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COMMONWEALTH ASSOCIATES GROWTH FUND, INC.
733 Third Avenue
New York, New York 10017
September 27, 1994
Dear Fellow Stockholders:
You are cordially invited to attend our Annual Meeting
of Stockholders which will be held on Monday, October 24, 1994 at
1:00 P.M. at the offices of Tenzer, Greenblatt, Fallon & Kaplan,
405 Lexington Avenue, 14th Floor, New York, New York 10174.
The Notice of Annual Meeting and Proxy Statement which
follow describe the business to be conducted at the meeting.
Whether or not you plan to attend the meeting in
person, it is important that your shares be represented and
voted. After reading the enclosed Notice of Annual Meeting and
Proxy Statement, may I urge you to complete, sign, date and
return your proxy card in the envelope provided. If the address
on the accompanying material is incorrect, please advise our
Transfer Agent, Continental Stock Transfer & Trust Company, in
writing, at Two Broadway, New York, New York 10004.
Your vote is very important, and we will appreciate a
prompt return of your signed proxy card. We hope to see you at
the meeting.
Cordially,
Michael S. Falk
Chairman of the Board
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COMMONWEALTH ASSOCIATES GROWTH FUND, INC.
733 Third Avenue
New York, New York 10017
____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 24, 1994
____________________
To the Stockholders of COMMONWEALTH ASSOCIATES GROWTH FUND, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Commonwealth Associates Growth Fund, Inc. (the
"Company") will be held on Monday, October 24, 1994, at 1:00
P.M., local time, at the offices of Tenzer, Greenblatt, Fallon &
Kaplan, 14th Floor, 405 Lexington Avenue, New York, New York
10174, for the following purposes:
1. To elect two (2) Class I directors to hold office
until the 1995 Annual Meeting of Stockholders; two (2) Class II
directors to hold office until the 1996 Annual Meeting of
Stockholders; and one (1) Class III director to hold office until
the 1997 Annual Meeting of Stockholders and, in each case, until
their respective successors have been duly elected and qualified;
2. To amend the Company's Articles of Amendment and
Restatement to change the Company's name to "The MicroCap Growth
Fund, Inc."
3. To transact such other business as may properly
come before the meeting or any adjournment or adjournments
thereof.
Only stockholders of record at the close of business on
September 22, 1994 are entitled to notice of and to vote at the
Annual Meeting or any adjournments thereof.
- ----------------------------------------------------------------
IF YOU EXPECT TO BE PRESENT AT THE MEETING:
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN
THE ENVELOPE PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES. THE PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO EXERCISE, AND IF YOU ARE PRESENT AT THE MEETING YOU
MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND EXERCISE THE
RIGHT TO VOTE YOUR SHARES PERSONALLY.
- -----------------------------------------------------------------
By Order of the Board of Directors,
Michael S. Falk
Chairman of the Board
September 27, 1994
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PROXY STATEMENT
COMMONWEALTH ASSOCIATES GROWTH FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 24, 1994
This proxy statement is furnished in connection with
the solicitation of proxies by the Board of Directors of
COMMONWEALTH ASSOCIATES GROWTH FUND, INC. (the "Company") for use
at the Annual Meeting of Stockholders to be held on Monday,
October 24, 1994, including any adjournment or adjournments
thereof, for the purposes set forth in the accompanying Notice of
Meeting.
Management intends to mail this proxy statement and the
accompanying form of proxy to stockholders on or about
September 27, 1994.
The costs of soliciting proxies will be borne by the
Company. It is estimated that these costs will be nominal.
Proxies in the accompanying form, duly executed and
returned to the management of the Company and not revoked, will
be voted at the Annual Meeting. Any proxy given pursuant to such
solicitation may be revoked by the stockholder at any time prior
to the voting of the proxy by a subsequently dated proxy, by
written notification to the Secretary of the Company, or by
personally withdrawing the proxy at the meeting and voting in
person.
