<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
STRALEM FUND, INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules14a-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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(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
Rule0-11(a)(2) and identify the filing for which the 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>
STRALEM FUND, INC.
405 PARK AVENUE
NEW YORK, NEW YORK 10022
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 9, 1997
To the Stockholders of
STRALEM FUND, INC.:
The Annual Meeting of Stockholders of Stralem Fund, Inc., a Delaware
corporation, will be held at 405 Park Avenue, Fourteenth Floor, New York, N.Y.
on April 9, 1997 at 11:30 A.M., local time, for the following purposes:
(1) To elect three Directors of the Fund;
(2) To amend the Fund's investment restrictions to allow the purchase of
options on securities traded over the counter where the Fund has previously
entered into a short sale in connection with such security;
(3) To ratify or reject the selection by the Board of Directors of
Richard A. Eisner & Company as independent accountants for the Fund; and
(4) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on February 28, 1997
as the record date for determination of the stockholders entitled to notice of,
and to vote at, the Meeting.
By Order of the Board of Directors
Hirschel B. Abelson
Secretary
March , 1997
Stockholders who do not expect to attend in person are requested to fill in,
date, sign and return the proxy card in the enclosed envelope, which requires no
postage if mailed in the United States.
<PAGE>
PRELIMINARY PROXY STATEMENT
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STRALEM FUND, INC.
405 PARK AVENUE
NEW YORK, NEW YORK 10022
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P R O X Y S T A T E M E N T
-------------------------------
The company proxy is solicited by the Board of Directors of Stralem Fund,
Inc. (the "Fund") for use at the Annual Meeting of Stockholders to be held on
April 9, 1997, and is being mailed, together with this Proxy Statement, to the
Fund's stockholders on or about March , 1997. A stockholder giving a proxy
may revoke it at any time prior to its exercise by written notice to the
Secretary of the Fund, which notice may take the form of a later dated proxy. A
stockholder attending the meeting may vote in person whether or not he has
previously filed a proxy, and his vote at the meeting shall revoke all prior
proxies.
It is expected that solicitation of proxies will be primarily by mail.
Proxies may also be solicited by regular employees of the Fund and Stralem &
Company Incorporated, Investment Advisor to the Fund, at nominal cost. The cost
of solicitation will be borne by the Fund.
All shares represented by the proxy, if properly executed and received in
time for the meeting, will be voted in the manner specified therein. If not
otherwise specified, the shares will be voted for Items 1, 2 and 3 of the
attached Notice of Annual Meeting.
The Fund has only one class of capital stock and each of the shares
outstanding on the record date, February 28, 1997, will be entitled to one vote.
To the knowledge of the Fund, as of February 28, 1997, except as set forth under
"Security Ownership of Certain Beneficial Owners" below, no person owned
beneficially more than 5% of the outstanding shares of the Fund.
An affirmative vote of a plurality of one-third of the outstanding voting
securities of the Fund is necessary for the election of directors. An
affirmative vote of the lesser of (i) 67% or more of the shares present or by
proxy (if more than one-half of the outstanding shares are present at the Annual
Meeting) or (ii) more than one half of the outstanding shares of the Fund is
necessary for the approval of the proposal to amend the Fund's investment
restrictions to allow the purchase options on securities traded over-the-counter
in certain limited circumstances.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
At the meeting three directors are to be elected, each director to hold
office until the next annual meeting and their respective successors are elected
and qualify. In December 1996, William A. Hertan, a director of the Fund since
1974, died. The Board has not yet selected a replacement for Mr. Hertan's seat
on the Board, but intends to fill such vacancy as soon as practicable. The
persons named in the proxy, who have been designated by the management, intend
unless otherwise instructed to vote for the election to the Board of Directors
of the persons named below, all of whom were elected at the last annual meeting
of the Fund's stockholders. The Board of Directors has an audit committee
consisting of Messrs. Hertan, Perlman and Ruff which met once in 1996. The Board
of Directors has no standing committees performing the functions of a nominating
or compensation committee. There were five meetings of the Board of Directors in
1996. Each director standing for re-election attended at least 75% of the
meetings. Certain information concerning such nominees follows:
<TABLE>
<CAPTION>
CURRENT PRINCIPAL
NAME, POSITION HELD IN OCCUPATION AND PRINCIPAL
THE FUND/AGE DIRECTOR SINCE DURING PAST FIVE YEARS
- --------------------------------------------- ------------------- ---------------------------------------------
<S> <C> <C>
Philippe E. Baumann(1) April 20, 1972 Mr. Baumann has been a Director and
Director and President/66 Vice-President of Stralem & Company
Incorporated since 1970. Since June 1, 1973,
he has been its Executive Vice-President.
