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. 240.14a-12
PHOENIX - ABERDEEN SERIES FUND
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Pamela S. Sinofsky
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check 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 No.:
3) Filing Party:
4) Date Filed:
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<S> <C> <C>
PHOENIX EQUITY PLANNING CORPORATION 101 Munson Street TOLL FREE 800 243-1574
PO Box 88
Greenfield, MA 01301
</TABLE>
[LOGO]
PHOENIX
INVESTMENT PARTNERS
September 28, 2000
Dear Shareholder:
We are pleased to enclose the proxy statement for the November 16, 2000
special shareholders meeting being held for the Phoenix-Aberdeen Global Small
Cap Fund and the Phoenix-Aberdeen New Asia Fund. Please take the time to read
the proxy statement and cast your vote, because the changes are important to you
as a shareholder.
We are asking shareholders to approve a tax-free reorganization of each
Fund into a series of a Delaware business trust and to approve changes to each
Fund's fundamental investment restrictions. This is part of our effort to
integrate all of our mutual funds by adopting a single business form, domicile,
form of charter and set of fundamental investment restrictions. The
reorganization will not change the name, investment objective, investment
adviser or portfolio manager for either Fund, and the value of your investment
immediately after the reorganization will be the same as it was immediately
before the reorganization. We do not presently anticipate that these changes
will have any material impact on the investment techniques employed by each
Fund.
Your Board of Trustees believes that the proposed reorganization and
changes in the fundamental investment restrictions are in the best interests of
shareholders. The Board of Trustees has unanimously recommended that
shareholders for each of the Funds vote for the reorganization and changes in
the fundamental investment restrictions. Should you have any questions, please
feel free to call us at 1(800) 243-1574. We will be happy to answer any
questions you may have.
I URGE EACH SHAREHOLDER TO PROMPTLY MARK, SIGN AND RETURN THE ENCLOSED
PROXY.
Sincerely,
/s/ Philip R. McLoughlin
Philip R. McLoughlin
President, Phoenix-Aberdeen Series Fund
This letter has been prepared solely for the information of existing
shareholders. This letter is not authorized for distribution to
prospective investors.
Distributed by PHOENIX EQUITY PLANNING CORPORATION, member NASD and subsidiary
of Phoenix Investment Partners, Ltd.
<PAGE>
PHOENIX-ABERDEEN GLOBAL SMALL CAP FUND
PHOENIX-ABERDEEN NEW ASIA FUND
EACH A SERIES OF
PHOENIX-ABERDEEN SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
1 (800) 243-1574
--------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 16, 2000
--------------------
To the Shareholders:
Phoenix-Aberdeen Series Fund, a Massachusetts business trust (the "Trust"),
will hold a special meeting of shareholders of Phoenix-Aberdeen Global Small Cap
Fund and Phoenix-Aberdeen New Asia Fund (collectively, the "Funds," and each
individually, a "Fund") at the offices of the Trust, 101 Munson Street,
Greenfield, Massachusetts 01301 on November 16, 2000 at 2:00 p.m., local time,
for the following purposes:
1. To consider and act upon a proposal to approve an Agreement and Plan
of Reorganization which provides for the reorganization of the Trust
into a Delaware business trust.
2. To amend the fundamental investment restriction for each of the Funds
regarding diversification.
3. To amend the fundamental investment restriction for each of the Funds
regarding concentration.
4. To amend the fundamental investment restriction for each of the Funds
regarding borrowing.
5. To amend the fundamental investment restriction for each of the Funds
regarding the issuance of senior securities.
6. To amend the fundamental investment restriction for each of the Funds
regarding underwriting.
7. To amend the fundamental investment restriction for each of the Funds
regarding investing in real estate.
8. To amend the fundamental investment restriction for each of the Funds
regarding investing in commodities.
9. To amend the fundamental investment restriction for each of the Funds
regarding lending.
10. To eliminate the fundamental investment restriction for each of the
Funds regarding joint trading.
11. To eliminate the fundamental investment restriction for each of the
Funds regarding pledging of assets.
12. To eliminate the fundamental investment restriction for each of the
Funds regarding short sales.
13. To eliminate the fundamental investment restriction for each of the
Funds regarding the purchase of securities on margin.
14. To eliminate the fundamental investment restriction for each of the
Funds regarding officer or trustee ownership of securities.
15. To eliminate the fundamental investment restriction for each of the
Funds regarding the purchase of securities of other investment
companies.
16. To eliminate the fundamental investment restriction for each of the
Funds regarding the purchase of securities of companies for the
purpose of exercising management or control.
17. To eliminate the fundamental investment restriction for each of the
Funds regarding investing in oil, gas or other mineral leases.
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18. To eliminate the fundamental investment restriction for each of the
Funds regarding investing in and writing puts, calls and straddles.
19. To eliminate the fundamental investment restriction for each of the
Funds regarding the purchase of illiquid securities.
20. To eliminate the fundamental investment restriction for each of the
Funds regarding securities lending.
21. To consider and act upon any other business as may properly come
before the meeting and any adjournments thereof.
You are entitled to vote at the meeting and any adjournment(s) thereof if
you owned shares of either of the Funds at the close of business on September
18, 2000.
Whether or not you plan to attend the meeting in person, please vote your
shares. As a convenience to our shareholders, you may now vote in any one of the
following ways:
o By telephone, with a toll-free call to the number listed on the enclosed
proxy card and following recorded instructions;
o By mail, with the enclosed proxy card and postage-paid envelope; or
o In person at the meeting.
We encourage you to vote by telephone, using the control number that
appears on your enclosed proxy card. Use of telephone voting will reduce the
time and costs associated with this proxy solicitation. Whichever method you
choose, please read the enclosed proxy statement carefully before you vote.
PLEASE RESPOND - WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION. YOUR
VOTE IS IMPORTANT.
By Order of the Board of Trustees
of Phoenix-Aberdeen Series Fund,
G. JEFFREY BOHNE
Secretary
<PAGE>
PHOENIX-ABERDEEN GLOBAL SMALL CAP FUND
PHOENIX-ABERDEEN NEW ASIA FUND
EACH A SERIES OF
PHOENIX-ABERDEEN SERIES FUND
PROXY STATEMENT
--------------------
MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the solicitation
by the Board of Trustees of Phoenix-Aberdeen Series Fund (the "Trust") of
proxies to be used at a meeting of the shareholders of Phoenix-Aberdeen Global
Small Cap Fund and Phoenix-Aberdeen New Asia Fund (collectively, the "Funds,"
and each individually, a "Fund") and at any adjournment(s) thereof. The meeting
will be held at the offices of the Trust, 101 Munson Street, Greenfield,
Massachusetts 01301 on November 16, 2000 at 2:00 p.m., local time.
The purposes of the meeting are to consider a plan to reorganize the Trust
from a Massachusetts business trust into a new Delaware business trust (the
"Delaware Trust") and to consider changes to the fundamental investment
restrictions of each Fund. In the reorganization, each of the Funds will become
a series of the Delaware Trust. To accomplish the reorganization, the Delaware
Trust has been formed and new series (the "New Funds") will be established as
series of the Delaware Trust. Each New Fund will have the same classes of shares
as the classes of the corresponding existing Fund. A form of the Agreement and
Plan of Reorganization is attached as Appendix A.
The proposed investment restriction changes will not change the investment
objective or principal investment strategy of either Fund. The reorganization
will not change the name, investment objective or principal investment strategy,
investment adviser, independent accountant, or fiscal year of either of the
Funds. Each shareholder will own the same number of shares of their New Fund
immediately after the reorganization as the number of Fund shares owned by the
shareholder on the closing of the reorganization. Each New Fund will offer the
same shareholder services as its predecessor Fund.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about September 28, 2000.
VOTING INFORMATION
Shareholders of record of the Funds at the close of business on September
18, 2000 will be entitled to vote at the meeting or at any adjournments thereof.
As of the record date, there were issued and outstanding 2,400,165.763 shares of
Phoenix-Aberdeen Global Small Cap Fund and 1,419,471.705 shares of
Phoenix-Aberdeen New Asia Fund.
Shareholders are entitled to one vote for each share held and a
proportionate vote for each fractional share held. Shareholders of each Fund
will vote separately on each proposal. The holders of a majority of the
outstanding shares of each Fund entitled to vote shall constitute a quorum for
the meeting for that Fund, but any lesser number shall be sufficient for
adjournments. A quorum being present, the approval of each proposal requires the
vote of the lesser of (i) 67% or more of the eligible votes of the Fund present
at the meeting if more than 50% of the eligible votes of the Fund are present in
person or by proxy or (ii) more than 50% of the eligible votes of a Fund. The
reorganization will not take place unless each Fund of the Trust separately
approves the reorganization proposal. If the reorganization is not approved by
all of the Funds of the Trust, the Trust will continue as a Massachusetts
business trust and the Board of Trustees of the Trust may consider other
alternatives that it views as being in the best interests of the shareholders of
the Funds. If shareholders of a Fund do not approve the proposed change to a
fundamental investment restriction, the existing restriction will remain in
effect for that Fund only.
For purposes of determining the presence of a quorum for transacting
business at the meeting and for determining whether sufficient votes have been
received for approval of the proposals to be acted upon at the meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers
<PAGE>
or nominees do not have discretionary power) will be treated as shares that are
present at the meeting, but which have not been voted. For this reason,
abstentions and broker non-votes will assist a Fund in obtaining a quorum, but
both have the practical effect of a "no" vote for purposes of obtaining the
requisite vote for approval of the proposals.
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of any one or more of the proposals have
not been obtained, then the persons named as proxies may propose one or more
adjournments of the meeting without further notice to shareholders to permit
further solicitation of proxies provided such persons determine, after
consideration of all relevant factors, including the nature of the proposals,
the percentage of votes then cast, the percentage of negative votes then cast,
the nature of the proposed solicitation activities and the nature of the reasons
for such further solicitation, that an adjournment and additional solicitation
is reasonable and in the interests of shareholders. When voting on a proposed
adjournment, the persons named as proxies will vote for the proposed adjournment
all shares that they are entitled to vote with respect to each proposal, unless
directed to vote against the proposal, in which case such shares will be voted
against the proposed adjournment with respect to that proposal.
If the meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting at which the adjournment is taken, unless a new
record date of the adjourned meeting is fixed. At any adjourned meeting, the
Trust may transact any business which might have been transacted at the original
meeting.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with the shareholder's direction, as indicated thereon, if the proxy
card is received and is properly executed. If the shareholder properly executes
a proxy and gives no voting instructions with respect to a proposal, the shares
will be voted in favor of such proposal. The proxies, in their discretion, may
vote upon such other matters as may properly come before the meeting. The Board
of Trustees of the Trust is not aware of any other matters to come before the
meeting.
REVOCATION OF PROXIES
Any shareholder who has given a proxy has the right to revoke the proxy any
time prior to its exercise:
o by written notice of the proxy's revocation to the Secretary of the
Trust at the above address prior to the meeting;
o by the subsequent execution and return of another proxy prior to the
meeting;
o by submitting a subsequent telephone vote; or
o by being present and voting in person at the meeting and giving oral
notice of revocation to the Chairman of the meeting.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers and employees
of Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. The Trust may also use one or more proxy
solicitation firms to assist with the mailing and tabulation effort and any
special personal solicitation of proxies. Banks, brokers, fiduciaries and
nominees will, upon request, be reimbursed by the Funds for their reasonable
expenses in sending proxy material to beneficial owners of shares of the Funds.
The cost of the solicitation of proxies will be borne by the Funds. Certain
solicitation costs will be directly attributable to the Funds or to one or more
other Phoenix mutual funds soliciting shareholder approval at about the same
time, while other expenses of solicitation will not be directly attributable to
any specific Phoenix mutual fund. Solicitation costs that are directly
attributable to a particular Phoenix mutual fund will be borne by that mutual
fund. All other solicitation expenses will be allocated pro rata based on the
number of shareholder accounts of each Phoenix mutual fund. D.F. King and Co.,
Inc., a proxy solicitation firm, has been engaged by the Trust to act as
solicitor and will receive fees estimated at $5,000, plus reimbursement of
out-of-pocket expenses. The agreement with D.F. King provides that D.F. King
will perform various proxy solicitation services in connection with the meeting,
such as contacting shareholders and providing information with respect to
matters to be considered at the meeting.
