SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEEMENT PURSUANT TO SECTION 14 (a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the registrant [X]
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 Rule 14a-6(e) (2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The Chaconia Income & Growth Fund, 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):
[X] No fee required.
[ ] Fee computed on table below per Exhange Act Rules 14a-6(i) 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 is
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 CHACONIA INCOME & GROWTH FUND, INC.
American Data Services, Inc.
The Hauppauge Corporate Center
150 Motor Parkway
Suite 109
Hauppauge, NY 11788
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of The Chaconia Income &
Growth Fund, Inc. (the "Fund") to be voted at the annual meeting of
stockholders (the "Annual Meeting") to be held at 9 a.m. on Tuesday,
May 12, 1998, Eastern Time, at the offices of Foley & Lardner, 3000
K Street, N.W., Suite 500, Washington, D.C. 20007-5109, and all
adjournments or postponements thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. The mailing of the
Notice of Annual Meeting, this Proxy Statement and the accompanying forms
hereof will take place on or about April 3, 1998.
GENERAL INFORMATION
All properly executed proxies received prior to the annual
meeting will be voted at the annual meeting in accordance with the
instructions marked thereon or otherwise provided therein. Accordingly,
unless instructions to the contrary are marked, the shares represented by
executed but unmarked proxies will be voted FOR the ratification of the
selection of Coopers & Lybrand LLP as the Fund's independent certified
public accountants for its fiscal year ending December 31, 1998 and such
other business or matters which may properly come before the Annual
Meeting in accordance with the best judgment of the persons named as
proxies in the enclosed form of proxy. Other than the ratification of the
independent public accountant, the Board has no knowledge of any matters
to be presented for action by the stockholders at the Annual Meeting.
Any stockholder may revoke his or her proxy at any time prior to
the exercise thereof by (i) giving written notice to Ulice Payne, Jr., the
Secretary of the Fund, c/o Foley & Lardner, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, (ii) by signing another proxy of a later
date, or (iii) by personally casting his or her vote in person. Presence
at the Annual Meeting of a stockholder who has signed a proxy does not in
itself revoke a proxy.
The Board of Directors has fixed the close of business on
March 31, 1998 as the record date for the determination of stockholders
entitled to receive notice of and to vote at the Annual Meeting and any
adjournment or postponement thereof. On that date, the Fund had,
outstanding and entitled to vote 1,921,437 shares of common stock. Each
share of common stock is entitled to one vote on each matter to be
presented at the meeting. EACH PROPOSAL REQUIRES A VOTE OF A MAJORITY OF
THE FUND'S OUTSTANDING COMMON STOCK.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE ANNUAL
REPORT AND MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY, TO ANY STOCKHOLDER UPON REQUEST BY SENDING THE ATTACHED SELF-
ADDRESSED POSTAGE PAID CARD TO THE CHACONIA INCOME & GROWTH FUND, INC.,
C/O AMERICAN DATA SERVICES, INC., 150 MOTOR PARKWAY, SUITE 109, HAUPPAUGE,
NEW YORK 11788.
PROPOSAL ONE
RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors recommends that the stockholders ratify
the selection of Coopers & Lybrand LLP, independent certified public
accountants, to audit the accounts of the Fund for the fiscal year ending
December 31, 1998. Their selection was approved by the vote, cast in
person, of all of the directors of the Fund, including all of the
directors who are not "interested persons" of the Fund within the meaning
of the 1940 Act, at the regular meeting of the Board of Directors held on
February 20, 1998. Coopers & Lybrand LLP has audited the accounts of the
Fund since prior to the Fund's commencement of business on April 8, 1993
and does not have any direct financial interest or any material financial
interest in the Fund. A representative of Coopers & Lybrand LLP is
expected to attend the meeting and to have the opportunity to make a
statement and respond to appropriate questions from stockholders.
The Board of Directors of the Fund recommends that the
stockholders of the Fund vote FOR the ratification of the selection of
Coopers & Lybrand LLP as independent certified public accountants of the
Fund. Shares of Common Stock Represented by Executed But Unmarked Proxies
will be Voted "FOR" the ratification of the selection of Coopers & Lybrand
LLP as independent certified Public Accountants of the Fund.
ADDITIONAL INFORMATION
PORTFOLIO TRANSACTIONS AND BROKERAGE
INVESCO Capital Mgmt. Inc. (the "Advisor") is authorized on
behalf of the Fund to employ brokers to effect the purchase or sale of
portfolio securities with the objective of obtaining prompt, efficient and
reliable execution and clearance of such transactions at the most
favorable price obtainable ("best execution") at reasonable expense.
Transactions in securities other than those for which a securities
exchange is the principal market are generally done through a principal
market maker. However such transactions may be effected through a
brokerage firm and a commission paid whenever it appears that the broker
can obtain a more favorable overall price. All brokerage commissions paid
by the Fund will be paid to non affiliated brokers. In general, there may
be no stated commission in the case of securities traded on the over-the-
counter markets, but the prices of those securities may include
undisclosed commissions or markups. The Fund also expects that securities
will be purchased at times in underwritten offerings where the price
includes a fixed amount of compensation generally referred to as the
underwriter's concession or discount. During the Fund's fiscal year ended
December 31, 1997, the Fund paid $8,140 in brokerage commissions, none of
which were paid to affiliates of the Fund or the Advisor.
The Advisor presently does, and may in the future, act as
advisor to others. It is the practice of the Advisor to cause purchase
and sale transactions to be allocated among the Fund and others whose
assets it manages in such manner as it deems equitable. In making such
allocations among the Fund and other client accounts, the main factors
considered are the respective investment objectives, the relative size of
portfolio holdings of the same or comparable securities, the availability
of cash for investment, the size of investment commitments generally held
and the opinions of the persons responsible for managing the portfolios of
the Fund and other client accounts.
The policy of the Fund regarding purchases and sales of
securities for its portfolio is that primary consideration will be given
to obtaining the most favorable prices and efficient execution of
transactions. In seeking to implement the Fund's policies, the Advisor
effects transactions with those brokers and dealers who the Advisor
believes provide the most favorable prices and are capable of providing
efficient executions. If the Advisor believes such price and execution
are obtainable from more than one broker or dealer, it may give
consideration to placing portfolio transactions with those brokers and
dealers who also furnish research and other services to the Fund or the
Advisor of the type described in section 28(e) of the Securities Exchange
Act of 1934, as amended. In doing so, the Fund may also pay higher
commission rates than the lowest available when the Advisor believes it is
reasonable to do so in light of the value of the brokerage and research
services provided by the broker effecting the transaction. Such services
may include, but are not limited to, any one or more of the following:
information as to the availability of securities for purchase or sale;
statistical or factual information or opinions pertaining to investment
wire services; and appraisals or evaluations of portfolio securities.
During the Fund's fiscal year ended December 31, 1997, the Advisor placed
no portfolio transactions with firms supplying investment information to
the Advisor.
In February 1997, the Advisor merged with A I M Management
Group, Inc. ("AIM"), one of the largest mutual fund managers in the United
States. AIM's business is primarily retail-oriented and focused on mutual
funds marketed by financial consultants in the United States. AIM's
business fits well within the Advisor's focus on institutional money
management and no-load funds. The Advisor will be able to sell its
successful value products through AIM's extensive marketing organization.
AIM will have access to the Advisor's extensive international
capabilities. This merger results in a new financial services company,
well-equipped to provide the Fund and investors with a comprehensive
spectrum of investment management capabilities. AIM and the Advisor will
continue to work as separate companies under the holding company AMVESCO.
PERTAINING TO SHARE OWNERSHIP OF PERSONS, IF ANY, KNOWN TO
OWN AT LEAST 5% OF THE FUNDS OUTSTANDING VOTING
SECURITIES AS OF MARCH 31, 1998
Name and Address of Percentage of
Stockholder Shares Outstanding Number of Shares
The Trinidad and Tobago Unit 6.29% 121,492
Trust Corporation
74 Independent Square
Port-of-Spain
Trinidad & Tobago, W.I.
The officers and directors of the Fund, as a group, own less
than 1% of the shares of stock of the Fund.
DEFINITION OF "VOTE OF A MAJORITY OF
THE OUTSTANDING COMMON STOCK" OF THE FUND
A majority of the Fund's outstanding common stock means more
than 50% of the Fund's outstanding common stock present at a meeting at
which more than 50% of the Fund's outstanding common stock are present or
presented by proxy.
The only voting securities of the Fund are its shares of common
stock.
SUBMISSION OF PROPOSALS FOR MEETING OF STOCKHOLDERS
Under the current law of Maryland, in which state the Fund is
incorporated, meetings of stockholders are required to be held only as
provided in the Articles of Incorporation, By-Laws or, when necessary,
under the Maryland Business Corporation Act. A shareholder proposal
intended to be presented at any meeting hereafter called must be received
by the Fund within a reasonable time before the solicitation relating
thereto is made in order to be included in the proxy statement and form of
proxy related to such meeting.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, the cost of
which has been paid by the Fund, the directors of the Fund and employees
of the Advisor may solicit proxies in person or by telephone. Persons
holding shares as nominees will upon request be reimbursed for their
reasonable expenses in sending soliciting material to their principals.
ADDRESSES
The name and address of the Fund's investment advisor and
administrator are as follows:
Investment Advisor Administrator
INVESCO Capital Mgmt. Inc. American Data Services, Inc.
1315 Peachtree Street, N.E. 150 Motor Parkway
Suite 500 Suite 109
Atlanta, Georgia 30309 Hauppauge, New York 11788
OTHER MATTERS
The Board of Directors of the Fund does not know of any matters
to be presented at the meeting other than those mentioned in this Proxy
Statement. If an event not now anticipated, or if any other matters
properly come before the meeting, the shares represented by proxies will
be voted with respect thereto in accordance with best judgment of the
person or persons voting the proxies.
By Order of the Board of Directors
/s/ Ulice Payne, Jr.
Ulice Payne, Jr., Secretary
Trinidad & Tobago, W.I.
April 3, 1998
<PAGE>
THE CHACONIA INCOME & GROWTH FUND, INC.
c/o Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Revoking any such prior appointments, the undersigned appoints Clarry Benn
as proxy with the power of substitution to vote all the common stock of
The Chaconia Income & Growth Fund, Inc. (the "Fund") registered in the
name of the undersigned at the annual meeting of stockholders to be held
at the offices of Foley & Lardner, 3000 K Street, N.W., Suite 500,
Washington, D.C. 20007-5109, at 9:00 A.M. (Eastern Time) and at any
adjournments thereof.
1. To ratify or reject the selection of Coopers & Lybrand LLP,
independent certified public accountants, to audit the accounts of
the Fund for the fiscal year ending December 31, 1998.
_____ APPROVE _____ DISAPPROVE _____ ABSTAIN
2. To transaction such other business as may properly come before the
meeting.
The shares of common stock represented by this Proxy will be voted in
accordance with the specifications made above. If no specifications are
made, such shares will be voted to APPROVE Proposal 1.
NOTE: Please sign exactly as name appears on this card. All joint
owners should sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian for a minor,
please give full title as such. If a corporation, please sign
in full corporate name and indicate the title of the signing
officer. If a partner, please sign in the partnership name.
Receipt acknowledged of the Proxy Statement
for the annual meeting of stockholders to be
held on May 12, 1998
__________________________________________
(Signature of Shareholder)
__________________________________________
(Print First Name (Print Last Name)
Date: ________________________, 1998
I (we) do _____ do not _____ expect to be
present at the meeting.
