SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 ss. 240.14a-11(c) or ss. 240.14
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 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:
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THE CHACONIA INCOME & GROWTH FUND, INC.
c/o Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the annual meeting (the "Annual Meeting") of
stockholders of The Chaconia Income & Growth Fund, Inc. (the "Fund") will be
held at the offices of FOLEY & LARDNER, 3000 K Street, N.W., Suite 500,
Washington, D.C. 20007-5109 on Tuesday, May 18, 1999 at 1:00 P.M. (EASTERN TIME)
for the following purposes:
1. To ratify or reject the selection of PricewaterhouseCoopers LLP,
independent certified public accountants, to audit the accounts of the Fund for
the fiscal year ending December 31, 1999.
2. To elect five (5) directors of the Fund, to hold office until the
annual meeting of stockholders in 2004 and until their successors are duly
elected and qualified.
3. To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournment or postponement thereof.
The close of business on March 31, 1999 has been fixed 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.
All stockholders are cordially invited to attend the Annual Meeting in
person, if possible. Stockholders who are unable to be present in person are
requested to execute and promptly return the accompanying proxy in the enclosed
envelope. The proxy is being solicited by the directors of the Fund. Your
attendance at the Annual Meeting, whether in person or by proxy, is important to
ensure a quorum. If you return the proxy, you still may vote your shares in
person by giving notice (by subsequent proxy or otherwise) to the Secretary of
the Fund at any time prior to its vote at the Annual Meeting.
By Order of the Board of Directors
/s/Ulice Payne, Jr., Secretary
Ulice Payne, Jr., Secretary
April 21, 1999
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE ENCLOSED PROXY,
WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR NAME APPEARS
THEREON AND RETURN IMMEDIATELY.
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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
TO BE HELD MAY 18, 1999
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 on Tuesday, May 18, 1999 at 1:00 P.M. 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 21, 1999.
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 persons nominated for election as directors, FOR the
ratification of the selection of PricewaterhouseCoopers LLP as the independent
certified public accountants for the fiscal year ending December 31, 1999 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
accountants and the election of directors, 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, 1999
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,
4,427,519.641 shares of common stock. Each share of common stock is entitled to
one vote on each matter to be presented at the meeting. At the Annual Meeting, a
quorum will exist with respect to each matter to be voted upon if one-third of
the shares of common stock entitled to be cast thereon is represented in person
or by proxy. EACH
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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 PricewaterhouseCoopers LLP, independent certified public
accountants, to audit the accounts of the Fund for the fiscal year ending
December 31, 1999. Their selection was approved by the unanimous written consent
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.
PricewaterhouseCoopers 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 PricewaterhouseCoopers 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 PricewaterhouseCoopers
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 PricewaterhouseCoopers LLP as independent
certified Public Accounts of the Fund.
PROPOSAL TWO
ELECTION OF DIRECTORS
The Board of Directors of the Fund currently consists of five persons
elected to serve five-year terms. The Board of Directors is recommending that
Judy Chang, Clarry Benn, Renrick Nickie, Dr. Roosevelt Williams and Dr. John A.
Cole be elected to director positions at the Annual Meeting, each for terms
expiring on the date of the Fund's annual meeting to be held in 2004 or until
their respective successors are duly elected and qualified. Mr. Benn and Mr.
Nickie also serve as executive officers of the Fund. It is the intention of the
persons named in the enclosed proxy to vote in favor of the election of the
nominees listed below. The Board of Directors of the Fund anticipates that each
nominee for election as a director will be a candidate when the election is
held. However, if for any reason any nominee is not a candidate at that time,
proxies will be voted for any substitute nominee designated by the incumbent
directors (except where a proxy withholds authority with respect to the election
of directors).
