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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
PHOENIX WORLDWIDE OPPORTUNITIES FUND
------------------------------------
(Name of Registrant as Specified in its Charter)
Thomas N. Steenburg, Esq.
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>
PHOENIX WORLDWIDE OPPORTUNITIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
Notice of Special Meeting
of Shareholders to be Held October 27, 1998
To the Shareholders:
A Special Meeting of Shareholders of Phoenix Worldwide Opportunities Fund
("the Fund") will be held in the offices of the Fund, 101 Munson Street,
Greenfield, Massachusetts 01301, on October 27, 1998 at 11:00 a.m. for the
following purposes:
To approve or not approve a Subadvisory Agreement in the form attached
to this Proxy Statement as Exhibit A between Phoenix Investment
Counsel, Inc. and Aberdeen Fund Managers, Inc.
This proposal is discussed in detail in the attached Proxy Statement. The
Board of Trustees has fixed August 28, 1998 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
Whether or not you plan to attend the meeting in person, please vote your
shares by completing, dating and signing the enclosed proxy and returning it
promptly in the postage paid return envelope enclosed for your use. Prompt
return of proxies by shareholders will save the Fund and shareholders the costs
associated with further solicitation. The enclosed proxy is being solicited by
the Board of Trustees of the Fund.
By Order of the Board of Trustees,
G. Jeffrey Bohne, Secretary
Greenfield, Massachusetts
September 25, 1998
<PAGE>
PHOENIX WORLDWIDE OPPORTUNITIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
--------------------
PROXY STATEMENT
A Special Meeting of Shareholders
to be Held on October 27, 1998
INTRODUCTION
The enclosed proxy is solicited by the Board of Trustees of Phoenix
Worldwide Opportunities Fund (the "Fund") for use at the Special Meeting of
Shareholders to be held on October 27, 1998, and at any adjournment(s) thereof.
Shareholders of record at the close of business on August 28, 1998 are entitled
to notice of and to vote at the meeting or any adjourned session. As of August
28, 1998, there were issued and outstanding 15,571,509.382 shares, par value
$0.01 per share, of the Fund (the "Shares"). Each Shareholder will be entitled
to one vote for each full Share (and fractional vote corresponding to any
fractional Share) registered in his/her name on the Fund's books on the record
date and not thereafter repurchased or redeemed by the Fund.
All shares represented by duly executed proxies will be voted in accordance
with the specification thereon. If a duly executed proxy does not specify a
choice between approval or disapproval of, or abstention with respect to, any
proposal, the shares represented by the proxy will be voted in favor of the
proposal. Any shareholder executing a proxy has the power to revoke it at any
time before it is exercised by executing and submitting to the Fund a
later-dated proxy or written notice of revocation or by attending the meeting
and voting in person.
In addition to the solicitation of proxies by mail, officers and regular
employees of Phoenix Investment Counsel, Inc., or its affiliates, and persons
employed for such purpose may solicit proxies personally or by telephone or
telegram. Banks, brokers, fiduciaries and nominees will, upon request, be
reimbursed for their reasonable expenses in sending proxy material to beneficial
owners of Fund shares. The cost of solicitation of proxies will be borne by the
Adviser.
In the event that sufficient votes in favor of the item set forth in the
attached Notice of the meeting are not received by the time scheduled for the
meeting, the persons named as proxies may propose one or
<PAGE>
more adjournments of the meeting for a period or periods of not more than sixty
days in the aggregate to permit further solicitation of proxies with respect to
such matter. Any such adjournment(s) will require the affirmative vote of a
majority of the shares present in person or by proxy at the session of the
meeting to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of such
matters. They will vote against such adjournment those proxies required to be
voted against any such matters.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about September 25, 1998. A copy of the Fund's most recent
annual report will be furnished, without charge, to any shareholder upon request
to Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200. Shareholders may also call Phoenix Equity
Planning Corporation toll-free at (800) 243-4361.
Votes Required
The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Fund is required to constitute a quorum at the
meeting. As used in this Proxy Statement, the term "a majority of the
outstanding shares" means the lesser of (i) 67% of the shares of the Fund
present at the meeting at which more than 50% of the outstanding shares are
represented or (ii) more than 50% of the outstanding shares of the Fund.
If a shareholder abstains from voting as to any matter, then the shares
held by such shareholder shall be deemed present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
such matter, but shall not be deemed to have been voted in favor of such matter.
