AMT CAPITAL FUND, INC.
600 Fifth Avenue
26th Floor
New York, New York 10020
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U.S. Selected Growth Portfolio
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Notice Of Special Meeting Of Stockholders
To Be Held On July 12, 1996
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Notice is hereby given that a Special Meeting (the "Meeting") of
Stockholders (the "Stockholders") of the U.S. Selected Growth Portfolio (the
"USG Portfolio") of AMT Capital Fund, Inc. (the "Fund") will be held at the
Fund's offices at 600 Fifth Avenue, 26th Floor, New York, New York 10020 on
July 12, 1996 at 10:00 a.m. Eastern Time for the following purposes:
(1) To approve or disapprove a proposal to liquidate all the assets of
the USG Portfolio and distribute the proceeds to Stockholders
pursuant to the provisions of the Plan of Complete Liquidation of
Portfolio; 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 June 21,
1996 as the record date for determination of Stockholders entitled to vote at
this Meeting or any adjournment thereof.
You are cordially invited to attend the Meeting. All Stockholders 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
June 21, 1996
SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY
TO AVOID ADDITIONAL EXPENSE IMPORTANT
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YOU CAN HELP THE USG 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 QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE INCLUDES RETURN POSTAGE. THE PROXY IS
REVOCABLE AT ANY TIME PRIOR TO ITS USE.
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AMT CAPITAL FUND, INC.
U.S. Selected Growth Portfolio
PROXY STATEMENT
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Special Meeting of Stockholders
to be held on July 12, 1996
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GENERAL INFORMATION
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 Stockholders (the "Stockholders") of the Fund's U.S. Selected
Growth Portfolio (the "USG 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 USG
Portfolio. The enclosed Notice of Meeting, proxy card and this Proxy Statement
will be first mailed to Stockholders on or about July 1, 1996. The Board of
Directors of the Fund has designated June 21, 1996 as the record date for
determining the owners of record of the outstanding shares of the USG
Portfolio.
The Meeting has been called to approve or disapprove a proposal to
liquidate all the assets of the USG Portfolio and distribute the proceeds to
Stockholders pursuant to the provisions of the Plan of Complete Liquidation of
Portfolio; and to transact such other business as may properly come before the
Meeting.
A COPY OF THE MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS OF THE LEHMAN BROTHERS
SELECTED GROWTH STOCK PORTFOLIO, BEFORE ITS REORGANIZATION INTO THE USG
PORTFOLIO ON MARCH 5, 1996, WAS PREVIOUSLY MAILED TO STOCKHOLDERS. THE FUND
WILL FURNISH, WITHOUT CHARGE A COPY OF THESE REPORTS TO ANY STOCKHOLDER UPON
REQUEST MADE TO THE FUND'S ADMINISTRATOR, AMT CAPITAL SERVICES, INC., 600 FIFTH
AVENUE, NEW YORK, NEW YORK 10020, TELEPHONE: (800) 762-4848.
USG PORTFOLIO INFORMATION
Stockholder Information. As of June 21, 1996, the USG Portfolio had
outstanding 753,428 shares of common stock, representing a total net asset
value of $10,504,449, each share being entitled to one vote.
PROXY PROCEDURES
Timely, properly executed proxies will be voted as Stockholders instruct.
Unless instructions to the contrary are marked, proxies will be voted FOR the
proposal 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 USG Portfolio is required to constitute a quorum at
the Meeting. Shares held by Stockholders 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 USG
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 the proposal are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit solicitation of
proxies. Such solicitation may be made by mail, telephone, facsimile and other
similar means. Such solicitations may be conducted by, among others, officers
and employees of the Fund, AMT Capital Advisers, Inc. and AMT Capital Services,
Inc. It is anticipated that the cost of such supplementary solicitation, if
any, will be nominal.
Any adjournment of the Meeting 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.
Approval of Proposal One requires the affirmative vote of more than 50%
of the outstanding shares of the USG Portfolio.
