SCHEDULE 14A
(Rule 14a-101)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Section 240.14a-6(e)(2))
[] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
The Chapman Funds, Inc.
(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):
[] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of
Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-(6)(i)(3).
[ ] 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:
<PAGE>
THE CHAPMAN FUNDS, INC.
401 East Pratt Street
Baltimore, Maryland 21202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
An Annual Meeting of Stockholders of The Chapman Funds, Inc.
(the "Company"), will be held at The Chapman Co., 401 East Pratt
Street, Baltimore, Maryland, on April 22, 1996, at 11:00 a.m.
local time to act on the following matters:
1. Election of directors to serve until
their successors are elected and qualify;
2. Ratification of the selection of Ernst &
Young as independent auditors for the Company; and
3. Such other business as may properly come
before the meeting.
Only stockholders of record at the close of business on
March 22, 1996, are entitled to notice of and to vote at such
meeting or any adjournments thereof.
March 29, 1996 Sincerely,
/s/ BONNIE S. GILLETTE
Bonnie S. Gillette
Secretary
Please mark, sign and date the enclosed proxy and return it
promptly in the enclosed envelope. If you attend the meeting and
wish to vote in person, you may revoke your proxy.
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<PAGE>
THE CHAPMAN FUNDS, INC.
401 East Pratt Street
Baltimore, Maryland 21202
PROXY STATEMENT
Annual Meeting of Stockholders
April 22, 1996
The enclosed proxy is solicited by the Board of Directors of
The Chapman Funds, Inc. (the "Company") for use at the annual
meeting of stockholders of the Company to be held on April 22,
1996. This Proxy Statement was first mailed to stockholders on
March 29, 1996.
Proxies will be solicited by mail and may be solicited in
person or by telephone by directors, officers and employees of
the Company. Nominees will, upon request, be supplied with
additional proxy materials and will be reimbursed by the Company
for their reasonable expenses in sending these materials to their
principals. The cost of printing and mailing this notice and
proxy statement and proxy form and of soliciting proxies will be
borne by the Company.
Management knows of no business to be brought before the
meeting except as set forth in the notice of the meeting. If any
other matters should come before the meeting, the persons named
in the enclosed form of proxy intend to vote on such matters in
accordance with their best judgment.
A stockholder may revoke his proxy by notifying the Company
in writing prior to the meeting, by subsequently executing
another proxy or by attending the meeting and giving oral notice
of revocation to the Chairman of the meeting.
Stockholders are urged to return their proxies promptly in
order to ensure action by a quorum and to avoid the expense of
additional solicitation.
The Company will furnish, without charge, a copy of the
annual report to any shareholder upon request. Any such request
should be directed to Lisa Fullagar, The Chapman Funds, Inc., 401
East Pratt Street, Baltimore, Maryland 21202, telephone (800) 752-
1013.
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<PAGE>
Stockholders of record at the close of business on March 22,
1996, are entitled to vote at the meeting ("record date"). On
the record date the Company had outstanding 43,894,338 shares of
The Chapman US Treasury Money Fund and no shares of The Chapman
Institutional Cash Management Fund (each a "Fund"). Stockholders
of each Fund are entitled to one vote for each share held and
will vote as a single class on each matter to be considered at
the meeting. The presence in person or by proxy of the holders
of one-third of the shares entitled to vote at the meeting is
required to constitute a quorum for the transaction of business.
PRINCIPAL STOCKHOLDERS
The following table sets forth the name and the number and
percentage of the outstanding shares of The Chapman U.S. Treasury
Money Fund owned beneficially by each person who owned
beneficially 5% or more of the outstanding shares on March 22,
1996, the latest practicable date. No shares of The Chapman
Institutional Cash Management Fund were outstanding on that date.
