AMT CAPITAL FUND, INC.
430 Park Avenue
17th Floor
New York, New York 10022
International Equity Portfolio
Notice Of Special Meeting Of Shareholders
To Be Held On May 17, 1995
A special meeting of the shareholders ("Shareholders") of the
International Equity Portfolio (the "Portfolio") of AMT Capital Fund,
Inc. (the "Fund") will be held at the Fund's offices at 430 Park Avenue,
17th Floor, New York, New York 10022 on May 17, 1995 at 10:00 a.m.
Eastern Time for the following purposes:
(1) To approve or disapprove a new investment advisory
agreement between the Fund, on behalf of the Portfolio, and
Harding, Loevner Management, L.P.; and
(2) To transact such other business as may properly come before
the meeting.
The matters referred to above are discussed in detail in the
proxy statement attached to this notice. The Board of Directors has
fixed March 25, 1995 (the "Record Date") as the record date for
determination of Shareholders entitled to vote at the meeting.
You are cordially invited to attend the meeting. All
Shareholders are requested to complete, date and sign the enclosed
form of proxy and return it promptly. This proxy is being solicited on
behalf of the Board of Directors.
By Order of the Board of Directors
William E. Vastardis
Secretary
April 6, 1995
SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY TO
AVOID ADDITIONAL EXPENSE
IMPORTANT
YOU CAN HELP THE PORTFOLIO AVOID THE NECESSITY 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
QUORUMS MAY BE REPRESENTED AT THE SPECIAL MEETING.
THE ENCLOSED POSTCARD REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
AMT CAPITAL FUND, INC.
International Equity Portfolio
PROXY STATEMENT
Special Meeting of Shareholders
to be held on May 17, 1995
The enclosed proxy is solicited on behalf of the Board of Directors
of AMT Capital Fund, Inc. (the "Fund") with respect to a special meeting (the
"Meeting") of shareholders (the "Shareholders") of the Fund's International
Equity Portfolio (the "Portfolio"). Such proxy is revocable at any time before
it is voted by sending written notice of the revocation to the Fund, attention
Secretary, or by appearing personally at the Meeting. The cost of preparing
and mailing the notice of meeting, proxy card, this proxy statement and any
additional proxy materials has been or is to be borne by the Fund. The enclosed
notice of meeting, proxy card and this proxy statement will be first mailed to
Shareholders on or about April 3, 1995. The Fund has designated March 25,
1995 as the record date for determining the owners of record of the outstanding
shares of the International Equity Portfolio.
THE MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS OF THE
FUND, INCLUDING FINANCIAL STATEMENTS, HAVE BEEN
PREVIOUSLY MAILED TO SHAREHOLDERS. IF YOU DID NOT
RECEIVE THE REPORTS, OR WOULD LIKE TO RECEIVE ADDITIONAL
COPIES FREE OF CHARGE, PLEASE WRITE TO AMT CAPITAL
SERVICES, INC., THE FUND'S ADMINISTRATOR AND DISTRIBUTOR
("AMT CAPITAL"), AT 430 PARK AVENUE, NEW YORK, NEW YORK
10022, OR CALL AMT CAPITAL AT (212) 308-4848 OR (800) 762-4848.
PORTFOLIO INFORMATION
Shareholder Information. As of March 25, 1995, the Portfolio had
outstanding 1,229,087.623 shares of common stock representing a total net
asset value of $11,332,187.70, each share being entitled to one vote.
As of March 25, 1995, the following persons owned of record or
beneficially 5% or more of the shares of common stock of the Portfolio:
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
The Bank of New York 520,160.948 42.32%
(Nominee) Mutual Fund/Reorg. Dept. ($4,795,883.87)
P.O. Box 1066 Nominee
Wall Street Station
New York, New York, 10268
(Various) Hillman Foundation 338,955.395 27.58%
2000 Grant Building ($3,125,168.67)
Pittsburgh, PA, 15219
Direct Ownership
Valley Bank Div. 224,565.411 18.27%
Dauphin Deposit Bank & Trust Co. ($2,070,493.08)
Cust., The Mercersburg Academy
Direct Ownership
P.O. Box 459
Chambersburg, PA, 17201
Investment Adviser and Sub-Adviser. The Fund's offices are located at
430 Park Avenue, New York, New York 10022. The Portfolio's investment
adviser is AMT Capital Advisers, Inc., a registered investment adviser with
offices at 430 Park Avenue, New York, New York 10022 ("AMT Capital
Advisers"). Pursuant to its investment advisory agreement with the Fund,
dated April 29, 1994 (the "Advisory Agreement"), AMT Capital Advisers
provides the Portfolio with business and asset management services, including
selecting, evaluating, and monitoring the sub-adviser to the Portfolio, Harding,
Loevner Management, L.P. ("HLM"). HLM is employed and supervised by
AMT Capital Advisers, subject to approval by the Board of Directors of the
Fund and the Shareholders. HLM is a global equity specialist managing in
excess of $350 million for private investors, foundations and endowments.