Proposal One. PROPOSAL TO LIQUIDATE ALL THE ASSETS OF THE U.S. SELECTED
GROWTH PORTFOLIO AND DISTRIBUTE THE PROCEEDS TO STOCKHOLDERS
PURSUANT TO THE PROVISIONS OF THE PLAN OF COMPLETE LIQUIDATION OF
PORTFOLIO
THE LIQUIDATION IN GENERAL
AMT Capital Fund, Inc. (the "Fund") proposes to liquidate all the assets
of the U.S. Selected Growth Portfolio (the "USG Portfolio") and distribute the
proceeds to Stockholders pursuant to the provisions of the Plan of Liquidation
of Portfolio (the "Plan") as approved by the Fund's Board of Directors (the
"Board") at a Special Board Meeting of the Board of Directors on May 30, 1996
("Special Board Meeting"). The Plan provides for the complete liquidation of
all of the assets of the USG Portfolio. In light of the developments discussed
below, AMT Capital Advisers, Inc. (the "Adviser") and Delphi Asset Management
(the "Sub-Adviser") have begun the orderly liquidation of the USG Portfolio's
assets at market prices and on such terms and conditions as the Adviser and
Sub-Adviser shall determine to be reasonable and in the best interests of the
USG Portfolio and its Stockholders. The Sub-Adviser will use its best efforts
to sell the USG Portfolio's securities at the best available price.
At the Special Board Meeting, the Board determined that an orderly
liquidation of the USG Portfolio's assets was in the best interests of the
Stockholders and suspended further sales of the USG Portfolio's shares
effective as of 4:00 p.m. May 30, 1996. The Board also determined that the USG
Portfolio should change its net asset value per share pricing methodology to
value its unlisted (over-the-counter) securities at the most recent bid price
available that more closely reflects the price at which securities may be sold.
This change was effective on June 3, 1996. In the event the Plan is not
adopted, the Board will consider what alternative actions, if any, should be
taken to preserve the value of the Stockholders' interests in the USG
Portfolio.
REASONS FOR THE LIQUIDATION
The Adviser, also the sponsor of the USG Portfolio, determined in late
May 1996 to end its involvement with the manager of manager fund business for
portfolios with under $100 million in assets due to a recent strategic
business analysis, the conclusion of which was that the long term economics of
the business for such portfolios would not meet the firm's return criteria.
The decision was taken in response to a number of events which occurred in the
months since it contracted to acquire the business of managing the U.S.
Selected Growth Portfolio from Lehman Brothers Global Asset Management in
October, 1995. The Adviser subsequently advised the Board of its decision.
The Adviser also advised the Board of the resignation of the Sub-Adviser of
the USG Portfolio effective July 22, 1996.
At the Special Board Meeting, the Adviser reported on the range of
alternative approaches for the USG Portfolio. The Board considered the
following issues with respect to each:
(i) Retaining the services of another Sub-Adviser to advise the USG
Portfolio. The USG Portfolio, formerly known as the Lehman Selected Growth
Stock Portfolio of Lehman Brothers Funds, Inc. ("Lehman Fund"), was reorganized
on March 5, 1996 pursuant to the approval of the Lehman Fund's Plan of
Reorganization approved by its Stockholders. The Plan of Reorganization stated
that the rationale for the merger into the USG Portfolio was primarily that
Stockholders would be able to continue to access the portfolio management
skills of Susan Hirsch. It is the Adviser's opinion that while a Sub-Adviser
with a substantially similar approach could be identified for the USG
Portfolio, because of the relatively small amount of assets under management in
the USG Portfolio and the fact that the Adviser could not be certain that the
USG Portfolio's assets would remain in the USG Portfolio if Ms. Hirsch were no
longer the portfolio manager, the USG Portfolio may be detrimentally affected
by such an effort.
(ii) Merger or sale of the USG Portfolio into an investment company with
the same investment objectives and policies. The Adviser reported that it
found this not to be a realistic alternative because of the relatively small
amount of assets under management in the USG Portfolio and the fact that the
Adviser could not assure to any potential merging or acquiring fund that the
USG Portfolio's assets would remain in the USG Portfolio.
