SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
240.14a-12
PHOENIX SERIES FUND
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Pamela S. Sinofsky
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
<PAGE>
<TABLE>
<S> <C> <C>
PHOENIX EQUITY PLANNING CORPORATION 101 Munson Street Toll Free 800 243-1574
PO Box 88
Greenfield, MA 01301
</TABLE>
[LOGO] PHOENIX
INVESTMENT PARTNERS
September 28, 2000
Dear Shareholder:
We are pleased to enclose the proxy statement for the November 16, 2000
special shareholders' meeting being held for the Phoenix-Duff & Phelps Core Bond
Fund, Phoenix-Engemann Aggressive Growth Fund, Phoenix-Engemann Capital Growth
Fund, Phoenix-Goodwin High Yield Fund, Phoenix-Goodwin Money Market Fund and
Phoenix-Oakhurst Balanced Fund. Please take the time to read the proxy statement
and cast your vote, because the changes are important to you as a shareholder.
We are asking shareholders of each Fund to approve a tax-free
reorganization of each Fund into a series of a Delaware business trust and to
approve changes to each Fund's fundamental investment restrictions. This is part
of our effort to integrate all of our mutual funds by adopting a single business
form, domicile, form of charter and set of fundamental investment restrictions.
The reorganization will not change the name, investment objective, investment
adviser or portfolio manager for any of the Funds, and the value of your
investment immediately after the reorganization will be the same as it was
immediately before the reorganization. We do not presently anticipate that these
changes will have any material impact on the investment techniques already
utilized for each Fund.
We are also asking shareholders of the Phoenix-Engemann Aggressive Growth
Fund to approve a new investment advisory agreement with Phoenix Investment
Counsel, Inc. ("Phoenix") and a new investment subadvisory agreement with Roger
Engemann & Associates, Inc. ("Engemann"). The new agreements will increase the
rate of advisory fees payable by the Aggressive Growth Fund to Phoenix and the
rate of subadvisory fees payable by Phoenix to Engemann.
Your Board of Trustees believes that the proposals described in the proxy
statement are in the best interests of shareholders. The Board of Trustees has
unanimously recommended that shareholders for each of the Funds vote for the
proposals. Should you have any questions, please feel free to call us at 1(800)
243-1574. We will be happy to answer any questions you may have.
I URGE EACH SHAREHOLDER TO PROMPTLY MARK, SIGN AND RETURN THE ENCLOSED
PROXY.
Sincerely,
/s/ Philip R. McLoughlin
Philip R. McLoughlin
President, Phoenix Series Fund
This letter has been prepared solely for the
information of existing shareholders.
This letter is not authorized for distribution to prospective investors.
Distributed by PHOENIX EQUITY PLANNING CORPORATION, member NASD and subsidiary
of Phoenix Investment Partners, Ltd.
<PAGE>
PHOENIX-DUFF & PHELPS CORE BOND FUND
PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
PHOENIX-GOODWIN HIGH YIELD FUND
PHOENIX-GOODWIN MONEY MARKET FUND
PHOENIX-OAKHURST BALANCED FUND
EACH A SERIES OF PHOENIX SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
1 (800) 243-1574
--------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 16, 2000
--------------------
To the Shareholders:
Phoenix Series Fund, a Massachusetts business trust (the "Trust"), will
hold a special meeting of shareholders of Phoenix-Duff & Phelps Core Bond Fund,
Phoenix-Engemann Aggressive Growth Fund, Phoenix-Engemann Capital Growth Fund,
Phoenix-Goodwin High Yield Fund, Phoenix-Goodwin Money Market Fund, and
Phoenix-Oakhurst Balanced Fund (collectively, the "Funds," and each
individually, a "Fund") at the offices of the Trust, 101 Munson Street,
Greenfield, Massachusetts 01301 on November 16, 2000 at 2:00 p.m., local time,
for the following purposes:
1. To consider and act upon a proposal to approve an Agreement and Plan
of Reorganization which provides for the reorganization of the Trust
into a Delaware business trust.
2. To amend the fundamental investment restriction of each Fund regarding
diversification.
3. To amend the fundamental investment restriction of each Fund regarding
concentration.
4. To amend the fundamental investment restriction of each Fund regarding
borrowing.
5. To amend the fundamental investment restriction of each Fund regarding
the issuance of senior securities.
6. To amend the fundamental investment restriction of each Fund regarding
underwriting.
7. To amend the fundamental investment restriction of each Fund regarding
investing in real estate.
8. To amend the fundamental investment restriction of each Fund regarding
investing in commodities.
9. To amend the fundamental investment restriction of each Fund regarding
lending.
10. To eliminate the fundamental investment restriction of each Fund
regarding joint trading.
11. To eliminate the fundamental investment restriction of each Fund
regarding pledging of assets.
12. To eliminate the fundamental investment restriction of each Fund
regarding short sales.
13. To eliminate the fundamental investment restriction of each Fund
regarding the purchase of securities on margin.
14. To eliminate the fundamental investment restriction of each Fund
regarding officer or trustee ownership of securities.
15. To eliminate the fundamental investment restriction of each Fund
regarding the purchase of securities of other investment companies.
<PAGE>
16. To eliminate the fundamental investment restriction of each Fund
regarding investing in companies for the purpose of exercising
management or control.
17. To eliminate the fundamental investment restriction of each Fund
regarding investing in oil, gas or other mineral exploration or
development programs.
18. To eliminate the fundamental investment restriction of each Fund
regarding investing in and writing puts, calls, and straddles.
19. To eliminate the fundamental investment restriction of each Fund
regarding the purchase of illiquid securities.
20. To eliminate the fundamental investment restriction of each Fund
regarding securities lending.
21. To eliminate the fundamental investment restriction of each Fund
regarding the purchase of securities of unseasoned issuers.
(PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND SHAREHOLDERS ONLY)
(a) To approve an amendment to the investment advisory agreement
between the Trust and Phoenix Investment Counsel, Inc.
("Phoenix").
(b) To approve an amendment to the subadvisory agreement between
Phoenix and Roger Engemann & Associates, Inc. ("Engemann").
23. To consider and act upon any other business as may properly come
before the meeting and any adjournments thereof.
You are entitled to vote at the meeting and any adjournment(s) thereof if
you owned shares of any of the Funds at the close of business on September 18,
2000.
Whether or not you plan to attend the meeting in person, please vote your
shares. As a convenience to our shareholders, you may now vote in any one of the
following ways:
o by telephone, with a toll-free call to the number listed on the
enclosed proxy card and following recorded instructions;
o by mail, with the enclosed proxy card and postage-paid
envelope; or
o in person at the meeting.
We encourage you to vote by telephone, using the control number that
appears on your enclosed proxy card. Use of telephone voting will reduce the
time and costs associated with this proxy solicitation. Whichever method you
choose, please read the enclosed proxy statement carefully before you vote.
PLEASE RESPOND - WE ASK THAT YOU VOTE PROMPTLY IN
ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION. YOUR VOTE IS IMPORTANT.
By Order of the Board of Trustees
of Phoenix Series Fund,
G. JEFFREY BOHNE
Secretary
<PAGE>
PHOENIX-DUFF & PHELPS CORE BOND FUND
PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
PHOENIX-GOODWIN HIGH YIELD FUND
PHOENIX-GOODWIN MONEY MARKET FUND
PHOENIX-OAKHURST BALANCED FUND
EACH A SERIES OF PHOENIX SERIES FUND
---------------
PROXY STATEMENT
---------------
MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the solicitation
by the Board of Trustees of Phoenix Series Fund (the "Trust") of proxies to be
used at a meeting of the shareholders of Phoenix-Duff & Phelps Core Bond Fund,
Phoenix-Engemann Aggressive Growth Fund, Phoenix-Engemann Capital Growth Fund,
Phoenix-Goodwin High Yield Fund, Phoenix-Goodwin Money Market Fund, and
Phoenix-Oakhurst Balanced Fund (collectively, the "Funds," and each
individually, a "Fund") and at any adjournment(s) thereof. The meeting will be
held at the offices of the Trust, 101 Munson Street, Greenfield, Massachusetts
01301 on November 16, 2000 at 2:00 p.m., local time.
The purposes of the meeting are to consider a plan to reorganize the Trust
from a Massachusetts business trust into a new Delaware business trust (the
"Delaware Trust") and to consider changes to the fundamental investment
restrictions of each Fund. In the reorganization, each of the Funds will become
a series of the Delaware Trust. To accomplish the reorganization, the Delaware
Trust has been formed and new series (the "New Funds") will be established as
series of the Delaware Trust. Each New Fund will have the same classes of shares
as the classes of the corresponding existing Fund. A form of the Agreement and
Plan of Reorganization is attached as Appendix A. The proposed investment
restriction changes will not change the investment objective or principal
investment strategy of any of the Funds. The reorganization will not change the
name, investment objective or principal investment strategy, investment adviser,
independent accountant, or fiscal year of any of the Funds. Each shareholder
will own the same number of shares of their New Fund immediately after the
reorganization as the number of Fund shares owned by the shareholder on the
closing of the reorganization. Each New Fund will offer the same shareholder
services as its predecessor Fund.
Shareholders of the Phoenix-Engemann Aggressive Growth Fund ("Aggressive
Growth Fund") are also being asked to approve a new investment advisory
agreement with Phoenix Investment Counsel, Inc. ("Phoenix") and a new investment
subadvisory agreement with Roger Engemann & Associates, Inc. ("Engemann").
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about September 28, 2000. The shareholders of each Fund
will vote on the proposals as indicated in the table below:
<PAGE>
<TABLE>
<CAPTION>
PHOENIX-DUFF & PHELPS CORE BOND FUND
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
PHOENIX-GOODWIN HIGH YIELD FUND PHOENIX-ENGEMANN
PHOENIX-GOODWIN MONEY MARKET FUND AGGRESSIVE
PROPOSAL PHOENIX-OAKHURST BALANCE FUND GROWTH FUND
-------- ----------------------------- -----------
<S> <C> <C>
1. To consider and act upon a
proposal to approve an
Agreement and Plan of
Reorganization which X X
provides for the
reorganization of the Trust
into a Delaware business
trust.
2. To amend the fundamental
investment restriction of X X
each Fund regarding
diversification.
3. To amend the fundamental
investment restriction of X X
each Fund regarding
concentration.
4. To amend the fundamental
investment restriction of X X
each Fund regarding
borrowing.
5. To amend the fundamental
investment restriction of
each Fund regarding the X X
issuance of senior
securities.
6. To amend the fundamental
investment of each Fund X X
regarding underwriting.
7. To amend the fundamental
investment of each Fund X X
regarding investing in real
estate.
8. To amend the fundamental
investment of each Fund X X
regarding investing in
commodities.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PHOENIX-DUFF & PHELPS CORE BOND FUND
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
PHOENIX-GOODWIN HIGH YIELD FUND PHOENIX-ENGEMANN
PHOENIX-GOODWIN MONEY MARKET FUND AGGRESSIVE
PROPOSAL PHOENIX-OAKHURST BALANCE FUND GROWTH FUND
-------- ----------------------------- -----------
<S> <C> <C>
9. To amend the fundamental
investment of each Fund X X
regarding lending.
10. To eliminate the fundamental
investment restriction of X X
each Fund regarding joint
trading.
11. To eliminate the fundamental
investment restriction of X X
each Fund regarding pledging
of assets.
12. To eliminate the fundamental
investment restriction of X X
each Fund regarding short
sales.
13. To eliminate the fundamental
investment restriction of
each Fund regarding the X X
purchase of securities on
margin.
14. To eliminate the fundamental
investment restriction of
each Fund regarding officer X X
or trustee ownership of
securities.
15. To eliminate the fundamental
investment restriction of
each Fund regarding the X X
purchase of securities of
other investment companies.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PHOENIX-DUFF & PHELPS CORE BOND FUND
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
PHOENIX-GOODWIN HIGH YIELD FUND PHOENIX-ENGEMANN
PHOENIX-GOODWIN MONEY MARKET FUND AGGRESSIVE
PROPOSAL PHOENIX-OAKHURST BALANCE FUND GROWTH FUND
-------- ----------------------------- -----------
<S> <C> <C>
16. To eliminate the fundamental
investment restriction of
each Fund regarding X X
investing in companies for
the purpose of exercising
management or control.
17. To eliminate the fundamental
investment restriction of
each Fund regarding
investments in oil, gas or X X
other mineral exploration or
development programs.
18. To eliminate the fundamental
investment restriction of
each Fund regarding
investing in and writing X X
puts, calls, and straddles.
19. To eliminate the fundamental
investment restriction of
each Fund regarding the X X
purchase of illiquid
securities.
20. To eliminate the fundamental
investment restriction of
each Fund regarding X X
securities lending.
21. To eliminate the fundamental
investment restriction of
each Fund regarding the X X
purchase of securities of
unseasoned issuers.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PHOENIX-DUFF & PHELPS CORE BOND FUND
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
PHOENIX-GOODWIN HIGH YIELD FUND PHOENIX-ENGEMANN
PHOENIX-GOODWIN MONEY MARKET FUND AGGRESSIVE
PROPOSAL PHOENIX-OAKHURST BALANCE FUND GROWTH FUND
-------- ----------------------------- -----------
<S> <C> <C>
22. (a) To approve an amendment to
the advisory agreement X
between the Trust and Phoenix.
(b) To approve an amendment
to the subadvisory agreement X
between Phoenix and Engemann.
</TABLE>
VOTING INFORMATION
Shareholders of record of the Funds at the close of business on September
18, 2000 will be entitled to vote at the meeting or at any adjournments thereof.
As of the record date, there were issued and outstanding 14,647,281.756 shares
of Phoenix-Duff & Phelps Core Bond Fund, 21,275,831.405 shares of
Phoenix-Engemann Aggressive Growth Fund, 100,488,225.865 shares of
Phoenix-Engemann Capital Growth Fund, 56,089,965.552 shares of Phoenix-Goodwin
High Yield Fund, 206,399,313.466 shares of Phoenix-Goodwin Money Market Fund
(the "Money Market Fund") and 83,343,981.401 shares of Phoenix-Oakhurst Balanced
Fund.
Shareholders are entitled to one vote for each share held and a
proportionate vote for each fractional share held. Shareholders of each Fund
will vote separately on each proposal. The holders of a majority of the
outstanding shares of each Fund entitled to vote shall constitute a quorum for
the meeting for that Fund, but any lesser number shall be sufficient for
adjournments. A quorum being present, the approval of each proposal requires the
vote of the lesser of (i) 67% or more of the eligible votes of the Fund present
at the meeting if more than 50% of the eligible votes of the Fund are present in
person or by proxy or (ii) more than 50% of the eligible votes of a Fund. The
reorganization will not take place unless each Fund of the Trust separately
approves Proposal 1. If the reorganization is not approved by all of the Funds
of the Trust, the Trust will continue as a Massachusetts business trust and the
Board of Trustees of the Trust may consider other alternatives that it views as
being in the best interests of the shareholders of the Funds. If shareholders of
a Fund do not approve the proposed change to a fundamental investment
restriction, the existing restriction will remain in effect for that Fund only.
For purposes of determining the presence of a quorum for transacting
business at the meeting and for determining whether sufficient votes have been
received for approval of the proposals to be acted upon at the meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting, but which have not been
voted. For this reason, abstentions and broker non-votes will assist a Fund in
obtaining a quorum, but both have the practical effect of a "no" vote for
purposes of obtaining the requisite vote for approval of the proposals.
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of any one or more of the proposals have
not been obtained, then the persons named as proxies may propose one or more
adjournments of the meeting without further notice to shareholders to permit
further solicitation of proxies provided such persons determine, after
consideration of all relevant factors, including the nature of the proposals,
the percentage of votes then cast, the percentage of negative votes then cast,
the nature of the proposed solicitation activities and the nature of the reasons
for such further solicitation, that an adjournment and additional solicitation
is reasonable and in the interests of shareholders. When voting on a proposed
adjournment, the persons named as proxies will vote for the proposed adjournment
all shares that they are entitled to vote with respect to each proposal, unless
directed to vote
5
<PAGE>
against the proposal, in which case such shares will be voted against the
proposed adjournment with respect to that proposal.
If the meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting at which the adjournment is taken, unless a new
record date of the adjourned meeting is fixed. At any adjourned meeting, the
Trust may transact any business which might have been transacted at the original
meeting.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with the shareholder's direction, as indicated thereon, if the proxy
card is received and is properly executed. If the shareholder properly executes
a proxy and gives no voting instructions with respect to a proposal, the shares
will be voted in favor of such proposal. The proxies, in their discretion, may
vote upon such other matters as may properly come before the meeting. The Board
of Trustees of the Trust is not aware of any other matters to come before the
meeting.
REVOCATION OF PROXIES
Any shareholder who has given a proxy has the right to revoke the proxy any
time prior to its exercise:
o by written notice of the proxy's revocation to the Secretary of the
Trust at the above address prior to the meeting;
o by the subsequent execution and return of another proxy prior to the
meeting;
o by submitting a subsequent telephone vote; or
o by being present and voting in person at the meeting and giving oral
notice of revocation to the Chairman of the meeting.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers and employees
of Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. The Trust may also use one or more proxy
solicitation firms to assist with the mailing and tabulation effort and any
special personal solicitation of proxies. Banks, brokers, fiduciaries and
nominees will, upon request, be reimbursed by the Funds for their reasonable
expenses in sending proxy material to beneficial owners of shares of the Funds.
The cost of the solicitation of proxies will be borne by the Funds. Certain
solicitation costs will be directly attributable to the Funds or to one or more
other Phoenix mutual funds soliciting shareholder approval at about the same
time, while other expenses of solicitation will not be directly attributable to
any specific Phoenix mutual fund. Solicitation costs that are directly
attributable to a particular Phoenix mutual fund will be borne by that mutual
fund. All other solicitation expenses will be allocated pro rata based on the
number of shareholder accounts of each Phoenix mutual fund. D.F. King and Co.,
Inc., a proxy solicitation firm, has been engaged by the Trust to act as
solicitor and will receive fees estimated at $18,000, plus reimbursement of
out-of-pocket expenses. The agreement with D.F. King provides that D.F. King
will perform various proxy solicitation services in connection with the meeting,
such as contacting shareholders and providing information with respect to
matters to be considered at the meeting.
If a shareholder wishes to participate in the meeting, but does not wish to
authorize the execution of a proxy by telephone, the shareholder may still
submit the proxy form included with this proxy statement or attend the meeting
in person.
SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of September 1, 2000 with
respect to each person who owns of record or is known by the Trust to own of
record or beneficially own 5% or more of any class of any of the Funds:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME OF SHAREHOLDER FUND AND CLASS THE CLASS NUMBER OF SHARES
------------------- -------------- --------- ----------------
<S> <C> <C> <C>
MLPF&S for the Sole Core Bond Fund Class B 23.48% 227,189.709
Benefit of its Customers Aggressive Growth Fund Class B 9.12% 179,098.949
Attn: Fund Administration High Yield Fund Class B 20.38% 1,389,125.474
4800 Deer Lake Dr. E. 3rd Fl. High Yield Fund Class C 30.19% 140,062.943
Jacksonville, FL 32246-6484
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME OF SHAREHOLDER FUND AND CLASS THE CLASS NUMBER OF SHARES
------------------- -------------- --------- ----------------
<S> <C> <C> <C>
Phoenix Equity Planning Corp Core Bond Fund Class C 48.06% 11,755.512
Attn: Corporate Accounting Dept Money Market Fund Class A 7.99% 15,373,825.030
C/O Gene Charon Controller Money Market Fund Class C 7.64% 103,846.640
100 Bright Meadow Boulevard
Enfield, CT 06082-1957
State Street Bank & Trust Co. Core Bond Fund Class C 16.10% 3,937.763
Cust for the IRA Rollover of
Richard A. Esten
411B Reach Road
Deer Isle, ME 04627
State Street Bank & Trust Co. Core Bond Fund Class C 11.03% 2,697.938
Cust for the IRA of
Tomas J. Gillett
3672 Tamarac Lane
Eau Claire, WI 54701-7264
State Street Bank & Trust Co. Core Bond Fund Class C 10.85% 2,653.696
Cust for the IRA of
Elizabeth Gillett
3672 Tamarac Lane
Eau Claire, WI 54701-7264
PaineWebber for the Benefit of Core Bond Fund Class C 5.41% 1,322.707
PaineWebber CDN FBO
Richard G. Wilson
P.O. Box 3321
Weehawken, NJ 07087-8154
TTEES of Phoenix Savings and Aggressive Growth Fund Class A 5.33% 1,038,816.745
Investment Plan Money Market Fund Class A 5.26% 10,116,964.534
C/O Suzettee Louro
100 Bright Meadow Boulevard
P.O. Box 1900
Enfield, CT 06083
NFSC FEBO High Yield Fund Class C 6.45% 29,923.832
Laborers' INTL of NA Local 860
4220 Prospect Avenue
Cleveland, OH 44103-4367
Phoenix Investment Partners, Ltd. Money Market Fund Class A 5.99% 11,520,345.020
PEPCO Corporate
Accounting Dept
Attn: Gene Charon
100 Bright Meadow Boulevard
Enfield, CT 06082-1957
State Street Bank & Trust Co. Money Market Fund Class C 5.71% 77,604.710
Cust for the SEP IRA of
Christian Carlson
1110 24th Avenue, East
Seattle, WA 98112-3608
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME OF SHAREHOLDER FUND AND CLASS THE CLASS NUMBER OF SHARES
------------------- -------------- --------- ----------------
<S> <C> <C> <C>
State Street Bank & Trust Co. Money Market Fund Class C 14.13% 191,959.290
Cust for the IRA of
Edward T. Harley
289 Belmont Road
KNG of Prussa, PA 19406-2002
State Street Bank & Trust Co. Money Market Fund Class C 29.97% 407,200.190
Cust for the IRA Rollover of
Rolf E. Werner
1106 Plank Road
Webster, NY 14580-8511
Geoffrey S. Weiner Money Market Fund Class C 6.75% 91,716.300
Fredrica J. Weiner JT WROS
53 Munnisunk Drive
Simsbury, CT 06070
State Street Bank & Trust Co. Money Market Fund Class C 6.71% 91,147.340
Cust for the IRA Rollover of
Cynthia Chase
54 Roosevelt Avenue
Lake Hiawatha, NJ 07034-2118
</TABLE>
On September 1, 2000, the Trustees and officers as a group owned
beneficially less than one percent of the Trust's outstanding shares.
A COPY OF THE TRUST'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER UPON REQUEST TO PHOENIX EQUITY
PLANNING CORPORATION, 100 BRIGHT MEADOW BOULEVARD, P.O. BOX 2200, ENFIELD,
CONNECTICUT 06083-2200. SHAREHOLDERS MAY ALSO CALL PHOENIX EQUITY PLANNING
CORPORATION TOLL-FREE AT (800) 243-1574.
PROPOSAL 1
TO REORGANIZE THE TRUST AS A DELAWARE BUSINESS TRUST
The Board of Trustees has proposed that the shareholders of the Trust
approve the reorganization of the Trust in accordance with the form of the
Agreement and Plan of Reorganization attached to this proxy statement as
Appendix A and as described in detail in this proxy statement.
REASONS FOR THE PROPOSED REORGANIZATION
The reorganization is one of a series of proposed transactions in which
mutual funds managed by Phoenix Investment Counsel, Inc. ("Phoenix") and its
affiliates (the "Phoenix Funds") would be reorganized as series of newly created
Delaware business trusts. Each such trust would have a substantially similar
trust instrument and common fundamental investment restrictions. Because many of
these funds began operations outside of the Phoenix organization, they have a
variety of different domiciles, business forms, charter provisions and
fundamental investment restrictions. Management believes that further
integrating all of the Phoenix Funds by adopting a single business form,
domicile, form of trust instrument and fundamental investment restrictions
offers the opportunity for operational efficiencies that will benefit all
shareholders.
