- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)

Schedule 14A. (Rule 14a-101)
Information required in proxy statement.

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the 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
[ ] Definitive Additional Materials
[X] Soliciting Material under Rule 14a-12

Name of Registrant as Specified In Its Charter:
Microwave Filter Company, Inc.

Name of Person(s) Filing Proxy Statement, if other than
the Registrant:
Furlong Fund, LLC
Daniel Rudewicz

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:

N?A

(2) Aggregate number of securities to which transaction applies:

N?A

(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):
N?A
(4) Proposed maximum aggregate value of transaction:
N?A
(5) Total fee paid:
N?A
[ ] Fee paid previously with preliminary materials. N?A
[ ] 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. N?A
(1) Amount Previously Paid: N?A
(2) Form, Schedule or Registration Statement No.: N?A
(3) Filing Party: N?A
(4) Date Filed: N?A

Furlong Fund, LLC ("Furlong"), together with the other participants named herein, is filing materials contained in
this Schedule 14A and pursuant to 240.14a-12 with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the election of its slate of director nominees and submission of a
bylaw proposal to a vote at the 2012 annual meeting of shareholders (the "Annual Meeting") of Microwave Filter Company, Inc. Furlong Fund beneficially owns 77,875 shares of the Company. As the sole general partner of Furlong Fund, Furlong Financial, LLC may be deemed to beneficially own the 77,875 shares beneficially owned by Furlong Fund.
Daniel Rudewicz, as the managing member of Furlong Financial, LLC, may be deemed to beneficially own the 77,875 shares deemed to be beneficially owned by Furlong Financial, LLC.

Item 1: The following information is included in a
presentation prepared for Institutional Shareholder Services

Furlong Fund, LLC
Furlong Fund
Furlong Fund Presentation For Institutional Shareholder Services

Disclaimer
THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER
TO BUY INTERESTS IN THE INVESTMENT FUND FURLONG FUND, LLC OR
ITS AFFILIATES. ANY SUCH OFFERING CAN BE MADE ONLY AT THE TIME
A QUALIFIED OFFEREE RECEIVES A CONFIDENTIAL PRIVATE OFFERING
MEMORANDUM AND OTHER OPERATIVE DOCUMENTS, WHICH CONTAIN DETAILS WITH RESPECT TO RISKS, AND SHOULD BE CAREFULLY READ. THIS PRESENTATION CONTAINS INFORMATION THE FURLONG BELIEVES TO BE TRUE AT THE TIME THAT THE INFORMATION WAS
TRANSMITTED. THIS IS NOT A SOLICITATION OF PROXIES OR CONSENTS
IN CONNECTION WITH THE MARCH 28, 2012 ANNUAL MEETING OF MICROWAVE FILTER COMPANY. FURLONG HAS FILED WITH THE SEC AND
MAILED OUT DEFINITIVE PROXY MATERIALS TO THE SHAREHOLDERS OF
MICROWAVE FILTER COMPANY IN RELATION TO THE MARCH 28, 2012
ANNUAL MEETING. FURLONG STRONGLY ADVISES ALL MICROWAVE FILTER COMPANY SHAREHOLDERS TO READ FURLONG'S PROXY MATERIALS. FOR REVIEW, FURLONG'S PROXY MATERIALS ARE AVAILABLE AT WWW.PROXY14A.COM.
Furlong Fund S T R I C T L Y P R I V A T E
A N D C O N F I D E N T I A L 2

Agenda
I. Weak Financial Performance
II. Corporate Governance Concerns
III. Dissident Director Slate
IV. Company Has Not Proposed a Settlement Furlong Fund S T R I C T L Y P R I V A T
E A N D C O N F I D E N T I A L 3

Ownership of the Company
Shares Beneficially Owned
Beneficial Owner, Number, Percent, Director Since Carl F. Fahrenkrug (CEO)72,298 2.80p 1984

Frank S. Markovich 4,340 0.17p 1992
Daniel Galbally 0 0.00p 1995
Sidney Chong 1,000 0.04p 1995
Robert R. Andrews 1,214 0.05p 1992
Richard L. Jones (CFO) 0 0.00p 2004
Perry A. Harvey 0 0.00p n?a
John J. Kennedy 500 0.02p 2009
Anne Tindall 0 0.00p 2011
Robert D. Essig 0 0.00p n?a

All Directors and Executive Officers (10 Persons) 79,352 3.07p n?a

Furlong Fund 77,875 3.01p n?a

Total Shares Outstanding 2,586,227 100.00p n?a Source: Company's DEF 14A Field with the SEC on 2?9?2012 NOTE: A majority of the current or nominated Board (five of nine) served on the Board in
1996 when many of the supermajority provisions were put in place.
Furlong Fund S T R I C T L Y P R I V A T
E A N D C O N F I D E N T I A L 4