(iii) Prompt liquidation of the USG Portfolio. Due to the strong
relative performance of the USG Portfolio since its inception in May, 1994, the
Adviser noted to the Board that a liquidation would have the effect of allowing
Stockholders to benefit from the returns and gains achieved by the USG
Portfolio without seeing those gains reduced over time by an unsatisfactory
execution of one of the other alternatives. Additionally, the liquidation of
the assets and termination of the USG Portfolio would have the effect of
permitting the USG Portfolio's Stockholders to invest the distributions to be
received by them upon the USG Portfolio's liquidation in investment vehicles of
their own choice.
The Adviser informed the Board that it had considered the viability of
each alternative and had concluded that a prompt liquidation of the USG
Portfolio was the only viable alternative consistent with the best interests of
the USG Portfolio even though liquidation of the USG Portfolio would be a
taxable transaction for Stockholders. See "Federal Income Tax Consequences"
below. The Adviser consequently requested that the Board, at its Special Board
Meeting, consider the liquidation of the USG Portfolio pursuant to the Plan of
Complete Liquidation of Portfolio (the "Plan") attached to this Proxy Statement
as Exhibit A.
After a discussion of all available options, the Board concluded that a
liquidation of the USG Portfolio was in the best interests of the USG Portfolio
and its Stockholders. The Board, including all of the Directors who are not
"interested persons" of the Fund (as that term is defined in the Investment
Company Act of 1940), unanimously adopted a resolution declaring the proposed
liquidation of Portfolio advisable and directed that it be submitted to the
Stockholders for consideration. The Board also suspended further sales of
shares of the USG Portfolio.
The Board subsequently instructed the Adviser, Sub-Adviser, and
portfolio manager to pursue a policy of orderly liquidation of USG Portfolio's
holdings. The Board further authorized the elimination of the voluntary
expense cap of 2.10% of the Class B shares of the USG Portfolio and 1.00% of
the Class A shares of the USG Portfolio effective June 1, 1996 since the USG
Portfolio's service providers no longer have a rationale for subsidizing these
expenses in the anticipation of future growth. However, the Adviser and Sub-
Adviser will continue to waive all of their fees through the date of the
liquidation as they have done since March 6, 1996 (the commencement date of
their respective investment management contracts). The Sub-Adviser's
obligation to waive fees ceases on July 22, 1996.
The Board also authorized that all remaining fund expenses from June 1,
1996 through the date of the liquidation, with the exception of the 12b-1 fees
and the administrator's fee, be estimated and charged to each class of shares
as a one-time charge of $164,289 on June 3, 1996 (this charge was
approximately $.035 for Class A Shares and $.072 for Class B Shares). The
charge included all outstanding expenses of the USG Portfolio, including
various liquidation-related expenses and unamortized organizational costs, but
(as noted above) excluded any and all investment advisory and sub-advisory
fees which will be waived through the date of liquidation. Since asset levels
cannot be accurately predicted between June 1, 1996 and the date of
liquidation, the Board directed management to make the one-time charge at the
time of Stockholder's notification of the liquidation to ensure that all
Stockholders were affected proportionally by the charge.
In the event that the Stockholders do not approve the Plan, the Board
will continue to search for other alternatives for the USG Portfolio.
PLAN OF COMPLETE LIQUIDATION OF PORTFOLIO
The Plan provides for the complete liquidation of all of the assets of
the USG Portfolio. As indicated above, the Adviser and the Sub-Adviser have
begun the orderly liquidation of the USG Portfolio's assets at market prices
and on such terms and conditions as the Adviser and Sub-Adviser shall determine
to be reasonable and in the best interests of the USG Portfolio and its
Stockholders. At the Special Board Meeting, the Board determined that an
orderly liquidation of the USG Portfolio's holdings over a longer period of
time would decrease the probability of having to sell portfolio securities at
unfavorable prices. The Sub-Adviser will use its best efforts to sell the USG
Portfolio's securities at the best available price in the market at the time of
sale.
