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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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<PAGE>
All Seasons Global Fund, Inc.
250 Park Avenue South
Winter Park, Florida 32789
1-800-432-0000
October 18, 1996
Dear Fellow Stockholder:
Enclosed is a letter from Charles M. Royce, President of Quest Advisory
Corp. ("Quest"). The letter provides information about an offer to the Fund
made by Quest.
As you know, stockholders at the 1996 Annual Meeting of Stockholders have
been asked to approve the appointment of Quest to serve as the investment
advisor of the Fund, and other changes related to the selection of Quest.
At this time, stockholders of the Fund have furnished proxies with
sufficient votes in favor of all of the Fund's proposals to be voted on at
the Annual Meeting. Mr. Royce has, nevertheless, proposed that Quest
voluntarily provide additional financial advantages to the Fund and its
stockholders.
Specifically, Quest proposed to waive collection of the advisory fee that
would be payable to it by the Fund during the period that it takes for the
price of the Fund's shares to increase as described in Mr. Royce's
accompanying letter. This would allow the Fund to eliminate or pay lower
advisory fees than would be required under the terms of the advisory
agreement. These savings would be in addition to economies relating to
certain operating expenses of the Fund. In connection with Quest's offer,
the Fund's present advisor and I have agreed to waive or defer payment of
a part of the consideration in the transactions so that the present advisor
and I would bear a portion of the financial impact of the fee waiver.
The enclosed letter from Mr. Royce describes the fee waiver. If you have
previously voted on this or any other matter scheduled to be considered at
the Meeting, and wish to change your vote before the Meeting, you may send
in the enclosed proxy card, which will replace your previous proxy. The
Board will vote to adjourn the Meeting until October 25, 1996 to allow
time for any resubmitted cards to arrive. IF YOU DO NOT WISH TO CHANGE
YOUR VOTE, you are not required to send in this card - the previous card
you submitted will be voted as you directed.
Sincerely yours,
DIEGO J. VEITIA
Chairman
QUEST ADVISORY CORP.
1414 Avenue of the AMERICAS
New York, N.Y. 10019
TEL: (212) 486-1445
FAX: (212) 752-8875
October 18, 1996
Dear All Seasons Global Fund Stockholder:
As you may know, a majority of All Seasons Global Fund's shares of Common
Stock have been voted FOR the change in the Fund's Investment Advisor to
Quest Advisory Corp., and the new Investment Advisory Agreement is expected
to be approved at the stockholder meeting.
During the voting process, management of the Fund heard from a number of
stockholders who expressed concern about the current gap between the
Fund's market price and its net asset value per share. While we do not,
and cannot, control the discount, we are very sensitive to this issue,
especially now -- as Quest assumes responsibility for the Fund's assets.
We are very interested in delivering a solid total return from the
stockholder's perspective. In fact, we believe that a stockholder's
market value total return is one of several very appropriate ways to
measure our performance as manager.
We will take two specific actions to align Quest's long-term interests
with those of the Fund's stockholders.
- - First, Quest will waive its management fees until the stockbolder's
have a market value equivalent to the Fund's current NAV, as described
in detail below.
- - Second, I am personally committed to becoming a major stockholder in
the Fund and I and other Quest-related persons intend to purchase, in
open market and/or private transactions, no less than $2,000,000 of the
Fund's stock, beginning the week of October 21, 1996.
I look forward to a long and mutaaUy rewarding relationship with you.
If you have any questions or concerns, please feel free to contact
our offices at (800) 221-4268 or write to us at 1414 Avenue of the
Americas, New York, NY 10019.
Sincerely,
Charles M. Royce
President
[The following text appears in a box at bottom of Quest letter:]
Quest has elected to completely waive its management fees until such
time as the market price of the Fund's conmmon stock, adjusted for
subsequent distributions to stockbolders and other capital transactions,
closes for a period of 20 consecutive trading days at or above the
Fund's NAV on the date the Agreement is closed, which is expected to be on
or about October 31, 1996. For example, using September 30, 1996 net asset
value and market prices:
Potential Gain to Current Stockholders
NAV at Market Price Discount at before
Closing at Closing Closing Management Fees are Received by Quest
$5.31 $4.125 0.223 28.7%
a:all-cor3
