SCHEDULE 14a INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
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 (section) 240.14a-11(c) or
(section) 240.14a-12
PHOENIX SERIES FUND
(Name of Registrant as Specified in its Charter)
Thomas N. Steenburg, Esq.
c/o Phoenix Duff & Phelps Corporation
One American Row
Hartford, Connecticut 06115
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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:___________
[x] 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 of Schedule and the date of its filing.
1) Amount Prevously Paid;
2) Form, Schedule or Registration No.;
3) Filing Party;
4) Date Filed;
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PHOENIX SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
----------
Notice of Special Meeting of Shareholders
to be Held February 20, 1996
----------
To the Shareholders:
A Special Meeting in lieu of the Annual Meeting of Shareholders of Phoenix
Series Fund (the "Fund") will be held in the offices of the Fund, 101 Munson
Street, Greenfield, Massachusetts 01301, on Tuesday, February 20, 1996 at
10:00 A.M. for the following purposes:
(1) To approve or not approve an amendment to the Declaration of Trust
regarding the permitted number of Trustees;
(2) If proposal 1 is approved, to fix at fourteen the number of Trustees to
serve until the next Special Meeting of Shareholders or until the
election and qualification of their successors, and to elect the number
of Trustees so fixed;
(3) To ratify or reject the selection of Price Waterhouse LLP, independent
accountants, as auditors for the Fund for the fiscal year ending October
31, 1995;
(4) To approve or not approve a change in the Fund's investment restrictions
to expressly prohibit investment in real estate limited partnerships;
(5) To approve or not approve a change in the Fund's investment restrictions
to clarify the amount of debt and equity securities of an issuer that may
be purchased; and
(6) 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 December 27, 1995 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 by completing, dating and signing the enclosed proxy and returning it
promptly in the postage paid return envelope enclosed for your use. Prompt
return of proxies by shareholders will save the Fund and shareholders the
costs associated with further solicitation. The enclosed proxy is being
solicited by the Board of Trustees of the Fund.
By Order of the Board of Trustees,
G. Jeffrey Bohne, Secretary
Greenfield, Massachusetts
January 26, 1996
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PHOENIX SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
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PROXY STATEMENT
A Special Meeting of Shareholders to be Held on February 20, 1996
----------
INTRODUCTION
The enclosed proxy is solicited by the Board of Trustees of Phoenix Series
Fund (the "Fund") for use at the Special Meeting of Shareholders to be held
on Tuesday, February 20, 1996, and at any adjournment thereof. Shareholders
of record at the close of business on December 27, 1995 are entitled to
notice of and to vote at the meeting or any adjourned session. As of December
27, 1995, there were in the aggregate 541,556,268.0315, Class A shares of each
Series of the Fund issued and outstanding and 13,115,904.067 Class B shares of
each Series of the Fund issued and outstanding, both Classes of par value of
one dollar per share. Each Class A and Class B shareholder will be entitled
to one vote for each full share (and fractional vote corresponding to any
fractional share) registered in his/her name on the Fund's books on the
record date and not thereafter repurchased or redeemed by the Fund.
All shares represented by duly executed proxies will be voted in
accordance with the specification thereon. 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 Fund a later-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 regular
employees of Phoenix Investment Counsel, Inc., the Fund's investment adviser
(the "Investment Adviser"), and persons employed for the purpose may solicit
proxies personally or by telephone or telegram. Banks, brokers, fiduciaries
and nominees will, upon request, be reimbursed by the Fund for their
reasonable expenses in sending proxy material to beneficial owners of Fund
shares. The cost of solicitation of proxies will be borne by the Fund.
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 shares present 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 matters. They will vote against such adjournment those proxies required
to be voted against any such matters.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about January 26, 1996. A copy of the Fund's most
recent report 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.
Votes Required
The presence in person or by proxy of the holders of a majority of the
outstanding shares is required to constitute a quorum at the meeting. The
holders of each class of shares will be voted together with respect to all
Proposals, with
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one vote per share of the Fund. As used in this Proxy Statement, the term "a
majority of the outstanding shares" means the lesser of (i) 67% of the shares
of the Fund present at the meeting at which more than 50% of the outstanding
shares are represented or (ii) more than 50% of the outstanding shares of the
Fund. The terms "assignment" and "interested person" as used in this Proxy
Statement shall have the respective meanings provided therefor in the
Investment Company Act of 1940 ("1940 Act").
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 and for purposes of calculating the vote with respect
to such matter, but shall not be deemed to have been voted in favor of 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
shall be deemed present at the meeting for purposes of determining a quorum
but shall not be deemed to be represented at the meeting for purposes of
calculating the vote with respect to such matter.
Security Ownership of Certain Beneficial Owners and Management
No person or group is known by the Fund to own beneficially more than 5% of
the Fund's outstanding shares. The following table sets forth the number of
shares of the Fund beneficially owned on December 27, 1995, by each Trustee
and nominee for election as a Trustee and by all Trustees and officers of the
Fund as a group.
Amount and Nature (1) Percent Total
Name Of Beneficial Ownership Shares
- ------------------------------------ ----------------------- -----------------
C. DUANE BLINN 22,493.957 less than .01%
ROBERT CHESEK -0- --
E. VIRGIL CONWAY 56.039 less than .01%
HARRY DALZELL-PAYNE -0- --
FRANCIS E. JEFFRIES -0- --
LEROY KEITH, JR. -0- --
PHILIP R. McLOUGHLIN 221.330 less than .01%
EVERETT L. MORRIS -0- --
JAMES M. OATES -0- --
CALVIN J. PEDERSEN -0- --
PHILIP R. REYNOLDS -0- --
HERBERT ROTH, JR. 4,147.978 less than .01%
RICHARD E. SEGERSON -0- --
LOWELL P. WEICKER, JR. 172.491 less than .01%
All Trustees and officers as a group
(All persons including the present
Trustees named above) 140,121.317 less than .01%
(1) Each Trustee, nominee for election as a Trustee and officer has sole
voting and investment power with respect to shares owned or deemed to be
owned by him beneficially, except that shares beneficially owned by Mr.
McLoughlin and certain other officers are held of record by plan trustees
under the terms of a thrift plan of Phoenix Home Life Mutual Insurance
Company which may exercise such voting power.
Information Concerning Investment Adviser
The Fund's investment adviser is Phoenix Investment Counsel, Inc. (the
"Investment Adviser"), 56 Prospect Street, Hartford, Connecticut 06115-0480.
All of the outstanding shares of the Investment Adviser are owned by Phoenix
Equity
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Planning Corporation ("Equity Planning"). All of the outstanding shares of
Equity Planning are owned by Phoenix Duff & Phelps Corporation ("Phoenix Duff
& Phelps"). A majority of the outstanding shares of Phoenix Duff & Phelps are
owned by PM Holdings, Inc. ("Holdings"), a wholly-owned subsidiary of Phoenix
Home Life Mutual Insurance Company ("Phoenix Home Life"). The principal
offices of Phoenix Duff & Phelps, Phoenix Home Life and Holdings are located
at One American Row, Hartford, Connecticut 06102-5056. Equity Planning's
principal offices are located at 100 Bright Meadow Boulevard, Enfield,
Connecticut 06083-2200.
