October 24, 1995 U.S. Securities and Exchange Commission 450 5th Street N.W. Washington, DC 20549 Dear Sir/Madame: With this electronic filing we are submitting preliminary proxy materials in preparation for the annual meeting of shareholders of this Fund. The material contain the following items: (1) The routine election of directors; (2) The routine ratification of auditors; and (3) a shareholder proposal. The filing fee of $125.00 has previously been submitted. Please direct any comments or questions on this material to Steven Felsenstein, Esquire at (215) 564-8074 at the firm of Stradley, Ronon, Stevens & Young. Sincerely, Nancey M. McMurtry Assistant Secretary NMM/jr cc: Diego J. Veitia Steven M. Felsenstein, Esquire bcc: Fund Directors ALL SEASONS GLOBAL FUND, INC. 250 Park Avenue South Suite 200 Winter Park, Florida 32789 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS December 18, 1995 ------------------- TO THE STOCKHOLDERS ALL SEASONS GLOBAL FUND, INC. Notice is hereby given that the annual meeting of stockholders of All Seasons Global Fund, Inc. (the "Fund") will be held on Monday, December 18, 1995, at 10:00 a.m. local time, at the Langford Resort Hotel, 300 East New England Avenue, Pavilion D, Winter Park, Florid 32789 for the following purposes: 1. To elect a Board of six Directors to serve until the next annual meeting and until their successors shall have been elected and qualified. 2. To ratify the action of the Board of Directors in selecting KPMG Peat Marwick as auditors to examine the books and financial statements of All Seasons Global Fund, Inc., for the period commencing January 1, 1995 and ending December, 31 1995. 3. To vote on a shareholder proposal that the Board of Directors of the Fund take such steps as the Board deems necessary to ensure that stockholders may dispose of their shares of the Fund at net asset value. 4. To transact such other business as may properly be brought before the meeting. Stockholders of record at the close of business on October 27, 1995 will be entitled to vote at the meeting. It is hoped that you will attend the meeting, but if you cannot do so, please fill in and sign the enclosed proxy, and return it in the accompanying envelope as promptly as possible. Any stockholder attending can vote in person even though a proxy has already been returned. By Order of the Board of Directors DIEGO J. VEITIA Winter Park, Florida Chairman November 3, 1995 P.S. In order to save your Fund the additional expense of further solicitation, please be kind enough to complete and return your proxy card today. ALL SEASONS GLOBAL FUND, INC. 250 Park Avenue South Suite 200 Winter Park, Florida 32789 ----------------------- PROXY STATEMENT -------------------- This proxy statement is furnished in connection with the solicitation of proxies by or on behalf of the Board of Directors (the "Board") of All Seasons Global Fund, Inc. (the "Fund") for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at the Langford Resort Hotel on Monday, December 18, 1995 at 10:00 a.m., local time. The address of the hotel is 300 East New England Avenue, Winter Park, Florida 32789. Proxy Solicitation All proxies in the enclosed form which are properly executed and returned to the Fund prior to the close of business on December 15, 1995, will be voted as provided as therein at the Annual Meeting or at any adjournment thereof. A Stockholder executing and returning a proxy has the power to revoke it at any time before it is exercised by giving written notice of such revocation to the Secretary of the Fund. Signing and mailing the proxy will not