If a broker returns a "non-vote" proxy, indicating a lack of authority to vote
on such matter, then the shares covered by such non-vote shall be deemed present
at the meeting for purposes of determining a quorum but shall not be deemed to
be represented at the meeting for purposes of calculating the vote with respect
to such matter.
2
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of August 28, 1998 with
respect to each person who owns of record or is known by the Fund to own of
record or beneficially own 5% or more of any class of the Fund's equity
securities.
<TABLE>
<CAPTION>
Name of Shareholder Class of Fund Number of shares Percent of Class
- ------------------- ------------- ---------------- ----------------
<S> <C> <C>
Trustees of Phoenix Savings & Investment Plan Class A 819,157.461 5.59%
100 Bright Meadow Blvd.
Enfield, CT 06082
Merrill Lynch Pierce Fenner & Smith Class B 108,532.875 11.97%
4800 Deer Lake Dr. E
Jacksonville, FL 32246
</TABLE>
At August 28, 1998, the Trustees and officers as a group owned less than 1%
of the then outstanding shares of the Fund.
Description of the Investment Adviser
The Fund's investment adviser is Phoenix Investment Counsel, Inc. (the
"Adviser" or "PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480. All
of the outstanding shares of the Adviser are owned by Phoenix Equity Planning
Corporation ("Equity Planning"). All of the outstanding shares of Equity
Planning are owned by Phoenix Investment Partners, Ltd. ("PXP"), formerly known
as Phoenix Duff & Phelps Corporation. A majority of the outstanding shares of
PXP are owned by PM Holdings, Inc. ("Holdings"), a wholly-owned subsidiary of
Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life"). The principal
offices of Phoenix Home Life and Holdings are located at One American Row,
Hartford, Connecticut 06102-5056. The principal office of PXP is located at 56
Prospect Street, Hartford, Connecticut 06115-4080. The principal office of
Equity Planning is located at 100 Bright Meadow Boulevard, P.O. Box 2200,
Enfield, Connecticut 06083-2200.
In addition to the Fund, the Adviser acts as investment adviser for two
other mutual funds having a similar investment objective to that of the Fund.
The names of those funds, their size as of June 30, 1998
3
<PAGE>
and the annual rates of compensation for each is set forth in the table below.
Compensation rates listed are applied to the average of the aggregate daily net
asset value of the named fund.
<TABLE>
<CAPTION>
Rate for
Size of Fund Rate for First Rate for Next Excess Over
FUND (Millions) $1 Billion $1 Billion $2 Billion
- ---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Phoenix Multi-Portfolio Fund
Phoenix International Portfolio $201.1 0.75% 0.70% 0.65%
<CAPTION>
Rate for
Size of Fund Rate for First Rate for Next Excess Over
FUND (Millions) $250,000,000 $250,000,000 $500,000,000
- ---- ---------- ------------ ------------ ------------
The Phoenix Edge Series Fund
International Series $247.1 0.75% 0.70% 0.65%
</TABLE>
Note: The Adviser has not waived, reduced, or otherwise agreed to reduce its
compensation under any applicable investment management contract for the
funds listed above.
The Management Agreement
PIC acts as investment adviser under a Management Agreement dated May 14,
1993, as amended ("Management Agreement") between the Fund and National
Securities & Research Corporation ("NS&RC"). At its meeting on May 27, 1998, the
Board of Trustees voted to approve and consent to the assignment of the
Management Agreement to PIC by NS&RC, such assignment to become effective on
June 1, 1998. Both PIC and NS&RC are wholly-owned subsidiaries of PXP, and the
directors and officers of each are identical. Under the Management Agreement,
PIC is entitled to a fee, payable monthly, at the annual rate of 0.75% of the
Fund's average daily net assets of up to $1 billion, 0.70% of the Fund's average
daily net assets from $1 billion to $2 billion and 0.65% of the Fund's average
daily net assets in excess of $2 billion.
The Management Agreement provides that the Adviser shall furnish
continuously an investment program for the Fund, and shall manage the investment
and reinvestment of the assets of the Fund subject at all times to the
supervision of the Trustees. The Adviser, at its expense, also furnishes to the
Fund
4
<PAGE>
adequate office space and facilities and certain administrative services,
including the services of any member of its staff who serves as an officer of
the Fund. All costs and expenses (other than those specifically referred to as
being borne by the Adviser) incurred in the operation of the Fund are borne by
the Fund. Such expenses include, but are not limited to, interest charges,
taxes, fees and commissions of every kind, expenses of issue, sale, repurchase
or redemption of shares, expenses of registering or qualifying shares for sale,
all charges of custodians (including sums as custodian and for keeping books,
performing portfolio valuation and rendering other services to the Fund),
transfer agents including the printing and mailing of reports and notices to
shareholders, registrars, auditors and legal counsel, expenses of preparing,
printing and distributing all proxy material, prospectuses, reports and notices
to shareholders, and all costs incident to the Fund's organization and
existence.