In addition to the Fund, the Investment Adviser also serves as investment
adviser to Phoenix Total Return Fund, Inc., The Phoenix Edge Series Fund and
Phoenix Multi-Portfolio Fund and as a sub-adviser to American Skandia Trust,
Chubb America Fund, Inc., JNL Series Trust and SunAmerica Series Trust.
As compensation for its services to Phoenix Total Return Fund, Inc., the
Investment Adviser is entitled to a fee, payable within five days after the
end of each month, at the annual rate of 0.65% of the average of the
aggregate daily net asset values up to $1 billion; 0.60% of such values
between $1 billion and $2 billion; and 0.55% of such values in excess of $2
billion.
As compensation for its services to Series of The Phoenix Edge Series
Fund, the Investment Adviser is entitled to a fee based on an annual
percentage rate of the average of the aggregate daily net asset values of
each Series of the Trust as follows: for the first $250,000,000 in net
assets, 0.40%, 0.50%, 0.55%, 0.60%, 0.70% and 0.75% for the Money Market,
Bond, Balanced, Total Return, Growth and International Series respectively;
for the next $250,000,000 in net assets, 0.35%, 0.45%, 0.50%, 0.55%, 0.65%
and 0.70% for the Money Market, Bond, Balanced, Total Return, Growth and
International Series respectively; and for net assets over $500,000,000,
0.30%, 0.40%, 0.45%, 0.50%, 0.60% and 0.65% for the Money Market, Bond,
Balanced, Total Return, Growth and International Series respectively. The
amounts payable to the Investment Adviser shall be based upon the average of
the values of the net assets of the Series as of the close of business each
day.
As compensation for its services to Portfolios of the Phoenix
Multi-Portfolio Fund, the Investment Adviser is entitled to a fee based on an
annual percentage rate of the average of the aggregate daily net asset values
of each Portfolio as follows: for the first $1 billion in assets, 0.45%,
0.75%, 0.75%, 0.75%, 0.50%, and 0.75% for the Bond, Capital Appreciation,
International, Endowment Equity, Endowment Fixed Income and Emerging Markets
Bond Portfolios respectively; for the next $1 billion in assets, 0.40%,
0.70%, 0.70%, 0.70%, 0.45% and 0.70% for those Portfolios respectively; and
for assets over $2 billion, 0.35%, 0.65%, 0.65%, 0.65%, 0.40% and 0.65% for
those Portfolios respectively. The amounts payable to the Investment Adviser
are based upon the average of the values of the net assets of the Portfolios
as of the close of business each day.
As compensation for its services to American Skandia Trust, the Investment
Adviser is entitled to a monthly fee for the previous month at the annual
rate of 0.50% of the portion of the average daily net assets of each of the
AST Balanced Portfolio and the AST Growth Portfolio not in excess of $25
million; 0.40% of the portion of each Portfolio's average daily net assets
over $25 million but not in excess of $75 million; and 0.30% of that portion
of each Portfolio's average daily net assets in excess of $75 million. As
compensation for its services to Chubb America Fund, Inc., the Investment
Adviser is entitled to a quarterly fee at the annual rate of 0.50% of the
first $200,000,000 of the average of the aggregate net asset value of the
Balanced Portfolio reduced to 0.45% of such net asset values in excess of
$200,000,000 up to $1,300,000,000 and further reduced to 0.40% of such net
asset values in excess of $1,300,000,000. As compensation for its services to
the JNL Series Trust, the Investment Adviser is entitled to a monthly fee at
the annual rate of 0.50% of the first $50 million of the average daily net
asset values of each of the JNL/Phoenix Investment Counsel Balanced Series
and the JNL/Phoenix Investment Counsel Growth Series; 0.40% of those net
asset values of each Series from $50
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million to $150 million; 0.30% of those net asset values of each Series from
$150 million to $300 million; and 0.25% of those net asset values of each
Series from $300 million to $500 million; and 0.20% of those net asset values
over $500 million for each of the Series respectively.
As compensation for its services to SunAmerica Series Trust, the
Investment Adviser is entitled to a monthly fee at the annual rate of 0.35%
per annum on the first $50 million of the average daily net asset values of
the Growth Portfolio; 0.30% per annum of the next $100 million; 0.25% per
annum on the next $150 million; 0.20% per annum on the next $200 million; and
0.15% per annum thereafter.
As of October 31, 1995, Phoenix Total Return Fund, Inc., The Phoenix Edge
Series Fund, Phoenix Multi-Portfolio Fund, American Skandia Trust (AST
Balanced Portfolio and AST Phoenix Capital Growth Portfolio), Chubb America
Fund, Inc. (Balanced Portfolio), JNL Series Trust (JNL/Phoenix Investment
Counsel Balanced Series and JNL/Phoenix Investment Counsel Growth Series) and
SunAmerica Series Trust (Balanced-Phoenix Investment Counsel Portfolio and
Growth/Phoenix Investment Counsel Portfolio) had assets under management of
approximately $366,427,808, $1,768,311,524, $810,902,079, $189,390,986,
$14,122,992, $3,367,630, and $170,936,136, respectively.
The Directors of the Investment Adviser are Martin J. Gavin, Executive
Vice President, Michael E. Haylon, President and Philip R. McLoughlin,
Chairman. The address of Messrs. Gavin and Haylon is 56 Prospect Street,
Hartford, Connecticut 06115-0480. The address of Mr. McLoughlin is One
American Row, Hartford, Connecticut 06102-5056. The principal occupation of
each Director is that of an executive officer of Phoenix Duff & Phelps
Corporation. Mr. McLoughlin also serves as a Director of Phoenix Home Life.
Martin J. Gavin and Michael E. Haylon are officers of the Fund, and
officers and Directors of the Investment Adviser. Philip R. McLoughlin,
President and Trustee of the Fund, is Chairman and Director of the Investment
Adviser. Michael K. Arends, Curtiss O. Barrows, Mary E. Canning, James M.
Dolan, John M. Hamlin, Christopher J. Kelleher, Amy L. Robinson, Dorothy J.
Skaret, and James D. Wehr, Vice Presidents of the Fund, are also Vice
Presidents of the Investment Adviser. William R. Moyer, Vice President of the
Fund, is Senior Vice President, Finance and Treasurer of the Investment
Adviser.
Martin J. Gavin, Michael E. Haylon, and Philip R. McLoughlin, are
Directors of Equity Planning, the Investment Adviser's parent company, which
serves as national distributor of the Fund's shares. For the fiscal years
ended October 31, 1993, 1994, and 1995, Equity Planning's gross commissions
on sales of Fund shares totalled $10,208,723, $4,578,450 and $6,774,491,
respectively. Of these gross selling commissions, $7,524,648, $2,798,000 and
$5,917,618, were allowed to dealers during those fiscal years, respectively.
Equity Planning also acts as financial agent of the Fund. For services in
this capacity during the fiscal years ended October 31, 1993, 1994, and 1995,
Equity Planning received fees of $2,405,233, $2,087,779, and $2,173,962,
respectively.
The Advisory Agreement
On August 25, 1993 the Board of Trustees approved the current investment
advisory agreement and on November 22, 1993, the shareholders of each Series
approved this Investment Advisory Agreement ("Advisory Agreement").
