PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Diaz-Verson Funds Inc.
- - - ---------------------- --------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - - -------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-(6)(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
- - - -----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - - -----------------------------------------------------------------
(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):
- - - -----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - - -----------------------------------------------------------------<PAGE>
(5) Total fee paid:
- - - -----------------------------------------------------------------
[ ] 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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(4) Date filed:
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<PAGE>
THE DIAZ-VERSON FUNDS INC.
1200 Brookstone Centre Parkway, Suite 105
Columbus, Georgia 31904
(706) 660-1150
October __, 1996
Dear Shareholder:
The Board of Directors has unanimously approved a Plan of
Liquidation for The Diaz-Verson Funds Inc. The enclosed Notice of
a Special Meeting of Shareholders and Proxy Statement describe
these matters in detail and establish a Special Meeting of the
shareholders to obtain your approval.
The Fund currently has approximately $6,044,322 in net assets.
Due to changes in the manner in which mutual fund shares are sold,
the investment adviser and Directors have concluded that in order
to increase the Fund's size, marketing expenses would have to
increase dramatically. After exploring several alternatives, the
investment adviser and Directors have determined that a complete
liquidation is in the best interests of the Fund and its
shareholders.
WE STRONGLY URGE YOU TO APPROVE THIS PLAN OF LIQUIDATION
AT THIS TIME. Subject to your approval, shareholders remaining in
the Fund will receive a cash distribution at the end of the
Liquidation Period as described in the Proxy Statement.
After reading the enclosed material, please complete, sign and
return the enclosed proxy card so that your shares will be
represented at the meeting and so that the Fund can avoid the
expense of additional mailings. You may revoke your proxy at any
time and/or vote your shares in person. YOUR VOTE IS EXTREMELY
IMPORTANT.
If you desire additional information concerning this proposal,
please call us at 1-800-343-5133.
We appreciate and thank you for your support.
Sincerely,
Salvador Diaz-Verson, Jr.
President
<PAGE>
THE DIAZ-VERSON FUNDS INC.
1200 Brookstone Centre Parkway, Suite 105
Columbus, Georgia 31904
(706) 660-1150
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 22, 1996
A Special Meeting (the "Special Meeting") of shareholders of The
Diaz-Verson Funds Inc. (the "Fund"), will be held on November 22,
1996 at 10:00 A.M. (Eastern time) at the offices of Diaz-Verson
Capital Investments, Inc., 1200 Brookstone Centre Parkway, Suite
105, Columbus, Georgia. The following proposals will be acted upon
at that time:
1. To approve the liquidation of the assets and dissolution
of the Fund pursuant to the provisions of a Plan of Liquidation
approved by the Fund's Board of Directors; and
2. To transact such other business as may properly come
before the meeting or any adjournments thereof.
Shareholders of record at the close of business on October 1,
1996 are entitled to notice of and to vote at the Special Meeting
or any adjournments thereof.
By Order of the Board of Directors
Michael K. Majure
Secretary
October __, 1996
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-
UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE
ENCLOSED PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING,
PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT
THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
<PAGE>
THE DIAZ-VERSON FUNDS INC.
1200 Brookstone Centre Parkway, Suite 105
Columbus, Georgia 31904
(706) 660-1150
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of The
Diaz-Verson Funds Inc. (the "Fund"). Proxies will be voted at the
special meeting of shareholders to be held on November 22, 1996 and
at any adjournments thereof (the "Special Meeting").
This Proxy Statement describes matters to be voted on at the
Special Meeting. This solicitation is made primarily by the
mailing of this Proxy Statement and the accompanying proxy card on
or about October ___, 1996. The expenses in connection with
preparing this Proxy Statement and all solicitations will be borne
by the Fund to the extent permitted by applicable law.
Copies of the Fund's most recent Semi-Annual Report for the
six months ended June 30, 1996, which includes unaudited financial
statements, and the Fund's Annual Report for the year ended
December 31, 1995, which includes audited financial statements,
have heretofore been mailed to each of the shareholders of the
Fund. The Fund will furnish without charge additional copies of
its Semi-Annual Report and Annual Report to any shareholders who
request them by calling 1-800-343-5133. These reports do not form
any part of the proxy solicitation material.
A majority of the outstanding shares of the Fund must be
present (in person or by proxy) in order to conduct business at the
Special Meeting. The vote of shareholders holding two-thirds of
the outstanding voting securities of the Fund is required for
approval of the liquidation of the assets and dissolution of the
Fund pursuant to the provisions of the Plan of Liquidation (Exhibit
A).
Shareholders of record at the close of business on October 1,
1996 (the "Record Date") are entitled to vote at the Special
Meeting. As of the Record Date, there were 591,421 shares of the
Fund's common stock outstanding (the "Shares"). As of that date,
the following persons owned beneficially more than 5% of the
Shares:
SHAREHOLDER SHARES PERCENTAGE
Diaz-Verson Capital Investments, Inc.326,903 55.27%
1200 Brookstone Centre Parkway
Columbus, GA 31904-2954
Salvador Diaz-Verson & John 54,484 9.21%
Shelby Amos Cottee
U/W/O John B. Amos
1200 Brookstone Centre Parkway
Columbus, GA 31904-2954
Robert A. Patillo 57,699 9.76%
1990 Lakeside Parkway
Suite 150
Tucker, GA 30084-5868
Shareholders are entitled to one vote for each full Share and
a proportionate vote for each fractional Share held as of the
Record Date. The proxies named on the enclosed proxy card will
vote in accordance with the shareholder's direction as indicated on
his or her properly executed proxy card. If the card is executed
and returned, but if you give no voting instructions, your shares
will be voted in favor of the proposals described in this proxy
statement.
If a quorum is not present at the Special Meeting, or if a
quorum is present but sufficient votes to approve the Plan of
Liquidation are not received, the persons named as proxies may
propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies. In determining whether to adjourn
the Special Meeting, the following factors may be considered: the
nature of the proposal that is the subject of the Special Meeting,
the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to the
reasons for the solicitation. Any adjournment will require the
affirmative vote of a majority of those Shares represented at the
Special Meeting in person or by proxy. The persons named as
proxies will vote for or against an adjournment based on their
determination of what is in the best interests of the shareholders,
taking into consideration the factors discussed above.
If a proxy represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person
entitled to vote shares of the Fund on a particular matter with
respect to which the broker or nominee does have discretionary
power) or is marked with an abstention (collectively,
"abstentions"), the Fund's Shares represented thereby will be
considered to be present at the meeting for purposes of determining
the existence of a quorum for the transaction of business.
Abstentions, however, will have the effect of a "no" vote for the
purpose of obtaining requisite approval for Proposal 1 and any
other proposal that may come before the Special Meeting.
Proxy solicitations will be made primarily by mail, but may
also be made by telephone, telegraph, facsimile or personal
interview conducted by certain officers or employees of the Fund
or, if necessary, a solicitation firm retained for that purpose.
The duly appointed proxies or authorized persons may, at their
discretion, vote upon such other matters as may properly come
before the Special Meeting. Shareholders may revoke their proxies
by executing another proxy, by giving written notice of such
revocation to the Fund, or by attending the Special Meeting and
voting in person. The Fund's administrator is Furman Selz LLC,
230 Park Avenue, New York, New York 10169. It is not expected
that the Fund's independent auditors, KPMG Peat Marwick,
345 Park Avenue, New York, New York 10154, will be present at
the Special Meeting.
PROPOSAL 1
PROPOSAL TO LIQUIDATE THE ASSETS
AND DISSOLVE THE FUND PURSUANT
TO THE PROVISIONS OF THE PLAN
OF LIQUIDATION
THE LIQUIDATION IN GENERAL
The Fund proposes to liquidate the assets and dissolve the
Fund pursuant to the provisions of a Plan of Liquidation (the
"Plan") as approved by the Fund's Board of Directors on September
30, 1996. The Plan provides for the complete liquidation of all of
the assets of the Fund. The Directors determined that (i) in order
to anticipate and meet redemption requests by shareholders prior to
the Special Meeting, and (ii) to decrease the probability of having
to sell portfolio securities at unfavorable prices, the Adviser may
begin to liquidate the Fund's assets as it deems appropriate and in
the best interests of the shareholders of the Fund. If the Plan is
approved, the Adviser will undertake to liquidate the remainder of
the Fund's assets at market prices and on such terms and conditions
as the Adviser shall determine to be reasonable and in the best
interests of the Fund and its shareholders. In the event the Plan
is not adopted, the Directors will consider what action, if any,
should be taken, including the indefinite suspension of future
sales of Fund shares. A copy of the form of the Plan is attached
to this Proxy Statement as Exhibit A.
REASONS FOR THE LIQUIDATION
The Fund is an open-end, diversified management investment
company organized as a Maryland corporation on November 18, 1992.
At present, all the outstanding shares of the Fund consist of shares
of the Fund's sole portfolio, Diaz-Verson Americas Equity Fund.
Therefore, where the context applies, references herein to the
Fund, its shares or portfolio securities refer to Diaz-Verson
Americas Equity Fund, its shares and portfolio securities. In a
meeting held on September 30, 1996, the Fund's Board of Directors,
including all of the Directors who are not "interested persons" of
the Fund (as that term is defined in the 1940 Act), unanimously
adopted a resolution declaring the proposed liquidation and
dissolution of the Fund advisable and directed that it be submitted
to the shareholders for consideration. Several factors, including
those described below, influenced the Directors' determination that
the Fund be liquidated and terminated.
The Directors have been advised by the Adviser that the
continued operation of the Fund at its current size is not
economically feasible. The Adviser has informed the Directors that
it has reviewed the following possible alternatives for the Fund:
(i) continuation of the Fund with increased efforts to sell
additional Shares of the Fund thereby increasing the Fund's assets;
(ii) merger or sale of the Fund into another investment company;
and (iii) conversion of the Fund into another type of investment
vehicle. The Adviser reported to the Directors that it considered
the viability of each alternative and had concluded that a prompt
liquidation of the Fund is the only viable alternative consistent
with the best interests of the shareholders, even though
liquidation of the Fund would be a taxable transaction for
shareholders. SEE "FEDERAL INCOME TAX CONSEQUENCES" INCLUDING A
DISCUSSION OF CERTAIN TAX-DEFERRED ACCOUNTS BELOW. The Adviser was
not confident that any marketing efforts under current
circumstances would increase the Fund's size sufficiently to
continue its operations. The Adviser reported that it found the
merger or sale of the Fund into another investment company not to
be a realistic alternative due to the relatively small amount of
assets under management and the fact that the Adviser could not
assure any potential merging or acquiring fund that the Fund's
assets would remain in the Fund. Similarly, conversion of the Fund
into another type of investment entity such as a limited
partnership was found not to be practicable.
The Adviser requested that the Board of Directors consider the
liquidation of the Fund pursuant to the Plan. Based upon the
Adviser's presentation and recommendation, the Board of Directors
concluded that a liquidation of the Fund under the Plan is in the
best interests of the Fund and its shareholders. Upon the
liquidation, shareholders will receive a taxable cash distribution.
See "Federal Income Tax Consequences" below.
PLAN OF LIQUIDATION OF THE FUND
The Plan provides for the complete liquidation of all of the
assets of the Fund. If the Plan is approved, the Adviser will
undertake to liquidate the remainder of the Fund's assets at market
prices and on such terms and conditions as the Adviser shall
determine to be reasonable and in the best interests of the Fund
and its shareholders. In no event will any of the portfolio
securities owned by the Fund be sold at a price which is less than
the best price obtainable at the time of sale in the markets where
the Fund's securities are traded.
Liquidation Value
Subject to the approval of the Plan, the Fund's shareholders
will each receive a distribution in an amount equal to the net
asset value per share, as determined in accordance with the Fund's
current Prospectus, as soon as practicable after the consummation
of the sale of all of the Fund's portfolio securities and the
payment or accrual of all the Fund's known liabilities and
obligations (a "Liquidation Distribution"). The Fund shall pay,
discharge, or otherwise provide for the discharge of any and all
liabilities prior to the Liquidation Date. However, if the Fund is
unable to discharge all its liabilities prior to the Liquidation
Date as defined in paragraph 6 of the Plan, it may retain cash or
cash equivalents in an amount believed necessary to discharge such
liabilities. Unpaid liabilities may include income dividends and
capital gain distributions. None of the shareholders of the Fund
will be entitled to exercise any dissenter's rights or appraisal
rights with respect to the liquidation or dissolution of the Fund.
Shareholders will receive the per share net asset value at the
Liquidation Date.
Liquidation Distributions
At present, the date or dates on which the Fund will pay
Liquidation Distributions to its shareholders and on which the Fund
will be liquidated are not known to the Fund, but it is anticipated
that if shareholders adopt the Plan, the liquidation would occur on
or prior to December 31, 1996. Shareholders will receive their
respective Liquidation Distributions without any further action on
their part.
THE RIGHT OF A SHAREHOLDER TO REDEEM HIS OR HER SHARES AT
ANY TIME HAS NOT BEEN IMPAIRED AND WILL NOT BE IMPAIRED BY THE
ADOPTION OF THE PLAN. THEREFORE, A SHAREHOLDER MAY REDEEM
SHARES IN ACCORDANCE WITH REDEMPTION PROCEDURES SET FORTH IN
THE FUND'S CURRENT PROSPECTUS WITHOUT THE NECESSITY OF WAITING
FOR THE FUND TO TAKE ANY ACTION.
Federal Income Tax Consequences
The Fund will not incur any federal income tax liability as a
result of the liquidation.
For federal income tax purposes, a shareholder's receipt of
the Liquidation Distribution will be a taxable event and will be
treated as a sale of the shareholder's Shares in exchange for the
Liquidation Distribution. Each shareholder will recognize gain or
loss in an amount equal to the difference between the Liquidation
Distribution he or she receives and the adjusted tax basis of his
or her Shares. Assuming the shareholder holds his or her Shares as
a capital asset, the gain or loss generally will be treated as a
capital gain or loss. If the Shares have been held for more than
one year, the gain or loss will constitute a long-term capital gain
or loss; otherwise, the gain or loss will constitute a short-term
capital gain or loss. Shareholders will be notified of their
respective shares of ordinary and capital gain dividends for the
Fund's final fiscal year in normal tax-reporting fashion; amounts
included in income as dividends will increase a shareholder's
adjusted bases in his or her Shares for purposes of computing his
or her gain or loss on the receipt of the Liquidation Distribution.
The receipt of a Liquidation Distribution by an Individual
Retirement Account Plan ("IRA") which holds shares would generally
not be viewed as a taxable event to the beneficiary. However, some
IRAs which hold shares may have been established with custodians
who do not possess the power to reinvest the Liquidation
Distribution but instead must immediately distribute such amounts
to the IRA beneficiary. In this situation, the amount received by
the beneficiary will constitute a taxable distribution; and if the
beneficiary has not attained 59 1/2 years of age, such distribution
will generally constitute a premature distribution subject to a 10%
penalty tax. This penalty tax is in addition to the beneficiary's
regular income tax. Beneficiaries who receive a distribution from
their IRAs on account of the liquidation may be able to avoid the
above-described taxes and characterize the receipt of the
liquidation distribution as a tax-free distribution if, within 60
days of receipt of the Liquidation Distribution, it is "rolled
over" into a new IRA or into an otherwise eligible retirement plan
and the shareholder has not engaged in a rollover from this IRA to
another IRA or otherwise eligible retirement plan during the one
year period ending on the day of receipt of the Liquidation
Distribution. Such a rollover will not generate a deduction for
the current year; however, distributions are subject to mandatory
withholding of 20% on distributions from qualified retirement plans
that are eligible for rollover but are not directly transferred
from the distributing plan to an eligible transferee plan. IRA
shareholders who do not wish to roll over their Liquidation
Distribution, or who have received a partial rollover of their IRAs
during the one-year period ending on the day of receipt of the
distribution, may contact the Fund's custodian or the Adviser to
make other arrangements for the transfer of their IRAs. Tax
results will vary depending upon the status of each beneficiary,
and therefore beneficiaries who receive distributions from an IRA
on account of the liquidation of the Fund must consult with their
own tax advisers regarding their personal tax results in this
matter.
The information above is only a summary of some of the federal
income tax consequences generally affecting the Fund and its
individual U.S. shareholders resulting from the liquidation of the
Fund. This summary does not address the particular federal income
tax consequences applicable to shareholders other than U.S.
individuals nor does it address state or local tax consequences.
The tax consequences of the liquidation may affect shareholders
differently depending upon their particular tax situations and,
accordingly, this summary is not a substitute for careful tax
planning on an individual basis.
SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS TO
DETERMINE THE FEDERAL, STATE AND OTHER INCOME TAX
CONSEQUENCES OF RECEIVING THE LIQUIDATION DISTRIBUTION WITH
RESPECT TO THEIR PARTICULAR TAX CIRCUMSTANCES.
THE DIRECTORS RECOMMEND VOTING "FOR" THE ABOVE PROPOSAL.
IN THE EVENT THE PLAN IS NOT ADOPTED, THE DIRECTORS WILL
CONSIDER WHAT ACTION, IF ANY, SHOULD BE TAKEN.
OTHER BUSINESS
The Fund's management knows of no other business to be
presented at the Special Meeting other than the matters set forth
in this Proxy Statement. If any other business properly comes
before the Special Meeting, the person appointed pursuant to the
proxies will exercise their best judgment in deciding how to vote
on such matters.
SHAREHOLDER PROPOSALS
Proposals that shareholders of the Fund intend to present for
inclusion in the proxy materials with respect to an annual meeting
of shareholders must be received by the Fund within a reasonable
period of time before the solicitation is made. A shareholder
proposal intended to be presented at any meeting hereafter called
should be sent to the Fund at 1200 Brookstone Centre Parkway, Suite
105, Columbus, Georgia 31904. The submission by a shareholder of
a proposal for inclusion in a proxy statement does not guarantee
that it will be included. Shareholder proposals are subject to
certain regulations under federal securities laws.
PLEASE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED SELF-ADDRESSED POSTAGE-PAID ENVELOPE.
YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE SPECIAL
MEETING BY WRITTEN NOTICE TO THE FUND OR BY SUBMITTING A PROXY
CARD BEARING A LATER DATE.
October __, 1996
BY ORDER OF THE BOARD OF DIRECTORS
OF THE DIAZ-VERSON FUNDS INC.
Michael K. Majure
Secretary
<PAGE>
EXHIBIT A
PLAN OF LIQUIDATION
THIS PLAN OF LIQUIDATION (the "Plan") is adopted by The Diaz-Verson
Funds Inc., a Maryland corporation (the "Fund").
W I T N E S S E T H:
________________________________
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), all the outstanding shares of which consist of
shares of the Fund's sole portfolio, Diaz-Verson Americas Equity
Fund; and
WHEREAS, this Plan is intended to be and is adopted as a plan of
liquidation of the Fund, on the terms and conditions set forth
below; and
WHEREAS, the Board of Directors of the Fund, including a majority
of the directors who are not interested persons (as defined by the
1940 Act), has determined that this Plan is in the best interests
of the shareholders of the Fund.
NOW THEREFORE, the Board of Directors of the Fund hereby adopts the
following:
1. CONDITIONS PRECEDENT. This Plan is approved subject to the
following conditions:
a. The Plan shall be approved by two-thirds of the holders
of the outstanding voting securities of the Fund at a
special meeting of the shareholders called for the
purpose of approving the Plan.
b. A Proxy Statement describing the Plan and the proposed
liquidation shall be prepared and submitted to the
Securities and Exchange Commission (the "Commission") and
when authorized by the Commission, shall be delivered to
each shareholder of record of the Fund for the purpose of
soliciting proxies for the approval of the Plan.
c. All necessary approvals and authorizations from the
Commission, or any other regulatory authority having
jurisdiction over the transactions contemplated by the
Plan, shall be obtained.
d. At or immediately prior to the Liquidation Date (as
defined in paragraph 6), the Fund shall, if necessary,
have declared and paid a dividend or dividends which,
together with all previous such dividends, shall have the
effect of distributing to the shareholders of the Fund
all of the Fund's investment company taxable income for
taxable years ending at or prior to the Liquidation Date
(computed without regard to any deduction for dividends
paid) and all of its net capital gain, if any, realized
in taxable years ending at or prior to the Liquidation
Date (after reduction for any capital loss
carry-forward).
2. TERMINATION OF BUSINESS OPERATIONS. On the date on which
shareholders approve the Plan (the "Effective Date"), the Fund
shall cease to conduct business except as is required to carry
out the terms of the Plan and to accept redemption requests.
3. NOTICE OF LIQUIDATION. As soon as practicable after the
Effective Date, the Fund shall mail notice to all its
creditors and employees that the Plan has been approved by the
Board of Directors and the shareholders and that it will
be liquidating its assets. Such notice will comply with the
requirements of any state laws mandating notice of liquidation
such as that contemplated by the Plan.
4. SALE OR DISTRIBUTION OF ASSETS. As soon as practicable after
the Effective Date, but in no event later than December 31,
1996 (the "Liquidation Period"), the Fund shall have the
authority to engage in such transactions as may be appropriate
to its dissolution and liquidation, including, without
limitation, the consummation of the transactions described in
the Proxy Statement.
5. LIABILITIES. During the Liquidation Period, the Fund shall
pay, discharge, or otherwise provide for the payment or
discharge of, any and all liabilities and obligations of the
Fund. If the Fund is unable to pay, discharge, or otherwise
provide for any liabilities of the Fund during the Liquidation
Period, the Fund may, however, retain cash, or cash quivalents
in an amount which it estimates is necessary to discharge any
unpaid liabilities of the Fund on the Fund's books as of the
Liquidation Date (as defined in paragraph 6). Any liabilities
that arise after the Liquidation Date will be paid by
Diaz-Verson Capital Investments, Inc. (the "Adviser") or
appropriate parties. Unpaid liabilities may include but not
be limited to, income dividends and capital gains
distributions, if any, payable for the period prior to the
Liquidation Date.
6. DISTRIBUTION TO SHAREHOLDERS. Upon termination of the
Liquidation Period (the "Liquidation Date"), the Fund shall
distribute pro rata to its shareholders of record as of the
close of business on the Liquidation Date all of the remaining
assets of the Fund, except those reserved as authorized by
paragraph 5 of this Plan, in complete cancellation and
redemption of all the outstanding shares of common stock of
the Fund.
7. AMENDMENT OR TERMINATION. This Plan and the transactions
contemplated hereby may be terminated and abandoned by the
resolution of the Board of Directors of the Fund, at any time
prior to the Liquidation Date, if circumstances should develop
that, in the opinion of the Board, in its sole discretion,
make proceeding with this Plan inadvisable for the Fund. The
Board of Directors may modify or amend this Plan at any time
without shareholder approval if it determines that such action
would be advisable and in the best interests of the Fund and
the shareholders. However, if the Board determines that any
such amendment or modification will materially and adversely
affect the interests of the shareholders, such an amendment or
modification will not be adopted unless approved by the
shareholders.
8. FILINGS. As soon as practicable after the Liquidation Date,
the Fund shall file such instruments of dissolution, Articles
of Amendment, Articles Supplementary or other documents, as
are necessary to effect the dissolution of the Fund in
accordance with the requirements of the Articles of
Incorporation of the Fund, the Maryland Business Corporation
Law, the Internal Revenue Code of 1986, as amended, any
applicable securities laws, and any rules and regulations of
the Commission or any state securities commission, including,
without limitation, withdrawing any qualification to conduct
business in any state in which the Fund is so qualified, as
well as the preparation and filing of any tax returns.
9. POWERS OF BOARD AND OFFICERS. The Board and the officers of
the Fund are authorized to approve such changes to the terms
of any of the transactions referred to herein, to interpret
any of the provisions of this Plan, and to make, execute, and
deliver such other agreements, conveyances, assignments,
transfers, certificates and other documents and take such
other action as the Board and the officers of the Fund deem
necessary or desirable to carry out the terms of this Plan and
to complete the liquidation of the assets of the Fund in
accordance with this Plan and any applicable laws, rules or
regulations.
10. EXPENSES. The expenses of carrying out the terms of this Plan
shall be borne by the Fund, whether or not the liquidation
contemplated by the Plan is effected.
11. FURTHER ASSURANCES. The Fund shall take such further action,
prior to, at, and after the Liquidation Date, as may be
necessary or desirable and proper to consummate the
transactions contemplated by this Plan.
12. GOVERNING LAW. This Plan shall be governed and construed in
accordance with the laws of Maryland.
IN WITNESS WHEREOF, the Board of Directors of the Fund has caused
this Plan to be executed by their duly authorized representative
as of this 30th day of September, 1996.
THE DIAZ-VERSON FUNDS INC.
By: /s/ Salvador Diaz-Verson, Jr.
Salvador Diaz-Verson, Jr.
President
<PAGE>
THE DIAZ-VERSON FUNDS INC.
SPECIAL MEETING OF SHAREHOLDERS -- November 22, 1996
Please refer to the Proxy Statement for a discussion of these
matters. THE UNDERSIGNED HOLDER(S) OF SHARES OF STOCK OF THE
DIAZ-VERSON FUNDS INC. HEREBY CONSTITUTES AND APPOINTS SALVADOR
DIAZ-VERSON, JR. AND MICHAEL K. MAJURE, OR EITHER OF THEM, THE
ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH FULL POWER OF
SUBSTITUTION, TO VOTE THE SHARES LISTED BELOW AS DIRECTED, AND
HEREBY REVOKES ANY PRIOR PROXIES. To vote, mark an X in blue or
black ink on the proxy card below. THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS OF THE DIAZ-VERSON FUNDS INC.
Vote on Proposal to approve the liquidation of the assets and
dissolution of The Diaz-Verson Funds Inc. (the "Fund") pursuant to
the provisions of a Plan of Liquidation approved by the Fund's
Board of Directors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
<PAGE>
THE DIAZ-VERSON FUNDS INC.
PROXY
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR APPROVAL OF EACH
PROPOSAL.
Please sign exactly as name appears on this card. When account is
joint tenants, all should sign. When signing as administrator,
trustee or guardian, please give title. If a corporation or
partnership, sign in entity's name and by authorized person.
x
- - - ------------------------------------------------------------------
- - - ------------------------------------------------------------------
- - - ------------------------------------------------------------------
x
- - - ------------------------------------------------------------------
- - - ------------------------------------------------------------------
Dated:____________________________________________________________
,
1996
<PAGE>
<TABLE> <S> <C>
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<CIK> 0000894191
<NAME> DIAZ-VERSON AMERICAS EQUITY FUND
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<S> <C>
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<FISCAL-YEAR-END> DEC-31-1995
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