Kenneth D. Pearlman February 6, 1974 Mr. Pearlman has been Managing Director of
Director/66 Evans Partnership, an investment partnership,
since 1992.
Jean Paul Ruff April 23, 1980 Mr. Ruff has been President of Hawley Fuel
Director/62 Corporation since 1976 and Chairman since
1980.
</TABLE>
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(1) Interested person as defined in the Investment Company Act of 1940, as
amended, by reason of his relationship as a director and officer.
Each of the nominees has consented to being named in this proxy statement
and to serve if elected. None of the nominees is expected to become unavailable
for election. However, should this occur, the proxy confers discretionary power
to vote in favor of a substitute nominee or nominees, and it is the intention of
the persons named in the proxy to vote for such other person or persons as the
management may recommend.
The Fund pays each director of the Fund who is not an employee of Stralem &
Company Incorporated, a director's fee of $200 for each meeting attended in
1996, subject to a maximum of $1,200 a year, and reimburses them for their
out-of-pocket expenses incurred on Fund business. In 1996 the Fund paid an
aggregate of $2,800 in director's fees, as follows: Jean Paul Ruff, $800;
William A. Hertan, $1,000; and Kenneth D. Pearlman, $1,000. No directors'
out-of-pocket expenses were claimed or reimbursed.
PROPOSAL 2: AMENDMENT OF INVESTMENT RESTRICTIONS
The Fund is permitted to engage in short sales of securities, subject to the
limitation that, at the time of any such sale, it owns not less than the amount
of such security sold short and or other securities convertible or exchangeable
into such amount. (A short sale is a sale of securities not owned at the time of
sale anticipating the price to fall and the securities to be repurchased at a
profit. A person selling short borrows the equivalent securities to be delivered
to the buyer and eventually buys the securities to return to the buyer. In the
case of the type of short sales made by the Fund (referred to as a "short sale
against
2
<PAGE>
the box"), the Fund already owns the stock being sold, but keeps possession of
it, and therefore has to borrow the equivalent stock to deliver to the
purchaser.)
In certain instances, the Fund may engage in a short sale with respect to an
option on securities. (Options may be either put options or call options, which
are respectively, the right to buy or sell a security at a specific price
expiring at a certain time.) Assuming that the option has not expired, the Fund
will eventually be required to purchase the option to return to the buyer and
close out the short sale.
On very limited occasions, the Fund may deem it advisable to engage in short
sales of options traded in the over-the-counter market (as opposed to a security
listed on a major stock exchange). The Fund's Investment Restriction Number 10
states, in part, that the Fund will not purchase options traded over the
counter. This restriction was adopted before the dramatic improvement in the
composition and quality of securities traded in certain segments of the
over-the-counter market, particularly the National Market of the Nasdaq Stock
Market, and was intended to reduce the Fund's ability to engage in higher risk
transactions associated with the over-the-counter market. Because of this
restriction, however, in situations where the Fund has previously entered into a
short sale with respect to an option, the Fund would not be permitted to
repurchase the option to close out the short sale. Therefore, the Fund is
seeking shareholder approval to amend the Fund's investment restrictions to
permit the Fund to purchase call options on securities traded in the
over-the-counter market, but only in circumstances where the Fund has previously
engaged in a short sale with respect to such security and the purchase of the
security is necessary to complete the short sale.
Therefore, if approved, the pertinent portion of investment restriction
Number 10 as amended will read as follows:
"The Fund will not purchase options on securities traded
over-the-counter, provided, however, that the Fund shall be
permitted to purchase call options on securities traded
over-the-counter to complete a short sale with respect to such
securities previously entered into by the Fund."
