Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Soliciting Material pursuant to Section 24.14a-11(c) or Section
240.14a-12
The Caldwell & Orkin Funds, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
<PAGE>
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
THE CALDWELL & ORKIN FUNDS, INC.
6200 The Corners Parkway
Suite 150
Norcross, Georgia 30092
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 24, 2000
To the Shareholders of
The Caldwell & Orkin Funds, Inc.
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the Caldwell & Orkin Market Opportunity Fund, the only series of
The Caldwell & Orkin Funds, Inc. (the "Fund') will be held at 6200 The Corners
Parkway, Suite 150, Norcross, Georgia 30092 on May 24, 2000 at 2:30 p.m., for
the following purposes:
(1) To elect six Directors of the Fund until their successors have
been duly elected and qualified;
(2) To consider and act upon a proposal to amend the Fund's
Investment Restriction No. 5 to allow the Fund to invest in
securities of other investment companies to the extent
permitted by the Investment Company Act of 1940, as amended;
(3) To ratify the selection of Tait, Weller & Baker as the
independent accountants of the Fund; and
(4) To transact such other business as may properly come before
the meeting or any adjournment(s) thereof.
The Directors of the Fund have fixed the close of business on April 14,
2000 as the record date for the determination of shareholders entitled to notice
of and to vote at the Meeting or any adjournment(s) thereof.
You are cordially invited to attend the Meeting. Shareholders who do
not attend the Meeting in person are requested to complete, date and sign the
enclosed form of proxy and return it promptly in the envelope provided for that
purpose. The enclosed proxy is being solicited on behalf of the Directors of the
Fund.
By Order of the Directors,
---------------------------
Teresa Duncan
Secretary
Norcross, Georgia
Dated: April 26, 2000
<PAGE>
THE CALDWELL & ORKIN FUNDS, INC.
6200 The Corners Parkway
Suite 150
Norcross, Georgia 30092
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
April 26, 2000
INTRODUCTION
This Proxy Statement is being furnished to shareholders of the Caldwell
& Orkin Market Opportunity Fund, the only series of The Caldwell & Orkin Funds,
Inc., a Maryland corporation (the "Fund"), in connection with the solicitation
of proxies from the Fund's shareholders by the Board of Directors of the Fund
(the "Board") to be voted at a Special Meeting of Shareholders to be held on May
24, 2000, at 2:30 p.m. (the "Meeting"), and at any adjournment(s) thereof.
Copies of this Proxy Statement were first mailed to shareholders of the Fund on
or about April 26, 2000.
The Board has fixed the close of business on April 14, 2000 (the
"Record Date") as the record date for the determination of shareholders entitled
to notice of and to vote at the Meeting and any adjournment(s) thereof.
Shareholders of record of the Fund as of the record date will be entitled to one
vote for each share held, with no shares having cumulative voting rights. As of
April 14, 2000, the Fund had issued and outstanding ______________ shares of
common stock.
All properly executed proxies received prior to the Meeting will be
voted at the Meeting in accordance with the instructions thereon or otherwise as
provided therein. Unless instructions to the contrary are marked thereon,
proxies will be voted in favor of each of the proposals referred to on the form
of proxy, and in accordance with the discretion of the proxy holders on any
other matter that may properly come before the Meeting. Any shareholder giving a
proxy has the power to revoke it at any time before it is voted by delivering to
the Secretary of the Fund either an instrument revoking the proxy or a duly
executed proxy bearing a later date. Proxies may also be revoked by any
shareholder present at the Meeting who expresses a desire to vote his proxy in
person.
One-third of the Fund's outstanding shares on the Record Date
constitutes a quorum and must be present to transact business at the Meeting. If
a quorum is not present at the Meeting, or if sufficient votes to approve one or
more of the Proposals are not received, the meeting may be adjourned to permit
further solicitations of proxies upon an affirmative vote of a majority of those
shares represented at the Meeting in person or by proxy.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will not be
counted as shares present for purposes of determining whether a quorum is
present or for any other purpose.
General Information.
- -------------------
Set forth below is a summary of important information regarding the
management, administration and share ownership of the Fund. The proposals to be
voted upon are described after this summary information.