In recent years, many mutual funds have reorganized as Delaware business
trusts. The Trustees believe that the proposed Delaware business trust form
provides the most flexible and cost efficient method of providing different
investment vehicles to present and prospective shareholders. Phoenix believes
that the use of a common form of organization will help in the administration of
the Funds. Delaware law offers a mutual fund certain advantages compared with
Massachusetts law. Delaware law provides that the shareholders and trustees of a
Delaware business trust are not liable for obligations of the trust. Under
Massachusetts law, shareholders and trustees are potentially liable
8
<PAGE>
for trust obligations. Although the risk of this liability is remote, the
Trustees have determined that Delaware law should afford greater protection
against potential shareholder and trustee liability. Similarly, Delaware law
provides that no series of a Delaware business trust is liable for the debts of
another series. This is another potential, although remote, risk in the case of
a Massachusetts business trust.
It is anticipated that under the Delaware trust instrument, the Delaware
Trust will be required to have fewer shareholder meetings, potentially further
reducing costs. Delaware law affords the Trustees the ability to adapt the
Delaware Trust to future contingencies; for example, the Trustees have the power
to amend the Delaware trust instrument, merge or consolidate the New Funds with
another entity and to change the Delaware Trust's domicile, in each case without
a shareholder vote. Any exercise of this authority by the Trustees will be
subject to applicable federal law. Although the Trustees will have the authority
to take these actions in the future without a shareholder vote, they are not
required to do so, and may determine that it is appropriate to submit one or
more of these actions to the shareholders for approval. This flexibility should
help to assure that the Delaware Trust always operates under the most advanced
form of organization, and is intended to reduce the expense and frequency of
future shareholder meetings for non-investment-related operational issues. For a
more detailed comparison of the Trust's current Massachusetts trust instrument
and the proposed Delaware trust instrument, see "Certain Comparative Information
about the Trust and the Delaware Trust" on page 13.
THE AGREEMENT AND PLAN OF REORGANIZATION
The reorganization consists of several steps that will occur on the closing
date following shareholder approval. First, each of the Funds will transfer all
of its assets to a corresponding New Fund in exchange solely for all of the
shares of such New Fund. Each New Fund will also assume all of the liabilities
of its predecessor Fund. Immediately thereafter, each Fund will liquidate and
distribute shares of the corresponding New Fund to its shareholders in exchange
for their shares of that Fund. This will be accomplished by opening an account
on the books of the corresponding New Fund in the name of each shareholder of
record of the Fund and by crediting to each account the shares due in the
reorganization. Every shareholder will own the same number of shares of the
corresponding class of the New Fund as the number of Fund shares held by the
shareholder in each class of the Fund immediately before the reorganization.
The reorganization is subject to a number of conditions set forth in the
reorganization agreement. Certain of these conditions may be waived by the Board
of Trustees. The significant conditions which may not be waived include: (a) the
receipt by the Trust and the Delaware Trust of opinions of counsel as to certain
federal income tax aspects of the reorganization and (b) the approval of the
reorganization agreement by the shareholders of each of the Funds of the Trust.
The reorganization agreement may be terminated and the reorganization abandoned
at any time, before or after approval by the shareholders of the Funds prior to
the closing date, by the Board of Trustees. In addition, the reorganization
agreement may be amended by the Board of Trustees. However, the reorganization
agreement may not be amended subsequent to the shareholders' meeting in a manner
that would change the method for determining the number of shares to be issued
to shareholders of the existing Funds without shareholder approval.
The closing of the reorganization is scheduled to occur on the second
Thursday after the conditions to closing set forth in the reorganization
agreement are satisfied or waived. Phoenix currently anticipates that the
closing will occur on or about November 30, 2000.
The reorganization agreement authorizes each Fund, as the sole shareholder
of the corresponding New Fund prior to the distribution of shares of the New
Fund to Fund shareholders, to:
o elect trustees of the Delaware Trust;
o approve an investment management agreement with Phoenix with respect to
each of the Funds, except the Phoenix-Duff & Phelps Core Bond Fund;
o approve an investment management agreement with Duff & Phelps
Investment Management Co. with respect to Phoenix-Duff & Phelps Core
Bond Fund;
o approve an investment subadvisory agreement with Roger Engemann &
Associates, Inc. with respect to each of the Phoenix-Engemann
Aggressive Growth Fund and the Phoenix-Engemann Capital Growth Fund;
and
o ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants for the New Funds.
9
<PAGE>
Following the completion of the reorganization, the Trustees intend to take
all appropriate and necessary action to liquidate and dissolve the Trust under
the laws of the Commonwealth of Massachusetts.
MANAGEMENT AND OTHER SERVICE PROVIDERS
Phoenix, the current adviser of each of the Funds except for the
Phoenix-Duff & Phelps Core Bond Fund, will continue to serve as investment
adviser to each of the New Funds except for the Phoenix-Duff & Phelps Core Bond
Fund following the reorganization. Duff & Phelps Investment Management Co.
("Duff & Phelps"), the current adviser of the Phoenix-Duff & Phelps Core Bond
Fund, will continue to serve as investment adviser to the Phoenix-Duff & Phelps
Core Bond Fund following the reorganization. Roger Engemann & Associates, Inc.
("Engemann"), the current subadviser to the Phoenix-Engemann Aggressive Growth
Fund and the Phoenix-Engemann Capital Growth Fund will continue to serve as
subadviser to the Phoenix-Engemann Aggressive Growth Fund and the
Phoenix-Engemann Capital Growth Fund following the reorganization.
The reorganization agreement authorizes each Fund, while it is the sole
shareholder of the corresponding New Fund, to approve a new investment advisory
agreement with Phoenix (with Duff & Phelps for the Phoenix-Duff & Phelps Core
Bond Fund), and a new investment subadvisory agreement with the current
subadviser.
The investment advisory agreement with Phoenix for each of the New Funds
other than the Phoenix-Engemann Aggressive Growth Fund will be substantially
identical to the agreements currently in effect. The rate of advisory fees
payable under the investment advisory agreements for each of the New Funds other
than the Phoenix-Engemann Aggressive Growth Fund will be the same as under the
current agreements. In the case of the Phoenix-Engemann Aggressive Growth Fund,
if Proposal 22(a) is approved, the rate of advisory fee will be increased as
described in Proposal 22(a). If Proposal 22(a) is not approved, the rate of
advisory fee following the reorganization will be the same as the current fee.
It is anticipated that the Board of Trustees of the Delaware Trust will approve
new advisory agreements at its November 2000 meeting that include certain
non-substantive changes from the existing agreement, including the removal of
references to funds that are no longer offered, updates of fund names to reflect
prior changes in fund names and the use of a separate advisory agreement with
Duff & Phelps for the Duff & Phelps Core Bond Fund.
Phoenix acts as the investment adviser for 14 fund companies totaling 37
mutual funds, as subadviser to two fund companies totaling three mutual funds,
and as adviser to institutional clients. Phoenix has acted as an investment
adviser for over sixty years. As of December 31, 1999, Phoenix had approximately
$25.7 billion in assets under management.
Duff & Phelps acts as the investment adviser to seven other mutual funds
and as adviser to institutional clients. As of December 31, 1999, Duff & Phelps
had approximately $14.7 billion in assets under management.
All of the outstanding stock of Phoenix is owned by Phoenix Equity Planning
Corporation ("Equity Planning" or "Distributor"), a subsidiary of Phoenix
Investment Partners, Ltd. ("PXP"). Duff & Phelps is a direct subsidiary of PXP.
PXP is a New York Stock Exchange traded company that provides investment
management and related services to institutional investors, corporations and
individuals through operating subsidiaries. Phoenix Home Life Mutual Insurance
Company of Hartford, Connecticut is a majority shareholder of PXP.
As compensation for its services to the Phoenix-Engemann Capital Growth
Fund, Phoenix receives a fee from each Fund, which is accrued daily against the
value of the Fund's net assets, equal to 0.70% of the Fund's average daily net
assets up to $1 billion, 0.65% of the Fund's average daily net assets from $1
billion to $2 billion and 0.60% of the Fund's average daily net assets in excess
of $2 billion. As compensation for its services to the Phoenix-Goodwin High
Yield Fund, Phoenix receives a fee from the Fund, which is accrued daily against
the value of the Fund's net assets, equal to 0.65% of the Fund's average daily
net assets up to $1 billion, 0.60% of the Fund's average daily net assets from
$1 billion to $2 billion and 0.55% of the Fund's average daily net assets in
excess of $2 billion. As compensation for its services to the Phoenix-Goodwin
Money Market Fund, Phoenix receives a fee from the Fund, which is accrued daily
against the Fund's net assets, equal to 0.40% of the Fund's average daily net
assets up to $1 billion, 0.35% of the Fund's average daily net assets from $1
billion to $2 billion and 0.30% of the Fund's average daily net assets in excess
of $2 billion. As compensation for its services to the Phoenix-Oakhurst Balanced
Fund, Phoenix receives a fee from the Fund, which is accrued daily against the
value of the Fund's net assets, equal to 0.55% of the Fund's daily net assets up
to $1 billion, 0.50% of the Fund's daily net assets from $1 billion to $2
billion and 0.45% of the Fund's daily net assets in excess of $2 billion.
10
<PAGE>
As compensation for its services to the Phoenix-Duff & Phelps Core Bond
Fund, Duff & Phelps receives a fee from the Fund, which is accrued daily against
the value of the Fund's net assets, equal to 0.45% of the Fund's daily net
assets up to $1 billion, 0.40% of the Fund's daily net assets from $1 billion to
$2 billion and 0.35% of the Fund's daily net assets in excess of $2 billion.
The current advisory agreement with Phoenix was last approved by the Board
of Trustees on November 19, 1999. The advisory agreement may be terminated
without penalty at any time by a similar vote upon 60 days' notice or by the
adviser upon 60 days' written notice and will automatically terminate in the
event of its assignment as defined in Section 2(a)(4) of the 1940 Act. The
current advisory agreement with Duff & Phelps was last approved by the Board of
Trustees on November 19, 1999. The advisory agreement may be terminated without
penalty at any time by a similar vote upon 60 days' notice or by the adviser
upon 60 days' written notice and will automatically terminate in the event of
its assignment as defined in Section 2(a)(4) of the Investment Company Act of
1940 (the "1940 Act"). For purposes of this proxy statement, the 1940 Act
includes rules and regulations of the Securities and Exchange Commission (the
"SEC") issued under the 1940 Act.
Engemann acts as the adviser for five mutual funds, as subadviser to five
mutual funds, and as adviser to institutional clients. Engemann has acted as an
investment adviser for over 30 years. As of December 31, 1999, Engemann had
approximately $10.9 billion in assets under management. As compensation for its
services to the Phoenix-Engemann Capital Growth Fund, Engemann receives a fee
from Phoenix, which is accrued daily against the value of the Fund's net assets
of the Phoenix-Engemann Capital Growth Fund equal to 0.10% of the Fund's average
daily net assets up to $3 billion and 0.30% of the Fund's average daily net
assets in excess of $3 billion. Engemann does not receive any fee from the
Phoenix-Engemann Capital Growth Fund.
The current investment subadvisory agreement with Engemann with respect to
the Phoenix-Engemann Capital Growth Fund was last approved by the Board of
Trustees on November 19, l999. The investment subadvisory agreement may be
terminated without penalty at any time by a similar vote upon 60 days' notice or
by the subadviser upon 60 days' written notice and will automatically terminate
in the event of its assignment as defined in Section 2(a)(4) of the 1940 Act.
PricewaterhouseCoopers LLP currently serves as each Fund's independent
accountants and will also serve as independent accounts for the New Funds. The
reorganization agreement authorizes each Fund, while it is the sole shareholder
of the corresponding New Fund, to ratify the selection of PricewaterhouseCoopers
LLP as the New Fund's independent accountants. State Street Bank and Trust
Company will continue to serve as custodian of the New Fund's assets following
the reorganization. Equity Planning will continue to serve as transfer agent
following the reorganization.
FISCAL YEAR
Each of the Funds currently operates on a fiscal year ending October 31.
Following the reorganization, the New Funds will also operate on a fiscal year
ending October 31.
INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGY AND FUNDAMENTAL
INVESTMENT RESTRICTIONS
The investment objective and principal investment strategy of each New Fund
will be identical to the investment objective and principal investment strategy
of the corresponding Fund. The fundamental investment restrictions of each New
Fund will be identical to the fundamental investment restrictions of the
corresponding Fund immediately prior to the reorganization. The fundamental
investment restrictions will reflect any changes that are approved by
shareholders pursuant to Proposals 2-21.
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the reorganization, the Trust will receive tax opinions
from its special counsel, Goodwin, Procter & Hoar LLP. The tax opinions will
provide that, on the basis of the existing provisions of the Internal Revenue
Code (the "Code"), the Treasury regulations promulgated thereunder and current
administrative and judicial interpretations thereof, for federal income tax
purposes:
o the transfer of all of the assets of each Fund solely in exchange for
shares of the corresponding New Fund and the assumption by the New Fund
of all known liabilities of the Fund, and the distribution of such
shares to the shareholders of the Fund, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code; the
New Fund and the Fund will each be a "party to a reorganization" within
the meaning of Section 368(b) of the Code;
11
<PAGE>
o no gain or loss will be recognized by any Fund on the transfer of the
assets of the Fund to the corresponding New Fund in exchange for New
Fund shares and the assumption by the corresponding New Fund of all
known liabilities of the Fund or upon the distribution of New Fund
shares to the Fund shareholders in exchange for their shares of the
Fund;
o the tax basis of each Fund's assets acquired by the corresponding New
Fund will be the same to the New Fund as the tax basis of such assets
to the Fund immediately prior to the reorganization, and the holding
period of the assets of each Fund in the hands of the corresponding New
Fund will include the period during which those assets were held by the
Fund;
o no gain or loss will be recognized by the corresponding New Fund upon
the receipt of the assets of each Fund solely in exchange for the New
Fund shares and the assumption by the New Fund of all known liabilities
of the Fund;
o no gain or loss will be recognized by shareholders of each Fund upon
the receipt of shares of the corresponding New Fund by such
shareholders, provided such shareholders receive solely New Fund shares
(including fractional shares) in exchange for their Fund shares; and
o the aggregate tax basis of the corresponding New Fund shares, including
any fractional shares, received by each shareholder of each Fund
pursuant to the reorganization will be the same as the aggregate tax
basis of the Fund shares held by such shareholder immediately prior to
the reorganization, and the holding period of the New Fund shares,
including fractional shares, to be received by each shareholder of a
Fund will include the period during which the Fund shares exchanged
therefore were held by such shareholder (provided that the Fund shares
were held as a capital asset on the date of the reorganization).
The Trust has not obtained an Internal Revenue Service ("IRS") private
letter ruling regarding the federal income tax consequences of the
reorganization, and the IRS is not bound by advice of counsel. If the transfer
of the assets of a Fund in exchange for corresponding New Fund shares, the
assumption by the New Fund of all known liabilities of such Fund, and the
distribution of such shares to the Fund, do not constitute a "reorganization"
within the meaning of Section 368(a) of the Code, each Fund shareholder
generally will recognize gain or loss equal to the difference between the value
of the corresponding New Fund shares such shareholder acquires and the tax basis
of such shareholder's Fund shares.
Shareholders of the Funds should consult their tax advisers regarding the
effect, if any, of the proposed reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the reorganization, shareholders of the Funds should also
consult tax advisers as to state and local tax consequences, if any, of the
reorganization.
COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS
The distribution arrangements of each New Fund will be the same as those of
the corresponding Fund, except that the Aggressive Growth Fund will also offer
Class C shares following the reorganization. Phoenix-Duff & Phelps Core Bond
Fund currently offers Class A, Class B and Class C shares. The Aggressive Growth
Fund currently offers Class A and Class B shares. Phoenix-Engemann Capital
Growth Fund currently offers Class A and Class B shares. Phoenix-Goodwin High
Yield Fund currently offers Class A, Class B and Class C shares. Phoenix-Goodwin
Money Market Fund current offers Class A, Class B and Class C shares.
Phoenix-Oakhurst Balanced Fund currently offers Class A and Class B shares. In
the proposed reorganization, shareholders will receive the corresponding class
of shares of the corresponding New Fund in exchange for their shares in each
Fund. The reorganization will be effected at net asset value. No sales charge
will be imposed in connection with the reorganization. For purposes of
calculating the contingent deferred sales charges that shareholders may pay when
disposing of any shares of a New Fund subject to a contingent deferred sales
charge, the length of time the shareholder holds shares in the New Fund will be
added to the length of time the shareholder held the shares in the corresponding
Fund. Holders of shares subject to a contingent deferred sales charge will
continue to be subject to a contingent deferred sales charge upon subsequent
redemption to the same extent as if the shareholder had continued to hold shares
of the Fund.
Equity Planning serves as the distributor of shares for the Funds and will
also be the distributor of the New Funds. The Delaware Trust will adopt a
distribution plan under Rule 12b-1 of the 1940 Act for each class of shares
relating to the sale and promotion of shares of the New Funds and the furnishing
of shareholder services that is substantially identical to the existing
distribution plan for each Fund.
12
<PAGE>
COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES
Each New Fund will offer the same shareholder services as its corresponding
Fund, including a Systematic Withdrawal Program, telephone exchanges, telephone
redemptions and access to the Investo-Matic Program, an automatic investment
program.
Shareholders may exchange shares for another Phoenix Fund in the same class
of shares; e.g., Class A for Class A. Exchange privileges may not be available
for all Phoenix Funds and may be rejected or suspended.
Shares of the New Funds may be redeemed at a redemption price equal to the
net asset value of the shares as next determined following the receipt of a
redemption order and any other required documentation in proper form. In the
case of redemption of shares subject to a contingent deferred sales charge,
investors will be subject to the applicable determined deferred sales charges,
if any, for such shares. Payment of redemption proceeds for redeemed New Fund
shares will be made within seven days after receipt of a redemption request in
proper form and documentation.
DIVIDENDS AND DISTRIBUTIONS
Each New Fund will have the same dividend and distribution policy as the
corresponding Fund. After the closing of the reorganization, Fund shareholders
who currently have dividends reinvested will continue to have dividends
reinvested in the respective New Fund. Shareholders who currently have capital
gains reinvested will continue to have capital gains reinvested in the
respective New Fund.
CERTAIN COMPARATIVE INFORMATION ABOUT THE TRUST AND THE DELAWARE TRUST
The following is a summary of certain differences between and among the
trust instrument of the Trust and the trust instrument and by-laws of the
Delaware Trust. It is not a complete list of the differences. Shareholders
should refer to the provisions of these documents and state law directly for a
more thorough comparison. Copies of the trust instrument of the Trust and of the
trust instrument and by-laws of the Delaware Trust are available to shareholders
without charge upon written request. For purposes of this proxy statement, the
Investment Company Act of 1940, as amended (the "1940 Act") includes rules and
regulations of the Securities and Exchange Commission ("SEC") issued under the
1940 Act.
General. The Trust was organized as a Massachusetts business trust in April
1958. The Trust is currently governed by an Agreement and Declaration of Trust
Agreement dated April 7, 1958, as amended (the "Massachusetts Trust
Instrument"). As a Massachusetts business trust, the Trust's operations are
currently governed by the Massachusetts Trust Instrument and applicable Federal
and Massachusetts law. The Delaware Trust was organized as a Delaware business
trust in August 2000. As a Delaware business trust, the Delaware Trust's
operations will be governed by an Agreement and Declaration of Trust (the
"Delaware Trust Instrument") and applicable Federal and Delaware law.
Under the Delaware Trust Instrument, the Trustees of the Delaware Trust
will have more flexibility than they currently have as Trustees of the Trust
and, subject to applicable requirements of the 1940 Act and Delaware law,
broader authority to act. The increased flexibility may allow the Trustees to
react more quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the Trust to operate in a more efficient and economical
manner. The Trustees' existing fiduciary obligations to act with due care and in
the interest of shareholders will not be affected by the reorganization.
Term of Trustees. The term of office of a Trustee of both the Trust and the
Delaware Trust is unlimited in duration unless the Trustees themselves adopt a
limited term. A person serving as Trustee will continue as Trustee until the
person resigns, dies or is removed from office. Under the Delaware Trust
Instrument, a Trustee may be removed with or without cause at any meeting of
shareholders by a vote of at least two-thirds of the outstanding shares of the
Trust or by a vote of two-thirds of the number of Trustees prior to such
removal. The Massachusetts Trust Instrument provides that any Trustee may be
removed by the shareholders at any meeting called for that purpose. In addition,
the Massachusetts Trust Instrument provides that a Trustee may be removed by
two-thirds of the remaining Trustees with or without cause.
Liability of Trustees and Officers. A Trustee of both the Trust and the
Delaware Trust will be personally liable only for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee. Under the Massachusetts Trust
Instrument and the by-laws of the Delaware Trust, Trustees, officers and
employees will be indemnified by the respective trust for the expenses of
litigation against them unless it is determined that his or her conduct
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.
13
<PAGE>
Shareholder Liability. Delaware law provides that shareholders are not
liable for the obligations of a Delaware business trust. Under Massachusetts
law, there is no equivalent statutory limitation of shareholder liability.
However, the Delaware Trust Instrument and the Massachusetts Trust Instrument
contain disclaimers of shareholder liability for acts or obligations of the
respective trust, and provide for indemnification for any shareholder and any
former shareholder who is exposed to liability by reason of a claim or demand
relating to such person being a shareholder.
Shareholder Voting. The voting rights of shareholders of the Trust are
based on the number of shares the shareholder owns. Each holder of a share of a
Fund is entitled to one vote for each whole share and a proportionate fractional
vote for each fractional share. When a registered investment company has
multiple series, as does the Trust, the share price of each series will likely
differ. As a result, holders of lower-priced shares of a series of the Trust
have a greater amount of influence on matters submitted to a shareholder vote
than shareholders holding an equivalent dollar amount of higher priced shares of
the Trust. As a shareholder of the Delaware Trust, voting rights will be
dollar-based. Each shareholder will have one vote for each dollar of net asset
value held by the shareholder regardless of the number of shares held. Under
dollar-based voting rights, a shareholder's voting power will be in direct
proportion to the shareholder's investment in the Delaware Trust. Therefore, on
matters affecting a New Fund as a whole, where each class of the New Fund is
required to vote together on an issue, shareholders who own shares of a class
with a higher net asset value per share would have more voting power than they
currently have relative to shareholders who own shares of a class with a lower
net asset value per share. On matters where only shareholders of a single class
of a Fund vote on an issue, all shareholders of the class would have the same
voting rights since the net asset value per share is the same for all shares in
a single class of a Fund. On matters requiring trust-wide votes where all Funds
in a trust are required to vote, dollar-based voting provides shareholders who
own shares with a higher net asset value than other Funds with more voting power
relative to shareholders of other Funds in the Trust.
Shareholder Meetings. The Delaware Trust and the Trust are not required to
hold annual shareholder meetings. Under the Massachusetts Trust Instrument,
shareholders owning at least 10% of the outstanding shares of a Fund may call a
special meeting for any purpose. The Delaware Trust Instrument does not
specifically authorize shareholders to call a special meeting. However, under
the 1940 Act, shareholders owning at least 10% of the outstanding shares of the
Delaware Trust may by written request call a special meeting of shareholders of
the Delaware Trust for the purpose of removing a Trustee.
Reorganization/Combination Transactions. Under the Delaware Trust
Instrument, the Trustees may generally authorize mergers, consolidations, share
exchanges and reorganizations of a New Fund or the Delaware Trust with another
trust, series or other business organization without shareholder approval. Under
the Massachusetts Trust Instrument, shareholders holding the lesser of (i) 67%
or more of the eligible votes of the Fund present at a meeting if more than 50%
of the eligible votes of the Fund are present or (ii) more than 50% of the
eligible votes of a Fund, must approve the sale or transfer of the assets of a
Fund.
