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 EQUITY 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:
<PAGE>
<TABLE>
<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
October 12, 2000
Dear Shareholder:
We are pleased to enclose the proxy statement for the November 30, 2000
special shareholders meeting being held for the Phoenix-Duff & Phelps Core
Equity Fund and the Phoenix-Oakhurst Growth & Income 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 Equity 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-DUFF & PHELPS CORE EQUITY FUND
PHOENIX-OAKHURST GROWTH & INCOME FUND
EACH A SERIES OF
PHOENIX EQUITY SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
1 (800) 243-1574
--------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 30, 2000
--------------------
To the Shareholders:
Phoenix Equity Series Fund, a Massachusetts business trust (the "Trust"),
will hold a special meeting of shareholders of Phoenix-Duff & Phelps Core Equity
Fund and Phoenix-Oakhurst Growth & Income Fund (collectively, the "Funds," and
each individually, a "Fund") at the offices of the Trust, 101 Munson Street,
Greenfield, Massachusetts 01301 on November 30, 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 restrictions of each Fund regarding
diversification.
3. To amend the fundamental investment restriction of each Fund regarding
concentration.
4. To amend the fundamental investment restriction of each Fund regarding
borrowing.
5. To amend the fundamental investment restriction of each Fund regarding
the issuance of senior securities.
6. To amend the fundamental investment restriction of each Fund regarding
underwriting.
7. To amend the fundamental investment restriction of each Fund regarding
investing in real estate.
8. To adopt a fundamental investment restriction for each Fund regarding
investing in commodities.
9. To amend the fundamental investment restriction of each Fund regarding
lending.
10. To eliminate the fundamental investment restriction of each Fund
regarding the purchase of securities of unseasoned issuers.
11. To eliminate the fundamental investment restriction of each Fund
regarding the purchase of warrants.
12. To eliminate the fundamental investment restriction of each Fund
regarding short sales.
13. To eliminate the fundamental investment restriction of each Fund
regarding the purchase of securities on margin.
14. To eliminate the fundamental investment restriction of each Fund
regarding officer or trustee ownership of securities.
15. To eliminate the fundamental investment restriction of each Fund
regarding the purchase of securities of other investment companies.
16. To eliminate the fundamental investment restriction of each Fund
regarding the purchase of illiquid securities.
17. To eliminate the fundamental investment restriction of each Fund
regarding investing in oil, gas or other minerals.
18. To consider and act upon any other business as may properly come before
the meeting and any adjournments thereof.
<PAGE>
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 October 2,
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 Equity Series Fund,
G. JEFFREY BOHNE
Secretary
<PAGE>
PHOENIX-DUFF & PHELPS CORE EQUITY FUND
PHOENIX-OAKHURST GROWTH & INCOME FUND
EACH A SERIES OF
PHOENIX EQUITY 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 Equity Series Fund (the "Trust") of proxies
to be used at a meeting of the shareholders of Phoenix-Duff & Phelps Core Equity
Fund and Phoenix-Oakhurst Growth & Income 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 30, 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 October 12, 2000.
VOTING INFORMATION
Shareholders of record of the Funds at the close of business on October 2,
2000 will be entitled to vote at the meeting or at any adjournments thereof. As
of the record date, there were issued and outstanding 2,708,123.642 shares of
Phoenix-Duff & Phelps Core Equity Fund and 32,974,616.941 shares of
Phoenix-Oakhurst Growth & Income 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
<PAGE>
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers 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 $6,000, 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
<PAGE>
SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of September 27, 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>
<CAPTION>
PERCENTAGE
NAME OF SHAREHOLDER PORTFOLIO AND CLASS OF THE CLASS NUMBER OF SHARES
------------------- ------------------- ------------ ----------------
<S> <C> <C> <C>
Bank of New York Cust Annuity Fund Core Equity Fund Class A 8.13% 172,138.364
of Local One Iatse Amivest Corp.
Discretionary Investment MGR
Attn. P. Grandinetti
1 Wall Street, 25th Fl.
New York, NY 10005-2500
Phoenix Home Life Core Equity Fund Class A 64.95% 1,375,976.530
Attn. Pam Levesque
1 American Row
Hartford, CT 06103
MLPF&S Core Equity Fund Class B 55.69% 262,064.523
For the Sole Benefit of its Customers Core Equity Fund Class C 59.38% 73,210.623
Attn: Fund Administration Growth & Income Fund Class B 15.14% 1,358,680.719
4800 Deer Lake Drive East, 3rd FL Growth & Income Fund Class C 17.08% 1,108,021.329
Jacksonville, FL 32246-6484
NFSC Core Equity Fund Class C 5.61% 6,913.320
NFSC/FMTC IRA Rollover
FBO Joanne H. Miller
165 Lundy Lane
San Francisco, CA 94110-5128
First Clearing Corporation Core Equity Fund Class C 6.92% 8,534.446
Amin Ary-Neto & Valerie Miller Ary
1050 Hillsboro Mile No. 204W
Hillsboro Beach, FL 33062-2133
Donaldson Lufkin Jenrette Core Equity Fund Class C 12.21% 15,054.436
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
</TABLE>
On September 27, 2000, the Trustees and officers as a group owned
beneficially less than one percent of the outstanding shares of any class of
either of the Funds.
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.
3
<PAGE>
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, including Duff & Phelps Investment Management Co. ("Duff & Phelps"),
(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
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 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
Friday 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 December 15, 2000.
4
<PAGE>
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 with respect to the Phoenix-Duff & Phelps Core Equity Fund, approve an
investment management agreement with Duff & Phelps;
o with respect to the Phoenix-Oakhurst Growth & Income Fund, approve an
investment management agreement with Phoenix; 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, the current adviser of Phoenix-Oakhurst Growth & Income Fund, will
continue to serve as investment adviser to Phoenix-Oakhurst Growth & Income Fund
following the reorganization. Duff & Phelps, the current adviser of the
Phoenix-Duff & Phelps Core Equity Fund, will continue to serve as investment
adviser to the Phoenix-Duff & Phelps Core Equity Fund 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 Duff & Phelps or Phoenix, respectively, that is substantially
identical to the current agreement. The rate of advisory fees payable to the
advisers under the new investment advisory agreements with respect to each New
Fund will be the same as under the current agreements.
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.
Duff & Phelps acts as the investment adviser to seven other mutual funds
and as adviser to institutional clients. As of December 31, 1999, Duff & Phelps
had approximately $14.7 billion in assets under management.
All of the outstanding stock of Phoenix is owned by Phoenix Equity Planning
Corporation ("Equity Planning" or "Distributor"), a subsidiary of Phoenix
Investment Partners, Ltd. ("PXP"). Duff & Phelps is a subsidiary of PXP. PXP is
a New York Stock Exchange traded company that provides investment management and
related services to institutional investors, corporations and individuals
through operating subsidiaries. Phoenix Home Life Mutual Insurance Company of
Hartford, Connecticut is a majority shareholder of PXP.
As compensation for its services to the Phoenix-Duff & Phelps Core Equity
Fund, Duff & Phelps receives a fee from the Fund, which is accrued daily against
the value of the Fund's net assets, equal to 0.75% of the Fund's daily net
assets up to $1 billion, 0.70% of the Fund's daily net assets from $1 billion to
$2 billion and 0.65% of the Fund's daily net assets in excess of $2 billion.
The current advisory agreement with Duff & Phelps 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 (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 Act.
As compensation for its services to the Phoenix-Oakhurst Growth & Income
Fund, Phoenix receives a fee from the Fund, which is accrued daily against the
value of the Fund's net assets, equal to 0.75% of the Fund's average daily net
assets up to $1 billion, 0.70% of the Fund's average daily net assets from $1
billion to $2 billion and 0.65% of the Fund's average daily net assets in excess
of $2 billion.
The current advisory agreement with Phoenix 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 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
5
<PAGE>
independent accountants. State Street Bank and Trust Company will continue to
serve as custodian of each New Fund's assets following the reorganization.
Equity Planning will continue to serve as transfer agent following the
reorganization.
FISCAL YEAR
Each of the Funds currently operates on a fiscal year ending August 31.
Following the reorganization, the New Funds will also operate on a fiscal year
ending August 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 2-17.
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
6
<PAGE>
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.
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, Class B and Class C
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
1997. The Trust is currently governed by a Declaration of Trust dated May 30,
1997, 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.
7
<PAGE>
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 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
8
<PAGE>
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.
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>
---------------------------------------------------------------------------------------------------------------------------
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).
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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 (1999-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).
---------------------------------------------------------------------------------------------------------------------------
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.
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
*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).
---------------------------------------------------------------------------------------------------------------------------
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).
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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).
---------------------------------------------------------------------------------------------------------------------------
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).
---------------------------------------------------------------------------------------------------------------------------
John F. Sharry (47) Executive Vice President, Retail Division (1999-present), Executive Vice
President President, Retail Division (1997-1999), Phoenix Investment
Partners, Ltd. Managing Director, Retail Distribution, Phoenix
Equity Planning Corporation (1995-Present). Executive Vice
President, Phoenix Funds and Phoenix-Aberdeen Series Funds
(1998-present). Managing Director, Director and National Sales
Manager, Putnam Mutual Funds (until 1995).
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Steven L. Colton (40) Vice President Managing Director, Value Equities, Phoenix Investment Counsel,
Inc. (1997-present). Vice President, Phoenix Series Fund
(1997-present). Vice President and Senior Portfolio Manager,
American Century Investment Management (1987-1997). Portfolio
Manager, American Century/Benham Income and Growth Fund
(1990-1997) and American Century/Benham Equity Growth Fund
(1991-1996) and American Century/Benham Utilities Income Fund
(1993-1997).
---------------------------------------------------------------------------------------------------------------------------
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).
---------------------------------------------------------------------------------------------------------------------------
Diane L. Mustain (39) Vice President Executive Vice President (1996-present). Senior Vice President
(1995-1996) and Vice President (1993-1995). Duff & Phelps
Investment Management Co.
---------------------------------------------------------------------------------------------------------------------------
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 August 31,
2000, the Trustees received aggregate remuneration of $33,343. 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 August 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 August 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
August 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.
For the Trust's last fiscal year, the Trustees received the following
compensation:
14
<PAGE>
<TABLE>
<CAPTION>
PENSION OR ESTIMATED TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ANNUAL BENEFITS FROM TRUST AND TRUST
COMPENSATION ACCRUED AS PART OF UPON COMPLEX (31 FUNDS)
NAME FROM TRUST TRUST EXPENSES RETIREMENT PAID TO TRUSTEES
---- ---------- -------------- ---------- ----------------
<S> <C> <C> <C> <C>
Robert Chesek $3,313 $56,250
E. Virgil Conway(1) $3,255 $58,000
Harry Dalzell-Payne(1) $3,788 $74,250
Francis E. Jeffries $3,250* None for any None for any $55,000
Leroy Keith, Jr. $3,313 Trustee Trustee $56,250
Philip R. McLoughlin(1) $ 0 $ 0
Everett L. Morris(1) $3,325* $53,000
James M. Oates(1) $3,550 $60,500
Herbert Roth, Jr.(1) $1,750 $28,750
Richard E. Segerson $3,900* $66,000
Lowell Weicker, Jr. $3,900 $65,250
</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 2-17)
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, the Funds do
not presently anticipate that the use of different investment restrictions
resulting from amending or eliminating each of the current fundamental
investment restrictions or adopting a new fundamental investment restriction 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 2-17 below.
PROPOSAL 2
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS 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 restrictions regarding
diversification. The current fundamental investment restrictions regarding
diversification applicable to each Fund provide that:
"The Funds may not with respect to 75% of their total assets, purchase
the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities)
if, as a result, more than 5% of its total assets would be invested in
securities of that issuer."
"The Funds may not purchase the securities of any one issuer if
immediately after such purchase a Fund would hold more than 10% of the
outstanding voting securities of that issuer."
15
<PAGE>
If Proposal 2 is approved, these restrictions 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 10% limitation on ownership of the outstanding voting securities of any
issuer in the current diversification restrictions applies to all of a Fund's
assets. The 10% limitation on ownership of the outstanding voting securities of
any issuer in the proposed restriction 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 10% limitation on ownership of
the outstanding voting securities of any issuer. For this reason, 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 the securities of any one issuer if, immediately after such
purchase, 25% or more of a Fund's total assets would be invested in the
securities of issuers having their principal business activities in the
same 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)."
Phoenix believes that the proposed fundamental investment restriction is
substantially similar to the 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 an amendment to the 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 from a bank as a temporary measure to satisfy
redemption requests or for extraordinary or emergency purposes and then
only in an amount not exceeding 33-1/3% of the market value of a Fund's
total assets, so that immediately after any such borrowing asset
coverage of at least 300% for all such borrowings exists. To secure any
such borrowing, the Funds may not mortgage, pledge, or hypothecate in
excess of 33-1/3%
16
<PAGE>
of the value of their total assets. The Funds will not purchase any
security while borrowings representing more than 5% of their total
assets are outstanding."
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."
Under the current restriction, the Funds may not borrow money except as a
temporary measure to facilitate share redemption or for extraordinary or
emergency purposes. The proposed restriction gives each Fund additional
flexibility to borrow money in that each Fund may leverage up to one-third of
its total asset value for any purpose, and up to an additional 5% for temporary
purposes. In addition, the current restriction prohibits the purchase of any
security by a Fund while outstanding borrowings exceed 5% of total assets. The
proposed restriction does not contain a similar limitation. 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
cost may exceed the gain on investments made with borrowed funds. The proposed
borrowing restriction is based upon the limitations currently imposed on mutual
funds by the 1940 Act. The proposed restriction contains no limitation on the
Funds' ability to pledge their assets.
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 or sell any class of senior security as defined in the
Investment Company Act of 1940 except for notes or other evidences of
indebtedness permitted under [the investment restriction regarding
borrowing] and except to the extent that notes evidencing temporary
borrowings or the purchase of securities on a when-issued or delayed
delivery basis might be deemed such."
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."
Each Fund is currently not permitted to issue senior securities, except to
the extent permitted by its investment restrictions regarding borrowing and
except for purchases of securities on a when-issued or a delayed delivery basis.
Under the proposed restriction, the Funds 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 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.
17
<PAGE>
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 an underwriter of securities issued by others."
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."
Phoenix believes there is no substantive change involved in this proposal.
The proposed investment restriction clarifies that a Fund would not violate the
restriction if it was deemed an underwriter as a result of the sale of its
portfolio securities under the Securities Act of 1933 or any other applicable
law.
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:
"Purchase real estate, real estate mortgage loans, interests in real
estate limited partnerships...provided that this limitation shall not
prohibit (i) the purchase of U.S. Government securities and other debt
securities secured by real estate or interests therein; (ii) the
purchase of marketable securities issued by companies or investment
trusts that deal in real estate or interests therein."
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, real estate mortgage loans or real estate limited partnerships, except
for the purchase of debt securities that are secured by real estate or real
estate interests or the purchase of marketable securities of issuers that deal
in real estate interests. The proposed restriction would permit the Funds to
invest in any securities secured by real estate or interests therein and to
invest in securities of issuers that invest in real estate, including real
estate limited partnerships, regardless of whether those securities are
marketable. 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. In addition, the proposed restriction would 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 Phoenix believes this possibility is remote, this change
would provide useful flexibility should such an event occur.
18
<PAGE>
PROPOSAL 8
TO ADOPT A FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN COMMODITIES
The Board of Trustees has proposed that the shareholders of each Fund adopt
a fundamental investment restriction regarding investing in commodities. Neither
of the Funds currently has a fundamental investment restriction regarding
investing in commodities.
If Proposal 8 is approved, the following fundamental investment restriction
will be adopted:
"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 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 loans to others, except for the lending of portfolio securities
pursuant to guidelines established by the Board of Trustees or in
connection with purchase of debt securities in accordance with a Fund's
investment objective and policies."
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."
Under the current restriction on lending, each Fund is prohibited from
lending money, except in connection with the purchase of debt securities in
accordance with the Fund's investment objective and policies. The proposed
lending restriction offers greater flexibility in that the Fund is specifically
permitted to engage in a broader scope of lending activities. The current
restriction permits a Fund to lend its securities pursuant to guidelines
established by the Board of Trustees. The proposed restriction contains no
similar limitation. 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. 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 Fund. The proposed lending restriction would
also permit each Fund to participate in an interfund lending
19
<PAGE>
program with other registered investment companies. The current restriction
does not allow for interfund lending. Phoenix does not currently intend to
establish an interfund lending program.
PROPOSAL 10
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF SECURITIES OF UNSEASONED ISSUERS
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 unseasoned issuers. The current fundamental investment
restriction applicable to each Fund provides that the Fund may not:
"Invest in securities of an issuer which, together with any
predecessor, has been in operation for less than three years if, as a
result, more than 5% of the total assets of a Fund would then be
invested in such securities."
If Proposal 10 is approved, this restriction will be eliminated. Phoenix
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 11
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF WARRANTS
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding the
purchase of warrants. The current fundamental investment restriction applicable
to each Fund provides that the Fund may not:
"Purchase warrants, valued at the lower of cost or market, in excess of
5% of the value of a Fund's net assets. Included within that amount,
but not to exceed 2% of the value of a Fund's net assets, may be
warrants which are not listed on the New York or American Stock
Exchanges. Warrants acquired by the Funds at any time in units or
attached to securities are not subject to this restriction."
If Proposal 11 is approved, this restriction will be eliminated. Phoenix
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 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:
"Engage in any short-selling operations (except by selling futures
contracts)."
If Proposal 12 is approved, this restriction will be eliminated. Phoenix
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.
20
<PAGE>
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 the
purchase of securities on margin. The current fundamental investment restriction
applicable to each Fund provides that the Fund may not:
"Purchase securities on margin, except for such short-term credits as
may be necessary for the clearance of transactions, provided that the
Funds may make initial and variation margin payments in connection with
purchase or sales of futures contracts or options on futures
contracts."
If Proposal 13 is approved, this restriction will be eliminated. Phoenix
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, to the knowledge of
the Funds' management, those officers and Trustees of the Funds and of
its adviser, who each own beneficially more than 0.50% of the
outstanding securities of such issuer, together own beneficially more
than 5% of such securities."
If Proposal 14 is approved, this restriction will be eliminated. Phoenix
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 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:
"Except in connection with a merger, consolidation, acquisition, or
reorganization, invest in the securities of other investment companies,
including investment companies advised by the Adviser, or any
affiliates, if, immediately after such purchase or acquisition, more
than 10% of the value of a Fund's total assets would be invested in
such securities in the aggregate, or more than 5% in any one such
security."
If Proposal 15 is approved, this restriction will be eliminated. Phoenix
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 Funds would
remain subject to limitations on investments in other registered investment
companies imposed on all mutual funds under the 1940 Act. Fund assets invested
in other investment companies will incur fees and other expenses similar to the
investment management, custodial and other fees that each Fund charges. To the
extent a Fund invests in other investment companies, shareholders would in
effect incur a second layer of fees and other expenses in connection with these
investments.
21
<PAGE>
PROPOSAL 16
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:
"Invest in securities which are not readily marketable or the
disposition of which is restricted under federal securities laws
(collectively "illiquid securities") if, as a result, more than 5% of a
Fund's net assets would be invested in illiquid securities."
If Proposal 16 is approved, this restriction will be eliminated. If the
current restriction is eliminated, the Funds' 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. Phoenix 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. Illiquid securities may have a lower value than comparable securities
that have active markets for resale, and they can lose their value more quickly
under unfavorable conditions. To the extent a Fund has a greater percentage of
its portfolio in illiquid securities it will be subject to increased risk of
this kind. Phoenix does not at this time expect any material impact on the
Fund's investment techniques as a result of this change.
PROPOSAL 17
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN OIL, GAS OR OTHER MINERALS
The Board of Trustees has proposed that the shareholders of each Fund
approve the eliminate of the fundamental investment restriction regarding
investing in oil, gas or other minerals. The current fundamental investment
restriction applicable to each Fund provides that the Fund may not:
"Purchase...interests in oil, gas or mineral exploration or development
programs or leases, provided that this limitation shall not
prohibit...purchase of marketable securities issued by companies or
other entities or investment vehicles that engage in businesses
relating to the development, exploration, mining, processing or
distributing of oil, gas, or minerals."
If Proposal 17 is approved, this restriction will be eliminated. Phoenix
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.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT
SHAREHOLDERS APPROVE PROPOSALS 2-17
INVESTMENT ADVISERS, UNDERWRITER AND FINANCIAL AGENT
Duff & Phelps Investment Management Co., 55 East Monroe Street, Suite 3600,
Chicago, Illinois 60603 is the investment adviser to the Phoenix-Duff & Phelps
Core Equity Fund. Phoenix Investment Counsel, Inc., 56 Prospect Street,
Hartford, Connecticut 06115-0480 is the investment adviser to the
Phoenix-Oakhurst Growth & Income Fund.
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).
22
<PAGE>
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.
23
<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 Equity Series Fund, a
Massachusetts business trust (the "Predecessor Trust"), on behalf of the
Phoenix-Duff & Phelps Core Equity Fund and Phoenix-Oakhurst Growth & Income Fund
series (collectively, the "Predecessor Funds" and each individually, a
"Predecessor Fund"), and Phoenix Oakhurst Growth & Income Series Fund, a
Delaware business trust (the "Successor Trust"), on behalf of the Phoenix-Duff &
Phelps Core Equity Fund and Phoenix-Oakhurst Growth & Income 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
<PAGE>
Investment Management Agreement between the Trust, on behalf of the Successor
Fund known as Phoenix-Duff & Phelps Core Equity Fund and Duff & Phelps
Investment Management Co., (iii) approve an Investment Management Agreement
between the Trust, on behalf of the Successor Fund known as Phoenix-Oakhurst
Growth & Income Fund, and Phoenix Investment Counsel, Inc., and (iv) 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;
A-2
<PAGE>
(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;
(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:
A-3
<PAGE>
(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 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.
A-4
<PAGE>
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.
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-Duff & Phelps Core Equity Fund and
Phoenix-Oakhurst Growth & Income 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-Duff & Phelps Core Equity Fund and
Phoenix-Oakhurst Growth & Income 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.
A-5
<PAGE>
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.
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 EQUITY SERIES FUND
a Massachusetts business trust
By:
------------------------------------------------- -----------------------------------------------------
Name: Name:
Title: Title:
ATTEST PHOENIX EQUITY SERIES FUND
a Delaware business trust
By:
------------------------------------------------- -----------------------------------------------------
Name: Name:
Title: Title:
</TABLE>
A-6
<PAGE>
PHOENIX EQUITY SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-DUFF & PHELPS CORE EQUITY FUND
PROXY
The undersigned shareholder of Phoenix-Duff & Phelps Core Equity Fund
(the "Fund"), a series of Phoenix Equity 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 30, 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 Equity Series Fund as [ ] [ ] [ ]
a Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING SIXTEEN PROPOSALS FOR AGAINST ABSTAIN ON
COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT PROPOSALS PROPOSALS PROPOSALS
RESTRICTIONS OF THE FUND, VOTE HERE: 2-17 2-17 2-17
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING SIXTEEN PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restrictions 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 adopt a 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
the purchase of securities of unseasoned issuers. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
11. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of warrants. [ ] [ ] [ ]
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 illiquid securities. [ ] [ ] [ ]
17. To eliminate the fundamental investment restriction regarding For Against Abstain
investments in oil, gas or other minerals. [ ] [ ] [ ]
</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 EQUITY SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-OAKHURST GROWTH & INCOME FUND
PROXY
The undersigned shareholder of Phoenix-Oakhurst Growth & Income Fund
(the "Fund"), a series of Phoenix Equity 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 30, 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 Equity Series Fund as [ ] [ ] [ ]
a Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING SIXTEEN PROPOSALS FOR AGAINST ABSTAIN ON
COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT PROPOSALS PROPOSALS PROPOSALS
RESTRICTIONS OF THE FUND, VOTE HERE: 2-17 2-17 2-17
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING SIXTEEN PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restrictions 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 adopt a 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
the purchase of securities of unseasoned issuers. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of warrants. [ ] [ ] [ ]
</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 illiquid securities. [ ] [ ] [ ]
17. To eliminate the fundamental investment restriction regarding For Against Abstain
investments in oil, gas or other minerals. [ ] [ ] [ ]
</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
