Notice of EGM

RNS Number:7912O
US Growth & Income Fund Ld
18 August 2003


 Further to the announcement of the Company's Interim Results published on 29th
 July 2003, a notice of an Extraordinary General Meeting has today been sent to
                        all shareholders, as follows :



        THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION


If you are in any doubt about what action you should take, you are recommended
immediately to seek your own personal financial advice from your stockbroker,
bank manager, solicitor, accountant or other independent financial adviser duly
authorised under the Financial Services and Markets Act 2000.  If you have sold
or otherwise transferred all your Shares in US Growth & Income Fund Limited you
should hand this document and the accompanying form of proxy to the purchaser or
agent through whom the sale or transfer was effected for onward transmission to
the purchaser or transferee.


                        US GROWTH & INCOME FUND LIMITED
             (a company incorporated in the Bailiwick of Guernsey)


                    NOTICE OF EXTRAORDINARY GENERAL MEETING
               AND PROPOSALS TO VOLUNTARILY WIND UP THE COMPANY


                             Notice to Shareholders
                              Dated 18 August 2003


Notice of an Extraordinary General Meeting of the Company to be held at
Trafalgar Court, Admiral Park, St. Peter Port, Guernsey, Channel Islands, GY1
3EP on 5 September 2003 at 9.30 a.m. is set out at the end of this document. A
form of proxy is enclosed for use at the Meeting. Forms of proxy should be
completed and returned as soon as possible to the Company's Registrars, Close
Fund Services Limited, P.O. Box 105, Trafalgar Court, Admiral Park, St. Peter
Port, Guernsey, Channel Islands, GY1 3EP and in any event so as to be received
no later than 48 hours before the time fixed for the Meeting.


CONTENTS
                                                                                                         Page
Definitions                                                                                                 3
Letter from the Chairman of US Growth & Income Fund Limited                                                 4
             Introduction                                                                                   4
             Proposed members' voluntary liquidation                                                        4
             Taxation                                                                                       4
             Stock Exchange dealings                                                                        5
             Action to be taken                                                                             5
             Meeting of Shareholders                                                                        5
             Recommendation                                                                                 5
Notice of Extraordinary General Meeting                                                                     6


EXPECTED TIMETABLE

                                                                                                         2003
Latest time for receipt of proxy for the Extraordinary General Meeting                  9.30 a.m. 3 September
Extraordinary General Meeting                                                           9.30 a.m. 5 September
Suspension of dealings in Ordinary Shares                                                         5 September
Expected first cash distribution in liquidation to Shareholders                                   Mid October



DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"Articles"                          The articles of association of the Company

"Board" or "Directors"              The directors of the Company whose names are set out on page 4

"Channel Islands Stock Exchange"    The Channel Islands Stock Exchange LBG

Effective Date"                     The date on which the proposed members' voluntary liquidation
                                    becomes effective, which is expected to be 5 September 2003

"Extraordinary General Meeting or " The Extraordinary General Meeting of the Company convened for 9.30
EGM"                                a.m. on 5 September 2003 (or any adjournment thereof), notice of
                                    which is set out on page 6 of this document

"US Growth & Income Fund" or the "  US Growth & Income Fund Limited
Company"

"Liquidator"                        "Richard Anthony Garrard" and "John Gilmour Clacy" of Deloitte &
                                    Touche, Chartered Accountants, of PO Box 137, St. Peters House, Le
                                    Bordage, St. Peter Port, Guernsey, Channel Islands, GY1 3HW

"Ordinary Shares"                   Ordinary shares of 25p each in the Company

"Ordinary Shareholder" or "         A holder of Ordinary Shares
Shareholder"

"Special Resolution"                The special resolution to be proposed at the EGM

"UK Listing Authority"              The Financial Services Authority in its capacity as the competent
                                    authority under the Financial Services and Markets Act 2000 for
                                    admission of securities to the Official List




                        US GROWTH & INCOME FUND LIMITED


(Registered in Guernsey under the Companies (Guernsey) Laws 1994 to 1996, as
amended, with registered number 37368 (a closed-ended investment company with
limited liability.))


Directors:
                                        Registered Office:

F John Roper (Chairman)                 Trafalgar Court
David E P Mashiter                      Admiral Park
George T Yoxall                         St. Peter Port
                                        Guernsey GY1 3EP



                                                                  18 August 2003



To: Ordinary Shareholders

Dear Sir or Madam,

Recommended proposals to place the Company into Members' Voluntary Liquidation

Introduction

The Directors propose that the Company be wound up on a voluntary basis, and are
therefore convening an Extraordinary General Meeting at which a Special
Resolution of Members will be proposed providing for the Company to be wound up
in accordance with section 78 of the Companies (Guernsey) Law 1994 ("the Law").
As required by the Company's Articles, you will find set out at the end of this
document a notice convening an EGM to be held at 9.30 a.m. on 5 September 2003
at which the Special Resolution to wind up the Company will be proposed.  The
purpose of this letter is to explain the reasons why your Board believes the
proposed members' voluntary liquidation is in the best interests of the
Shareholders and why you should vote in favour of the Ordinary and Special
Resolutions and the actions which are required to implement them.



