IMPORTANT...SEND IN YOUR PROXY
It is requested that you date, complete and sign the enclosed proxy and
return it promptly. This will save your fund the expense of follow-up
letters, telephone calls, etc. You may revoke your proxy in writing at any
time before the meeting or vote in person if you attend the meeting.
NEW YORK VENTURE FUND, INC.
124 East Marcy Street
Santa Fe, New Mexico 87501
800-279-0279
_____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held October 16, 1995
_____________________
To the Shareholders of New York Venture Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
New York Venture Fund, Inc. (the "Fund") will be held at Fiduciary Trust
Company International, Two World Trade Center, 94th Floor, New York, NY
10048 on Monday, October 16, 1995, at 9:00 A.M., New York time, for the
following purposes:
(1) To elect two directors, each to hold office for a term of five
years and until their successors shall have been duly elected and
shall have qualified;
(2) To consider the ratification of the selection of Tait, Weller &
Baker as the Fund's auditors for the year ending July 31, 1996; and
(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on August 28, 1995,
will be entitled to notice of and to vote at the 1995 Annual Meeting or any
adjournment thereof.
By Order of the Board of Directors,
RAYMOND O. PADILLA
Secretary
Dated: September 18, 1995
WE NEED YOUR PROXY VOTE IMMEDIATELY. YOUR VOTE IS VITAL. BY LAW, THE
___________ _____
MEETING OF SHAREHOLDERS OF THE FUND SCHEDULED FOR OCTOBER 16, 1995 WILL HAVE
TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A MAJORITY OF
THE VOTES ELIGIBLE TO BE CAST ARE REPRESENTED. IN THAT EVENT, THE FUND, AT
SHAREHOLDERS' EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO
ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO
HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY.
______ ___________
YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION. THANK YOU.
NEW YORK VENTURE FUND, INC.
124 East Marcy Street
Santa Fe, New Mexico 87501
800-279-0279
-------------------------
PROXY STATEMENT FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON OCTOBER 16, 1995
This proxy statement, which will first be mailed to shareholders on
or about September 18, 1995, is furnished to the shareholders of New York
Venture Fund, Inc. (the "Fund") in connection with the solicitation of
proxies by the Board of Directors of the Fund to be used at the 1995
Annual Meeting of Shareholders to be held at the time and place and for
the purposes set forth in the accompanying notice, and at any adjournment
thereof (the "Meeting").
The costs of this solicitation will be borne by the Fund. This
solicitation is being made by mail, but may also be made by telephone,
telegraph and personal interviews by officers and personnel of
Selected/Venture Advisers, L.P., (the "Adviser") or its general partner,
Venture Advisers, Inc., for which no additional compensation will be paid.
The Fund supplies custodians, nominees and fiduciaries with the Annual
Report and proxy materials for forwarding to the beneficial owners of
the shares held of record by such persons.
Any shareholder signing and returning a proxy may revoke the same
at any time prior to the exercise thereof by written notice delivered to
the Fund prior to its exercise, and any shareholder attending the Meeting
may vote in person whether or not he or she has previously returned a
proxy. Proxies which are returned but which are marked "Abstain" or on
which a broker has declined to vote on any proposal will be counted as
present for the purposes of a quorum, however, those shares will not be
counted as voted for purposes of determining the approval of any matter
submitted.
Shareholders of record at the close of business on August 28, 1995
(the "Record Date"), will be entitled to vote at the Meeting or any
adjournment thereof. The holders of a majority of the votes eligible to be
cast at the close of business on the Record Date present in person or
represented by proxy will constitute a quorum for the Meeting. Each dollar
of net asset value per share is entitled to one vote. As of record date,
there were 114,417,332.257 shares outstanding of which 110,112,888.792
shares are Class A with a net asset value of $14.72 per share, 3,296,946.918
shares are Class B with a net asset value of $14.57 per share and
1,007,496.547 shares are Class C with a net asset value of $14.61 per share.
The Fund knows of nothing that would require voting by class and therefore
all shareholders will vote in the aggregate.
Except as otherwise directed in your proxy, your proxy will be voted
for the election of all nominees for directors listed herein to hold office
as specified herein and for the ratification of the selection of auditors.