The address and telephone number of the principal
executive offices of the Company are:
733 Third Avenue
New York, New York 10017
Telephone No.: (800) 888-6534
OUTSTANDING STOCK AND VOTING RIGHTS
Only stockholders of record at the close of business on
September 22, 1994 (the "Record Date") are entitled to notice of
and to vote at the Annual Meeting. As of the Record Date, there
were issued and outstanding 2,204,000 shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), the
Company's only class of voting securities. Each share entitles
the holder to one vote on each matter submitted to a vote at the
Annual Meeting.
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VOTING PROCEDURES
The directors will be elected by the affirmative vote
of a plurality of the shares of Common Stock, present in person
or represented by proxy at the Annual Meeting, provided a quorum
exists. A quorum is present if, as of the Record Date, at least
a majority of the outstanding shares of Common Stock are present
in person or represented by proxy at the Annual Meeting. The
proposal to amend the Company's Articles of Amendment and
Restatement to change the Company's name to "The MicroCap Growth
Fund, Inc." will require a favorable vote of a majority of all of
the shares entitled to vote at the Annual Meeting for approval
and adoption. All other matters at the meeting will be decided
by the affirmative vote of the holders of a majority of the
shares of Common Stock cast with respect thereto, provided a
quorum exists. In accordance with Maryland law, abstentions and
"broker non-votes" (i.e. proxies from brokers or nominees
indicating that such persons have not received instructions from
the beneficial owner or other persons entitled to vote shares as
to a matter with respect to which the brokers or nominees do not
have discretionary power to vote) will be treated as present for
purposes of determining the presence of a quorum. For purposes
of determining approval of a matter presented at the meeting,
abstentions will be deemed present and entitled to vote and will,
therefore, have the same effect as a vote "against" a matter
presented at the meeting. With respect to the proposal to amend
the Company's name to "The MicroCap Growth Fund, Inc.," and any
other matters which may come before the meeting requiring the
vote of a particular percentage of the outstanding shares
entitled to vote on such matter, broker non-votes will have the
same effect as a vote "against" such proposal. With respect to
all other matters to come before the meeting, broker non-votes
will be deemed not entitled to vote on the subject matter as to
which the non-vote is indicated and will, therefore, have no
legal effect on the vote on that particular matter.
The enclosed proxies will be voted in accordance with
the instructions thereon. Unless otherwise stated, all shares
represented by such proxy will be voted as instructed. Proxies
may be revoked as noted above.
ELECTION OF DIRECTORS
Pursuant to the Company's By-Laws, commencing upon the
date of this year's Annual Meeting, the Board of Directors will
be classified into three classes (Class I, Class II and Class
III) each with a term of three years, except as set forth below.
At this year's Annual Meeting of Stockholders, two (2) Class I
directors will be elected to hold office for a term expiring at
the 1995 Annual Meeting; two (2) Class II directors will be
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elected to hold office for a term expiring at the 1996 Annual
Meeting; and one (1) Class III director will be elected to hold
office for a term expiring at the 1997 Annual Meeting; and, in
each case, until a successor is elected and qualified or until
the director's earlier resignation or removal. Following the
election of directors at this Annual Meeting, only one class of
directors will stand for election by stockholders in any given
year.
Messrs. James E. Brands and Leonard J. DeRoma have been
nominated as Class I directors, Messrs. Jeffrey Lewis and Kamal
Mustafa have been nominated as Class II directors and Mr. Michael
S. Falk has been nominated as a Class III director.
At this year's Annual Meeting of Stockholders, the
proxies granted by stockholders will be voted individually for
the election, as directors of the Company, of the persons listed
below, unless a Proxy specifies that it is not to be voted in
favor of a nominee for director. In the event any of the
nominees listed below shall be unable to serve, it is intended
that the Proxy will be voted for such other nominees as are
designated by the Board of Directors. Each of the persons named
below has indicated to the Board of Directors of the Company that
he will be available to serve.