Termination of the Trust or a Fund. Under the Delaware Trust Instrument,
the Delaware Trust may be terminated at any time by the Trustees alone, upon
written notice to the shareholders, or by vote of a majority of the shares of
the Delaware Trust. A New Fund, or a class thereof, may be terminated at any
time by a vote of a majority of the shares of the New Fund or class or by the
Trustees by written notice to the shareholders of the New Fund or class. Under
the Massachusetts Trust Instrument, the vote of a majority of the shares of each
Fund must approve the termination of the Trust.
Amendment of Charter Document. Under the Delaware Trust Instrument, the
Trustees may generally restate, amend or otherwise supplement the Delaware Trust
Instrument without the approval of shareholders, subject to limited exceptions
(such as amendments affecting shareholders' liability or indemnity rights). The
Massachusetts Trust Instrument may generally only be amended by the affirmative
vote of the majority of shareholders. The Trustees may amend the Massachusetts
Trust Instrument without shareholder approval to establish additional series of
shares, to change investment restrictions which are not fundamental investment
restrictions, to change the name of the Trust or any Fund, and to conform the
Massachusetts Trust Instrument to the requirements of applicable federal laws or
regulations, or the requirements of the regulated investment company provisions
of the Internal Revenue Code.
Derivative and Class Actions. Under the Massachusetts Trust Instrument,
shareholders have the power to vote to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Trust or its shareholders. The Delaware Trust Instrument
does not provide shareholders a similar right.
14
<PAGE>
CERTAIN INFORMATION REGARDING THE TRUSTEES
The 1940 Act requires that at least one-half of the Trustees of the Trust
and, following the reorganization, the Delaware Trust, be elected by
shareholders. The Trust currently meets this standard. Rather than call another
shareholder meeting to vote on Trustees after the reorganization, the
reorganization agreement authorizes each Fund, while it is the sole shareholder
of the corresponding New Fund, to elect the then current Trustees of the Trust,
except for Calvin J. Pedersen, as the Trustees of the Delaware Trust.
Information on the individuals that will serve as the Trustees and officers
of the Delaware Trust and their business affiliations for the past five years is
set forth below. Unless otherwise noted, the address of each executive officer
and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115-0480. Trustees
whose names are preceded by an asterisk will be "interested persons" of the
Delaware Trust (as defined in the 1940 Act).
<TABLE>
------------------------------------- ------------------ -----------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
------------------------------------- ------------------ -----------------------------------------------------------------
<S> <C> <C>
Robert Chesek (66) Trustee Trustee/Director (1981-present) and Chairman (1989-1994),
49 Old Post Road Phoenix Funds. Trustee, Phoenix-Aberdeen Series Fund, Phoenix
Wethersfield, CT 06109 Duff & Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Seneca Funds (2000-present).
------------------------------------- ------------------ -----------------------------------------------------------------
E. Virgil Conway (71) Trustee Chairman, Metropolitan Transportation Authority (1992-present).
9 Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York, Inc.
Bronxville, NY 10708 (1970-present), Pace University (1978-present), Atlantic Mutual
Insurance Company (1974-present), HRE Properties
(1989-present), Greater New York Councils, Boy Scouts of
America (1985-present), Union Pacific Corp. (1978-present),
Blackrock Freddie Mac Mortgage Securities Fund (Advisory
Director) (1990-present), Centennial Insurance Company
(1974-present), Josiah Macy, Jr., Foundation (1975-present),
The Harlem Youth Development Foundation (1987-present).
Chairman, Accuhealth (1994-present), Trism, Inc.
(1994-present), Realty Foundation of New York (1972-present),
and New York Housing Partnership Development Corp.
(1985-present). Vice Chairman, Academy of Political Science
(1985-present). Director/Trustee, Phoenix Funds (1993-present).
Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Duff & Phelps Utilities
Tax-Free Income Inc. and Duff & Phelps Utility and Corporate
Bond Trust Inc. (1995-present). Chairman/Member, Audit
Committee of the City of New York (1981-1996). Advisory
Director, Blackrock Fannie Mae Mortgage Securities Fund
(1989-1996) and Fund Directions (1993-1998). Chairman,
Financial Accounting Standards Advisory Council (1992-1995).
------------------------------------- ------------------ -----------------------------------------------------------------
Harry Dalzell-Payne (71) Trustee Director/Trustee, Phoenix Funds (1993-present). Trustee,
The Flat Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Elmore Court Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Elmore, GLOS GL2 6NT, UK Funds (1999-present). Director, Duff & Phelps Utilities
Tax-Free Income Inc. and Duff & Phelps Utility and Corporate
Bond Trust Inc. (1995-present). Formerly a Major General of the
British Army.
------------------------------------- ------------------ -----------------------------------------------------------------
</TABLE>
15
<PAGE>
<TABLE>
------------------------------------- ------------------ -----------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
------------------------------------- ------------------ -----------------------------------------------------------------
<S> <C> <C>
*Francis E. Jeffries (69) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
8477 Bay Colony Dr. Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Apt. 902 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Naples, FL 34108 Funds (2000-present). Director, Duff & Phelps Utilities Income
Inc. (1987-present), Duff & Phelps Utilities Tax-Free Income
Inc. (1991-present) and Duff & Phelps Utility and Corporate
Bond Trust Inc. (1993-present). Director, The Empire District
Electric Company (1984-present). Director (1989-1997), Chairman
of the Board (1993-1997), President (1989-1993), and Chief
Executive Officer (1989-1995), Phoenix Investment Partners, Ltd.
------------------------------------- ------------------ -----------------------------------------------------------------
Leroy Keith, Jr. (61) Trustee Chairman (1995-present) and Chief Executive Officer
Chairman (1995-1999), Carson Products Company. (1995-present).
Carson Products Company Director/Trustee, Phoenix Funds (1980-present). Trustee,
64 Ross Road Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Savannah, GA 30750 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Equifax Corp. (1991-present)
and Evergreen International Fund, Inc. (1989-present). Trustee,
Evergreen Liquid Trust, Evergreen Tax Exempt Trust, Evergreen
Tax Free Fund, Master Reserves Tax Free Trust, and Master
Reserves Trust.
------------------------------------- ------------------ -----------------------------------------------------------------
*Philip R. McLoughlin (53) Trustee and Chairman, (1997-present), Director (1995-present), Vice
President Chairman (1995-1997) and Chief Executive Officer
(1995-present), Phoenix Investment Partners, Ltd. Director
(1994-present) and Executive Vice President, Investments
(1988-present), Phoenix Home Life Mutual Insurance Company.
Director/Trustee and President, Phoenix Funds (1989-present).
Trustee and President, Phoenix-Aberdeen Series Fund and Phoenix
Duff & Phelps Institutional Mutual Funds (1996-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc.
(1995-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1995-present). Trustee, Phoenix-Seneca Funds
(1999-present) and Phoenix-Engemann Funds (2000-present).
Director (1983-present) and Chairman (1995-present), Phoenix
Investment Counsel, Inc. Director (1984-present) and President
(1990-1999), Phoenix Equity Planning Corporation. Chairman and
Chief Executive Officer, Phoenix/Zweig Advisers LLC
(1999-present). Director, PXRE Corporation (Delaware)
(1985-present) and World Trust Fund (1991-present). Director
and Executive Vice President, Phoenix Life and Annuity Company
(1996-present). Director and Executive Vice President, PHL
Variable Insurance Company (1995-present). Director, Phoenix
Charter Oak Trust Company (1996-present). Director and Vice
President, PM Holdings, Inc. (1985-present). Director
(1992-present) and President (1992-1994), W.S. Griffith & Co.,
Inc. Director, PHL Associates, Inc. (1995-present).
------------------------------------- ------------------ -----------------------------------------------------------------
</TABLE>
16
<PAGE>
<TABLE>
------------------------------------- ------------------ -----------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
------------------------------------- ------------------ -----------------------------------------------------------------
<S> <C> <C>
Everett L. Morris (72) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Duff & Phelps Utilities
Tax-Free Income Inc. (1991-present) and Duff & Phelps Utility
and Corporate Bond Trust Inc. (1993-present).
------------------------------------- ------------------ -----------------------------------------------------------------
*James M. Oates (54) Trustee Chairman, IBEX Capital Markets, Inc. (formerly, IBEX Capital
Managing Director Markets LLC) (1997-present). Managing Director, Wydown Group
The Wydown Group (1994-present). Director, Phoenix Investment Partners, Ltd.
IBEX Capital Markets, Inc. (1995-present). Director/Trustee, Phoenix Funds (1987-present).
60 State Street Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Suite 950 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Boston, MA 02109 Funds (2000-present). Director, AIB Govett Funds
(1991-present), Investors Financial Service Corporation
(1995-present), Investors Bank & Trust Corporation
(1995-present), Plymouth Rubber Co. (1995-present), Stifel
Financial (1996-present), Command Systems, Inc. (1998-present),
Connecticut River Bancorp (1998-present) and Endowment for
Health (1999-present). Vice Chairman, Massachusetts
Housing-Partnership (1998-2000). Director, Blue Cross and Blue
Shield of New Hampshire (1994-1999).
------------------------------------- ------------------ -----------------------------------------------------------------
Herbert Roth, Jr. (71) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
P.O. Box 909 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Sherborn, MA 01770 Funds (2000-present). Director, Boston Edison Company
(1978-present), Landauer, Inc. (medical services)
(1970-present), Tech Ops./Sevcon, Inc. (electronic controllers)
(1987-present), and Mark IV Industries (diversified
manufacturer) (1985-present). Member, Directors Advisory
Council, Phoenix Home Life Mutual Insurance Company
(1998-present). Director, Phoenix Home Life Mutual Insurance
Company (1972-1998).
------------------------------------- ------------------ -----------------------------------------------------------------
Richard E. Segerson (54) Trustee Managing Director, Northway Management Company (1998-present).
102 Valley Road Director/Trustee, Phoenix Funds (1993-present). Trustee,
New Canaan, CT 07840 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Managing Director, Mullin Associates
(1993-1998).
------------------------------------- ------------------ -----------------------------------------------------------------
Lowell P. Weicker, Jr. (69) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Greenwich, CT 06830 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, UST Inc. (1995-present), HPSC
Inc. (1995-present), Burroughs Wellcome Fund (1996-present) and
Compuware (1996-present). Visiting Professor, University of
Virginia (1997-present). Director, Duty Free International,
Inc. (1997). Chairman, Dresing, Lierman, Weicker (1995-1996).
Governor of the State of Connecticut (1991-1995).
------------------------------------- ------------------ -----------------------------------------------------------------
</TABLE>
17
<PAGE>
<TABLE>
------------------------------------- ------------------ -----------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
------------------------------------- ------------------ -----------------------------------------------------------------
<S> <C> <C>
Michael E. Haylon (42) Executive Director and Executive Vice President, Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Director
President (1994-present), President (1995-present), Executive Vice
President (1994-1995), Vice President (1991-1994), Phoenix
Investment Counsel, Inc. Director, Phoenix Equity Planning
Corporation (1995-present). Executive Vice President, Phoenix
Funds (1993-present), Phoenix-Aberdeen Series Fund
(1996-present) and Phoenix-Seneca Funds (2000-present).
Executive Vice President (1997-present), Vice President
(1996-1997), Phoenix Duff & Phelps Institutional Mutual Funds.
Senior Vice President, Securities Investments, Phoenix Home
Life Mutual Insurance Company (1993-1995).
------------------------------------- ------------------ -----------------------------------------------------------------
John F. Sharry (47) Executive Vice President, Retail Division (1999-present), Executive Vice
President President, Retail Division (1997-1999), Phoenix Investment
Partners, Ltd. Managing Director, Retail Distribution, Phoenix
Equity Planning Corporation (1995-present). Executive Vice
President, Phoenix Funds and Phoenix-Aberdeen Series Funds
(1998-present). Managing Director, Director and National Sales
Manager, Putnam Mutual Funds (until 1995).
------------------------------------- ------------------ -----------------------------------------------------------------
Roger Engemann (59) Senior Vice President and Director (1969-present), Roger Engemann &
600 North Rosemead Blvd. President Associates, Inc. Senior Vice President, Phoenix Series Fund,
Pasadena, CA 91107 Phoenix Strategic Equity Series Fund (1998-present). Vice
President, Phoenix Investment Counsel, Inc. (1998-present).
Chairman, Owner (1996-present), Pasadena National Trust
Company. Chairman, President and Director (1988-present),
Pasadena Capital Corporation. Chairman of the Board, President
and Trustee (1986-present), Phoenix-Engemann Funds. Chairman,
President and Director, Roger Engemann Management Co.,
(1985-present).
------------------------------------- ------------------ -----------------------------------------------------------------
James D. Wehr (43) Senior Vice Senior Vice President, (1998-present), managing Director, Fixed
President Income, (1996-present), Vice President (1991-1996), Phoenix
Investment Counsel, Inc. Senior Vice President (1997-present),
Vice President (1988-1997), Phoenix Multi-Portfolio Fund;
Senior Vice President (1997-present), Vice President
(1990-1997), Phoenix Series Fund; Senior Vice President
(1997-present), Vice President (1991-1997), Phoenix Edge Series
Fund; Senior Vice President (1997-present), Vice President
(1993-1997), Phoenix-Goodwin California Tax-Exempt Bonds, Inc.;
Senior Vice President (1997-present), Vice President
(1996-1997), Phoenix Duff & Phelps Institutional Mutual Funds.
Senior Vice President, Phoenix-Goodwin Multi-Sector Fixed
Income Fund, Inc., Phoenix-Goodwin Multi-Sector Short Term Bond
Fund, Phoenix-Oakhurst Income and Growth Fund and
Phoenix-Oakhurst Strategic Allocation Fund, Inc.
(1997-present). Senior Vice President and Chief Investment
Officer, Duff & Phelps Utilities Tax-Free Income, Inc.
(1997-present). Managing Director, Public Fixed Income, Phoenix
Home Life Mutual Insurance Company (1991-1995).
------------------------------------- ------------------ -----------------------------------------------------------------
</TABLE>
18
<PAGE>
<TABLE>
------------------------------------- ------------------ -----------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
------------------------------------- ------------------ -----------------------------------------------------------------
<S> <C> <C>
David L. Albrycht (38) Vice President Managing Director, Fixed Income (1996-present) and Vice
President (1995-1996), Phoenix Investment Counsel, Inc. Vice
President, Phoenix-Goodwin Multi-Portfolio Fund (1993-present),
Phoenix-Goodwin Multi-Sector Short Term Bond Fund
(1993-present), Phoenix--Goodwin Multi-Sector Fixed Income Fund,
Inc. (1994-present, The Phoenix Edge Series Fund (1997-present)
and Phoenix Series Fund (1997-present). Portfolio Manager,
Phoenix Home Life Mutual Insurance Company (1995-1996).
------------------------------------- ------------------ -----------------------------------------------------------------
Malcolm Axon (41) Vice President Chief Financial Officer and Secretary (1995-present),
600 North Rosemead Blvd. Controller (1991-1995), Roger Engemann & Associates, Inc. Chief
Pasadena, CA 91107 Financial Officer and Secretary, Roger Engemann Management Co.
Inc. (1995-present) and Pasadena Capital Corporation
(1995-present).
------------------------------------- ------------------ -----------------------------------------------------------------
Steven L. Colton (40) Vice President Managing Director, Value Equities, Phoenix Investment Counsel,
Inc. (1997-present). Ice President, The Phoenix Edge Series
Fund, Phoenix Series Fund, Phoenix Equity Series Fund
(1997-present). Vice President, Phoenix-Oakhurst Income &
Growth Fund and Phoenix-Oakhurst Strategic Allocation Fund,
Inc. (1998-present). Vice President/Senior Portfolio Manger,
American Century Investment Management (1987-1997). Portfolio
Manager, American Century/Benham Income and Growth Fund
(1991-1997), American Century/Benham Equity Growth Fund
(1991-1996) and American Century/Benham Utilities Income Fund
(1993-1997).
------------------------------------- ------------------ -----------------------------------------------------------------
Robert S. Driessen (52) Vice President Vice President and Compliance Officer, Phoenix Investment
and Assistant Partners, Ltd. (1999-present) and Phoenix Investment Counsel,
Secretary Inc. (1999-present). Vice President, Phoenix Funds,
Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present) and Phoenix-Seneca
Funds (2000-present). Compliance Officer (2000-present) and
Associate Compliance Officer (1999), PXP Securities
Corporation. Vice President, Risk Management Liaison, Bank of
America (1996-1999). Vice President, Securities Compliance, The
Prudential Insurance Company of America (1993-1996). Branch
Chief/Financial Analyst, Securities and Exchange Commission,
Division of Investment Management (1972-1993).
------------------------------------- ------------------ -----------------------------------------------------------------
Christopher J. Kelleher (44) Vice President Managing Director, Fixed Income (1996-present), Vice President
(1991-1996), Phoenix Investment Counsel, Inc. Vice President,
Phoenix Series Fund (1989-present), The Phoenix Edge Series
Fund (1989-present), Phoenix Duff & Phelps Institutional Mutual
Funds (1996-present), Phoenix-Oakhurst Income & Growth Fund
(1998-present) and Phoenix-Oakhurst Strategic Allocation Fund
(1998-present) and Phoenix-Oakhurst Strategic Allocation Fund
(1998-present). Portfolio Manager, Public Bonds, Phoenix Home
Life Insurance Company (1991-1995).
------------------------------------- ------------------ -----------------------------------------------------------------
</TABLE>
19
<PAGE>
<TABLE>
------------------------------------- ------------------ -----------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
------------------------------------- ------------------ -----------------------------------------------------------------
<S> <C> <C>
James E. Mair (58) Vice President Executive Vice President (1994-present) and Senior Vice
600 North Rosemead Blvd. President (1983-1994), Roger Engemann & Associates, Inc. Vice
Pasadena, CA 91107 President, Phoenix Series Fund (1998-present). Managing
Director, Equities, Phoenix Investment Counsel, Inc.
(1998-present). Executive Vice President (1994-present) and
Security Analyst (1983-1994), Roger Engemann Management Co.,
Inc. Executive Vice President and Director (1994-present),
Pasadena Capital Corporation. Director (1989-present), Pasadena
National Trust Company.
------------------------------------- ------------------ -----------------------------------------------------------------
William R. Moyer (55) Vice President Executive Vice President and Chief Financial Officer
100 Bright Meadow Blvd. (1999-present), Senior Vice President and Chief Financial
P.O. Box 2200 Officer (1995-1999), Phoenix Investment Partners, Ltd.
Enfield, CT 06083-2200 (1995-present). Senior Vice President (1990-present), Chief
Financial Officer (1996-present), Finance (until 1996), and
Treasurer (1998-present and 1994-1996), Phoenix Equity Planning
Corporation. Director (1998-present), Senior Vice President
(1990-present), Chief Financial Officer (1996-present) and
Treasurer (1994-present), Phoenix Investment Counsel, Inc.
Treasurer (1999-present), Vice President and Chief Financial
Officer, Duff & Phelps Investment Management Co. (1996-1999).
Vice President, Phoenix Funds (1990-present), Phoenix Duff &
Phelps Institutional Mutual Funds (1996-present) and Phoenix
Aberdeen Series Fund (1996-present). Executive Vice President
Phoenix-Seneca Funds (2000-present). Vice President, Investment
Products Finance, Phoenix Home Life Mutual Insurance Company
(1990-1995). Senior Vice President, Chief Financial Officer,
W.S. Griffith & Co., Inc. (1992-1995) and Townsend Financial
Advisers, Inc. (1993-1995).
------------------------------------- ------------------ -----------------------------------------------------------------
Timothy P. Norman (45) Vice President Managing Director, Fixed Income, Phoenix Investment Counsel,
Inc. (1998-present). Vice President, Phoenix Series Fund
(1998-present). Executive Vice President (1995-present), Senior
Vice President (1993-1995), Duff & Phelps Investment Management
Co.
------------------------------------- ------------------ -----------------------------------------------------------------
Christopher J. Saner (39) Vice President Managing Director, Fixed Income, Phoenix Investment Counsel,
Inc. (1997-present). Vice President, Phoenix Series Fund
(1998-present). Executive Vice President (1995-present), Senior
Vice President (1993-1995), Duff & Phelps Investment Management
Co.
------------------------------------- ------------------ -----------------------------------------------------------------
Julie L. Sapia (42) Vice President Director, Money Market Trading (1997-present), Head Money
Market Trader (1997), Money Market Trader (1995-1997), Phoenix
Investment Counsel, Inc. Vice President, The Phoenix Edge
Series Fund, Phoenix Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds and Phoenix-Aberdeen Series Fund
(1997-present). Various positions with Phoenix Home Life Mutual
Insurance Company (1985-present).
------------------------------------- ------------------ -----------------------------------------------------------------
Andrew Szabo (35) Vice President Managing Director, Fixed Income, Phoenix Investment Counsel,
Inc. (1997-present). Vice President, Phoenix Series Fund
(1998-present) and Phoenix Duff & Phelps Institutional Mutual
Funds (1998-present).
------------------------------------- ------------------ -----------------------------------------------------------------
</TABLE>
20
<PAGE>
<TABLE>
------------------------------------- ------------------ -----------------------------------------------------------------
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
------------------------------------- ------------------ -----------------------------------------------------------------
<S> <C> <C>
John S. Tilson (56) Vice President Executive Vice President (1994-present), Senior Vice President
600 Rosemead Blvd. (1983-1994), Roger Engemann & Associates, Inc. Director
Pasadena, CA 91107-2138 (1990-present), Executive Vice President (1994-present), Senior
Vice President (1990-1994), Pasadena Capital Corporation. Chief
Financial Officer and Secretary, Phoenix-Engemann Funds
(1988-present). Executive Vice President (1994-present),
Security Analyst (1983-1994), Roger Engemann Management Co.,
Inc. Managing Director, Equities, Phoenix Investment Counsel,
Inc. (1998-present). Vice President, The Phoenix Edge Series
Fund and Phoenix Series Fund (1998-present).
------------------------------------- ------------------ -----------------------------------------------------------------
G. Jeffrey Bohne (52) Secretary Vice President and General Manager, Phoenix Home Life Mutual
101 Munson Street Insurance Co. (1993-present). Vice President, Transfer Agent
Greenfield, MA 01301 Operations (1993-1996), Senior Vice President (1999-present),
Vice President (1996-1999), Mutual Fund Customer Service, Phoenix
Equity Planning Corporation. Secretary/Clerk, Phoenix Funds
(1993-present), Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present), Phoenix-Aberdeen Series Fund (1996-present) and
Phoenix-Seneca Funds (2000-present). Vice President, Home Life of
New York Insurance Company (1984-1992).
------------------------------------- ------------------ -----------------------------------------------------------------
Nancy G. Curtiss (47) Treasurer Treasurer, Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present), Phoenix-Aberdeen
Series Fund (1996-present) and Phoenix-Seneca Funds
(2000-present). Vice President, Fund Accounting (1994-2000) and
Treasurer (1996-2000), Phoenix Equity Planning Corporation.
Second Vice President and Treasurer, Fund Accounting, Phoenix
Home Life Mutual Insurance Company (1994-1995). Various
positions with Phoenix Home Life Insurance Company (1987-1994).
------------------------------------- ------------------ -----------------------------------------------------------------
</TABLE>
For services rendered to the Fund for the fiscal year ended October 31,
1999, the Trustees received aggregate remuneration of $91,463. For services on
the Boards of Directors/Trustees of the Phoenix Funds, each Trustee who is not a
full-time employee of Phoenix or any of its affiliates currently receives a
retainer at the annual rate of $40,000 and a fee of $2,500 per joint meeting of
the Boards. Each Trustee who serves on the Audit Committee receives a retainer
at the annual rate of $2,000 and a fee of $2,000 per joint Audit Committee
meeting attended. Each Trustee who serves on the Nominating Committee receives a
retainer at the annual rate of $1,000 and a fee of $1,000 per joint Nominating
Committee meeting attended. Each Trustee who serves on the Executive Committee
and who is not an interested person of the Fund receives a retainer at the
annual rate of $2,000 and $2,000 per joint Executive Committee meeting attended.
The function of the Executive Committee is to serve as a contract review,
compliance review and performance review delegate of the full Board of Trustees.
The foregoing fees do not include the reimbursement of expenses incurred in
connection with meeting attendance. Costs are allocated equally to each of the
series and funds within the fund complex. Officers and employees of Phoenix who
are interested persons are compensated by Phoenix and receive no compensation
from the Fund.
CURRENT BOARD COMMITTEES AND MEETINGS
The Board of Trustees has an Audit Committee and a Nominating Committee.
The Audit Committee of the Trust consists of four of the Trustees who are not
interested persons of the Trust (i.e., the "Independent Trustees"). The Audit
Committee meets with the Trust's auditors to review the scope of the auditing
procedures, the adequacy of internal controls, compliance by the Trust with the
accounting, record keeping and financial reporting requirements of the 1940 Act,
and the possible effect on Trust operations of any new or proposed tax or other
regulations applicable to investment companies. The Audit Committee makes an
annual recommendation concerning the appointment of auditors and reviews and
recommends policies and practices relating to principles to be followed in the
conduct of
21
<PAGE>
Trust operations. The Audit Committee reports the results of its inquiries to
the Board of Trustees. The Audit Committee currently consists of E. Virgil
Conway, Herbert Roth, Jr., Richard E. Segerson and Lowell P. Weicker, Jr. The
Audit Committee held four meetings during the fiscal year ended October 31,
1999.
The Nominating Committee consists of four Trustees who are not interested
persons of the Trust. It recommends to the Board of Trustees persons to be
elected as Trustees. During the fiscal year ended October 31, 1999, the
Nominating Committee held brief meetings as needed in conjunction with regular
quarterly executive sessions of the independent Trustees. The Nominating
Committee currently consists of Robert Chesek, Harry Dalzell-Payne, Leroy Keith,
Jr., and Herbert Roth Jr. It will consider individuals proposed by a shareholder
for election as a Trustee. Shareholders who wish to submit the name of any
individual must submit in writing a brief description of the proposed nominee's
business experience and other information relevant to the qualifications of the
individual to serve as a Trustee of the Trust.
The Delaware Trust has Audit and Nominating Committees, each composed
entirely of the same independent Trustees.
The Board of Trustees held five meetings during the fiscal year ended
October 31, 1999. Each Trustee, except Herbert Roth, Jr., was present for at
least 75% of the total number of meetings of the Board and of those committees
of which the Trustee was a member which were held during his tenure.
For the Trust's last fiscal year, the Trustees received the following
compensation:
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL TRUST AND TRUST COMPLEX
COMPENSATION BENEFITS ACCRUED AS BENEFITS UPON (37 TRUSTS) PAID TO
NAME FROM TRUST PART OF TRUST EXPENSES RETIREMENT TRUSTEES
---- ---------- ---------------------- ---------- --------
<S> <C> <C> <C> <C>
Robert Chesek $ 8,663 $63,750
E. Virgil Conway(1) $11,250 $83,250
Harry Dalzell-Payne(1) $10,163 $95,000
Francis E. Jeffries $ 8,250* $61,000
Leroy Keith, Jr. $ 8,663 None for any None for any $63,750
Philip R. McLoughlin(1) $ 0 Trustee Trustee $ 0
Everett L. Morris(1) $ 7,500* $58,000
James M. Oates(1) $ 9,750 $72,250
Herbert Roth, Jr.(1) $ 8,100 $60,750
Richard E. Segerson $ 9,750* $72,000
Lowell Weicker, Jr. $ 9,375 $68,500
</TABLE>
------------------
*This compensation (and the earnings thereon) will be deferred pursuant to
the Directors' Deferred Compensation Plan. At June 30, 2000, the total amount of
deferred compensation (including interest and other accumulation earned on the
original amounts deferred) accrued for Messrs. Jeffries, Morris, Roth and
Segerson was $472,348.25, $197,344.74, $177,329.63 and $115,043.51,
respectively. At present, by agreement among the Trust, the Distributor and the
electing Trustee, Trustee fees that are deferred are paid by the Trust to the
Distributor. The liability for the deferred compensation obligation appears only
as a liability of the Distributor.
(1)Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are
members of the Executive Committee.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS APPROVE
THE PLAN OF REORGANIZATION.
PROPOSED CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS (PROPOSALS 2-21)
If all of the proposals are approved by each Fund, each Fund will have
fundamental investment restrictions which are expected to become standard for
all of the Phoenix Funds. These proposed restrictions differ in certain respects
from the current fundamental investment restrictions. Phoenix believes that
increased standardization of fundamental investment restrictions will help to
promote operational efficiencies and facilitate monitoring of compliance with
the restrictions. Although the Funds will have additional flexibility to engage
in previously prohibited activities if the proposals are approved, Phoenix does
not presently anticipate that the use of different investment restrictions
resulting from amending or eliminating each of the current fundamental
investment restrictions as described in the proposals
22
<PAGE>
below will have any material impact on the investment techniques employed. For a
more detailed comparison of the current and proposed fundamental investment
restrictions, see Proposals 2-21 below.
PROPOSAL 2
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING DIVERSIFICATION
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
diversification. The current fundamental investment restriction regarding
diversification applicable to each Fund provides that the Fund may not:
"Purchase for any Fund securities of any issuer, other than obligations
issued or guaranteed as to principal and interest by the United States
Government or its agencies or instrumentalities, if immediately
thereafter (i) more than 5% of such Fund's total assets (taken at
market value) would be invested in the securities of such issuer or
(ii) more than 10% of the outstanding securities of any class of such
issuer would be held by such Fund or by all Funds of the Trust in the
aggregate."
If Proposal 2 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding diversification:
"A Fund may not, with respect to 75% of its total assets, purchase
securities of an issuer (other than the U.S. Government, its agencies,
instrumentalities or authorities or repurchase agreements
collateralized by U.S. Government securities and other investment
companies), if: (a) such purchase would, at the time, cause more than
5% of the Fund's total assets taken at market value to be invested in
the securities of such issuer; or (b) such purchase would at the time
result in more than 10% of the outstanding voting securities of such
issuer being held by the Fund."
The percentage limitations in the current diversification restriction apply
to all of each Fund's assets. The proposed restriction is based upon the
definition of a "diversified company" under the 1940 Act. The proposed
percentage limitations will apply to only 75% of the assets of each Fund.
Consequently, under the proposed restriction, 25% of each Fund's assets are in a
basket that is excluded from the limitations. As a result, under the current
restriction, no Fund may invest more than 5% of its assets in a single issuer.
In contrast, under the proposed restriction, each of the Funds other than the
Money Market Fund would be able to invest up to 25% of its assets in a single
issuer. The Money Market Fund is subject to the stricter diversification
requirements of Rule 2a-7 under the 1940 Act. Under Rule 2a-7 the Money Market
Fund may invest up to 25% of its assets in "first tier" securities, but only for
up to three business days.
The current diversification restriction provides that the 10% limitation on
ownership of the outstanding securities of any class of an issuer applies both
to each Fund individually and to the Funds in the aggregate. The 10% limitation
applicable to the Funds under the proposed restriction will apply to securities
held by a single Fund.
For the reasons stated above, each Fund would be permitted to invest in a
smaller number of issuers than such Fund is currently permitted to invest in. If
a Fund were to invest in a smaller number of issuers, the performance of a
single issuer could have a greater impact on such Fund's share price. Thus, the
Funds could be exposed to increased volatility to the extent they invest in a
smaller number of issuers.
PROPOSAL 3
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING CONCENTRATION
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
concentration. The current fundamental investment restriction regarding industry
concentration applicable to each Fund provides that the Fund may not:
23
<PAGE>
"Concentrate the portfolio investments of any Fund in any one industry.
To comply with this restriction, no security may be purchased for a
Fund if such purchase would cause the value of the aggregate investment
of such Fund in any one industry to exceed 25% of that Fund's total
assets (taken at market value). However, the Money Market Fund may
invest more than 25% of its assets in the domestic banking industry."
If Proposal 3 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding industry concentration
for each Fund:
"A Fund may not purchase securities if, after giving effect to the
purchase, more than 25% of its total assets would be invested in the
securities of one or more issuers conducting their principal business
activities in the same industry (excluding the U.S. Government, its
agencies or instrumentalities) except that the Money Market Fund may
invest more than 25% of its assets in instruments issued by domestic
banks."
Each Fund has an investment restriction which prohibits the Fund from
concentrating its investments in any one industry. Under the proposed
restriction applicable to each Fund, the Fund may not purchase securities if,
after giving effect to the purchase, more than 25% of its total assets would be
invested in the securities of one or more issuers conducting their principal
business activities in the same industry (excluding the U.S. Government, its
agencies or instrumentalities). The proposed restriction clarifies that the
Money Market Fund may reserve freedom of action to invest more than 25% of its
assets in instruments issued by domestic banks. The SEC staff has taken the
position that United States branches of foreign banks may be considered domestic
banks if they are subject to the same regulations as United States banks. Under
certain circumstances, foreign branches of U.S. banks can also be treated as
domestic banks.
PROPOSAL 4
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING BORROWING
The Board of Trustees has proposed that the shareholders of each Fund
approve a new fundamental investment restriction regarding borrowing. The
current fundamental investment restriction regarding borrowing applicable to
each Fund provides that the Fund may not:
"Borrow money, except that the Trust may (i) borrow money for any Fund
for temporary administrative purposes provided that any such borrowing
does not exceed 10% of the value of the total assets (taken at market
value) of such Fund and (ii) borrow money for any Fund for investment
purposes, provided that any such borrowing for investment purposes with
respect to any such Fund is (a) authorized by the Trustees prior to any
public distribution of the shares of such Fund or is authorized by the
shareholders of such Fund thereafter, (b) is limited to 25% of the
value of the total assets (taken at market value and including any
borrowings) of such Fund, and (c) is subject to an agreement by the
lender that any recourse is limited to the assets of that Fund with
respect to which the borrowing has been made. With the exception of the
Aggressive Growth Fund, no Fund may invest in portfolio securities
while the amount of borrowing of the Fund exceeds 5% of the total
assets of such Fund. Borrowing for investment purposes has not been
authorized for any Fund (except the Aggressive Growth Fund) whose
shares are offered by the Trust."
If Proposal 4 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding borrowing:
"A Fund may not borrow money, except (i) in amounts not to exceed
one-third of the value of the Fund's total assets (including the amount
borrowed) from banks, and (ii) up to an additional 5% of its total
assets from banks or other lenders for temporary purposes. For purposes
of this restriction, (a) investment techniques such as margin
purchases, short sales, forward commitments, and roll transactions, (b)
investments in instruments such as futures contracts, swaps, and
options and (c) short-term credits extended in connection with trade
clearance and settlement, shall not constitute borrowing."
Under the current restriction, no Fund except the Aggressive Growth Fund
may borrow money for investment purposes unless such borrowing is authorized by
the Trustees prior to any public distribution of the shares of such Fund
24
<PAGE>
or is authorized by the shareholders of such Fund thereafter. To date no such
authorization has been given for any Fund other than Aggressive Growth Fund. In
addition, even if so authorized, no Fund other than the Aggressive Growth Fund
may purchase portfolio securities while borrowings exceed 5% of the Fund's
assets. The Aggressive Growth Fund has been authorized to borrow for investment
purposes and is not subject to the 5% limitation. The proposed restriction gives
each Fund greater flexibility to borrow money in that the Funds are not required
to obtain authorization from the Trustees or shareholders in order to borrow
money. Under the proposed restriction, each Fund may borrow up to one-third of
its total assets from banks for any purposes, and an additional 5% of its total
assets for temporary purposes. Under the current restriction, the use of
proceeds of borrowings is more restrictive; each Fund may borrow up to 10% of
total assets for temporary administrative purposes and up to 25% of total assets
for investment purposes. Any borrowing would exaggerate the effect on a Fund's
net asset value resulting from any increase or decrease in the market price of
securities in such Fund's portfolio and, therefore, may increase the volatility
of the Funds under the proposed restriction. Money borrowed will be subject to
interest and other costs. These costs may exceed the gain on securities
purchased with borrowed funds. The proposed borrowing restrictions are based
upon the limitations currently imposed on mutual funds by the 1940 Act.
PROPOSAL 5
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE ISSUANCE OF SENIOR SECURITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding the
issuance of senior securities. The current fundamental investment restriction
regarding senior securities applicable to each Fund provides that the Fund may
not:
"Issue senior securities as defined in the Investment Company Act of
1940, except to the extent that it is permissible to (a) borrow monthly
from banks pursuant to the Trust's investment restrictions regarding
the borrowing of money, and (b) enter into transactions involving
forward foreign currency contracts, foreign currency contracts and
options thereon as described in the Trust's Prospectus and Statement of
Additional Information."
If Proposal 5 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not issue "senior securities" in contravention of the 1940
Act. Activities permitted by SEC exemptive orders or staff
interpretations shall not be deemed to be prohibited by this
restriction."
Each Fund is currently not permitted to issue senior securities, except to
the extent permitted by its investment restrictions regarding borrowing and
certain foreign currency transactions. Under the proposed restriction, the Fund
will be prohibited from issuing senior securities in violation of the 1940 Act
but may engage in activities permitted by SEC exemptive orders or staff
interpretations. Mutual funds are generally prohibited from issuing "senior
securities." The SEC staff has previously permitted mutual funds to engage in
certain trading activities, subject to certain limitations, that could otherwise
be viewed as senior securities. The restriction clarifies that each Fund is
allowed to engage in these activities to the extent permitted by the SEC or the
SEC staff. Since the proposed restriction will provide each Fund with greater
flexibility to issue senior securities, each Fund may be subject to additional
costs and risks. For example, the costs of engaging in trading activities which
could be viewed as senior securities can reduce a fund's total return. In
addition, upon engaging in activities which could be viewed as senior
securities, each Fund could experience increased risks due to the effects of
leveraging.
PROPOSAL 6
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE
FUNDS REGARDING UNDERWRITING
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
underwriting. The current fundamental investment restriction regarding
underwriting applicable to each Fund provides that the Fund may not:
25
<PAGE>
"Act as securities underwriter except as it technically may be deemed
to be an underwriter under the Securities Act of 1933 in selling a
portfolio security."
If Proposal 6 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not underwrite the securities issued by other persons,
except to the extent that, in connection with the disposition of
portfolio securities, the Fund may be deemed to be an underwriter under
applicable law."
Phoenix believes the proposed restriction applicable to underwriting is
substantially similar to the current restriction.
PROPOSAL 7
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN REAL ESTATE
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
investing in real estate. The current fundamental investment restriction
regarding investing in real estate applicable to each Fund provides that the
Fund may not:
"Make investments in real estate . . ., 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 . . ."
If Proposal 7 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not purchase or sell real estate, except that the Fund may
(i) acquire or lease office space for its own use, (ii) invest in
securities of issuers that invest in real estate or interests therein,
(iii) invest in mortgage-related securities and other securities that
are secured by real estate or interests therein, (iv) hold and sell
real estate acquired by the Fund as a result of the ownership of
securities."
Under the current restriction, the Funds may not make investments in real
estate, except for the purchase of securities of issuers that deal in real
estate or the purchase of securities which are secured by interests in real
estate, specifically, securities issued by real estate investment trusts. The
proposed restriction would also permit the Funds to acquire or lease office
space for their own use, although it is not anticipated that the Funds will do
so. The proposed restriction would also permit the Funds to hold and sell real
estate acquired as a result of the ownership of securities (for example, as the
holder of a bond in a company that had gone into bankruptcy). While Phoenix
believes this possibility is remote, this change would provide useful
flexibility should such an event occur. Although the Money Market Fund would be
prohibited by the 1940 Act from investing in equity securities, it is possible
that the Money Market Fund might acquire debt securities of real estate
investment trusts if they met all of the Money Market Fund's other investment
criteria.
PROPOSAL 8
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN COMMODITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
investing in commodities. The current fundamental investment restriction
regarding commodities applicable to each Fund provides that the Fund may not:
"Make investments in . . . commodities or commodity contracts,
although . . . any Fund (excluding the Money Market Fund and the [Core]
Bond Fund) may engage in transactions in financial futures contracts
and related options, provided that the sum of the initial margin
deposits on such Fund's existing futures positions and the premiums
paid for related options would not exceed in the aggregate 2% of such
Fund's total assets.
26
<PAGE>
If Proposal 8 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not purchase or sell commodities or commodity contracts,
except the Fund may purchase and sell derivatives (including, but not
limited to, options, futures contracts and options on futures
contracts) whose value is tied to the value of a financial index or a
financial instrument or other asset (including, but not limited to,
securities indexes, interest rates, securities currencies and physical
commodities)."
The current restriction permits each Fund except the Core Bond Fund and the
Money Market Fund to invest in financial futures contracts and related options
provided that the sum of the initial margin deposits on such Fund's existing
futures positions and the premiums paid for related options do not exceed 2% of
the Fund's total assets. The proposed restriction permits each of the Funds,
including the Core Bond Fund and the Money Market Fund to purchase and sell
derivatives that have a value tied to the value of a financial index, financial
instrument or other asset. These derivatives include, for example, options,
futures contracts and options on futures contracts. The proposed restriction
does not impose percentage limitations and applies to futures transactions for
both hedging and non-hedging purposes. However, the ability of the Funds to
engage in futures contracts and options on futures will remain subject to
applicable rules of the Commodity Futures Trading Commission ("CFTC"). Under
current CFTC rules, the Funds would not be permitted to enter into a futures
transaction if it would cause the aggregate amount of initial margin deposit and
related option premiums for non-hedging purposes to exceed 5% of the value of
its assets. While the use of derivatives can guard against potential risks, it
can eliminate some opportunities for gains. The main risk with derivatives is
that some types can amplify a gain or loss, potentially earning or losing
substantially more money than the actual cost of the derivative. With some
derivatives, whether used for hedging or speculation, there is also the risk
that the counterparty may fail to honor its contract terms, causing a loss for
the Funds.
PROPOSAL 9
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING LENDING
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
lending. The current fundamental investment restriction regarding lending
applicable to each Fund provides that the Fund may not:
"Make cash loans, except that the Trust may (i) purchase bonds, notes,
debentures or similar obligations which are customarily purchased by
institutional investors whether publicly distributed or not, and (ii)
enter into repurchase agreements, provided that no more than 10% of any
Fund's net assets (taken at market value) may be subject to repurchase
agreements maturing in more than seven days."
If Proposal 9 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not make loans, except that the Fund may (i) lend portfolio
securities, (ii) enter into repurchase agreements, (iii) purchase all
or a portion of an issue of debt securities, bank loan participation
interests, bank certificates of deposit, bankers' acceptances,
debentures or other securities, whether or not the purchase is made
upon the original issuance of the securities and (iv) participate in an
interfund lending program with other registered investment companies."
Under the current restriction on lending, a Fund is prohibited from lending
money, except in connection with the acquisition of bonds, debentures or similar
obligations and entering into repurchase agreements. The proposed lending
restriction offers greater flexibility in that a Fund is permitted to engage in
a broader scope of lending activities. If the proposed lending restriction and
Proposal 20 (the proposal to eliminate the current investment restriction on
securities lending) are both adopted, a Fund would be permitted to engage in
securities lending to the extent permitted by current SEC policy. The staff of
the SEC currently limits loans of fund securities to one-third of a mutual
fund's assets, including any collateral received from the loan. If the SEC staff
were to provide greater flexibility to mutual funds to engage in securities
lending in the future, under the proposed restriction the Funds would be able to
take advantage of that increased flexibility. The main risk in lending
securities, as with other extensions of credit, is the possibility that the
borrower may fail to honor its obligations, causing a loss for the Funds. If the
proposed lending restriction
27
<PAGE>
is adopted but Proposal 20 is not adopted, the current securities lending
restriction that limits the value of securities loans to 25% of the Fund's
assets would continue to apply.
The proposed restriction would also eliminate the percentage limitation on
investments in repurchase agreements maturing in more than seven days and the
requirement that debt obligations must be customarily purchased by institutional
investors. The proposed lending restriction would also permit each Fund to
participate in an interfund lending program with other registered investment
companies. The current restriction does not allow for interfund lending. Phoenix
does not currently intend to establish an interfund lending program. The
proposed restriction also does not contain a percentage limitation regarding
repurchase agreements.
PROPOSAL 10
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING JOINT TRADING
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
joint trading. The current fundamental investment restriction applicable to each
Fund provides that the Fund may not:
"Participate in a joint or joint and several trading account in
securities."
If Proposal 10 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.
PROPOSAL 11
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING PLEDGING OF ASSETS
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
pledging of assets. The current fundamental investment restriction applicable to
each Fund provides that the Fund may not:
"Pledge, mortgage or hypothecate the assets of any Fund to an extent
greater than 10% of the total assets (taken at market value) of such
Fund to secure borrowing made pursuant to the [borrowing restriction]."
If Proposal 11 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.
PROPOSAL 12
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING SHORT SALES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
short sales. The current fundamental investment restriction applicable to each
Fund provides that the Fund may not make short sales of securities or maintain a
short position.
If Proposal 12 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements of state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds. However, the Money Market Fund is currently
prohibited under the 1940 Act from selling securities short.
28
<PAGE>
PROPOSAL 13
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF SECURITIES ON MARGIN
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
purchasing securities on margin. The current fundamental investment restriction
applicable to each Fund provides that the Fund may not:
"Purchase securities on margin, but it may obtain short-term credit as
may be necessary for the clearance of purchases and sales of
securities."
If Proposal 13 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.
PROPOSAL 14
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING OFFICER OR TRUSTEE OWNERSHIP OF SECURITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
investing in any issuer whose securities are owned by an officer or trustee. The
current fundamental investment restriction applicable to each Fund provides that
the Fund may not:
"Purchase or retain securities of any issuer if any officer or Trustee
of the Trust, or officer or director of its investment adviser, owns
beneficially more than 1/2 of 1% of the outstanding securities or
shares, or both, of such issuer and all such persons owning more than
1/2 of 1% of such securities or shares together own beneficially more
than 5% of such securities or shares."
If Proposal 14 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.
PROPOSAL 15
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF SECURITIES OF OTHER INVESTMENT COMPANIES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding the
purchase of securities of other investment companies. The current fundamental
investment restriction applicable to each Fund provides that the Fund may not:
"Purchase securities of any other investment company except in the open
market at customary brokers' commission rates or as a part of a plan of
merger or consolidation."
If Proposal 15 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds. However, each Fund would
remain subject to limitations on investments in other registered investment
companies imposed on all mutual funds under the 1940 Act.
29
<PAGE>
PROPOSAL 16
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN COMPANIES FOR THE PURPOSE OF
EXERCISING MANAGEMENT OR CONTROL
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
investing in companies for the purpose of exercising management or control. The
current fundamental investment restriction applicable to each Fund provides that
the Fund may not purchase securities of companies for the purpose of exercising
management or control.
If Proposal 16 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds. However, the Money Market
Fund would generally be prohibited under the 1940 Act from investing in
companies for the purpose of exercising control.
PROPOSAL 17
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN OIL, GAS OR OTHER MINERAL EXPLORATION OR
DEVELOPMENT PROGRAMS
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
investing in oil, gas or other mineral exploration or development programs. The
current fundamental investment restriction applicable to each Fund provides that
the Fund may not:
"Invest in oil, gas or other mineral exploration or development
programs, although the Trust may purchase securities of issuers which
engage in whole or in part in such activities."
If Proposal 17 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements of state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds. However, the Money Market Fund would
generally be prohibited under the 1940 Act from acquiring oil, gas or other
mineral exploration interests.
PROPOSAL 18
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING INVESTING IN AND WRITING PUTS, CALLS, AND STRADDLES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction prohibiting
investing in puts, calls or straddles. The current fundamental investment
restriction applicable to each Fund provides that the Fund may not:
"Invest in puts, calls, straddles and any combination thereof, except
that any Fund (excluding the Money Market Fund and the Bond Fund) may
(i) write (sell) exchange-traded covered call options on portfolio
securities and on securities indices and engage in related closing
purchase transactions and (ii) invest up to 2% of its total assets in
exchange-traded call and put options on securities and securities
indices."
If Proposal 18 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds. However, the Money Market
Fund would generally be prohibited under the 1940 Act from writing or purchasing
puts, calls, straddles and combinations thereof.
30
<PAGE>
PROPOSAL 19
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF ILLIQUID SECURITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding the
purchase of illiquid securities. The current fundamental investment restriction
applicable to each Fund provides that the Fund may:
"Purchase illiquid securities including repurchase agreements providing
for settlement more than seven days after notice and restricted
securities (securities that must be registered with the Securities and
Exchange Commission before they can be sold to the public) deemed to be
illiquid provided such securities will not constitute more than 15% (or
10% in the case of the Money Market Fund) of each Fund's net assets.
The Board of Trustees, or the Adviser acting at its direction, values
these securities, taking into consideration quotations available from
broker-dealers and pricing services and other information deemed
relevant."
If Proposal 19 is approved, this restriction will be eliminated. If the
current restriction is eliminated, a Fund's ability to invest in illiquid
securities would still be subject to applicable regulatory limitations. The
SEC's current policy is that funds that are not money market funds may not
invest more than 15% of their net assets in illiquid securities. Illiquid
securities are generally regarded as securities which may not be sold or
disposed of within seven days in the ordinary course of business at
approximately the price at which a fund has valued them. Phoenix believes this
restriction was based on the requirements formerly imposed by state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds. However, the Money Market Fund would remain
subject to a 10% limitation on investments in illiquid securities under the 1940
Act.
PROPOSAL 20
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING SECURITIES LENDING
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
securities lending. The current fundamental investment restriction regarding
securities lending applicable to each Fund provides that the Fund may not:
"Make securities loans, except that the Trust may make loans of the
portfolio securities of any Fund, provided that the market value of the
securities subject to any such loans does not exceed 25% of the value
of the total assets (taken at market value) of such Fund."
If Proposal 20 is approved, this restriction will be eliminated. The
proposed restriction regarding securities lending discussed in Proposal 9 above
would allow the Funds to make securities loans.
PROPOSAL 21
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF SECURITIES OF UNSEASONED ISSUERS
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
purchases of securities of unseasoned issuers. The current fundamental
investment restriction applicable to each Fund provides that the Fund may not:
"Purchase for any Fund securities of any issuer which together with
predecessors has a record of less than three years' continuous
operation, if as a result more than 5% of the total net assets (taken
at market value) of such Fund would then be invested in such
securities."
31
<PAGE>
If Proposal 21 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements of state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT
THE SHAREHOLDERS APPROVE PROPOSALS 2-21
PROPOSALS 22(A) AND 22(B)
(PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND ONLY)
Proposal 22(a): Approval of an amendment to the Investment Advisory
Agreement for Phoenix-Engemann Aggressive Growth Fund
Proposal 22(b): Approval of an amendment to the Investment Subadvisory
Agreement for Phoenix-Engemann Aggressive Growth Fund
OVERVIEW
Under Proposal 22(a), shareholders of the Phoenix-Engemann Aggressive
Growth Fund ("Aggressive Growth") are being asked to approve an amendment to the
existing investment advisory agreement that increases the rate at which
investment advisory fees are payable by Aggressive Growth to Phoenix. Under
Proposal 22(b) shareholders of Aggressive Growth are being asked to approve an
amendment to the existing subadvisory agreement between Phoenix and Engemann
that increases the rate at which subadvisory fees are paid by Phoenix to
Engemann. In effect, Proposal 22(b) would allocate to Engemann the amount of the
increase in the investment advisory fee contemplated by Proposal 22(a) under
circumstances in which Aggressive Growth's net assets are below $1 billion.
Phoenix has served as the investment adviser of Aggressive Growth since
December 1975. Until June 30, 1998, Phoenix provided all portfolio management
and advisory services to Aggressive Growth. Since June 1998, following Phoenix'
acquisition of Pasadena Capital Corporation ("PCC"), parent of Engemann,
portfolio management services have been provided by Engemann pursuant to a
subadvisory agreement between Phoenix and Engemann. The existing subadvisory
agreement was entered into in order to take advantage of Engemann's expertise
and performance in the equity growth sector and to garner the benefits of
Engemann's classic growth approach to stock selection.
At the time Engemann became subadviser, no change was made in the advisory
fees paid by Aggressive Growth to Phoenix. Since 1994, Phoenix has received
advisory fees from Aggressive Growth at the following rates:
<TABLE>
------------------------------------------- ---------------------------------------------
<CAPTION>
AVERAGE DAILY NET ASSETS CURRENT ADVISORY FEE
------------------------------------------- ---------------------------------------------
<S> <C> <C>
1st billion 0.70%
------------------------------------------- ---------------------------------------------
$1 to $2 billion 0.65%
------------------------------------------- ---------------------------------------------
More than $2 billion 0.60%
------------------------------------------- ---------------------------------------------
</TABLE>
If Proposal 22(a) is approved, the fee under the amended advisory agreement
would be as follows:
<TABLE>
------------------------------------------- ---------------------------------------------
<CAPTION>
AVERAGE DAILY NET ASSETS PROPOSED ADVISORY FEE
------------------------------------------- ---------------------------------------------
<S> <C> <C>
1st $50 million 0.90%
------------------------------------------- ---------------------------------------------
$50 to $500 million 0.80%
------------------------------------------- ---------------------------------------------
More than $500 million 0.70%
------------------------------------------- ---------------------------------------------
</TABLE>
The investment advisory fee is accrued daily against the value of
Aggressive Growth's net assets and paid monthly.
32
<PAGE>
Shareholders of Aggressive Growth are also being asked to approve an
amendment to the subadvisory agreement for Aggressive Growth in Proposal 22(b)
that increases the subadvisory fee payable by Phoenix to Engemann. Pursuant to
the existing subadvisory agreement with Phoenix, Engemann is compensated by
Phoenix at the following rates:
<TABLE>
------------------------------------------- ---------------------------------------------
<CAPTION>
AVERAGE DAILY NET ASSETS CURRENT SUBADVISORY FEE
------------------------------------------- ---------------------------------------------
<S> <C> <C>
1st $262 million 0.20%
------------------------------------------- ---------------------------------------------
$262 million to $1 billion 0.35%
------------------------------------------- ---------------------------------------------
$1 to $2 billion 0.325%
------------------------------------------- ---------------------------------------------
More than $2 billion 0.30%
------------------------------------------- ---------------------------------------------
</TABLE>
If Proposal 22(b) is approved, the fee schedule under the amended
subadvisory agreement would be as follows:
<TABLE>
------------------------------------------- ---------------------------------------------
<CAPTION>
AVERAGE DAILY NET ASSETS PROPOSED SUBADVISORY FEE
------------------------------------------- ---------------------------------------------
<S> <C> <C>
1st $50 million 0.40%
------------------------------------------- ---------------------------------------------
$50 to $262 million 0.30%
------------------------------------------- ---------------------------------------------
$262 to $500 million 0.45%
------------------------------------------- ---------------------------------------------
More than $500 million 0.35%
------------------------------------------- ---------------------------------------------
</TABLE>
REASONS FOR THE PROPOSED INCREASE IN ADVISORY AND SUBADVISORY FEES
Management believes that it is appropriate to increase the advisory fees
charged to Aggressive Growth in order to fairly reflect the services performed
for Aggressive Growth, in view of the Fund's historical performance and current
market conditions, and to align Aggressive Growth with other comparable funds,
including funds managed directly by Engemann.
Strong Performance. Phoenix believes the proposed increase in the advisory
and subadvisory fees is justified in part by Aggressive Growth's strong
historical performance since Engemann assumed its duties as subadviser. Engemann
has served as subadviser for approximately two years. During the two-year period
ending June 30, 2000 that Engemann has been serving as subadviser, Aggressive
Growth has outpaced its current benchmark index, the Russell 2000 Growth Index
and the average performance of the funds in its Lipper category, Lipper
Multi-Cap Growth.
<TABLE>
AVERAGE ANNUAL TOTAL RETURN PERFORMANCE FOR PERIOD ENDED 6/30/00
--------------------------------------------- ------------------ ------------ ------------- ------------- -------------
<CAPTION>
ENGEMANN AS
SUBADVISER
6/30/98-6/30/00 1 YEAR 3 YEAR 5 YEAR 10 YEAR
--------------------------------------------- ------------------ ------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Aggressive Growth Class A Shares(1) 49.6% 64.0% 42.7% 33.3% 21.6%
--------------------------------------------- ------------------ ------------ ------------- ------------- -------------
Russell 2000 Growth Index(2) 17.9% 28.4% 16.6% 15.8% 13.3%
--------------------------------------------- ------------------ ------------ ------------- ------------- -------------
Lipper Multi-Cap Growth Average(3) 33.7% 45.5% 30.2% 26.0% 18.7%
--------------------------------------------- ------------------ ------------ ------------- ------------- -------------
</TABLE>
(1) Aggressive Growth's average annual returns in the table do not reflect the
deduction of any sales charge for an investment in Class A shares.
(2) The Russell 2000 Growth Index is an unmanaged, commonly used measure of
total return performance of small capitalization, growth-oriented stocks.
(3) The Lipper Multi-Cap Growth category includes funds that invest in a
variety of market capitalization ranges and normally invest in companies
with long-term earnings expected to grow significantly faster than the
earnings of stocks represented in a major unmanaged stock index.
Below Average Advisory Fee. Phoenix also believes the proposed fee
increases are reasonable and appropriate in light of the fees and expenses paid
by other comparable funds. Aggressive Growth pays Phoenix an advisory fee that
is lower than the average fee paid by comparable funds. Under the existing
agreement, Aggressive Growth pays Phoenix
33
<PAGE>
an investment advisory fee at an annual rate of 0.70% of average daily net
assets with respect to net assets of $1 billion or less. As of June 30, 2000,
the average annual advisory fee paid by Lipper Multi-Cap Growth funds is 0.73%
of average daily net assets and the average annual advisory fee paid by
Morningstar Mid-Cap Growth funds is 0.78% of average daily net assets.
If the proposed agreement is approved, Aggressive Growth would pay Phoenix
a fee that, at the Fund's size as of June 30, 2000, would be 0.80% of average
daily assets. Since Engemann assumed its duties as subadviser, Aggressive Growth
has grown from $286.1 million to $684.4 million as of June 30, 2000. If the Fund
continues to grow, the effective fee paid by shareholders would decline as a
result of proposed fee breakpoints.
In proposing the fee increases, Phoenix also took into account that the
rate of Engemann's advisory fees for three funds managed directly by Engemann
that have comparable investment objectives and stock selection process to
Aggressive Growth are higher than the rate of advisory fees currently payable by
Aggressive Growth. Under the proposed fee schedules, two of these funds would
have the same advisory fee schedule and one of these funds would have a higher
fee schedule. See "Other Funds Managed by Phoenix and Engemann."
Below Average Expense Ratio. Aggressive Growth's total expense ratio of
1.11% of average daily net assets for Class A Shares as of June 30, 2000 is also
below the average expense ratio of funds in its Lipper and Morningstar peer
groups.
<TABLE>
--------------------------------------------- ------------------------------------------
<S> <C>
Aggressive Growth Class A 1.11%
--------------------------------------------- ------------------------------------------
Lipper Multi-Cap Growth Average 1.27%
--------------------------------------------- ------------------------------------------
Morningstar Mid-Cap Growth Average 1.42%
--------------------------------------------- ------------------------------------------
</TABLE>
Under the proposed fee structure, the resulting estimated expense ratio of
1.21% for Class A Shares would be lower than the average of the total expense
ratio of funds in both the Lipper Multi-Cap Growth category and the Morningstar
Mid-Cap Growth category.
Increased Complexity, Competition and Costs. Phoenix also believes the
proposed increase is advisable in light of the increased complexity, competition
and costs involved in managing a mutual fund focusing on domestic aggressive
growth stocks. The complexity arises in part from the growth in the number of
issues in the aggressive growth sector, including significant growth in the
number of initial public offerings. In addition, the aggressive growth sector is
increasingly dominated by companies offering technologically complex products
and services. Investing successfully in this sector requires a thorough
understanding of the industries in which these companies compete, and the often
highly technical factors relating to product or service design and supply and
demand. The growth of the sector has in turn led to a significant increase in
the number of funds focusing on this market.
These factors make managing an aggressive growth fund generally more
expensive. Engemann uses a bottom up stock selection process and looks for
issuers with superior revenue and earnings growth potential, quality management,
a competitive advantage and rapidly growing markets. In order to implement this
research-intensive process, Engemann must increasingly invest in technology and
personnel to analyze individual companies and industry trends in this growing
and rapidly changing high-technology-oriented market. The growth in the number
of funds has also placed upward pressure on compensation levels for qualified
portfolio managers and analysts in this area. To retain and continue to attract
high quality professionals, Phoenix and Engemann must remain competitive in
their compensation and benefits structure.
Management believes that the proposed increases to the advisory and
subadvisory fees will provide resources to enable Phoenix and Engemann to retain
and continue to attract the quality personnel and to provide the technology and
systems necessary to maintain and enhance the quality of services provided to
Aggressive Growth.
TERMS OF EXISTING AND PROPOSED AGREEMENTS
At a meeting of the Board of Trustees of the Trust held on August 24, 2000,
the Board of Trustees, including all of the Trustees who are not interested
persons of Aggressive Growth, Phoenix or Engemann (independent Trustees)
approved an amendment to the existing advisory agreement with Phoenix to reflect
the proposed increase in the advisory fee. The form of amendment to the existing
advisory agreement is attached to this proxy statement as Appendix B. Also
attached as Appendix B is a form of advisory agreement that the Board of
Trustees of the Delaware Trust expects to approve at its November 2000 meeting.
This form of advisory agreement is identical to the current
34
<PAGE>
advisory agreement except that the form includes certain non-substantive changes
from the existing agreement, including the removal of references to funds that
are no longer offered, updates of fund names to reflect prior changes in fund
names and the removal of references to the Phoenix-Duff & Phelps Core Bond Fund
due to the fact that the Board also intends to approve a stand-alone advisory
agreement between the Delaware Trust and Duff & Phelps for the Core Bond Fund
that is identical to the form of advisory agreement except that it applies to
only the Core Bond Fund.
At its August 24, 2000 meeting, the Board of Trustees, including the
independent Trustees, also approved an amendment to the existing subadvisory
agreement between Phoenix and Engemann to reflect the proposed increase in the
subadvisory fee. The form of amendment to the existing subadvisory agreement is
attached to this proxy statement as Appendix C, together with a copy of the
current agreement.
The following summary of the terms of the proposed agreement is qualified
in its entirety by reference to the attached forms of agreements.
TERMS OF ADVISORY AGREEMENT
The proposed amendment will increase the advisory fees payable by
Aggressive Growth to Phoenix. Otherwise the terms of the current agreement and
the amended agreement are identical.
Advisory Services. Under the current and amended advisory agreement,
Phoenix is responsible for providing continuously an investment program for
Aggressive Growth, consistent with Aggressive Growth's investment objective. The
agreement authorizes Phoenix to appoint one or more third parties to perform any
of the services that Phoenix is required to perform but does not relieve Phoenix
of its duties under the advisory agreement. Under this authority, Phoenix has
engaged Engemann as subadviser with responsibility for the day-to-day management
of Aggressive Growth's portfolio. Phoenix also manages, supervises and conducts
the general business and operations of Aggressive Growth.
Expenses. All costs and expenses other than those specifically referred to
as being borne by Phoenix incurred in the operation of Aggressive Growth are
borne by Aggressive Growth. Aggressive Growth pays expenses incurred in its own
operation and also pays a portion of the Trust's general administration expenses
allocated on the basis of the asset size of each respective Fund of the Trust,
except where allocation of direct expenses to each Fund or an alternative
allocation method can be more fairly made. These expenses include brokerage fees
and commissions, fees of trustees who are not full-time employees of Phoenix 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
Equity Planning under its agreement with the Trust), charges of custodians,
transfer agents, dividend disbursing agents and financial agents, bookkeeping,
auditing, and legal expenses. The Trust will also pay the fees and bear the
expense of registering and maintaining the registration of the Trust and its
shares with the Securities and Exchange Commission and costs related to notice
filings under state or other securities laws and the expense of preparing and
mailing prospectuses and reports to shareholders.
The advisory agreement was entered into prior to the enactment of federal
legislation in 1996 known as The National Securities Markets Improvement Act of
1996 (NSMIA) that preempted state substantive regulation of mutual funds. The
advisory agreement includes a provision that requires Phoenix to reimburse each
Fund for the amount by which the total expenses of the Fund exceed the level of
expenses the Fund is permitted to bear under the most restrictive expense
limitation imposed on mutual funds by any state in which shares of the Fund are
qualified. Given that any state laws imposing an expense limitation have been
preempted by NSMIA, this expense reimbursement provision is no longer
applicable.
Standard of Care. The investment advisory agreement provides that Phoenix
will not be liable to the Trust or to any shareholder of the Trust for any error
of judgment or mistake of law or for any loss suffered by the Trust or by any
shareholder of the Trust in connection with the matters to which the investment
advisory agreement relates, except a loss resulting from willful misfeasance,
bad faith, gross negligence or reckless disregard on the part of Phoenix in the
performance of its duties under the agreement.
Term; Continuation and Termination. The existing advisory agreement was
approved by shareholders on or about November 22, 1993 and was last approved by
the Board of Trustees on November 19, 1999. The existing agreement is renewable
annually by the vote of a majority of the Board of Trustees, including a
majority of the independent Trustees, cast in person at a meeting called for the
purpose of voting on such renewal.
35
<PAGE>
If approved, the amendment will become effective immediately prior to the
closing of the reorganization of the Trust into the Delaware Trust, which is
currently scheduled to occur on November 30, 2000. If the reorganization is not
approved, the amendment will become effective on December 1, 2000. In any event,
if the amendment is approved by shareholders after its scheduled effective date,
it will become effective on the first day of the first month following the date
of shareholder approval. The advisory agreement terminates if assigned (as
defined in the 1940 Act) and may be terminated without penalty by either party
(in the case of Aggressive Growth by vote of its Board or by a vote of a
majority of the outstanding voting securities of Aggressive Growth), upon 60
days' written notice.
TERMS OF SUBADVISORY AGREEMENT
Advisory Services. Under the current and amended subadvisory agreement,
Engemann is responsible for providing an investment program for Aggressive
Growth consistent with the investment objectives, policies and restrictions of
Aggressive Growth. Specifically, Engemann is required to determine what
investments will be purchased, held, sold or exchanged by Aggressive Growth and
what portion, if any, of Aggressive Growth's assets will be held in cash.
Engemann also has the authority to select broker-dealers to execute transactions
for Aggressive Growth.
Expenses. Engemann is responsible for its office expenses and the expenses
of personnel necessary to perform its responsibilities under the subadvisory
agreement.
Standard of Care. The subadvisory agreement provides that Engemann is not
liable for any acts or omissions, except acts or omissions that violate the
investment objectives, policies and restrictions applicable to Aggressive Growth
or its duties under the subadvisory agreement or that result from Engemann's
willful misfeasance, bad faith or gross negligence.
Term; Continuation and Termination. The existing subadvisory agreement was
approved by shareholders of Aggressive Growth on October 7, 1998 and was last
approved by the Board of Trustees on November 19, 1999. If approved, the
amendment will become effective immediately prior to the closing of the
reorganization of the Trust into the Delaware Trust, which is scheduled to occur
on November 30, 2000. If the reorganization is not approved, the amendment will
become effective on December 1, 2000. If the amendment is approved by
shareholders after the scheduled effective date, it will become effective on the
first day of the first month following the date of shareholder approval. The
existing agreement is renewable annually by the vote of a majority of the Board
of Trustees, including a majority of the independent Trustees, cast in person at
a meeting called for the purpose of voting on such renewal.
The subadvisory agreement may be terminated without penalty by either
Phoenix or Engemann upon 60 days' written notice. Under the 1940 Act, the
subadvisory agreement may also be terminated without penalty by vote of a
majority of the outstanding voting securities of Aggressive Growth upon 60 days'
written notice.
COMPARATIVE FEE AND EXPENSE INFORMATION
Set forth below is a table showing the dollar amount of investment advisory
fees paid by Aggressive Growth during the one-year period ended June 30, 2000
under the existing agreements and the dollar amount of fees that would have been
paid during this period under the amended agreements. The table also shows the
differences (expressed as a percentage of the existing fee and in dollar terms)
between the amount that would have been paid under the amended agreement and the
amount paid under the existing agreement. At June 30, 2000 Aggressive Growth had
net assets of approximately $684.4 million.
<TABLE>
---------------------------------- ---------------------- -------------------- -------------------- -------------------
<CAPTION>
ADVISORY FEES
ADVISORY FEES PAID PAYABLE UNDER
UNDER CURRENT FEE PROPOSED FEE
SCHEDULE SCHEDULE INCREASE PERCENT INCREASE
---------------------------------- ---------------------- -------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Year Ended June 30, 2000 $3,724,164.11 $4,222,925.77 $498,761.66 13.39%
---------------------------------- ---------------------- -------------------- -------------------- -------------------
---------------------------------- ---------------------- -------------------- ------------------- --------------------
SUBADVISORY FEES
SUBADVISORY FEES PAYABLE UNDER
PAID UNDER CURRENT PROPOSED FEE
FEE SCHEDULE SCHEDULE INCREASE PERCENT INCREASE
---------------------------------- ---------------------- -------------------- ------------------- --------------------
Year Ended June 30, 2000 $1,468,658.00 $1,967,844.00 $499,186.00 33.99%
---------------------------------- ---------------------- -------------------- ------------------- --------------------
</TABLE>
36
<PAGE>
Set forth below is a comparative fee table showing the amount of fees and
expenses paid by shareholders of Aggressive Growth as a percentage of average
daily net assets during the one-year ended June 30, 2000 and the amount of fees
and expenses shareholders would have paid if the amendment to the advisory
agreement had been in effect for the one-year ended June 30, 2000.
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
CURRENT PROPOSED CURRENT PROPOSED
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
<S> <C> <C> <C> <C>
Management Fees 0.70% 0.80% 0.70% 0.80%
Distribution and Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00%
Other Expenses 0.16% 0.16% 0.16% 0.16%
TOTAL ANNUAL FUND OPERATING EXPENSE 1.11% 1.21% 1.86% 1.96%
</TABLE>
The following example is intended to help you compare the cost of investing
in Aggressive Growth under the existing advisory agreement and after giving
effect to the fee increase reflected in the proposed amendment. The example
assumes that a shareholder invests $10,000 in Aggressive Growth for the time
periods indicated and then redeems all shares at the end of those periods. The
example also assumes that the investment has a 5% return each year and that
Aggressive Growth's operating expenses remain the same. In the case of Class B
shares, it is assumed that the shares are converted to Class A after eight
years. Although actual costs may be higher or lower, based on these assumptions
the shareholder's costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A (Current) $682 $908 $1,151 $1,849
Class A (Proposed) $691 $937 $1,202 $1,957
Class B (Current) $589 $785 $1,006 $1,984
Class B (Proposed) $599 $815 $1,057 $2,091
</TABLE>
A shareholder would pay the following expenses if the shareholder did not
redeem its shares:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class B (Current) $189 $585 $1,006 $1,984
Class B (Proposed) $199 $615 $1,057 $2,091
</TABLE>
OTHER FUNDS ADVISED BY PHOENIX AND ENGEMANN
Phoenix acts as investment adviser for other mutual funds with similar
investment objectives to Aggressive Growth. Appendix D lists the name of each of
these funds, the net assets of each fund as of June 30, 2000 and the annual rate
of compensation (as a percentage of average net assets) payable to Phoenix.
Engemann acts as investment adviser and subadviser for other mutual funds with
similar investment objectives to Aggressive Growth. Appendix D lists the name of
each of these funds, the net assets of each fund as of June 30, 2000 and the
annual rate of compensation (as a percentage of average net assets) payable to
Engemann.
FACTORS CONSIDERED BY THE TRUSTEES
In their discussions of the proposed increases in advisory and subadvisory
fees, the independent Trustees were advised by their own legal counsel. At their
August 24, 2000 meeting, the Trustees discussed the matter prior to approving
the proposed amendments. The Trustees approved the proposed advisory fee
increases on August 24, 2000.
In connection with their deliberations, the Trustees requested and were
furnished with substantial information to assist in their evaluation. This
information included a comparison of Aggressive Growth's present and proposed
investment advisory fees and expense ratios with those of other mutual funds in
its peer group. This information indicated that Aggressive Growth's present
advisory fee and total expense ratio were below the average among mutual funds
in its Lipper and Morningstar peer groups. This information also indicated that
after giving effect to the proposed
37
<PAGE>
fee increase, Aggressive Growth's investment advisory fee would be between the
average of the second and third quartiles of the annual advisory fee paid by
funds in its Morningstar peer group and by funds in the Lipper peer group and
that the projected total expense ratio would be below the average expense
ratio of Aggressive Growth's Lipper and Morningstar peer groups and that
Phoenix provided information showing that Engemann's advisory fees in effect for
three comparable funds managed directly by Engemann are at a higher rate than
the fee paid to Phoenix with respect to Aggressive Growth and that under the
proposed fee schedules, two of these funds would have the same fee schedule and
one of these funds would still have a higher fee schedule than Aggressive
Growth.
Phoenix also provided information comparing Aggressive Growth's investment
performance with its benchmark, the Russell 2000 Growth Index, and with
competitive mutual funds, which indicated that Aggressive Growth had generally
outperformed the benchmark and the average fund in its Lipper and Morningstar
peer groups.
In addition, Phoenix provided, and the Trustees reviewed, information
concerning Phoenix's relative contribution margin at the current and proposed
fee levels and noted that the current domestic aggressive growth equity market
is marked by various factors which tend to increase the costs incurred in
managing an aggressive growth fund. These factors include: (i) growing
complexity (both in the increasing number of issuers Engemann must follow,
including significant growth in the number of initial public offerings, and the
highly technical nature of products and services most of these companies
provide); (ii) a high level of competition among a growing number of funds in
this category for assets, top performance rankings and quality investment
personnel; and (iii) steeply rising costs related to the employment of
additional quality investment consultants, investments in information technology
and the effect of competition on compensation packages necessary to attract and
retain quality personnel.
As a result of their deliberations, and taking into consideration the
information provided, the Trustees determined that Phoenix's and Engemann's
request for a fee increase was reasonable.
At the meeting held on August 24, 2000, the Board of Trustees, including
all of the independent Trustees, unanimously concluded that the proposed fee
increases were fair and reasonable and in the best interests of Aggressive
Growth's shareholders, and by a vote cast at the meeting, unanimously approved
and voted to recommend to the shareholders of Aggressive Growth that they
approve the proposal to adopt the proposed amendments.
OTHER INFORMATION
Phoenix is located at 56 Prospect Street, Hartford, Connecticut 06115-0480.
All of the outstanding stock of Phoenix is owned by Phoenix Equity Planning
Corporation ("Equity Planning"), a wholly-owned subsidiary of Phoenix Investment
Partners, Ltd. ("PXP"). PXP is a majority-owned subsidiary of Phoenix Home Life
Mutual Insurance Company. Phoenix Home Life's principal offices are located at
One American Row, Hartford, Connecticut, 06115-2520. Equity Planning, a mutual
fund distributor, acts as the national distributor of Aggressive Growth's shares
and as financial agent of Aggressive Growth. The principal office of Equity
Planning is located at 100 Bright Meadow Boulevard, Enfield, Connecticut, 06082.
Engemann is located at 600 North Rosemead Boulevard, Pasadena, California 91107.
Engemann is a wholly-owned subsidiary of Pasadena Capital Corporation ("PCC"),
which in turn is a wholly-owned subsidiary of PXP.
The directors of Phoenix are Michael E. Haylon, Philip R. McLoughlin and
William R. Moyer. The principal occupation of each director is that of an
executive officer of PXP. Messrs. Haylon and McLoughlin are directors of PXP and
of Equity Planning. Mr. McLoughlin also serves as a director of Phoenix Home
Life. Michael E. Haylon, Executive Vice President of the Trust, is President and
a director of Phoenix. Philip R. McLoughlin, Trustee and President of the Trust,
is a director and Chairman of Phoenix. William R. Moyer, Vice President of the
Trust, is a director and Senior Vice President, Chief Financial Officer and
Treasurer of Phoenix and a director and Executive Vice President, Chief
Financial Officer and Treasurer of Equity Planning. David L. Albrycht, Steven L.
Colton, Robert S. Driessen, Roger Engemann, Christopher J. Kelleher, James E.
Mair, Timothy P. Norman, Christopher J. Saner, Julie L. Sapia, Andrew Szabo and
James D. Wehr, officers of the Trust, are also officers of Phoenix. The address
of each of these directors and executive officers is 56 Prospect Street,
Hartford, Connecticut 06115-0480.
Philip R. McLoughlin and James M. Oates are Trustees of the Trust and are
also directors of PXP. Michael E. Haylon is an executive officer of the Trust
and also a director of PXP. Messrs. McLoughlin and Haylon are also executive
officers of PXP. By virtue of these individuals' relationships with the Trust
and with PXP, an intermediate parent of Phoenix, under the proxy rules they are
deemed to have a material interest in the advisory agreement.
The director of Engemann is Roger Engemann. Mr. Engemann's principal
occupation is that of an executive officer of Engemann. Mr. Engemann is also the
director and executive officer of PCC, an executive officer of Phoenix,
38
<PAGE>
and a Trustee and executive officer of the Trust. Mr. Engemann's address is 600
North Rosemead Boulevard, Pasadena, California 91107. Each of Messrs. Mair and
Tilson is a director and executive officer of PCC and an executive officer of
the Trust. Mr. Axon is an executive officer of PCC and of the Trust.
From the commencement of Aggressive Growth's current fiscal year through
June 30, 2000, PXP Securities Corp., a wholly-owned subsidiary of PXP, has
received brokerage commissions of $261,858, which represented 75.5% of the total
brokerage commissions paid by Aggressive Growth during this period.
For the fiscal year ended October 31, 1999, Equity Planning's gross
commission on sales of shares of Aggressive Growth shares totaled $311,564, of
which Equity Planning received net commissions of $82,057 for its services with
the balance paid to dealers. For the fiscal year ended October 31, 1999,
Aggressive Growth paid Equity Planning $360,758 in Rule 12b-1 fees and paid W.S.
Griffith & Co., Inc., an affiliated broker-dealer $109,235 in Rule 12b-1 fees.
For its services as administrative agent for the fiscal year ended October 31,
1999, Equity Planning received $254,631 from Aggressive Growth. For its services
as transfer agent for the fiscal year ended October 31, 1999, Equity Planning
received $164,356 from Aggressive Growth.
REQUIRED VOTE
Approval of Proposals 22(a) and (b) each require the vote of the lesser of
(i) 67% or more of the eligible votes of Aggressive Growth present, if more than
50% of the eligible votes of Aggressive Growth are present in person or by
proxy, or (ii) more than 50% of the eligible votes of Aggressive Growth.
Proposals 22(a) and 22(b) must both be approved for the new advisory agreement
and subadvisory agreements to take effect. If both proposals are not approved,
the existing advisory and subadvisory agreements will remain in effect.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS
THAT THE SHAREHOLDERS APPROVE PROPOSALS 22(A) AND 22(B).
UNDERWRITER AND FINANCIAL AGENT
Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200, serves as the Trust's underwriter and as
the Trust's financial agent (administrator).
OTHER BUSINESS
The Board of Trustees of the Trust knows of no business to be brought
before the meeting other than the matters set forth in this Proxy Statement.
Should any other matter requiring a vote of the shareholders of the Funds arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Funds and the shareholders of the Funds.
The Trust does not hold annual meetings of shareholders. There will
normally be no meeting of shareholders for the purpose of electing Trustees of
the Trust unless and until such time as less than a majority of the Trustees
holding office have been elected by the shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
Shareholders wishing to submit proposals for inclusion in the proxy statement
for any subsequent shareholder meeting of their Fund should send their written
submissions to the principal executive offices of the Trust at 101 Munson
Street, Greenfield, Massachusetts 01301.
39
<PAGE>
APPENDIX A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __ day of _______, 2000, by and between Phoenix Series Fund, a
Massachusetts business trust (the "Predecessor Trust"), on behalf of the
Phoenix-Duff & Phelps Core Bond Fund, Phoenix-Engemann Aggressive Growth Fund,
Phoenix-Engemann Capital Growth Fund, Phoenix-Goodwin High Yield Fund,
Phoenix-Goodwin Money Market Fund and Phoenix-Oakhurst Balanced Fund series
(collectively, the "Predecessor Funds" and each individually, a "Predecessor
Fund"), and Phoenix Series Fund, a Delaware business trust (the "Successor
Trust"), on behalf of the Phoenix-Duff & Phelps Core Bond Fund, Phoenix-Engemann
Aggressive Growth Fund, Phoenix-Engemann Capital Growth Fund, Phoenix-Goodwin
High Yield Fund, Phoenix-Goodwin Money Market Fund and Phoenix-Oakhurst Balanced
Fund series (collectively, the "Successor Funds" and each individually, a
"Successor Fund").
All references in this Agreement to action taken by the Predecessor Funds
or the Successor Funds shall be deemed to refer to action taken by the
Predecessor Trust or the Successor Trust, respectively, on behalf of the
respective fund series.
This Agreement is intended to be and is adopted as plans of reorganization
within the meaning of Section 368(a) of the United States Internal Revenue Code
of 1986, as amended (the "Code"). The reorganization (the "Reorganization") will
consist of the transfer by each Predecessor Fund of all of its assets to the
corresponding Successor Fund, in exchange solely for shares of beneficial
interest in such Successor Fund ("New Shares") having a net asset value equal to
the net asset value of the corresponding Predecessor Fund, the assumption by
each Successor Fund of all the liabilities of the corresponding Predecessor
Fund, and the distribution of the New Shares to the shareholders of each
Predecessor Fund in complete liquidation of such Predecessor Fund as provided
herein, all upon the terms and conditions hereinafter set forth in this
Agreement.
WHEREAS, the Predecessor Trust and the Successor Trust are each open-end,
registered investment companies of the management type; and
WHEREAS, the Board of Trustees of the Predecessor Trust and the Board of
Trustees of the Successor Trust have determined that it is in the best interest
of the Predecessor Trust and the Successor Trust, respectively, that the assets
of the Predecessor Trust be acquired by the Successor Trust pursuant to this
Agreement and in accordance with the applicable statutes of the Commonwealth of
Massachusetts and the State of Delaware and that the interests of existing
shareholders will not be diluted as a result of this transaction;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, the Predecessor Trust
agrees to transfer all of the assets of each Predecessor Fund, as set forth in
paragraph 1.2, to the corresponding Successor Fund and the Successor Trust
agrees in exchange therefor: (i) to deliver to the Predecessor Trust a number of
full and fractional New Shares of each class of each Successor Fund equal to the
number of shares of the corresponding class of the corresponding Predecessor
Fund as of the time and date set forth in Article 2, and (ii) to assume all the
liabilities of each Predecessor Fund, as set forth in paragraph 1.2. Such
transactions shall take place at the closing provided for in paragraph 2.1 (the
"Closing").
1.2 The assets of the Predecessor Funds to be acquired by the corresponding
Successor Funds shall consist of all property, including, without limitation,
all cash, securities, commodities and futures interests, and dividends or
interest receivable which are owned by the Predecessor Funds and any deferred or
prepaid expenses shown as an asset on the books of the Predecessor Funds on the
closing date provided in paragraph 2.1 (the "Closing Date"). All liabilities,
expenses, costs, charges and reserves of the Predecessor Funds, to the extent
that they exist at or after the Closing, shall after the Closing attach to the
corresponding Successor Funds and may be enforced against the Successor Funds to
the same extent as if the same had been incurred by the Successor Funds.
<PAGE>
1.3 Immediately upon delivery to the Predecessor Funds of the New Shares,
the Predecessor Funds, as the then sole shareholders of the Successor Funds,
shall (i) with the exception of Calvin J. Pedersen, elect as trustees of the
Successor Trust the persons who currently serve as trustees of the Predecessor
Trust; (ii) approve an Investment Management Agreement between the Successor
Trust, on behalf of each of the Successor Funds except Phoenix-Duff & Phelps
Core Bond Fund, and Phoenix Investment Counsel, Inc. (the "Investment Manager"),
(iii) in the case of the Phoenix-Duff & Phelps Core Bond Fund, approve an
Investment Management Agreement between the Successor Trust, on behalf of that
fund and Duff & Phelps Investment Management Co., and (iv) in the case of each
of the Phoenix-Engemann Aggressive Growth Fund and the Phoenix-Engemann Capital
Growth Fund, approve a Subadvisory Agreement by and between the Investment
Manager, on behalf of such fund, and Roger Engemann & Associates, Inc., and (v)
ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants of the Successor Funds.
1.4 Immediately following the action contemplated by paragraph 1.3, the
Predecessor Funds will distribute pro rata to their respective shareholders of
record, determined as of immediately after the close of business on the Closing
Date (the "Current Shareholders"), the corresponding New Shares received by the
Predecessor Trust pursuant to paragraph 1.1. Such distribution and liquidation
will be accomplished by the transfer of the New Shares then credited to the
accounts of the Predecessor Funds on the books of the Successor Funds to open
accounts on the share records of the Successor Funds in the names of the Current
Shareholders and representing the respective pro rata number of the New Shares
of the corresponding class due such shareholders. All issued and outstanding
shares of the Predecessor Funds will simultaneously be canceled on the books of
the Predecessor Trust, although share certificates representing interests in the
Predecessor Trust will represent a number of New Shares after the Closing Date
as determined in accordance with paragraph 2.2. The Successor Funds shall not
issue certificates representing the New Shares in connection with such exchange.
Ownership of New Shares will be shown on the books of the Successor Trust's
transfer agent. As soon as practicable after the Closing, the Predecessor Trust
shall take all steps necessary to effect a complete liquidation of the
Predecessor Funds and shall file such instruments, if any, as are necessary to
effect the dissolution of the Predecessor Trust and shall take all other steps
necessary to effect such dissolution.
2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be the second Friday that is a full business day
following satisfaction (or waiver as provided herein) of all of the conditions
set forth in Articles 4 of this Agreement (other than those conditions which may
by their terms be satisfied only at the Closing), or such later date as the
parties may agree to in writing. All acts taking place at the Closing shall be
deemed to take place simultaneously as of immediately after the close of
business on the Closing Date unless otherwise agreed to by the parties. The
close of business on the Closing Date shall be as of 4:00 p.m. New York Time.
The Closing shall be held at the offices of Phoenix Investment Counsel, Inc.
("PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480, or at such other
time and/or place as the parties may agree.
2.2 The Predecessor Trust shall cause Phoenix Equity Planning Corporation
(the "Transfer Agent"), transfer agent of the Predecessor Funds, to deliver at
the Closing a certificate of an authorized officer stating that its records
contain the names and addresses of the Current Shareholders and the number and
percentage ownership of outstanding shares of the Predecessor Funds and the
class of each Predecessor Fund owned by each such shareholder immediately prior
to the Closing. The Successor Funds shall issue and deliver a confirmation
evidencing the New Shares to be credited on the Closing Date to the Secretary of
the Predecessor Trust or provide evidence satisfactory to the Predecessor Trust
that such New Shares have been credited to the accounts of the Predecessor Funds
on the books of the Successor Funds. At the Closing, each party shall deliver to
the other such bills of sales, checks, assignments, share certificates, if any,
receipts or other documents as such other party or its counsel may reasonably
request.
3. REPRESENTATIONS AND WARRANTIES
3.1 The Predecessor Trust, on behalf of each Predecessor Fund, hereby
represents and warrants to the Successor Funds as follows:
(i) The Predecessor Trust is duly organized, validly existing and in
good standing under the laws of the Commonwealth of Massachusetts and has full
power and authority to conduct its business as presently conducted;
(ii) the Predecessor Trust has full power and authority to execute,
deliver and carry out the terms of this Agreement on behalf of each Predecessor
Fund;
(iii) the execution and delivery of this Agreement on behalf of each
Predecessor Fund and the consummation of the transactions contemplated hereby
are duly authorized and no other proceedings on the part of the Predecessor
Trust or
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<PAGE>
the shareholders of the Predecessor Fund (other than as contemplated in
paragraph 4.1(vi)) are necessary to authorize this Agreement and the
transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Predecessor Trust on
behalf of the Predecessor Funds and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by the
Predecessor Trust on behalf of the Predecessor Funds, nor the consummation by
the Predecessor Trust on behalf of the Predecessor Funds of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both) a breach of or default under,
the Declaration of Trust of the Predecessor Trust, as amended, or any statute,
regulation, order, judgment or decree, or any instrument, contract or other
agreement to which the Predecessor Trust is a party or by which the Predecessor
Trust or any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental or other
public body or authority or any other party is necessary for the execution and
delivery of this Agreement by the Predecessor Trust on behalf of the Predecessor
Funds or the consummation of any transactions contemplated hereby by the
Predecessor Trust, other than as shall be obtained at or prior to the Closing.
3.2 The Successor Trust, on behalf of the Successor Funds, hereby
represents and warrants to the Predecessor Funds as follows:
(i) The Successor Trust is duly organized, validly existing and in good
standing under the laws of the State of Delaware and has full power and
authority to conduct its business as presently conducted;
(ii) the Successor Trust has full power and authority to execute,
deliver and carry out the terms of this Agreement on behalf of the Successor
Funds;
(iii) the execution and delivery of this Agreement on behalf of the
Successor Funds and the consummation of the transactions contemplated hereby are
duly authorized and no other proceedings on the part of the Successor Trust or
the shareholders of the Successor Funds are necessary to authorize this
Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Successor Trust on
behalf of the Successor Funds and constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency, moratorium and other rights affecting creditors'
rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by the
Successor Trust on behalf of the Successor Funds, nor the consummation by the
Successor Trust on behalf of the Successor Funds of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both constitute) a breach of or
default under, the Master Trust Agreement (the "Master Trust Agreement") or
By-Laws of the Successor Trust, as each may be amended, or any statute,
regulation, order, judgment or decree, or any instrument, contract or other
agreement to which the Successor Trust is a party or by which the Successor
Trust or any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental or other
public body or authority or any other party is necessary for the execution and
delivery of this Agreement by the Successor Trust on behalf of the Successor
Funds or the consummation of any transactions contemplated hereby by the
Successor Trust, other than as shall be obtained at or prior to the Closing.
4. CONDITIONS PRECEDENT
4.1 The obligations of the Predecessor Trust on behalf of the Predecessor
Funds and the Successor Trust on behalf of the Successor Funds to effectuate the
Reorganization shall be subject to the satisfaction of the following conditions:
(i) The Successor Trust shall have succeeded to the registration
statement of the Predecessor Trust on Form N-1A under the Securities Act of
1933, as amended (the "Securities Act") and such amendment or amendments thereto
as are determined by the Board of Trustees of the Successor Trust to be
necessary and appropriate to effect the registration of the New Shares (the
"Post-Effective Amendment"), shall have been filed with the Securities and
Exchange Commission
A-3
<PAGE>
(the "Commission") and the Post-Effective Amendment shall have become effective,
and no stop-order suspending the effectiveness of the Post-Effective Amendment
shall have been issued, and no proceeding for that purpose shall have been
initiated or threatened by the Commission (and not withdrawn or terminated);
(ii) the applicable New Shares shall have been duly qualified for
offering to the public in all states in which such qualification is required for
consummation of the transactions contemplated hereunder;
(iii) all representations and warranties of the Predecessor Trust on
behalf of the Predecessor Funds contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Successor Trust on
behalf of the Successor Funds shall have received a certificate of an officer of
the Predecessor Trust acting on behalf of the Predecessor Funds to that effect
in form and substance reasonably satisfactory to the Successor Trust on behalf
of the Successor Funds;
(iv) all representations and warranties of the Successor Trust on
behalf of the Successor Funds contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Predecessor Trust on
behalf of the Predecessor Funds shall have received a certificate of an officer
of the Successor Trust acting on behalf of the Successor Funds to that effect in
form and substance reasonably satisfactory to the Predecessor Trust on behalf of
the Predecessor Funds;
(v) the Predecessor Trust on behalf of the Predecessor Funds and the
Successor Trust on behalf of the Successor Funds shall have received opinions
from Goodwin, Procter & Hoar LLP regarding certain tax matters in connection
with the Reorganization; and
(vi) a vote approving this Agreement shall have been adopted by at
least a majority of the outstanding shares of each Predecessor Fund, all classes
voting together, entitled to vote at a special meeting of shareholders of each
such Predecessor Fund duly called for such purpose (the "Special Meeting").
5. EXPENSES
5.1 The Successor Trust and the Predecessor Trust each represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.
5.2 All of the costs of solicitation of proxies, including the cost of the
proxy solicitation firm, printing and mailing costs, shall be borne by the
Successor Fund. All of the remaining expenses and costs of the Reorganization
and the transactions contemplated thereby shall be borne by Phoenix Investment
Partners, Ltd.
6. ENTIRE AGREEMENT
The Successor Trust and the Predecessor Trust agree that neither party has
made any representation, warranty or covenant not set forth herein and that this
Agreement constitutes the entire agreement between the parties.
7. TERMINATION
This Agreement and the transactions contemplated hereby may be terminated
and abandoned by either party by resolution of the party's Board of Trustees, at
any time prior to the Closing Date, if circumstances should develop that, in the
opinion of such Board, make proceeding with the Agreement inadvisable. In the
event of any such termination, there shall be no liability for damages on the
part of either the Successor Trust or the Predecessor Trust, or their respective
Trustees or officers, to the other party.
8. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the
Predecessor Trust and the Successor Trust; provided, however, that following the
meeting of the Current Shareholders called by the Predecessor Trust pursuant to
paragraph 4.1(vi) of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of New Shares to be issued to
the Current Shareholders under this Agreement to the detriment of such
shareholders without their further approval.
9. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.
A-4
<PAGE>
10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts each of
which shall be deemed an original.
10.3 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
10.5 It is expressly agreed that the obligations of the Predecessor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents, or employees of the Predecessor Trust personally, but shall
bind only the trust property of the Predecessor Trust, as provided in the
Declaration of Trust of the Predecessor Trust. The execution and delivery by
such officers of the Predecessor Trust shall not be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Predecessor Trust as provided in
the Declaration of Trust of the Predecessor Trust. The Predecessor Trust is a
series company with multiple series, Phoenix-Duff & Phelps Core Bond Fund,
Phoenix-Engemann Aggressive Growth Fund, Phoenix-Engemann Capital Growth Fund,
Phoenix-Goodwin High Yield Fund, Phoenix-Goodwin Money Market Fund and
Phoenix-Oakhurst Balanced Fund and has entered into this Agreement on behalf of
the Predecessor Funds. With respect to any obligation of the Predecessor Trust
arising hereunder, the Successor Trust and the Successor Funds shall look for
payment or satisfaction of such obligations solely to the assets and property of
the corresponding Predecessor Funds.
10.6 It is expressly agreed that the obligations of the Successor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Successor Trust personally, but shall bind
only the trust property of the Successor Trust, as provided in the Declaration
of Trust of the Successor Trust. The execution and delivery by such officers of
the Successor Trust shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Successor Trust as provided in the
Declaration of Trust of the Successor Trust. The Successor Trust is a series
company with multiple series, Phoenix-Duff & Phelps Core Bond Fund,
Phoenix-Engemann Aggressive Growth Fund, Phoenix-Engemann Capital Growth Fund,
Phoenix-Goodwin High Yield Fund, Phoenix-Goodwin Money Market Fund and
Phoenix-Oakhurst Balanced Fund and has entered into this Agreement on behalf of
the Successor Funds. With respect to any obligation of the Successor Trust
arising hereunder, the Predecessor Funds and the Predecessor Trust shall look
for payment or satisfaction of such obligations solely to the assets and
property of the corresponding Successor Funds.
10.7 The sole remedy of a party hereto for a breach of any representation
or warranty made in this Agreement by the other party shall be an election by
the non-breaching party not to complete the transactions contemplated herein.
A-5
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its President or Vice President.
ATTEST PHOENIX SERIES FUND, a Massachusetts
business trust
------------------------------------ By: -----------------------------
Name: Name:
Title: Title:
ATTEST PHOENIX SERIES FUND, a Delaware
business trust
------------------------------------ By: -----------------------------
Name: Name:
Title: Title:
A-6
<PAGE>
APPENDIX B
FORM OF AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
This Amendment to the January 1, 1994 Investment Advisory Agreement as
amended on August 6, 1999, by and between PHOENIX INVESTMENT COUNSEL, INC., a
Massachusetts corporation (hereinafter the "Adviser") and PHOENIX SERIES TRUST,
a Delaware business trust hereinafter the "Trust") (the "Agreement"), is hereby
effective as of _______ day of ________, 2000.
W I T N E S S E T H
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended; and
WHEREAS, the Trust presently consists of six series, the Phoenix-Duff &
Phelps Core Bond Fund (formerly the Phoenix U.S. Government Securities Fund
Series), Phoenix-Engemann Aggressive Growth Fund (formerly the Phoenix Stock
Fund Series), Phoenix-Engemann Capital Growth Fund (formerly the Phoenix Growth
Fund Series), Phoenix-Goodwin High Yield Fund (formerly the Phoenix High Yield
Fund Series), Phoenix-Goodwin Money Market Fund (formerly the Phoenix Money
Market Fund Series) and Phoenix-Oakhurst Balanced Fund (formerly the Phoenix
Balanced Fund Series); and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and provides investment management
services for all series of the Trust except the Phoenix-Duff & Phelps Core Bond
Fund; and
WHEREAS, the Trust, on behalf of the Phoenix-Engemann Aggressive Growth
Fund, and the Adviser wish to amend the Investment Advisory Agreement as
provided below.
1. NOW, THEREFORE, in consideration of the covenants and the mutual promises
contained in the Investment Advisory Agreement, the parties hereto mutually
agree that the table under Paragraph 8(a) be amended by deleting the row that
begins with the words "Phoenix Stock Fund Series" in its entirety and
substituting the following therefor:
<TABLE>
<CAPTION>
SERIES 1ST $50 MILLION NEXT $450 MILLION $500+ MILLION
------ --------------- ----------------- -------------
<S> <C> <C> <C>
Phoenix-Engemann Aggressive Growth Fund 0.90% 0.80% 0.70%
</TABLE>
2. Except as amended hereby, all of the provisions of the Agreement remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly caused this Amendment to the
Investment Advisory Agreement to be executed on this 1st day of__________,
2000.
PHOENIX SERIES FUND
By:_________________________________________
Philip R. McLoughlin, President
PHOENIX INVESTMENT COUNSEL, INC.
By:__________________________________________
Michael E. Haylon, President
<PAGE>
FORM OF AMENDED AND RESTATED
PHOENIX SERIES FUND
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT originally effective as of the 1st day of January, 1994 (the
"Contract Date") by and between PHOENIX SERIES FUND (hereinafter called the
"Trust"), a Delaware business trust authorized to issue shares of beneficial
interest in separate series, and PHOENIX INVESTMENT COUNSEL, INC., a
Massachusetts corporation (hereinafter called "the Adviser") is hereby amended
and restated as follows:
WITNESSETH THAT:
1. The Trust hereby appoints the Adviser to act as investment adviser to the
Trust and to each of the Series of the Trust established and designated by
the Trustee on or before the date hereof, namely Phoenix-Oakhurst Balanced
Fund, Phoenix-Engemann Capital Growth Fund, Phoenix-Goodwin High Yield
Fund, Phoenix-Goodwin Money Market Fund and Phoenix-Engemann Aggressive
Growth Fund (collectively, the "Existing Series"), for the period and on
the terms set forth herein. The Adviser accepts such appointment and agrees
to render the services described in the Agreement for the compensation
herein provided.
2. In the event that the Trustees desire to retain the Adviser to render
investment advisory services hereunder with respect to one or more
additional series ("Additional Series"), the Trust shall notify the Adviser
in writing. If the Adviser is willing to render such services, it shall
notify the Trust in writing, whereupon such Additional Series shall become
subject to the terms and conditions of this Agreement.
3. The Adviser shall furnish continuously an investment program for each of
the Existing Series and any Additional Series which may become subject to
the terms and conditions set forth herein (collectively, "Series") and
shall manage the investment and reinvestment of the assets of each Series,
subject at all times to the supervision of the Trustees.
4. With respect to managing the investment and reinvestment of the Trust's
assets, the Adviser shall provide, at its own expense:
(a) Investment research, advise and supervision;
(b) An investment program for each Series consistent with its investment
objectives;
(c) Implementation of the investment program for each Series including the
purchase and sale of securities;
(d) Advice and assistance on the general operations of the Trust; and
(e) Regular report to the Trustees on the implementation of each Series'
investment program.
5. The Adviser shall, for all purposes herein, be deemed to be an independent
contractor.
6. The Adviser shall furnish at its own expense, or pay the expenses of the
Trust for the following:
(a) Office facilities, including office space, furniture and equipment;
(b) Personnel necessary to perform the functions required to manage the
investment and reinvestment of the Trust's assets (including those
required for research, statistical and investment work);
(c) Personnel to serve without salaries from the Trust as officers or
agents of the Trust. The Adviser need not provide personnel to perform,
or pay the expenses of the Trust, for services customarily performed
for an open-end management investment company by its national
distributor, custodian, financial agent, transfer agent, registrar,
dividend disbursing agent, auditors and legal counsel; and
(d) Compensation and expenses, if any, of the Trustees who are also
full-time employees of the Adviser or any of its affiliates.
7. All costs and expenses not specifically enumerated herein as payable by the
Adviser shall be borne by the Trust. Such expenses shall include, but shall
not be limited to, all expenses (other than those specifically referred to
as being borne by the Adviser) incurred in the operation of the Trust and
any public offering of its shares, including, among others
B-2
<PAGE>
interest, taxes, brokerage fees and commissions, fees of Trustees who are
not full-time employees of the Adviser and 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 its national
distributor under its agreement with the Trust), expenses of printing and
mailing stock certificates representing shares of the Trust, association
membership dues, charges of custodians, transfer agents, dividend
disbursing agents and financial agents, bookkeeping, auditing and legal
expenses. The Trust will also pay the fees and bear the expense of
registering and maintaining the registration of the Trust and its shares
with the Securities and Exchange Commission and registering or qualifying
its shares under state and other securities laws and the expense of
preparing and mailing prospectuses and reports to shareholders.
Additionally, if authorized by the Trustees, the Trust shall pay for
extraordinary expenses and expenses of a non-recurring nature which may
include, but not be limited to the reasonable and proportionate cost of any
reorganization or acquisition of assets and the cost of legal proceedings
to which the Trust is a party.
8. For providing the services and assuming the expenses outlined herein, the
Trust agrees that the Adviser shall be compensated as follows:
(a) Within five days after the end of each month, the Trust shall pay the
Adviser a fee based on the following annual rates as a percentage of
the average aggregate daily net asset values of the Series:
<TABLE>
<CAPTION>
SERIES 1ST $1 BILLION $1-2 BILLION $2+ BILLION
------ -------------- ------------ -----------
<S> <C> <C> <C>
Phoenix-Engemann Capital Growth Fund 0.70% 0.65% 0.60%
Phoenix-Goodwin High Yield Fund 0.65% 0.60% 0.55%
Phoenix-Oakhurst Balanced Fund 0.55% 0.50% 0.45%
Phoenix-Goodwin Money Market Fund 0.40% 0.35% 0.30%
SERIES 1ST $50 MILLION NEXT $450 MILLION $500+ MILLION
------ --------------- ----------------- -------------
Phoenix-Engemann Aggressive Growth Fund 0.90% 0.80% 0.70%
</TABLE>
The amounts payable to the Adviser shall be based upon the average of the
values of the net assets of the particular Series as of the close of business
each day, computed in accordance with the Declaration of Trust.
(b) Compensation shall accrue immediately upon the effective date of this
Agreement.
(c) If there is termination of this Agreement during a month, the fee for
that month shall be proportionately computed upon the average of the
aggregate daily net asset values of the Trust for such partial period
in such month.
(d) The Adviser agrees to reimburse the Trust for the amount, if any, by
which the total operating and management expenses for each Series
(including the Adviser's compensation, pursuant to this paragraph, but
excluding taxes, interest, costs of portfolio acquisition and
dispositions and extraordinary expenses), for any "fiscal year" exceed
the level of expenses 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. Such reimbursement, if any, will be made by the Adviser to
the Trust within five days after the end of each month. For the purpose
of this subparagraph (d), the term "fiscal year" shall include the
portion of the then current fiscal year which shall have elapsed at the
date of termination of this Agreement.
9. The services of the Adviser to the Trust are not deemed exclusive, the
Adviser being free to render services to others and to engage in other
activities. Without relieving the Adviser of its duties hereunder and
subject to the prior approval of the Trustees and subject to further
compliance with the applicable provisions of the Investment Company Act of
1940, as amended, the Adviser may appoint one or more agents to perform any
of the functions and services which are to be provided under the terms of
the Agreement upon such terms and conditions as may be mutually agreed upon
among the Trust, the Adviser and any such Agent.
10. The Adviser shall not be liable to the Trust or to any shareholder of the
Trust for any error of judgment or mistake of law or for any loss suffered
by the Trust or by any shareholder of the Trust in connection with the
matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith, gross negligence or reckless disregard on
the part of the Adviser in the performance of its duties hereunder.
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<PAGE>
11. It is understood that:
(a) Trustees, officers, employees, agents and shareholders of the Trust are
or may be "interested persons" of the Adviser as directors, officers,
stockholders or otherwise;
(b) Trustees, officers, employees, agents and stockholders of the Adviser
are or may be "interested persons" of the Trust as Trustees, officers,
shareholders or otherwise; and
(c) The existence of any such dual interest shall not affect the validity
hereof or of any transactions hereunder.
12. This Amended and Restated Agreement shall become effective with respect to
each of the Existing Series as of ____________, 2000 (the " Amendment
Date"), and, with respect to any Additional Series, on the date specified
in the notice to the Trust from the Adviser in accordance with paragraph 2
hereof that the Adviser is willing to serve as Adviser with respect to such
Additional Series. Unless terminated as herein provided, this Agreement
shall remain in full force and effect for a period of one year following
the Contract Date, and, with respect to each Additional Series, until the
next anniversary of the Contract Date following the date on which such
Additional Series became subject to the terms and conditions of this
Agreement and shall continue in full force and effect for periods of one
year thereafter with respect to each Series so long as (a) such continuance
with respect to any such Series is approved at least annually by either the
Trustees or by a "vote of the majority of the outstanding voting
securities" of such Series and (b) the terms and any renewal of this
Agreement with respect to any such Series have been approved by a vote of a
majority of the Trustees who are not parties to this Agreement or
"interested persons" of any such party cast in person at a meeting called
for the purpose of voting on such approval; provided, however, that the
continuance of this Agreement with respect to each Additional Series is
subject to its approval by a "vote of a majority of the outstanding voting
securities" of any such Additional Series on or before the next anniversary
of the Contract Date following the date on which such Additional Series
became a Series hereunder. Any approval of this Agreement by a vote of the
holders of a "majority of the outstanding voting securities" of any Series
shall be effective to continue this Agreement with respect to any such
Series notwithstanding (a) that this Agreement has not been approved by a
"vote of the majority of the outstanding voting securities" of any other
Series affected thereby and (b) that this Agreement has not been approved
by the holders of a "vote of a majority of the outstanding voting
securities" of the Trust, unless either such additional approval shall be
required by any other applicable law or otherwise.
13. The Trust may terminate this Agreement with respect to the Trust or to any
Series upon 60 days' written notice to the Adviser at any time, without the
payment of any penalty, by vote of the Trustees or, as to each Series, by a
"vote of a majority of the outstanding voting securities" of such Series.
The Adviser may terminate this Agreement with respect to any Series upon 60
days' written notice to the Trust, without the payment of any penalty. This
Agreement shall immediately terminate in the event of its "assignment."
14. The terms "majority of the outstanding voting securities", "interested
persons" and "assignment" when used herein, shall have the respective
meanings specified in the Investment Company Act of 1940, as amended.
15. In the event of termination of this Agreement, or at the request of the
Adviser, the Trust will eliminate all reference to "Phoenix" from its name,
and will not thereafter transact business in a name using the word
"Phoenix" in any form or combination whatsoever, or otherwise use the word
"Phoenix" as a part of its name. The Trust will thereafter in all
prospectuses, advertising materials, letterheads, and other material
designed to be read by investors or prospective investors delete from the
name the word "Phoenix" or any approximation thereof. If the Adviser
chooses to withdraw the Trust's right to use the word "Phoenix," it agrees
to submit the question of continuing this Agreement to a vote of the
Trust's shareholders at the time of such withdrawal.
16. It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust. The
execution and delivery of this Agreement have been authorized by the
Trustee and shareholders of the Trust and signed by the President of the
Trust, acting as such, and neither such authorization by such Trustees and
shareholders nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or be binding upon or
impose any liability on any of them personally, but shall bind only the
trust property of the Trust as provided in the Declaration of Trust. The
Certificate of Trust, as amended, is or shall be on file with the Office of
the Secretary of State of the State of Delaware.
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<PAGE>
17. This Agreement shall be construed and the rights and obligations of the
parties hereunder enforced in accordance with the laws of The Commonwealth
of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated
Agreement to be executed by their duly authorized officers as of the Amendment
Date.
PHOENIX SERIES FUND
By: _______________________________________
Philip R. McLoughlin, President
PHOENIX INVESTMENT COUNSEL, INC.
By: _______________________________________
Michael E. Haylon, President
B-5
<PAGE>
APPENDIX C
FORM OF AMENDMENT TO SUBADVISORY AGREEMENT
SCHEDULE C
----------
SUBADVISORY FEE
(EFFECTIVE AS OF ________, 2000)
For services provided to the Trust pursuant to paragraph 3 hereof, the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.40% of the average daily net
assets of the Phoenix-Engemann Aggressive Growth Fund for the first $50 million,
0.30% from $50 million to $262 million, 0.45% from $262 million to $500 million
and 0.35% of such value in excess of $500 million. The fees shall be prorated
for any month during which this agreement is in effect for only a portion of the
month. In computing the fee to be paid to the Subadviser, the net asset value of
the Trust and each Fund shall be valued as set forth in the then current
registration statement of the Trust.
CONSENT:
ROGER ENGEMANN & ASSOCIATES, INC. PHOENIX INVESTMENT COUNSEL, INC.
By:____________________________ By:___________________________
Roger Engemann Michael E. Haylon
President President
<PAGE>
PHOENIX SERIES FUND
SUBADVISORY AGREEMENT
---------------------
June 26, 1998
Roger Engemann & Associates, Inc.
600 North Rosemead Boulevard
Pasadena, California 91107-2101
RE: SUBADVISORY AGREEMENT
Gentlemen:
Phoenix Series Fund (the "Trust") is a diversified open-end investment company
of the series type registered under the Investment Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder. The
shares of the Trust are offered or may be offered in several series, including
the Phoenix Aggressive Growth Fund Series (hereafter referred to as the
"Series").
Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series
advisers for the Series and is responsible for the day-to-day management of the
Series.
1. Employment as a Subadviser. The Adviser, being duly authorized, hereby
employs Roger Engemann & Associates, Inc. (the "Subadviser") as a
subadviser to invest and reinvest the assets of the Series on the terms
and conditions set forth herein. The services of the Subadviser
hereunder are not to be deemed exclusive; the Subadviser may render
services to others and engage in other activities which do not conflict
in any material manner in the Subadviser's performance hereunder.
2. Acceptance of Employment; Standard of Performance. The Subadviser
accepts its employment as a subadviser to the Adviser and agrees to use
its best professional judgment to make investment decisions for the
Series in accordance with the provisions of this Agreement.
3. Services of Subadviser. The Subadviser shall provide the services set
forth herein and in Schedule A attached hereto and made a part hereof.
In providing management services to the Series, the Subadviser shall be
subject to the investment objectives, policies and restrictions of the
Trust as they apply to the Series and as set forth in the Trust's then
current Prospectus and Statement of Additional Information (as the same
may be modified from time to time), and to the Trust's Agreement and
Declaration of Trust and By-Laws, to the investment and other
restrictions set forth in the Act, the Securities Act of 1933 and the
Internal Revenue Code and the rules and regulations thereunder, and to
the supervision and control of the Trustees of the Trust (the
"Trustees"). The Subadviser shall not, without the Adviser's prior
approval, effect any transactions which would cause the Series at the
time of the transaction to be out of compliance with any of such
restrictions or policies.
4. Expenses. The Subadviser shall furnish at its own expense, or pay the
expenses of the Adviser, for the following:
(a) Office facilities, including office space, furniture and
equipment utilized by its employees, in the fulfillment
of Subadviser's responsibilities hereunder;
(b) Personnel necessary to perform the functions required to
manage the investment and reinvestment of each Series'
assets (including those required for research,
statistical and investment work), and to fulfill the
other functions of the Subadviser hereunder;
(c) Personnel to serve without salaries for the Trust as
officers or agents of the Trust. The Subadviser need not
provide personnel to perform, or pay the expenses of the
Adviser for, services customarily performed for an
open-end management investment company by its national
distributor, custodian, financial agent, transfer agent,
auditors and legal counsel; and
C-2
<PAGE>
(d) Compensation and expenses, if any, of the Trustees who
are also full-time employees of the Subadviser.
5. Transaction Procedures. All transactions for the Series will be
consummated by payment to, or delivery by, the Custodian(s) from time
to time designated by the Trust (the "Custodian"), or such depositories
or agents as may be designated by the Custodian pursuant to its
agreement with the Trust (the "Custodian Agreement"), of all cash
and/or securities due to or from the Series. The Subadviser shall not
have possession or custody of such cash and/or securities or any
responsibility or liability with respect to such custody. The
Subadviser shall advise the Custodian and confirm in writing to the
Trust all investment orders for the Series placed by it with brokers
and dealers at the time and in the manner set forth in the Custodian
Agreement and in Schedule B hereto (as amended from time to time). The
Trust shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any transaction
initiated by the Subadviser. The Trust shall be responsible for all
custodial arrangements and the payment of all custodial charges and
fees, and, upon giving proper instructions to the Custodian, the
Subadviser shall have no responsibility or liability with respect to
custodial arrangements or the acts, omissions or other conduct of the
Custodian.
6. Allocation of Brokerage. The Subadviser shall have authority and
discretion to select brokers and dealers to execute Series transactions
initiated by the Subadviser, and to select the markets on or in which
the transactions will be executed.
A. In placing orders for the sale and purchase of Series securities for
the Trust, the Subadviser's primary responsibility shall be to seek the
best execution of orders at the most favorable prices. However, this
responsibility shall not obligate the Subadviser to solicit competitive
bids for each transaction or to seek the lowest available commission
cost to the Trust, so long as the Subadviser reasonably believes that
the broker or dealer selected by it can be expected to obtain "best
execution" on the particular transaction and determines in good faith
that the commission cost is reasonable in relation to the value of the
brokerage and research services (as defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) provided by such broker or dealer to
the Subadviser, viewed in terms of either that particular transaction
or of the Subadviser's overall responsibilities with respect to its
clients, including the Trust, as to which the Subadviser exercises
investment discretion, notwithstanding that the Trust may not be the
direct or exclusive beneficiary of any such services or that another
broker may be willing to charge the Trust a lower commission on the
particular transaction.
B. Subject to the requirements of paragraph A above, the Adviser shall
have the right to require that transactions giving rise to brokerage
commissions, in an amount to be agreed upon by the Adviser and the
Subadviser, shall be executed by brokers and dealers that provide
brokerage or research services to the Trust or that will be of value to
the Trust in the management of its assets, which services and
relationship may, but need not, be of direct or exclusive benefit to
the Series. In addition, subject to paragraph A above, the applicable
Conduct Rules of the National Association of Securities Dealers, Inc.
and other applicable law, the Trust shall have the right to request
that transactions be executed by brokers and dealers by or through whom
sales of shares of the Trust are made.
C. The Subadviser shall not execute any transactions for the Series
with a broker or dealer that is an "affiliated person" (as defined in
the Act) of the Trust, the Subadviser or the Adviser without the prior
written approval of the Trust.
7. Fees for Services. The compensation of the Subadviser for its services
under this Agreement shall be calculated and paid by the Adviser in
accordance with the attached Schedule C. Pursuant to the Investment
Advisory Agreement between the Trust and the Adviser, the Adviser is
solely responsible for the payment of fees to the Subadviser.
8. Limitation of Liability. The Subadviser shall not be liable for any
action taken, omitted or suffered to be taken by it in its best
professional judgment, in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement, or in accordance with specific directions or
instructions from the Trust, provided, however, that such acts or
omissions shall not have constituted a breach of the investment
objectives, policies and restrictions applicable to the Series and that
C-3
<PAGE>
such acts or omissions shall not have resulted from the Subadviser's
willful misfeasance, bad faith or gross negligence, a violation of the
standard of care established by and applicable to the Subadviser in its
actions under this Agreement or a breach of its duty or of its
obligations hereunder (provided, however, that the foregoing shall not
be construed to protect the Subadviser from liability under the Act,
other federal or state securities laws or common law).
9. Confidentiality. Subject to the duty of the Subadviser to comply with
applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Series and the actions
of the Subadviser and the Trust in respect thereof.
10. Assignment. This Agreement shall terminate automatically in the event
of its assignment, as that term is defined in Section 2(a)(4) of the
Act. The Subadviser shall notify the Adviser in writing sufficiently in
advance of any proposed change of control, as defined in Section
2(a)(9) of the Act, as will enable the Adviser to consider whether an
assignment as defined in Section 2(a)(4) of the Act will occur and to
take the steps it deems necessary.
11. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees that:
A. It is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act").
B. It will maintain, keep current and preserve on behalf of
the Trust, in the manner required or permitted by the Act and
the Rules thereunder, the records identified in Schedule D (as
amended from time to time). The Subadviser agrees that such
records are the property of the Trust, and will be surrendered
to the Trust or to the Adviser as agent of the Trust promptly
upon request of either.
C. It has a written code of ethics complying with the
requirements of Rule 17j-l under the Act and will provide the
Adviser with a copy of the code of ethics and evidence of its
adoption. Subadviser acknowledges receipt of the written code
of ethics adopted by and on behalf of the Trust (the "Code of
Ethics"). Within 10 days of the end of each calendar quarter
while this Agreement is in effect, a duly authorized
compliance officer of the Subadviser shall certify to the
Trust and to the Adviser that the Subadviser has complied with
the requirements of Rule 17j-l during the previous calendar
quarter and that there has been no violation of its code of
ethics, or the Code of Ethics, or if such a violation has
occurred, that appropriate action was taken in response to
such violation. The Subadviser shall permit the Trust and
Adviser to examine the reports required to be made by the
Subadviser under Rule 17j-l(c)(1) and this subparagraph.
D. Reference is hereby made to the Declaration of Trust dated
July 28, 1980, establishing the Trust, a copy of which has
been filed with the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed with the
Secretary of the Commonwealth of Massachusetts and elsewhere
as required by law. The name Phoenix Series Fund refers to the
Trustees under said Declaration of Trust, as Trustees and not
personally, and no Trustee, shareholder, officer, agent or
employee of the Trust shall be held to any personal liability
in connection with the affairs of the Trust; only the trust
estate under said Declaration of Trust is liable. Without
limiting the generality of the foregoing, neither the
Subadviser nor any of its officers, directors, partners,
shareholders or employees shall, under any circumstances, have
recourse or cause or willingly permit recourse to be had
directly or indirectly to any personal, statutory, or other
liability of any shareholder, Trustee, officer, agent or
employee of the Trust or of any successor of the Trust,
whether such liability now exists or is hereafter incurred for
claims against the trust estate.
12. Amendment. This Agreement may be amended at any time, but only by
written agreement among the Subadviser, and the Adviser, which
amendment, other than amendments to Schedules B and D, is subject to
the approval of the Trustees and the Shareholders of the Trust as and
to the extent required by the Act.
C-4
<PAGE>
13. Effective Date; Term. This Agreement shall become effective on the date
set forth on the first page of this Agreement. Unless terminated as
hereinafter provided, this Agreement shall remain in full force and
effect until October 31, 1998, and thereafter only so long as its
continuance has been specifically approved at least annually by the
Trustees in accordance with Section 15(a) of the Act, and by the
majority vote of the disinterested Trustees in accordance with the
requirements of Section 15(c) thereof.
14. Termination. This Agreement may be terminated by any party, without
penalty, immediately upon written notice to the other parties in the
event of a breach of any provision thereof by a party so notified, or
otherwise, upon sixty (60) days' written notice to the other parties,
but any such termination shall not affect the status, obligations or
liabilities of any party hereto to the other parties.
15. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of
the Commonwealth of Massachusetts.
16. Severability. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the
remainder of this Agreement shall not be affected thereby, and each and
every term and condition of this Agreement shall be valid and enforced
to the fullest extent permitted by law.
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Michael E. Haylon
----------------------------
Michael E. Haylon
President
ACCEPTED:
ROGER ENGEMANN & ASSOCIATES, INC.
By: /s/ Roger Engemann
--------------------------------
Name: J. Roger Engemann
Title: President
SCHEDULES: A. Subadviser Functions
B. Operational Procedures
C. Fee Schedule
D. Record Keeping Requirements
C-5
<PAGE>
SCHEDULE A
----------
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Series
assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Series consistent with its
investment objectives based upon the development, review and
adjustment of buy/sell strategies approved from time to time
by the Board of Trustees and Adviser;
(b) Implementation of the investment program for the Series based
upon the foregoing criteria;
(c) Quarterly reports, in form and substance acceptable to the
Adviser, with respect to: i) compliance with the Code of
Ethics and the Subadviser's code of ethics; ii) compliance
with procedures adopted from time to time by the Trustees of
the Trust relative to securities eligible for resale under
Rule 144A under the Securities Act of 1933, as amended; iii)
diversification of Series assets in accordance with the then
prevailing prospectus and statement of additional information
pertaining to the Series and governing laws; iv) compliance
with governing restrictions relating to the fair valuation of
securities for which market quotations are not readily
available or considered "illiquid" for the purposes of
complying with the Series limitation on acquisition of
illiquid securities; v) any and all other reports reasonably
requested in accordance with or described in this Agreement;
and, vi) the implementation of the Series investment program,
including, without limitation, analysis of Series performance;
(d) Attendance by appropriate representatives of the Subadviser at
meetings requested by the Adviser or Trustees at such time(s)
and location(s) as reasonably requested by the Adviser or
Trustees; and
(e) Participation, overall assistance and support in marketing the
Series, including, without limitation, meetings with pension
fund representatives, broker/dealers who have a sales
agreement with Phoenix Equity Planning Corporation, and other
parties requested by the Adviser.
C-6
<PAGE>
SCHEDULE B
----------
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied to State Street Bank and Trust Company (the
"Custodian"), the custodian for the Trust.
The Subadviser must furnish the Custodian with daily information as to executed
trades, or, if no trades are executed, with a report to that effect, no later
than 5 p.m. (Eastern Standard time) on the day of the trade (confirmation
received from broker). The necessary information can be sent via facsimile
machine to the Custodian. Information provided to the Custodian shall include
the following:
1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Identified tax lot (if applicable).
When opening accounts with brokers for, and in the name of, the Trust, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Trust. Delivery instructions are as specified by the Custodian. The
Custodian will supply the Subadviser daily with a cash availability report. This
will normally be done by telex so that the Subadviser will know the amount
available for investment purposes.
C-7
<PAGE>
SCHEDULE C
----------
SUBADVISORY FEE
For services provided to the Trust pursuant to paragraph 3 hereof, the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.20% of the average daily net
assets of the Aggressive Growth Fund up to $262 million, 0.35% of such value
between $262 million and $1 billion, 0.325% of such value between $1 billion and
$2 billion, and 0.30% of such value in excess of $2 billion. The fees shall be
prorated for any month during which this agreement is in effect for only a
portion of the month. In computing the fee to be paid to the Subadviser, the net
asset value of the Trust and each Series shall be valued as set forth in the
then current registration statement of the Trust.
C-8
<PAGE>
SCHEDULE D
----------
RECORDS TO BE MAINTAINED BY THE SUBADVISER
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other
series purchases and sales, given by the Subadviser on behalf of the
Trust for, or in connection with, the purchase or sale of securities,
whether executed or unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any modifications
or cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the
Trust.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within
ten (10) days after the end of the quarter, showing specifically the
basis or bases upon which the allocation of orders for the purchase and
sale of series securities to named broker or dealers was effected, and
the division of brokerage commissions or other compensation on such
purchase and sale orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Trust by brokers or
dealers.
(ii) The supplying of services or benefits by brokers or
dealers to:
(a) The Trust,
(b) The Adviser (Phoenix Investment Counsel, Inc.)
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical
qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made
available.
C. Shall describe in detail the application of any general or
specific formula or other determinant used in arriving at such
allocation of purchase and sale orders and such division of
brokerage commissions or other compensation.
D. The name of the person responsible for making the
determination of such allocation and such division of
brokerage commissions or other compensation.
3. (Rule 3la-(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of series securities. Where an authorization is made
by a committee or group, a record shall be kept of the names of its
members who participate in the authorization. There shall be retained
as part of this record: any memorandum, recommendation or instruction
supporting or authorizing the purchase or sale of series securities and
such other information as is appropriate to support the authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents as are
required to be maintained by registered investment advisers by rule
adopted under Section 204 of the Investment Advisers Act of 1940, to
the extent such records are necessary or appropriate to record the
Subadviser's transactions for the Trust.
---------------
* Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendation; i.e., buy, sell, hold) or any internal reports
or subadviser review.
C-9
<PAGE>
APPENDIX D
COMPARATIVE ADVISORY FEE INFORMATION
MUTUAL FUNDS MANAGED BY PHOENIX INVESTMENT COUNSEL, INC.
<TABLE>
-----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
RATE RATE RATE FOR
SIZE OF FUND FOR 1ST FOR NEXT EXCESS OVER
FUND (MILLIONS) $250,000,000 $250,000,000 $500,000,000
-----------------------------------------------------------------------------------------------------------------------------
THE PHOENIX EDGE SERIES FUND
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Phoenix-Engemann Capital Growth Series $2,165.8 0.70% 0.65% 0.60%
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series $ 85.4 0.90% 0.85% 0.80%
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series $ 25.8 0.70% 0.65% 0.60%
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series $ 110.5 0.70% 0.65% 0.60%
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Strategic Theme Series $ 244.4 0.75% 0.70% 0.65%
-----------------------------------------------------------------------------------------------------------------------------
SIZE OF FUND
(MILLIONS) RATE
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series $ 48.6 0.80%
-----------------------------------------------------------------------------------------------------------------------------
RATE RATE RATE FOR
SIZE OF FUND FOR 1ST FOR NEXT EXCESS OVER
(MILLIONS) $1 BILLION $1 BILLION $2 BILLION
-----------------------------------------------------------------------------------------------------------------------------
PHOENIX EQUITY SERIES FUND
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth & Income Fund $ 503.9 0.75% 0.70% 0.65%
-----------------------------------------------------------------------------------------------------------------------------
PHOENIX INVESTMENT TRUST 97
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Small Cap Value Fund $ 105.8 0.90% 0.85% 0.80%
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Fund $ 68.7 0.75% 0.70% 0.65%
-----------------------------------------------------------------------------------------------------------------------------
PHOENIX MULTI-PORTFOLIO FUND
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Tax Sensitive Growth Fund $ 6.1 0.75% 0.70% 0.65%
-----------------------------------------------------------------------------------------------------------------------------
PHOENIX SERIES FUND
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Capital Growth Fund $3,182.2 0.70% 0.65% 0.60%
-----------------------------------------------------------------------------------------------------------------------------
PHOENIX STRATEGIC EQUITY SERIES FUND
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Small Cap Fund $ 336.9 0.75% 0.70% 0.65%
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Growth Fund $ 356.7 0.70% 0.65% 0.60%
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Strategic Theme Fund $ 781.5 0.75% 0.70% 0.65%
-----------------------------------------------------------------------------------------------------------------------------
SIZE OF FUND
(MILLIONS) RATE
-----------------------------------------------------------------------------------------------------------------------------
PHOENIX-SENECA FUNDS
-----------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap "EDGE" Fund $ 72.6 0.80%
-----------------------------------------------------------------------------------------------------------------------------
RATE FOR
SIZE OF FUND RATE FOR EXCESS OVER
(MILLIONS) 1ST BILLION $1 BILLION
-----------------------------------------------------------------------------------------------------------------------------
PHOENIX-DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
-----------------------------------------------------------------------------------------------------------------------------
Phoenix Duff & Phelps Institutional Growth Stock Portfolio $ 63.9 0.60% 0.55%
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: Phoenix has not waived, reduced, or otherwise agreed to reduce its
compensation under any applicable investment management contract.
<PAGE>
MUTUAL FUNDS ADVISED BY ROGER ENGEMANN & ASSOCIATES, INC.
<TABLE>
-------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SIZE RATE RATE FOR
OF FUND FOR 1ST RATE FOR NEXT EXCESS OVER
FUND (MILLIONS) $50 MILLION $450 MILLION $500 MILLION
-------------------------------------------------------------------------------------------------------------------------------
PHOENIX-ENGEMANN FUNDS
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Phoenix-Engemann Focus Growth Fund $ 788.2 0.90% 0.80% 0.70%
-------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Fund $ 546.0 0.90% 0.80% 0.70%
-------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Small & Mid Cap Growth Fund $ 370.0 1.00% 0.90% 0.80%
-------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Value 25 Fund $ 15.1 0.90% 0.80% 0.70%
-------------------------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS SUBADVISED BY ROGER ENGEMANN & ASSOCIATES, INC.
-------------------------------------------------------------------------------------------------------------------------------
SIZE RATE FOR RATE FOR
OF FUND UP TO EXCESS OVER
(MILLIONS) $3 BILLION $3 BILLION
-------------------------------------------------------------------------------------------------------------------------------
PHOENIX SERIES FUND
-------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Capital Growth Fund $3,182.2 0.10% 0.30%
-------------------------------------------------------------------------------------------------------------------------------
SIZE RATE FOR RATE FOR RATE FOR RATE FOR
OF FUND UP TO $323 MILLION NEXT EXCESS OVER
(MILLIONS) $323 MILLION TO $1 BILLION $1 BILLION $2 BILLION
-------------------------------------------------------------------------------------------------------------------------------
PHOENIX STRATEGIC EQUITY SERIES FUND
-------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Small Cap Fund $ 336.9 0.20% 0.375% 0.35% 0.325%
-------------------------------------------------------------------------------------------------------------------------------
SIZE RATE RATE FOR
OF FUND FOR 1ST RATE FOR NEXT EXCESS OVER
(MILLIONS) $250 MILLION $250 MILLION $500 MILLION
-------------------------------------------------------------------------------------------------------------------------------
THE PHOENIX EDGE SERIES FUND
-------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series $ 85.4 0.45% 0.40% 0.35%
-------------------------------------------------------------------------------------------------------------------------------
SIZE RATE RATE
OF FUND FOR 1ST FOR EXCESS
(MILLIONS) $3 BILLION OVER $3 BILLION
-------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Capital Growth Series $2,165.8 0.10% 0.30%
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: Engemann has not waived, reduced, or otherwise agreed to reduce its
compensation under any applicable investment management contract.
D-2
<PAGE>
PHOENIX SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 2000
PHOENIX-DUFF & PHELPS CORE BOND FUND
PROXY
The undersigned shareholder of Phoenix-Duff & Phelps Core Bond Fund
(the "Fund"), a series of Phoenix Series Fund (the "Trust"), revoking any and
all previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held on November 16, 2000 at the
offices of the Trust, 101 Munson Street, Greenfield, Massachusetts, and at any
and all adjournments thereof, with respect to all shares of the Fund for which
the undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
REORGANIZATION OF TRUST
<TABLE>
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of Phoenix Series Fund as a [ ] [ ] [ ]
Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS FOR AGAINST ABSTAIN ON
COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSALS PROPOSALS PROPOSALS
OF THE FUND, VOTE HERE: 2-21 2-21 2-21
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. To eliminate the fundamental investment restriction regarding For Against Abstain
joint trading. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction regarding For Against Abstain
the pledging of assets. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
short sales. [ ] [ ] [ ]
13. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities on margin. [ ] [ ] [ ]
14. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
15. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
16. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in companies for the purpose of exercising management [ ] [ ] [ ]
or control.
17. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in oil, gas or other mineral exploration or [ ] [ ] [ ]
development programs.
18. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in and writing puts, calls and straddles. [ ] [ ] [ ]
19. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of illiquid securities. [ ] [ ] [ ]
20. To eliminate the fundamental investment restriction regarding For Against Abstain
securities lending. [ ] [ ] [ ]
21. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of unseasoned issuers. [ ] [ ] [ ]
</TABLE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
<TABLE>
<S> <C> <C> <C>
------------------------------------------------ ------------- ---------------------------------- ----------------
------------------------------------------------ ------------- ---------------------------------- ----------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
PHOENIX SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 2000
PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND
PROXY
The undersigned shareholder of Phoenix-Engemann Aggressive Growth Fund
(the "Fund"), a series of Phoenix Series Fund (the "Trust"), revoking any and
all previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held on November 16, 2000 at the
offices of the Trust, 101 Munson Street, Greenfield, Massachusetts, and at any
and all adjournments thereof, with respect to all shares of the Fund for which
the undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
REORGANIZATION OF TRUST
<TABLE>
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of Phoenix Series Fund as a [ ] [ ] [ ]
Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS FOR AGAINST ABSTAIN
ON COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT PROPOSALS PROPOSALS PROPOSALS
RESTRICTIONS OF THE FUND, VOTE HERE: 2-21 2-21 2-21
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. To eliminate the fundamental investment restriction regarding For Against Abstain
joint trading. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction regarding For Against Abstain
the pledging of assets. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
short sales. [ ] [ ] [ ]
13. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities on margin. [ ] [ ] [ ]
14. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
15. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
16. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in companies for the purpose of exercising management [ ] [ ] [ ]
or control.
17. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in oil, gas or other mineral exploration or [ ] [ ] [ ]
development programs.
18. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in and writing puts, calls and straddles. [ ] [ ] [ ]
19. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of illiquid securities. [ ] [ ] [ ]
20. To eliminate the fundamental investment restriction regarding For Against Abstain
securities lending. [ ] [ ] [ ]
21. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of unseasoned issuers. [ ] [ ] [ ]
22(a) To approve an amendment to the advisory agreement between the For Against Abstain
Trust and Phoenix Investment Counsel, Inc. ("Phoenix"). [ ] [ ] [ ]
22(b) To approve an amendment to the subadvisor agreement between For Against Abstain
Phoenix and Roger Engemann & Associates, Inc. [ ] [ ] [ ]
</TABLE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
<TABLE>
<S> <C> <C> <C>
------------------------------------------------ ------------- ---------------------------------- ----------------
------------------------------------------------ ------------- ---------------------------------- ----------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
PHOENIX SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 2000
PHOENIX-ENGEMANN CAPITAL GROWTH FUND
PROXY
The undersigned shareholder of Phoenix-Engemann Capital Growth Fund
(the "Fund"), a series of Phoenix Series Fund (the "Trust"), revoking any and
all previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held on November 16, 2000 at the
offices of the Trust, 101 Munson Street, Greenfield, Massachusetts, and at any
and all adjournments thereof, with respect to all shares of the Fund for which
the undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
REORGANIZATION OF TRUST
<TABLE>
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of Phoenix Series Fund as a [ ] [ ] [ ]
Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS FOR AGAINST ABSTAIN
ON COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT PROPOSALS PROPOSALS PROPOSALS
RESTRICTIONS OF THE FUND, VOTE HERE: 2-21 2-21 2-21
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. To eliminate the fundamental investment restriction regarding For Against Abstain
joint trading. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction regarding For Against Abstain
the pledging of assets. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
short sales. [ ] [ ] [ ]
13. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities on margin. [ ] [ ] [ ]
14. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
15. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
16. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in companies for the purpose of exercising management [ ] [ ] [ ]
or control.
17. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in oil, gas or other mineral exploration or [ ] [ ] [ ]
development programs.
18. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in and writing puts, calls and straddles. [ ] [ ] [ ]
19. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of illiquid securities. [ ] [ ] [ ]
20. To eliminate the fundamental investment restriction regarding For Against Abstain
the securities lending. [ ] [ ] [ ]
21. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of unseasoned issuers. [ ] [ ] [ ]
</TABLE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
<TABLE>
<S> <C> <C> <C>
------------------------------------------------ ------------- ---------------------------------- ----------------
------------------------------------------------ ------------- ---------------------------------- ----------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
PHOENIX SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 2000
PHOENIX-GOODWIN HIGH YIELD FUND
PROXY
The undersigned shareholder of Phoenix-Goodwin High Yield Fund (the
"Fund"), a series of Phoenix Series Fund (the "Trust"), revoking any and all
previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held on November 16, 2000 at the
offices of the Trust, 101 Munson Street, Greenfield, Massachusetts, and at any
and all adjournments thereof, with respect to all shares of the Fund for which
the undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
REORGANIZATION OF TRUST
<TABLE>
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of Phoenix Series Fund as a [ ] [ ] [ ]
Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS FOR AGAINST ABSTAIN
ON COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT PROPOSALS PROPOSALS PROPOSALS
RESTRICTIONS OF THE FUND, VOTE HERE: 2-21 2-21 2-21
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS INDIVIDUALLY, VOTE
BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. To eliminate the fundamental investment restriction regarding For Against Abstain
joint trading. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction regarding For Against Abstain
the pledging of assets. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
short sales. [ ] [ ] [ ]
13. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities on margin. [ ] [ ] [ ]
14. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
15. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
16. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in companies for the purpose of exercising management [ ] [ ] [ ]
or control.
17. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in oil, gas or other mineral exploration or [ ] [ ] [ ]
development programs.
18. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in and writing puts, calls and straddles. [ ] [ ] [ ]
19. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of illiquid securities. [ ] [ ] [ ]
20. To eliminate the fundamental investment restriction regarding For Against Abstain
securities lending. [ ] [ ] [ ]
21. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of unseasoned issuers. [ ] [ ] [ ]
</TABLE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
<TABLE>
<S> <C> <C> <C>
------------------------------------------------ ------------- ---------------------------------- ----------------
------------------------------------------------ ------------- ---------------------------------- ----------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
PHOENIX SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 2000
PHOENIX-GOODWIN MONEY MARKET FUND
PROXY
The undersigned shareholder of Phoenix-Goodwin Money Market Fund (the
"Fund"), a series of Phoenix Series Fund (the "Trust"), revoking any and all
previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held on November 16, 2000 at the
offices of the Trust, 101 Munson Street, Greenfield, Massachusetts, and at any
and all adjournments thereof, with respect to all shares of the Fund for which
the undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
REORGANIZATION OF TRUST
<TABLE>
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of Phoenix Series Fund as a [ ] [ ] [ ]
Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS FOR AGAINST ABSTAIN
ON COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT PROPOSALS PROPOSALS PROPOSALS
RESTRICTIONS OF THE FUND, VOTE HERE: 2-21 2-21 2-21
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS INDIVIDUALLY, VOTE
BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. To eliminate the fundamental investment restriction regarding For Against Abstain
joint trading. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction regarding For Against Abstain
the pledging of assets. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
short sales. [ ] [ ] [ ]
13. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities on margin. [ ] [ ] [ ]
14. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
15. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
16. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in companies for the purpose of exercising management [ ] [ ] [ ]
or control.
17. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in oil, gas or other mineral exploration or [ ] [ ] [ ]
development programs.
18. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in and writing puts, calls and straddles. [ ] [ ] [ ]
19. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of illiquid securities. [ ] [ ] [ ]
20. To eliminate the fundamental investment restriction regarding For Against Abstain
securities lending. [ ] [ ] [ ]
21. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of unseasoned issuers. [ ] [ ] [ ]
</TABLE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
<TABLE>
<S> <C> <C> <C>
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Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
PHOENIX SERIES FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 2000
PHOENIX-OAKHURST BALANCED FUND
PROXY
The undersigned shareholder of Phoenix-Oakhurst Balanced Fund (the
"Fund"), a series of Phoenix Series Fund (the "Trust"), revoking any and all
previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held on November 16, 2000 at the
offices of the Trust, 101 Munson Street, Greenfield, Massachusetts, and at any
and all adjournments thereof, with respect to all shares of the Fund for which
the undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
REORGANIZATION OF TRUST
<TABLE>
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1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of Phoenix Series Fund as a [ ] [ ] [ ]
Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS FOR AGAINST ABSTAIN
ON COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT PROPOSALS PROPOSALS PROPOSALS
RESTRICTIONS OF THE FUND, VOTE HERE: 2-21 2-21 2-21
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING TWENTY PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. To eliminate the fundamental investment restriction regarding For Against Abstain
joint trading. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction regarding For Against Abstain
the pledging of assets. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
short sales. [ ] [ ] [ ]
13. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities on margin. [ ] [ ] [ ]
14. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
15. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
16. To eliminate the fundamental investment restriction investing in For Against Abstain
companies for the purpose of exercising management or control. [ ] [ ] [ ]
17. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in oil, gas or other mineral exploration or [ ] [ ] [ ]
development programs.
18. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in and writing puts, calls and straddles. [ ] [ ] [ ]
19. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of illiquid securities. [ ] [ ] [ ]
20. To eliminate the fundamental investment restriction regarding For Against Abstain
securities lending. [ ] [ ] [ ]
21. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of unseasoned issuers. [ ] [ ] [ ]
</TABLE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
<TABLE>
<S> <C> <C> <C>
------------------------------------------------ ------------- ---------------------------------- ----------------
------------------------------------------------ ------------- ---------------------------------- ----------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