The Advisory Agreement, provides that the Investment Adviser will serve as
investment adviser to the Fund and to each series of the Fund ("Series")
established and designated by the Trustees which currently are the Phoenix
Balanced Fund Series, Phoenix Convertible Fund Series, Phoenix Growth Fund
Series, Phoenix High Yield Fund Series, Phoenix Money Market Fund Series,
Phoenix U.S. Stock Fund Series, and the Phoenix U.S. Government Securities
Fund Series, and to any additional series of the Fund if requested by the
Trustees to do so.
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<PAGE>
The Advisory Agreement provides that the Investment Adviser shall furnish
continuously an investment program for each Series and manage the investment
and reinvestment of the assets of each Series subject at all times to the
supervision of the Trustees. The Investment Adviser, at its expense, also
furnishes to the Fund adequate office space and facilities and certain
administrative services, including the services of any member of its staff
who serves as an officer of the Fund. All costs and expenses (other than
those specifically referred to as being borne by the Investment Adviser)
incurred in the operation of the Fund are borne by the Fund. Such expenses
include, but are not limited to, all expenses incurred in the operation of
the Fund and any public offering of its shares, including, among others,
interest, taxes, brokerage fees and commissions, fees of Trustees who are not
full-time employees of the Investment Adviser or any of its affiliates,
expenses of Trustees' and shareholders' meetings, including the cost of
printing and mailing proxies, expenses of insurance premiums for fidelity and
other coverage, expenses of repurchase and redemption of shares, expenses of
issue and sale of shares (to the extent not borne by the national distributor
under its agreement with the Fund), expenses of printing and mailing stock
certificates representing shares of the Fund, association membership dues,
charges of custodians, transfer agents, dividend disbursing agents and
financial agents, bookkeeping, auditing and legal expenses. The Fund will
also pay the fees and bear the expense of registering and maintaining the
registration of the Fund and its shares with the Securities and Exchange
Commission and registering or qualifying its shares under state or other
securities laws and the expense of preparing and mailing prospectuses and
reports to existing shareholders.
Under its Advisory Agreement with the Fund, the Investment Adviser is
entitled to a fee, payable within five days after the end of each month,
based on an annual percentage rate of the average of the aggregate daily net
asset values of each Series as follows: for the first $1,000,000,000 in
assets, 0.70%, 0.70%, 0.65%, 0.65%, 0.55%, 0.45% and 0.40% for the Growth,
U.S. Stock, Convertible, High Yield, Balanced, U.S. Government Securities and
Money Market Series respectively; for the next $1,000,000,000 in assets,
0.65%, 0.65%, 0.60%, 0.60%, 0.50%, 0.40% and 0.35% for those Series
respectively, and for assets over $2,000,000,000, 0.60%, 0.60%, 0.55%, 0.55%,
0.45%, 0.35% and 0.30% for those Series respectively. The amounts payable to
the Investment Adviser shall be based upon the average of the values of the
net assets of the Series at the close of business each day, computed in
accordance with the method set forth in the Fund's Declaration of Trust.
For services to the Fund during the fiscal years ended October 31, 1993,
1994, and 1995 the Investment Adviser received fees of $34,501,010,
$37,915,913, and $34,684,220, respectively.
Under the Advisory Agreement, the Investment Adviser has agreed to
reimburse the Fund monthly for the amount, if any, by which the total
operating and management expenses of any Series (including the Investment
Adviser's compensation, but excluding interest, taxes, brokerage fees and
commissions, and extraordinary expenses) for any fiscal year exceed the level
of expense which such Series is permitted to bear under the most restrictive
expense limitation imposed on open-end investment companies by any state in
which shares of such Series are then qualified for sale. Present expense
limitations, to the knowledge of the Fund, require that the Investment
Adviser reimburse the Fund, to the extent of the compensation received by it
from the Fund, for the amount, if any, by which total operating and
management expenses (excluding interest, taxes, brokerage fees and
commissions, and extraordinary expenses) of any Series in any fiscal year
exceed 2.5% of the first $30,000,000, 2% of the next $70,000,000, and 1.5% of
any excess over $100,000,000 of such Series' average net asset values for
such fiscal year.
In addition, the Investment Adviser has agreed to assume expenses and
reduce the advisory fee for the benefit of the Money Market Series to the
extent that operating expenses (excluding interest, taxes, brokerage fees and
commissions and extraordinary expenses) exceed 0.85% and 1.60% of average
daily net asset values for Class A Shares and Class B Shares respectively.
Such reimbursement will be made within five days after the end of each month.
In addition, for
5
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the fiscal year ended October 31, 1993, the Adviser also agreed to assume
expenses and reduce the advisory fees for the benefit of the U.S. Government
Securities Series and the High Quality Bond Series (no longer available) to
the extent that such expenses of each Series exceeded 0.75%. Expense
reimbursements other than reimbursement for the Money Market Series were
discontinued as of November 1, 1993.
Pursuant to expense reimbursement agreements, for the fiscal years ended
October 31, 1993, 1994 and 1995, the Adviser reimbursed the Trust $8,535, $0
and $0 respectively, for the benefit of the Money Market Series. In addition,
for the fiscal year ended October 31, 1993 the Adviser reimbursed the Trust
$164,132 for the benefit of the U.S. Government Securities Series. For the
fiscal year ended October 31, 1993, the Adviser reimbursed the Trust $150,241
for the benefit of the High Quality Bond Series. (No longer offered.)
The Advisory Agreement provides that the Investment Adviser shall not be
liable to the Fund or to any shareholder of the Fund for any error of
judgment or mistake of law or for any loss suffered by the Fund or by any
shareholder of the Fund in connection with the matters to which the Advisory
Agreement relates, except a loss resulting from willful misfeasance, bad
faith, gross negligence or reckless disregard on the part of the Investment
Adviser in the performance of its duties thereunder.
The Advisory Agreement continues in force from year to year for all
Series, provided that, with respect to each Series, the Advisory Agreement
must be approved at least annually by the Trustees or by vote of a majority
of the outstanding voting securities of that Series. In addition, and in
either event, the terms of the Advisory Agreement and any renewal thereof
must be approved by the vote of a majority of Trustees who are not parties to
the Advisory Agreement or interested persons (as that term is defined in the
Investment Company Act of 1940) of any such party cast in person at a meeting
called for the purpose of voting on such approval. The Advisory Agreement
will terminate automatically upon its assignment (within the meaning of said
Investment Company Act) and may be terminated at any time, without payment of
any penalty, either by the Trustees, or, as to each Series, by a vote of a
majority of the outstanding voting securities of such Series or by the
Investment Adviser upon sixty (60) days' written notice to the Fund.
Portfolio Transactions and Brokerage
In effecting portfolio transactions for all Series of the Fund, the
Investment Adviser adheres to the Fund's policy of seeking best execution and
price, determined as described below, except to the extent it is permitted to
pay higher brokerage commissions for "brokerage and research services" as
defined herein. The Investment Adviser may cause any Series of the Fund to
pay a broker or dealer an amount of commission for effecting securities
transactions in excess of the amount of commission which another broker or
dealer would have charged for effecting that transaction if the Investment
Adviser determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage and research services provided by
such broker or dealer or that any offset of direct expenses of a Series
yields the best net price. As provided in Section 28(e) of the Securities
Exchange Act of 1934, "brokerage and research services" include advice as to
the value of securities, the advisability of investing in, purchasing or
selling securities, the availability of securities or purchasers or sellers
of securities, furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy and
the performance of accounts; and effecting securities transactions and
performing functions incidental thereto (such as clearance and settlement).
Brokerage and research services provided by brokers to any Series of the Fund
or the Investment Adviser are considered to be in addition to and not in lieu
of services required to be performed by the Investment Adviser under its
contracts with the Fund and may benefit both other Series of the Fund and
other clients of the Investment Adviser. Conversely, brokerage and research
services provided by brokers to other clients of the Investment Adviser may
benefit one or more Series of the Fund. Where transactions are made in the
over-the-counter market, the Investment Adviser will cause all Series of the
Fund to deal with the primary market makers, unless more favorable prices are
otherwise obtainable.
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The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations, including, without limitation, the overall direct net
economic result to the Fund (involving both price paid or received and any
commissions and other costs paid), the efficiency with which the transaction
is effected, the ability to effect the transaction at all where a large block
is involved, the availability of the broker to stand ready to execute
possibly difficult transactions in the future and the financial strength and
stability of the broker. Such considerations are judgmental and are weighed
by the Investment Adviser in determining the overall reasonableness of
brokerage commissions paid by the Fund. Sales of investment company shares
may be considered in selecting brokers to effect portfolio transactions.
Accordingly, some portfolio transactions are, subject to the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. and to
obtaining best prices and executions, effected through dealers (excluding
Equity Planning) who sell shares of the Fund. It is the present policy of the
Fund not to effect any portfolio transactions with Equity Planning.
The policy of the Fund with respect to brokerage is reviewed by the
Trustees from time to time. Because of the possibility of further regulatory
developments affecting the securities exchanges and brokerage practices
generally, the foregoing practices may be changed, modified or eliminated.
For the fiscal years ended October 31, 1993, 1994 and 1995, brokerage
commissions paid by the Fund on portfolio transactions totalled $8,786,000,
$10,376,000, and $10,324,000, respectively. None of such commissions was paid
to a broker who was an affiliated person of the Fund or an affiliated person
of such a person or, to the knowledge of the Fund, to a broker an affiliated
person of which was an affiliated person of the Fund, its adviser or its
underwriter.
Investment decisions for each Series are made independently from those of
any other Series or those of the other investment companies advised by the
Investment Adviser. Simultaneous transactions are inevitable when several
Series and other investment companies are managed by the same investment
adviser, particularly when the same security is suited for the investment
objectives of more than one Series and one or more of the other investment
companies. When two or more Series and one or more of the other investment
companies advised by the Investment Adviser are simultaneously engaged in the
purchase or sale of the same security, the transactions are allocated among
the Series and the other investment companies. It is recognized that in some
cases this system could have a detrimental effect on the price or volume of
the security as far as a particular Series is concerned. In other cases,
however, it is believed that the ability of the Series to participate in
volume transactions will produce better executions for the Series. It is the
opinion of the Board of Trustees of the Fund that the desirability of
utilizing the Investment Adviser as investment adviser to all Series of the
Fund outweighs the disadvantages that may be said to exist from simultaneous
transactions.
For the fiscal year ended October 31, 1995, the portfolio turnover rates
for the Growth Fund Series, High Yield Fund Series, Balanced Fund Series,
U.S. Stock Fund Series, Convertible Fund Series, and U.S. Government
Securities Fund Series were 109%, 147%, 197%, 331%, 79%, and 178%,
respectively. For the fiscal year ended October 31, 1994, the portfolio
turnover rates for Growth Fund Series, High Yield Fund Series, Balanced Fund
Series, U.S. Stock Fund Series, Convertible Fund Series, and U.S. Government
Securities Fund Series were 118%, 222%, 159%, 306%, 91%, and 101%,
respectively. For the fiscal year ended October 31, 1993, the portfolio
turnover rates for the Growth Fund Series, High Yield Fund Series, Balanced
Fund Series, U.S. Stock Fund Series, Convertible Fund Series, and U.S.
Government Securities Fund Series were 176%, 157%, 130%, 192%, 94%, and 264%,
respectively.
7
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PROPOSALS
PROPOSAL NO. 1
TO APPROVE OR NOT APPROVE AN AMENDMENT TO THE DECLARATION OF TRUST
REGARDING THE PERMITTED NUMBER OF TRUSTEES
It is proposed that the Declaration of Trust be amended for the purpose of
increasing the permitted number of Trustees.
In connection with the recent merger of Phoenix Securities Group, Inc.
into Duff & Phelps Corporation (renamed Phoenix Duff & Phelps Corporation),
the Fund's Trustees have determined that adding certain Duff & Phelps'
investment company directors to the Fund's Board should facilitate Fund
operations and the provision and oversight of Fund services. The Fund's
current Declaration of Trust contains the following language in Section 2.1:
(a) Number and Election. At each annual meeting, or at a special meeting
held in lieu thereof, the Shareholders shall fix the number of
Trustees, which shall be not less than five (5) nor more than twelve
(12) Trustees, to serve until the next annual meeting or until the
election and qualification of their successors, and shall at such
meeting elect the number of Trustees so fixed. The Trustees serving as
such may increase (to not more than 12) or decrease (to not less than
five) the number of Trustees to a number other than the number
theretofore fixed. No decrease in the number of Trustees shall have
the effect of removing any Trustee from office prior to the expiration
of his term. However, the number of Trustees may be decreased in
conjunction with the removal of a Trustee pursuant to subsection (d)
of this Section 2.1"
This Section 2.1 in the proposed amended Declaration of Trust contains the
following language:
"(a) Number and Election. At each meeting for the purpose, the
Shareholders shall fix the number of Trustees, to serve until the
election and qualification of their successors, and shall at such
meeting elect the number of Trustees so fixed. The Trustees serving
as such may increase or decrease the number of Trustees to a number
other than the number theretofore fixed. No decrease in the number of
Trustees shall have the effect of removing any Trustee from office
prior to the expiration of his term. However, the number of Trustees
may be decreased in conjunction with the removal of a Trustee
pursuant to subsection (d) of this Section 2.1."
Approval of this proposal will require the affirmative vote of a majority
of the outstanding shares of the Fund. If this proposal is approved, the
Trustees may fix the number of Trustees as outlined in this proposal unless
and until a new proposal with respect to the number of Trustees is approved
by the shareholders. Under the 1940 Act, the Trustees must be elected by the
shareholders, although the Trustees themselves can act to fill Board
vacancies. If, at any time, less than a majority of the Trustees have been
elected by the shareholders, the Board or an appropriate officer of the Fund
will call a shareholder meeting to elect Trustees within the ensuing sixty
day period.
RECOMMENDATION
THE TRUSTEES RECOMMEND A VOTE "FOR" THE
APPROVAL OF THE AMENDMENT TO THE
DECLARATION OF TRUST
8
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PROPOSAL NO. 2
ELECTION OF TRUSTEES
In the event Proposal 1 is not approved by the shareholders, this Proposal
2 will not be submitted to a vote at the meeting.
If Shareholders approve Proposal 1, the persons named in the enclosed
proxy intend, unless such authority is withheld, to vote for fixing the
number of Trustees at fourteen and for the election as Trustees of the
nominees named below. All of the nominees except Messrs. Jeffries, Morris and
Pedersen, are presently Trustees of the Fund. The Trustees are recommending
that the shareholders fix the number of Trustees at fourteen and elect the
persons whom they have nominated, upon recommendation of the Nominating
Committee, for election as Trustees.
Each of the nominees has agreed to serve as a Trustee if elected. If, at
the time of the meeting, any nominee should be unavailable for election
(which is not presently anticipated), the persons named as proxies may vote
for other persons in their discretion. Trustees will hold office until the
next meeting of shareholders or until the election and qualification of their
successors. Executive officers were elected by the Trustees on February 16,
1994 and will hold office until the first meeting of the Trustees following
the 1996 shareholders' meeting or until the election and qualification of
their successors.
The following table sets forth information as to the principal occupations
during the past five years of nominees for election as Trustees and of the
Fund's executive officers and also sets forth information as to other
directorships held by nominees for election as Trustees.
Nominees for Election as Trustees
C. DUANE BLINN, 68, Trustee since 1980. Partner in the law firm of Day,
Berry & Howard; Trustee/Director, the Phoenix Funds; Director/Trustee, the
National Affiliated Investment Companies (May, 1993-December, 1993).
ROBERT CHESEK, 61, Trustee since 1981 (Chairman from 1989 to 1994).
Trustee/Director, the Phoenix Funds; Director and Chairman, Phoenix
Investment Counsel, Inc. (until 1994); Trustee/Director and Chairman, the
National Affiliated Investment Companies (May, 1993-December, 1993); Vice
President, Common Stock, Phoenix Home Life Mutual Insurance Company (until
1993).
E. VIRGIL CONWAY, 66, Trustee since 1993. Chairman, Financial Accounting
Standards Advisory Council. Trustee/Director, the Phoenix Funds, Consolidated
Edison Company of New York, Inc., Pace University, Atlantic Mutual Insurance
Company, HRE Properties, Greater New York Councils, Boy Scouts of America,
Union Pacific Corp., Centennial Insurance Company, Josiah Macy, Jr.
Foundation, and the Harlem Youth Development Foundation; Director,
Accuhealth, Trism, Inc., Realty Foundation of New York, and Chairman, New
York Housing Partnership Development Corp.; Chairman, Audit Committee of the
City of New York; Chairman, Metropolitan Transportation Authority. Advisory
Director, Fund Directions, Blackrock Mortgage Securities Fund and Blackrock
Freddie Mac Mortgage Securities Fund; Director/Trustee, the National
Affiliated Investment Companies (1987-1993); Director, New York Chamber of
Commerce and Industry (1979-1990).
HARRY DALZELL-PAYNE, 66, Trustee since 1993. Trustee/Director, the Phoenix
Funds. Director, Farragut Mortgage Co., Inc. (1991-1994). Consultant, The
Levett Group Holding, Inc. (1989-1990) and independent real estate market
consultant (1982-1990). Director/Trustee, the National Affiliated Investment
Companies (1987-1993); formerly, a Major General of the British Army.
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<PAGE>
*FRANCIS E. JEFFRIES, 65, Chairman of the Board, Phoenix Duff & Phelps.
Trustee, Phoenix Duff & Phelps Mutual Funds. Director, Duff & Phelps Utilities
Income Fund, Duff & Phelps Utilities Tax-Free Income, Inc. Duff & Phelps Utility
and Corporate Bond Trust Inc. and The Empire District Electric Company. Director
(1989-1995), Chief Executive Officer (1992-1995) and President (1989-1993), Duff
& Phelps Corporation.
LEROY KEITH, JR., 57, Trustee since 1980. Trustee/Director, the Phoenix
Funds; Trustee, Keystone Liquid Trust, Keystone Tax Exempt Trust, Keystone
Tax Free Fund, Master Reserves Trust and Master Reserves Tax Free Trust;
Director, Keystone International Fund, Inc. Director, Equifax Corporation;
President, Morehouse College (1987-1994); Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993); Director, First
Union Bank of Georgia (1989-1993) and Blue Cross/Blue Shield (1989-1993).
*PHILIP R. MCLOUGHLIN, 49, Trustee and President since 1989. Executive
Vice President and Chief Investment Officer, Phoenix Home Life Mutual
Insurance Company; Director/Trustee and President, the Phoenix Funds; Vice
Chairman and Chief Executive Officer, Phoenix Duff & Phelps; Director and
President, Phoenix Equity Planning Corporation; Director, Phoenix Investment
Counsel, Inc. and Phoenix Realty Securities, Inc.; Director, Chairman and
Chief Executive Officer, National Securities & Research Corporation;
Director/Trustee, the National Affiliated Investment Companies (May,
1993-December, 1993).
EVERETT L. MORRIS, 66, Vice President, W. H. Reaves and Company
(1993-present). Trustee, Phoenix Duff & Phelps Mutual Funds. Director, Duff &
Phelps Utilities Tax-Free Income, Inc. and Utility and Corporate Bond Trust,
Inc. Director, Public Service Enterprise Group Incorporated and President and
Chief Operating Officer of Enterprise Diversified Holdings Incorporated (1992-
1993). Senior Executive Vice President and Chief Financial Officer, Public
Service Electric and Gas Company (1991-1992). Director, First Fidelity Bank,
N.A., N.J. (until 1991).
JAMES M. OATES, 49, Trustee since 1987. Managing Director, The Wydown
Group; Trustee/Director, the Phoenix Funds; Director, Phoenix Duff & Phelps
Corporation, Investors Bank & Trust Corporation, Investors Financial Services
Corporation, Blue Cross and Blue Shield of New Hampshire, and Govett
Worldwide Opportunity Funds Inc.; President and Chief Executive Officer,
Neworld Bank (1984-1994); Director, Massachusetts Bankers Association
(1990-1993); Director/Trustee, the National Affiliated Investment Companies
(May, 1993-December, 1993); Director, Savings Bank Life Insurance Company
(1988-1994).
*CALVIN J. PEDERSEN, 53, Director, Phoenix Duff & Phelps (since 1992).
President, Phoenix Duff & Phelps (since July 1993). Executive Vice President,
Duff & Phelps (January 1992 to July 1993). President and Chief Executive
Officer, Duff & Phelps Utilities Tax-Free Income, Inc. and Duff & Phelps Utility
and Corporate Bond Trust, Inc. Trustee, Phoenix Duff & Phelps Mutual Funds.
PHILIP R. REYNOLDS, 68, Trustee since 1984. Director, Vestaur Securities,
Inc. (mutual fund); Trustee and Treasurer, J. Walton Bissell Foundation,
Inc.; Trustee/Director, the Phoenix Funds; Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993).
HERBERT ROTH, JR., 67, Trustee since 1980. Trustee/Director, the Phoenix
Funds; Director, Phoenix Home Life Mutual Insurance Company, Boston Edison
Company, Landauer, Inc. (medical services), Tech Ops./Sevcon Inc. (electronic
controllers), and Mark IV Industries (diversified manufacturer); Director,
Key Energy Group (oil rig service)(1988- 1994); Director/Trustee, the
National Affiliated Investment Companies (May, 1993-December, 1993).
RICHARD E. SEGERSON, 49, Trustee since 1993. Trustee/Director, the Phoenix
Funds; Vice President and General Manager, Coats & Clark, Inc. (previously
Tootal American, Inc.)(1991-1993); Director/Trustee, the National Affiliated
Investment Companies (1984-1993); Consultant, Tootal Group (1989-1991).
10
<PAGE>
LOWELL P. WEICKER, JR., 64, Trustee since 1995. Trustee/Director, the
Phoenix Funds; Chairman, Dresing, Lierman, Weicker; Governor, State of
Connecticut (1991-1995).
*Indicates that the nominee is an "interested person" of the Fund, as that
term is defined in the Investment Company Act of 1940. Mr. Jeffries is Director
and Chairman of the Board and Mr. Pedersen is Director and President of Phoenix
Duff & Phelps and therefore an "interested person" of the Fund's Investment
Adviser and, as such is an "interested person" of the Fund. Mr. McLoughlin is a
director of the Investment Adviser and therefore an "interested person" of the
Fund's Investment Adviser and, as such, is an "interested person" of the Fund.
Executive Officers
(Other than Philip R. McLoughlin, President, who is described above.)
MARTIN J. GAVIN, 45, Executive Vice President since 1995. Executive Vice
President, Finance and Operations, Phoenix Duff and Phelps. Executive Vice
President and Director, Phoenix Investment Counsel, Inc., and Phoenix Equity
Planning Corporation. Director, W.S. Griffith & Co., Inc. and Townsend
Financial Advisers, Inc. Director and Vice President, PM Holdings, Inc.
Executive Vice President, Phoenix Funds. Senior Vice President, Investment
Products, Phoenix Home Life Mutual Insurance Company (until 1995).
MICHAEL E. HAYLON, 38, Executive Vice President since 1995. Executive Vice
President, Investments, Phoenix Duff & Phelps. Executive Vice President,
Phoenix Funds. Director and President, Phoenix Investment Counsel, Inc.
Director and Executive Vice President, National Securities & Research
Corporation. Senior Vice President, Securities Investments, Phoenix Home Life
Mutual Insurance Company (until 1995). Various positions with Phoenix Home
Life Mutual Insurance Company (1990-1993).
MICHAEL K. ARENDS, 42, Vice President since 1994. Vice President, Phoenix
Strategic Equity Series Fund, National Securities & Research Corporation and
Phoenix Investment Counsel, Inc. Portfolio Manager, Phoenix Home Life Mutual
Insurance Company (1994-1995). Various positions with Kemper Financial
Services (1983-1994).
CURTISS O. BARROWS, 44, Vice President since 1995. Vice President, The
Phoenix Edge Series Fund, Phoenix Investment Counsel, Inc., and National
Securities & Research Corporation. Portfolio Manager, Public Bonds, Phoenix
Home Life Mutual Insurance Company (until 1995). Various positions with
Phoenix Home Life Mutual Insurance Company (1985-1991).
MARY E. CANNING, 39, Vice President since 1987. Vice President, The
Phoenix Edge Series Fund and Phoenix Investment Counsel, Inc. Associate
Portfolio Manager, Common Stock, Phoenix Home Life Mutual Insurance Company
(until 1995). Various positions with Phoenix Home Life Mutual Insurance
Company (1982-1994).
JAMES M. DOLAN, 46, Vice President since 1991. Vice President and
Compliance Officer and Assistant Secretary, Phoenix Equity Planning
Corporation. Vice President, Phoenix Funds. Vice President, Assistant Clerk
and Assistant Secretary, Phoenix Investment Counsel, Inc. Vice President and
Compliance Officer, Assistant Secretary, National Securities & Research
Corporation. Vice President and Compliance Officer, Phoenix Realty Advisors,
Inc. Chief Compliance Officer, Phoenix Realty Securities, Inc.
JOHN M. HAMLIN, 37, Vice President since 1994. Vice President, Phoenix
Income and Growth Fund. Portfolio Manager, Common Stock, Phoenix Home Life
Mutual Insurance Company (1989-1995).
CHRISTOPHER J. KELLEHER, 38, Vice President since 1989. Vice President,
The Phoenix Edge Series Fund, Phoenix Investment Counsel, Inc. and National
Securities & Research Corporation. Portfolio Manager, Public Bonds, Phoenix
Home Life Mutual Insurance Company (until 1995). Various positions with
Phoenix Home Life Mutual Insurance Company (1983-1994).
11
<PAGE>
WILLIAM R. MOYER, 51, Vice President since 1991. Senior Vice President,
Finance, and Treasurer, Phoenix Equity Planning Corporation and National
Securities & Research Corporation. Senior Vice President, Finance and
Treasurer, Phoenix Investment Counsel, Inc. Vice President, the Phoenix
Funds. Senior Vice President and Chief Financial Officer, Phoenix Duff &
Phelps Corporation. Senior Vice President, Chief Financial Officer and
Treasurer, W.S. Griffith & Co., Inc. and Townsend Financial Advisers, Inc.;
Vice President, Investment Products Finance, Phoenix Home Life Mutual
Insurance Company; (until 1995).
AMY ROBINSON, 37, Vice President since 1989. Vice President, The Phoenix
Edge Series Fund, Phoenix Investment Counsel, Inc. and National Securities &
Research Corporation. Managing Director, Trading Common Stock, Phoenix Home
Life Mutual Insurance Company (1994-1995). Various positions with Phoenix
Home Life Mutual Insurance Company (1979-1994).
LEONARD J. SALTIEL, 41, Vice President since 1994. Vice President,
Investment Operations, Phoenix Home Life Mutual Insurance Company. Senior
Vice President, Phoenix Equity Planning Corporation. Vice President, Phoenix
Funds and National Securities & Research Corporation. Various positions with
Phoenix Home Life Mutual Insurance Company (1992-1994).
DOROTHY J. SKARET, 43, Vice President since 1990. Vice President, The
Phoenix Edge Series Fund, Phoenix Investment Counsel, Inc., National
Securities & Research Corporation, and Phoenix Realty Securities, Inc.
Director, Public Fixed Income, Phoenix Home Life Mutual Insurance Company
(until 1995). Various positions with Phoenix Home Life Mutual Insurance
Company (1986-1994).
JAMES D. WEHR, 38, Vice President since 1988. Vice President, The Phoenix
Edge Series Fund, Phoenix Series Fund, Phoenix California Tax-Exempt Bonds,
Inc., Phoenix Investment Counsel, Inc., and National Securities & Research
Corporation. Managing Director, Public Fixed Income, Phoenix Home Life Mutual
Insurance Company (until 1995). Various positions with Phoenix Home Life
Mutual Insurance Company (1981-1991).
G. JEFFREY BOHNE, 48, Secretary since 1993. Vice President and General
Manager, Phoenix Home Life Mutual Insurance Company; Vice President, Transfer
Agent Operations, Phoenix Equity Planning Corporation. Secretary, the Phoenix
Funds. Vice President, Home Life of New York Insurance Co. (1984-1992).
NANCY G. CURTISS, 43, Treasurer since 1994. Second Vice President and
Treasurer, Fund Accounting, Phoenix Home Life Mutual Insurance Company. Vice
President, Fund Accounting, Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds. Various positions with Phoenix Home Life Mutual Insurance
Company (1978-1994).
Audit, Nominating and Executive Committees
The Board of Trustees has an Audit Committee, a Nominating Committee and an
Executive Committee. The members are appointed at the first meeting of the
Board following a meeting of the shareholders at which Trustees are elected.
The members of the Audit Committee of the Fund include only Trustees who
are not interested persons of the Fund. The current members of the Audit
Committee are Messrs. C. Duane Blinn, E. Virgil Conway, James M. Oates,
Herbert Roth, Jr., Richard E. Segerson, and Lowell P. Weicker, Jr. none of
whom is an interested person, as that term is defined in the Investment
Company Act of 1940, of the Fund. The Audit Committee held four meetings
during the fiscal year ended October 31, 1995.
The Audit Committee meets with the Fund's auditors to review the scope of
auditing procedures, the adequacy of internal controls, compliance by the
Fund with the accounting, recordkeeping and financial reporting requirements
of
12
<PAGE>
the Investment Company Act of 1940, and the possible effect on Fund
operations of any new or proposed tax or other regulations applicable to
investment companies. The Committee reviews services provided to the Fund
pursuant to the Advisory Agreement and other service agreements to determine
if the Fund is receiving satisfactory services at reasonable prices; reviews
and recommends policies and practices relating to principles to be followed
in the conduct of Fund operations; makes an annual recommendation concerning
the appointment of auditors and approves all services provided by auditors.
The Audit Committee reports the results of its inquiries to the Board of
Trustees.
The Nominating Committee consists only of Trustees who are not interested
persons of the Fund. It recommends to the Board of Trustees persons to be
elected as Trustees. The Nominating Committee held one meeting during the
fiscal year ended October 31, 1995 and met on November 15, 1995. The
Nominating Committee currently consists of Messrs. Robert Chesek, Harry
Dalzell-Payne, Leroy Keith, Jr., Philip R. Reynolds 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 Trustee of the Fund.
The Executive Committee consists of three Trustees, two of whom are not
interested persons of the Fund. The Executive Committee is empowered to act
for the Board on matters that can be delegated to a committee. The Executive
Committee meets on an as-needed basis as appropriate between Board meetings.
Five meetings of the Board of Trustees were held during the fiscal year
ended October 31, 1995. During this fiscal year all but one of the Trustees
attended 100% of the meetings of the Board. None of the Trustees attended
fewer than 75% of the meetings of the Board. Each Trustee who served on the
Audit, Nominating or Executive Committee attended 100% of the Committee's
meetings.
Each Trustee who is not a full-time employee of the Investment Adviser or
any of its affiliates currently receives for his services on the Boards of
the relevant Phoenix Funds, a retainer at the annual rate of $30,000 and
$2,000 per joint meeting of the Boards. Each Trustee who serves on the Audit
Committee receives a retainer at the annual rate of $2,000 and $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
$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 $1,000 and $1,000 per joint
Executive Committee attended. For the Fund alone, each Trustee who is not a
full-time employee of the Investment Adviser or any of its affiliates
receives for his services a retainer at the annual rate of $3,000 and a fee
of $200 per meeting attended; each Trustee who serves on the Audit Committee
of the Fund receives a retainer at the annual rate of $200 and $200 per Audit
Committee meeting attended; each Trustee who serves on the Nominating
Committee of the Fund receives a retainer at the annual rate of $100 and
$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 $100 and $1,000 per joint
Executive Committee meeting attended. Officers are compensated for their
services by the Investment Adviser and receive no compensation from the Fund.
For services rendered to the Fund during the fiscal years ended October
31, 1993 and 1994 the Trustees received an aggregate of $66,068 and $121,247,
respectively, from the Fund as Trustees' fees. For services rendered to the
Fund during the fiscal year ended October 31, 1995, the Trustees of the Fund
received an aggregate of $118,120 as Trustees' fees.
13
<PAGE>
For the Fund's last fiscal year, the Trustees received the following
compensation:
COMPENSATION TABLE
Pension or Total
Retirement Compensation
Benefits Estimated From Fund and
Accrued Annual Fund Complex
Aggregate as Part of Benefits (10 Funds)
Compensation Fund Upon Paid
Name From Fund Expenses Retirement to Trustees
- ---------------------- ---------- ----------- ---------- -------------
C. Duane Blinn $13,480* $50,000
Robert Chesek $10,780 $40,000
E. Virgil Conway $13,750 $51,000
Harry Dalzell-Payne $11,310 $42,000
Leroy Keith, Jr. $10,790 None None $40,000
Philip R. McLoughlin $ 0 for any for any $ 0
James M. Oates $13,480 Trustee Trustee $50,000
Philip R. Reynolds $11,310 $42,000
Herbert Roth, Jr. $14,280* $53,000
Richard E. Segerson $13,480 $50,000
Lowell P. Weicker, Jr. $ 5,460 $21,000
*This compensation (and the earnings thereon) was deferred pursuant to the
Trustees Deferred Compensation Plan.
RECOMMENDATION
THE TRUSTEES RECOMMEND A VOTE "FOR" THE ELECTION
OF THE NOMINEES FOR TRUSTEES
PROPOSAL NO. 3
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
On the recommendation of the Audit Committee, the Trustees (including a
majority of those Trustees who are not interested persons of the Fund) have
selected Price Waterhouse LLP, independent accountants, as auditors for the
Fund for the fiscal year ending October 31, 1995. The Fund has been advised
that none of the partners of such firm have any financial interest in the
Fund. The selection of auditors is subject to ratification or rejection by
the shareholders at the meeting.
A representative of Price Waterhouse LLP, auditors for the Fund for the
fiscal year ended October 31, 1994, will be present at the meeting. The
representative will have the opportunity to make a statement and will be
available to respond to appropriate questions.
The Fund's auditors examine the financial statements of the Fund annually,
issue a report on internal controls and procedures for inclusion in
Securities and Exchange Commission filings for the year, review the Fund's
semi-annual financial statements and prepare or review the Fund's income tax
returns.
RECOMMENDATION
THE TRUSTEES RECOMMEND A VOTE "FOR" RATIFICATION
OF THE SELECTION OF AUDITORS
14
<PAGE>
PROPOSAL NO. 4
TO APPROVE OR NOT TO APPROVE
A CHANGE IN THE
FUND'S INVESTMENT RESTRICTIONS
TO EXPRESSLY PROHIBIT INVESTMENT
IN REAL ESTATE LIMITED PARTNERSHIPS
The Fund's fundamental investment policies, set forth as investment
restrictions in the Statement of Additional Information, currently contain a
general prohibition against making investments in real estate. Specifically,
investment restriction number 8 as set forth on page 12 of the Fund's current
Statement of Additional Information, reads as follows:
"The Trust may not . . .
Make investments in real estate . . . although (i) the Trust may purchase
securities of issuers which deal in real estate . . . and may purchase
securities which are secured by interests in real estate, specifically,
securities issued by real estate investment trusts . . ."