Name Age Position
Michael S. Falk* 33 Chairman of the Board of
Directors
Kamal Mustafa* 46 President, Chief Executive
Officer, Portfolio Manager
and Director
James E. Brands 57 Director
Jeffrey Lewis 55 Director
Leonard J. DeRoma 42
_______________
* Indicates "interested person" of the Company within the
meaning of the Investment Company Act of 1940 (the "1940
Act")
Michael S. Falk has been Chairman of the Board of Directors of
the Company since its inception. Since June 1988, Mr. Falk has
been President, and since January 1994, Mr. Falk has also been
Chief Executive Officer, of Commonwealth Associates, an
investment banking firm, which is an affiliate of Commonwealth
Associates Asset Management, Inc. (the "Administrator"), the
Company's administrator. Mr. Falk also serves as President of
the Administrator. In addition, since June 1988, Mr. Falk has
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been President and Chairman of the Board of Commonwealth
Associates Management Company, Inc. (formerly JMJ Management
Company Inc.), the general partner of Commonwealth Associates
("CAMCI").
Kamal Mustafa has been President, Chief Executive Officer,
Portfolio Manager and a director of the Company since April 1994
and was Managing Director of the Company from inception to August
1993. In addition, Mr. Mustafa has been Chief Executive Officer
and Managing Director of Hamilton Capital Partners, a private
investment consulting firm, since its formation in October 1991.
Prior to the formation of Hamilton Capital Partners, Mr. Mustafa
was a Managing Director and Executive Vice President of KSP, a
leverage buyout fund. From March 1988 to April 1990, Mr. Mustafa
was Managing Director of Kluge and Company, responsible for the
origination and financing of acquisitions. From 1986 to March
1988, Mr. Mustafa was a Managing Director of Mergers and
Acquisitions and a Managing Director of Merchant Banking at
PaineWebber, Inc.
James E. Brands has been a director of the Company since October
1993. Mr. Brands has been Executive Vice President of RPS
Investors, Inc., a private investment company, since 1985, and
Vice Chairman and Chief Financial Officer of Scherer Healthcare,
Inc., a public company engaged in the provision of medical
services, since 1982. Mr. Brands has also been Chairman of the
Board of Directors since April 1993, and Chief Executive Officer
since April 1994, of Marquest Medical Products, Inc., a public
company engaged in the manufacture of medical devices.
Mr. Brands is also a director of Biofor, Inc.
Leonard J. DeRoma has been Managing Director of Barclays deZoete
Wedd Securities, Inc. since June 1988. From June 1987 to June
1988, Mr. DeRoma was Senior Vice President of Dean Witter
Reynolds, Inc.
Jeffrey Lewis has been a director of the Company since August
1993. Since 1968, Mr. Lewis has been President and Chief
Executive Officer of J.B. Lewis Associates, Inc., a construction
company.
Article III Section 2 of the Company's By-Laws
provides, in part:
By vote of a majority of the entire
Board of Directors, the number of directors
fixed by the Articles of Incorporation or by
the By-laws may be increased or decreased
from time to time up to a maximum of 12, but
shall never be less than two.
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Article IV Section 3 of the Company's By-Laws provides in part:
Any vacancy occurring by reason of an
increase in the number of directors may be
filled by an action of a majority of the
entire Board of Directors at the time of the
increase in size of the Board of Directors.
A director elected by the Board of Directors
to fill a vacancy shall be elected to hold
office until the next annual meeting of
stockholders or until a successor is elected
and qualifies.
During the period commencing from commencement of
operations (March 19, 1993) through February 28, 1994, the Board
of Directors held three meetings. Mr. Finkle attended two of the
meetings of the Board of Directors held during such period.
Officers are elected to serve, subject to the
discretion of the Board of Directors, until their successors are
appointed.
EXECUTIVE OFFICERS
In addition to Messrs. Falk and Mustafa, the Company's
executive officers include Mr. Mark T. Behrman.