LIQUIDATION VALUE
If the Plan is adopted by the USG Portfolio's Stockholders at the
Meeting, as soon as practicable after the consummation of the liquidation of
the USG Portfolio's securities and the payment of, or reserve for, all the USG
Portfolio's known liabilities and obligations, USG Portfolio's Stockholders
will receive a distribution of the proportionate share of their proceeds of
such liquidation, which will be in the amount equal to the net asset value of
their shares of the USG Portfolio (the "Liquidation Distribution"), which is
expected to occur on the Fund business day next following the date of the
Meeting (including any adjournments thereof).
None of the Stockholders of the USG Portfolio will be entitled to
exercise any dissenter's rights or appraisal rights with respect to the
liquidation or dissolution of the Portfolio.
FEDERAL INCOME TAX CONSEQUENCES
The following summary provides general information with regard to the
federal income tax consequences to Stockholders on receipt of the Liquidation
Distribution from the USG Portfolio pursuant to the provisions of the Plan.
This summary also discusses the effect of federal income tax provisions on the
USG Portfolio resulting from its liquidation and dissolution. The Fund,
however, has not sought a ruling from the Internal Revenue Service (the
"Service") with respect to the liquidation of the USG Portfolio. This summary
is based upon the tax laws and regulations in effect on the date of this proxy,
and is subject to change by legislative or administrative action.
This summary of the federal income tax consequences is generally
applicable to Stockholders who are individual United States citizens (other
than dealers in securities) and does not address the particular federal income
tax consequences which may apply to Stockholders who are corporations, trusts,
estates, tax exempt organizations or non-resident aliens, for example. This
summary does not address state or local tax consequences. The tax consequences
discussed herein may affect Stockholders differently depending upon their
particular tax situations unrelated to the Liquidation Distribution, and
accordingly, this summary is not a substitute for careful tax planning on an
individual basis. STOCKHOLDERS MAY WISH TO CONSULT THEIR PERSONAL TAX ADVISERS
CONCERNING THEIR PARTICULAR TAX SITUATIONS AND THE IMPACT THEREON OF RECEIVING
THE LIQUIDATION DISTRIBUTION AS DISCUSSED HEREIN.
As discussed above, pursuant to the Plan, the USG Portfolio will sells
its assets and distribute the proceeds to its Stockholders. The USG Portfolio
anticipates that it will retain its qualification as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code") during
the liquidation period and will not be taxed on any of its net income from the
sale of its assets.
For federal income tax purposes, a Stockholder's receipt of the
Liquidation Distribution will be a taxable event in which the Stockholder will
be viewed as having sold his or her shares of the USG Portfolio in exchange for
an amount equal to the Liquidation Distribution that he or she receives. Each
Stockholder will recognize a gain or loss measured by the difference between
the adjusted tax basis in the shares and the aggregate Liquidation Distribution
received from the USG Portfolio. Assuming the shares are held as a capital
asset, the gain or loss will be characterized as a capital gain or loss. A
capital gain or loss attributable to the shares held for more than one year
will constitute a long-term capital gain or loss, while a capital gain or loss
attributable to shares held for not more than one year will constitute a
short-term, capital gain or loss.
The receipt of the 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 year 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
distributions from their IRAs due to the liquidation may be able to avoid the
above-described taxes and characteristics 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 Stockholder has not engaged in a
rollover from this IRA to another IRA or otherwise eligible retirement plan.
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 distribution plan to an eligible transferee plan. IRA
Stockholders who do not wish to roll over their Liquidation Distribution, or
which have rolled over their IRAs during the one-year period ending on the day
of receipt of the Liquidation Distribution, may contact the USG Portfolio's
transfer agent to make other arrangements for the transfer if 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 USG Portfolio must consult with their own tax advisers
regarding their personal tax results in this matter.