Financial Performance Over Past 10 Years DATE, 2-Sep, 3-Sep, 4-Sep, 5-Sep, 6-Sep, 7-Sep,8-Sep, 9- Sep, 10-Sep, 11-Sep
Decrease in Sales -30.5p
SALES 7.25 Mil,5.06 Mil,4.88 Mil,5.53 Mil,4.54 Mil,4.63 Mil,5.23 Mil,4.61 Mil,4.69 Mil,5.04 Mil EBIT 603,000,-446,000,-31,000, 352,000,-449,000,-292,000, 40,000, 83,000, 146,550, 215,540
Total Net Inc Past 10 Years 95,210 DEPRECIATION 280,000, 269,000, 223,000, 198,000, 163,000, 114,000 78,000, 83,000, 98,210, 107,900 TOTAL NET INCOME 436,000, -282,000, -177,000, 312,000, -411,000, -293,000, 39,000 82,000, 146,290, 242,920
EPS 0.15 -0.1 -0.06 0.1 -0.14 -0.1 0.01 0.03
0.06 0.09 0.04

Over the past ten fiscal years, the Company's total net income was $95,210.

Furlong Fund S T R I C T L Y P R I V A T
E A N D C O N F I D E N T I A L 5

Balance Sheet Comparison
Assets 9?20?2011 Assets 9?30?2002
Current assets: Current assets:
Cash and cash equivalents 1,258,885
Cash and cash equivalents 649,196

 Investments 1,377,765

Accounts receivable 352,054 Accounts receivable
378,636
Total current assets 2,297,142 Total current

assets 3,669,122
Property, plant and equipment, net 617,818 Property, plant and equipment, net 1,196,763

Total Assets 2,914,960 Total Assets 4,865,885

Liabilities and Stockholders' Equity Liabilities and Stockholders' Equity
Total current liabilities 639,032 Total current liabilities 1,074,532
Deferred tax liability - noncurrent 29,999

Total liabilities 639,032 Total liabilities 1,104,531

Stockholders' equity: Stockholders' equity:

Total stockholders' equity Total stockholders'
equity
 2,275,928 3,761,354
Total Liabilities and Stockholders'
 2,914,960 Total Liabilities and
Stockholders' Equity
Equity 4,865,885
Book Value 2,275,928 3,791,353
Shares Outstanding 2,586,227 4,317,688
Book Value Per Share 0.88 0.87

Note: Book value can be affected by many factors including:
When a company trades
below book value - as MFCO currently does -any share
repurchases
actually boost
book value per
share.

Furlong Fund S T R I C T L Y P R I V A
T E A N D C O N F I D E N T I A L 6

MFCO Stock Price vs. DJIA (^DJI) , NASDAQ (^IXIC), & S&P500(^GSPC)
Furlong Fund S T R I C T L Y P R I V A
T E A N D C O N F I D E N T I A L 7

Agenda
I. Weak Financial Performance
II. Corporate Governance Concerns
III. Opposition Minority Director Slate Can Add Value
IV. Company Has Not Proposed a Settlement Furlong Fund S T R I C T L Y P R I V A T
E A N D C O N F I D E N T I A L 8

Entrenchment: Overview
Entrenchment Bylaws Supermajority
NO to Proxy Access
The Company's current Many of the
 The Company has
Bylaws have several entrenchment bylaws
 stated in its proxy
provisions that could be require a supermajority
 supplement that it is
potentially viewed as to be repealed, and a
 against the proxy
entrenchment majority of the current
 access proposal

provisions. Directors were on the submitted by Furlong.
Company's Board when
the provisions were put
in place.
Furlong Fund S T R I C T L Y P R I V A

T E A N D C O N F I D E N T I A L 9

Entrenchment: Entrenchment Bylaws

Entrenchment Bylaws Supermajority NO to Proxy
Access
The Company's current Many of the The
Company has
Bylaws have several entrenchment bylaws stated
in its proxy
provisions that could be require a supermajority
supplement that it is
potentially viewed as to be repealed, and a
against the proxy
entrenchment majority of the current access proposal
provisions. Directors were on the submitted by
Furlong.

Company's Board when
the provisions were put
in place.

Classified Advanced Filling Written Removal
Special
Board Notice Vacancies Consent For
Cause Meetings
"... directors shall "a shareholder's "Vacancies
"Any action that "...the directors "Special
meetings
be divided, with notice shall be occurring in
the may be taken by may be removed ...may be
called
respect to the delivered ...not Board ...may
vote may be from office, for by ...two
terms for which later than the be filled by ... a
taken without a cause only, ...by thirds (2?3)
of
they severally close of business vote of the
meeting on vote of the the holders of the
written consent
hold office, into on the 60th day holders of
two- shareholders outstanding..."
...signed by the
three classes" nor earlier than thirds (2?3) of
holding two-
holders of all the
the close of the outstanding thirds (2?3) of
outstanding
 business on the shares" the outstanding
 shares entitled
 90th day prior " shares"
 to vote"

Furlong Fund S T R I C T L Y P R I V
A T E A N D C O N F I D E N T I A L 10

Entrenchment: Supermajority Provisions

Entrenchment Bylaws Supermajority NO to Proxy Access
The Company's current Many of the The
Company has
Bylaws have several entrenchment bylaws stated
in its proxy
provisions that could be require a supermajority
supplement that it is
potentially viewed as to be repealed, and a
against the proxy
entrenchment majority of the current
access proposal
provisions. Directors were on the
submitted by Furlong.
Company's Board when
the provisions were put
in place.

ARTICLE XIII, BYLAW CHANGES, AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS CONFORMING AMENDMENT
"the Bylaws of the Corporation may be amended, repealed or adopted by vote of the holders of record of the shares at the time entitled to vote in the election of any Directors; provided that Section 3 of Article III, Sections 2, 3, 4, and 5 of Article IV and Section
(a) of Article XIII of the Bylaws shall not be altered, amended or repealed and no provision inconsistent therewith shall be adopted without the affirmative vote of the holders of at least two-thirds (2?3) of the outstanding shares entitled to vote in the election of Directors." Furlong Fund S T R I C T L Y P R I
V A T E A N D C O N F I D E N T I A L 11

Entrenchment: Rejecting Proxy Access

 Supermajority NO to Proxy Access
The Company's current Many of the The Company
has
Bylaws have several entrenchment bylaws
stated in its proxy
provisions that could be require a supermajority
supplement that it is
potentially viewed as to be repealed, and a
against the proxy
entrenchment majority of the current access
proposal

provisions. Directors were on the submitted by Furlong.
Company's Board when
the provisions were put
in place.
Against Correcting
The Board is against a
proposal that could
give shareholders who
disagree with the
current Board access
to the proxy card
Furlong Fund S T R I C T L Y P R I V A
T E A N D C O N F I D E N T I A L 12

Largest Shareholder Has Expressed Support In a recent 13D Filing, the managing member of Hummingbird Capital, the largest shareholder of the Company, stated the following:
"I plan to support Furlong Fund's proposals during the 2012 Annual Meeting and have already voted my proxies accordingly."
Furlong Fund S T R I C T L Y P R I V A T
E A N D C O N F I D E N T I A L 14

Furlong's Strong Corporate Governance Record Furlong believes
in advocating for
corporate
governance best
practices
Furlong's efforts
in improving
corporate governance were
highlighted twice
in a recent issue
of ISS Governance
Weekly

Furlong Fund S T R I C T L Y P R I V A T
E A N D C O N F I D E N T I A L 15

Furlong's Nominees
Seeking Two Board Seats
Furlong is not seeking a majority, only 2 of 9 seats. Share Ownership
Furlong Beneficially
owns more shares
than any other Board
Member.
Qualified Candidates
Both candidates have a background in capital allocation by running investment funds. Mr. Rudewicz is strongly incented
to act in the way that will best
benefit all shareholders.
CFA Program
Both candidates have completed the Chartered Financial Analyst (CFA) Program.
Furlong Fund S T R I C T L Y P R I V A T
E A N D C O N F I D E N T I A L 16

Furlong's Nominees (Cont'd)
Daniel Rudewicz: Mr. Rudewicz has been the managing member of Furlong Financial LLC and the portfolio manager of the Furlong Fund LLC, and its related entities, since 2008. Mr. Rudewicz also currently serves as the
Chairman of the Furlong Foundation, a non-for-profit corporation founded in 2007. Prior to managing the Furlong Fund, Mr. Rudewicz worked as an analyst at JPMorgan Investment Bank in 2008. From 2005 to 2008, Mr. Rudewicz worked at Raymond James Financial.
Education: Mr. Rudewicz graduated with honors with a BA in Economics from the University of Florida. He is currently pursuing his Juris Doctorate in the Evening Program at Georgetown University Law Center. He is a CFA Charterholder.
Ryan Morris: Mr. Morris is the Managing Partner and founded Meson Capital Partners, LP in February 2009. Meson
Capital Partners focuses on deep value, activist investment opportunities. Mr. Morris was recently a member of
the equity committee for publicly traded HearUSA, Inc. which was responsible for selling the company assets and tripling the value to equity holders. Prior to founding Meson Capital Partners, Mr. Morris was co-founder & CEO of
VideoNote LLC, a small and profitable educational software company with customers including Cornell University and The World Bank.
Education: BSc., M.Eng Operations Research and Information Engineering, Cornell University. He has passed all
three levels of the CFA Program.
Furlong Fund S T R I C T L Y P R I V
A T E A N D C O N F I D E N T I A L 17

Agenda
I. Weak Financial Performance
II. Corporate Governance Concerns
III. Opposition Minority Slate Can Add Value
IV. Company Has Not Proposed a Settlement Furlong Fund S T R I C T L Y P R I V A T
E A N D C O N F I D E N T I A L 18

Company Has Not Proposed A Settlement Furlong Fund Is Open To Settling
Furlong Fund has communicated with the Company that it is open to settling However, to date, the Board has not proposed anything to Furlong
Furlong Fund S T R I C T L Y P R I V A T
E A N D C O N F I D E N T I A L 19

Microwave Filter (PK) (USOTC:MFCO)
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