The Fund expects to engage in the short sales of options described above on
a very occasional basis and only in investment situations which otherwise meet
the Fund's investment criteria and prudent standards of investment. Accordingly,
management of the Fund does not believe that the amendment to the Fund's
investment restrictions will materially alter the Fund's investment risks.
The Board of Directors of the Fund has unanimously approved the foregoing
amendment to the Fund's investment restrictions and recommends that the
shareholders of the Fund vote in favor of this proposal.
PROPOSAL 3: AUDITORS
Pursuant to the Investment Company Act of 1940, a majority of those members
of the Board of Directors of the Fund who are not interested persons of the Fund
has selected Richard A. Eisner & Company, 575 Madison Avenue, New York, N.Y.
10022, as accountants for the Fund with respect to its 1997 fiscal year and
recommended that such selection be ratified. Neither the firm nor any of its
members has any direct or indirect financial interest in or any connection with
the Fund in any capacity other than as auditors. The Board of Directors of the
Fund has an audit committee as described above.
Representatives of Richard A. Eisner & Company will be present at the
meeting with the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.
3
<PAGE>
AFFILIATION OF OFFICERS AND CERTAIN DIRECTORS OF THE
FUND WITH THE INVESTMENT ADVISOR
There are certain personnel affiliations between the Fund and the Investment
Advisor. Philippe E. Baumann, the President and a director of the Fund, is the
Executive Vice-President and a director of the Investment Advisor. Hirschel
Abelson, the Secretary and Treasurer of the Fund is also the President of
Stralem & Company Incorporated. Michael T. Rubin, Vice-President of the Fund, is
also an Assistant Vice-President and Assistant Secretary of the Investment
Advisor.
The names and principal occupations of the officers and directors of the
Investment Advisor are:
<TABLE>
<CAPTION>
NAME AND TITLE PRINCIPAL OCCUPATION
- --------------------------------------------- -------------------------------------------------------------------
<S> <C>
Hirschel B. Abelson,(1,2) President President of Stralem & Company Incorporated
Philippe E. Baumann,(1,2) Director Executive Vice President of Stralem & Company Incorporated
Executive Vice-President
M. Joel Unger,(1,2) Director and Vice President of Stralem & Company Incorporated
Vice President
Irene Bergman,1 Assistant Vice- Assistant Vice-President of Stralem & Company Incorporated
President
Michael T. Rubin,1 Assistant Vice Assistant Vice-President and Assistant Secretary of Stralem &
President and Assistant Secretary Company Incorporated
</TABLE>
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(1) Except for Mr. Unger the address of each of the foregoing is 405 Park
Avenue, New York, New York 10022. Mr. Unger's Address is 1650 Yeates Street,
Denver, Colorado 80203.
(2) Messrs. Hirschel B. Abelson, Philippe E. Baumann and M. Joel Unger each own
33.3% of the outstanding voting Common Shares of the Investment Advisor and,
together, control the Investment Advisor. Messrs. Abselson, Baumann and
Unger, together with members of their families, also own 100% of the
outstanding non-voting Common Shares of the Investment Advisor.
EXECUTIVE OFFICERS
The following table identifies the current executive officers of the Fund:
<TABLE>
<CAPTION>
IN CURRENT CURRENT POSITION WITH THE
NAME AGE POSITION SINCE FUND AND PAST POSITIONS HELD
- ------------------------ --- ---------------------- ----------------------------------------------------------
<S> <C> <C> <C>
Philippe E. Baumann 66 June 20, 1973 President; Vice President from March 17, 1972 to June 20,
1973
Michael T. Rubin 56 October 31, 1974 Vice President since October 31, 1974
Hirschel B. Abelson 63 December 12, 1989 Treasurer and Secretary
</TABLE>
4
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following persons own more than five (5%) percent of the sole class of
the capital stock of the Fund as of February 28, 1997:
<TABLE>
<CAPTION>
NAME OF BENEFICIAL ADDRESS AMOUNT AND NATURE OF
OWNER BENEFICIAL OWNERSHIP(1) OF CLASS PERCENT
- -------------------------------------- ------------------------- -------------------------------------- -----------
<S> <C> <C> <C>
Stralem Employees' shares %
Profit Sharing 405 Park Avenue
Trust............................... New York, NY 10022
Gunther & Co.-- 4 World Trade Center shares(2) %
Swiss Bank............................ New York, NY 10008
All officers and shares(3) %
directors of the
Fund as a group.....................
</TABLE>
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(1) Unless otherwise indicated, all ownership is record and beneficial.
(2) Record only.
(3) Does not include an aggregate of shares beneficially owned by wives
or children of certain of such officers and directors, as to which shares
said officers and directories disclaim any beneficial interest. See table
under "Security Ownership of Management" below for further information.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the ownership of the sole class of the
capital stock of the Fund by all directors and nominees, and by the directors
and officers of the Fund as a group, as of February 28, 1997:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL
NAME OWNERSHIP* PERCENT OF CLASS
- ------------------------------------------------------------------------- -------------------- -----------------------
<S> <C> <C>
Philippe E. Baumann...................................................... shares(1) %
Kenneth D. Pearlman...................................................... shares %
Jean Paul Ruff........................................................... shares(2) %
All Officers and Directors
of the Fund as a Group................................................. shares(3) %
</TABLE>
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* Unless otherwise indicated, all ownership is record and beneficial.
(1) Does not include shares in the aggregate owned by two children of Mr.
Baumann, and shares owned by his wife, but includes shares owned
beneficially by Mr. Baumann through his interest in Stralem Employees'
Profit Sharing Trust and shares held directly.
(2) Does not include shares owned in the aggregate by two children of Mr.
Ruff and shares held by Mr. Ruff's wife in custody for his daughter,
of which shares be disclaims beneficial ownership.
(3) Does not include shares beneficially owned by wives or children of
certain of such officers and directors, as to which shares said officers and
directors disclaim any beneficial interest.
STOCKHOLDER PROPOSALS
A proposal submitted by a stockholder for action at the Fund's annual
meeting in 1998 must be received at the Fund's principal executive office in New
York, New York no later than December 31, 1997 in order to be included in the
Fund's proxy statement for that meeting.
5
<PAGE>
OTHER ACTION
The management knows of no business which will be presented for action at
the meeting other than Items 1, 2 and 3 of the attached Notice of Annual
Meeting.
If any other matters do properly come before the meeting, it is intended
that the proxy shall be voted in accordance with the judgment of the person or
persons exercising at the meeting the authority conferred by the proxy.
6
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<TABLE>
<S> <C>
STRALEM FUND, INC. The undersigned hereby appoints Philippe E. Baumann and Michael T. Rubin as
405 PARK AVENUE Proxies, each with the power to appoint his substitute, and hereby authorizes
NEW YORK, NEW YORK 10022 them to represent and to vote, as designated below, all the shares of common
stock of Stralem Fund, Inc. held of record by the undersigned on February 28,
1997, at the annual meeting of shareholders to be held on April 9, 1997 or any
adjournment thereof.
</TABLE>
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS WITHOLD AUTHORITY
FOR all nominees listed below to vote for all nominees listed below / /
(except as marked to the contrary below) / /
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Philippe E. Baumann, Kenneth D. Pearlman, Jean Paul Ruff
2. PROPOSAL TO AMEND FUND'S INVESTMENT RESTRICTIONS TO ALLOW THE PURCHASE OF
SECURITIES TRADED OVER-THE-COUNTER WHERE THE FUND HAS PREVIOUSLY ENTERED
INTO A SHORT SALE IN CONNECTION WITH SUCH SECURITY.
<TABLE>
<S> <C> <C>
FOR / / AGAINST / / ABSTAIN / /
</TABLE>
3. PROPOSAL TO APPROVE THE APPOINTMENT OF RICHARD A. EISNER & COMPANY as the
independent public accountants of the corporation.
<TABLE>
<S> <C> <C>
FOR / / AGAINST / / ABSTAIN / /
</TABLE>
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(CONTINUED ON REVERSE SIDE)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDESIGNED STOCKHOLDER.
If no direction is made, this proxy will be voted FOR Proposals 1, 2 and 3.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as 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. If a
partnership please sign in partnership name by authorized person.
Dated ------------------------------------, 1997
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- ------------------------------------------------
Signature
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
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Signature if held jointly
