
Adviser or under the control or direction of the Adviser, although
paid by the Adviser.
8. Protection of the Adviser. The Adviser shall not be
liable to the Fund for any action taken or omitted to be taken by
the Adviser in connection with the performance of any of its duties
or obligations under this Agreement or otherwise as an investment
adviser of the Fund, and the Fund shall indemnify the Adviser and
hold it harmless from and against all damages, liabilities, costs
and expenses (including reasonable attorneys' fees and amounts
reasonably paid in settlement) incurred by the Adviser in or by
reason of any pending, threatened or completed action, suit,
investigation or other proceeding (including an action or suit by
or in the right of the Fund or its security holders) arising out of
or otherwise based upon any action actually or allegedly taken or
omitted to be taken by the Adviser in connection with the
performance of any of its duties or obligations under this
Agreement or otherwise as an investment adviser of the Fund.
Notwithstanding the preceding sentence of this Paragraph 8 to the
contrary, nothing contained herein shall protect or be deemed to
protect the Adviser against or entitle or be deemed to entitle the
Adviser to indemnification in respect of, any liability to which
the Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of its reckless disregard of its duties and
obligations under this Agreement.
Determinations of whether and the extent to which the Adviser
is entitled to indemnification hereunder shall be made by
reasonable and fair means, including (a) a final decision on the
merits by a court or other body before whom the action, suit or
other proceeding was brought that the Adviser was not liable by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties or (b) in the absence of such a
decision, a reasonable determination, based upon a review of the
facts, that the Adviser was not liable by reason of such misconduct
by (i) the vote of a majority of a quorum of the directors of the
Fund who are neither "interested persons" of the Fund (as defined
in Section 2(a)(19) of the Investment Company Act of 1940) nor
parties to the action, suit or other proceeding or (ii) an
independent legal counsel in a written opinion.
9. Effectiveness, Duration and Termination of Agreement.
This Agreement shall become effective on _________, 1996, and shall
remain in effect until April 30, 1998 and thereafter shall continue
automatically for successive annual periods from May 1 to April 30,
provided that such continuance is specifically approved at least
annually by (a) the vote of the Fund's directors, including a
majority of such directors who are not parties to this Agreement or
"interested persons" (as such term is defined in Section 2(a)(19)
of the Investment Company Act of 1940) of any such party, cast in
person at a meeting called for the purpose of voting on such
approval, or (b) the vote of a majority of the outstanding voting
securities of the Fund and the vote of the Fund's directors,
including a majority of such directors who are not parties to this
Agreement or "interested persons" (as so defined) of any such
party. This Agreement may be terminated at any time, without the
payment of any penalty, on sixty (60) days' written notice by the
vote of a majority of the outstanding voting securities of the Fund
or by the vote of a majority of the Fund's directors or by the
Adviser, and will automatically terminate in the event of its
"assignment" (as such term is defined for purposes of Section
15(a)(4) of the Investment Company Act of 1940); provided, however,
that the provisions of Paragraph 8 of this Agreement shall remain
in full force and effect, and the Adviser shall remain entitled to
the benefits thereof, notwithstanding any such termination.
10. Name. The Fund may, so long as this Agreement remains in
effect, use "Royce" as part of its name. The Adviser may, upon
termination of this Agreement, require the Fund to refrain from
using the name "Royce" in any form or combination in its name or in
its business, and the Fund shall, as soon as practicable following
its receipt of any such request from the Adviser, so refrain from
using such name.
11. Notices. Any notice under this Agreement shall be given
in writing, addressed and delivered or mailed, postage prepaid, to
the other party at its principal office.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed the day and year first above written.
ALL SEASONS GLOBAL FUND, INC.
By:_______________________________
QUEST ADVISORY CORP.
By:_______________________________
Charles M. Royce, President
EXHIBIT B
ALL SEASONS GLOBAL FUND, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
All Seasons Global Fund, Inc., a Maryland corporation having
its principal Maryland office in the City of Baltimore, State of
Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland:
FIRST: The Articles of Incorporation of the Corporation are
amended and as so amended are restated in their entirety by
striking out Articles FIRST through ELEVENTH and inserting in lieu
thereof the following:
ARTICLE I
NAME
The name of the Corporation is ROYCE GLOBAL FUND, INC.
ARTICLE II
PURPOSES AND POWERS
The Corporation is formed for the following purposes:
(i) To conduct and carry on the business of an
investment company.
(ii) To hold, invest and reinvest its assets in
securities and other investments or to hold part or all of its
assets in cash.
(iii) To issue and sell shares of its capital stock in
such amounts and on such terms and conditions and for such purposes
and for such amount or kind of consideration as may now or
hereafter be permitted by law.
(iv) To do any and all additional acts and to exercise
any and all additional powers or rights as may be necessary,
incidental, appropriate or desirable for the accomplishment of all
or any of the foregoing purposes.
The Corporation shall be authorized to exercise and enjoy
all of the powers, rights and privileges granted to, or conferred
upon, corporations by the Maryland General Corporation Law now or
hereafter in force, and the enumeration of the foregoing shall not
be deemed to exclude any powers, rights or privileges so granted or
conferred.
ARTICLE III
PRINCIPAL OFFICE AND RESIDENT AGENT
The post office address of the principal office of the
Corporation in the State of Maryland is 11 East Chase Street,
Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in the State of Maryland is Prentice Hall Corporation
System, Maryland. The post office address of the resident agent is
11 East Chase Street, Baltimore, Maryland 21202.
ARTICLE IV
CAPITAL STOCK
(1) The total number of shares of capital stock that the
Corporation shall have authority to issue is one hundred million
(100,000,000) shares, of the par value of one cent ($.01) per
share, and of the aggregate par value of one million dollars
($1,000,000), all of which one hundred million (100,000,000) shares
are designated Common Stock, subject to the authority granted to
the Board of Directors herein to classify and reclassify stock.
(2) The Corporation may issue fractional shares. Any
fractional share shall carry proportionately the rights of a whole
share, including, without limitation, the right to vote and the
right to receive dividends.
(3) All persons who shall acquire stock in the
Corporation shall acquire the same subject to the provisions of
these Articles of Incorporation and the Bylaws of the Corporation.
(4) No holder of stock of the Corporation shall have, by
virtue of being such a holder, any right to purchase or subscribe
for any share of the Corporation's capital stock or any other
security that the Corporation may issue or sell (whether out of the
number of shares authorized by these Articles of Incorporation or
out of any shares of the Corporation's capital stock that the
Corporation may acquire) other than a right that the Board of
Directors may, in its discretion, determine to grant.
(5) The Board of Directors shall have authority by
resolution to classify and reclassify any authorized but unissued
shares of capital stock from time to time, whether as common stock
or otherwise, by setting or changing in any one or more respects
the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications or,
except to the extent limited by Articles VI of these Articles,
terms or conditions of redemption of the capital stock.
(6) Notwithstanding any provision of the Maryland
General Corporation Law requiring any action to be taken or
authorized by the affirmative vote of the holders of a greater
proportion of the votes of all classes or of any class of stock of
the Corporation, such action shall, except as otherwise provided in
Article VI of these Articles of Incorporation, be effective and
valid if taken or authorized by the affirmative vote of a majority
of the total number of votes entitled to be cast thereon.
ARTICLE V
BOARD OF DIRECTORS
(1) (i) The number of directors of the Corporation
shall be no less than three (3). This number may be changed
pursuant to the Bylaws of the Corporation, but shall at no time be
less than the minimum number required under the Maryland General
Corporation Law.
(ii) The Corporation reserves, and grants to the
Board of Directors, the power to modify the structure of the Board
of Directors or any voting right of stockholders with respect
thereto, if such action is deemed necessary in order to comply with
requirements of the Investment Company Act of 1940, as amended,
which relate to or result from the issuance of any class of senior
security.
(2) In furtherance, and not in limitation, of the powers
conferred by the laws of the State of Maryland, the Board of
Directors is expressly authorized to do the following to the extent
consistent with the Maryland General Corporation Law:
(i) To make, alter or repeal the Bylaws of the
Corporation, except where such power is reserved by the Bylaws to
the stockholders and except as otherwise required by the Investment
Company Act of 1940, as amended.
(ii) To determine from time to time whether and to
what extent and at what times and places and under what conditions
and regulations the books and accounts of the Corporation, or any
of them other than the stock ledger, shall be open to the
inspection of the stockholders. No stockholder shall have any
right to inspect any account or book or document of the
Corporation, except as conferred by law or authorized by resolution
of the Board of Directors.
(iii) Without the assent or vote of the
stockholders, to authorize the issuance from time to time of shares
of stock of any class of the Corporation, whether now or hereafter
authorized, and securities convertible into shares of stock of the
Corporation of any class or classes, whether now or hereafter
authorized, and for such consideration as the Board of Directors
may deem advisable.
(iv) Without the assent or vote of the stockholders,
to authorize and issue obligations of the Corporation, secured and
unsecured, as the Board of Directors may determine, and to
authorize and cause to be executed mortgages and liens upon the
real or personal property of the Corporation.
(v) Notwithstanding anything in these Articles of
Incorporation to the contrary, to establish, in its absolute
discretion, the basis or method for determining the value of the
assets belonging to any class, the value of the liabilities
belonging to any class and the net asset value of each share of any
class of the Corporation's stock.
(vi) To determine, in accordance with generally
accepted accounting principles and practices, what constitutes net
profits, earnings, surplus or net assets in excess of capital, and
to determine what accounting periods shall be used by the
Corporation for any purpose; to set apart out of any funds of the
Corporation reserves for such purposes as it shall determine and to
abolish the same; to declare and pay any dividends and
distributions in cash, securities or other property from surplus or
any funds legally available therefor, at such intervals as it shall
determine; to declare dividends or distributions by means of a
formula or other method of determination, at meetings held less
frequently than the frequency of the effectiveness of such
declarations; to establish payment dates for dividends or any other
distributions on any basis, including dates occurring less
frequently than the effectiveness of declarations thereof; and to
provide for the payment of declared dividends on a date earlier or
later than the specified payment in the case of stockholders of the
Corporation surrendering their entire ownership of shares of any
class of stock of the Corporation for redemption.
(vii) In addition to the powers and authorities
granted herein and by statute expressly conferred upon it, the
Board of Directors is authorized to exercise all powers and do all
acts that may be exercised or done by the Corporation pursuant to
the provisions of the laws of the State of Maryland, these Articles
of Incorporation and the Bylaws of the Corporation.
(3) Any determination made in good faith, and in a
manner reasonably believed to be in the best interests of the
Corporation, and with the care that an ordinarily prudent person in
a like position would use under similar circumstances, by or
pursuant to the direction of the Board of Directors, with respect
to the amount of assets, obligations or liabilities of the
Corporation, as to the amount of net income of the Corporation from
dividends and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount of
any reserves or charges set up and the propriety thereof, as to the
time of or purpose for creating reserves or as to the use,
alteration or cancellation of any reserves or charges (whether or
not any obligation or liability for which the reserves or charges
have been created has been paid or discharged or is then or
thereafter required to be paid or discharged), as to the value of
any security owned by the Corporation, as to the determination of
the net asset value of shares of any class of the Corporation's
capital stock, or as to any other matters relating to the issuance,
sale, repurchase or other acquisition or disposition of securities
or shares of capital stock of the Corporation, and any reasonable
determination made in good faith by the Board of Directors whether
any transaction constitutes a purchase of securities on "margin,"
a sale of securities "short," or an underwriting or sale of, or a
participation in any underwriting or selling group in connection
with the public distribution of, any securities, shall be final and
conclusive, and shall be binding upon the Corporation and all
holders of its capital stock, past, present and future, and shares
of the capital stock of the Corporation are issued and sold on the
condition and understanding, evidenced by the purchase of shares of
capital stock or acceptance of share certificates, that any and all
such determinations shall be binding as aforesaid. No provision of
these Articles of Incorporation of the Corporation shall be
effective to (i) require a waiver of compliance with any provision
of the Securities Act of 1933, as amended, or the Investment
Company Act of 1940, as amended, or of any valid rule, regulation
or order of the Securities and Exchange Commission under those Acts
or (ii) protect or purport to protect any director or officer of
the Corporation against any liability to the Corporation or its
security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
ARTICLE VI
CERTAIN ACTIONS
The stockholders of the Corporation shall have the power
by the affirmative vote of two-thirds of the aggregate number of
the votes entitled to be cast thereon to authorize any of the
following actions: (i) the dissolution of the Corporation; (ii) a
merger or consolidation of the Corporation (in which the
Corporation is not the surviving corporation); (iii) the sale,
lease, exchange or other disposal of all or substantially all the
property and assets of the Corporation to any person (as such term
is defined in the Investment Company Act 1940); or (iv) any
amendment of these Articles of Incorporation which makes any class
of the Corporation's stock redeemable securities (as that term is
defined in the Investment Company Act of 1940) or which reduces the
two-thirds approval required to authorize the above actions.