ITEM 1: ELECTION OF DIRECTORS
Pursuant to the Fund's Articles of Incorporation and By-Laws, the
Board of Directors has been classified into five classes, three containing
three directors each and two containing two directors. Directors in each
class generally serve for five year terms following their election, with
the term of office of one of the five classes expiring each year. Directors
are elected by a plurality of votes cast at the meeting.
The terms of two of the thirteen current directors will expire at the
Meeting. Unless otherwise directed, the persons named in the enclosed
proxy will vote the shares represented thereby FOR the election of
Laurence W. Levine and Jeremy H. Biggs as directors to each serve for a
term of five years and each until his successor shall have been duly
elected and qualified. Messrs. Levine and Biggs have consented to be
named and have indicated their intent to serve if elected. Both nominees
are currently serving as directors. Mr. Levine was a director from 1969 to
1983 and has been a director since 1984 and Mr. Biggs has been a director
since July 31, 1995.
The following table sets forth certain information as to each of the
directors of the Fund. All directors hold similar positions with three
other mutual funds managed by the Adviser: Venture Income (+) Plus, Inc.,
Venture Muni (+) Plus, Inc. and Retirement Planning Funds of America, Inc.
In addition, Messrs. Proyect, Davis and Biggs are Directors of Venture
Series, Inc. and Messrs. Proyect and Davis are also Directors of Selected
American Shares, Inc. and Selected Special Shares, Inc., and Trustees of
Selected Capital Preservation Trust, which are also managed by the Adviser.
CLASS A
SHARES PERCENT
Name, Date of Birth and Business Experience TERM OWNED OF CLASS
During the Past 5 Years EXPIRES AS OF 8/28/95 OWNED
------------------------------------------- ------- ------------- --------
Martin H. Proyect<F1> 10/24/32 1998 5,091.408 0.004%
Director of the Fund since 1968; formerly,
Chairman of the Fund and Retirement Planning
Funds of America, Inc. and Chairman and
President of Venture Income (+) Plus, Inc.,
Venture Muni (+) Plus, Inc. and Venture
Series, Inc., until July 31, 1995. Until
August 15, 1995, Chairman and Treasurer,
Venture Advisers, Inc. the sole General
Partner of the Adviser; formerly, Secretary
and Treasurer, Venture Pension Advisers, Inc.
until December 31, 1992. Shareholder of 1%
of Venture Advisers, Inc.
Wesley E. Bass, Jr. 08/21/31 1996 1,301.176 0.001%
Director of the Fund since 1990; President,
Bass & Associates (financial consulting firm);
First Deputy City Treasurer, City of Chicago,
IL until March, 1990.
Jeremy H. Biggs<F1> 08/16/35 1995 23,627.049<F2> 0.021%
Director and Chairman of the Fund since July
31, 1995; Director, Van Eck Funds; Consultant
to the Adviser. Vice Chairman, Head of Equity
Research Department, Chairman of the U.S.
Investment Policy Committee and member of the
International Investment Committee of Fiduciary
Trust Company International. Shareholder of 1%
of Venture Advisers, Inc.
Marc P. Blum 09/09/42 1998 1,322,405.785<F2> 1.156%
Director of the Fund since 1986; Chief
Executive Officer, World Total Return Fund,
L.P.; Member, Gordon, Feinblatt, Rothman,
Hoffberger and Hollander, LLC (attorneys);
Director, Mid-Atlantic Realty Trust.
Shelby M.C. Davis<F1> 03/20/37 1997 50,810.751 0.044%
Director of the Fund since 1983; Employee of
Capital Ideas, Inc. (financial consulting
firm); Director, Chief Executive Officer and
Chairman, Venture Advisers, Inc.; Consultant
to Fiduciary Trust Company International;
Director, Shelby Cullom Davis Financial
Consultants, Inc.; formerly, Chairman,
Venture Pension Advisers, Inc. until
December 31, 1992. Shareholder of 98% of
Venture Advisers, Inc.
Eugene M. Feinblatt 10/28/19 1999 1,150,563.387<F2> 1.006%
Director of the Fund since 1987; of Counsel,
Gordon, Feinblatt, Rothman, Hoffberger and
Hollander, LLC (attorneys).