Mark T. Behrman has been Chief Financial Officer and Treasurer of
the Company since inception. Mr. Behrman has been Chief
Financial Officer and Treasurer of the Administrator since its
inception in January 1993. Since May 1994, Mr. Behrman has been
Vice President - Corporate Finance and, from May 1992 to April
1994, Mr. Behrman was Chief Financial Officer, of Commonwealth
Associates. From January 1990 to November 1991, Mr. Behrman
served as Controller of Fundamental Brokers, Inc., a broker
dealer. From March 1987 to January 1990, Mr. Behrman was
employed as an accounting supervisor at Drexel Burnham Lambert,
Inc.
Compliance With Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's
equity securities ("10% Holders"), to file reports of ownership
and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors, and 10% Holders are
required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms they file.
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To the Company's knowledge, based solely on the
Company's review of the copies of such forms received by the
Company, or written representations from certain reporting
persons that no Forms 5 were required for those persons. The
Company believes that, during the year ended February 28, 1994,
all filing requirements applicable to its officers, directors,
and 10% Holders were complied with, except that Messrs. Brands
and Lewis did not file a Form 3 on a timely basis.
EXECUTIVE COMPENSATION
Stephen J. Warner, former President and Chief Executive
Officer of the Company, received compensation of $48,000 during
the period from commencement of operations (March 19, 1993)
through February 28, 1994. No executive officer received
compensation equal to or in excess of $100,000 or options to
purchase shares of Common Stock during such period.
Employment Agreements
The Company and Kamal Mustafa entered into an
employment agreement, effective April 1, 1994, pursuant to which
Mr. Mustafa serves as the Company's President, Chief Executive
Officer and Portfolio Manager for a five-year period for an
annual salary of $50,000, subject to a mandatory cost of living
increase, and further increases at the discretion of the
Company's Board of Directors. In addition, during the term of
the employment agreement, Mr. Mustafa is entitled to receive a
performance fee equal to the sum of (i) 10% of all amounts
eligible to be distributed under the Company's employee profit
sharing plan (the "Plan") which are attributable to investments
made by the Company prior to April 1, 1994 (excluding (x) such
investments which result in losses during a given year and (y)
the Company's investments set forth in paragraph (iii) of this
sentence), but not less than zero, plus (ii) 30% of all amounts
eligible to be distributed under the Plan which are attributable
to investments made by the Company during the employment period
(including additional investments in a company) plus (iii) 30% of
all amounts eligible to be distributed under the Plan which are
attributable to investments made by the Company prior to April 1,
1994 which are renegotiated or restructured by Mr. Mustafa;
provided, however, that Mr. Mustafa shall not receive an amount
greater than 30% of all amounts eligible to be distributed under
the Plan. In the event Mr. Mustafa's employment under the
employment agreement terminates for any reason, including,
without limitation, termination of the period of the employment
agreement, but excluding the termination of Mr. Mustafa's
employment for cause, the Company shall pay to Mr. Mustafa or his
legal representative the foregoing amounts whether Plan Income as
to which such amounts relate were earned during the period of the
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<PAGE> 9
employment agreement or thereafter; provided, however, that the
amount so distributable to Mr. Mustafa in any given year shall
not exceed 30% of all amounts eligible to be distributed under
the Plan. Any amount payable to Mr. Mustafa pursuant to the
foregoing provision for any given year but not so distributed in
such year shall be distributed to Mr. Mustafa in the next
subsequent year in which such amount is eligible to be
distributed pursuant to the provisions of the 1940 Act.
Compensation of Directors
Non-management directors receive an annual fee of
$2,500 for serving on the Board of Directors and $250 and out-of-
pocket expenses for each meeting attended.
Compensation Committee Interlocks and Insider Participation in
Compensation Decisions
The Company does not have a Compensation Committee of
its Board of Directors. Decisions as to compensation are made by
the Company's Board of Directors. Michael S. Falk, in his
capacity as a director, participated in the Board's deliberations
concerning compensation of executive officers for the Company
during the period from March 19, 1993 (commencement of
operations) through February 28, 1994. During such fiscal
period, Mr. Falk served as President and Chairman of the Board of
CAMCI, President of the Administrator, a wholly-owned subsidiary
of CAMCI, and Chief Executive Officer of Commonwealth Associates,
a partnership of which CAMCI is the general partner. The
Company, the Administrator and Commonwealth Associates have
certain common officers and employees. See "Certain
Relationships and Related Transactions".
