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SIGNATURE MAX KATCHER
TITLE EXEC. VICE PRES.
<TABLE> <S> <C>
<PAGE>
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<PAGE>
PROXY STEADMAN INVESTMENT FUND PROXY
1730 K STREET, N.W., WASHINGTON, D.C. 20006
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of Steadman Investment
Fund ("the Fund") for use at a special meeting of the shareholders of the Fund,
which meeting will be held on Thursday, December 18, 1997, at 10:00 a.m.,
Washington, D.C. time, at the executive offices of the Steadman Security
Corporation located at 1730 K Street, N.W., Washington, D.C. 20006 (the
"Meeting").
The undersigned shareholder of the Fund, revoking any and all previous
proxies heretofore given for shares of the Fund held by the undersigned
("Shares"), does hereby appoint the Board of Trustees, with full power of
substitution to each, to be the attorneys and proxies of the undersigned (the
"Proxies"), to attend the Meeting, and to represent and direct the voting
interest represented by the undersigned as of the record date for said Meeting
for the proposals specified below.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified below
in the squares provided, signed proxies will be cast "FOR" each Proposal. If no
direction is made for any Proposals, signed proxies will be voted "FOR" any and
all such Proposals. In their discretion, the Proxies are authorized to transact
and vote upon such other matters and business as may come before the Meeting or
any adjournments thereof.
1. FOR [_] AGAINST [_] ABSTAIN [_] To approve the Agreement and Plan of
Merger dated as of May 2, 1997, as
amended October 16, 1997, by and among
Steadman American Industry Fund,
Steadman Investment Fund, Steadman
Technology and Growth Fund (the
"Merging Funds"), and Steadman
Associated fund ("SAF") whereby the
Merging Funds will merge into SAF,
which will be renamed Steadman Security
Trust.
1. FOR [_] AGAINST [_] ABSTAIN [_] To ratify the selection of Reznick
Fedder & Silverman, P.C. to serve as
independent auditors of the Fund for
the current year.
- --------------------------------------------------------------------------------
(CONTINUED FROM OTHER SIDE)
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF STEADMAN
INVESTMENT FUND, WHICH RECOMMENDED A VOTE FOR THE PROPOSAL.
---
Dated ___________________________, 1997
_______________________________________
Signature of Shareholder
_______________________________________
Signature of Shareholder
This proxy may be revoked by the
shareholder(s) at any time prior to the
special meeting.
NOTE: Please sign exactly as your name
appears hereon. If shares are
registered in more than one name, all
registered shareholders should sign
this proxy; but if one shareholder
signs, this signature binds the other
shareholder. When signing as an
attorney, executor, administrator,
agent, trustee, or guardian, or
custodian for a minor, please give full
title as such. If a corporation, please
sign in full corporate name by an
authorized person. If a partnership,
please sign in partnership name by an
authorized person.
<PAGE>
[LETTERHEAD OF STEADMAN SECURITY CORPORATION APPEARS HERE]
PRESS RELEASE
Contact: Dr. Max Katcher
President
Steadman American Industry Fund
Steadman Associated Fund
Steadman Investment Fund
Steadman Technology and Growth Fund
(202) 223-1000, X12
For Immediate Release
December 18, 1997
SPECIAL MEETINGS OF SHAREHOLDERS OF THE
STEADMAN GROUP OF MUTUAL FUNDS
Washington, D. C. -- December 18, 1997 -- Special Meetings of the Shareholders
of the Steadman Group of Mutual Funds were held today. Since a quorum was not
present at the meetings of Steadman American Industry Fund and Steadman
Technology and Growth Fund, those meetings were adjourned until January 16, 1998
at 10:00 a.m.
The shareholders of Steadman Investment Fund and Steadman Associated Fund
approved the election of Reznick Fedder & Silverman to serve as its independent
auditor for the current year. The shareholders of Steadman Associated Fund also
elected three new trustees, William Mark Crain, Richard O. Haase and Paul F.
Wagner and ratified the Fund's Amended and Restated Trust Indenture, which among
other things changes the Fund's name to Steadman Security Trust and changed the
Fund's fundamental investment objective from primarily capital growth and
secondarily current income to primarily current income and secondarily to
maximize total return.
Steadman Investment Fund and Steadman Associated Fund also adjourned their
meetings until January 16, 1998 at 10:00 a.m. to consider the proposal to
approve the Agreement and Plan of Merger whereby Steadman American Industry
Fund, Steadman Investment Fund and Steadman Technology and Growth Fund will
merge into Steadman Security Trust. The affirmative vote of a majority of the
outstanding shares of each of the funds is required to approve the Merger
Agreement.
Max Katcher, President of each of the Funds said "Even though this is a
holiday period, I am confident that we will obtain a quorum for the American
Industry Fund and the Growth and Technology Fund and that the required votes
will approve the Merger Agreement when the adjourned meetings resume on January
16th."
Each of the Steadman Funds is a common-law business trust organized under the
laws of the District of Columbia. Each of the Steadman Funds is registered as
an open-end investment company under the Investment Company Act of 1940, as
amended. The Steadman Funds are currently seeking shareholder approval for a
merger of the Steadman Funds pursuant to a proxy statement/prospectus dated
October 22, 1997.
<PAGE>
[LETTERHEAD OF STEADMAN SECURITY CORPORATION APPEARS HERE]
PRESS RELEASE
Contact: Dr. Max Katcher
President
Steadman American Industry Fund
Steadman Security Trust
Steadman Investment Fund
Steadman Technology and Growth Fund
For Immediate Release
January 16, 1998
SPECIAL MEETINGS OF SHAREHOLDERS OF THE
STEADMAN GROUP OF MUTUAL FUNDS
Washington, D. C. -- January 16, 1998 -- The Adjourned Special Meetings of
the Shareholders of the Steadman Group of Mutual Funds were held today. Since
necessary quorums were not present at the meetings the meetings of all of the
Funds were adjourned until February 26, 1998 at 10:00 a.m.
Each of the Steadman Funds is a common-law business trust organized under
the laws of the District of Columbia. Each of the Steadman Funds is registered
as an open-end investment company under the Investment Company Act of 1940, as
amended. The Steadman Funds are currently seeking shareholder approval for a
merger of the Steadman Funds pursuant to a proxy statement/prospectus dated
October 22, 1997.
<PAGE>
STEADMAN INVESTMENT FUND
April 17, 1998
Dear Shareholder;
This Letter is to inform you of the results of the Adjourned Special
Meetings of Shareholders of the Steadman Mutual Funds, held on December 8, 1997.
The principal purpose of these meetings was to consider and act on a proposal
to approve a merger agreement whereby Steadman American Industry Fund, Steadman
Investment Fund and Steadman Technology and Growth Fund would merge into
Steadman Associated Fund, to be renamed Steadman Security Trust.
Although the shareholders of both Steadman Investment Fund and Steadman
Associated Fund did approve the proposal, the Shareholders of Steadman American
Industry Fund and Steadman Technology and Growth Fund did not vote on the
proposal because a quorum for purposes of this vote was not obtained for either
fund despite vigorous efforts to contact each shareholder.
Accordingly, on March 4, 1998, the Trustees of Steadman Investment Fund
("Fund") determined to continue operating the Fund as a separate entity.
Sincerely yours,
Steadman Investment Fund
By:
----------------------------
Max Katcher, President
<PAGE>
EXHIBIT 99.5
INDEPENDENT AUDITORS' REPORT ON INTERNAL CONTROL
To the Board of Trustees of
Steadman Investment Fund
In planning and performing our audit of the financial statements and
financial highlights of Steadman Investment Fund for the year ended June 30,
1998, we considered its internal control, including procedures for
safeguarding securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and financial
highlights and to comply with the requirements of Form N-SAR, not to provide
assurance on internal control.
The management of Steadman Investment Fund is responsible for
establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls. Two of the objectives of
internal control are to provide management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or
disposition and that transactions are executed in accordance with management's
authorization and recorded properly to permit preparation of financial
statements in conformity with generally accepted accounting principles.
Because of inherent limitations in any internal control, errors, fraud
or instances of noncompliance may occur and not be detected. Also, projection of
any evaluation of internal control to future periods is subject to the risk that
it may become inadequate because of changes in conditions or that the
effectiveness of the design of controls may deteriorate.
Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the specific internal control components does not reduce to a relatively low
level the risk that errors or fraud in amounts that would be material in
relation to the financial statements and financial highlights being audited may
occur and not be detected within a timely period by employees in the normal
course of performing their assigned functions. However, we noted a certain
matter, as noted below, involving internal control and its operations, including
procedures for safeguarding securities, that we considered to be a reportable
condition as of June 30, 1998, under standards established by the American
Institute of Certified Public Accountants. Reportable conditions involve matters
coming to our attention relating to significant deficiencies in the design or
operation of the internal control that, in our judgement, could adversely affect
the Fund's ability to record, process, summarize, and report financial data
consistent with the assertions of management in the financial statement.
During the year ended June 30, 1998, Steadman Investment Fund deviated
from its policy with respect to concentration of investments in any particular
industry or group of industries as recited in its registration statement.
Management should review its policies and determine compliance with such
policies at all times.
This report is intended solely for the information and use of the Board
of Trustees and management of Steadman Investment Fund and the Securities and
Exchange Commission.
/s/ Reznick Fedder & Silverman
Bethesda, Maryland
August 5, 1998