ARTICLE VII
LIMITATIONS ON LIABILITY
To the fullest extent that limitations on the liability
of directors and officers are permitted by Maryland General
Corporation Law (as from time to time amended) no director or
officer of the Corporation shall have any liability to the
Corporation or its stockholders for money damages. This limitation
on liability applies to events occurring at the time a person
serves as a director or officer of the Corporation, whether or not
such person is a director or officer at the time of any proceeding
in which liability is asserted. No future amendment to the
Articles of Incorporation of the Corporation shall affect any right
of any person under this Article VII based on any event, omission
or proceeding prior to such amendment.
ARTICLE VIII
AMENDMENTS
The Corporation reserves the right from time to time to
make any amendment to its Charter, now or hereafter authorized by
law, including any amendment that alters the contract rights, as
expressly set forth in the Charter, of any outstanding stock.
SECOND: The Corporation desires to amend and restate its
Charter as currently in effect. The provisions set forth in these
Articles of Amendment and Restatement are all the provisions of the
Charter currently in effect upon these Articles of Amendment and
Restatement becoming effective. The current address of the
principal Maryland office of the Corporation, the name and address
of the Corporation's current resident agent and the number of
directors of the Corporation and the names of those currently in
office are as set forth herein.
THIRD: The amendment and restatement of the Charter of the
Corporation as hereinabove set forth has been duly approved by a
majority of the entire board of directors and by the affirmative
vote of the holders of a majority of the issued and outstanding
capital stock of the Corporation.
IN WITNESS WHEREOF, All Seasons Global Fund, Inc. has caused
these Articles of Amendment and Restatement to be signed in its
name and on its behalf by its ________________ President, and
witnessed by its ___________________ Secretary, on ________, 1996.
The ___________________ President acknowledges these Articles
of Amendment and Restatement to be the corporate act of the
Corporation and states that to the best of his knowledge,
information and belief, the matters and facts set forth in these
Articles with respect to the authorization and approval of the
Amendment and Restatement of the Corporation's Articles of
Incorporation are true in all material respects, and that this
statement is made under penalties of perjury.
By:____________________________________
President
WITNESS:____________________________
Secretary
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 JULY 15, 1996 AT THE ANNUAL MEETING
OF STOCKHOLDERS ON AUGUST 29, 1996, OR ANY ADJOURNMENT THEREOF:
1. To approve a new Investment Advisory Agreement between the Fund and
Quest Advisory Corp.
__________FOR __________AGAINST ___________ABSTAIN
2. On the ELECTION OF FOUR DIRECTORS_______FOR all nominees listed (except
as marked to the contrary below)
_______WITHHOLD AUTHORITY to vote for all nominees listed below
Charles M. Royce Richard M. Galkin Stephen L. Isaacs David L. Meister
(Instruction to withhold authority to vote for any individual nominee,
place a line through the nominee's name.)
3. To approve a change in the Fund's fundamental investment objective
and certain other investment policies as set forth in the
Proxy Statement.
__________FOR __________AGAINST ___________ABSTAIN
4. To approve Amended and Restated Articles of Incorporation for the Fund.
__________FOR __________AGAINST ___________ABSTAIN
5. On ratification of the selection of Ernst & Young LLP as auditors for
the year ending December 31, 1996
__________FOR __________AGAINST ___________ABSTAIN
6. 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 Proposals 1, 2, 3, 4 and 5 by the undersigned
stockholder(s). If no direction is made, this proxy will be voted FOR the
approval of a new Investment Advisory Agreement; FOR the election of the four
nominees named in the proxy statement; FOR the approval of a change in the
Fund's investment objective and certain other investment policies; FOR the
approval of Amended and Restated Articles of Incorporation; and FOR the
ratification of the selection of Ernst & Young, LLP and in the discretion
of the management as to any other matter which may come before the meeting.
_________________________________
Dated____________, 1996 _________________________________
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.
