SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
The SMALLCap Fund, Inc.
- - -------------------------------------------------------------
- - (Name of Registrant as Specified in its Charter)
- -
- - Ralph W. Bradshaw
- - -------------------------------------------------------------
- - (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)(4)and 0-11.
- -
- - (1) Title of each class of securities to which transaction
applies: _____________________________________________
- - (2) Aggregate number of securities to which transaction
applies: _____________________________________________
- -
- - (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):
- - ______________________________________________
- -
- - (4) Proposed maximum aggregate value of transaction:
______________________________________________
- -
- - (5) Total fee paid:
- - _____________________________________________
- -
- - [ ] 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:
- - _____________________________________________
- -
- - (2) Form, Schedule or Registration Statement No.:
- - _____________________________________________
- -
- - (3) Filing Party:
- - ______________________________________________
- -
- - (4) Date Filed:
- - _______ _______________________________________
- -
Ralph W. Bradshaw
One West Pack Square, Suite 1650
Asheville, NC 28801
Phone (828) 210-8184 FAX (828) 210-8183
March 24, 2003
Dear Fellow Shareholder of The SmallCap Fund, Inc,
YOUR DECISION IS IMPORTANT. PLEASE VOTE TODAY SO YOUR VOTE CAN COUNT FOR THE
2003 ANNUAL MEETING OF STOCKHOLDERS.
When you have the facts, THE GREEN PROXY IS YOUR CLEAR CHOICE
FACT - The Fund's investment performance has been horrible.
For years, the Fund's performance has badly trailed its chosen benchmark, the
S&P Small Cap 600 Index. Over just the last two years, the Fund has returned
20% less than its benchmark, costing stockholders about $30 million in lost
value. It is no surprise that the Fund's adviser has chosen to spend money in
this contest. Anyone who held the Fund for the prior 1, 3, 5, or 10 years would
have under-performed the benchmark for EVERY SINGLE ONE of the periods.
FACT - You can use the GREEN proxy to demand full net asset value.
You deserve an option to receive full net asset value ("NAV") for your shares.
Demand this by voting for the Shareholder Value Proposal included only in this
proxy. Electing former U.S. Attorney General Edwin Meese and experienced
director Thomas Lenagh will create a Board majority pledged to execute this
stockholder request, whether or not the current Board cares to listen.
FACT - The Fund does not trust its own stockholders.
Last year, with their candidates facing defeat by a clear vote of stockholders,
the Fund used procedural gimmicks to keep control by packing the Board with the
defeated chairman's business associates. Since then, they created unusual
Bylaws to rig this and future elections to favor their nominees. Now they use
other Bylaws as an excuse for refusing to hear stockholder demands for NAV.
FACT - The Fund is not telling you the truth.
My proxy unequivocally states that neither my advisory firm nor I will accept an
investment management contract from the Fund under any circumstances and,
furthermore, I am not advocating a change from small-cap stocks. Last year, my
proxy recommended in favor of the merger proposal and I gathered a large number
of votes supporting it. In fact, I had worked, unsuccessfully, for an even
better proposal from the Board. The Fund is hoping to create confusion through
misleading half-truths to discourage you from voting in your own best interests.
Vote to bring Directors with experience and integrity to the Board.
Former U.S. Attorney General Edwin Meese and Thomas Lenagh are men of vast
experience and impeccable character. Both have years of service with closed-end
funds and their background goes far beyond their involvement with me. Contrast
this with the Fund's nominees. One, a business associate of the defeated former
chairman, was appointed as part of the Board packing last year. He had no prior
closed-end fund experience and was never supported by stockholder vote. The
other is the portfolio manager responsible for the Fund's miserable performance.
The Fund will spend a huge amount of stockholder money on mailing after mailing,
and all those annoying phone calls, in an attempt to fool you into voting
against your best interests. Do not let them!
VOTE THE GREEN PROXY
> Demand an option to receive full NAV
> Elect Directors who will fight for your interests
If you have already returned the WHITE proxy card sent to you by the Fund, you
may revoke that proxy and vote for these nominees and the proposal by marking,
signing, dating, and mailing a later dated GREEN proxy card.
Thank you for taking the time to help decide the future of your investment in
our Fund. If I may answer any questions or provide additional information,
please call me at (828) 210-8184.
Sincerely,
Ralph W. Bradshaw