If a shareholder wishes to participate in the meeting, but does not wish to
authorize the execution of a proxy by telephone, the shareholder may still
submit the proxy form included with this proxy statement or attend the meeting
in person.
2
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SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of September 1, 2000 with
respect to each person who owns of record or is known by the Trust to own of
record or beneficially own 5% or more of any class of any of the Funds:
<TABLE>
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NAME OF SHAREHOLDER FUND AND CLASS PERCENTAGE OF THE CLASS NUMBER OF SHARES
------------------- -------------- ----------------------- ----------------
<S> <C> <C> <C>
Phoenix Home Life Global Small Cap 37.33% 588,481.360
Attn: Pamela Levesque Class A
One American Row New Asia Fund 28.31% 309,003.355
Hartford, CT 06115-2521 Class A
Merrill Lynch Pierce Small Cap Fund 10.30% 85,727.142
Fenner & Smith Class B
4800 Deer Lake Dr. E. #3 New Asia Fund 6.29% 24,507.600
Jacksonville, FL 32246-6486 Class B
Prudential Securities Inc. FBO New Asia Fund 5.59% 21,764.882
Buckeye American Inc. Class B
150 E. Bridge Street
Elyria, OH 44035-5219
Prudential Securities Inc. FBO New Asia Fund 10.68% 41,595.353
Spritzer Management Class B
150 E. Bridge Street
Elyria, OH 44035-5219
</TABLE>
On September 1, 2000, the Trustees and officers as a group owned
beneficially less than one percent of the Trust's outstanding shares.
A COPY OF THE TRUST'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER UPON REQUEST TO PHOENIX EQUITY
PLANNING CORPORATION, 100 BRIGHT MEADOW BOULEVARD, P.O. BOX 2200, ENFIELD,
CONNECTICUT 06083-2200. SHAREHOLDERS MAY ALSO CALL PHOENIX EQUITY PLANNING
CORPORATION TOLL-FREE AT (800) 243-1574.
PROPOSAL 1
TO REORGANIZE THE FUND AS A DELAWARE BUSINESS TRUST
The Board of Trustees has proposed that the shareholders of the Trust
approve the reorganization of the Trust in accordance with the form of the
Agreement and Plan of Reorganization attached to this proxy statement as
Appendix A and as described in detail in this proxy statement.
REASONS FOR THE PROPOSED REORGANIZATION
The reorganization is one of a series of proposed transactions in which
mutual funds managed by Phoenix Investment Counsel, Inc. ("Phoenix") and its
affiliates (the "Phoenix Funds") would be reorganized as series of newly created
Delaware business trusts. Each such trust would have a substantially similar
trust instrument and common fundamental investment restrictions. Because many of
these funds began operations outside of the Phoenix organization, they have a
variety of different domiciles, business forms, charter provisions and
fundamental investment restrictions. Management believes that further
integrating all of the Phoenix Funds by adopting a single business form,
domicile, form of trust instrument and fundamental investment restrictions
offers the opportunity for operational efficiencies that will benefit all
shareholders.
In recent years, many mutual funds have reorganized as Delaware business
trusts. The Trustees believe that the proposed Delaware business trust form
provides the most flexible and cost efficient method of providing different
investment vehicles to present and prospective shareholders. Phoenix believes
that the use of a common form of organization will help in the administration of
the Funds. Delaware law offers a mutual fund certain advantages compared with
Massachusetts law. Delaware law provides that the shareholders and trustees of a
Delaware business trust are not liable for obligations of the trust. Under
Massachusetts law, shareholders and trustees are potentially liable for trust
3
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obligations. Although the risk of this liability is remote, the Trustees have
determined that Delaware law should afford greater protection against potential
shareholder and trustee liability. Similarly, Delaware law provides that no
series of a Delaware business trust is liable for the debts of another series.
This is another potential, although remote, risk in the case of a Massachusetts
business trust.
It is anticipated that under the Delaware trust instrument, the Delaware
Trust will be required to have fewer shareholder meetings, potentially further
reducing costs. Delaware law affords to the Trustees the ability to adapt the
Delaware Trust to future contingencies; for example, the Trustees have the power
to amend the Delaware trust instrument, merge or consolidate the New Funds with
another entity and to change the Delaware Trust's domicile, in each case without
a shareholder vote. Any exercise of this authority by the Trustees will be
subject to applicable federal law. Although the Trustees will have the authority
to take these actions in the future without a shareholder vote, they are not
required to do so, and may determine that it is appropriate to submit one or
more of these actions to the shareholders for approval. This flexibility should
help to assure that the Delaware Trust always operates under the most advanced
form of organization, and is intended to reduce the expense and frequency of
future shareholder meetings for non-investment-related operational issues. For a
more detailed comparison of the Trust's current Massachusetts trust instrument
and the proposed Delaware trust instrument, see "Certain Comparative Information
about the Trust and the Delaware Trust" on page 7.
THE AGREEMENT AND PLAN OF REORGANIZATION
The reorganization consists of several steps that will occur on the closing
date following shareholder approval. First, each of the Funds will transfer all
of its assets to a corresponding New Fund in exchange solely for all of the
shares of such New Fund. Each New Fund will also assume all of the liabilities
of its predecessor Fund. Immediately thereafter, each Fund will liquidate and
distribute shares of the corresponding New Fund to its shareholders in exchange
for their shares of that Fund. This will be accomplished by opening an account
on the books of the corresponding New Fund in the name of each shareholder of
record of the Fund and by crediting to each account the shares due in the
reorganization. Every shareholder will own the same number of shares of the
corresponding class of the New Fund as the number of Fund shares held by the
shareholder in each class of the Fund immediately before the reorganization.
The reorganization is subject to a number of conditions set forth in the
reorganization agreement. Certain of these conditions may be waived by the Board
of Trustees. The significant conditions which may not be waived include: (a) the
receipt by the Trust and the Delaware Trust of opinions of counsel as to certain
federal income tax aspects of the reorganization and (b) the approval of the
reorganization agreement by the shareholders of each of the Funds of the Trust.
The reorganization agreement may be terminated and the reorganization abandoned
at any time, before or after approval by the shareholders of the Funds prior to
the closing date, by the Board of Trustees. In addition, the reorganization
agreement may be amended by the Board of Trustees. However, the reorganization
agreement may not be amended subsequent to the shareholders' meeting in a manner
that would change the method for determining the number of shares to be issued
to shareholders of the existing Funds without shareholder approval.
The closing of the reorganization is scheduled to occur on the second
Thursday after the conditions to closing set forth in the reorganization
agreement are satisfied or waived. Phoenix currently anticipates that the
closing will occur on or about November 30, 2000.
The reorganization agreement authorizes each Fund, as the sole shareholder
of the corresponding New Fund prior to the distribution of shares of the New
Fund to Fund shareholders, to:
o elect trustees of the Delaware Trust;
o approve an investment management agreement with Phoenix-Aberdeen
Investment Advisors, LLC;
o approve an investment subadvisory agreement with Phoenix Investment
Counsel, Inc. ("Phoenix");
o approve an investment subadvisory agreement with Aberdeen Fund Managers,
Inc.; and
o ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants for the New Funds.
As soon as practicable after the closing of the reorganization, the
Trustees intend to take all appropriate and necessary action to liquidate and
dissolve the Trust under the laws of the Commonwealth of Massachusetts.
MANAGEMENT AND OTHER SERVICE PROVIDERS
Phoenix-Aberdeen International Advisors, LLC ("PAIA"), the current adviser
of the Funds,
4
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will continue to serve as investment adviser to the New Funds following the
reorganization. Phoenix, the current domestic subadviser to the Funds, will
continue to serve as domestic subadviser to the New Funds following the
reorganization. Aberdeen Fund Managers, Inc. ("Aberdeen"), the current
foreign subadviser to the Funds, will continue to serve as foreign subadviser to
the New Funds following the reorganization.
The reorganization agreement authorizes each Fund, while it is the sole
shareholder of the corresponding New Fund, to approve a new advisory agreement
with PAIA, a new investment subadvisory agreement with Phoenix and a new
investment subadvisory agreement with Aberdeen, that are substantially identical
to the current agreements. The rate of advisory fees payable to the adviser and
subadvisers under the new investment advisory and investment subadvisory
agreements with respect to each New Fund will be the same as under the current
agreements.
PAIA is jointly owned and managed by PM Holdings, Inc., a direct subsidiary
of Phoenix Home life Mutual Insurance Company and Aberdeen Fund Managers, Inc.
As of June 30, 2000, PAIA had assets under management of $62.6 million.
As compensation for its services to each Fund, PAIA receives a fee from the
Fund, which is accrued daily against the value of the Fund's net assets, equal
to 0.85% of the Fund's average daily net assets.
The current advisory agreement with PAIA was last approved by the Board of
Trustees on November 19, 1999. The advisory agreement may be terminated without
penalty at any time by a similar vote upon 60 days' notice or by the adviser
upon 60 days' written notice and will automatically terminate in the event of
its assignment as defined in Section 2(a)(4) of the Investment Company Act of
1940, as amended (the "1940 Act"). For purposes of this proxy statement, the
"1940 Act" includes rules and regulations of the Securities and Exchange
Commission (the "SEC") issued under the 1940 Act.
Phoenix acts as the investment adviser for 14 fund companies totaling 37
mutual funds, as subadviser to two fund companies totaling three mutual funds,
and as adviser to institutional clients. Phoenix has acted as an investment
adviser for over sixty years. As of December 31, 1999, Phoenix had approximately
$25.7 billion in assets under management.
As compensation for providing cash management and other services to each
Fund as needed, PAIA pays a monthly fee to Phoenix equivalent to 0.15% of the
average aggregate daily net asset value of each Fund. For providing subadvisory
services with respect to the Funds' assets allocated from time to time by PAIA,
PAIA pays a fee to Phoenix equivalent to 0.40% of the average daily net asset
value of the assets of each Fund so allocated.
The current investment subadvisory agreement with Phoenix with respect to
each Fund was last approved by the Board of Trustees on November 19, 1999. The
investment subadvisory agreement may be terminated without penalty immediately
upon written notice to the other parties in the event of a breach of any
provision of the subadvisory agreement or otherwise upon thirty (30) days
written notice and will automatically terminate in the event of its assignment
as defined in Section 2(a)(4) of the 1940 Act.
Aberdeen is a wholly-owned subsidiary of Aberdeen Asset Management PLC
based in Aberdeen, Scotland. Together with its subsidiaries, Aberdeen Asset
Management PLC provides investment management services to unit and investment
trusts, segregated pension funds and other institutional and private Funds, and
through Aberdeen, U.S. mutual funds.
As compensation for implementing certain Fund transactions and providing
research and other services to each Fund, PAIA pays a monthly subadvisory fee to
Aberdeen equivalent to 0.40% of the average aggregate daily net asset value of
the New Asia Fund, and 0.40% of the average daily net asset value of the assets
of the Global Small Cap Fund allocated to it by PAIA for management.
The current investment subadvisory agreement with Aberdeen with respect to
each Fund was last approved by the Board of Trustees on November 19, 1999. The
investment subadvisory agreement may be terminated without penalty immediately
upon written notice to the other parties in the event of a breach of any
provision of the subadvisory agreement or otherwise upon thirty (30) days
written notice and will automatically terminate in the event of its assignment
as defined in Section 2(a)(4) of the 1940 Act.
PricewaterhouseCoopers LLP currently serves as each Fund's independent
accountants and will also serve as independent accountants for the New Funds.
The reorganization agreement authorizes each Fund, while it is the sole
shareholder of the corresponding New Fund, to ratify the selection of
PricewaterhouseCoopers LLP as the New Fund's independent accountants. Brown
Brothers Harriman & Co. will continue to serve as custodian of the New Fund's
assets following the reorganization. Equity Planning will continue to serve as
transfer agent following the reorganization.
5
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FISCAL YEAR
Each of the Funds currently operates on a fiscal year ending July 31.
Following the reorganization, the New Funds will also operate on a fiscal year
ending July 31.
INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGY AND FUNDAMENTAL INVESTMENT
RESTRICTIONS
The investment objective and principal investment strategy of each New Fund
will be identical to the investment objective and principal investment strategy
of the corresponding Fund. The fundamental investment restrictions of each New
Fund will be identical to the fundamental investment restrictions of the
corresponding Fund immediately prior to the reorganization. The fundamental
investment restrictions will reflect any changes that are approved by
shareholders pursuant to Proposals 2-20.
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the reorganization, the Trust will receive tax opinions
from its special counsel, Goodwin, Procter & Hoar LLP. The tax opinions will
provide that, on the basis of the existing provisions of the Internal Revenue
Code (the "Code"), the Treasury regulations promulgated thereunder and current
administrative and judicial interpretations thereof, for federal income tax
purposes:
o the transfer of all of the assets of each Fund solely in exchange for
shares of the corresponding New Fund and the assumption by the New Fund
of all known liabilities of the Fund, and the distribution of such
shares to the shareholders of the Fund, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code; the
New Fund and the Fund will each be a "party to a reorganization" within
the meaning of Section 368(b) of the Code;
o no gain or loss will be recognized by any Fund on the transfer of the
assets of the Fund to the corresponding New Fund in exchange for New
Fund shares and the assumption by the corresponding New Fund of all
known liabilities of the Fund or upon the distribution of New Fund
shares to the Fund shareholders in exchange for their shares of the
Fund;
o the tax basis of each Fund's assets acquired by the corresponding New
Fund will be the same to the New Fund as the tax basis of such assets
to the Fund immediately prior to the reorganization, and the holding
period of the assets of each Fund in the hands of the corresponding New
Fund will include the period during which those assets were held by the
Fund;
o no gain or loss will be recognized by the corresponding New Fund upon
the receipt of the assets of each Fund solely in exchange for the New
Fund shares and the assumption by the New Fund of all known liabilities
of the Fund;
o no gain or loss will be recognized by shareholders of each Fund upon
the receipt of shares of the corresponding New Fund by such
shareholders, provided such shareholders receive solely New Fund shares
(including fractional shares) in exchange for their Fund shares; and
o the aggregate tax basis of the corresponding New Fund shares, including
any fractional shares, received by each shareholder of each Fund
pursuant to the reorganization will be the same as the aggregate tax
basis of the Fund shares held by such shareholder immediately prior to
the reorganization, and the holding period of the New Fund shares,
including fractional shares, to be received by each shareholder of a
Fund will include the period during which the Fund shares exchanged
therefore were held by such shareholder (provided that the Fund shares
were held as a capital asset on the date of the reorganization).
The Trust has not obtained an Internal Revenue Service ("IRS") private
letter ruling regarding the federal income tax consequences of the
reorganization, and the IRS is not bound by advice of counsel. If the transfer
of the assets of a Fund in exchange for corresponding New Fund shares, the
assumption by the New Fund of all known liabilities of such Fund, and the
distribution of such shares to the Fund, do not constitute a "reorganization"
within the meaning of Section 368(a) of the Code, each Fund shareholder
generally will recognize gain or loss equal to the difference between the value
of the corresponding New Fund shares such shareholder acquires and the tax basis
of such shareholder's Fund shares.
Shareholders of the Funds should consult their tax advisers regarding the
effect, if any, of the proposed reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the reorganization, shareholders of the Funds should also
consult tax advisers as to state and local tax consequences, if any, of the
reorganization.
6
<PAGE>
COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS
The distribution arrangements of each New Fund will be the same as those of
the corresponding Fund. Each Fund currently offers Class A and Class B shares.
In the proposed reorganization, shareholders will receive the corresponding
class of shares of the corresponding New Fund in exchange for their shares in
each Fund. The reorganization will be effected at net asset value. No sales
charge will be imposed in connection with the reorganization. For purposes of
calculating the contingent deferred sales charges that shareholders may pay when
disposing of any shares of a New Fund subject to a contingent deferred sales
charge, the length of time the shareholder holds shares in the New Fund will be
added to the length of time the shareholder held the shares in the corresponding
Fund. Holders of shares subject to a contingent deferred sales charge will
continue to be subject to a contingent deferred sales charge upon subsequent
redemption to the same extent as if the shareholder had continued to hold shares
of the corresponding Fund.
Equity Planning serves as the distributor of shares for the Funds and will
also be the distributor of the New Funds. The Delaware Trust will adopt a
distribution plan under Rule 12b-1 of the 1940 Act for each class of shares
relating to the sale and promotion of shares of the New Funds and the furnishing
of shareholder services that is substantially identical to the existing
distribution plan for each of the Funds.
COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES
Each New Fund will offer the same shareholder services as its corresponding
Fund, including a Systematic Withdrawal Program, telephone exchanges, telephone
redemptions and access to the Investo-Matic Program, an automatic investment
program.
Shareholders may exchange shares for another Phoenix Fund in the same class
of shares; e.g., Class A for Class A. Exchange privileges may not be available
for all Phoenix Funds and may be rejected or suspended.
Shares of the New Funds may be redeemed at a redemption price equal to the
net asset value of the shares as next determined following the receipt of a
redemption order and any other required documentation in proper form. In the
case of redemption of shares subject to a contingent deferred sales charge,
investors will be subject to the applicable determined deferred sales charges,
if any, for such shares. Payment of redemption proceeds for redeemed New Fund
shares will be made within seven days after receipt of a redemption request in
proper form and documentation.
DIVIDENDS AND DISTRIBUTIONS
Each New Fund will have the same dividend and distribution policy as the
corresponding Fund. After the closing of the reorganization, Fund shareholders
who currently have dividends reinvested will continue to have dividends
reinvested in the respective New Fund. Shareholders who currently have capital
gains reinvested will continue to have capital gains reinvested in the
respective New Fund.
CERTAIN COMPARATIVE INFORMATION ABOUT THE TRUST AND THE DELAWARE TRUST
The following is a summary of certain differences between and among the
trust instrument of the Trust and the trust instrument and by-laws of the
Delaware Trust. It is not a complete list of the differences. Shareholders
should refer to the provisions of these documents and state law directly for a
more thorough comparison. Copies of the trust instrument of the Trust and of the
trust instrument and by-laws of the Delaware Trust are available to shareholders
without charge upon written request.
General. The Trust was organized as a Massachusetts business trust in May
1996. The Trust is currently governed by a Declaration of Trust dated May 31,
1996, as amended (the "Massachusetts Trust Instrument"). As a Massachusetts
business trust, the Trust's operations are currently governed by the
Massachusetts Trust Instrument and applicable Federal and Massachusetts law. The
Delaware Trust was organized as a Delaware business trust in August 2000. As a
Delaware business trust, the Delaware Trust's operations will be governed by an
Agreement and Declaration of Trust (the "Delaware Trust Instrument") and
applicable Federal and Delaware law.
Under the Delaware Trust Instrument, the Trustees of the Delaware Trust
will have more flexibility than they currently have as Trustees of the Trust
and, subject to applicable requirements of the 1940 Act and Delaware law,
broader authority to act. The increased flexibility may allow the Trustees to
react more quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the Trust to operate in a more efficient and economical
manner. The Trustees' existing fiduciary obligations to act with due care and in
the interest of shareholders will not be affected by the reorganization.
Term of Trustees. The term of office of a Trustee of both the Trust and the
Delaware Trust is unlimited in duration unless the Trustees themselves adopt a
limited term. A person serving as Trustee will continue as Trustee until the
person
7
<PAGE>
resigns, dies or is removed from office. Under the Delaware Trust Instrument, a
Trustee may be removed with or without cause at any meeting of shareholders by a
vote of at least two-thirds of the outstanding shares of the Trust or by a vote
of two-thirds of the number of Trustees prior to such removal. The Massachusetts
Trust Instrument provides that any Trustee may be removed by the shareholders at
any meeting called for that purpose. In addition, the Massachusetts Trust
Instrument provides that a Trustee may be removed by two-thirds of the remaining
Trustees with or without cause.
Liability of Trustees and Officers. A Trustee of both the Trust and the
Delaware Trust will be personally liable only for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee. Under the Massachusetts Trust
Instrument and the by-laws of the Delaware Trust, Trustees, officers and
employees will be indemnified by the respective trust for the expenses of
litigation against them unless it is determined that his or her conduct
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.
Shareholder Liability. Delaware law provides that shareholders are not
liable for the obligations of a Delaware business trust. Under Massachusetts
law, there is no equivalent statutory limitation of shareholder liability.
However, the Delaware Trust Instrument and the Massachusetts Trust Instrument
contain disclaimers of shareholder liability for acts or obligations of the
respective trust, and provide for indemnification for any shareholder and any
former shareholder who is exposed to liability by reason of a claim or demand
relating to such person being a shareholder.
Shareholder Voting. The voting rights of shareholders of the Trust are
based on the number of shares the shareholder owns. Each holder of a share of a
Fund is entitled to one vote for each whole share and a proportionate fractional
vote for each fractional share. When a registered investment company has
multiple series, as does the Trust, the share price of each series will likely
differ. As a result, holders of lower-priced shares of a series of the Trust
have a greater amount of influence on matters submitted to a shareholder vote
than shareholders holding an equivalent dollar amount of higher priced shares of
the Trust. As a shareholder of the Delaware Trust, voting rights will be
dollar-based. Each shareholder will have one vote for each dollar of net asset
value held by the shareholder regardless of the number of shares held. Under
dollar-based voting rights, a shareholder's voting power will be in direct
proportion to the shareholder's investment in the Delaware Trust. Therefore, on
matters affecting a New Fund as a whole, where each class of the New Fund is
required to vote together on an issue, shareholders who own shares of a class
with a higher net asset value per share would have more voting power than they
currently have relative to shareholders who own shares of a class with a lower
net asset value per share. On matters where only shareholders of a single class
of a Fund vote on an issue, all shareholders of the class would have the same
voting rights since the net asset value per share is the same for all shares in
a single class of a Fund. On matters requiring trust-wide votes where all Funds
in a trust are required to vote, dollar-based voting provides shareholders who
own shares with a higher net asset value than other Funds with more voting power
relative to shareholders of other Funds in the Trust.
Shareholder Meetings. The Delaware Trust and the Trust are not required to
hold annual shareholder meetings. Under the Massachusetts Trust Instrument,
shareholders owning at least 10% of the outstanding shares of a Fund may call a
special meeting for any purpose. The Delaware Trust Instrument does not
specifically authorize shareholders to call a special meeting. However, under
the 1940 Act, shareholders owning at least 10% of the outstanding shares of the
Delaware Trust may by written request call a special meeting of shareholders of
the Delaware Trust for the purpose of removing a Trustee.
Reorganization/Combination Transactions. Under the Delaware Trust
Instrument, the Trustees may generally authorize mergers, consolidations, share
exchanges and reorganizations of a New Fund or the Delaware Trust with another
trust, series or other business organization without shareholder approval. Under
the Massachusetts Trust Instrument, shareholders holding the lesser of (i) 67%
or more of the eligible votes of the Fund present at a meeting if more than 50%
of the eligible votes of the Fund are present or (ii) more than 50% of the
eligible votes of a Fund, must approve the sale or transfer of the assets of a
Fund.
Termination of the Trust or a Fund. Under the Delaware Trust Instrument,
the Delaware Trust may be terminated at any time by the Trustees alone, upon
written notice to the shareholders, or by vote of a majority of the shares of
the Delaware Trust. A New Fund, or a class thereof, may be terminated at any
time by a vote of a majority of the shares of the New Fund or class or by the
Trustees by written notice to the shareholders of the New Fund or class. Under
the Massachusetts Trust Instrument, the vote of shareholders holding the lesser
of (i) 67% or more of the eligible votes of the Fund present at a meeting of
more than 50% of the eligible votes to Fund are present or (ii) more than 50% of
the eligible votes of each Fund must approve the termination of the Trust.
8
<PAGE>
Amendment of Charter Document. Under the Delaware Trust Instrument, the
Trustees may generally restate, amend or otherwise supplement the Delaware Trust
Instrument without the approval of shareholders, subject to limited exceptions
(such as amendments affecting shareholders' liability or indemnity rights). The
Massachusetts Trust Instrument may generally only be amended by the affirmative
vote of the majority of shareholders. The Trustees may amend the Massachusetts
Trust Instrument without shareholder approval to establish additional series of
shares, to change investment restrictions which are not fundamental investment
restrictions, to change the name of the Trust or any Fund, and to conform the
Massachusetts Trust Instrument to the requirements of applicable federal laws or
regulations, or the requirements of the regulated investment company provisions
of the Internal Revenue Code.
Derivative and Class Actions. Under the Massachusetts Trust Instrument,
shareholders have the power to vote to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Trust or its shareholders. The Delaware Trust Instrument
does not provide shareholders a similar right.
CERTAIN INFORMATION REGARDING THE TRUSTEES
The 1940 Act requires that at least one-half of the Trustees of the Trust
and, following the reorganization, the Delaware Trust, be elected by
shareholders. The Trust currently meets this standard. Rather than call another
shareholder meeting to vote on Trustees after the reorganization, the
reorganization agreement authorizes each Fund, while it is the sole shareholder
of the corresponding New Fund, to elect the then current Trustees of the Trust,
except for Calvin J. Pedersen, as the Trustees of the Delaware Trust.
Information on the individuals that will serve as the Trustees and officers
of the Delaware Trust and their business affiliations for the past five years is
set forth below. Unless otherwise noted, the address of each executive officer
and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115-0480. Trustees
whose names are preceded by an asterisk will be "interested persons" of the
Delaware Trust (as defined in the 1940 Act).
<TABLE>
<CAPTION>
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POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert Chesek (66) Trustee Trustee/Director (1981-present) and Chairman (1989-1994), Phoenix
49 Old Post Road Funds. Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff &
Wethersfield, CT 06109 Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Seneca Funds (2000-present).
---------------------------------------------------------------------------------------------------------------------------
E. Virgil Conway (71) Trustee Chairman, Metropolitan Transportation Authority (1992-present).
9 Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York, Inc.
Bronxville, NY 10708 (1970-present), Pace University (1978-present), Atlantic Mutual
Insurance Company (1974-present), HRE Properties (1989-present),
Greater New York Councils, Boy Scouts of America (1985-present),
Union Pacific Corp. (1978-present), Blackrock Freddie Mac Mortgage
Securities Fund (Advisory Director) (1990-present), Centennial
Insurance Company (1974-present), Josiah Macy, Jr., Foundation
(1975-present), The Harlem Youth Development Foundation
(1987-present). Chairman, Accuhealth (1994-present), Trism, Inc.
(1994-present), Realty Foundation of New York (1972-present), and
New York Housing Partnership Development Corp. (1985-present).
Vice Chairman, Academy of Political Science (1985-present).
Director/Trustee, Phoenix Funds (1993-present). Trustee,
Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Seneca Funds
(2000-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. and Duff & Phelps Utility and Corporate Bond Trust Inc.
(1995-present). Chairman/Member, Audit Committee of the City of
New York (1981-1996). Advisory Director, Blackrock Fannie Mae
Mortgage Securities Fund (1989-1996) and Fund Directions
(1993-1998). Chairman, Financial Accounting Standards Advisory
Council (1992-1995).
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Harry Dalzell-Payne (71) Trustee Director/Trustee, Phoenix Funds (1993-present). Trustee,
The Flat Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Elmore Court Mutual Funds (1996-present) and Phoenix-Seneca Funds
Elmore, GLOS GL2 6NT, UK (1999-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. and Duff & Phelps Utility and Corporate Bond Trust Inc.
(1995-present). Formerly a Major General of the British Army.
---------------------------------------------------------------------------------------------------------------------------
*Francis E. Jeffries (69) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
8477 Bay Colony Dr. Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Apt. 902 Mutual Funds (1996-present) and Phoenix-Seneca Funds
Naples, FL 34108 (2000-present). Director, Duff & Phelps Utilities Income Inc.
(1987-present), Duff & Phelps Utilities Tax-Free Income Inc.
(1991-present) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1993-present). Director, The Empire District Electric
Company (1984-present). Director (1989-1997), Chairman of the
Board (1993-1997), President (1989-1993), and Chief Executive
Officer (1989-1995), Phoenix Investment Partners, Ltd.
---------------------------------------------------------------------------------------------------------------------------
Leroy Keith, Jr. (61) Trustee Chairman (1995-present) and Chief Executive Officer (1995-1999),
Chairman Carson Products Company. (1995-present). Director/Trustee, Phoenix
Carson Products Company Funds (1980-present). Trustee, Phoenix-Aberdeen Series Fund,
64 Ross Road Phoenix Duff & Phelps Institutional Mutual Funds (1996-present)
Savannah, GA 30750 and Phoenix-Seneca Funds (2000-present). Director, Equifax Corp.
(1991-present) and Evergreen International Fund, Inc.
(1989-present). Trustee, Evergreen Liquid Trust, Evergreen Tax
Exempt Trust, Evergreen Tax Free Fund, Master Reserves Tax Free
Trust, and Master Reserves Trust.
---------------------------------------------------------------------------------------------------------------------------
*Philip R. McLoughlin (53) Trustee and Chairman (1997-present), Director (1995-present), Vice Chairman
President (1995-1997) and Chief Executive Officer (1995-present), Phoenix
Investment Partners, Ltd. Director (1994-present) and Executive
Vice President, Investments (1988-present), Phoenix Home Life
Mutual Insurance Company. Director/Trustee and President, Phoenix
Funds (1989-present). Trustee and President, Phoenix-Aberdeen
Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. (1995-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1995-present). Trustee, Phoenix-Seneca Funds
(1999-present). Director (1983-present) and Chairman
(1995-present), Phoenix Investment Counsel, Inc. Director
(1984-present) and President (1990-1999), Phoenix Equity Planning
Corporation. Chairman and Chief Executive Officer, Phoenix/Zweig
Advisers LLC (1999-present). Director, PXRE Corporation (Delaware)
(1985-present) and World Trust Fund (1991-present). Director and
Executive Vice President, Phoenix Life and Annuity Company
(1996-present). Director and Executive Vice President, PHL
Variable Insurance Company (1995-present). Director, Phoenix
Charter Oak Trust Company (1996-present). Director and Vice
President, PM Holdings, Inc. (1985-present). Director
(1992-present) and President (1992-1994), W.S. Griffith & Co.,
Inc. Director, PHL Associates, Inc. (1995-present).
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Everett L. Morris (72) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Seneca Funds
(2000-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. (1991-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1993-present).
---------------------------------------------------------------------------------------------------------------------------
*James M. Oates (54) Trustee Chairman, IBEX Capital Markets, Inc. (formerly, IBEX Capital
Managing Director Markets LLC) (1997-present). Managing Director, Wydown Group
The Wydown Group (1994-present). Director, Phoenix Investment Partners, Ltd.
IBEX Capital Markets, Inc. (1995-present). Director/Trustee, Phoenix Funds (1987-present).
60 State Street Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Suite 950 Institutional Mutual Funds (1996-present) and Phoenix-Seneca Funds
Boston, MA 02109 (2000-present). Director, AIB Govett Funds (1991-present),
Investors Financial Service Corporation (1995-present), Investors
Bank & Trust Corporation (1995-present), Plymouth Rubber Co.
(1995-present), Stifel Financial (1996-present), Command Systems,
Inc. (1998-present), Connecticut River Bancorp (1998-present) and
Endowment for Health (1999-present). Vice Chairman, Massachusetts
Housing-Partnership (1998-2000). Director, Blue Cross and Blue
Shield of New Hampshire (1994-1999).
---------------------------------------------------------------------------------------------------------------------------
Herbert Roth, Jr. (71) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
P.O. Box 909 Mutual Funds (1996-present) and Phoenix-Seneca Funds
Sherborn, MA 01770 (2000-present). Director, Boston Edison Company (1978-present),
Landauer, Inc. (medical services) (1970-present), Tech
Ops./Sevcon, Inc. (electronic controllers) (1987-present), and
Mark IV Industries (diversified manufacturer) (1985-present).
Member, Directors Advisory Council, Phoenix Home Life Mutual
Insurance Company (1998-present). Director, Phoenix Home Life
Mutual Insurance Company (1972-1998).
---------------------------------------------------------------------------------------------------------------------------
Richard E. Segerson (54) Trustee Managing Director, Northway Management Company (1998-present).
102 Valley Road Director/Trustee, Phoenix Funds (1993-present). Trustee,
New Canaan, CT 07840 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Seneca Funds
(2000-present). Managing Director, Mullin Associates (1993-1998).
---------------------------------------------------------------------------------------------------------------------------
Lowell P. Weicker, Jr. (69) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Greenwich, CT 06830 Mutual Funds (1996-present) and Phoenix-Seneca Funds
(2000-present). Director, UST Inc. (1995-present), HPSC Inc.
(1995-present), Burroughs Wellcome Fund (1996-present) and
Compuware (1996-present). Visiting Professor, University of
Virginia (1997-present). Director, Duty Free International, Inc.
(1997). Chairman, Dresing, Lierman, Weicker (1995-1996). Governor
of the State of Connecticut (1991-1995).
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Michael E. Haylon (42) Executive Director and Executive Vice President, Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Director (1994-present),
President President (1995-present), Executive Vice President (1994-1995),
Vice President (1991-1994), Phoenix Investment Counsel, Inc.
Director, Phoenix Equity Planning Corporation (1995-present).
Executive Vice President, Phoenix Funds (1993-present),
Phoenix-Aberdeen Series Fund (1996-present) and Phoenix-Seneca
Funds (2000-present). Executive Vice President (1997-present),
Vice President (1996-1997), Phoenix Duff & Phelps Institutional
Mutual Funds. Senior Vice President, Securities Investments,
Phoenix Home Life Mutual Insurance Company (1993-1995).
---------------------------------------------------------------------------------------------------------------------------
Chong Yoon Chou (32) Senior Vice Investment Manager, Aberdeen Asset Management (1994-present).
Aberdeen Asset Management President Director, Aberdeen Asset Management Asia Limited (1998-present).
Asia Limited
88A Circular Road,
#01-01 Capital Square Two
Singapore, 049480
---------------------------------------------------------------------------------------------------------------------------
Christopher D. Fishwick (38) Senior Vice Investment Director, Aberdeen Asset Managers, Ltd. (1991-present).
10 Queens Terrace President Director, Phoenix-Aberdeen International Advisors, LLC
Aberdeen, Scotland (1996-present).
---------------------------------------------------------------------------------------------------------------------------
Peter Hames (39) Senior Vice Far East Investment Director, Aberdeen Asset Management Asia
Aberdeen Asset Management President Limited (1992-present).
Asia Limited
21 Church Street
#01-01 Capital Square Two
Singapore, 049480
---------------------------------------------------------------------------------------------------------------------------
Hugh Young (42) Senior Vice Director, Aberdeen Asset Management Limited (1998-present). Far
Aberdeen Asset Management President East Investment Director, Aberdeen Asset Management Asia Limited
Asia Limited (1992-present). Managing Director, Aberdeen Asset Management Asia
21 Church Street Limited (1992-present). Director, Phoenix-Aberdeen International
#01-01 Capital Square Two Advisors LLC (1996-present). Far East Investment Director, Phoenix
Singapore, 049480 Investment Counsel, Inc. (1996-present). Director, Abtrust Asian
Smaller Companies Investment Trust plc (1995-present), Abtrust New
Dawn Investment Trust plc (1989-present), Abtrust New Thai
Investment Trust plc (1989-present), Abtrust Emerging Asia
Investment Trust Limited (1990-present), JF Philippine Fund Inc.
(1991-present) and Apollo Tiger Fund (1994-present).
---------------------------------------------------------------------------------------------------------------------------
Shahreza Yusof (27) Senior Vice Investment Manager, Aberdeen Asset Management Asia Limited
Aberdeen Asset Management President (1994-present).
Asia Limited
21 Church Street
#01-01 Capital Square Two
Singapore, 049480
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Christian C. Bertelsen (56) Vice President Managing Director, Value Equities, Phoenix Investment Counsel,
909 Montgomery Street Inc. (1997-present). Vice president, Phoenix Equity Series Fund
San Francisco, CA 94133 (1997-present). Senior Vice President and Chief Investment
Officer, Zurich Kemper (1996-1997). Vice President and Portfolio
Manager, Zurich Small Cap Fund and Zurich Kemper Contrarian Fund
(1996-1997). Senior Vice President, Eagle Asset Management
(1993-1996). Vice President and Portfolio Manager, Heritage Value
Fund and Golden Select Variable Annuity Value Trust (1995-1996).
---------------------------------------------------------------------------------------------------------------------------
Robert S. Driessen (52) Vice President Vice President and Compliance Officer, Phoenix Investment
and Assistant Partners, Ltd. (1999-present) and Phoenix Investment Counsel, Inc.
Secretary (1999-present). Vice President, Phoenix Funds, Phoenix-Aberdeen
Series Fund, Phoenix Duff & Phelps Institutional Mutual Funds
(1999-present) and Phoenix-Seneca Funds (2000-present). Compliance
Officer (2000-present) and Associate Compliance Officer (1999),
PXP Securities Corporation. Vice President, Risk Management
Liaison, Bank of America (1996-1999). Vice President, Securities
Compliance, The Prudential Insurance Company of America
(1993-1996). Branch Chief/Financial Analyst, Securities and
Exchange Commission, Division of Investment Management (1972-1993).
---------------------------------------------------------------------------------------------------------------------------
William R. Moyer (55) Vice President Executive Vice President and Chief Financial Officer
100 Bright Meadow Blvd. (1999-present), Senior Vice President and Chief Financial Officer
P.O. Box 2200 (1995-1999), Phoenix Investment Partners, Ltd. (1995-present).
Enfield, CT 06083-2200 Senior Vice President (1990-present), Chief Financial Officer
(1996-present), Finance (until 1996), and Treasurer (1998-present
and 1994-1996), Phoenix Equity Planning Corporation. Director
(1998-present), Senior Vice President (1990-present), Chief
Financial Officer (1996-present) and Treasurer (1994-present),
Phoenix Investment Counsel, Inc. Treasurer (1999-present), Vice
President and Chief Financial Officer, Duff & Phelps Investment
Management Co. (1996-1999). Vice President, Phoenix Funds
(1990-present), Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present) and Phoenix Aberdeen Series Fund (1996-present).
Executive Vice President Phoenix-Seneca Funds (2000-present). Vice
President, Investment Products Finance, Phoenix Home Life Mutual
Insurance Company (1990-1995). Senior Vice President, Chief
Financial Officer, W.S. Griffith & Co., Inc. (1992-1995) and
Townsend Financial Advisers, Inc. (1993-1995).
---------------------------------------------------------------------------------------------------------------------------
G. Jeffrey Bohne (52) Secretary Vice President and General Manager, Phoenix Home Life Mutual
101 Munson Street Insurance Co. (1993-present). Vice President, Transfer Agent
Greenfield, MA 01301 Operations (1993-1996), Senior Vice President (1999-present),
Vice President (1996-1999), Mutual Fund Customer Service, Phoenix
Equity Planning Corporation. Secretary/Clerk, Phoenix Funds
(1993-present), Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present), Phoenix-Aberdeen Series Fund (1996-present) and
Phoenix-Seneca Funds (2000-present). Vice President, Home Life of
New York Insurance Company (1984-1992).
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Nancy G. Curtiss (47) Treasurer Treasurer, Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present), Phoenix-Aberdeen
Series Fund (1996-present) and Phoenix-Seneca Funds
(2000-present). Vice President, Fund Accounting (1994-2000) and
Treasurer (1996-2000), Phoenix Equity Planning Corporation.
Second Vice President and Treasurer, Fund Accounting, Phoenix
Home Life Mutual Insurance Company (1994-1995). Various positions
with Phoenix Home Life Insurance Company (1987-1994).
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
For services rendered to the Fund for the fiscal year ended July 31, 1999,
the Trustees received aggregate remuneration of $31,068. For services on the
Boards of Directors/Trustees of the Phoenix Funds, each Trustee who is not a
full-time employee of Phoenix or any of its affiliates currently receives a
retainer at the annual rate of $40,000 and a fee of $2,500 per joint meeting of
the Boards. Each Trustee who serves on the Audit Committee receives a retainer
at the annual rate of $2,000 per joint Audit Committee meeting attended. Each
Trustee who serves on the Nominating Committee receives a retainer at the annual
rate of $1,000 and a fee of $1,000 per joint Nominating Committee meeting
attended. Each Trustee who serves on the Executive Committee and who is not an
interested person of the Fund receives a retainer at the annual rate of $2,000
and $2,000 per joint Executive Committee meeting attended. The function of the
Executive Committee is to serve as a contract review, compliance review and
performance review delegate of the full Board of Trustees. The foregoing fees do
not include the reimbursement of expenses incurred in connection with meeting
attendance. Costs are allocated equally to each of the series and funds within
the fund complex. Officers and employees of Phoenix who are interested persons
are compensated by Phoenix and receive no compensation from the Fund.
CURRENT BOARD COMMITTEES AND MEETINGS
The Board of Trustees has an Audit Committee and a Nominating Committee.
The Audit Committee of the Trust consists of four of the Trustees who are not
interested persons of the Trust (i.e., the "Independent Trustees"). The Audit
Committee meets with the Trust's auditors to review the scope of the auditing
procedures, the adequacy of internal controls, compliance by the Trust with the
accounting, record keeping and financial reporting requirements of the 1940 Act,
and the possible effect on Trust operations of any new or proposed tax or other
regulations applicable to investment companies. The Audit Committee makes an
annual recommendation concerning the appointment of auditors and reviews and
recommends policies and practices relating to principles to be followed in the
conduct of Trust operations. The Audit Committee reports the results of its
inquiries to the Board of Trustees. The Audit Committee currently consists of E.
Virgil Conway, Herbert Roth, Jr., Richard E. Segerson and Lowell P. Weicker, Jr.
The Audit Committee held four meetings during the fiscal year ended July 31,
2000.
The Nominating Committee consists of four Trustees who are not interested
persons of the Trust. It recommends to the Board of Trustees persons to be
elected as Trustees. During the fiscal year ended July 31, 2000, the Nominating
Committee held brief meetings as needed in conjunction with regular quarterly
executive sessions of the independent Trustees. The Nominating Committee
currently consists of Robert Chesek, Harry Dalzell-Payne, Leroy Keith, Jr., and
Herbert Roth Jr. It will consider individuals proposed by a shareholder for
election as a Trustee. Shareholders who wish to submit the name of any
individual must submit in writing a brief description of the proposed nominee's
business experience and other information relevant to the qualifications of the
individual to serve as a Trustee of the Trust.
The Delaware Trust has Audit and Nominating Committees, each composed
entirely of the same independent Trustees.
The Board of Trustees held four meetings during the fiscal year ended July
31, 2000. Each Trustee, except Herbert Roth, Jr., was present for at least 75%
of the total number of meetings of the Board and of those committees of which
the Trustee was a member which were held during his tenure.
14
<PAGE>
For the Trust's last fiscal year, the Trustees received the following
compensation:
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL FROM TRUST AND FUND
COMPENSATION BENEFITS ACCRUED AS BENEFITS UPON COMPLEX (31 FUNDS)
NAME FROM TRUST PART OF TRUST EXPENSES RETIREMENT PAID TO TRUSTEES
---- ---------- ---------------------- ---------- ----------------
<S> <C> <C> <C> <C>
Robert Chesek $3,063 $30,000
E. Virgil Conway(1) $2,905 $23,250
Harry Dalzell-Payne(1) $3,488 $43,250
Francis E. Jeffries $3,000 None for any None for any $30,000
Leroy Keith, Jr. $3,063 Trustee Trustee $30,000
Philip R. McLoughlin(1) $0 $0
Everett L. Morris(1) $2,850 $35,500
James M. Oates(1) $3,250 $30,750
Herbert Roth, Jr.(1) $2,375 $28,750
Richard E. Segerson $3,600 $36,000
Lowell Weicker, Jr. $3,475 $35,250
</TABLE>
--------------------
*This compensation (and the earnings thereon) will be deferred pursuant to
the Directors' Deferred Compensation Plan. At June 30, 2000, the total amount of
deferred compensation (including interest and other accumulation earned on the
original amounts deferred) accrued for Messrs. Jeffries, Morris, Roth and
Segerson was $472,348.25, $197,344.74, $177,329.63 and $115,043.51,
respectively. At present, by agreement among the Trust, the Distributor and the
electing Trustee, Trustee fees that are deferred are paid by the Trust to the
Distributor. The liability for the deferred compensation obligation appears only
as a liability of the Distributor.
(1)Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are
members of the Executive Committee.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS
THAT THE SHAREHOLDERS APPROVE THE PLAN OF REORGANIZATION.
PROPOSED CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS (PROPOSALS 2-20)
If all of the proposals are approved by each Fund, each Fund will have
fundamental investment restrictions which are expected to become standard for
all of the Phoenix Funds. These proposed restrictions differ in certain respects
from the current fundamental investment restrictions. Management believes that
increased standardization of fundamental investment restrictions will help to
promote operational efficiencies and facilitate monitoring of compliance with
the restrictions. Although the Funds will have additional flexibility to engage
in previously prohibited activities if the proposals are approved, Management
does not presently anticipate that the use of different investment restrictions
resulting from amending or eliminating each of the current restrictions as
described in the proposals below will have any material impact on the investment
techniques employed. For a more detailed comparison of the current and proposed
fundamental investment restrictions, see Proposals 2-20 below.
PROPOSAL 2
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING DIVERSIFICATION
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
diversification. The current fundamental investment restriction regarding
diversification applicable to each Fund provides that the Fund may not:
"Purchase for such Fund securities of any issuer, other than
obligations issued or guaranteed as to principal and interest by the
United States Government or its agencies or instrumentalities, if
immediately thereafter (i) more than 5% of such Fund's total assets
(taken at market value) would be invested in the securities of such
issuer or (ii) more than 10% of the outstanding securities of any class
of such issuer would be held by such Fund or by all Funds of the Trust
in the aggregate."
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<PAGE>
If Proposal 2 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding diversification:
"A Fund may not, with respect to 75% of its total assets, purchase
securities of an issuer (other than the U.S. Government, its agencies,
instrumentalities or authorities or repurchase agreements
collateralized by U.S. Government securities and other investment
companies), if: (a) such purchase would, at the time, cause more than
5% of the Fund's total assets taken at market value to be invested in
the securities of such issuer; or (b) such purchase would at the time
result in more than 10% of the outstanding voting securities of such
issuer being held by the Fund."
The percentage limitations in the current diversification restriction apply
to all of each Fund's assets. The proposed percentage limitations will apply to
only 75% of the assets of each Fund. Consequently, under the proposed
restriction, 25% of each Fund's assets are in a basket that is excluded from the
limitations. Furthermore, the current diversification restriction provides that
the 10% limitation on ownership of the outstanding securities of any class of an
issuer applies both to each Fund individually and to the Funds in the aggregate.
The 10% limitation applicable to the Funds under the proposed restriction will
apply to securities held by a single Fund. For these reasons, each Fund would be
permitted to invest in a smaller number of issuers than such Fund is currently
permitted to invest in. If a Fund were to invest in a smaller number of issuers,
the performance of a single issuer could have a greater impact on such Fund's
share price. Thus, the Funds could be exposed to increased volatility to the
extent they invest in a smaller number of issuers. The proposed restriction is
based upon the definition of a "diversified company" under the 1940 Act.
PROPOSAL 3
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING CONCENTRATION
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
concentration. The current fundamental investment restriction regarding industry
concentration applicable to each Fund provides that the Fund may not:
"Invest in amounts greater than 25% of a Fund's assets in a particular
"industry."
If Proposal 3 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding industry concentration
for each Fund:
"A Fund may not purchase securities if, after giving effect to the
purchase, more than 25% of its total assets would be invested in the
securities of one or more issuers conducting their principal business
activities in the same industry (excluding the U.S. Government, its
agencies or instrumentalities)."
Management believes that the proposed fundamental investment restriction is
substantially similar to the Fund's current fundamental investment restriction.
PROPOSAL 4
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING BORROWING
The Board of Trustees has proposed that the shareholders of each Fund
approve a new fundamental investment restriction regarding borrowing. The
current fundamental investment restriction regarding borrowing applicable to
each Fund provides that the Fund may not:
"Borrow money, except that the Funds may (i) borrow money for any Fund
for temporary administrative purposes provided that any such borrowing
does not exceed 10% of the value of the total assets (taken at market
value) of such Fund and (ii) borrow money for any Fund for investment
purposes, provided that any such borrowing for investment purposes with
respect to any such Fund is (a) authorized by the Trustees prior to any
16
<PAGE>
public distribution of the shares of such Fund or is authorized by the
shareholders of such Fund thereafter, (b) is limited to 33-1/3% of the
value of the total assets (taken at market value) of such Fund, and (c)
is subject to an agreement by the lender that any recourse is limited
to the assets of that Fund with respect to which the borrowing has been
made. No Fund may invest in portfolio securities while the amount of
borrowing of the Fund exceeds 5% of the total assets of such Fund.
Borrowing for investment purposes has not been authorized for any Fund
whose shares are offered by the Funds."
If Proposal 4 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding borrowing:
"A Fund may not borrow money, except (i) in amounts not to exceed
one-third of the value of the Fund's total assets (including the amount
borrowed) from banks, and (ii) up to an additional 5% of its total
assets from banks or other lenders for temporary purposes. For purposes
of this restriction, (a) investment techniques such as margin
purchases, short sales, forward commitments, and roll transactions, (b)
investments in instruments such as futures contracts, swaps, and
options and (c) short-term credits extended in connection with trade
clearance and settlement, shall not constitute borrowing."
The Funds may not borrow money for investment purposes unless such
borrowing is authorized by the Trustees prior to any public distribution of the
shares of such Fund or is authorized by the shareholders of such Fund
thereafter. At this time, borrowing has not been authorized for either Fund. The
proposed restriction gives each Fund additional flexibility to borrow money in
that the Funds are not required to obtain authorization from the Trustees or
shareholders in order to borrow money. Under the proposed restriction, each Fund
may borrow up to one-third of its total assets from banks for any purposes and
an additional 5% of its total assets for temporary purposes. Any borrowing would
exaggerate the effect on a Fund's net asset value resulting from any increase or
decrease in the market price of securities in such Fund's portfolio and,
therefore, may increase the volatility of the Funds under the proposed
restriction. Money borrowed will be subject to interest and other costs. These
costs may exceed the gain on securities purchased with borrowed funds. The
proposed borrowing restrictions are based upon the limitations currently imposed
on mutual funds by the 1940 Act.
PROPOSAL 5
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE ISSUANCE OF SENIOR SECURITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding the
issuance of senior securities. The current fundamental investment restriction
regarding senior securities applicable to each Fund provides that the Fund may
not:
"Issue senior securities, as defined in the 1940 Act, provided,
however, that such Fund may secure borrowings made pursuant to the
investment restriction on borrowing; and provided, further, that such
Fund's obligations under interest-rate swaps, reverse repurchase
agreements, when issued, delayed-delivery and forward-commitment
transactions and similar transactions are not treated as senior
securities if covering assets are appropriately segregated; such Fund
may not pledge its assets other than to secure such issuances of senior
securities or such borrowings or in connection with hedging
transactions, short sales, when-issued and forward-commitment
transactions and similar investment strategies; for purposes of this
restriction, the term "total assets" includes the proceeds of senior
securities issued but is reduced by any liabilities and indebtedness
not constituting senior securities or excluded from treatment as senior
securities by this restriction."
If Proposal 5 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not issue "senior securities" in contravention of the 1940
Act. Activities permitted by SEC exemptive orders or staff
interpretations shall not be deemed to be prohibited by this
restriction."
The Fund is currently not permitted to issue senior securities, except to
the extent permitted by its investment restriction regarding borrowing. Under
the proposed restrictions, the Fund will be prohibited from issuing senior
securities in violation of the 1940 Act but may engage in activities permitted
by SEC exemptive orders or staff interpretations. Mutual funds are generally
prohibited from issuing "senior securities." The SEC staff has previously
permitted mutual funds to engage in certain trading activities, subject to
certain limitations, that could otherwise be viewed as senior
17
<PAGE>
securities. The proposed restriction clarifies that the Funds are allowed to
engage in these activities to the extent permitted by the SEC or the SEC staff.
Since the Funds will have greater flexibility to issue senior securities, the
Funds may be subject to additional costs and risks. For example, the costs of
engaging in trading activities which could be viewed as senior securities can
reduce a fund's total return. In addition, upon engaging in activities which
could be viewed as senior securities, a Fund could experience increased risks
due to the effects of leveraging.
PROPOSAL 6
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE
FUNDS REGARDING UNDERWRITING
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
underwriting. The current fundamental investment restriction regarding
underwriting applicable to each Fund provides that the Fund may not:
"Act as securities underwriter except as it technically may be deemed
to be an underwriter under the Securities Act of 1933 in selling a
portfolio security."
If Proposal 6 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not underwrite the securities issued by other persons,
except to the extent that, in connection with the disposition of
portfolio securities, the Fund may be deemed to be an underwriter under
applicable law."
Management believes the proposed restriction applicable to underwriting is
substantially similar to the current restriction.
PROPOSAL 7
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN REAL ESTATE
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
investing in real estate. The current fundamental investment restriction
regarding investing in real estate applicable to each Fund provides that the
Fund may not:
"Make investments in real estate (including real estate limited
partnerships) . . . although (i) the Funds may purchase securities of
issuers which deal in real estate ... and may purchase securities which
are secured by interests in real estate, specifically, securities
issued by real estate investment trusts . . ."
If Proposal 7 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not purchase or sell real estate, except that the Fund may
(i) acquire or lease office space for its own use, (ii) invest in
securities of issuers that invest in real estate or interests therein,
(iii) invest in mortgage-related securities and other securities that
are secured by real estate or interests therein, (iv) hold and sell
real estate acquired by the Fund as a result of the ownership of
securities."
Under the current restriction, the Funds may not make investments in real
estate or real estate limited partnerships, except for the purchase of
securities of issuers that deal in real estate or the purchase of securities
which are secured by interests in real estate, specifically, securities issued
by real estate investment trusts. The proposed restriction does not limit
investments in real estate limited partnerships. The proposed restriction would
also permit the Funds to acquire or lease office space for their own use,
although it is not anticipated that the Funds will do so. The proposed
restriction would also permit the Funds to hold and sell real estate acquired as
a result of the ownership of securities (for example, as the holder of a bond in
a company that had gone into bankruptcy). While Management believes this
possibility is remote, this change would provide useful flexibility should such
an event occur.
18
<PAGE>
PROPOSAL 8
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN COMMODITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
investing in commodities. The current fundamental investment restriction
regarding commodities applicable to each Fund provides that the Fund may not:
"Make investments in ..... commodities or commodity contracts,
although ..... any Fund may engage in transactions in financial futures
contracts and related options, provided that the sum of the initial
margin deposits on such Fund's existing futures positions and the
premiums paid for related options would not exceed in the aggregate 5%
of such Fund's total assets."
If Proposal 8 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not purchase or sell commodities or commodity contracts,
except the Fund may purchase and sell derivatives (including, but not
limited to, options, futures contracts and options on futures
contracts) whose value is tied to the value of a financial index or a
financial instrument or other asset (including, but not limited to,
securities indexes, interest rates, securities currencies and physical
commodities)."
The current restriction permits each Fund to invest in financial futures
contracts and related options provided that the sum of the initial margin
deposits on such Fund's existing futures positions and the premiums paid for
related options do not exceed 5% of the Fund's total assets. The proposed
restriction does not impose percentage limitations and applies to futures
transactions for both hedging and non-hedging purposes. The proposed restriction
permits each Fund to purchase and sell derivatives that have a value tied to the
value of a financial index, financial instrument or other asset. These
derivatives include, for example, options, futures contracts and options on
futures contracts. However, the ability of the Funds to engage in futures
contracts and options on futures will remain subject to applicable rules of the
Commodity Futures Trading Commission ("CFTC"). Under current CFTC rules, the
Funds would not be permitted to enter into a futures transaction if it would
cause the aggregate amount of initial margin deposit and related option premiums
for non-hedging purposes to exceed 5% of the value of its assets. While the use
of derivatives can guard against potential risks, it can eliminate some
opportunities for gains. The main risk with derivatives is that some types can
amplify a gain or loss, potentially earning or losing substantially more money
than the actual cost of the derivative. With some derivatives, whether used for
hedging or speculation, there is also the risk that the counterparty may fail to
honor its contract terms, causing a loss for the Funds.
PROPOSAL 9
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING LENDING
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
lending. The current fundamental investment restriction regarding lending
applicable to each Fund provides that the Fund may not:
"Make cash loans, except that the Funds may (i) purchase bonds, notes,
debentures or similar obligations which are customarily purchased by
institutional investors whether publicly distributed or not, and (ii)
enter into repurchase agreements, provided that no more than 15% of any
Fund's net assets (taken at market value) may be subject to repurchase
agreements maturing in more than seven days."
If Proposal 9 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not make loans, except that the Fund may (i) lend portfolio
securities, (ii) enter into repurchase agreements, (iii) purchase all
or a portion of an issue of debt securities, bank loan participation
interests, bank certificates of deposit, bankers' acceptances,
debentures or other securities, whether or not the purchase is made
upon the original issuance of the securities and (iv) participate in an
interfund lending program with other registered investment companies."
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<PAGE>
Under the current restriction on lending, the Fund is prohibited from
lending money, except in connection with the acquisition of bonds, notes,
debentures or similar obligations and entering into repurchase agreements. The
proposed lending restriction offers greater flexibility in that the Fund is
permitted to engage in a broader scope of lending activities. If the proposed
lending restriction and Proposal 20 (the proposal to eliminate the current
investment restriction on securities lending) are both adopted, a Fund would be
permitted to engage in securities lending to the extent permitted by current SEC
policy. The staff of the SEC currently limits loans of Fund securities to
one-third of a mutual fund's assets, including any collateral received from the
loan. If the SEC staff were to provide greater flexibility to mutual funds to
engage in securities lending in the future, under the proposed restriction the
Funds would be able to take advantage of that increased flexibility. The main
risk in lending securities, as with other extensions of credit, is the
possibility that the borrower may fail to honor its obligations, causing a loss
for the Funds. If the proposed lending restriction is adopted but Proposal 20 is
not adopted, the current securities lending restriction that limits the value of
securities loans to 25% of the Fund's assets would continue to apply.
The proposed restriction would also eliminate the percentage limitation on
investments in repurchase agreements and the requirement that debt obligations
must be customarily purchased by institutional investors. The proposed lending
restriction would also permit each Fund to participate in an interfund lending
program with other registered investment companies. The current restriction does
not allow for interfund lending. Management does not currently intend to
establish an interfund lending program. The proposed restriction also does not
contain a percentage limitation regarding repurchase agreements.
PROPOSAL 10
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING JOINT TRADING
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
joint trading. The current fundamental investment restriction applicable to each
Fund provides that the Fund may not:
"Participate in a joint or joint and several trading account in
securities."
If Proposal 10 is approved, this restriction will be eliminated. The 1940
Act does not require mutual funds to maintain a fundamental investment
restriction regarding joint trading.
PROPOSAL 11
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING PLEDGING OF ASSETS
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
pledging of assets. The current fundamental investment restriction applicable to
each Fund provides that the Fund may not:
"Pledge, mortgage or hypothecate the assets of any Fund to an extent
greater than 10% of the total assets (taken at market value) of such
Fund to secure borrowings made pursuant to the borrowing restriction."
If Proposal 11 is approved, this restriction will be eliminated. Management
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.
20
<PAGE>
PROPOSAL 12
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING SHORT SALES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
short sales. The current fundamental investment restriction applicable to each
Fund provides that the Fund may not:
"Make short sales of securities or maintain a short position unless
against-the-box or unless at the time of sale the Fund owns an equal
amount of such securities."
If Proposal 12 is approved, this restriction will be eliminated. Management
believes this restriction was based on the requirements of state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds.
PROPOSAL 13
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF SECURITIES ON MARGIN
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
purchasing securities on margin. The current fundamental investment restriction
applicable to each Fund provides that the Fund may not:
"Purchase securities on margin, but it may obtain short-term credit as
may be necessary for the clearance of purchases and sales of
securities."
If Proposal 13 is approved, this restriction will be eliminated. Management
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.
PROPOSAL 14
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING OFFICER OR TRUSTEE OWNERSHIP OF SECURITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
investments in issuers whose securities are owned by an officer or trustee. The
current fundamental investment restriction applicable to each Fund provides that
the Fund may not:
"Purchase or retain securities of any issuer if any officer or Trustee
of the Trust, or officer or director of its investment adviser(s), owns
beneficially more than 1/2 of 1% of the outstanding securities or
shares, or both, of such issuer and all such persons owning more than
1/2 of 1% of such securities or shares together own beneficially more
than 5% of such securities or shares."
If Proposal 14 is approved, this restriction will be eliminated. Management
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.
21
<PAGE>
PROPOSAL 15
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF SECURITIES OF OTHER INVESTMENT COMPANIES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding the
purchase of securities of other investment companies. The current fundamental
investment restriction applicable to each Fund provides that the Fund may not:
"Purchase securities of other investment companies, except that a Fund
may make such purchase (a) in the open market involving no commission
or profit to a sponsor or dealer (other than customary broker's
commissions), provided that immediately thereafter (i) not more than
10% of the Fund's total assets would be invested in such securities and
(ii) not more than 3% of the stock of another investment company would
be owned by the Fund, or (b) as part of a merger, consolidation, or
acquisition of assets."
If Proposal 15 is approved, this restriction will be eliminated. Management
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds. However, the Fund would
remain subject to limitations on investments in other registered investment
companies imposed on all mutual funds under the 1940 Act.
PROPOSAL 16
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF SECURITIES OF COMPANIES FOR THE PURPOSE OF
EXERCISING MANAGEMENT OR CONTROL
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding the
purchase of securities of companies for the purpose of exercising control or
management. The current fundamental investment restriction applicable to each
Fund provides that the Fund may not purchase securities of companies for the
purpose of exercising management or control.
If Proposal 16 is approved, this restriction will be eliminated. Management
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.
PROPOSAL 17
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN OIL, GAS OR OTHER MINERAL LEASES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
investing in oil, gas or other mineral leases. The current fundamental
investment restriction applicable to each Fund provides that the Fund may not:
"Invest in oil, gas or other mineral leases or exploration or
development programs, although the Funds may purchase securities of
issuers which engage in whole or in part in such activities."
If Proposal 17 is approved, this restriction will be eliminated. Management
believes this restriction was based on the requirements of state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds.
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<PAGE>
PROPOSAL 18
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN PUTS, CALLS AND STRADDLES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction prohibiting
investing in puts, calls or straddles. The current fundamental investment
restriction applicable to each Fund provides that the Fund may not:
"Invest in puts, calls, straddles and any combination thereof, except
that any Fund may (i) write (sell) exchange-traded covered call options
on portfolio securities and on securities indices and engage in related
closing purchase transactions and (ii) invest up to 2% of its total
assets in exchange-traded call and put options on securities and
securities indices."
If Proposal 18 is approved, this restriction will be eliminated. Management
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.
PROPOSAL 19
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF ILLIQUID SECURITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding the
purchase of illiquid securities. The current fundamental investment restriction
applicable to each Fund provides that the Fund may:
"Purchase illiquid securities, including repurchase agreements
providing for settlement more than seven days after notice and
restricted securities (securities that must be registered with the
Securities and Exchange Commission before they can be sold to the
public) not deemed to be liquid, but such securities will not
constitute more than 15% of each Fund's net assets. The Board of
Trustees, or the Adviser acting at its direction, values these
securities, taking into consideration quotations available from
broker-dealers and pricing services and other information deemed
relevant."
If Proposal 19 is approved, this restriction will be eliminated. If the
current restriction is eliminated, the Fund's ability to invest in illiquid
securities would be subject to applicable regulatory limitations. The SEC's
current policy is that funds that are not money market funds may not invest more
than 15% of their net assets in illiquid securities. Illiquid securities are
generally regarded as securities which may not be sold or disposed of within
seven days in the ordinary course of business at approximately the price at
which a fund has valued them. Management believes this restriction was based on
the requirements formerly imposed by state "blue sky" regulators as a condition
to registration. These state law requirements are no longer applicable to mutual
funds.
PROPOSAL 20
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING SECURITIES LENDING
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
securities lending. The current fundamental investment restriction regarding
securities lending applicable to each Fund provides that the Fund may not:
"Make securities loans, except that the Funds may make loans of the
portfolio securities of any Fund, provided that the market value of the
securities subject to any such loans does not exceed 25% of the value
of the total assets (taken at market value) of such Fund."
23
<PAGE>
If Proposal 20 is approved, this restriction will be eliminated. The
proposed restriction regarding lending discussed in Proposal 9 above would allow
the Funds to make securities loans.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT
SHAREHOLDERS APPROVE PROPOSALS 2-20
INVESTMENT ADVISER, SUBADVISERS, UNDERWRITER AND FINANCIAL AGENT
Phoenix-Aberdeen International Advisors, LLC, One American Row, Hartford,
Connecticut 06102 is the investment adviser to the Funds. Phoenix Investment
Counsel, Inc., 56 Prospect Street, Hartford, Connecticut 06115-0480 is the
domestic subadviser to the Funds. Aberdeen Fund Managers, Inc., 1 Financial
Plaza, Suite 2210, Fort Lauderdale, Florida 33394 is the foreign subadviser to
the Funds.
Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200, serves as the Trust's underwriter and as
the Trust's financial agent (administrator).
OTHER BUSINESS
The Board of Trustees of the Trust knows of no business to be brought
before the meeting other than the matters set forth in this Proxy Statement.
Should any other matter requiring a vote of the shareholders of the Funds arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Funds and the shareholders of the Funds.
The Trust does not hold annual meetings of shareholders. There will
normally be no meeting of shareholders for the purpose of electing Trustees of
the Trust unless and until such time as less than a majority of the Trustees
holding office have been elected by the shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
Shareholders wishing to submit proposals for inclusion in the proxy statement
for any subsequent shareholder meeting of their Fund should send their written
submissions to the principal executive offices of the Trust at 101 Munson
Street, Greenfield, Massachusetts 01301.
24
<PAGE>
APPENDIX A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __ day of _______, 2000, by and between Phoenix-Aberdeen Series Fund, a
Massachusetts business trust (the "Predecessor Trust"), on behalf of the
Phoenix-Aberdeen Global Small Cap Fund and Phoenix-Aberdeen New Asia Fund series
(collectively, the "Predecessor Funds" and each individually, a "Predecessor
Fund"), and Phoenix-Aberdeen Series Fund, a Delaware business trust (the
"Successor Trust"), on behalf of the Phoenix-Aberdeen Global Small Cap Fund and
Phoenix-Aberdeen New Asia Fund series (collectively, the "Successor Funds" and
each individually, a "Successor Fund").
All references in this Agreement to action taken by the Predecessor Funds
or the Successor Funds shall be deemed to refer to action taken by the
Predecessor Trust or the Successor Trust, respectively, on behalf of the
respective Fund series.
This Agreement is intended to be and is adopted as plans of
reorganization within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by each Predecessor Fund of all
of its assets to the corresponding Successor Fund, in exchange solely for shares
of beneficial interest in such Successor Fund ("New Shares") having a net asset
value equal to the net asset value of the corresponding Predecessor Fund, the
assumption by each Successor Fund of all the liabilities of the corresponding
Predecessor Fund, and the distribution of the New Shares to the shareholders of
each Predecessor Fund in complete liquidation of such Predecessor Fund as
provided herein, all upon the terms and conditions hereinafter set forth in this
Agreement.
WHEREAS, the Predecessor Trust and the Successor Trust are each open-end,
registered investment companies of the management type; and
WHEREAS, the Board of Trustees of the Predecessor Trust and the Board of
Trustees of the Successor Trust have determined that it is in the best interest
of the Predecessor Trust and the Successor Trust, respectively, that the assets
of the Predecessor Trust be acquired by the Successor Trust pursuant to this
Agreement and in accordance with the applicable statutes of the Commonwealth of
Massachusetts and the State of Delaware and that the interests of existing
shareholders will not be diluted as a result of this transaction;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Predecessor
Trust agrees to transfer all of the assets of each Predecessor Fund, as set
forth in paragraph 1.2, to the corresponding Successor Fund and the Successor
Trust agrees in exchange therefore: (i) to deliver to the Predecessor Trust a
number of full and fractional New Shares of each class of each Successor Fund
equal to the number of shares of the corresponding class of the corresponding
Predecessor Fund as of the time and date set forth in Article 2, and (ii) to
assume all the liabilities of each Predecessor Fund, as set forth in paragraph
1.2. Such transactions shall take place at the closing provided for in paragraph
2.1 (the "Closing").
1.2 The assets of the Predecessor Funds to be acquired by the
corresponding Successor Funds shall consist of all property, including, without
limitation, all cash, securities, commodities and futures interests, and
dividends or interest receivable which are owned by the Predecessor Funds and
any deferred or prepaid expenses shown as an asset on the books of the
Predecessor Funds on the closing date provided in paragraph 2.1 (the "Closing
Date"). All liabilities, expenses, costs, charges and reserves of the
Predecessor Funds, to the extent that they exist at or after the Closing, shall
after the Closing attach to the corresponding Successor Funds and may be
enforced against the Successor Funds to the same extent as if the same had been
incurred by the Successor Funds.
1.3 Immediately upon delivery to the Predecessor Funds of the New
Shares, the Predecessor Funds, as the then sole shareholders of the Successor
Funds, shall (i) with the exception of Calvin J. Pedersen, elect as trustees of
the Successor Trust the persons who currently serve as trustees of the
Predecessor Trust; (ii) approve an Investment Management Agreement between the
Trust, on behalf of the Successor Funds and Phoenix-Aberdeen International
Advisors, LLC. (the "Investment Manager"), (iii) approve a Subadvisory Agreement
by and between
<PAGE>
the Investment Manager, on behalf of each Fund, and Phoenix Investment Counsel,
Inc., (iv) approve a Subadvisory Agreement by and between the Investment
Manager, on behalf of each Fund, and Aberdeen Fund Managers, Inc., and (v)
ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants of the Successor Funds.
1.4 Immediately following the action contemplated by paragraph 1.3,
the Predecessor Funds will distribute pro rata to their respective shareholders
of record, determined as of immediately after the close of business on the
Closing Date (the "Current Shareholders"), the corresponding New Shares received
by the Predecessor Trust pursuant to paragraph 1.1. Such distribution and
liquidation will be accomplished by the transfer of the New Shares then credited
to the accounts of the Predecessor Funds on the books of the Successor Funds to
open accounts on the share records of the Successor Funds in the names of the
Current Shareholders and representing the respective pro rata number of the New
Shares of the corresponding class due such shareholders. All issued and
outstanding shares of the Predecessor Funds will simultaneously be canceled on
the books of the Predecessor Trust, although share certificates representing
interests in the Predecessor Trust will represent a number of New Shares after
the Closing Date as determined in accordance with paragraph 2.2. The Successor
Funds shall not issue certificates representing the New Shares in connection
with such exchange. Ownership of New Shares will be shown on the books of the
Successor Trust's transfer agent. As soon as practicable after the Closing, the
Predecessor Trust shall take all steps necessary to effect a complete
liquidation of the Predecessor Funds and shall file such instruments, if any, as
are necessary to effect the dissolution of the Predecessor Trust and shall take
all other steps necessary to effect such dissolution.
2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be the second Friday that is a full
business day following satisfaction (or waiver as provided herein) of all of the
conditions set forth in Article 4 of this Agreement (other than those conditions
which may by their terms be satisfied only at the Closing), or such later date
as the parties may agree to in writing. All acts taking place at the Closing
shall be deemed to take place simultaneously as of immediately after the close
of business on the Closing Date unless otherwise agreed to by the parties. The
close of business on the Closing Date shall be as of 4:00 p.m. New York Time.
The Closing shall be held at the offices of Phoenix Investment Counsel, Inc.
("PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480, or at such other
time and/or place as the parties may agree.
2.2 The Predecessor Trust shall cause Phoenix Equity Planning
Corporation (the "Transfer Agent"), transfer agent of the Predecessor Funds, to
deliver at the Closing a certificate of an authorized officer stating that its
records contain the names and addresses of the Current Shareholders and the
number and percentage ownership of outstanding shares of the Predecessor Funds
and the class of each Predecessor Fund owned by each such shareholder
immediately prior to the Closing. The Successor Funds shall issue and deliver a
confirmation evidencing the New Shares to be credited on the Closing Date to the
Secretary of the Predecessor Trust or provide evidence satisfactory to the
Predecessor Trust that such New Shares have been credited to the accounts of the
Predecessor Funds on the books of the Successor Funds. At the Closing, each
party shall deliver to the other such bills of sales, checks, assignments, share
certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request.
3. REPRESENTATIONS AND WARRANTIES
3.1 The Predecessor Trust, on behalf of each Predecessor Fund, hereby
represents and warrants to the Successor Funds as follows:
(i) The Predecessor Trust is duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts and has full power and authority to conduct its business as
presently conducted;
(ii) the Predecessor Trust has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of
each Predecessor Fund;
(iii) the execution and delivery of this Agreement on behalf
of each Predecessor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
Predecessor Trust or the shareholders of the Predecessor Fund (other than as
contemplated in paragraph 4.1(vi) are necessary to authorize this Agreement and
the transactions contemplated hereby;
A-2
<PAGE>
(iv) this Agreement has been duly executed by the Predecessor
Trust on behalf of the Predecessor Funds and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by
the Predecessor Trust on behalf of the Predecessor Funds, nor the consummation
by the Predecessor Trust on behalf of the Predecessor Funds of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both) a breach of or default under,
the Declaration of Trust of the Predecessor Trust, as amended, or any statute,
regulation, order, judgment or decree, or any instrument, contract or other
agreement to which the Predecessor Trust is a party or by which the Predecessor
Trust or any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any
governmental or other public body or authority or any other party is necessary
for the execution and delivery of this Agreement by the Predecessor Trust on
behalf of the Predecessor Funds or the consummation of any transactions
contemplated hereby by the Predecessor Trust, other than as shall be obtained at
or prior to the Closing.
3.2 The Successor Trust, on behalf of the Successor Funds, hereby
represents and warrants to the Predecessor Funds as follows:
(i) The Successor Trust is duly organized, validly existing
and in good standing under the laws of the State of Delaware and has full power
and authority to conduct its business as presently conducted;
(ii) the Successor Trust has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of the
Successor Funds;
(iii) the execution and delivery of this Agreement on behalf
of the Successor Funds and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the Successor
Trust or the shareholders of the Successor Funds are necessary to authorize this
Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Successor
Trust on behalf of the Successor Funds and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by
the Successor Trust on behalf of the Successor Funds, nor the consummation by
the Successor Trust on behalf of the Successor Funds of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both constitute) a breach of or
default under, the Master Trust Agreement (the "Master Trust Agreement") or
By-Laws of the Successor Trust, as each may be amended, or any statute,
regulation, order, judgment or decree, or any instrument, contract or other
agreement to which the Successor Trust is a party or by which the Successor
Trust or any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental
or other public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the Successor Trust on behalf of the
Successor Funds or the consummation of any transactions contemplated hereby by
the Successor Trust, other than as shall be obtained at or prior to the Closing.
4. CONDITIONS PRECEDENT
4.1 The obligations of the Predecessor Trust on behalf of the
Predecessor Funds and the Successor Trust on behalf of the Successor Funds to
effectuate the Reorganization shall be subject to the satisfaction of the
following conditions:
(i) The Successor Trust shall have succeeded to the
registration statement of the Predecessor Trust on Form N-1A under the
Securities Act of 1933, as amended (the "Securities Act") and such amendment or
amendments thereto as are determined by the Board of Trustees of the Successor
Trust to be necessary and appropriate to effect the registration of the New
Shares (the "Post-Effective Amendment"), shall have been filed with the
Securities and Exchange Commission (the "Commission") and the Post-Effective
Amendment shall have become effective, and no stop-order suspending the
effectiveness of the Post-Effective Amendment shall
A-3
<PAGE>
have been issued, and no proceeding for that purpose shall have been initiated
or threatened by the Commission (and not withdrawn or terminated);
(ii) the applicable New Shares shall have been duly qualified
for offering to the public in all states in which such qualification is required
for consummation of the transactions contemplated hereunder;
(iii) all representations and warranties of the Predecessor
Trust on behalf of the Predecessor Funds contained in this Agreement shall be
true and correct in all material respects as of the date hereof and as of the
Closing, with the same force and effect as if then made, and the Successor Trust
on behalf of the Successor Funds shall have received a certificate of an officer
of the Predecessor Trust acting on behalf of the Predecessor Funds to that
effect in form and substance reasonably satisfactory to the Successor Trust on
behalf of the Successor Funds;
(iv) all representations and warranties of the Successor
Trust on behalf of the Successor Funds contained in this Agreement shall be true
and correct in all material respects as of the date hereof and as of the
Closing, with the same force and effect as if then made, and the Predecessor
Trust on behalf of the Predecessor Funds shall have received a certificate of an
officer of the Successor Trust acting on behalf of the Successor Funds to that
effect in form and substance reasonably satisfactory to the Predecessor Trust on
behalf of the Predecessor Funds;
(v) the Predecessor Trust on behalf of the Predecessor Funds
and the Successor Trust on behalf of the Successor Funds shall have received
opinions from Goodwin, Procter & Hoar LLP regarding certain tax matters in
connection with the Reorganization; and
(vi) a vote approving this Agreement shall have been adopted
by at least a majority of the outstanding shares of each Predecessor Fund, all
classes voting together, entitled to vote at a special meeting of shareholders
of each such Predecessor Fund duly called for such purpose (the "Special
Meeting").
5. EXPENSES
5.1 The Successor Trust and the Predecessor Trust each represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.
5.2 All of the costs of solicitation of proxies, including the cost of
the proxy solicitation firm, printing and mailing costs, shall be borne by the
Successor Fund. All of the remaining expenses and costs of the Reorganization
and the transactions contemplated thereby shall be borne by Phoenix Investment
Partners, Ltd.
6. ENTIRE AGREEMENT
The Successor Trust and the Predecessor Trust agree that neither party
has made any representation, warranty or covenant not set forth herein and that
this Agreement constitutes the entire agreement between the parties.
7. TERMINATION
This Agreement and the transactions contemplated hereby may be
terminated and abandoned by either party by resolution of the party's Board of
Trustees, at any time prior to the Closing Date, if circumstances should develop
that, in the opinion of such Board, make proceeding with the Agreement
inadvisable. In the event of any such termination, there shall be no liability
for damages on the part of either the Successor Trust or the Predecessor Trust,
or their respective Trustees or officers, to the other party.
8. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the
Predecessor Trust and the Successor Trust; provided, however, that following the
meeting of the Current Shareholders called by the Predecessor Trust pursuant to
paragraph 4.1(vi) of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of New Shares to be issued to
the Current Shareholders under this Agreement to the detriment of such
shareholders without their further approval.
A-4
<PAGE>
9. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.
10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts each
of which shall be deemed an original.
10.3 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
10.5 It is expressly agreed that the obligations of the Predecessor
Trust hereunder shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents, or employees of the Predecessor Trust personally,
but shall bind only the trust property of the Predecessor Trust, as provided in
the Declaration of Trust of the Predecessor Trust. The execution and delivery by
such officers of the Predecessor Trust shall not be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Predecessor Trust as provided in
the Declaration of Trust of the Predecessor Trust. The Predecessor Trust is a
series company with multiple series, Phoenix-Aberdeen Global Small Cap Fund and
Phoenix-Aberdeen New Asia Fund and has entered into this Agreement on behalf of
the Predecessor Funds. With respect to any obligation of the Predecessor Trust
arising hereunder, the Successor Trust and the Successor Funds shall look for
payment or satisfaction of such obligations solely to the assets and property of
the corresponding Predecessor Funds.
10.6 It is expressly agreed that the obligations of the Successor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Successor Trust personally, but shall bind
only the trust property of the Successor Trust, as provided in the Declaration
of Trust of the Successor Trust. The execution and delivery by such officers of
the Successor Trust shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Successor Trust as provided in the
Declaration of Trust of the Successor Trust. The Successor Trust is a series
company with multiple series, Phoenix-Aberdeen Global Small Cap Fund and
Phoenix-Aberdeen New Asia Fund and has entered into this Agreement on behalf of
the Successor Funds. With respect to any obligation of the Successor Trust
arising hereunder, the Predecessor Funds and the Predecessor Trust shall look
for payment or satisfaction of such obligations solely to the assets and
property of the corresponding Successor Funds.
10.7 The sole remedy of a party hereto for a breach of any
representation or warranty made in this Agreement by the other party shall be an
election by the non-breaching party not to complete the transactions
contemplated herein.
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<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its President or Vice President.
<TABLE>
<CAPTION>
<S> <C>
ATTEST PHOENIX-ABERDEEN SERIES FUND, a Massachusetts
business trust By:
------------------------------------------------- By: -------------------------------------------------
Name: Name:
Title: Title:
ATTEST PHOENIX-ABERDEEN SERIES FUND, a Delaware
business trust
------------------------------------------------- By:-------------------------------------------------
Name: Name:
Title: Title:
</TABLE>
A-6
<PAGE>
PHOENIX-ABERDEEN SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 2000
PHOENIX-ABERDEEN GLOBAL SMALL CAP FUND
PROXY
The undersigned shareholder of Phoenix-Aberdeen Global Small Cap Fund
(the "Fund"), a series of Phoenix-Aberdeen Series Fund (the "Trust"), revoking
any and all previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held on November 16, 2000 at the
offices of the Trust, 101 Munson Street, Greenfield, Massachusetts, and at any
and all adjournments thereof, with respect to all shares of the Fund for which
the undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<TABLE>
<CAPTION>
VOTE ON PROPOSAL
REORGANIZATION OF FUND
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of Phoenix-Aberdeen Series Fund [ ] [ ] [ ]
as a Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING NINETEEN PROPOSALS FOR AGAINST ABSTAIN ON
COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSALS PROPOSALS PROPOSALS
OF THE FUND, VOTE HERE: 2-20 2-20 2-20
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING NINETEEN PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. To eliminate the fundamental investment restriction regarding For Against Abstain
joint trading. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction regarding For Against Abstain
the pledging of assets. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
short sales. [ ] [ ] [ ]
13. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities on margin. [ ] [ ] [ ]
14. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
15. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
16. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of companies for the purpose of [ ] [ ] [ ]
exercising management or control.
17. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in oil, gas or other mineral leases. [ ] [ ] [ ]
18. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in and writing puts, calls and straddles. [ ] [ ] [ ]
19. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of illiquid securities. [ ] [ ] [ ]
20. To eliminate the fundamental investment restriction regarding For Against Abstain
securities lending. [ ] [ ] [ ]
</TABLE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY;
BUT IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S).
WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN,
OR CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
----------------------------------- ------- ---------------------------- -------
----------------------------------- ------- ---------------------------- -------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
<PAGE>
PHOENIX-ABERDEEN SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
November 16, 2000
PHOENIX-ABERDEEN NEW ASIA FUND
PROXY
The undersigned shareholder of Phoenix-Aberdeen New Asia Fund (the
"Fund"), a series of Phoenix-Aberdeen Series Fund (the "Trust"), revoking any
and all previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held on November 16, 2000 at the
offices of the Trust, 101 Munson Street, Greenfield, Massachusetts, and at any
and all adjournments thereof, with respect to all shares of the Fund for which
the undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<TABLE>
<CAPTION>
VOTE ON PROPOSALS
REORGANIZATION OF FUND
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of Phoenix-Aberdeen Series Fund [ ] [ ] [ ]
as a Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING NINETEEN PROPOSALS FOR AGAINST ABSTAIN ON
COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSALS PROPOSALS PROPOSALS
OF THE FUND, VOTE HERE: 2-20 2-20 2-20
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING NINETEEN PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. To eliminate the fundamental investment restriction regarding For Against Abstain
joint trading. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction regarding For Against Abstain
the pledging of assets. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
short sales. [ ] [ ] [ ]
13. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities on margin. [ ] [ ] [ ]
14. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
15. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
16. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of companies for the purpose of [ ] [ ] [ ]
exercising management or control.
17. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in oil, gas or other mineral leases. [ ] [ ] [ ]
18. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in and writing puts, calls and straddles. [ ] [ ] [ ]
19. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of illiquid securities. [ ] [ ] [ ]
20. To eliminate the fundamental investment restriction regarding For Against Abstain
securities lending. [ ] [ ] [ ]
</TABLE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY;
BUT IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S).
WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN,
OR CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
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Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