1
<PAGE>
Management. The Fund is managed by C&O Funds Advisor, Inc. (the
----------
"Manager"), subject to the oversight of the Fund's Board of Directors. The names
of and information concerning the Directors of the Fund are listed below under
the heading for Proposal 1. The principal executive officers of the Fund and
their principal occupations for at least the past five years are set forth
directly below. Unless otherwise noted, the address of each executive officer is
6200 The Corners Parkway, Suite 150, Norcross, Georgia 30092.
MICHAEL B. ORKIN, PRESIDENT* (See information below under Proposal 1).
TERESA DUNCAN, SECRETARY.* Ms. Duncan is 49 years old. Ms. Duncan has
been the Director of Operations and Administration of Caldwell & Orkin, Inc.
since March 1998. Ms. Duncan is also the Secretary of Caldwell & Orkin, Inc. and
C&O Funds Advisor, Inc. Ms. Duncan also assists in portfolio management in her
capacity as analyst/asset portfolio manager. Ms. Duncan holds a B.A. in
Economics and a B.S. in Accounting. Prior to joining Caldwell & Orkin, Inc., Ms.
Duncan was an Assistant Vice President and Branch Administrative Manager of
PaineWebber, Inc. in Atlanta, Georgia from 1991 through 1998. From 1988 to 1991,
Ms. Duncan was an Operations Manager and Branch Assistant with Piper Jaffray &
Hopwood in Salt Lake City, Utah. Ms. Duncan held various management positions
with the Bank of the Phillipine Islands prior to immigrating to the Untied
States.
RONALD E. BEDWELL, TREASURER.* Mr. Bedwell is 33 years old. Mr. Bedwell
has been the Controller of Caldwell & Orkin, Inc. since July 1998. Mr. Bedwell
is also Treasurer of Caldwell & Orkin, Inc. and C&O Funds Advisor, Inc. From
1997 until 1998, Mr. Bedwell was a senior accountant at Tait, Weller & Baker in
charge of the Caldwell & Orkin group. From 1996 until 1997, Mr. Bedwell was an
accounting supervisor in charge of thirty-six domestic and international mutual
funds for FPS Services, Inc. Prior to his work at FPS Services, Mr. Bedwell
worked for PFPC, Inc. where he began as a mutual fund accountant in 1993 and
later served as the investment accounting supervisor for nineteen mutual funds.
An "*" by an individual's name denotes an "interested person" of the
Fund as defined by the Investment Company Act of 1940, as amended (the "1940
Act").
Investment Adviser. C&O Funds Advisor, Inc. (the "Manager") is the
-------------------
investment adviser to the Fund and manages the Fund's investment portfolio on a
daily basis, subject to review by the Board. The Manager was formed in 1986 and
is a wholly-owned subsidiary of Caldwell & Orkin, Inc. ("C&O, Inc."). C&O, Inc.,
formed in 1982, presently provides investment advisory services to corporations,
individual investors, and other institutions, and has funds under management of
approximately $400 million. The Manager is an independent investment counsel
firm with its offices located at 6200 The Corners Parkway, Suite 150, Norcross,
Georgia 30092.
Michael B. Orkin, the sole owner of C&O, Inc., has been primarily
-----------------
responsible for the day-to-day management of the Fund's portfolio since August
24, 1992. Mr. Orkin is President and Chief Executive Officer of C&O, Inc.
Distributor. CW Funds Distributor, Inc. (the "Distributor") is the
-----------
principal underwriter of the Fund under a Distribution Agreement. The
Distribution Agreement obligates the Distributor to provide certain services to
the Fund in connection with the offering of the shares of the Fund. The
Distributor's principal office is located at 312 Walnut Street, 21st Floor,
Cincinnati, Ohio 45202.
Security Ownership. For information regarding the ownership of shares
-----------------
of the Fund by Fund management (Directors and executive officers) and persons
known to be record and beneficial owners of more than five percent (5%) of the
outstanding shares of common stock of the Fund as of March 31, 2000, please see
Exhibit A to this Proxy Statement.
SHAREHOLDERS MAY REQUEST COPIES OF THE FUND'S MOST RECENT ANNUAL AND
SEMI-ANNUAL REPORTS, INCLUDING FINANCIAL STATEMENTS, WITHOUT CHARGE, BY WRITING
TO THE CALDWELL & ORKIN MARKET OPPORTUNITY FUND, 6200 THE CORNERS PARKWAY, SUITE
150, NORCROSS, GEORGIA 30092, OR BY CALLING TOLL-FREE 1-800-237-7073.
2
<PAGE>
VOTE REQUIRED
Approval of Proposal 1 requires the affirmative vote of a plurality of
all the votes cast at the Meeting, provided that a quorum is present in person
or by proxy. Approval of Proposal 2 requires the affirmative vote of a "majority
of the outstanding voting securities" of the Fund, as defined under the 1940
Act. This means that Proposal 2 must be approved by (i) 67% or more of the
voting securities present at the Meeting, if the holders of more than 50% of the
outstanding voting securities of the Fund are present or represented by proxy,
or (ii) more than 50% of the Fund's outstanding voting securities of the Fund,
whichever is less. Approval of Proposal 3 requires the affirmative vote of a
majority of the votes present at the meeting, provided a quorum is present in
person or by proxy. Each outstanding share of the Fund is entitled to one vote
per share, and each outstanding fractional share thereof is entitled to a
proportionate fractional share of one vote.
PROPOSAL 1: To elect the Directors of the Fund
Listed below are the individuals that the Board has nominated for
election to the Board at the Meeting, each of whom has indicated willingness to
serve if elected.
The Fund's bylaws currently provide for six Directors for the Fund, and
at the Meeting six Directors will be elected to serve until their successors are
elected and qualified. The Fund had six directors until March 2, 2000, when Mr.
Eugene C. Caldwell, Director and co-founder of the Fund, retired from his
position on the Board after ten years of dedicated service. Accordingly,
shareholders are being asked at this Meeting to re-elect the five incumbent
directors and to elect Mr. Randall P. Martin, who has been nominated by the
Board as a new director.
The Board of Directors knows of no reason why any of these nominees
will be unable to serve, but in the event of any such unavailability, the
proxies received will be voted for such substitute nominee(s) as the Board of
Directors may recommend.
3
<PAGE>
Certain important information concerning the nominees is set forth
below:
<TABLE>
<CAPTION>
Director
Name, (Age) and Principal Occupation During Past Five Years Since
- ----------------------------------------------------------- -----
<S> <C>
MICHAEL B. ORKIN (40).* Mr. Orkin is the President and sole shareholder of Caldwell & Orkin, 1990
Inc., where he has been a portfolio manager since 1985. Mr. Orkin is also President of C&O Funds
Advisor, Inc., and was a Director of C&O Funds Distributor, Inc. from December, 1990 to December,
1998. He is President, Chief Executive Officer and Chairman of the Investment Policy committee.
Mr. Orkin was formerly an assistant portfolio manager with Pacific Equity Management, as well as
an analyst for both Oppenheimer Capital Corporation and Ned Davis Research. Mr. Orkin is a
Chartered Financial Analyst and a Chartered Investment Counselor. Mr. Orkin's address is 6200 The
Corners Parkway, Suite 150, Norcross, Georgia 30092.
FREDERICK T. BLUMER (41). Mr. Blumer is the President of Blumer International, P.C., a law firm 1990
specializing in corporate and international law. Prior to moving to Atlanta, Mr. Blumer was a
Foreign Legal Consultant with the Oh-Ebashi Law Office in Osaka, Japan from 1985-1987. Before
the formation of Blumer International, P.C., Mr. Blumer practiced law with the Atlanta law firm
of Hurt, Richardson, Garner, Todd and Cadenhead. He serves as corporate legal counsel and
advisor for both U.S. and foreign corporations. He speaks Japanese and French. Mr. Blumer's
address is 1172 W. Paces Ferry Road, NW, Atlanta, Georgia 30327.
DAVID L. EAGER (57). Mr. Eager is a partner with Eager Manager Advisory Services in Louisville, 1992
Kentucky, a practice of William M. Mercer, Inc., which provides consultation and research
services to the investment management industry. Previously, Mr. Eager was President and Managing
Director of Eager & Associates, which he co-founded in 1984. William M. Mercer, Inc. acquired
Eager & Associates in September 1998. Mr. Eager's address is 4500 Bowling Blvd., Louisville,
Kentucky 40207.
HENRY H. PORTER, JR. (65). Mr. Porter has been a private investor since January 1995. He is a 1990
director of SEI Corporation and is an officer and director of several private corporations. Mr.
Porter's address is 5806 River Knolls Drive, Louisville, Kentucky 40222.
ROBERT H. GREENBLATT (39). Mr. Greenblatt has been an officer, director and principal of Polaris 1996
Capital Management, Inc. since January 1995. Polaris Capital Management is an investment
management firm and registered investment company specializing in tactical asset allocation. Mr.
Greenblatt was formerly Vice President of Bankers Trust Global Investment Management in New York,
New York. Mr. Greenblatt's address is Polaris Capital Management, Inc., 60 East 42nd Street,
Suite 2023 New York, New York 10165.
RANDALL P. MARTIN (55). Since January 1993, Mr. Martin has been self-employed as an investment N/A
consultant. Formerly, Mr. Martin served for fifteen years in the management consulting practice
of KPMG Peat Marwick, where he was a partner for eight years. He has passed the Series 2, 7 and
65 securities exams and is registered with the States of Florida and Georgia as an investment
advisor. Mr. Martin holds a B.A. in Economics from Emory University in 1966 and a Ph.D. in
Business Administration from Georgia State University in 1970. Mr. Martin's address is Randall
P. Martin Investment Counsel, P.O. Box 52308, Atlanta, GA 30355.
</TABLE>
- ----------
* Interested person of the Company, as defined in the 1940 Act.
4
<PAGE>
Committees and Directors' Meetings. The Fund has no standing audit,
------------------------------------
nominating or compensation committees and no committee performing similar
functions.
Compensation of Directors.
-------------------------
COMPENSATION DURING FISCAL YEAR ENDED APRIL 30, 1999. During the Fund's
fiscal year ended April 30, 1999, the Board of Directors held five meetings. Mr.
Orkin, Mr. Blumer, Mr. Greenblatt and Mr. Porter attended all of the meetings,
and Mr. Eager attended three of the five meetings. During the fiscal year ended
April 30, 1999, Mr. Eager received $6,125, Mr. Porter and Mr. Greenblatt
received $6,375, and Mr. Blumer received $7,125.
CURRENT COMPENSATION POLICY. Effective February 24, 2000, the Board of
Directors increased the compensation paid to independent directors to become
more competitive with similar funds. Accordingly, on a going forward basis, the
Fund will pay each of its independent Directors a regular annual base fee of
$7,500, plus $2,250 for each Board meeting required to be attended by the
Directors in person under the 1940 Act, and $1,250 for each other Board meeting
attended. In addition, the Fund pays a fee of $250 per quarterly meeting to the
Director responsible for reviewing the Code of Ethics and Personal Trading
Reports for each quarterly meeting. The Fund also reimburses all Directors for
their out-of-pocket expenses incurred in connection with Board meetings.
FORM OF COMPENSATION. Effective June 1997, the Board agreed to receive
their compensation entirely in shares of the Fund. Accordingly, each Director
receives shares of the Fund with a value equal to the cash compensation they
would have otherwise received. For example, if a Director is to receive $3,125
($1,875 base fee plus $1,250 meeting fee) for attending a meeting, he receives
$3,125 in shares of the Fund, with the net asset value of such shares being that
which is next determined after the Board meeting is adjourned. Although
Directors would be subject to the 2% redemption fee if they redeem within six
months, there are no other restrictions as to their ability to redeem or
otherwise dispose of their shares.
Alternatively, Directors may elect to receive their compensation in
cash, provided that they have committed to promptly purchase shares of the Fund
for the amount of such compensation at the next determined net asset value after
their order is received.
REQUIRED VOTE. Approval of Proposal 1 requires the affirmative vote of
a plurality of all the votes cast at the Meeting, provided that a quorum is
present in person or by proxy.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
PROPOSAL 1.
PROPOSAL 2: Approval of the proposed amendment to the Fund's Investment
Restriction No. 5 to allow the Fund to invest in securities of
other investment companies to the extent allowed by the 1940
Act.
As required by the 1940 Act, the Fund has adopted certain fundamental
investment restrictions ("fundamental restrictions"), which are set forth in the
Fund's Statement of Additional Information. Fundamental restrictions may be
changed only with shareholder approval. Restrictions and policies that the Fund
has not specifically designated as fundamental are considered to be
"non-fundamental" and may be changed by the Board without shareholder approval.
The text and a summary description of the proposed change to the Fund's
fundamental restriction is set forth below, together with a summary of the text
of the corresponding current fundamental restriction.
If the Fund's shareholders approve Proposal 2 the proposed change to
the Fund's fundamental restriction will be adopted by the Fund. The Fund's
Statement of Additional Information will be revised to reflect the changes as
soon as practicable following the Meeting.
5
<PAGE>
Fundamental Restriction No. 5. The Fund currently has the following
-------------------------------
fundamental restriction:
"The Market Opportunity Fund may not:
* * *
5. Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition or reorganization."
* * *
The Board recommends that shareholders vote to replace the fundamental
restriction set forth above with the following fundamental restriction on the
purchase of securities of other investment companies:
"The Market Opportunity Fund may not:
* * *
5. Purchase securities of other investment companies, except as
permitted under the Investment Company Act of 1940, as amended."
* * *
The proposed revision to the Fund's fundamental restrictions is
intended to conform to the requirements of the 1940 Act. Currently, the Fund's
fundamental restriction, by prohibiting investments in other investment
companies, is more limiting than the restrictions on investing in other
investment companies imposed by the 1940 Act. If the proposed revision is
approved, it will permit the Fund to invest in other investment companies to the
extent permitted under the 1940 Act or pursuant to an exemption granted by the
SEC.
In general, the 1940 Act permits an investment company to acquire
securities of another investment company (the "acquired company") so long as,
immediately after such acquisition, the investment company and any compan(ies)
controlled by the investment company do not own in the aggregate: (i) More than
3% of the total outstanding voting stock of the acquired company; (ii)
Securities issued by the acquired company having an aggregate value in excess of
5% of the value of the total assets of the acquiring company; or (iii)
Securities issued by the acquired company and all other investment companies
(other than treasury stock of the acquiring company) having an aggregate value
in excess of 10% of the value of the total assets of the acquired company.
Moreover, investment companies that do not charge a sales load of more than
1.50% (including the Fund, which does not charge any sales load), may acquire
the securities of another investment company so long as, immediately after such
acquisition, not more than 3% of the total outstanding stock of the acquired
company is owned by the investment company and all affiliated persons of such
investment company.
The proposed revision to the Fund's fundamental restriction No. 5 would
provide greater flexibility in the management of the Fund. In the course of
implementing the Fund's investment strategy (among other things, its short
selling activities), large cash balances may be generated. The Board believes
that the increased flexibility of being able to invest in other investment
companies (including money market mutual funds) would result in more efficient
management of the Fund, including, without limitation, management of cash
balances. Although the purchase of the securities of another investment company
by the Fund may result in additional expense to the shareholders in the form of
the Fund's ratable share of the expenses of the other investment fund, the Board
believes that the benefits of increased flexibility in the management of the
Fund substantially outweighs these costs.
Required Vote. Approval of Proposal 2 requires the affirmative vote of
-------------
a "majority of the outstanding voting securities" of the Fund, which for this
purpose means the affirmative vote of the lesser of (i) 67% or more of the
shares of the Fund present at the Meeting or represented by proxy if more than
50% of the outstanding shares of the Fund are so present or represented, or (ii)
more than 50% of the outstanding shares of the Fund.
6
<PAGE>
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
PROPOSAL 2.
PROPOSAL 3: To ratify the selection of Tait, Weller & Baker as the
independent accountants of the Caldwell & Orkin Market
Opportunity Fund
The Board, including all of its independent Directors, has selected
Tait, Weller & Baker to continue to serve as independent accountants of the
Fund, subject to ratification by the Fund's shareholders. Tait, Weller & Baker
has no direct financial interest or material indirect financial interest in the
Fund. Representatives of Tait, Weller & Baker are not expected to attend the
Meeting, but have been given the opportunity to make a statement if they so
desire, and will be available should any matter arise requiring their presence.
The independent accountants examine annual financial statements for the
Fund and provide other audit and tax-related services. In recommending the
selection of Tait, Weller & Baker, the Board reviewed the nature and scope of
the services to be provided (including non-audit services) and whether the
performance of such services would affect the accountants' independence.
Required Vote. Approval of Proposal 3 requires the affirmative vote of
-------------
a majority of the votes present at the Meeting, provided that a quorum is
present.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
PROPOSAL 3.
ADDITIONAL INFORMATION
The expense of preparing, printing and mailing the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund may reimburse broker-dealers and others, if applicable, for their
reasonable expenses, if any, in forwarding proxy solicitation material to the
beneficial owners of the shares of the Fund.
In order to obtain the necessary quorum at the Meeting, supplementary
solicitation may be made by mail, electronic mail, telephone, telegraph or
personal interview by officers of the Fund and the Manager. It is anticipated
that the cost of supplementary solicitation, if any, will be minimal.
7
<PAGE>
Shareholder Proposals. As a Maryland corporation, the Fund does not
----------------------
intend to, and is not required to, hold annual meetings of shareholders except
under certain limited circumstances. Shareholders wishing to submit proposals
for inclusion in a proxy statement for a subsequent shareholders' meeting should
send their written proposals to the Secretary of the Fund, 6200 The Corners
Parkway, Suite 150, Norcross, Georgia 30092. Shareholder proposals submitted for
inclusion in a proxy statement and form of proxy for the Fund's next annual
meeting (or special meeting in lieu thereof) must be submitted within a
reasonable time before the Fund begins to print and mail its proxy materials.
Notice of a shareholder proposal submitted outside the processes of SEC Rule
14a-8 will be considered untimely if not received within a reasonable time
before the Fund mails its proxy materials for the current year.
By Order of the Directors,
---------------------------
Teresa Duncan
Secretary
<PAGE>
Exhibit A
<TABLE>
<CAPTION>
Security Ownership by Certain Beneficial Owners (as of March 31, 2000)
----------------------------------------------------------------------
Name and Address of Beneficial Owner Number of Shares Percent of Fund
- ------------------------------------ ---------------- ---------------
<S> <C> <C>
Charles Schwab & Co., Inc. 2,972,338.096 26.97%
Special Custody A/C FBO Customers
101 Montgomery Street
San Francisco, CA 94104
National Investor Services 646,591.830 5.87%
Corporation/FBO Customers
5 Water Street
New York, NY 10041
Security Ownership of Management (as of March 31, 2000).
--------------------------------------------------------
Name and Address of Beneficial Owner Number of Shares Percent of Fund
- ------------------------------------ ---------------- ---------------
Michael B. Orkin, Director, Chairman, President 195,905.078 1.78%
6200 The Corners Parkway, Suite 150
Norcross, Georgia 30092
Frederick T. Blumer, Director 10,003.986 0.09%
1172 W. Paces Ferry Road, NW
Atlanta, Georgia 30327
David L. Eager, Director 15,586.547 0.14%
4500 Bowling Blvd.
Louisville, Kentucky 40207
Henry H. Porter, Jr., Director 58,153.492 0.53%
5806 River Knolls Drive
Louisville, Kentucky 40222
Robert H. Greenblatt, Director 5,165.637 0.05%
Polaris Capital Management, Inc.
60 East 42nd Street, Suite 2023
New York, New York 10165
Randall P. Martin, Director Nominee 4,068.563 0.04%
Randall P. Martin Investment Counsel
P.O. Box 52308
Atlanta, GA 30355
8
<PAGE>
Name and Address of Beneficial Owner Number of Shares Percent of Fund
- ------------------------------------ ---------------- ---------------
Teresa Duncan, Secretary 192.346 *
6200 The Corners Parkway, Suite 150
Norcross, Georgia 30092
Ronald E. Bedwell, Treasurer 0 *
6200 The Corners Parkway, Suite 150
Norcross, Georgia 30092
- ----------
* Less than 0.01%
</TABLE>
