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 18, 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
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IMPORTANT
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 SPECIAL 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 June 21,
1996. The Board of Directors of the Fund has designated June 18, 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 18, 1996, the USG Portfolio
had outstanding ________________ shares of common stock representing a
total net asset value of _______________ each share being entitled to
one vote.
As of June 18, 1996, 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
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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 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.
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 interest
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 Directors of the subsequent 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 objective 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 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 $196,683 (reduced to
$164,289 by fees waived by the Adviser and Sub-Adviser) 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 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. In no event
will any of the portfolio securities owned by the USG Portfolio be sold at
a price which is less than the best price available in the public 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 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, NY 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, NY 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 acts 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 be 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.