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Certain information concerning the nominees is set forth as follows
(directors deemed to be "interested persons" of the Fund for purposes of the
1940 Act are indicated by an asterisk):
Position(s) Held Principal Occupation
Name and Address With the Fund During Last Five Years
---------------- ------------- ----------------------
*Judy Y. Chang Director and Chairman of Trinidad and
Trinidad and Tobago Unit Chairman Tobago Unit Trust
Trust Corporation Corporation, 8-97 to Present
74 Independence Square and Consultant, 7-97 to
Port-of-Spain Present; Partner, Price
Trinidad and Tobago, W.I. Waterhouse, LLP 1-80 to 6-97.
*Clarry Benn Director and Executive Director of the
Trinidad and Tobago Unit President Trinidad and Tobago Unit
Trust Corporation Trust Corporation, 9-96 to
74 Independence Square Present and Executive
Port-of-Spain Manager, Investments and
Trinidad and Tobago, W.I. Financial Trust Accounting,
8-92 to 8-96.
*Renrick Nickie Director, Vice Executive Manager, Marketing
Trinidad and Tobago Unit President and and Operations of the
Trust Corporation Treasurer Trinidad and Tobago Unit
74 Independence Square Trust Corporation, 8-92 to
Port-of-Spain Present.
Trinidad and Tobago, W.I.
Dr. John A. Cole Director Professor at Benedict
2943 Landing Way College, 8-98 to Present;
Orangeburg, SC 29115 Visiting Professor of Finance
at the University of North
Carolina at Charlotte, 9-97
to 7-98; Professor of Finance
at South Carolina State
University 8-95 to Present;
Associate Professor of
Finance at Florida A&M
University, 8-89 to 8-95.
Dr. Roosevelt J. Williams Director Director, Cipriani College
Cipriani College of Labour of Labour and Cooperative
and Cooperative Studies Studies, 8-97 to Present and
Churchill Roosevelt Highway Education Consultant, 1-96
Valsayn, Trinidad and to 7-97; Professor of Howard
Tobago, W.I. University, 8-89 to 12-95.
The Corporation pays directors who are not "interested persons" of the
Fund nor employees of its investment advisor $500 per meeting of the board
attended by the director. Directors also are reimbursed by the Corporation for
any expenses incurred in attending meetings.
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As of March 31, 1999, all officers and directors of the Fund as a group
(6 persons) beneficially owned 14,274.460 shares of the Fund (which constituted
less than 1% of its then outstanding shares).
The Board of Directors of the Fund recommends that the stockholders of
the fund vote "FOR" the election of the nominees to serve as directors of the
Fund. Shares of Common Stock Represented by Executed But Unmarked Proxies will
be voted "FOR" the election of the nominees.
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 Fun 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, 1998, the Fund paid $145,644 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 other 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 sale 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
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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, 1998, the Advisor placed no portfolio
transactions with firms supplying investment information to the Advisor.
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 principles.
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
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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 bet judgment of the person or persons voting the proxies.
By Order of the Board of Directors
/s/Ulice Payne, Jr., Secretary
Ulice Payne, Jr., Secretary
Trinidad & Tobago, W.I.
April 21, 1999
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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, on
Tuesday, May 18, 1999 at 1:00 P.M. (Eastern Time) and at any adjournments
thereof.
1. To ratify or reject the selection of PricewaterhouseCoopers LLP,
independent certified public accountants, to audit the accounts of the
Fund for the fiscal year ending December 31, 1999.
_____ APPROVE _____ DISAPPROVE _____ ABSTAIN
2. To elect Directors _____ FOR all nominees listed below (except as marked
to the contrary below)
_____ WITHHOLD AUTHORITY for all nominees listed below
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list
below):
Judy Chang
Clarry Benn
Renrick Nickie
Dr. Roosevelt Williams
Dr. John A. Cole
3. To transact 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 FOR Proposal 1 and FOR all nominees listed in Proposal 2.
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.
Receiptacknowledged of the Proxy Statement for the
annual meeting of stockholders to be held on May 18,
1999
----------------------------------------------------
(Signature of Shareholder)
----------------------------------------------------
(Print First Name) (Print Last Name)
Date: , 1999
----------------------------------------
I (we) do _____ do not _____ expect to be present at
the meeting