Under the Management Agreement, the Adviser has agreed to reimburse the
Fund monthly for the amount, if any, by which the total operating and management
expenses of the Fund (including the Adviser's compensation, but excluding
interest, taxes, brokerage fees and commissions, and extraordinary expenses) for
any fiscal year exceed the level of expenses which the Fund is permitted to bear
under the most restrictive expense limitation imposed (and not waived) on
open-end investment companies by any state in which shares of the Fund are then
qualified for sale.
The Management Agreement provides that the Adviser shall not be liable to
the Fund or to any shareholder of the Fund for any error of judgment or mistake
of law or for any loss suffered by the Fund or by any shareholder of the Fund in
connection with the matters to which the Management 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
thereunder.
The Management Agreement continues in force from year to year if approved
by vote of a majority of the outstanding voting securities of the Fund or by
vote of a majority of the Trustees, including the vote of a majority of Trustees
who are not parties to the Management Agreement, or "interested persons" (as
that term is defined in the 1940 Act) (the "Disinterested Trustees") of any such
party, cast in person at a meeting called for the purpose of voting on such
approval. The Management Agreement will terminate automatically upon its
assignment (within the meaning of said 1940 Act) and may be terminated at any
time, without payment of any penalty, either by the Trustees, or by a vote of a
majority
5
<PAGE>
of the outstanding voting securities of the Fund or by the Adviser upon sixty
(60) days' written notice to the Fund.
The Management Agreement was last approved by the shareholders on May 7,
1993. The terms and conditions of the Management Agreement have been approved
annually by the Trustees, including a majority of the Disinterested Trustees.
Management of the Adviser
The directors of the Adviser are Michael E. Haylon, Philip R. McLoughlin
and William R. Moyer. The address of these directors is 56 Prospect Street,
Hartford, CT 06115-0480. The principal occupation of each director is that of an
executive officer of PXP. Messrs. Haylon and McLoughlin are directors of PXP.
Mr. McLoughlin also serves as a director of Phoenix Home Life.
Michael E. Haylon, Executive Vice President of the Fund, is President and a
director of the Adviser. Philip R. McLoughlin, Trustee and President of the
Fund, is a director and Chairman of the Adviser. William R. Moyer, Vice
President of the Fund, is a director and Senior Vice President, Chief Financial
Officer and Treasurer of the Adviser. William E. Keen, III, Leonard J. Saltiel
and Pierre D. Trinque, officers of the Fund, are also officers of the Adviser.
Portfolio Transactions and Brokerage
The Fund paid no commissions to any affiliated broker for portfolio
transactions during its most recent fiscal year.
Interest in Certain Transaction
Philip R. McLoughlin, Calvin J. Pedersen 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. Haylon and
McLoughlin are also executive officers of PXP. Francis E. Jeffries is a Trustee
of the Trust and also a shareholder of PXP. By virtue of these individuals'
relationships with the Trust and with PXP, an intermediate parent of the
Adviser, under the proxy rules they are deemed to have a material interest in
the Management Agreement. Pursuant to the Management Agreement, NS&RC received
$1,161,194 and PIC received $117,311 in fees from the Fund during the fiscal
year ended June 30, 1998.
6
<PAGE>
During the last fiscal year, advisory fees were pro-rated between NS&RC and PIC
due to the assignment of the Management Agreement as discussed above.
Underwriter and Administrator
Phoenix Equity Planning Corporation, an affiliate of the Adviser, serves as
national distributor of the Fund's shares. For the fiscal year ended June 30,
1998, PEPCO was paid aggregate sales charges of $115,136 of which PEPCO
retained net commissions of $36,903, the balance paid to dealers. PEPCO also
acts as financial agent for the Fund for which it was paid $97,030 for its
services during the Fund's last fiscal year.
PROPOSALS
PROPOSAL NO. 1: TO APPROVE OR NOT APPROVE A SUBADVISORY AGREEMENT WITH ABERDEEN
FUND MANAGERS, INC.