Proposed members' voluntary liquidation

Following the disposal of the US equity portfolio in July 2002, the Company's
assets consisted of the Income Portfolio being a number of split capital
investment trusts. The Investment Manager has taken the opportunity presented by
recent strength in the market to sell a number of the holdings and one
significant holding was bought out. The cash raised from these disposals has
been applied to pay down bank debt and on 9th June 2003, it was announced that
the Company had repaid all outstanding bank debt.



Whilst the Company has sufficient liquid assets to meet its liabilities for the
foreseeable future, the ongoing expenses of the Company exceed its forecast
revenue. This will result in a gradual erosion of the remaining asset value.
Accordingly, the Directors have concluded that it is in the best interests of
the Company and its Shareholders to propose that the Company be placed into
members' voluntary liquidation. The Directors had requested that the Investment
Manager sell the remainder of the realisable securities in the portfolio and
this was completed by 18 July 2003.


The estimated net asset value of the Company as at 18 July 2003 was
approximately STG 45,000 and the estimated Net Asset Value per Ordinary Share at
this date was 0.075p. If the proposals are passed, it is hoped that, after the
costs of liquidation, which are estimated, in aggregate to be #15,000
(equivalent to 0.025p per Ordinary Share), have been met, there will be
sufficient assets available for the liquidator to make a small payment to
shareholders, but this is unlikely to exceed 0.06p per Ordinary Share.


Taxation

Liability to taxation will depend upon the individual circumstances of Ordinary
Shareholders.  Any Ordinary Shareholder who is in any doubt about his own tax
position, or who is subject to tax in any jurisdiction, should consult an
appropriate professional adviser.



Stock Exchange dealings

The listing on the Official List of the UK Listing Authority and the Channel
Islands Stock Exchange will be suspended on the Effective Date and subsequently,
within 12 months of the Effective date, will be cancelled.

Action to be taken

Shareholders will find enclosed a form of proxy for use at the Extraordinary
General Meeting

Meeting of Shareholders


The Extraordinary General Meeting of Shareholders is to be convened on 5
September 2003.  Notice of the Meeting is set out at the end of this document.
The Notice sets out the Special Resolution to be proposed at the meeting.

The quorum for a meeting of Shareholders is at least two Shareholders present in
person or by proxy.   A majority of not less than 75% of the total number of
votes cast is required to pass the Special Resolution.


If, within half an hour after the appointed time for the meeting, a quorum is
not present, then the meeting will be adjourned for 7 days to be held at the
same time and the same place. No further notice will be given of the date and
time of the adjourned meeting and at that meeting those Shareholders present in
person or by proxy will form a quorum whatever their number.  Again, a majority
of not less than 75% of the total number of votes cast is required to pass the
Special Resolution.


Shareholders are urged to complete the enclosed proxy form and return it so as
to be received by the Registrar at PO Box 105, Trafalgar Court, Admiral Park,
St. Peter Port, Guernsey GY1 3EP, not later than 48 hours before the time of the
meeting.  As mentioned above, this will not preclude any Shareholder from
attending and voting in person at the meeting.


Recommendation

The Directors consider these proposals to be in the best interest of
Shareholders as a whole and recommend that you vote in favour of the Special
Resolution to be proposed at the Extraordinary General Meeting.


Yours faithfully


F John Roper
Chairman




                        US GROWTH & INCOME FUND LIMITED



(Registered in Guernsey under the Companies (Guernsey) Laws 1994 to 1996, as
amended, with registered number 37368, a closed-ended investment company with
limited liability.)



Directors:
                                        Registered Office:

F John Roper (Chairman)                 Trafalgar House
David E P Mashiter                      Admiral Park
George T Yoxall                         St. Peter Port
                                        Guernsey GY1 2JA



                                                                  18 August 2003



NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of US Growth &
Income Fund Limited (the "Company") will be held on 5 September 2003 at 9.30
a.m. to consider and, if thought fit, pass the following resolutions which will
be proposed as special resolutions:

SPECIAL RESOLUTION

1.                   THAT

a.        the Company be wound up voluntarily and "Richard Anthony Garrard" and
"John Gilmour Clacy" (the "Liquidators") of Deloitte & Touche, Chartered
Accountants, of PO Box 137, St. Peters House, Le Bordage, St. Peter Port,
Guernsey, Channel Islands, GY1 3HW  be and are hereby appointed Liquidators of
the Company with the power to act jointly and severally for the purpose of such
winding up;

b.       the remuneration of the Liquidators be fixed on the basis of time spent
by them and members of their staff in attending to matters arising prior to and
during the winding up of the Company;

c.       the Liquidators may, in accordance with Article 133 (4) of the
Company's Articles of Association, after payment of all creditors, divide the
assets of the Company among the Members in specie;

18 August 2003
                                   Registered Office:

By Order of the Board              Trafalgar Court
Close Fund Services Limited        Admiral Park
Secretary                          St. Peter Port
                                   Guernsey GY1 2JA


Notes:



1.             Only ordinary shareholders of US Growth & Income Fund Limited are
entitled to attend and vote at this meeting.  Any such shareholder is entitled
to appoint a proxy (or proxies) to attend and, on a poll, vote instead of him. A
proxy need not be an ordinary shareholder of the Company.



2.                    Completion and return of a form of proxy will not prevent
an ordinary shareholder from subsequently attending the Extraordinary General
Meeting and voting in person if he so wishes.



3.                    To be effective, the instrument appointing a proxy, and
any power of attorney or other authority under which it is signed (or a copy of
any such authority certified notarially or in some other way approved by the
Directors), must be deposited with the Company's Registrar, Trafalgar Court,
Admiral Park, St Peter Port, Guernsey GY1 2JA,  not less than 48 hours before
the time for holding the meeting or adjourned meeting.


                        US GROWTH & INCOME FUND LIMITED

                                 ("The Company")

                                   PROXY FORM



For use in connection with the Extraordinary General Meeting of Members of the
US Growth & Income Fund Limited on 5 September 2003 at 9.30 a.m. and at any
adjournment thereof.



Registered Name of the first named holder:--------------------------------------

Address:______________________________________________________________________


Account Designation (if any):_________________     Account No (if known):
___________________


I/We __________________________________________________________________________


being a Member/s of the Company hereby appoint the Chairman of the Meeting or


__________________________________________________________________(See Note 4),



to act as my/our proxy at the Extraordinary General Meeting of Members of the US
Growth & Income Fund Limited to be held on 5 September 2003  (and at any
adjournment thereof) and to vote for me/us and in my/our name(s) on the Special
Resolution set out in the Notice of Meeting dated 18 August 2003 as indicated
below. To allow effective constitution of the Meeting, if it is apparent to the
Chairman that no Members will be present in person or by proxy, other than by
proxy in the Chairman's favour, then the Chairman may appoint a substitute to
act as proxy in his stead for any Member, provided that such substitute proxy
shall vote on the same basis as the Chairman.



SPECIAL RESOLUTION:

1.                   THAT

a.       the Company be wound up voluntarily and "Richard Anthony Garrard" and "
John Gilmour Clacy" (the "Liquidators") of Deloitte & Touche, Chartered
Accountants, of PO Box 137, St. Peters House, Le Bordage, St. Peter Port,
Guernsey, Channel Islands, GY1 be and are hereby appointed Liquidators of the
Company with the power to act jointly and severally for the purpose of such
winding up;

b.       the remuneration of the Liquidators be fixed on the basis of time spent
by them and members of their staff in attending to matters arising prior to and
during the winding up of the Company;

c.        the Liquidators may, in accordance with Article 133 (4) of the
Company's Articles of Association, after payment of all creditors, divide the
assets of the Company among the Members in specie;


                 For                        Against


Signature(s): ________________________________________________________________

(See Note 3)
               _______________________________________________________________


Dated: ___________________________________  2003






Notes:



1.         Please indicate with a cross in the appropriate box above how you
wish your votes to be cast in respect of the Resolution.  If you do not do so
your proxy may vote or abstain at his discretion.



2.         In the case of a body corporate this Proxy Form must be executed
under seal or under the hand of an officer or attorney authorised in writing.



3.         In the case of joint Members any such Member may sign but, in the
event of more than one tendering votes, the votes of the Member whose name
stands first in the Register of Members will be accepted to the exclusion of the
others.



4.         If you wish to appoint someone other than the Chairman of the Meeting
please delete "the Chairman of the Meeting, or" and insert in the place provided
the name and address of your appointee, who need not be a Member. Any such
amendment must be initialled.



5.         This Proxy Form and any power of attorney or other authority (if any)
under which it is signed (or a copy thereof certified by a solicitor) to be
valid, must be received at the address printed below not later than 48 hours
before the time appointed for the Meeting (or any adjourned Meeting).


          Holder No.                    No. of Shares




                        US GROWTH & INCOME FUND LIMITED
  PO BOX 105, TRAFALGAR COURT, ADMIRAL PARK, ST. PETER PORT, GUERNSEY, CHANNEL
                                    ISLANDS



                      This information is provided by RNS
            The company news service from the London Stock Exchange
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