The foregoing summary sets forth general information regarding the
probable tax consequences to the USG Portfolio and to individual Stockholders
who are United States citizens which result from the liquidation of the USG
Portfolio, as previously discussed. No tax ruling has been or will be
requested from the Service regarding the payment or receipt of a Liquidation
Distribution. The statements above are, therefore, not binding on the Service,
and there can be no assurance that the Service will concur with this summary or
that the tax consequences to any Stockholder upon receipt of a Liquidation
Distribution will be as set forth above. EACH STOCKHOLDER SHOULD SEEK
INDEPENDENT COUNSEL REGARDING THE POSSIBLE FEDERAL TAX CONSEQUENCES OF
RECEIVING A LIQUIDATION DISTRIBUTION WITH RESPECT TO HIS OR HER INDIVIDUAL
CIRCUMSTANCES.
LIQUIDATION DISTRIBUTION
At present, the date on which the USG Portfolio will pay the Liquidation
Distribution to its Stockholders is not known to the USG Portfolio, but it is
anticipated that if the Plan is adopted by the Stockholders such liquidation
would occur on or shortly following July 13, 1996. Stockholders will receive
their Liquidation Distribution without any further action on their part.
The right of a Stockholder to redeem his or her shares of the USG
Portfolio at any time prior to the date of liquidation has not been impaired by
the adoption of the Plan. Therefore, a Stockholder may redeem in accordance
with the redemption procedure set forth in the USG Portfolio's current
prospectus without the necessity of waiting for the USG Portfolio to take any
action. The USG Portfolio does not impose any redemption charges.
CONCLUSION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
PROPOSED PLAN OF COMPLETE LIQUIDATION OF PORTFOLIO.
OTHER MATTERS
The Board does not know of any matters to be presented at the Meeting
other than those set forth in this Proxy Statement. If any other business
should come before the Meeting, the persons named in the accompanying proxy
will vote thereon in accordance with their best judgment.
ADDITIONAL INFORMATION
Investment Adviser and Sub-Adviser. The Fund's offices are located at
600 Fifth Avenue, New York, New York 10020. The USG Portfolio's investment
adviser is AMT Capital Advisers, Inc., a registered investment adviser with
offices at 600 Fifth Avenue, New York, New York 10020. The USG Portfolio's
sub-adviser is Delphi Asset Management a registered investment adviser with
offices at 485 Madison Avenue, New York, New York 10022.
Distributor and Administrator. AMT Capital Services, Inc., 600 Fifth
Avenue, New York, New York 10020, serves as the USG Portfolio's distributor and
administrator ("AMT Capital").
By Order of the Board of Directors
William E. Vastardis, Secretary
EXHIBIT A AMT CAPITAL FUND, INC.
U.S. SELECTED GROWTH PORTFOLIO
PLAN OF COMPLETE LIQUIDATION OF PORTFOLIO
This Plan of Complete Liquidation of Portfolio (the "Plan") of the U.S.
Selected Growth Portfolio, (the "USG Portfolio") a series of AMT Capital Fund,
Inc., a Maryland corporation (the "Fund"), has been approved by the Board of
Directors of the Fund (the "Board") as being advisable and in the best
interests of the USG Portfolio and its Stockholders. The Board has directed
that this Plan be submitted to the holders of the outstanding voting shares of
USG Portfolio's Common Stock (the "Stockholders") for their adoption or
rejection at a Special Meeting of Stockholders and has authorized the
distribution of a Proxy Statement (the "Proxy Statement") in connection with
the solicitation of proxies for such meeting. Upon such adoption, the USG
Portfolio shall completely liquidate in accordance with the requirements of the
Maryland General Corporation Law (the "MGCL") and the Internal Revenue Code of
1986, as amended (the "Code"), as follows:
1. Adoption of Plan. The effective date of the Plan (the "Effective
Date") shall be on the date on which the Plan is adopted by the Stockholders.
2. Sale or Distribution of Assets. As soon as practicable after the
Effective Date, but in no event later than the date that is one week following
approval of the Plan by Stockholders (the "Liquidation Period"), the USG
Portfolio shall have the authority to engage in such transactions as may be
appropriate to its complete liquidation, including, without limitation, the
consummation of the transactions described in the Proxy Statement.
3. Provisions for Liabilities. Within the Liquidation Period, the USG
Portfolio shall pay or discharge or set aside a reserve fund for, or otherwise
provide for the payment or discharge of, any liabilities and obligations,
including, without limitation, contingent liabilities.
4. Distribution to Stockholders. As soon as practicable after a vote
of approval of this Plan by the Stockholders of the USG Portfolio, the USG
Portfolio shall liquidate and distribute pro rata on the date of liquidation
(the "Liquidation Date") to its Stockholders of record as of the close of
business on the Liquidation Date all of the remaining assets of the USG
Portfolio in complete cancellation and redemption of all the outstanding shares
of the USG Portfolio, except for cash, bank deposits or cash equivalents in an
estimated amount necessary to (i) discharge any unpaid liabilities of the USG
Portfolio on USG Portfolio's books on the Liquidation Date, including, but not
limited to, income dividends and capital gain distributions, if any payable for
the period prior to the Liquidation Date, and (ii) pay such contingent
liabilities as the Fund's Board shall reasonably deem to exist against the
assets of the USG Portfolio on the Liquidation USG Portfolio's books.
5. Amendment or Abandonment of Plan. The Board may modify or amend
this Plan at any time without Stockholder approval if it determines that such
action is advisable and in the best interests of the USG Portfolio and its
Stockholders. If any amendment or modification appears necessary and in the
judgment of the Board will materially and adversely affect the interests of the
Stockholders, such amendment or modification will be submitted to the
Stockholders for approval. In addition, the Board may abandon this Plan
without Stockholder approval at any time prior to the filing its consummation
if it determines that abandonment would be advisable and in the best interests
of the USG Portfolio and its Stockholders.
6. 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 in
order to carry out the provisions of this Plan and effect the complete
liquidation of the USG Portfolio in accordance with the Code and MGCL as well
as the preparation of any tax returns.
7. Termination of Business Operations. As soon as practicable upon
adoption of the Plan, the USG Portfolio shall cease to conduct business except
as shall be necessary in connection with the effectuation of its liquidation.
AMT CAPITAL FUND, INC.
U.S. SELECTED GROWTH PORTFOLIO
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS of AMT Capital
Fund, Inc. on behalf of its U.S. Selected Growth Portfolio ("USG Portfolio"),
for use at a Special Meeting of Stockholders to be held at 600 Fifth Avenue,
New York, New York 10020 on July 12, 1996 at 10:00 a.m. New York Time.
The undersigned hereby appoints William E. Vastardis and Carla E.
Dearing, and each of them, with full power of substitution, to act as proxies
of the undersigned to vote at the above-stated Special Meeting of Stockholders,
and at all adjournments thereof, all shares of common stock of the USG
Portfolio that are held of record by the undersigned as of the record date,
with respect to Proposal One below, in accordance with the following
instruction and, with respect to any other matters that are properly brought
before the Meeting, in accordance with their discretion:
Please mark box in blue or black ink.
Proposal One. Proposal to liquidate the assets and dissolve the USG
Portfolio pursuant to the provisions of the Plan of
Complete Liquidation of Portfolio.
FOR____ AGAINST____ ABSTAIN___
In accordance with their discretion upon any other matters that may properly be
brought before the meeting, every properly signed proxy will be voted in the
manner specified thereon and, in the absence of such specification, will be
treated as GRANTING authority to vote FOR Proposal One.
Receipt of Notice of Special Meeting of Stockholders and Proxy Statement is
hereby acknowledged.
PLEASE SIGN, DATE AND RETURN PROMPTLY
_______________________________________
Sign here exactly as name(s) appears hereon
_____________________________________________
Dated____________________________1996
IMPORTANT: Joint owners must EACH sign. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your full
title as such.