At a meeting of the Executive Committee of the Board of Trustees (the
"Committee") held on May 26, 1998, the Adviser presented a proposal under which
Aberdeen Fund Managers, Inc. ("Aberdeen" or "Subadviser") would be engaged as a
subadviser to the Fund. At that meeting, the Committee heard presentations by
representatives of the Adviser regarding personnel changes, including the
departure of the Fund's former portfolio managers, that prompted the Adviser to
consider alternative means to manage the Fund. Based on the Adviser's existing
relationship with Aberdeen through Aberdeen's management of certain other
affiliated mutual funds and on the performance of those funds and others managed
by Aberdeen, the Adviser's management recommended that Aberdeen be retained to
provide the investment program for the Fund. The Adviser would continue its
traditional role of overseeing operations of the Fund, providing compliance,
proxy, corporate governance, registration statement and other similar services,
and would also oversee the investment management performance of the Fund. The
Committee considered that there would be no fee increase to the Fund or its
shareholders as a result of the appointment of the Subadviser, and further
considered the services to be rendered by each of the Adviser and Subadviser
under the proposed arrangement. The Committee concluded that the sharing of
responsibility and fees would be fair, and that the demonstrated experience and
capability of Aberdeen would provide appropriate expertise in the management of
an investment program for the Fund. The Committee voted to recommend to the
Board of Trustees the retention of Aberdeen as
7
<PAGE>
subadviser to the Fund. Based on this recommendation and on information supplied
to it, at its meeting on May 27, 1998, the Board of Trustees, including a
majority of the Disinterested Trustees, voted to approve the terms of the
proposed Subadvisory Agreement and to recommend to shareholders the retention of
Aberdeen as subadviser to the Fund.
Under the terms of the proposed Subadvisory Agreement (attached as Exhibit
A), the Adviser will delegate to Aberdeen the performance of certain of its
investment management services under the Management Agreement. Additionally,
Aberdeen will furnish at its own expense the office facilities and personnel
necessary to perform such services. For its services as subadviser, the Adviser
will pay Aberdeen compensation at the annual rate of 0.375% 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 0.325% of the Fund's average daily net
assets in excess of $2 billion.
Aberdeen is authorized under the Subadvisory Agreement to select brokers
and dealers to execute Fund transactions and to select the markets in which
transactions will be executed. Aberdeen is also authorized under the Subadvisory
Agreement to execute Fund transactions with brokers or dealers that are
"affiliated persons" (as defined in the 1940 Act) of the Fund, PIC or Aberdeen
with the prior written approval of the Fund.
Under the Subadvisory Agreement, Aberdeen is not liable for actions taken
in its best professional judgment, in good faith and believed by it to be
authorized, provided such actions are not in breach of the Fund's investment
objectives, policies and restrictions or the result of willful misfeasance, bad
faith, gross negligence or breach of duty or obligations.
The Subadvisory Agreement will become effective upon its approval by
shareholders and will continue in effect thereafter only so long as its
continuance has been specifically approved at least annually by the Trustees,
including a majority of the Disinterested Trustees.
8
<PAGE>
Information about Aberdeen
Aberdeen has been an investment adviser since 1995 and is a subsidiary of
Aberdeen Asset Management PLC which was established in 1983. As of June 30,
1998, Aberdeen managed in excess of $286 million in assets for institutions.
Aberdeen's principal offices are located at 1 Financial Plaza, Suite 2210,
Nations Bank Tower, Fort Lauderdale, Florida 33394. The address of Aberdeen
Asset Management PLC is 10 Queen's Terrace, Aberdeen, Scotland AB10 1QG. Phoenix
Home Life owns approximately 11% of the outstanding shares of Aberdeen Asset
Management PLC and is not its largest shareholder.
Aberdeen currently serves as subadviser to a number of other funds
having a similar investment objective to that of the Fund. The names of those
funds, their size as of June 30, 1998 and the annual rates of compensation for
each is listed in the table below. Compensation rates listed are applied to the
average of the aggregate daily net asset value of the named fund.
<TABLE>
<CAPTION>
Size of Fund
FUND (Millions) Rate of Compensation
---- ---------- --------------------
<S> <C> <C>
Phoenix-Aberdeen Series Fund
Global Small Cap Fund $31.8 0.40%
New Asia Fund $9.2 0.40%
The Phoenix Edge Series Fund
Aberdeen New Asia Series $8.6 0.40%
CoreFunds, Inc.
International Growth Fund $31.7 0.375%
</TABLE>
Note: Aberdeen has not waived, reduced, or otherwise agreed to reduce its
compensation under any applicable investment management contract for
the funds listed above.
Management of the Subadviser
The names and principal occupations of the directors and executive officers
of Aberdeen are as follows. The address of each, as it relates to his duties at
Aberdeen, is the same as that of Aberdeen.
9
<PAGE>
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
Richard D. Fabricius ..................... Director and director of sales and
marketing of Aberdeen since 1997.
Previously Investment Manager of
Aberdeen Asset Management PLC
(1994-1997).
Martin Gilbert ............................ Chief Executive of Aberdeen Asset
Management PLC since 1992 and
Director and President of Aberdeen
since 1995. Chairman of Aberdeen
Asset Management PLC's principal
subsidiaries and a director of the
funds in its fund complex.
Previously Managing Director
(1988-1992) and Director/Investment
Manager (1983-1989) of Aberdeen
Asset Management PLC.
Bev Hendry ................................ Chief Executive Officer, Chief
Operating Officer, Vice President
and Director of Aberdeen since 1995.
Director of Aberdeen Asset
Management PLC since 1991.
Previously Managing Director of
Abtrust Unit Trust Managers Limited
(1987-1995).
Gawaine Lewis ............................. Director and Investment Manager of
Aberdeen since 1995. Portfolio
Manager of Aberdeen Prolific Latin
American Unit Trust, Aberdeen Latin
American Investment Trust PLC,
Aberdeen Prolific Ermerging Markets
Unit Trust and Aberdeen Emerging
Economies Investment Trust PLC since
1995. Previously Investment Manager
of Aberdeen Asset Managers Limited
(1994-1995) and Portfolio Manager of
CIM Fund Managers (1991-1994).
James L. Pope ............................. Managing Director of Philadelphia
International Investment Corporation
since 1997. Director and Assistant
Treasurer of Aberdeen since 1995.
</TABLE>
RECOMMENDATION
The Trustees have concluded, after review of relevant information, that
the proposed subadvisory services are reasonably worth the full amount of the
fee payable under the proposed Subadvisory Agreement and that the terms of the
Subadvisory Agreement are fair and reasonable. Accordingly, the Board of
Trustees, including a majority of the Disinterested Trustees, recommends that
the shareholders of the Phoenix Worldwide Opportunities Fund vote to approve the
proposed Subadvisory Agreement.
10
<PAGE>
Voting Requirements
The Trustees recommend that the shareholders approve the Subadvisory
Agreement. Approval of the Subadvisory Agreement is to be determined by the vote
of a majority of the outstanding shares of the Fund, voting as a separate class.
A majority is constituted by the lessor of: (a) 67% or more of the voting
securities present at such meeting, if the holders of more than 50% of the
outstanding voting securities of the Fund are present or represented by proxy;
or (b) more than 50% of the outstanding voting securities of the Fund.
THE TRUSTEES RECOMMEND A VOTE "FOR" THE APPROVAL OF THE
PROPOSED SUBADVISORY AGREEMENT
ADDITIONAL INFORMATION
Other Matters
As of the date of this Proxy Statement, the Trust's management knows of no
other matters to be brought before this meeting. However, if any other matters
properly come before this meeting, the persons named in the enclosed proxy will
vote in accordance with their judgment on such matters.
Proposals For Next Meeting Of Shareholders
The Fund is not required and does not intend to hold annual meetings of
shareholders. The next meeting of shareholders will be held at such time as may
be determined by the Trustees or legally required. Any shareholder desiring to
present a proposal for consideration at the next meeting of shareholders must
submit the proposal in writing so that it is received by the Fund within a
reasonable time before the solicitation for such meeting is made and must
satisfy all other legal requirements.
By Order of the Board of Trustees,
G. Jeffrey Bohne, Secretary
Greenfield, Massachusetts
September 25, 1998
11
<PAGE>
EXHIBIT A
PHOENIX WORLDWIDE OPPORTUNITIES FUND
SUBADVISORY AGREEMENT
---------------------
October ___, 1998
Aberdeen Fund Managers, Inc.
1 Financial Plaza, Suite 2210
Nations Bank Tower
Fort Lauderdale, FL 33394
RE: Subadvisory Agreement
Gentlemen:
Phoenix Worldwide Opportunities Fund (the "Trust") is a diversified open-end
investment company registered under the Investment Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder.
Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends
advisers for the Trust and is responsible for the day-to-day management of the
Trust.
1. Employment as a Subadviser. The Adviser, being duly authorized, hereby
employs Aberdeen Fund Managers, Inc. (the "Subadviser") as a subadviser to
invest and reinvest such assets of the Trust as Adviser and Subadviser
shall from time to time agree, based on Subadviser's recommendation
(hereafter sometimes called the "Delegated Assets"), 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 Trust 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 Trust, the Subadviser shall be subject
to the investment objectives, policies and restrictions of the Trust 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), to
the Trust's Agreement and Declaration of Trust, 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 Trust 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:
<PAGE>
(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 the Delegated
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
(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 Trust 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 Trust. 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 Trust 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 Trust 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 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
2
<PAGE>
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 Trust. 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 Trust 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 Trust and that 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 Trust 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:
3
<PAGE>
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 November 4,
1991, 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 so filed
with the Secretary of the Commonwealth of Massachusetts and elsewhere as
required by law. The name Phoenix Worldwide Opportunities 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 between 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.
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
December 31, 1999, 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.
4
<PAGE>
14. Termination. This Agreement may be terminated by either party, without
penalty, immediately upon written notice to the other party in the event of
a breach of any provision thereof by the party so notified, or otherwise,
upon sixty (60) days' written notice to the other party, but any such
termination shall not affect the status, obligations or liabilities of
either party hereto to the other party.
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:
-----------------------------
Michael E. Haylon
President
ACCEPTED:
ABERDEEN FUND MANAGERS, INC.
By:
-----------------------------------------
Bev Hendry
Chief Executive Officer, Chief Operating
Officer and Vice President
<TABLE>
<S> <C> <C>
SCHEDULES: A. Subadviser Functions
B. Operational Procedures
C. Fee Schedule
D. Record Keeping Requirements
</TABLE>
5
<PAGE>
SCHEDULE A
----------
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Trust
assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Trust 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 Trust 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
Trust assets in accordance with the then prevailing prospectus and
statement of additional information pertaining to the Trust 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 Trust's 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 Trust's investment
program, including, without limitation, analysis of Trust's
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
Trust, 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.
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 Brown Brothers Harriman & Co. (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:
<TABLE>
<S> <C>
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).
</TABLE>
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.
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 0.375% of the average daily net
asset values of the Delegated Assets up to $1 billion, 0.35% of such values of
the Delegated Assets between $1 billion and $2 billion, and 0.325% of such
values of the Delegated Assets 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 shall be valued as set forth in the then current
registration statement of the Trust.
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
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
Trust 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 Trust 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 Trust securities and such other
information as is appropriate to support the authorization.*
- --------
* 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.
9
<PAGE>
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.
10
<PAGE>
PHOENIX WORLDWIDE OPPORTUNITIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
Proxy for a Special Meeting of Shareholders
PROXY
The undersigned shareholder of Phoenix Worldwide Opportunities Fund (the
"Fund"), revoking any and all previous proxies heretofore given for shares of
the Fund held by the undersigned, hereby constitutes and appoints Philip R.
McLoughlin, Thomas N. Steenburg and William E. Keen, III, and any and each of
them, proxies and attorneys of the undersigned, with power of substitution to
each, for and in the name of the undersigned to vote and act upon all matters
(unless and except as expressly limited below) at the Special Meeting of
Shareholders of the Fund to be held on October 27, 1998 at the offices of the
Fund, 101 Munson Street, Greenfield, Massachusetts, and at any and all
adjournments thereof, with respect to all shares of the Fund for which the
undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act, with all the
powers the undersigned would possess if personally present and to vote with
respect to specific matters as set forth below.
To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self addressed, postage-paid envelope.
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" the Proposal. If no
direction is made for the Proposal, this proxy will be voted "FOR" the Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
WHICH RECOMMENDS A VOTE "FOR" THE PROPOSAL
<PAGE>
[X] Please mark votes as in this Example.
PROPOSAL 1.
TO APPROVE A SUBADVISORY AGREEMENT WITH ABERDEEN FUND MANAGERS, INC.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
|---------------------------
Please be sure to sign and date this Proxy. | Date
- ----------------------------------------------------|---------------------------
Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
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. 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 Shareholders.
RECORD DATE SHARES:
