SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to ss.240.14a-11(c) or ss.240.14a-12
AVALON CAPITAL, INC.
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Name of Registrant as Specified In Its Charter
N/A
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Name of Person(s) Filing Proxy Statement if other than the Registrant
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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<PAGE>
5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which such offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
AVALON CAPITAL, INC.
34 Chambers Street
Princeton, New Jersey 08542
December 22, 1999
Dear Shareholder:
We are pleased to enclose the Notice and Proxy Statement for the Annual
Meeting of Shareholders of Avalon Capital, Inc. (the "Fund"), to be held at
10:00 a.m. (E.S.T.) on Monday, January 31, 2000 at the Equinox Hotel, 3567 Main
Street, Manchester Village, Vermont 05254.
Please take the time to read the Proxy Statement and cast your vote,
since it covers matters that are important to the Fund and to you as a
shareholder. At the Annual Meeting, Fund shareholders will be asked to consider
and vote on the following proposals:
1. To elect two (2) Directors to serve until their successors are
elected and qualified.
2. To ratify the selection of Deloitte & Touche LLP as independent
auditors for the Fund.
3. To transact such other business as may properly come before the
Annual Meeting of Shareholders or any adjournments thereof.
The Directors of the Fund have concluded that the proposals are in the
best interests of the Fund and its shareholders and recommend that you vote FOR
each of the proposals, which are described in more detail in the enclosed Proxy
Statement.
We appreciate your participation and prompt response in this matter and
thank you for your continued support.
Very truly yours,
Daniel E. Hutner
Chief Executive Officer and President
<PAGE>
AVALON CAPITAL, INC.
34 Chambers Street
Princeton, New Jersey 08542
(609) 683-3916
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 31, 2000
TO THE SHAREHOLDERS OF AVALON CAPITAL, INC.:
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders (the
"Meeting") of AVALON CAPITAL, INC. (the "Fund"), a registered investment
company, will be held on January 31, 2000 at 10:00 a.m. (E.S.T.), at the Equinox
Hotel, 3567 Main Street, Manchester Village, Vermont 05254 for the following
purposes:
1. To elect two (2) Directors to serve until their successors are
elected and qualified.
2. To ratify the selection of Deloitte & Touche LLP as independent
auditors for the Fund.
3. To transact such other business as may properly come before the
Annual Meeting of Shareholders or any adjournments thereof.
The close of business on December 17, 1999 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting and at any adjournment thereof.
Your attention is called to the accompanying Proxy Statement and Proxy
Card. Shareholders are encouraged to carefully read the Proxy Statement and vote
promptly by executing and returning the Proxy Card in the enclosed envelope.
Your vote is important for the purpose of ensuring a quorum at the annual
meeting. Your proxy may be revoked at any time before it is exercised by the
subsequent execution and submission of a revised proxy, by giving written notice
of revocation to the Fund at any time before the proxy is exercised or by voting
in person at the Meeting.
By Order of the Board of Directors
Michele Scheddin, Secretary
December 22, 1999
<PAGE>
AVALON CAPITAL, INC.
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 31, 2000
This Proxy Statement is furnished by and on behalf of the Board of
Directors of Avalon Capital, Inc. (the "Fund") in connection with the Fund's
solicitation of voting instructions for use at the Annual Meeting of
Shareholders of the Fund, or any adjournment thereof (the "Meeting") to be held
on January 31, 2000 at 10:00 a.m., (E.S.T.), at the Equinox Hotel, 3567 Main
Street, Manchester Village, Vermont 05254, for the purposes set forth below and
in the accompanying Notice of Annual Meeting. At the Meeting, the shareholders
of the Fund will be asked:
1. To elect two (2) Directors to serve until their successors are
elected and qualified.
2. To ratify the selection of Deloitte & Touche LLP as independent
auditors for the Fund.
3. To transact such other business as may properly come before the
Annual Meeting of Shareholders or any adjournments thereof.
The election of the nominees for Director and the ratification of the
selection of independent auditors require the affirmative vote of a simple
majority of shares represented at the Meeting either in person or by proxy,
assuming a quorum is present. Solicitation of proxies is being made primarily by
the mailing of this Notice and Proxy Statement with its enclosures on or about
December 29, 1999. Shareholders of the Fund whose shares of common stock are
held by nominees, such as brokers, can vote their proxies by contacting their
respective nominee. In addition to the solicitation of proxies by mail, officers
of the Fund and employees of Hutner Capital Management, Inc. ("Hutner Capital"
or the "Adviser"), without additional compensation, may solicit proxies in
person or by telephone, telegraph, facsimile, or oral communication. The Fund
will pay the cost of holding the Meeting, including the cost of printing and
mailing the Proxy Statement and Proxy Card, tabulating votes cast, and any
out-of-pocket expenses incurred with respect to the Meeting.
The Fund issues only one class of common stock ("Common Stock").
Shareholders of the Fund at the close of business on December 17, 1999 (the
"Record Date") will be entitled to be present and give voting instructions for
the Fund at the Meeting with respect to their shares of Common Stock owned as of
such Record Date. Shareholders will be entitled to one (1) vote for each full
share, and a partial vote for each partial share of the Fund that they own on
the Record Date on each matter. As of the Record Date, there were 853,204.317
shares of Common Stock outstanding and entitled to vote, representing total net
assets of approximately $15,043,067.
A shareholder may revoke the accompanying proxy at any time prior to
its use by delivering to the Secretary of the Fund a written revocation or duly
executed proxy bearing a later date. In addition, any shareholder who attends
the Meeting in person may vote by ballot at the Meeting, thereby canceling any
proxy previously given.
The persons named in the accompanying proxy will vote as directed by
the proxy, but in the absence of voting directions in any proxy that is signed
and returned, they intend to vote FOR each of the proposals
-1-
<PAGE>
and may vote in their discretion with respect to other matters not now known to
the Directors of the Fund that may be presented at the Meeting.
A majority of the outstanding shares of the Fund on the Record Date,
represented in person or by proxy, must be present to constitute a quorum for
the transaction of the Fund's business at the Meeting. If a quorum is not
present at the Meeting, or if a quorum is present but sufficient votes to
approve any or all of the Proposals are not received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. In determining whether to adjourn the Meeting, the
following factors may be considered: the nature of the Proposals that are the
subject of the Meeting, the percentage of votes actually cast, the percentage of
negative votes actually cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to the reasons for the
solicitation. Any adjournment will require the affirmative vote of a majority of
those shares represented at the Meeting in person or by proxy. A shareholder
vote may be taken on one or more of the Proposals in this proxy statement prior
to any adjournment if sufficient votes have been received with respect to a
Proposal. If a shareholder abstains from voting as to any matter, then the
shares held by such shareholder shall be deemed present at the Meeting of the
Fund for purposes of determining a quorum, but shall not be deemed represented
at the Meeting for purposes of calculating the vote with respect to such matter.
If a broker returns a "non-vote" proxy, indicating a lack of authority to vote
on a matter, then the shares covered by such non-vote shall be deemed present at
the Meeting for purposes of determining a quorum, but shall not be deemed
represented at the Meeting for purposes of calculating the vote with respect to
such matter.
INVESTMENT ADVISER
Hutner Capital Management, Inc., the Adviser, is a registered
investment adviser with the Securities and Exchange Commission. The Adviser was
initially incorporated in the State of New York on February 7, 1995 and was
reincorporated in New Jersey in 1996. Hutner Capital manages private accounts
for individuals, trusts, estates, institutions and pension and profit-sharing
plans totaling approximately $60 million. Hutner Capital has offices in
Manchester, Vermont as well as at 34 Chambers Street, Princeton, New Jersey
08542. Daniel Hutner is the sole stockholder of Hutner Capital and serves as the
Chairman of the Board and President. Mr. Hutner also serves as the General
Partner of each of Avalon Partners, L.P. and Hutner Special Situations Fund,
L.P.
Pursuant to the Advisory Agreement, Hutner Capital provides to the Fund
investment management and financial advisory services, including causing the
purchase and sale of securities in the Fund's portfolio subject at all times to
the policies set forth by the Board of Directors. Under the terms of the
Advisory Agreement, Hutner Capital supervises all aspects of the Fund's
investment operations.
OWNERSHIP OF SHARES
The following three (3) shareholders were known by the Fund to own of
record more than five (5%) percent of the outstanding shares of the Fund as of
December 17, 1999:
William Endicott, 6537 Broad Street, Bethesda, MD 20816,
43,686 shares (5.1%)
Anne Keiser, 3104 Hawthorne St-N.W., Washington, DC 20008,
53,815 shares (6.3%)
Winifred Thomas, RR#1, Box 69, Elizabethtown, NY 12932,
118,780 shares (13.9%)
-2-
<PAGE>
PROPOSAL 1 -TO ELECT TWO DIRECTORS TO SERVE UNTIL THEIR SUCCESSORS ARE
ELECTED AND QUALIFIED
At the Meeting, two Directors will be elected to serve as Directors of
the Fund, each to serve until their successors are duly elected and qualified.
There are currently five Directors sitting on the Board of Directors of the
Fund, having been elected since 1995. The Fund has provisions in its Articles of
Incorporation (the "Articles") and By-Laws that have the effect of limiting the
ability of other entities or persons to acquire control of the Fund. Section (2)
of Article VI of the Articles provides that the Board of Directors is to consist
of three classes of directors, Class I, Class II and Class III, one class to be
elected each year. At each annual meeting of shareholders, the term of one class
will expire and directors will be elected to serve in that class for three (3)
years. Thus, during a three year cycle, two directors will be elected in the
first year, another two directors will be elected in the second year and one
director will be elected in the third year. This provision makes it more
difficult for a third party to obtain control of the Fund by delaying the
replacement of a majority of the Board of Directors. A director may be removed
from office only by a vote of the holders of seventy-five (75%) percent of the
shares of the Fund entitled to be voted on the matter.
Class I, II and III currently consist of the following Directors:
Class I: William Endicott and Edward Rosen
Class II: Daniel E. Hutner and Donald Smith
Class III: Nancy W. Hutner
ONLY THE DIRECTORS IN CLASS I ARE HEREWITH BEING SUBMITTED TO THE
SHAREHOLDERS OF THE FUND AS NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
Both of the nominees in Class I, WILLIAM ENDICOTT and EDWARD ROSEN, are
currently Directors and were elected to the Board of Directors by the sole
shareholder of the Fund in 1995. Each nominee has consented to serve as a
Director, if elected; however, should any nominee become unavailable to accept
election, an event not now anticipated, the persons named in the proxy will vote
in their discretion for another person or persons who may be then nominated as
Director.
The members of the Board of Director, including the nominees, are set
forth in the following table. The table also sets forth information about each
of them individually, concerning age, address, principal occupation, business
experience for at least the last five (5) years, and ownership of shares in the
Fund. Neither nominee for Director is an "interested person" of the Fund as
defined in the Investment Company Act of 1940 ("Interested Directors").
-3-
<PAGE>
BOARD OF DIRECTORS OF THE FUND
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND OTHER NUMBER OF SHARES BENEFICIALLY
NAME (AGE) AND BUSINESS EXPERIENCE DURING THE OWNED AND PERCENT OF CLASS
ADDRESS PAST FIVE (5) YEARS AS OF DECEMBER 17, 1999
- -------------- ------------------------------ -----------------------------
<S> <C> <C>
William Endicott** (54) Director of the Fund; Senior Advisor 43,686 shares (5.1%)
Bethesda, MD 20816 to the Associate Administrator for
Communications and Public Liaison, Small
Business Administration, September 1997 to
1999; Director, Speakers Bureau, Democratic
National Committee, 1996 to 1997, Consultant,
1994 to 1996; Director, U.S. Canoe & Kayak
Team; Director, NAIC Growth Fund, 1995 to
1997; Consultant for organizing the 1996
Olympic Games, American Canoe Association,
1994 to 1996; Olympic Coach, U.S. National
Whitewater Canoe and Kayak Team, 1992; Head
Coach 1977 to 1992; Congressional Aide, U.S.
House of Representatives, 1970 to 1982.
- -------------------------------- -------------------------------------------- ---------------------------------------
Edward Rosen** (48) Director of the Fund; President, Star 15,360 shares (1.7%)
Star Children's Dress Co. Children's Dress Company, Inc. since
100 West 33rd Street 1985; Vice-President 1983-1985.
New York, NY 10001
- -------------------------------- -------------------------------------------- ---------------------------------------
*Daniel E. Hutner (50) Chairman of the Board of Directors, 97,351 shares (10.8%)
Hutner Capital Chief Executive Officer and President
Management, Inc. of the Fund; President, Hutner Capital
109 West Union Street Management since February 1995;
Box 379 Consultant, National Association of
Manchester Village, VT Investors Corp. 1995 to 1997;
05254 President, Pulsifer and Hutner, Inc.,
1990 to 1996; General Partner, Avalon
Partners, L.P. since 1990; General
Partner, Hutner Special Situations
Fund since 1994.
- -------------------------------- -------------------------------------------- ---------------------------------------
-4-
<PAGE>
PRINCIPAL OCCUPATION AND OTHER NUMBER OF SHARES BENEFICIALLY
NAME (AGE) AND BUSINESS EXPERIENCE DURING THE OWNED AND PERCENT OF CLASS
ADDRESS PAST FIVE (5) YEARS AS OF DECEMBER 17, 1999
- -------------- ------------------------------ -----------------------------
*Nancy W. Hutner (45) Director of the Fund; Vice President 5 shares (0%)
Hutner Capital and Treasurer of the Fund;
Management, Inc. Administrator, Avalon Partners, L.P.
109 West Union Street since 1990; Vice President, Hutner
Box 379 Capital Management since 1995;
Manchester Village, VT Consultant, Pulsifer and Hutner, Inc.
05254 1983 to 1996; Assistant to Director,
Development Administration,
Princeton University, 1980-1983;
Researcher, National Geographic
Society, 1976-1980.
- -------------------------------- -------------------------------------------- ---------------------------------------
Donald Smith (55) Director of the Fund; President, Don 1,103 shares (0%)
Don Smith Realty Smith Realty since 1971.
81 North Maple Avenue
Ridgewood, NJ 07450
- -------------------------------- -------------------------------------------- ---------------------------------------
Michele Scheddin (31) Secretary of the Fund; Vice President, 51 shares (0%)
Hutner Capital Manage- Hutner Capital Management since
ment, Inc. 1996; Assistant Portfolio Manager,
34 Chambers Street Pulsifer and Hutner, Incorporated,
Princeton, NJ 08542 1989-1996.
- -------------------------------- -------------------------------------------- ---------------------------------------
<FN>
* "Interested" Director
** Nominee for Director
</FN>
</TABLE>
As of the Record Date, Daniel E. Hutner owned ninety-seven thousand three
hundred fifty-one (97,351) shares (10.8%), William Endicott owned forty-three
thousand six hundred eighty-six (43,686) shares (5.1%), Edward Rosen owned
fifteen thousand three hundred sixty (15,360) shares (1.7%), Donald Smith owned
one thousand one hundred three (1,103) shares (0%), Nancy W. Hutner owned five
(5) shares (0%) and Michele Scheddin owned fifty-one (51) shares (0%) of the
Fund's outstanding shares. Daniel Hutner and Nancy Hutner are related by
marriage. As of December 17, 1999, the Directors and Officers of the Fund as a
group owned beneficially 17.4% of its outstanding shares.
-5-
<PAGE>
During the Fund's fiscal year ended August 31, 1999, the Board held eight
(8) Board of Directors meetings and two (2) Audit Committee meetings. Each of
the Directors attended at least seventy-five (75%) percent of the total meetings
held during such fiscal year.
COMMITTEES
The Board has an Audit Committee whose function is to meet with the
independent accountants of the Fund in order to review the scope of the Fund's
audit, the Fund's financial statements and interim accounting controls, and to
meet with Fund management concerning these matters, among other things. This
Committee currently consists of all of the Independent Directors (William
Endicott, Edward Rosen and Donald Smith). During 1998, the Audit Committee met
two (2) times. Each of the Independent Directors attended both of the Audit
Committee meetings. The Fund's Audit Committee will serve as the Nominating or
Compensation committee to the extent necessary.
REMUNERATION OF BOARD MEMBERS AND OFFICERS
The Fund pays each Director who is not an "interested person" as
defined in the Investment Company Act of 1940, an annual fee of $1,000, together
with such Director's actual out-of-pocket expenses related to attendance at such
meetings. The Fund does not compensate "interested persons" who serve on the
Board of Directors. For the year ending August 31, 1999 and thereafter, each of
the Fund's independent directors will receive a director's fee of $1,000.
Independent Directors will also continue to be reimbursed for any travel or
other expenses incurred for such attendance. The officers of the Fund are not
paid compensation by the Fund for their work as officers, and no fees are paid
to interested Directors for the performance of their duties.
-6-
<PAGE>
For the fiscal year ended August 31, 1999, the Directors listed below
received the following compensation:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED AUGUST 31, 1999
COMPENSATION TABLE
- --------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Pension or
Retirement Total
Benefits Estimated Compensation
Aggregate Accrued As Part Annual Benefits From Fund and
Name of Person, Compensation of Fund Upon Fund Complex
Position From Fund Expenses Retirement Paid to
Directors**
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DANIEL E. None None None None
HUTNER*
Director
- -----------------------------------------------------------------------------------
NANCY W. None None None None
HUTNER*
Director
- -----------------------------------------------------------------------------------
WILLIAM $1,000 None None $1,000
ENDICOTT
Director
- -----------------------------------------------------------------------------------
EDWARD $1,000 None None $1,000
ROSEN
Director
- -----------------------------------------------------------------------------------
DONALD $1,000 None None $1,000
SMITH
Director
- -----------------------------------------------------------------------------------
<FN>
* Interested Directors
** The Fund is the only fund in the Fund Complex. The executive officers of the
Fund are: Daniel E. Hutner, Nancy W. Hutner and Michele Scheddin.
</FN>
</TABLE>
RECOMMENDATION AND REQUIRED VOTE
The affirmative vote of the holders of a simple majority of the shares
of the Fund represented at the meeting, assuming a quorum is present, is
required to approve the election of the nominees of Class I.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS
THAT SHAREHOLDERS OF THE FUND VOTE FOR THE ELECTION OF THE NOMINEES
PROPOSAL 2. TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS
At a meeting of the Board held on October 26, 1999, the Board,
including a majority of Directors who are not "interested persons" as defined in
the 1940 Act, as well as the Directors who were members of the Audit Committee,
selected the accounting firm of Deloitte & Touche LLP to act as the independent
auditors of the Fund for the fiscal year ending August 31, 2000.
Deloitte & Touche LLP has served as independent auditors for the Fund
with respect to its financial statements since the inception of the Fund in
1995. Based upon a recommendation from the Adviser, the Directors deemed it
appropriate at the organizational meeting to select Deloitte & Touche LLP as
independent auditors. The Board selected Deloitte & Touche LLP after considering
that firm's experience as independent auditors to various investment companies
throughout the United States.
-7-
<PAGE>
During the Fund's two most recent fiscal years, there were no
disagreements with Deloitte & Touche LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of that firm, would
have caused it to make reference to the subject matter of the disagreement(s) in
connection with its report.
Deloitte & Touche LLP are independent auditors and have no direct
financial or material indirect financial interest in the Fund. Representatives
of Deloitte & Touche LLP are not expected to be at the Meeting but have been
given the opportunity to make a statement if they wish, and will be available
should any matter arise requiring their presence.
The Board's selection is submitted to the shareholders for
ratification.
RECOMMENDATION AND REQUIRED VOTE
The affirmative vote of the holders of a simple majority of the shares
of the Fund represented at the meeting, assuming a quorum is present, is
required for the ratification of the selection of independent auditors.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT SHAREHOLDERS OF THE FUND
RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE
FUND FOR THE YEAR ENDING AUGUST 31, 2000.
OTHER MATTERS TO COME BEFORE THE MEETING
The Fund's management does not know of any matters to be presented at
the Meeting other than those described in this Proxy Statement. If other
business should properly come before the Meeting, the proxy holders will vote
thereon in accordance with their best judgment.
SHAREHOLDER PROPOSALS
Stockholders wishing to submit proposals for inclusion in a Proxy
Statement for a subsequent stockholders' meeting should send their written
proposals addressed to the Secretary of the Fund at 34 Chambers Street,
Princeton, New Jersey 08542. Proposals must be received at a reasonable time
prior to the date of a meeting of stockholders to be considered for inclusion in
the materials for the Fund's meeting. Timely submission of a proposal does not,
however, necessarily mean that such proposal will be included.
REPORTS TO SHAREHOLDERS
The Fund will furnish, without charge, a copy of the Annual Report and
the most recent Semi-Annual Report regarding the Fund on request. Requests for
such reports should be directed to American Data Services, Inc., the Fund's
Administrator, at (609) 683-3916.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
U.S. securities laws require that the Fund's shareholders owning more
than 10% of outstanding shares, Directors, and officers, as well as affiliated
persons of the Fund's Adviser, report their ownership of the Fund's shares and
any changes in that ownership. During the calendar year ended December 31, 1998,
the filing dates for these reports were met. In making this disclosure, the Fund
has relied on the written representations of the persons affected and copies of
their relevant findings.
-8-
<PAGE>
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE
ASSURED, PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS
REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.
By Order of the Board of Directors
-------------------------------------
Michele Scheddin, Secretary
December 22, 1999
34 Chambers Street
Princeton, New Jersey 08542
-9-
<PAGE>
PROXY - AVALON CAPITAL, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
JANUARY 31, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned owner of Common Stock, par value $.001 per share (the "Common
Stock") of Avalon Capital, Inc. (the "Fund") hereby instructs Daniel E. Hutner
or Nancy W. Hutner ("Proxies") to vote the shares of the Common Stock held by
him at the Annual Meeting of Shareholders of the Fund to be held at 10:00 a.m.,
(E.S.T.), on January 31, 2000 at the Equinox Hotel, 3567 Main Street, Manchester
Village, Vermont, 05254, and at any adjournment thereof, in the manner directed
below with respect to the matters referred to in the Proxy Statement for the
Meeting, receipt of which is hereby acknowledged, and in the Proxies'
discretion, upon such other matters as may properly come before the meeting or
any adjournment thereof.
|X| Please mark your votes
as in this example. FOR AGAINST ABSTAIN
1. Election of Directors: o o o
For, except vote withheld from the following nominee(s):____________________
Nominee(s): William Endicott
Edward Rosen
2. Ratification of the selection of Deloitte & Touche LLP
as the Fund's independent accountants.
o o o
3. In their discretion to act upon such other matters as may properly
come before the Annual Meeting
or any adjournment thereof. o o o
This proxy, when properly executed, will be voted in the manner directed herein
by the stockholder. If no specification is made, this proxy will be voted in
favor of the above proposals.
Your proxy is important to assure a quorum at the Annual Meeting whether or not
you plan to attend the Meeting in person. You may revoke this proxy at any time,
and the giving of it will not effect your right to attend the Annual Meeting and
vote in person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE(S)_________________________DATE_____________
_________________________DATE_____________
NOTE: Please sign exactly as name appears. When shares are held as joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer and if a
partnership, please sign in the partnership name by authorized person.