CLASS A
SHARES PERCENT
Name, Date of Birth and Business Experience TERM OWNED OF CLASS
During the Past 5 Years EXPIRES AS OF 8/28/95 OWNED
------------------------------------------- ------- ------------- --------
Jerry D. Geist 05/23/34 1998 462.601 0.000%
Director of the Fund since 1986; Director,
Lectrosonics, Inc. (electronics manufacturing
company), CH2M Hill (engineering consulting
company), and The National Symphony; Chairman,
Santa Fe Center; Retired Chairman and
President, Public Service Company of New Mexico.
D. James Guzy 03/07/36 1997 3,598.644 0.003%
Director of the Fund since 1982; Chairman,
NTX Communications Corp. (communications
products); Director, Intel Corp. (manufacturer
of semi-conductor circuits), Cirrus Logic
Corporation (manufacturer of semi-conductor
circuits) and Alliance Technology Fund
(mutual fund).
G. Bernard Hamilton 03/18/37 1999 5,444.125 0.005%
Director of the Fund since 1978; Managing
General Partner, Avanti Partners, L.P.;
formerly, President, Venture Pension Advisers,
Inc. until December 31, 1992.
LeRoy E. Hoffberger 06/08/25 1999 1,496,994.306<F2> 1.308%
Director of the Company since 1988; of Counsel
to Gordon, Feinblatt, Rothman, Hoffberger and
Hollander, LLC (attorneys); Chairman,
Mid-Atlantic Realty Trust; Director and
President, CPC, Inc., (Real Estate Co.),
Director and Vice President, Merchants
Terminal Corporation; formerly, Director,
Equitable Bankcorporation, Equitable Bank,
and Maryland National Bank; and, formerly,
Director and President O-W Fund, Inc.
(private investment fund).
Laurence W. Levine 04/09/31 1995 4,371.390 0.004%
Director of the Fund from 1969 to 1983
and again since 1984. Partner, Bigham,
Englar, Jones & Houston (attorneys);
United States Counsel to Aerolineas
Argentina; Director, various private
companies.
Christian R. Sonne 05/06/36 1997 104,268.928<F2> 0.091%
Director of the Fund since 1990; General
Partner, Tuxedo Park Associates (a land
holding and development firm); President
and Chief Executive Officer, Mulford
Securities Corporation (private investment
fund) until 1990; formerly, Vice President
of Goldman Sachs & Company (an investment bank).
Edwin R. Werner 04/01/22 1996 4,684.470 0.004%
Director of the Fund since 1983; Director,
Novacare, Inc. and New York Blood Center.
-------------------------
<FN>
<F1> The directors considered by the Fund to be "interested persons"
of the Fund, as defined in the Investment Company Act of 1940, are each
noted above by a single asterisk. Messrs. Proyect, Davis and Biggs are
"interested persons" because of their positions with the Fund and their
affiliations with and stock ownership in the sole general partner of the
Fund's Adviser. The other directors are hereinafter referred to as the
"Non-interested Directors."
<F2> Jeremy H. Biggs' holdings include 2,027.372 shares, owned by his
wife, all of which could be deemed to be beneficially owned by Mr. Biggs.
Mr. Biggs disclaims beneficial ownership of all such shares. Marc P.
Blum's holdings include 651,147.261 shares, owned by a partnership of
which he is one of three general partners, 576,498.335 shares, with
respect to which he is sole trustee and 93,280.016 shares, with respect
to which he acts as attorney. Mr. Blum disclaims beneficial ownership of
shares with respect to which he is trustee or attorney. Eugene M.
Feinblatt's holdings include 944,975.634 shares, owned by his wife, all of
which could be deemed to be beneficially owned by Mr. Feinblatt. Mr.
Feinblatt's holdings also include 203,009.847 shares, with respect to
which he acts as trustee. Mr. Feinblatt disclaims beneficial ownership of
all such shares. LeRoy E. Hoffberger's holdings include 1,264,818.213
shares, with respect to which he acts as trustee. Mr. Hoffberger
disclaims beneficial ownership of all such shares. Christian R. Sonne's
holdings include 4,038.843 shares owned by his wife, all of which could be
deemed to be beneficially owned by Mr. Sonne. Mr. Sonne's holdings also
include 72,300.272 shares with respect to which he acts as trustee. Mr.
Sonne disclaims beneficial ownership of such shares. Mr. Sonne's holdings
do not include 116,624.859 shares held in a trust under which he is an
income beneficiary and with respect to which he has no voting or
investment powers.
</FN>
As of August 28, 1995, the Fund's directors and officers as a group
were deemed to beneficially own 4,272,630.127 Class A shares,
constituting approximately 3.734% of such Class, including 3,160,948.532
shares with respect to which certain directors disclaim beneficial
ownership. Directors and officers do not own Class B or Class C shares.
OTHER INFORMATION REGARDING DIRECTORS
Directors' Compensation Schedule
During the fiscal year ended July 31, 1995, the compensation paid to
the directors who are not considered to be interested persons of the Fund
was as follows:
Aggregate Fund Total
Name Compensation Complex Compensation<F1>
---- -------------- ---------------------
Wesley E. Bass 7,375 24,375
Marc P. Blum 7,200 23,600
Eugene M. Feinblatt 7,200 23,700
Jerry D. Geist 7,050 23,050
D. James Guzy 7,200 23,600
G. Bernard Hamilton 7,100 23,200
LeRoy E. Hoffberger 7,150 23,550
Laurence W. Levine 7,150 23,550
Christian R. Sonne 7,200 11,200
Edwin R. Werner 6,350 20,700
<FN>
<F1> Complex compensation is the aggregate compensation paid, for services
as a Director, by all mutual funds with the same investment adviser.
</FN>
During the last fiscal year, the Board of Directors held four
meetings. The Board of Directors has an Audit Committee, whose current
members are Messrs. Bass, Blum, Feinblatt, Levine, Guzy, Hoffberger and
Sonne. The functions of the Committee include (i) making
recommendations to the Board of Directors as to which firm of
independent public accountants will be selected by the Board of
Directors (subject to shareholder ratification); (ii) meeting
with the auditors and reviewing the methods, scope and results of audits
and the fees charged; and (iii) reviewing the adequacy of the Fund's internal
accounting procedures and controls. The Audit Committee met three times
in the Fund's last fiscal year and all members were present.
The Board of Directors has a Nominating Committee, whose current
members are Messrs. Geist, Guzy, Blum, Werner and Hamilton. The
Committee met one time in the Fund's last fiscal year and all members
were present at that meeting. The function of the Committee is to make
recommendations to the Board of Directors as to possible nominees for
the Board of Directors. The Committee will consider nominees
recommended by shareholders. To submit recommendations, a shareholder
may write to the Nominating Committee at the Fund's address at the head
of this proxy statement, giving the name of and background information
concerning the person recommended.
The Board of Directors does not have a compensation committee.
ITEM 2: SELECTION OF AUDITORS
Tait, Weller & Baker (the "Firm") was selected by the Board of
Directors, including a majority of the Non-interested Directors, as the
certified public accountants and auditors of the Fund for the fiscal year
ending July 31, 1996, and such selection is being submitted to the
shareholders for ratification or rejection at the Meeting. The Firm also
acts as independent certified public accountants and auditors of the
Adviser and of Venture Income (+) Plus, Inc., Retirement Planning Funds of
America, Inc., Venture Muni (+) Plus, Inc., Venture Series, Inc., Selected
American Shares, Inc., Selected Special Shares, Inc. and Selected Capital
Preservation Trust, the other mutual funds which the Adviser manages and
for which it serves as distributor. The Firm has informed the Board of
Directors that it has no direct or indirect financial interest in the Fund or
any of the above named companies. A representative of the Firm is
expected to be at the Meeting and will have the opportunity to make a
statement and to respond to appropriate questions. In connection with its
audit function, the Firm will audit the annual report and review the Fund's
post-effective amendment to its registration statement filed with the
Securities and Exchange Commission (the "SEC"). In addition, the Firm may
review the Fund's federal, state and local tax returns and the Fund's annual
report filed with the SEC. The ratification of the selection of auditors
requires the vote of the holders of a majority of the shares present or
represented at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE TO
APPROVE THE SELECTION OF AUDITORS.
MISCELLANEOUS
Certain Shareholders of the Fund
As of the Record Date, State Street Bank and Trust Company, P.O.
Box 8406, Boston MA 02266-8406, as trustee under a voting trust, held
7,256,738.343 Class A shares, constituting 6.59% of such class total
outstanding shares, which must be voted on all matters, including election
of directors, in the same proportions as all other shares not held in the
trust are voted.
Also as of such date, Shelby Cullom Davis & Co., 70 Pine Street, New
York, NY 10270-0002 was the record owner of 11,479,055.912 Class A
shares constituting 10.42% of such class. Merrill Lynch Pierce Fenner &
Smith, Mutual Fund Operations, 4800 Deerlake Drive East, 3rd Floor,
Jacksonville, FL 32246-6484, held 7,227,085.839 Class A shares,
745,168.000 Class B shares and 195,841.000 Class C shares constituting
6.56%, 22.60% and 19.44%, respectively. Donaldson Lufkin Jenrette,
Securities Corporation, Inc., P.O. Box 2052, Jersey City, NJ 07303-2052,
held 50,507.623 Class C shares constituting 5.01% of such Class. As of
the Record Date, no other persons owned of record or, to the knowledge of
the Fund, owned beneficially more than five percent of the outstanding
Class A, Class B or Class C shares of the Fund.
Other Matters
The Board of Directors knows of no matters which are to be brought
before the 1995 Annual Meeting other than as set forth above. However, if
any other matters properly come before the 1995 Annual Meeting, the
persons named in the enclosed form of proxy intend to vote such proxy
with their best judgment on such matters.
Shareholder Proposals for 1996 Annual Meeting
Any shareholder wishing to submit a proposal for the Fund's 1996
Annual Meeting of shareholders must make sure the proposal is received in
proper form at the office of the Fund, 124 East Marcy Street, Santa Fe,
New Mexico 87501, by May 18, 1996. To be included, such proposal must
be made in compliance with Rule 14a-8 of the Securities Exchange Act of
1934.
Shareholder Report
A shareholder may, without charge, receive a copy of the Annual
Report for the fiscal year ended July 31, 1995 by calling toll free
1-800-279-0279.
PLEASE MARK VOTES With- For All
AS IN THIS EXAMPLE For hold Except
1. Election of Directors. /_/ /_/ /_/
The year following the
NEW YORK VENTURE FUND, INC. name of each nominee is
the year his term would
expire, if elected.
Laurence W. Levine (2000) and Jeremy H.
Biggs (2000).
I hereby ratify all that said If you do not wish to vote "FOR a particular
proxies or their substitutes nominee, mark the "FOR ALL EXCEPT" box and
may do by virtue hereof. The Net strike a line through that nominee's name.
Asset Value represented hereby will Your vote shall be counted for the remaining
be voted as specified. If no nominee.
specification is indicated, the Net
Asset Value will be voted in favor
of all proposals. For Against Abstain
2. Proposal to ratify the /_/ /_/ /_/
selection of Tait,
Weller & Baker as
independent public
accountants and auditors
of the Fund for the
fiscal year ending
July 31, 1996.
For Against Abstain
3. In their discretion to /_/ /_/ /_/
transact such other
matters as may properly
come before the meeting
or any adjournment or
adjournments thereof.
Date
Please be sure to sign and date this Proxy. Mark box at right if comments /_/
or address change has been
noted on the reverse side of
this card.
Shareholder sign here Co-owner sign here Record Date Net Asset Value:
NEW YORK VENTURE FUND, INC.
Proxy for Annual Meeting of Shareholders to be Held October 16, 1995
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints CARL R. LUFF and LOUIS R. PROYECT, and
each of them, the proxies of the undersigned with full power of substitution,
to vote at the Fund's Annual Meeting to be held at Fiduciary Trust Company
International, Two World Trade Center, 94th Floor, New York, NY 10048, on
October 16, 1995, at 9:00 A.M., New York time, and at any adjournment thereof,
all of the stock the undersigned is entitled to vote as specified on the
reverse.
Please return your vote in the enclosed envelope. Place the ballot so that
the return address, located on the reverse side of this card appears through
the window of the envelope.
Please sign exactly as name appears on the reverse. When shares are held by
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. If a partnership, please sign in partnership name by
authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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