HLM has discretion to purchase and sell securities for the Portfolio in
accordance with the Portfolio's investment objective, policies and restrictions.
Alan M. Trager, President and a Director of the Fund, serves as
President and Director of AMT Capital Advisers. Carla E. Dearing, Vice
President of the Fund, serves as Senior Vice President and Principal of AMT
Capital Advisers.
Distributor and Administrator. AMT Capital Services, Inc., 430 Park
Avenue, New York, New York 10022, serves as the Portfolio's distributor and
administrator ("AMT Capital").
PROXY PROCEDURES
Timely, properly executed proxies will be voted as Shareholders
instruct. Unless instructions to the contrary are marked, proxies will be voted
FOR the proposals set forth in the attached notice.
The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Portfolio is required to constitute a quorum at the
Meeting. Shares held by Shareholders present in person or represented by
proxy at the Meeting will be counted both for the purpose of determining the
presence of a quorum and for calculating the votes cast on the issues before the
Meeting. Abstentions will also be counted for quorum purposes.
Broker or nominee "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will have the same effect as abstentions in determining whether a proposal has
received the requisite approval. Where the broker or nominee has no discretion
to vote the shares as to one or more proposals before the Meeting, the non-voted
shares will be excluded from the pool of shares voted on such proposals. Thus,
abstentions and non-votes will have the same effect as a negative vote on
proposals requiring the affirmative vote of a specified portion of the
Portfolio's outstanding shares, but will not be considered votes cast and thus
will have no effect on matters requiring approval of a specified percentage of
votes cast.
In the event that a quorum is present at the Meeting but sufficient
votes to approve any proposal are not received, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of a majority of those shares represented at the Meeting in person or by
proxy. If a quorum is present, the persons named as proxies will vote those
proxies which they are entitled to vote FOR the proposal in favor of such an
adjournment and will vote those proxies required to be voted AGAINST the
proposal against any such adjournment. A vote of the Shareholders may be
taken on one or more of the proposals in this proxy statement prior to any
adjournment if sufficient votes have been received for approval.
Approval of Proposal One requires the vote of a "majority of the
outstanding voting securities" of the Portfolio as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), which means the vote of
67% or more of the shares of the Portfolio present at the Meeting (if the
holders of more than 50% of the outstanding shares are present or represented by
proxy), or the vote of more than 50% of the outstanding shares of the Portfolio,
whichever is less.
PROPOSAL ONE:
APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT
ADVISORY AGREEMENT BETWEEN THE FUND, ON BEHALF OF
THE PORTFOLIO, AND HLM
AMT Capital Advisers currently serves as investment adviser to the
Portfolio pursuant to the Advisory Agreement. HLM serves as the sub-adviser
to the Portfolio pursuant to a sub-advisory agreement with AMT Capital
Advisers, dated April 29, 1994 (the "Sub-Advisory Agreement"). The Advisory
and Sub-Advisory Agreements were last approved by the Board of Directors of
the Fund on February 22, 1995 and by the sole Shareholder of the Portfolio on
May 2, 1994. Pursuant to the Advisory Agreement, AMT Capital Advisers is
responsible for, or must engage a third party for the purpose of, managing the
investment portfolio of the Portfolio. Under the Sub-Advisory Agreement,
subject to the supervision and approval of AMT Capital Advisers, HLM is
responsible for providing investment research and advice, determining which
portfolio securities shall be purchased or sold by the Portfolio, purchasing and
selling securities on behalf of the Portfolio and determining how voting and
other rights with respect to the portfolio securities of the Portfolio are
exercised in accordance with the Portfolio's investment objective, policies
and restrictions.
At the Meeting, Shareholders will be asked to approve a new
investment advisory agreement (the "Proposed Advisory Agreement") between
the Fund, on behalf of the Portfolio, and HLM. The Proposed Advisory
Agreement would replace the current Advisory and Sub-Advisory Agreements.
The terms and conditions of the Proposed Advisory Agreement are
substantially similar to those of the Advisory and Sub-Advisory Agreements
and, except for the elimination of AMT Capital Advisers' supervision of HLM
and discontinuation of certain performance fee arrangements discussed below,
approval of the Proposed Advisory Agreement is not expected to result in any
material change in the overall management or operations of the Portfolio. As is
the case currently under the Advisory and Sub-Advisory Agreements, HLM will
continue to be responsible for making day-to-day investment decisions on
behalf of the Portfolio and for purchasing and selling portfolio securities on
behalf of the Portfolio.
The following summary provides information about HLM, and a
comparison of the terms and conditions of the current Advisory and Sub-
Advisory Agreements with the Proposed Advisory Agreement. Please see the
section of this Proxy Statement entitled "Evaluation of Proposal and
Recommendation by the Directors" for information regarding the deliberations
of the Board of Directors of the Fund concerning approval of the Proposed
Advisory Agreement.
Background Information Regarding HLM
HLM, located at 50 Division Street, Somerville, New Jersey 08876, is
a registered investment adviser organized in 1989. HLM specializes in global
investment advisory services to private investors, foundations and endowments,
and has been the sub-adviser to the Portfolio since April 29, 1994. As of
December 31, 1994, HLM had in excess of $350 million under management.
HLM is a limited partnership whose general partner is HLM Holdings,
Inc. ("HLM Holdings"). The shareholders of HLM Holdings are Daniel D.
Harding, David, R. Loevner and Simon Hallett, who are also all directors of
HLM Holdings. Messrs. Harding, Loevner and Hallett own approximately 95%
of the shares of HLM Holdings. The address of HLM Holdings and of Messrs.
Harding, Loevner, and Hallett is 50 Division Street, Somerville, New Jersey
08876.
Daniel D. Harding is the Chief Investment Officer of HLM. Prior to
founding the firm, Mr. Harding served for ten years as a senior investment
manager with Rockefeller & Co., the private investment firm that advises the
Rockefeller family and related charities. At Rockefeller, he set equity and
fixed income investment strategy and spearheaded the international
diversification of the firm's investments. Mr. Harding graduated with honors
from Colgate University and is a Chartered Financial Analyst.
Simon Hallett is Senior Portfolio Manager and Principal of HLM.
Prior to joining the firm in 1991, Mr. Hallett served seven years with Jardine
Fleming Investment Management where he was director in charge of a team of
six portfolio managers investing in the markets of Southeast and North Asia.
Mr. Hallett graduated with honors from Oxford University.
David R. Loevner is Chief Executive Officer of HLM. Mr. Loevner's
prior experience includes nine years with the Rockefeller family office, where
he managed equity portfolios and developed new financial planning and asset
allocation techniques. In 1987, he relocated to Hong Kong to open
Rockefeller's first Asian office and manage a regional investment program
comprising both quoted and private venture investments. Before joining
Rockefeller, Mr. Loevner was an economist with the World Bank. He
graduated summa cum laude from Princeton University and, as a Sachs scholar,
received graduate degrees from Oxford University.
HLM uses a "bottom up" approach to international equity investment.
This approach seeks to identify companies with excellent long-term business
prospects, and then to select from among them those whose stocks appear to
offer attractive absolute returns. HLM's investment criteria include both
growth and value considerations. HLM seeks companies that it believes have
strong balance sheets, sustainable internal growth, superior financial returns
and defensible business franchises. Typically, HLM will only invest in
companies that it has analyzed for a number of years. Country allocation and
sector weightings reflect the results of stock selection, which is itself
strongly influenced by HLM's cyclical and secular outlook for various
industries, sectors, and national economies. Explicit country or sector
allocation decisions are taken only when necessary to ensure that portfolios
are well diversified.
Messrs. Harding, Hallett and Loevner currently serve as portfolio
managers of the Portfolio pursuant to the Advisory and Sub-Advisory
Agreements, and would continue to serve as portfolio managers of the Portfolio
under the Proposed Advisory Agreement.
HLM also serves as sub-adviser to the following registered investment
companies:
Registered Approximate Sub-Advisory
Investment Net Assets Fee
Company as of March 1, 1995 (annual rate)
St. James International $7,008,000 0.50%
Equity Portfolio
Stalwart International $2,633,000 0.60%
Equity Fund
Terms and Conditions of the Current and Proposed Advisory Agreements
Shareholders are not being asked to approve the continuation of the
Advisory or Sub-Advisory Agreements, which will each continue in the event
that Proposal One is not approved by Shareholders. Only the Proposed
Advisory Agreement is being submitted for Shareholder approval.
The proposed Advisory Agreement is substantially similar to the
current Advisory and Sub-Advisory Agreements except for i) the effective
and termination dates, ii) the elimination of the adviser - sub-adviser
relationship and iii) the removal of the existing performance adjustment to
the advisory fee.
Basic Terms. The Advisory Agreement and Sub-Advisory
Agreements, and the Proposed Advisory Agreement, have an initial term of two
years and provide that they will thereafter continue in effect from year to year
only if such continuation is specifically approved at least annually by (a)
either (i) a vote of a majority of the Board of Directors of the Fund, or
(ii) a vote of a majority of the outstanding voting securities of the Portfolio,
and (b) a vote of a majority of the Fund's directors who are not "interested
persons" (as defined in the 1940 Act). The Advisory and Sub-Advisory
Agreements, and the Proposed Advisory Agreement, provide that they may be
terminated by the Fund, on behalf of the Portfolio, by the Fund's Board of
Directors or by a vote of a majority of the Portfolio's outstanding voting
securities, or by the investment adviser, in each case at any time upon 60 days'
written notice to the other party. In addition, each Agreement provides for
automatic termination in the event of its assignment.
Pursuant to the Advisory Agreement, AMT Capital Advisers (as
investment adviser) is responsible for, or must engage a third party for the
purpose of, managing the investment portfolio of the Portfolio. Under the Sub-
Advisory Agreement, subject to the supervision and approval of AMT Capital
Advisers, HLM as (sub-adviser) is responsible for providing investment
research and advice, determining which portfolio securities shall be purchased
or sold by the Portfolio, purchasing and selling securities on behalf of the
Portfolio and determining how voting and other rights with respect to the
portfolio securities of the Portfolio are exercised in accordance with the
Portfolio's investment objective, policies and restrictions. Under the
Proposed Advisory Agreement, HLM would assume the role of investment adviser to
the Portfolio and the Portfolio will have only an investment adviser as opposed
the structure under the current Agreements of having both an investment adviser
and sub-adviser. Under the Proposed Advisory Agreement, HLM (as
investment adviser) would manage the securities held by the Portfolio, subject
to the supervision and stated direction of the Fund's Board of Directors, in
accordance with the Portfolio's investment objective and policies, make
investment decisions for the Portfolio, and place orders to purchase and sell
securities on behalf of the Portfolio.
As sub-adviser, HLM currently provides these same services that it
would perform to the Portfolio under the Proposed Advisory Agreement as
investment adviser, subject to the supervision and stated direction of AMT
Capital Advisers, and ultimately the Fund's Board of Directors. However,
under the Proposed Advisory Agreement HLM no longer would be subject to
the supervision of AMT Capital Advisers, but would continue, of course, to be
subject to the supervision of the Fund's Board of Directors. The Proposed
Advisory Agreement is not expected, however, to result in any material changes
to the day-to-day investment decisions currently provided to the Portfolio.
The Advisory and Sub-Advisory Agreements and the Proposed
Advisory Agreement each provide that the investment adviser is not liable to
the Portfolio for any error of judgment but shall be liable to the Portfolio
for any loss resulting from fraud, willful misfeasance, or gross negligence by
the investment adviser in providing services under the Agreement or from
reckless disregard by the investment adviser of its obligations and duties
under the Agreement.
Currently, AMT Capital Advisers and HLM and AMT Capital
voluntarily have agreed to cap the Portfolio's total annual operating expenses
(on an annualized basis) of the Portfolio's average daily net assets at 0.95%
before adjustment for any positive performance fee (discussed below) and at
1.05% if the full performance fee were earned. HLM has further agreed that it
would voluntarily cap the total annual ordinary operating expenses at 1.00%
(on an annualized basis) of the Portfolio's average daily net assets in the
future. Since there would no longer be a performance fee paid to HLM under the
Proposed Advisory Agreement, the voluntary cap would not vary as it can
under the current structure.
Advisory Fees. The aggregate base investment advisory fee
currently paid under the Advisory Agreement is the same as the aggregate
investment advisory fee that would be paid under the Proposed Advisory
Agreement. Under the Advisory Agreement, the Portfolio pays AMT Capital
Advisers a monthly base fee at the annual rate of 0.75% of the average daily
net assets of the Portfolio. Under the Sub-Advisory Agreement, AMT Capital
Advisers pays to HLM out of the investment advisory fee a monthly base fee at
the annual rate of 0.50% of the average daily net asset value of the
Portfolio. Both the Advisory and Sub-Advisory Agreements include a performance
adjustment increasing or decreasing the fee paid by the Portfolio to AMT
Capital Advisers (and the fee paid by AMT Capital Advisers to HLM) by a
maximum of 10 basis points or within a range of 0.65% to 0.85% for the
advisory fee and 0.40% to 0.60% for the sub-advisory fee (a "basis point" is
one-hundredth of a percentage point or 0.01%). The performance adjustments
are added to or deducted from the base annual fee of 0.75% of the Portfolio's
average daily net assets that the Portfolio pays to AMT Capital Advisers, and
the base annual fee of 0.50% of the Portfolio's average daily net assets that
AMT Capital Advisers pays to HLM, based on a comparison of the Portfolio's
actual gross total returns vis-a-vis the actual gross total return of the
Portfolio's benchmark, the Morgan Stanley Capital International World ex USA
Index (with income reinvested) as follows: i) a benchmark return plus 450 basis
points or more will result in an increase of the base by 10 basis points; ii) a
benchmark return plus 300 to 449.99 basis points will result in an increase of
the base by 5 basis points; iii) a benchmark return plus 150 to 299.99 basis
points will result in no adjustment to the base; iv) a benchmark return plus 0
to 149.99 basis points will result in a reduction of the base by 5 basis
points and v) a return of less than the benchmark will result in a reduction of
the base by 10 basis points. Under the Proposed Advisory Agreement, the
Portfolio would pay HLM a monthly fee at an annual rate of 0.75% of the
average daily net assets of the Portfolio. The Proposed Advisory Agreement
would not include any performance adjustment. The advisory fee paid by the
International Equity Portfolio is higher than that charged by most funds which
invest primarily in U.S. securities, but not necessarily higher than the fees
charged to funds with investment objectives similar to those of the Portfolio.
The following table and example provide a comparison of the
annual Portfolio operating expenses (as a percentage of average net assets)
currently paid under the Advisory and Sub-Advisory Agreements and the
amounts the Portfolio would pay under the Proposed Advisory Agreement:
Comparative Fee Table
Annual Fund Operating Expenses Exising Fee Proposed Fee
(as a percentage of net assets) (after waivers) (after waivers)
Advisory Fees 0.74% 0.75%
12b-1 fee None None
Other Expenses
Administration Fees 0.10% 0.15%
Other Operating Expenses 0.11% (b) 0.10% (c)
Total Other Expenses 0.21% (b) 0.25% (c)
Total Operating Expenses 0.95% (b) 1.00% (c)
- --------------------------
This denotes the average annualized investment advisory fee that will
be paid to AMT Capital Advisers. For the first two months after
commencement of the Portfolio, AMT Capital Advisers was paid at a
rate of 0.70% (on an annualized basis) of the Portfolio's average daily
net assets; and for the next twelve months (including the current
period) AMT Capital Advisers will be paid at a rate of 0.75% (on an
annualized basis) of the Portfolio's average daily net assets.
Subsequently, AMT Capital Advisers' base fee will be adjusted in
month fourteen for the Performance Adjustment Fee as described
above and will vary from that point forward.
(b) AMT Capital Advisers and HLM and AMT Capital voluntarily have
agreed to cap the total annual operating expenses at 0.95% to 1.05%
(on an annualized basis) of the Portfolio's average daily net assets,
with the exact amount subject to adjustment for any positive
performance fee. Without such cap, the total annual operating
expenses (on an annualized basis) for the Portfolio for the period
ending December 31, 1994 would have been 1.25% (of which 0.41%
would be "other expenses") of its average daily net assets. While the
cap will be increased above 0.95% by the amount of any positive
performance adjustment to the investment advisory fee, the cap will
not be decreased in the event of any negative performance adjustment.
(c) HLM, as investment adviser, has voluntarily agreed to cap annual
operating expenses at 1.00% (on an annualized basis) of the Portfolio's
average daily net assets. Without such cap, the total annual operating
expenses (on an annualized basis) for the Portfolio for the period
ending December 31, 1995 are estimated to be [ %] (of which [ %]
would be "other expenses") of its average daily net assets.
Expenses Per $1,000 Investment
1 Year 3 Years 5 Years 10 Years
Current Advisory and Sub-Advisory
Agreements $10 $31 $54 $122
Proposed Advisory Agreement $10 $32 $57 $129
These examples should not be considered a representation of future
expenses or performance. Actual operating expenses and annual returns may
be greater or less than those shown.
During the Portfolio's fiscal year ended December 31, 1994, AMT
Capital Advisers, HLM and AMT Capital waived their entire fees in the
amounts of $5,956, $11,912, and $2,732, respectively, and AMT Capital
Advisers reimbursed the Portfolio for other expenses exceeding the Portfolio's
voluntary expense cap. Alan M. Trager, a Director and the President of the
Fund, is also President and Director of AMT Capital Advisers and its affiliate
AMT Capital. Had the Proposed Advisory Agreement been in effect for the
Portfolio's fiscal year ended December 31, 1994, HLM also would have been
required to waive its entire fee of $17,868 under the voluntary expense cap
that will be implemented if the Proposed Advisory Agreement is approved.
Under a sales incentive fee agreement dated April 29, 1994 between
AMT Capital and HLM, AMT Capital has agreed to pay HLM a monthly sales
incentive fee at an annual rate of 0.05% of the average daily value of shares
of the Portfolio purchased as a result of the efforts of HLM. If Shareholders
approve the Proposed Advisory Agreement, HLM and AMT Capital would
enter into a sales incentive fee agreement pursuant to which HLM would pay
AMT Capital a monthly sales incentive fee at an annual rate of 0.25% of the
average daily value of shares of the Portfolio purchased as a result of the
efforts of AMT Capital.
Consequences of Approval and of Disapproval. If the Proposed
Advisory Agreement is approved by Shareholders, it will become effective as
soon as practicable thereafter, and will remain in effect, unless earlier
terminated, for an initial two-year term, subject to annual review and
continuation thereafter. AMT Capital will continue to serve as administrator
and distributor regardless of whether Shareholders approve the Proposal.
If the Proposed Advisory Agreement is not approved by Shareholders, the
Advisory and Sub-Advisory Agreements will remain in effect until the end of
their terms, unless earlier terminated, subject to annual review and
continuation thereafter.
EVALUATION OF THE PROPOSAL AND RECOMMENDATION BY THE DIRECTORS
At a meeting of the Board of Directors of the Fund held on February
22, 1995, the Directors approved the Proposed Advisory Agreement and voted
to recommend that it be submitted for Shareholder approval. In making this
determination, the Directors considered a number of factors including, among
others:
(1) HLM's commitment to attempt to expand the assets of the
Portfolio if the Proposed Advisory Agreement is approved, which
could produce economies of scale in the management and
administration of the Portfolio;
(2) the fact that the services HLM would perform under the
Proposed Advisory Agreement are substantially similar to those
currently provided under the Advisory and Sub-Advisory Agreements
and the benefits to the Portfolio of maintaining the quality of services
that HLM as investment adviser would provide to the Portfolio in an
uninterrupted manner; and;
(3) the fact that the aggregate investment advisory fees
that would be paid to HLM under the Proposed Advisory Agreement are
equivalent to the aggregate base investment advisory fees currently
paid pursuant to the Advisory and Sub-Advisory Agreements, that the
Portfolio's investment advisory fee under the Proposed Advisory
Agreement would not increase in the event of the Portfolio's superior
performance, and that the Advisory and Sub-Advisory Agreements
and the Proposed Advisory Agreement are substantially similar in all
other material respects.
The Directors also considered HLM's use of, and receipt of benefits
from, soft dollar arrangements in connection with purchasing and selling
portfolio securities on behalf of the Portfolio. HLM utilizes "full service"
broker-dealers for execution of transactions. These broker-dealers also
provide research and analysis services that are used by HLM in servicing client
accounts. The commission rate paid to such broker-dealers may be higher than
the lowest commission rate available.
HLM is of the opinion that these arrangements provide a benefit to the
Portfolio, since broker-dealers utilized by HLM will tend to follow a broader
universe of securities and other matters than HLM's staff may be able to
follow. In addition, outside research provided by soft dollar arrangements
provides HLM with a diverse perspective on the financial markets around the
world, and, in some cases, the research provided may only be available from
the broker-dealer providing such services. HLM believes such outside research
services obtained through soft dollar arrangements supplement rather than
replace the research of HLM. To the extent that HLM would have purchased
these research services had they not been provided by broker-dealers, the
expenses of HLM could be considered to have been reduced accordingly.
Certain research services furnished by broker-dealers may be useful to HLM
with respect to clients other than the Portfolio and research services
furnished by broker-dealers in connection with HLM's other clients may be useful
with respect to HLM's management of the Portfolio. The Directors considered
these factors and determined that these research services improve the quality of
the investment advice HLM provides to the Portfolio and therefore that they
are of benefit to the Portfolio and its Shareholders. The fees that are paid to
HLM under the Sub-Advisory Agreement, and the fees that would be paid to HLM
under the Proposed Advisory Agreement, are not reduced because HLM
receives such services.
Based upon its review, the Board of Directors determined that the
Proposed Advisory Agreement is reasonable, fair, and in the best interests of
the Portfolio and its Shareholders, and that the fees provided in the Proposed
Advisory Agreement are fair and reasonable. Accordingly, after consideration
of the above factors, and such other factors and information as it deemed
relevant, the Board of Directors, including all of the Directors who are not
interested persons of the Fund, AMT Capital Advisers or HLM, unanimously
approved the Proposed Advisory Agreement and voted to recommend that it be
submitted for approval of the Portfolio's Shareholders.
THE DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS,
RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL ONE AND ANY
UNMARKED PROXIES WILL BE SO VOTED.
CERTAIN INFORMATION REGARDING A CHANGE IN THE NAME
OF THE PORTFOLIO
The Board of Directors has voted to change the name of the Portfolio
from "International Equity Portfolio" to "HLM International Equity Portfolio"
if the Proposed Advisory Agreement is approved by Shareholders. Such a
revision is not required to be approved by Shareholders under Maryland Law
and therefore Shareholders are not being asked to vote on this issue. If the
Proposed Advisory Agreement is not approved, then no such name change in
the Portfolio will occur.
OTHER BUSINESS
The Directors know of no other business to be brought before the
Meeting. However, if any other matters properly come before the Meeting,
proxies will be voted in accordance with the judgment of the Board of
Directors.
Proposals for Future Meetings
As a Maryland Corporation, the Fund is not required to hold annual
Shareholder meetings in any year in which no meeting is required under the
1940 Act. Consequently, the Fund does not intend to hold annual Shareholder
meetings each year, but meetings may be called by the Directors from time to
time. Proposals of Shareholders that are intended to be presented at a future
Shareholder meeting must be received by the Fund by a reasonable time prior to
the Fund's mailing of information statements relating to such meeting.
By Order of the Board of Directors
______________________________
William E. Vastardis, Secretary
AMT CAPITAL FUND, INC.
430 Park Avenue, 17th Floor
New York, New York 10022
International Equity Portfolio
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Revoking any such prior appointments, the undersigned
appoints __________________________________ proxy with the power
of substitution to vote all the common stock of the International Equity
Portfolio (the "Portfolio") of AMT Capital Fund, Inc. (the "Fund")
registered in the name of the undersigned at the Special Meeting of
Shareholders to be held at the offices of the Fund at 430 Park Avenue,
New York, N.Y. 10022, on May 17, 1995 at 10:00 a.m. and at any
adjournments thereof:
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
1 To approve a new Investment Advisory Agreement between
the Fund, on behalf of the Portfolio, and Harding,
Loevner Management, L.P. FOR_____AGAINST_____ABSTAIN______
2. To transact such other business as may properly come before the
meeting.
The shares of common stock represented by this Proxy will be voted in
accordance with the specifications made above. If no specifications are
made, such shares will be voted FOR Proposal 1.
Address Change
I (we) do___ do not___ expect to be present at the meeting.
and/or Comments Mark Here ______
PROXY DEPARTMENT
NEW YORK, NY 10022
Receipt acknowledged of the Proxy Statement for Special
Meeting of Stockholders to be held on May 17, 1995.
Date______________________________________,1995
______________________________________________
Signature
______________________________________________
Signature
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Votes must be indicated (x) in Black or Blue ink. x
