<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(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:
/ / 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 Material Pursuant to Section 240.14a-11(c) or Section
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 Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(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 Rule
0-11(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 8, 1998
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 8, 1998 at 11:30 A.M., local time, for the following purposes:
(1) To elect four Directors of the Fund;
(2) To ratify or reject the selection by the Board of Directors of Richard
A. Eisner & Company as independent accountants for the Fund; and
(3) 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, 1998
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 16, 1998
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>
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 8, 1998, and is being mailed, together with this Proxy Statement, to the
Fund's stockholders on or about March 16, 1998. 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 and 2 of the attached
Notice of Annual Meeting.
The Fund has only one class of capital stock and each of the 3,223,133
shares outstanding on the record date, February 28, 1998, will be entitled to
one vote. To the knowledge of the Fund, as of February 28, 1998, 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.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
At the meeting four 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, and in October 1997, Michael Rubin was elected to fill the seat on
the Board left vacant by Mr. Hertan's death. 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. Perlman and
Ruff which met once in 1997. 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 1997. Each director other than Mr.
Rubin, who became a director in October 1997, 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)
Director and President/67 April 20, 1972 Mr. Baumann has been a Director and Vice-President of Stralem
& Company Incorporated since 1970. Since June 1, 1973, he has
been its Executive Vice-President.
Kenneth D. Pearlman
Director/67 February 6, 1974 Mr. Pearlman has been the Managing Director of The Evans
Partnership, an investment partnership, for more than five
years.
Jean Paul Ruff
Director/63 April 23, 1980 Mr. Ruff has been President of Hawley Fuel Coal, Inc. since
1976 and Chairman since 1980.
Michael Rubin/57 October 8, 1997 From 1974 through his retirement in June 1997, Mr. Rubin
served as Vice President of the Fund and Assistant Vice
President and Assistant Secretary of Stralem & Company
Incorporated.
</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.
-2-
<PAGE>
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
1997, subject to a maximum of $1,200 a year, and reimburses them for their
out-of-pocket expenses incurred on Fund business. In 1997 the Fund paid an
aggregate of $2,200 in director's fees, as follows: Jean Paul Ruff, $1,000;
Kenneth D. Pearlman, $1,000; and Michael Rubin, $200. No directors'
out-of-pocket expenses were claimed or reimbursed.
PROPOSAL 2: AUDITORS
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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 1998 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.
The names and principal occupations of the officers and directors of the
Investment Advisor are:
Name and Title Principal Occupation
-------------- --------------------
Hirschel B. Abelson,(1)(2) President President of Stralem & Company
Incorporated
Philippe E. Baumann,(1)(2) Director Executive Vice-President of Stralem &
Executive Vice President Company Incorporated
M. Joel Unger,(1)(2) Director and Vice President of Stralem & Company
Vice President Incorporated
Irene Bergman,(1) Assistant Vice- Assistant Vice-President of Stralem &
President Company Incorporated
Philippe Labaune, Assistant Assistant Vice-President and Assistant
Vice President Secretary of Stralem & Company
Incorporated
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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.
-4-
<PAGE>
EXECUTIVE OFFICERS
The following table identifies the current executive officers of the Fund:
<TABLE>
<CAPTION>
Name Age In Current Current Position with the
- ---- --- Position Since Fund and Past Positions Held
-------------- ----------------------------
<S> <C> <C> <C>
Philippe E. Baumann 67 June 20, 1973 President; Vice President from March 17, 1972 to June 20, 1973
Philippe Labaune 29 October 8, 1997 Vice President
Hirschel B. Abelson 64 December 12, 1989 Treasurer and Secretary
</TABLE>
-5-
<PAGE>
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, 1998:
<TABLE>
<CAPTION>
Name of Beneficial Address Amount and Nature of Percent
Owner Beneficial Ownership (1) of Class
<S> <C> <C> <C>
Stralem Employees' 405 Park Avenue 523,033 shares 16.23%
Profit Sharing New York, NY 10022
Trust
Gunther & Co. - 4 World Trade Center
Swiss Bank New York, NY 10008 440,489 shares (2) 13.67%
All officers and 341,987 shares (3) 10.61%
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 206,319 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.
-6-
<PAGE>
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, 1998:
<TABLE>
<CAPTION>
Amount and Nature of
Name Beneficial Ownership* Percent of Class
- ---- --------------------- ----------------
<S> <C> <C>
Philippe E. Baumann 159,687 shares (1) 4.95%
Kenneth D. Pearlman 348 shares .01%
Jean Paul Ruff 1,413 shares (2) .04%
Michael Rubin 534 shares (3) .02%
All Officers and Directors 341,987 shares (4) 10.61%
of the Fund as a Group
</TABLE>
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(*) Unless otherwise indicated, all ownership is record and beneficial.
(1) Does not include 148,276 shares in the aggregate owned by two children of
Mr. Baumann, and 13,136 shares owned by his wife, but includes 155,461
shares owned beneficially by Mr. Baumann through his interest in Stralem
Employees' Profit Sharing Trust and 4,226 shares held directly.
(2) Does not include 27,932 shares owned in the aggregate by two children of
Mr. Ruff and 13,966 shares held by Mr. Ruff's wife in custody for his
daughter, of which shares be disclaims beneficial ownership.
(3) Does not include 185 shares owned by Mr. Rubin's daughter, of which shares
he disclaims beneficial ownership.
(4) Does not include 206,319 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.
-7-
<PAGE>
STOCKHOLDER PROPOSALS
A proposal submitted by a stockholder for action at the Fund's annual
meeting in 1999 must be received at the Fund's principal executive office in New
York, New York no later than December 31, 1998 in order to be included in the
Fund's proxy statement for that meeting.
OTHER ACTION
The management knows of no business which will be presented for action
at the meeting other than Items 1 and 2 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.
-8-
<PAGE>
STRALEM FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
YOUR VOTE IS IMPORTANT. The proxy voting instruction below covers the voting of
all shares of Common Stock of Stralem Fund, Inc. which you are entitled to vote
or to direct the voting of.
Please consider the issues discussed in the Proxy Statement and cast your vote
by completing, dating, signing (exactly as name appears below) and mailing the
proxy in the enclosed postage-paid envelope.
The undersigned hereby appoints Philippe E. Baumann and Philippe Labaune as
Proxies, each with the power to appoint his substitute, and hereby authorizes
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,
1998, at the annual meeting of shareholders to be held on April 8, 1998 or any
adjournment thereof.
1. ELECTION OF DIRECTORS
Philippe E. Baumann, Kenneth D. Pearlman, Jean Paul Ruff, Michael T. Rubin
FOR ____ WITHHOLD AUTHORITY ____
2. PROPOSAL TO APPROVE THE APPOINTMENT OF RICHARD A. EISNER & COMPANY, LLP as
the independent public accountants of the corporation.
FOR ____ AGAINST ____ ABSTAIN ____
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, AND 2.
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:
---------------------------------
- ----------------------------------------
Signature
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Signature if held jointly