The Texas State Securities Board has required that, in order for the
Fund's securities to continue to be sold in Texas, the Fund undertake to
modify its investment restrictions to explicitly include reference to a
prohibition on investment in real estate limited partnerships. The Fund's
investment restrictions are fundamental policies which may not be changed
without shareholder approval. Accordingly, the Fund has notified the Texas
State Securities Board that this amendment would be presented to the
shareholders for approval. Because the Fund has not invested, and does not
anticipate investing, in real estate limited partnerships, this change should
have no impact on the Fund's investments or the Investment Adviser. The Fund
and all shareholders should benefit from the Fund's ability to sell its
shares in the State of Texas.
Under the proposed amendment, the investment restriction number 8
regarding real estate as set forth above would be revised by inserting the
words "(including real estate limited partnerships)" after the words "[M]ake
investments in real estate. . ."
RECOMMENDATION
THE TRUSTEES RECOMMEND A VOTE "FOR" THE
APPROVAL OF THE PROPOSED AMENDMENT TO THE
FUND'S INVESTMENT RESTRICTIONS
PROPOSAL NO. 5
TO APPROVE OR NOT APPROVE A CHANGE IN THE FUND'S INVESTMENT
RESTRICTIONS TO CLARIFY THE AMOUNT OF SECURITIES OF AN ISSUER THAT
MAY BE PURCHASED.
Under the 1940 Act, a management company is considered "diversified" if,
among other things, its investments are limited with respect to any one
issuer to not more than 10% of the outstanding voting securities of such
issuer. The Fund's fundamental investment policies, set forth as investment
restrictions in the Statement of Additional Information, currently contain a
provision concerning the amount of securities of an issuer that may be
purchased. Specifically, investment restriction number 1 as set forth on page
12 of the Fund's current Statement of Additional Information, provides that:
15
<PAGE>
The Trust may not . . .
"Purchase for any Series securities of any issuer, other than obligations
issued or guaranteed as to principal and interest by the United States
Government or its agencies or instrumentalities, if immediately thereafter
(i) more than 5% of such Series' total assets (taken at market value) would
be invested in the securities of such issuer or (ii) more than 10% of the
outstanding securities of any class of such issuer would be held by such
Series or by all Series of the Trust in the aggregate."
Under the proposed amendment, investment restriction (ii) would be revised
to more closely track the language and intent of 1940 Act section 5(b)(1) by
specifying a limit of "(ii) [not] more than 10% of the outstanding debt or
more than 10% of the outstanding voting securities of an issuer . . ."
RECOMMENDATION
THE TRUSTEES RECOMMEND A VOTE "FOR" THE APPROVAL OF THE
PROPOSED AMENDMENT TO THE FUND'S INVESTMENT RESTRICTIONS
PROPOSAL NO 6.
MISCELLANEOUS
As of the date of this Proxy Statement, the Fund's management knows of no
other matters to be brought before this meeting. However, if other matters
properly come before this meeting, the persons named in the enclosed proxy
will vote in accordance with their judgment on such matters.
VOTES REQUIRED
The shares of all Series will be voted together with respect to the
Proposals. The Vote of a Majority of the Outstanding Shares of the Fund (as
defined in the 1940 Act) is necessary for the approval of each Proposal. For
this purpose, the Vote of a Majority of the Outstanding Shares of the Fund
means the lesser of (A) the vote of 67% or more of the holders of the shares
of the Fund present at the meeting if the holders of more than 50% of the
outstanding shares are present or represented by proxy or (B) the vote of the
holders of more than 50% of the outstanding shares of the Fund.
PROPOSALS FOR NEXT MEETING OF SHAREHOLDERS
The next meeting of Shareholders is scheduled to be held in 1999.
Proposals by any Shareholder of the Fund which are intended to be presented
at the meeting must be received by the Fund for inclusion in its proxy
statement and form of proxy relating to such meeting on or before December
31, 1998.
By Order of the Board of Trustees,
G. Jeffrey Bohne, Secretary
Greenfield, Massachusetts
January 26, 1996
16
<PAGE>
PHOENIX SERIES FUND PROXY
101 Munson Street
Greenfield, Massachusetts 01301
Proxy for a Special Meeting of Shareholders
February 20, 1996
The undersigned shareholder of Phoenix Series Fund (the "Fund"), hereby
constitutes and appoints Philip R. McLoughlin, Thomas N. Steenburg and Richard
J. Wirth, 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 on the
reverse) at the Special Meeting of Shareholders of the Fund to be held on
February 20, 1996 at the offices of the Fund, 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 on
the reverse. Any proxies heretofore given by the undersigned with respect to
said meeting are hereby revoked.
The signature on this Proxy should correspond exactly with the
shareholder's name as it appears hereon. In the case of joint tenancies,
co-executors or co-trustees, all should sign. Persons signing as attorney,
executor, administrator, trustee or guardian should give their full title.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES WHO RECOMMEND
A VOTE "FOR" EACH OF THE PROPOSALS.
[ ] Please mark votes as in this Example.
PROPOSAL 1. APPROVAL OF AMENDMENT TO DECLARATION OF TRUST
REGARDING THE PERMITTED NUMBER OF TRUSTEES
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
PROPOSAL 2. ELECTION OF TRUSTEES
Withhold For All
For Authority Except*
To fix the number of Trustees at fourteen and [ ] [ ] [ ]
elect Trustees (except as marked to the
contrary below)
D. Blinn, R. Chesek, V. Conway, H. Dalzell-Payne, F. Jeffries, L. Keith,
P. McLoughlin, E. Morris, J. Oates, C.Pedersen, P. Reynolds, H. Roth,
R. Segerson and L. Weicker.
*(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "FOR ALL EXCEPT" box and strike a line through the nominee's name. Unless
authority is withheld to vote for all nominees, the persons named as proxies
shall vote to fix the number of Trustees at fourteen.)
PROPOSAL 3. RATIFICATION OF SELECTION OF PRICE WATERHOUSE LLP AS
AUDITORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 4. APPROVAL OF AMENDMENT TO INVESTMENT RESTRICTIONS
REGARDING REAL ESTATE LIMITED PARTNERSHIPS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 5. APPROVAL OF AMENDMENT TO INVESTMENT RESTRICTIONS
REGARDING LIMITS ON INVESTMENTS IN AN ISSUER
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 6. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF
<PAGE>
SPECIFY DESIRED ACTION BY CHECK MARK IN THE APPROPRIATE SPACE. IN THE ABSENCE OF
SUCH SPECIFICATION, THE PERSONS NAMED PROXIES HAVE DISCRETIONARY AUTHORITY,
WHICH THEY INTEND TO EXERCISE BY VOTING SHARES REPRESENTED BY THIS PROXY FOR THE
ELECTION OF TRUSTEES AND IN FAVOR OF THE PROPOSALS. PLEASE RETURN THIS PROXY
CARD PROMPTLY BY USING THE ENCLOSED ENVELOPE.
Dated: __________________________, 19___
--------------------------------------
--------------------------------------
Signature of Shareholder(s)
The signature on this Proxy should correspond exactly with the
shareholder's name as it appears hereon. In the case of joint
tenancies, co-executors or co-trustees, all should sign. Persons
signing as attorney, executor, administrator, trustee or guardian
should give their full title.
proxy\psf4