Report on Executive Compensation
There is no Compensation Committee of the Board of
Directors or other committee of the Board performing equivalent
functions. During the period from March 19, 1993 (commencement
of operations) through February 28, 1994, compensation of the
Company's executive officers was determined by the Board of
Directors. There is no formal compensation policy for the
Company's executive officers, other than the existing employment
agreement with Kamal Mustafa.
Total compensation for executive officers consists of a
combination of salaries and Plan Performance Fees. The salary of
the Company's President and Chief Executive Officer is fixed
annually by the terms of his employment agreement with the
Company. No Plan Performance Fees were paid during the period
from March 19, 1993 (commencement of operations) through February
28, 1994. The Company does not have a stock option plan.
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During the period from March 19, 1993 (commencement of
operations) through February 28, 1994, Stephen J. Warner, the
Company's former President and Chief Executive Officer received
compensation of $48,000. During such period, the Company
incurred a decrease in net assets of $2,015,011 ($.91 per share).
Michael S. Falk
James E. Brands
S. Marcus Finkle
John P. Innes, II
Jeffrey Lewis
Kamal Mustafa
Bruce W. Shewmaker
Stock Performance Graph
The following line graph compares, from March 19, 1993,
the first day on which the Company's Common Stock was publicly
traded, through February 28, 1994, the cumulative total return
among the Company, companies comprising the NASDAQ Market Index
and a Peer Group Index, based on an investment of $100 on March
19, 1993, in the Company's Common Stock and each index, and
assuming reinvestment of all dividends, if any, paid on such
securities. The Company has not paid any dividends and,
therefore, the cumulative total return calculation for the
Company is based solely upon stock price appreciation and not
upon reinvestment of dividends. The Peer Group Index consists of
business development companies listed on NASDAQ. These companies
are: Acorn Venture Capital Corporation, Allied Capital Corp.,
Allied Capital Corp. II, Capital Southwest Corp., PMC Capital,
Inc. and Prism Group, Inc. Historic stock price is not
necessarily indicative of future stock price performance.
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COMPARISON OF CUMULATIVE TOTAL RETURN
COMMONWEALTH ASSOCIATES GROWTH FUND, INC.
PEER GROUP AND NASDAQ MARKET INDEX
-----------------------------------------------------------------
| *|
D 120- | * $ |
| $ |
O 100- | *$& |
| & |
L 80- | & |
| |
L 60- | |
| |
A 40- | |
| |
R 20- | |
| |
S 0- | ---------------------------------------------------------------|
| --------------------------|------------------------------------|
1993 1994
3/19/93 2/28/94
------- -------
Commonwealth Associates Growth
Fund, Inc. (&) $100 $86.25
Peer Group ($) $100 $104.16
NASDAQ Market Index (*) $100 $120.68
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VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as
of September 22, 1994, based on information obtained from the
persons named below, with respect to the beneficial ownership of
shares of Common Stock by (i) each person known by the Company to
be the beneficial owner of more than 5% of the outstanding shares
of Common Stock; (ii) the Company's Chief Executive Officers;
(iii) each of the Company's directors and nominees for director;
and (iv) all executive officers and directors as a group:
Name and Amount and Nature Percentage of
Address of of Beneficial Outstanding
Beneficial Owner Ownership(1) Shares Owned
- ---------------- ------------------ ---------------
James E. Brands 26,000(2) 1.2%
Michael S. Falk 20,500 *
Kamal Mustafa 15,000 *
S. Marcus Finkle** 5,000 *
Jeffrey Lewis 3,500 *
John P. Innes, II** -- --
Bruce W. Shewmaker** -- --
All executive officers 70,000 3.2%
and directors as a
group (eight persons)
__________________
* Less than 1%
** Will not stand for re-election as a director.
(1) A person is deemed to be the beneficial owner of securities
that can be acquired by such person within 60 days from the
date hereof upon the exercise of warrants or options. Each
beneficial owner's percentage ownership is determined by
assuming that warrants or options that are held by such
person (but not those held by any other person) and which
are exercisable within 60 days from the date hereof have
been exercised.
(2) Includes 21,000 shares of Common Stock beneficially owned by
Scherer Scientific, Ltd., of which Mr. Brands is general
partner.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 2, 1993, the Administrator purchased 10,000
shares of common stock for $100,000, or $10.00 per share.
Pursuant to an agreement, dated March 19, 1993, between
the Company and the Administrator (the "Administration
Agreement"), the Administrator administers, subject to the
overall supervision of the Company's Board of Directors, the
Company's business affairs and furnishes the Company with office
facilities and clerical, bookkeeping and recordkeeping services
at such facilities. In return for its administrative services,
the Company pays to the Administrator an annual fee of 1% of the
Company's net assets, determined and payable quarterly,
throughout the term of the Administration Agreement. During the
period from commencement of operations (March 19, 1993) through
February 28, 1994, the Company paid the Administrator a fee of
$181,816.
Commonwealth Associates acted as underwriter of the
Company's initial public offering. In connection with the
Company's initial public offering, Commonwealth Associates
received underwriting discounts and commissions of $1,535,800, 7%
of the proceeds of the offering, and a non-accountable expense
allowance of $548,500, 2 1/2% of the proceeds of the offering.
During the period from March 19, 1993 (commencement of
operations) through February 28, 1994, Commonwealth Associates
acted as broker with respect to certain transactions in
marketable securities for which it received aggregate commissions
of $3,770 from the Company.
PROPOSAL I
AMENDMENT TO ARTICLES OF AMENDMENT AND RESTATEMENT
TO CHANGE THE COMPANY'S NAME TO THE MICROCAP GROWTH FUND, INC.
The Board of Directors has adopted a resolution
proposing that the Company amend its Articles of Amendment and
Restatement to change the name of the Company to "The MicroCap
Growth Fund, Inc."
The Board of Directors and management of the Company
believe that the proposed change in the Company's name will
create an identity for the Company in the financial marketplaces
and better enable the Company to participate in private
placements of securities for which a variety of investment
banking firms act as placement agent. Specifically, it is
intended that the name "The MicroCap Growth Fund, Inc." will more
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<PAGE> 14
clearly identify the size of portfolio companies in which the
Company intends to investment and will heighten recognition of
the Company as an independent business development company by
investors, investment companies, potential portfolio companies
and the general public by clearly distinguishing the Company from
an investment banking firm with a similar name.
The Board of Directors and management believe that a
change in name to "The MicroCap Growth Fund, Inc." is appropriate
and recommends a vote FOR adoption of the Company's Amendment to
the Articles of Amendment and Restatement. A favorable vote of a
majority of all of the shares entitled to vote at the Annual
Meeting is required for approval and adoption of the amendment
changing the Company's name. ACCORDINGLY, FAILURE TO VOTE FOR
THE PROPOSED AMENDMENT, EVEN BY ABSTAINING OR FAILING TO BE
REPRESENTED AT THE MEETING, CONSTITUTES A VOTE AGAINST THE
PROPOSED AMENDMENT. If the change in the Company's name is
approved by the stockholders, the Board of Directors intends to
make the change effective at the earliest appropriate time
consistent with an orderly transition to the new name. The
resolution to be presented at the Annual Meeting of Stockholders
is as follows:
RESOLVED, that Article 1 of the Company's Articles of
Amendment and Restatement be amended to read in its entirety as
follows:
"Article 1
NAME
The name of the Corporation is 'The
MicroCap Growth Fund, Inc.' "
and; further
RESOLVED, that the executive
officers are authorized to prepare, execute
and file an amendment to the Company's
Articles of Amendment and Restatement, to
give effect to the foregoing resolution.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche has audited and reported upon the
financial statements of the Company for the fiscal year ended
February 28, 1994 and has been selected by the Board of Directors
to examine and report upon the financial statements of the
Company for the fiscal year ending February 28, 1994. A
representative of Deloitte & Touche is expected to be present at
the Annual Meeting with the opportunity to make a statement if he
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<PAGE> 15
or she desire to do so and is expected to be available to respond
to appropriate questions.
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Stockholders who wish to present proposals appropriate
for consideration at the Company's 1995 Annual Meeting of Stock-
holders must submit the proposal in proper form to the Company at
its address set forth on the first page of this Proxy Statement
not later than July 27, 1995 in order for the proposition to be
considered for inclusion in the Company's proxy statement and
form of proxy relating to such annual meeting. Any such
proposals, as well as any questions related thereto, should be
directed to the Secretary of the Company.
OTHER INFORMATION
Proxies for the Annual Meeting will be solicited by
mail and through brokerage institutions and all expenses
involved, including printing and postage, will be paid by the
Company.
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE FISCAL
YEAR ENDED FEBRUARY 28, 1994 HAS BEEN FURNISHED TO EACH
STOCKHOLDER OF RECORD AS OF THE CLOSE OF BUSINESS ON
SEPTEMBER 22, 1994. COPIES OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K, TOGETHER WITH THE EXHIBITS THERETO, WILL BE PROVIDED
TO EACH SUCH STOCKHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO:
COMMONWEALTH ASSOCIATES GROWTH FUND, INC.
733 Third Avenue
New York, New York 10017
The Board of Directors is aware of no other matters,
except for those incident to the conduct of the Annual Meeting,
that are to be presented to stockholders for formal action at the
Annual Meeting. If, however, any other matters properly come
before the Annual Meeting or any adjournments thereof, it is the
intention of the persons named in the proxy to vote the proxy in
accordance with their judgment.
By order of the Board of Directors,
Michael S. Falk
Chairman of the Board
September 27, 1994
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<PAGE> 16
COMMONWEALTH ASSOCIATES GROWTH FUND, INC.
733 Third Avenue
New York, New York 10017
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 24, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael S. Falk and Kamal
Mustafa, and each of them, Proxies, with full power of substitution in
each of them, in the name, place and stead of the undersigned, to vote
at the Annual Meeting of Stockholders of Commonwealth Associates
Growth Fund, Inc. on Monday, October 24, 1994, at the offices of
Tenzer, Greenblatt, Fallon & Kaplan, 405 Lexington Avenue, New York,
New York 10174 or at any adjournment or adjournments thereof,
according to the number of votes that the undersigned would be
entitled to vote if personally present, upon the following matters:
1. ELECTION OF DIRECTORS:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees
listed below.
James E. Brands and Leonard J. DeRoma to serve as Class I directors
until the 1995 Annual Meeting
Jeffrey Lewis and Kamal Mustafa to serve as Class II
directors until the 1996 Annual Meeting
Michael S. Falk to serve as a Class III director until the 1997 Annual Meeting
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space below.)
______________________________________________________________________
(Continued and to be signed on reverse side)
2. AMENDMENT TO ARTICLES OF AMENDMENT AND RESTATEMENT TO CHANGE
THE COMPANY'S NAME TO "THE MICROCAP GROWTH FUND, INC."
FOR AGAINST ABSTAIN
/ / / / / /
3. RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE AS THE
COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
FOR AGAINST ABSTAIN
/ / / / / /
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS
GIVEN ABOVE. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE
VOTED FOR THOSE NOMINEES AND THE PROPOSALS LISTED ABOVE.
DATED:
_____________________________________, 1994
Please sign exactly as name appears hereon.
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 in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
_______________________________________________
Signature
_______________________________________________
Signature if held jointly
Please mark, sign, date and return this proxy card promptly using the
enclosed envelope.
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