<TABLE>
<CAPTION>
ACCOUNT NAME TOTAL SHARES %
<S> <C> <C>
Bank Of New York 4,028,727.79 9.18%
Trst Prince Georges County Solid
Waste
101 Barclay St., 21st Floor
Corporate Trust Administration
New York, New York 10286
Maryland Teachers & State 8,601,972.70 19.60%
Employees Supplemental Ret Agency
320 N. Eutaw Street, 4th Floor
Baltimore, Maryland 21201
City Of Philadelphia Consolidated 10,000,000.00 22.78%
Cash
City Of Treasurer's Office
640 Msb, 1404 Jfk Boulevard
Philadelphia, Pa 19102-1681
Treasurer, State Of Mississippi 5,000,000.00 11.39%
Po Box 138
Jackson, Ms 39205
Chapman Capital Management, Inc. 3,768,700.78 8.59%
Fbo Birmingham Retirement & Relief
Sys
401 E. Pratt Street, 28th Floor
Baltimore, Md 21202
School District Of Philadelphia 2,594,000.03 5.91%
Treasurer's Office Rm 804
21 Street And The Parkway
Philadelphia, Pennsylvania 19103
Total of Accounts Holding Less than 9,900,936.79 22.55%
5%
TOTAL FUND SHARES 43,894,338.19 100.00%
</TABLE>
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<PAGE>
1. ELECTION OF DIRECTORS
Nine directors are to be elected at the meeting. The Board
of Directors has nominated the persons named below for election
as directors.
Mr. Nathan A. Chapman, Ms. Lottie H.
Jr. Shackelford
Mr. Wilfred Marshall Mr. David E. Rivers
Mr. James B. Lewis Mr. Ronald A. White
Dr. Levi Watkins, Jr. Dr. Benjamin Hooks
Dr. Joseph Quash
Unless directed to the contrary, proxies will be voted for
the election of such nominees.
In accordance with Maryland law and the Company's Bylaws,
the Company does not expect to hold annual meetings of
stockholders unless the election of directors is required by law.
The Investment Company Act of 1940 requires a meeting of
stockholders for election of directors to fill vacancies when
less than a majority of the directors then in office were elected
by the stockholders. The directors elected at this meeting will
serve until their successors have been elected and qualify or
until their earlier death, resignation or removal. Any vacancies
on the Board will be filled by the remaining directors, subject
to the requirements of the Investment Company Act of 1940.
Each nominee has consented to the nomination and has agreed
to serve if elected. If any of the nominees should not be
available for election, the persons named as proxies may vote for
other persons in their discretion. The Board of Directors has no
reason to believe that any of the nominees will be unable or
unwilling to serve if elected.
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<PAGE>
The name and age, positions held with the Company and
principal occupation for the past five years of each nominee are
set forth below:
<TABLE>
<CAPTION>
POSITIONS(S)
HELD WITH PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS REGISTRANT AGE DURING PAST 5 YEARS
<S> <C> <C> <C>
*Nathan A. Nominee 38 President, Chief Executive
Chapman, Jr. for Officer and Treasurer
401 E. Pratt St., Director since 1986 of The Chapman
28th Flr and Co., the Funds'
Baltimore, MD President distributor, and President
21202 and Chief Executive
Officer of Chapman Capital
Management, Inc., the
Funds' advisor, since
1988. President, Chairman
of the Board of Directors
and Director of DEM, Inc.
(a closed-end investment
company managed by the
advisor) since 1995.
James B. Lewis Nominee 48 City
6117 Carousl NW for Administrator/Manager,
Albuquerque, NM Director City of Rio Rancho, New
87120 Mexico since March 1996,
Chief Clerk-State
Corporation Commission
from April 1995 to March
1996, Chief of Staff,
Office of the Governor
from Jan. 1991 to April
1995. New Mexico State
Treasurer, December 1985
to January 1991. County
Treasurer, Bernalillo
County 1982-1985.
Director DEM, Inc.
Wilfred Marshall Nominee 60 Vice President, Gateway
8929 S. Sepulveda for Express Inc. since 1994,
Blvd Director Director, Mayor's Office
Suite 405 of Small Business
Los Angeles, CA Assistance - City of Los
90045 Angeles from October 1981
to 1994, Economic
Development Representative
U.S. Department of
Commerce, Economic
Development Administration
1972 to October 1981.
Lottie H. Nominee 54 Executive Vice President,
Shackelford for Global USA - since 1995,
1720 Abigail Director City Director of the City
Street of Little Rock, Arkansas,
Little Rock, AK 1978 to 1995, the City
72201 Mayor of Little Rock,
Arkansas, 1987-1989; Vice
Chair, Democratic National
Committee, 1989, Co-Chair,
Democratic National
Committee, 1988. Director
DEM, Inc.
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<PAGE>
</TABLE>
<TABLE>
<S> <C> <C> <C>
*Levi Watkins, Nominee 32 Associate Professor of
Jr., M.D. for Surgery, Johns Hopkins
2411 Boston Director University, School of
Street Medicine since July, 1984.
Baltimore, MD
21224
Ronald A. White Nominee 46 President, Ronald A.
1401 Walnut for White, P.C. since 1982,
Street Director Director DEM, Inc.
Philadelphia, PA
19102
*Dr. Benjamin Nominee 71 Senior Vice President of
Hooks for The Chapman Co., since May
200 Wagner Place Director 1993. Executive Director
Memphis, TN of the NAACP from 1977 to
38103 April 1993.
Dr. Joseph Quash Nominee 56 Quash - Pinder Cardiology
Capital for Associates since 1976.
Cardiology Director
1160 Varnum St.
NE
Suite 100
Washington, DC
20017
David E. Rivers Nominee 53 Director of Outreach and
67 Legare Street for Community Development,
Charleston, SC Director January 1995 to Present;
29401 President of Research,
Planning and Management,
January 1991 to Present.
Special Assistant for
Capital Improvements,
Department of Public
Works, April 1989 to
January 1991.
</TABLE>
* Directors deemed to be "interested persons" of the Company
for purposes of the Investment Company Act of 1940 are indicated
by an asterisk. In addition to the positions indicated with the
Funds' advisor and distributor, Mr. Chapman is a principal
stockholder of the Funds' distributor. Dr. Watkins is the
brother of Donald Watkins, a member of the Board of Directors of
the Funds' distributor.
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<PAGE>
<TABLE>
<CAPTION>
COMPENSATION TABLE
(1) (2) (3) (4) (5)
Pension or Total
Retirement Estimated Compensati
Aggregate Benefit Annual on from
Name of Person Compensatio Accrued as Benefits Fund and
Position n From Fund part of upon Fund
Fund Retiremen Complex
Expenses t Paid to
Directors
<S> <C> <C> <C> <C>
Nathan A.
Chapman, Jr. -0- -0- -0-
Director and -0-
President
James B. Lewis
Director 3,180.92 -0- -0- 3,180.92
Wilfred Marshall
Director -0- -0- -0- -0-
Lottie H.
Shackelford 1,000 -0- -0- 1,000
Director
Levi Watkins,
Jr., M.D. -0- -0- -0-
Director -0-
Ronald A. White
Director -0- -0- -0-
-0-
Dr. Benajmin
Hooks -0- -0- -0-
Director -0-
</TABLE>
The Board of Directors of the Company met two times during
the fiscal year ended October 31, 1995. Mr. Chapman and Mr.
Lewis attended both meetings of the Board; Ms. Shackelford
attended one meeting. Mr. Marshall and Dr. Watkins attended no
meetings. Messrs. Hooks and White were appointed to the Board at
the last meeting of the Board of Directors. The Board of
Directors has no committees.
Directors of the Company who are not officers receive from
the Company a fee of $1,000 for each Board of Directors meeting
attended and are reimbursed for all out-of-pocket expenses
relating to attendance at meetings.
The names, ages, and positions held with the Company and
with the Funds' advisor or distributor, and principal occupation
for the past five years of each officer of the Company, in
addition to Mr. Chapman, are set forth below:
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<PAGE>
<TABLE>
<CAPTION>
Positions with the Funds' Advisor or
Distributor,
Other Positions Held and Principal
Name and Age With Company Occupations for the Past Five Years
<S> <C> <C>
Valerie A. Vice Administrator of The Chapman Co.
Chapman President since March, 1988; Assistant to Vice-
(35) President at the First National Bank
of Maryland, May 1985 to March 1988;
Secretary at Sinai Hospital, July
1983 to May 1985. She is married to
Nathan A. Chapman, Jr.
Bonnie Shay Secretary Secretary of Chapman Capital
Gillette Management, Inc. since 1988;
(43) Secretary of The Chapman Co. since
February 1987; Assistant Secretary
of DEM, Inc. since October 1995;
Sales Assistant, Alex. Brown & Sons,
Incorporated, April 1986 to February
1987.
Lynn Ballard Treasurer Controller of The Chapman Co. since
(53) May 1988; Treasurer of Chapman
Capital Management, Inc. since 1988;
Treasurer of DEM, Inc. since October
1995.
</TABLE>
No director or officer of the Company owns beneficially any
shares of either Fund. Mr. Chapman is the principal shareholder
of the Funds' distributor. Dr. Hooks and Mr. White each own
less than 5% of the outstanding stock of the Funds' distributor.
No officer of the Company receives any compensation from the
Company.
ADDITIONAL INFORMATION
The Advisor
Chapman Capital Management, Inc. (the "Advisor") acts as the
investment advisor and manager for each of the Funds pursuant to
an Advisory and Administrative Services Agreement dated May 16,
1989 (the "Advisory Agreement"). Mr. Chapman is Chairman of the
Board and a director of the Advisor. The Advisor is a wholly-
owned subsidiary of The Chapman Co., the Funds' distributor. The
Advisor's address is the same as that of the Company. Mr.
Chapman owns 63% of the equity and has the right to cast 71% of
the votes entitled to be cast by stockholders of The Chapman Co.
9
<PAGE>
The Advisor recommends and implements portfolio transactions
in accordance with each Fund's investment objectives, policies
and limitations and subject to policies of the Board of
Directors. During the period November 1, 1994 to October 31,
1995, the total purchases and sales (excluding maturities) of The
Chapman US Treasury Money Fund were $4,784,805,634.
The Advisor receives management and administrative fees
payable monthly in amounts equal to .005% and .001%,
respectively, of each Fund's average daily net assets during the
preceding month. The Advisor has agreed that through December
31, 1996 it will bear each Fund's expenses (other than income,
excise and other taxes and extraordinary expenses) in excess of
.75% of average daily net assets of the Fund in any year up to
the amount of its management and administrative fees from the
Fund.
For the period November 1, 1994 to October 31, 1995, the
Advisor received management and administrative fees of $148,368
and $29,674, respectively, with respect to The Chapman US
Treasury Money Fund. These amounts are net of fee reductions to
cover excess expenses of $66,577 for The Chapman US Treasury
Money Fund. These amounts include administrative amounts paid by
the Advisor to others for administrative services with respect to
the Funds.
Distributor
The Chapman Co. acts as exclusive underwriter for the Funds
on a best-efforts basis. The address of The Chapman Co. is the
same as that of the Company. The Chapman Co. sells shares to
investors without a sales charge and pays for the expense of
preparing and printing sales literature for the Company and the
cost of printing prospectuses for prospective stockholders. The
Chapman Co. receives no commissions or expenses from the Company
or its stockholders for sales of Fund shares and may pay
commissions to its sales representatives or to other broker-
dealers for sales of Fund shares.
If a quorum is present, a plurality of the votes cast at the
meeting is required for election of a director. Abstentions and
broker non-votes will not constitute a vote "for" or "against"
any matter but will be counted toward a quorum.
The Board of Directors recommends a vote FOR election of
each of the nominees named above as a director of the
Corporation.
SELECTION OF INDEPENDENT AUDITORS
Ernst & Young served as independent auditors of the Company
for its fiscal year ended October 31, 1995. Ernst & Young have
no direct or material indirect interest in the Company, Chapman
Capital Management, Inc. or The Chapman Co. At a meeting held on
March 21, 1996, a majority of the Company's Directors who are not
interested persons of the Company, with the concurrence of a
majority of the Board of Directors, selected Ernst & Young as
independent auditors of the Company for the current fiscal year,
subject to ratification by the stockholders.
10
<PAGE>
The Board of Directors of the Company has determined that
utilizing the services of Ernst & Young, who have extensive
experience in auditing mutual funds, is in the best interests of
the Company.
Ernst & Young is not presently expected to have a
representative present at the meeting and, therefore, will not
make a statement or respond to questions at the meeting.
The affirmative vote of a majority of the shares voted at
the meeting, assuming a quorum is present, is required to ratify
the selection of auditors.
The Board of Directors recommends that the stockholders vote
"FOR" the ratification of the selection of Ernst & Young as
independent auditors of the Company.
STOCKHOLDER PROPOSALS
The Company does not expect to hold regular annual meetings
of stockholders. A stockholder who wishes to submit a proposal
to be considered at a meeting of stockholders should send the
proposal to the Company at the address set forth on the first
page of this Proxy Statement. It is suggested that proposals be
forwarded by certified mail, return receipt requested.
March 29, 1996 Sincerely,
/s/ BONNIE S. GILLETTE
Bonnie S. Gillette
Secretary
11
<PAGE>
THE CHAPMAN FUNDS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Nathan A. Chapman, Jr. and Earl
U. Bravo, Sr., or either of them, the proxy or proxies of the
undersigned with full powers of substitution, to vote all shares
of Common Stock of The Chapman Funds, Inc. held of record by
the undersigned at the close of business on March 22, 1996 at
the Annual Meeting of Stockholders of the Company to be held on
Monday, April 22, 1996 at 11:00 a.m., Eastern Time and at any
adjournment or adjournments thereof, upon the matters set forth
herein.
PLEASE MARK YOUR CHOICE IN BLUE OR BLACK INK, PLEASE SIGN, DATE
AND RETURN THIS PROXY PROMPTLY USING THE ACCOMPANYING ENVELOPE
Please If properly executed, the shares represented
mark by this proxy will be voted in the manner
votes directed herein by the undersigned
as in stockholder, or to the extent directions are
this not given, such shares will be voted FOR each
example of the nominees and each other proposal.
The Board of Directors recommends a vote "FOR" the nominees
listed below and a vote "FOR" Proposals 2 and 3.
1. ELECTION OF DIRECTORS.
Nominees: Nathan A. Chapman, Jr., Wilfred
Marshall, James B. Lewis, Levi Watkins, Jr., Lottie
H. Shackelford, David E. Rivers, Ronald A. White,
Benjamin Hooks and Joseph Quash
FOR ALL NOMINEES LISTED WITHHOLD AUTHORITY FOR
(EXCEPT AS INDICATED) ALL NOMINEES LISTED
To withhold authority to vote for any nominee, write that
nominee's name in the space provided.
_______________________________________________________________
_________
For Against Abstain
2 RATIFICATION OF APPOINTMENT
. OF ERNST & YOUNG AS
INDEPENDENT AUDITORS.
3 IN THEIR DISCRETION, THE
. PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY
ADJOURNMENT THEREOF.
MARK HERE FOR
___________________ ADDRESS
____________ CHANGE AND NOTE
SUCH CHANGE
___________________ AT LEFT
____________
Please sign. Persons acting in a fiduciary capacity should so
indicate. PLEASE NOTE any change of address and supply any
missing Zip Code number.
Signature: Date:
Signature: Date:
