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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
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)
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:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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PHOENIX EQUITY SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
---------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
10:00 A.M. (EASTERN TIME), TUESDAY,
MAY 16, 2000
---------------------
To the Shareholders:
A Special Meeting of Shareholders of Phoenix Equity Series Fund (the
"Trust") will be held in the offices of the Trust, 101 Munson Street,
Greenfield, Massachusetts 01301, on Tuesday, May 16, 2000 at 10:00 a.m. (eastern
time) for the following purposes:
FOR CONSIDERATION BY CLASS B SHAREHOLDERS ONLY:
(1) Approval of a new Rule 12b-1 Distribution Plan for Class B Shares, in
the form attached to this Proxy Statement as Exhibit A;
FOR CONSIDERATION BY CLASS C SHAREHOLDERS ONLY:
(2) Approval of a new Rule 12b-1 Distribution Plan for Class C Shares, in
the form attached to this Proxy Statement as Exhibit B; and
(3) To consider and act upon such other matters as may properly come before
the meeting or any adjournment thereof.
These proposals are discussed in detail in the attached Proxy Statement.
The Board of Trustees has fixed March 20, 2000 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
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 BostonEquiserve, the Trust's proxy
tabulator, at 1-877-779-8683 and following the 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
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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,
G. JEFFREY BOHNE,
Secretary
Greenfield, Massachusetts
March 27, 2000
<PAGE>
PHOENIX EQUITY SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
---------------------
PROXY STATEMENT
A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2000
---------------------
The enclosed proxy is solicited by the Board of Trustees of Phoenix Equity
Series Fund (the "Trust") for use at the Special Meeting of Shareholders to be
held on Tuesday, May 16, 2000, and at any adjournment thereof. The Trust
currently comprises two series, Phoenix-Duff & Phelps Core Equity Fund and
Phoenix-Oakhurst Growth & Income Fund. Shareholders of record at the close of
business on March 20, 2000 of Class B Shares and Class C Shares of Phoenix
Equity Series Fund ("Shareholders") are entitled to notice of and to vote at the
Special Meeting and any adjourned session. On that date there were issued and
outstanding 530,962.854 Class B and 161,821.302 Class C shares of Phoenix-Duff &
Phelps Core Equity Fund and 8,441,532.592 Class B and 5,700,811.091 Class C
shares of Phoenix-Oakhurst Growth & Income Fund, par value $1 per share, (the
"Shares"). Each Shareholder will be entitled to one vote for each full Share
(and a fractional vote corresponding to any fractional Share) registered in his
or her name on the Trust's books on the record date.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about March 27, 2000.
Only those Shares indicated below will vote on each Proposal.
- ------------------ -----------------------------------------------------------
PROPOSAL SHARES VOTED
- ------------------ -----------------------------------------------------------
1 Class B Shares, voted by series
- ------------------ -----------------------------------------------------------
2 Class C Shares, voted by series
- ------------------ -----------------------------------------------------------
3 All Class B and Class C Shares
- ------------------ -----------------------------------------------------------
All Shares will be voted in accordance with the specifications on duly
executed proxies for such Shares. If a duly executed proxy does not specify a
choice between approval or disapproval of or abstention with respect to any
proposal, the Shares represented by the proxy will be voted in favor of the
proposal. Any Shareholder executing a proxy has the power to revoke it at any
time before it is exercised by executing and submitting to the Trust a later-
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dated proxy or written notice of revocation or by attending the meeting and
voting in person.
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 a proxy
solicitation firm 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 Trust for their reasonable
expenses in sending proxy material to beneficial owners of Trust shares. D. F.
King & Co., Inc., a proxy solicitation firm, has been engaged by the Trust to
act as solicitor and will receive fees estimated at $5,000, plus reimbursement
of out-of-pocket expenses. The cost of solicitation of proxies will be borne by
Phoenix Equity Planning Corporation, the Trust's distributor.
In the event that sufficient votes in favor of any of the items set forth in
the attached Notice of the meeting are not received by the time scheduled for
the meeting, the persons named as proxies may propose one or more adjournments
of the meeting for a period or periods of not more than sixty days in the
aggregate to permit further solicitation of proxies with respect to any such
matters. Any such adjournment will require the affirmative vote of a majority of
the votes cast on the question in person or by proxy at the session of the
meeting to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of such
proposals. They will vote against such adjournment those proxies required to be
voted against any such proposal.
The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Trust or any series or class is required to constitute
a quorum for transacting business at the meeting. If a Shareholder abstains from
voting as to any matter, then the Shares held by such Shareholder shall be
deemed present at the meeting for purposes of determining a quorum, but shall
not be deemed to have been voted for or against such matter. If a broker returns
a "non-vote" proxy, indicating a lack of authority to vote on such matter, then
the Shares covered by such non-vote proxy shall be deemed present at the meeting
for the purpose of determining a quorum, but shall not be deemed to have been
voted for or against such matter and will have the effect of a negative vote on
such matter.
As used in this Proxy Statement, the term "interested person" has the
meaning provided therefore in the Investment Company Act of 1940 (the "1940
Act").
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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) 243-4361.
SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 14, 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 Class B or Class C Shares of any series of the
Trust:
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER FUND AND CLASS PERCENTAGE OF CLASS NUMBER OF SHARES
- ------------------- -------------- ------------------- ----------------
<S> <C> <C> <C>
MLPF&S for the Sole Core Equity Fund
Benefit of its Customers Class B 62.74% 361,049.3580
ATTN Fund Administration Class C 66.87% 109,650.5930
4800 Deer Lake Dr. E 3rd Fl. Growth &
Jacksonville, FL 32246-6484 Income Fund
Class B 16.05% 1,359,281.6100
Class C 16.17% 917,117.0720
Donaldson Lufkin Jenrette Core Equity Fund
Securities Coporation Inc. Class C 9.18% 15,054.4360
P.O. Box 2052
Jersey City, NJ 07303-2052
First Clearing Corporation Core Equity Fund
Amin Ary-Neto & Class C 5.20% 8,534.4460
Valerie Miller Ary
1050 Hillsboro Mile No. #204W
Hillsboro Beach, FL 33062-2133
</TABLE>
On March 14, 2000, the Trustees and officers as a group owned beneficially
less than one percent of the Trust's outstanding Class B and Class C Shares.
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PROPOSAL 1
APPROVAL OF A NEW RULE 12B-1
DISTRIBUTION PLAN FOR CLASS B SHARES
(TO BE VOTED UPON ONLY BY SHAREHOLDERS
OF CLASS B SHARES)
On November 17, 1999, the Trust's Board of Trustees approved the adoption of
a new Distribution Plan under Rule 12b-1 of the 1940 Act for Class B shares of
the Trust (the "Proposed Class B Plan") subject to obtaining the approval of
Class B shareholders of each series of the Trust. The purpose of the Proposed
Class B Plan is to compensate and defray costs and expenses of Phoenix Equity
Planning Corporation ("PEPCO"), the Trust's principal distributor, for
distribution services related to selling Class B shares of the Trust, including
payments to broker/dealers and other financial institutions for services
rendered in connection with the sale and distribution of such shares
("Distribution Activities"), and to compensate and defray costs and expenses of
PEPCO for Class B shareholder account servicing, assistance and maintenance
("Service Fees"). The Board of Trustees recommends approval of the Proposed
Class B Plan.
The Board of Trustees previously adopted a plan of distribution for the
Trust's Class B shares (the "Existing Class B Plan"), which was approved by
shareholders on September 25, 1997 and last approved by the Board of Trustees on
November 17, 1999. On that date, the Board also approved an amendment to the
Existing Class B Plan to permit free exchangeability of Class B shares among
other funds distributed by PEPCO and managed by an affiliated investment
adviser. Shareholders are being asked to approve the Proposed Class B Plan to
effect a change from a reimbursement type plan to a compensation type plan. The
Proposed Class B Plan does not change the maximum annual fee that may be paid to
PEPCO under the Existing Class B Plan, although the possibility exists that
expenses incurred by PEPCO and for which it is entitled to be reimbursed under
the Existing Class B Plan could be less than the fee PEPCO will receive under
the Proposed Class B Plan. The change to a compensation type plan is proposed to
bring the Trust in line with industry practice. Moreover, a compensation plan is
significantly more efficient to administer.
THE EXISTING CLASS B PLAN
Under the Existing Class B Plan, the Trust pays PEPCO a Service Fee at the
annual rate of .25% of the average daily net assets of each class of shares and
reimburses PEPCO for expenses incurred for Distribution Activities at an annual
rate of up to .75% of the average daily net assets of Class B Shares.
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Amounts reimbursable under the Existing Class B Plan that are not paid because
they exceed the maximum fee payable thereunder are carried forward and may be
recovered in future years by PEPCO from asset-based sales charges imposed on
Class B shares, to the extent that such charges do not exceed .75 of 1% per
annum of the average daily net assets of the Class B shares, and from contingent
deferred sales charges received from certain redeeming shareholders, subject to
the limitation of Rule 2830 of the NASD Conduct Rules (the "NASD Rules"). The
NASD Rules place an annual limit of .25 of 1% on fees that may be imposed for
the provision of personal service and/or the maintenance of shareholder accounts
(service fees) and an annual limit of .75 of 1% on asset-based sales charges (as
defined in the NASD Rules). Pursuant to the NASD Rules, the aggregate deferred
sales charges and asset-based sales charges on Class B shares of the Trust may
not, subject to certain exclusions, exceed 6.25% of total gross sales of Class B
shares.
The Existing Class B Plan may not be amended to increase materially the
amount to be spent for the services described therein without approval by a
majority of the holders of the Class B shares of the Trust. In addition, all
material amendments thereof must be approved by vote of a majority of the
Trustees, including a majority of those Trustees who are not interested persons
("Rule 12b-1 Trustees"), cast in person at a meeting called for the purpose of
voting on the plan. So long as the Existing Class B Plan is in effect, the
selection and nomination of the Rule 12b-1 Trustees will be committed to the
discretion of the Rule 12b-1 Trustees. The Existing Class B Plan may be
terminated at any time by the vote of a majority of the Rule 12b-1 Trustees or
by the vote of a majority of the outstanding Class B shares of the Trust (as
defined in the 1940 Act).
THE PROPOSED CLASS B PLAN
Both the Existing Class B Plan and the Proposed Class B Plan require the
Trust to pay PEPCO a Service Fee of .25 of 1% per annum of the average daily net
assets of the Class B shares. However, the Proposed Class B Plan differs from
the Existing Class B Plan in several respects; most importantly, it is a
compensation type plan. Under the Existing Class B Plan, the Trust reimburses
PEPCO for expenses actually incurred for Distribution Activities, up to a
maximum of .75 of 1% per annum of the average daily net assets of the Class B
shares. The Proposed Class B Plan authorizes the Trust to pay PEPCO the same
maximum annual fee for Distribution Activities as compensation for its
Distribution Activities, regardless of the expenses incurred by PEPCO for its
Distribution Activities. Consequently, if PEPCO's expenses are less than its
distribution and service fees, it will retain its full fees and realize a
profit. However, if PEPCO's expenses exceed the distribution and service fees
received under the Proposed Class B Plan, it will no longer carry forward such
5
<PAGE>
amounts for reimbursement in future years. Since inception of the Existing Class
B Plan, the cumulative reimbursable expenses incurred thereunder by PEPCO have
exceeded the amounts reimbursed by the Trust. As of August 31, 1999, the
aggregate amount of distribution expenses incurred and not yet reimbursed by the
Trust or recovered through contingent deferred sales charges was approximately
$3,901,727. The Trust does not have to pay PEPCO for the amount of unreimbursed
expenses remaining at such time as the Existing Class B Plan is terminated or
otherwise discontinued. For the fiscal year ended August 31, 1999, PEPCO
received $824,093 from the Trust under the Existing Class B Plan, representing a
total of 1% of the average daily net assets of the Class B shares. Since the
maximum annual fee under the Existing Class B Plan is the same as under the
Proposed Class B Plan, PEPCO would have received the same annual fee under the
Proposed Class B Plan as it did under the Existing Class B Plan for the same
period.
One of the reasons it is appropriate to adopt the Proposed Class B Plan is
that compensation type plans are far more common in the marketplace than
reimbursement plans. According to an Abstract of Industry Data Regarding
Distribution Plans presented by Trust management, approximately 93% of the 12b-1
plans reviewed (representing about 91% of the total universe of mutual funds)
have compensation plans. Another significant benefit of compensation type plans,
such as the Proposed Class B Plan, over a reimbursement type plan, such as the
Existing Class B Plan, is the facilitation of administration and accounting.
Under reimbursement plans, all expenses must be specifically accounted for by
the distributor and attributed to the specific class of shares of a fund in
order to qualify for reimbursement. Although the Proposed Class B Plan will
continue to require quarterly reporting to the Board of Trustees of the amounts
accrued and paid under the Plan and of the expenses actually borne by the
distributor, there will be no need to match specific expenses to reimbursements
and no carrying forward of such amounts, as under the Existing Class B Plan.
Thus, the accounting for the Proposed Class B Plan would be simplified and the
timing of when expenditures are to be made by the distributor would not be an
issue. Currently, because the Existing Class B Plan is a reimbursement plan, the
Distributor devotes significant internal resources to properly determine those
expenses allocable to the Trust's Class B shares for reimbursement, the cost of
which is borne by the Trust and other funds for which PEPCO serves as
distributor. These considerations, combined with the fact that the cumulative
expenses incurred by PEPCO for Distribution Activities have exceeded the amounts
reimbursed by the Trust under the Existing Class B Plan, suggest that the costs
and efforts associated with a reimbursement plan are unwarranted.
6
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In considering whether to approve the Proposed Class B Plan, the Trustees
reviewed, among other things, the nature and scope of the services to be
provided by PEPCO, the amount of expenditures under the Existing Class B Plan,
including unreimbursed expenses from prior years, and comparative data with
respect to distribution arrangements adopted by other investment companies.
Based upon such review, the Trustees, including a majority of the 12b-1
Trustees, determined that there is a reasonable likelihood that the Proposed
Class B Plan will benefit the Trust, each of its series and its Class B
shareholders.
If approved by Class B shareholders, the Proposed Class B Plan will continue
in effect from year to year, provided such continuance is approved at least
annually by a vote of a majority of the Board of Trustees, including a majority
of the Rule 12b-1 Trustees.
VOTING REQUIREMENTS
The Trustees recommend that the shareholders approve the proposed Class B
Rule 12b-1 Distribution Plan. Approval of the Proposed Class B Plan is to be
determined by the vote of a majority of the outstanding Class B shares of each
series of the Trust. A majority is constituted by the lessor of: (a) 67% or more
of the voting securities of each series and class present at such meeting, if
the holders of more than 50% of the outstanding voting securities of such series
and class are present or represented by proxy; or (b) more than 50% of the
outstanding voting securities of such series and class. If the Proposed Class B
Plan is not approved, the Existing Class B Plan will continue in its present
form.
THE TRUSTEES RECOMMEND A VOTE "FOR"
THE APPROVAL OF THE PROPOSED CLASS B
RULE 12B-1 DISTRIBUTION PLAN
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<PAGE>
PROPOSAL 2
APPROVAL OF A NEW RULE 12B-1
DISTRIBUTION PLAN FOR CLASS C SHARES
(TO BE VOTED UPON ONLY BY SHAREHOLDERS
OF CLASS C SHARES)
On November 17, 1999, the Trust's Board of Trustees approved the adoption of
a new Distribution Plan under Rule 12b-1 of the 1940 Act for Class C shares of
the Trust (the "Proposed Class C Plan) subject to obtaining the approval of
Class C shareholders of each series of the Trust. The purpose of the Proposed
Class C Plan is to compensate and defray costs and expenses of Phoenix Equity
Planning Corporation ("PEPCO"), the Trust's principal distributor, for
distribution services related to selling Class C shares of the Trust, including
payments to broker/dealers and other financial institutions for services
rendered in connection with the sale and distribution of such shares
("Distribution Activities"), and to compensate and defray costs and expenses of
PEPCO for Class C shareholder account servicing, assistance and maintenance
("Service Fees"). The Board of Trustees recommends approval of the Proposed
Class C Plan.
The Board of Trustees previously adopted a plan of distribution for the
Trust's Class C shares (the "Existing Class C Plan"), which was approved by
shareholders on September 25, 1997 and last approved by the Board of Trustees on
November 17, 1999. Shareholders are being asked to approve the Proposed Class C
Plan to effect a change from a reimbursement type plan to a compensation type
plan. The Proposed Class C Plan does not change the maximum annual fee that may
be paid to PEPCO under the Existing Class C Plan, although the possibility
exists that expenses incurred by PEPCO and for which it is entitled to be
reimbursed under the Existing Class C Plan could be less than the fee PEPCO will
receive under the Proposed Class C Plan. The change to a compensation type plan
is proposed to bring the Trust in line with industry practice. Moreover, a
compensation plan is significantly more efficient to administer.
THE EXISTING CLASS C PLAN
Under the Existing Class C Plan, the Trust pays PEPCO a Service Fee at the
annual rate of .25% of the average daily net assets of each class of shares and
reimburses PEPCO for expenses incurred for Distribution Activities at an annual
rate of up to .75% of the average daily net assets of Class C Shares. Amounts
reimbursable under the Existing Class C Plan that are not paid because they
exceed the maximum fee payable thereunder are carried forward and may be
recovered in future years by PEPCO from asset-based sales
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<PAGE>
charges imposed on Class C shares, to the extent that such charges do not exceed
.75 of 1% per annum of the average daily net assets of the Class C shares, and
from contingent deferred sales charges received from certain redeeming
shareholders, subject to the limitation of Rule 2830 of the NASD Conduct Rules
(the "NASD Rules"). The NASD Rules place an annual limit of .25 of 1% on fees
that may be imposed for the provision of personal service and/or the maintenance
of shareholder accounts (service fees) and an annual limit of .75 of 1% on
asset-based sales charges (as defined in the NASD Rules). Pursuant to the NASD
Rules, the aggregate deferred sales charges and asset-based sales charges on
Class C shares of the Trust may not, subject to certain exclusions, exceed 6.25%
of total gross sales of Class C shares.
The Existing Class C Plan may not be amended to increase materially the
amount to be spent for the services described therein without approval by a
majority of the holders of the Class C shares of the Trust. In addition, all
material amendments thereof must be approved by vote of a majority of the
Trustees, including a majority of those Trustees who are not interested persons
("Rule 12b-1 Trustees"), cast in person at a meeting called for the purpose of
voting on the plan. So long as the Existing Class C Plan is in effect, the
selection and nomination of the Rule 12b-1 Trustees will be committed to the
discretion of the Rule 12b-1 Trustees. The Existing Class C Plan may be
terminated at any time by the vote of a majority of the Rule 12b-1 Trustees or
by the vote of a majority of the outstanding Class C shares of the Trust (as
defined in the 1940 Act).
THE PROPOSED CLASS C PLAN
Both the Existing Class C Plan and the Proposed Class C Plan require the
Trust to pay PEPCO a Service Fee of .25 of 1% per annum of the average daily net
assets of the Class C shares. However, the Proposed Class C Plan differs from
the Existing Class C Plan in several respects; most importantly, it is a
compensation type plan. Under the Existing Class C Plan, the Trust reimburses
PEPCO for expenses actually incurred for Distribution Activities, up to a
maximum of .75 of 1% per annum of the average daily net assets of the Class C
shares. The Proposed Class C Plan authorizes the Trust to pay PEPCO the same
maximum annual fee for Distribution Activities as compensation for its
Distribution Activities, regardless of the expenses incurred by PEPCO for its
Distribution Activities. Consequently, if PEPCO's expenses are less than its
distribution and service fees, it will retain its full fees and realize a
profit. However, if PEPCO's expenses exceed the distribution and service fees
received under the Proposed Class C Plan, it will no longer carry forward such
amounts for reimbursement in future years. Since inception of the Existing Class
C Plan, the cumulative reimbursable expenses incurred thereunder by PEPCO have
exceeded the amounts reimbursed by the Trust. As of August 31,
9
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1999, the aggregate amount of distribution expenses incurred and not yet
reimbursed by the Trust or recovered through contingent deferred sales charges
was approximately $1,425,362. The Trust does not have to pay PEPCO for the
amount of unreimbursed expenses remaining at such time as the Existing Class C
Plan is terminated or otherwise discontinued. For the fiscal year ended August
31, 1999, PEPCO received $381,621 from the Trust under the Existing Class C
Plan, representing a total of 1% of the average daily net assets of the Class C
shares. Since the maximum annual fee under the Existing Class C Plan is the same
as under the Proposed Class C Plan, PEPCO would have received the same annual
fee under the Proposed Class C Plan as it did under the Existing Class C Plan
for the same period.
One of the reasons it is appropriate to adopt the Proposed Class C Plan is
that compensation type plans are far more common in the marketplace than
reimbursement plans. According to an Abstract of Industry Data Regarding
Distribution Plans presented by Trust management, approximately 93% of the 12b-1
plans reviewed (representing about 91% of the total universe of mutual funds)
have compensation plans. Another significant benefit of compensation type plans,
such as the Proposed Class C Plan, over a reimbursement type plan, such as the
Existing Class C Plan, is the facilitation of administration and accounting.
Under reimbursement plans, all expenses must be specifically accounted for by
the distributor and attributed to the specific class of shares of a fund in
order to qualify for reimbursement. Although the Proposed Class C Plan will
continue to require quarterly reporting to the Board of Trustees of the amounts
accrued and paid under the Plan and of the expenses actually borne by the
distributor, there will be no need to match specific expenses to reimbursements
and no carrying forward of such amounts, as under the Existing Class C Plan.
Thus, the accounting for the Proposed Class C Plan would be simplified and the
timing of when expenditures are to be made by the distributor would not be an
issue. Currently, because the Existing Class C Plan is a reimbursement plan, the
Distributor devotes significant internal resources to properly determine those
expenses allocable to the Trust's Class C shares for reimbursement, the cost of
which is borne by the Trust and other funds for which PEPCO serves as
distributor. These considerations, combined with the fact that the cumulative
expenses incurred by PEPCO for Distribution Activities have exceeded the amounts
reimbursed by the Trust under the Existing Class C Plan, suggest that the costs
and efforts associated with a reimbursement plan are unwarranted.
In considering whether to approve the Proposed Class C Plan, the Trustees
reviewed, among other things, the nature and scope of the services to be
provided by PEPCO, the amount of expenditures under the Existing Class C Plan,
including unreimbursed expenses from prior years, and comparative data
10
<PAGE>
with respect to distribution arrangements adopted by other investment companies.
Based upon such review, the Trustees, including a majority of the 12b-1
Trustees, determined that there is a reasonable likelihood that the Proposed
Class C Plan will benefit the Trust, each of its series and its Class C
shareholders.
If approved by Class C shareholders, the Proposed Class C Plan will continue
in effect from year to year, provided such continuance is approved at least
annually by a vote of a majority of the Board of Trustees, including a majority
of the Rule 12b-1 Trustees.
VOTING REQUIREMENTS
The Trustees recommend that the shareholders approve the proposed Class C
Rule 12b-1 Distribution Plan. Approval of the Proposed Class C Plan is to be
determined by the vote of a majority of the outstanding Class C shares of each
series of the Trust. A majority is constituted by the lessor of: (a) 67% or more
of the voting securities of each series and class present at such meeting, if
the holders of more than 50% of the outstanding voting securities of such series
and class are present or represented by proxy; or (b) more than 50% of the
outstanding voting securities of such series and class. If the Proposed Class C
Plan is not approved, the Existing Class C Plan will continue in its present
form.
THE TRUSTEES RECOMMEND A VOTE "FOR"
THE APPROVAL OF THE PROPOSED CLASS C
RULE 12B-1 DISTRIBUTION PLAN
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 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.
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ADDITIONAL INFORMATION
OTHER MATTERS
As of the date of this Proxy Statement, the Trust's management knows of no
other matters to be brought before the meeting. However, if any other matters
properly come before the meeting, the persons named in the enclosed proxy will
vote in accordance with their judgment on such matters.
SHAREHOLDER PROPOSALS
The Trust is not required and does not intend to hold annual meetings of
shareholders. The next meeting of shareholders will be held at such time as may
be determined by the Trustees or legally required. Any shareholder desiring to
present a proposal for consideration at the next meeting of shareholders must
submit the proposal in writing so that it is received by the Trust within a
reasonable time before the solicitation for such meeting is made and must
satisfy all other legal requirements.
All shareholders are urged to vote. The enclosed proxy is revocable and will
not affect your right to vote in person if you attend the meeting.
By Order of the Board of Trustees,
G. JEFFREY BOHNE,
Secretary
Greenfield, Massachusetts
March 27, 2000
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EXHIBIT A
CLASS B SHARES
RULE 12B-1 DISTRIBUTION PLAN
This distribution plan (the "Rule 12b-1 Distribution Plan" or the "Plan")
has been adopted by the Class B shareholders of Phoenix Equity Series Fund (the
"Trust"), a Massachusetts business trust, on _________________, pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act").
W H E R E A S:
The Trust is an open-end management investment company and is registered as
such under the Act. The Trust at present has two series which are currently
being offered, and the Board of Trustees may establish and offer additional
series in the future. Each series has a multi-class distribution system that
allows each series to offer investors the option of purchasing shares of
separate share classes. This Plan governs only the Class B Shares of each series
of the Trust. The Trust may, from time to time, distribute shares of any class
of any series through a contractual arrangement (the "Distribution Agreement")
with a principal distributor for such class of shares of such series duly
qualified to act on behalf of the Trust in such capacity (any such principal
distributor, the "Principal Distributor"), it being understood that the Trust
may change the Principal Distributor for any class of shares of any series from
time to time. The Board of Trustees, including a majority of the Qualified
Trustees (as defined in paragraph 5 herein), has determined to adopt the Plan.
In voting to approve the Plan, the Trustees have determined, in the exercise of
their reasonable business judgment and in light of their fiduciary duty, that
there is a reasonable likelihood that this Plan will benefit the Class B Shares
of each respective series of the Trust with respect to which this Plan will be
effective and its shareholders.
NOW, THEREFORE, in consideration of the foregoing, the Trust hereby adopts
this Plan in accordance with Rule 12b-1 under the Act on the following terms and
conditions:
1. The Trust shall pay to each Principal Distributor of Class B Shares of
any series its "Allocable Portion," as hereinafter defined, of the distribution
fee allowable under the Rules of Conduct of NASD Regulation, Inc. (the "Rules of
Conduct") in respect of such Class of Shares of such series, consisting of a
distribution fee at the rate of three quarters of one percent (0.75%) per annum
of the average daily net asset value of such Class of Shares
<PAGE>
(the "Distribution Fee") and a service fee at a rate of one quarter of one
percent (0.25%) of the average daily net asset value of such Class of Shares of
such series of the Trust. For purposes of applying the limitation set forth in
the Rules of Conduct on the maximum amount of the Distribution Fee payable in
respect of the Class B Shares of any series, the Trust hereby elects to add to
six and one quarter percent (6.25%) of the issue price of the Class B Shares, or
such other percentage as may be proscribed in such Rules of Conduct, interest
thereon at the rate of prime plus one percent per annum. A contingent deferred
sales charge ("CDSC") also shall be payable by the holders of Class B Shares in
the case of early redemption of such Class B Shares.
2. The amounts set forth in paragraph 1 of this Plan shall be paid for the
Principal Distributor's services and expenses as distributor of the Class B
Shares of the Trust and may be spent by the Principal Distributor, in its
discretion, on, among other things, compensation to and expenses (including
overhead and telephone expenses) of account executives or other employees of the
Principal Distributor or of other broker-dealers who engage in or support
distribution of shares; printing of prospectuses and reports for other than
existing shareholders; advertising; preparation, printing and distribution of
sales literature; and allowances to other broker-dealers.
3. Any Distribution Agreement in respect of Class B Shares of any series may
provide that: (I) the Principal Distributor in respect of such Distribution
Agreement will be deemed to have fully earned its Allocable Portion of the
Distribution Fee payable in respect of Class B Shares of such series upon the
sale of each "Initial Issue Commission Share" (as hereinafter defined) of such
series taken into account in determining such Principal Distributor's Allocable
Portion of such Distribution Fee; (II) except as provided in (III) below, the
Trust's obligation to pay such Principal Distributor its Allocable Portion of
the Distribution Fee payable in respect of the Class B Shares of such series
shall be absolute and unconditional and shall not be subject to dispute, offset,
counterclaim or any defense whatsoever (it being understood that such provision
is not a waiver of the Trust's right to pursue such Principal Distributor and
enforce such claims against the assets of such Principal Distributor other than
its right to the Distribution Fees and CDSCs in respect of the Class B Shares of
such series); (III) the Trust's obligation to pay such Principal Distributor its
Allocable Portion of the Distribution Fee payable in respect of the Class B
Shares of such series shall not be terminated or modified except to the extent
required by a change in the Act or the Rules of Conduct enacted or promulgated
after June 1, 2000 (a "Change-in-Applicable-Law"), or in connection with a
"Complete Termination" (as hereinafter defined) of this Plan in respect of the
Class B Shares of such series; (IV) the Trust will not waive or change any CDSC
in
2
<PAGE>
respect of the Class B Shares of such series, except as provided in the Trust's
Prospectus or statement of additional information without the consent of the
Principal Distributor (or its assigns); (V) except to the extent required by a
Change-in-Applicable-Law, neither the termination of such Principal
Distributor's role as principal distributor of the Class B Shares of such
series, nor the termination of such Distribution Agreement nor the termination
of this Plan will terminate such Principal Distributor's right to its Allocable
Portion of the CDSCs in respect of Class B Shares of such series sold prior to
such termination; (VI) except as provided in the Trust's Prospectus and
statement of additional information, until such Principal Distributor has been
paid its Allocable Portion of the Distribution Fees in respect of the Class B
Shares of such series, the Trust will not adopt a plan of liquidation in respect
of such series without the consent of such Principal Distributor (or its
assigns); and (VII) such Principal Distributor may sell and assign its rights to
its Allocable Portion of the Distribution Fees and CDSCs (but not such Principal
Distributor's obligations to the Trust under the Distribution Agreement) to
raise funds to make the expenditures related to the distribution of Class B
Shares of such series and in connection therewith, upon receipt of notice of
such sale and assignment, the Trust shall pay to the purchaser or assignee such
portion of the Principal Distributor's Allocable Portion of the Distribution
Fees in respect of the Class B Shares of such series so sold or assigned. For
purposes of this Plan, the term "Allocable Portion" means, in respect of
Distribution Fees payable in respect of the Class B Shares of any series as
applied to any Principal Distributor, the portion of such Distribution Fees and
CDSCs allocated to such Principal Distributor in accordance with the Allocation
Schedule (as hereinafter defined). For purposes of this Plan, the term "Complete
Termination" of this Plan means, in respect of any series, a termination of this
Plan involving the cessation of payments of Distribution Fees hereunder in
respect of Class B Shares of such series and the cessation of payments of
distribution fees pursuant to every other rule 12b-1 plan of the Trust in
respect of such series for every future class of shares which, in the good faith
determination of the Board of Trustees of the Trust, has substantially similar
economic characteristics to the Class B Shares taking into account the total
sales charge, contingent deferred sales charge and other similar charges, it
being understood that the existing Class A Shares and the existing Class C
Shares do not have substantially similar economic characteristics to the Class B
Shares. For purposes of this Plan, the term "Allocation Schedule" means, in
respect of the Class B Shares of any series, a schedule which shall be approved
in the same manner as this Plan as contemplated by Section 5 hereof for
assigning to each Principal Distributor of Class B Shares of such series the
portion of the total Distribution Fees payable by the Trust in respect of the
Class B Shares of such series which has been
3
<PAGE>
earned by such Principal Distributor, which shall be attached to and become a
part of any Distribution Agreement in respect of Class B Shares. For purposes of
clause (I) of the first sentence of this Section 3, the term "Initial Issue
Commission Share" shall mean, in respect of any series, a Class B Share which is
a Commission Share issued by such series under circumstances other than in
connection with a permitted free exchange with another fund. For purposes of the
foregoing definition a "Commission Share" shall mean, in respect of any series,
each Class B Share of such series which is issued under circumstances which
would normally give rise to an obligation of the holder of such Class B Share to
pay a CDSC upon redemption of such Share, including, without limitation, any
Class B Share of such Fund issued in connection with a permitted free exchange,
and any such Class B Share shall not cease to be a Commission Share prior to the
redemption (including a redemption in connection with a permitted free exchange)
or conversion even though the obligation to pay the CDSC shall have expired or
conditions for thereof still exist.
4. This Plan shall not take effect until it has been approved by a vote of
at least a majority (as defined in the Act) of the outstanding voting securities
of Class B Shares of the Series. With respect to the submission of this Plan for
such a vote, it shall have been effectively approved with respect to Class B
Shares of any series if a majority of the outstanding voting securities of Class
B Shares of that series votes for the approval of this Plan, notwithstanding
that: (1) this Plan has not been approved by a majority of the outstanding
voting securities of Class B Shares of any other series, or (2) the matter has
not been approved by a majority of the outstanding voting securities of Class B
Shares of the Trust.
5. This Plan shall become effective with respect to the Class B Shares of a
series upon approval, together with any related agreements, by a majority vote
of both (i) the Board of Trustees and (ii) those Trustees who are not
"interested persons" of the Trust (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Qualified Trustees"), cast in person at a meeting called for
the purpose of voting on this Plan and such related agreements.
6. This Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 5 herein.
7. In each year that this Plan remains in effect, any person authorized to
direct the disposition of monies paid or payable by the Trust pursuant to this
Plan or any related agreement shall prepare and furnish to the Board and the
Board shall review, at least quarterly, written reports, complying with the
4
<PAGE>
requirements of Rule 12b-1 under the Act, of the amounts expended under this
Plan and purposes for which such expenditures were made.
8. This Plan may be terminated at any time with respect to the Class B
Shares of any series by a majority vote of the Qualified Trustees or by vote of
a majority of the outstanding voting securities of Class B Shares of that
series. This Plan may remain in effect with respect to the Class B Shares of a
series even if it has been terminated in accordance with this paragraph with
respect to one or more other series of the Trust.
9. This Plan may not be amended in order to increase materially the amount
of distribution expenses provided for in paragraph 1 herein unless such
amendment is approved by a majority (as defined in the Act) of the outstanding
voting securities of Class B Shares and no material amendment to this Plan shall
be made unless approved in the manner provided in paragraph 5 herein.
10. While this Plan shall be in effect, the selection and nomination of
Trustees who are not interested persons of the Trust (as defined in the Act)
shall be committed to the discretion of the Trustees then in office who are not
interested persons of the Trust.
The Trust shall preserve copies of this Plan and any related agreements and
all reports made pursuant to paragraph 7 herein, for a period of not less than
six years from the date of this Plan, or the agreements or such report, as the
case may be, the first two years in an easily accessible place.
The Declaration of Trust of the Trust, as amended from time to time, is on
file with the Secretary of the Commonwealth of Massachusetts and notice is
hereby given that this Plan is adopted on behalf of the Trust, and not by the
Trustees or officers of the Trust individually, and the obligations of or
arising out of this Plan are not binding upon the Trustees, officers or
shareholders of the Trust individually but are binding only upon the assets and
property of the Trust. Notice is hereby given that the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to a particular series of the Trust shall be enforceable against the
assets of such series only, and not against the assets of the Trust generally.
5
<PAGE>
EXHIBIT B
CLASS C SHARES
RULE 12B-1 DISTRIBUTION PLAN
This distribution plan (the "Rule 12b-1 Distribution Plan" or the "Plan")
has been adopted by the Class C shareholders of Phoenix Equity Series Fund (the
"Trust"), a Massachusetts business trust, on _________________, pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act").
W H E R E A S:
The Trust is an open-end management investment company and is registered as
such under the Act. The Trust, at present, has two series which are currently
being offered, and the Board of Trustees may establish and offer additional
series in the future. Each series has a multi-class distribution system that
allows each series to offer investors the option of purchasing shares of
separate share classes. This Plan governs only the Class C Shares of each series
of the Trust. The Trust may, from time to time, distribute shares of any class
of any series through a contractual arrangement (the "Distribution Agreement")
with a principal distributor for such class of shares of such series duly
qualified to act on behalf of the Trust in such capacity (any such principal
distributor, the "Principal Distributor"), it being understood that the Trust
may change the Principal Distributor for any class of shares of any series from
time to time. The Board of Trustees, including a majority of the Qualified
Trustees (as defined in paragraph 4 herein), has determined to adopt the Plan.
In voting to approve the Plan, the Trustees have determined, in the exercise of
their reasonable business judgment and in light of their fiduciary duty, that
there is a reasonable likelihood that this Plan will benefit the Class C Shares
of each respective series the Trust with respect to which this Plan will be
effective and its shareholders.
NOW, THEREFORE, in consideration of the foregoing, the Trust hereby adopts
this Plan in accordance with Rule 12b-1 under the Act on the following terms and
conditions:
1. The Trust shall pay to each Principal Distributor of Class C Shares of
any series a distribution fee at the rate of three quarters of one percent
(0.75%) per annum of the average daily net asset value of such Class of Shares
of such series (the "Distribution Fee") and a service fee at a rate of one
quarter of one percent (0.25%) of the average daily net asset value of such
Class of Shares of such series of the Trust. The fee is paid to financial
services firms including
<PAGE>
National Association of Securities Dealers, Inc. ("NASD") member firms for
continuous personal service by such firms to investors in such Class C Shares.
2. The amounts set forth in paragraph 1 of this Plan shall be paid for the
Principal Distributor's services and expenses as distributor of the Class C
Shares of the Trust and may be spent by the Principal Distributor, in its
discretion, on, among other things, compensation to and expenses (including
overhead and telephone expenses) of account executives or other employees of the
Principal Distributor or of other broker-dealers who engage in or support
distribution of shares; printing of prospectuses and reports for other than
existing shareholders; advertising; preparation, printing and distribution of
sales literature; and allowances to other broker-dealers.
3. This Plan shall not take effect until it has been approved by a vote of
at least a majority (as defined in the Act) of the outstanding voting securities
of Class C Shares of the Series. With respect to the submission of this Plan for
such a vote, it shall have been effectively approved with respect to Class C
Shares of any series if a majority of the outstanding voting securities of Class
C Shares of that series votes for the approval of this Plan, notwithstanding
that: (1) this Plan has not been approved by a majority of the outstanding
voting securities of Class C Shares of any other series, or (2) the matter has
not been approved by a majority of the outstanding voting securities of Class C
Shares of the Trust.
4. This Plan shall become effective with respect to the Class C Shares of a
series upon approval, together with any related agreements, by a majority vote
of both (i) the Board of Directors and (ii) those Directors who are not
"interested persons" of the Trust (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Qualified Directors"), cast in person at a meeting called
for the purpose of voting on this Plan and such related agreements.
5. This Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 4 herein.
6. In each year that this Plan remains in effect, any person authorized to
direct the disposition of monies paid or payable by the Trust pursuant to this
Plan or any related agreement shall prepare and furnish to the Board and the
Board shall review, at least quarterly, written reports, complying with the
requirements of Rule 12b-1 under the Act, of the amounts expended under this
Plan and purposes for which such expenditures were made.
2
<PAGE>
7. This Plan may be terminated at any time with respect to the Class C
Shares of any series by a majority vote of the Qualified Directors or by vote of
a majority of the outstanding voting securities of Class C Shares of that
series.
8. This Plan may not be amended in order to increase materially the amount
of distribution expenses provided for in paragraph 1 herein unless such
amendment is approved by a majority (as defined in the Act) of the outstanding
voting securities of Class C Shares of any series and no material amendment to
this Plan shall be made unless approved in the manner provided in paragraph 4
herein.
9. While this Plan shall be in effect, the selection and nomination of
Directors who are not interested persons of the Trust (as defined in the Act)
shall be committed to the discretion of the Directors then in office who are not
interested persons of the Trust.
The Trust shall preserve copies of this Plan and any related agreements and
all reports made pursuant to paragraph 6 herein, for a period of not less than
six years from the date of this Plan, or the agreements or such report, as the
case may be, the first two years in an easily accessible place.
The Declaration of Trust of the Trust, as amended from time to time, is on
file with the Secretary of the Commonwealth of Massachusetts and notice is
hereby given that this Plan is adopted on behalf of the Trust, and not by the
Trustees or officers of the Trust individually, and the obligations of or
arising out of this Plan are not binding upon the Trustees, officers or
shareholders of the Trust individually but are binding only upon the assets and
property of the Trust. Notice is hereby given that the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to a particular series of the Trust shall be enforceable against the
assets of such series only, and not against the assets of the Trust generally.
3
<PAGE>
PX808
<PAGE>
PHOENIX EQUITY SERIES FUND PROXY
The undersigned shareholder of Phoenix Equity Series Fund (the "Trust")
revoking any and all previous proxies heretofore give for shares of the Trust
held by the undersigned, hereby constitutes and appoints Philip R. McLoughlin
and Pamela S. Sinofsky, and any 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 Trust to be held on
May 16, 2000 at the offices of the Trust, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments thereof, with respect to all
shares of the Trust 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.
TO AVOID THE EXPENSE OF ADJOURNING THE MEETING TO A SUBSEQUENT DATE, PLEASE
RETURN THIS PROXY IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE. 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 BY THE BOARD OF TRUSTEES OF THE TRUST
WHO RECOMMEND A VOTE "FOR" EACH OF THE PROPOSALS
[X] Please mark vote as in this Example.
PROPOSAL 1. APPROVAL OF A NEW RULE 12b-1 DISTRIBUTION PLAN FOR CLASS B SHARES
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 2. APPROVAL OF A NEW RULE 12b-1 DISTRIBUTION PLAN FOR CLASS C SHARES
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF
Please be sure to sign and date this Proxy.
Date:
--------------------- -------------------------
Shareholder sign here Co-owner sign here
NOTE: PLEASE SIGN EXACTLY AS YOU NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGH THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER. WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, OR 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 SHAREHOLDERS.
RECORD DATE SHARES:
