SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S. 240.14a-11(c) or S. 240.14a-12
Phoenix Total Return Fund, Inc.
(Name of Registrant as Specified in its Charter)
Patricia O. McLaughlin, Esq.
c/o Phoenix Home Life Mutual Insurance Company
One American Row
Hartford, Connecticut 06115
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2), or
Investment Company Act Rule 20a-1(c).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11* /:
4) Proposed maximum aggregate value of transaction:
* / Set forth in the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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PHOENIX TOTAL RETURN FUND, INC.
101 Munson Street
Greenfield, Massachusetts 01301
Notice of Special Meeting in lieu of the Annual Meeting of Shareholders
July 27, 1995
To the Shareholders:
A Special Meeting in lieu of the Annual Meeting of Shareholders of Phoenix
Total Return Fund, Inc. (the "Fund") will be held in the offices of the Fund,
101 Munson Street, Greenfield, Massachusetts 01301, on Thursday, July 27,
1995 at 11:00 a.m. for the following purposes:
(1) To fix at eleven the number of Directors to serve until the next Annual
Meeting and until their successors are chosen and qualified, and to elect the
number of Directors so fixed;
(2) To ratify or reject the selection of Price Waterhouse, independent
accountants, to audit financial statements of the Fund;
(3) To consider and act upon such other matters as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed May 31, 1995 as the record date for the
determination of shareholders entitled to notice of and to vote at the
meeting.
Whether or not you plan to attend the meeting in person, please vote your
shares by completing, dating and signing the enclosed proxy and returning it
promptly in the postage paid return envelope enclosed for your use. Prompt
return of proxies by shareholders will save the Fund and shareholders the
costs associated with further solicitation.
By Order of the Board of Directors,
G. Jeffrey Bohne, Clerk
Greenfield, Massachusetts
June 20, 1995
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PHOENIX TOTAL RETURN FUND, INC.
101 Munson Street
Greenfield, Massachusetts 01301
PROXY STATEMENT
For The Special Meeting in Lieu of The Annual Meeting of Shareholders to be
Held July 27, 1995
The enclosed proxy is solicited by the Board of Directors of Phoenix Total
Return Fund, Inc. (the "Fund") for use at the Special Meeting in lieu of the
Annual Meeting of Shareholders to be held on Thursday, July 27, 1995, and at
any adjournment thereof. Shareholders of record at the close of business on
May 31, 1995 ("Shareholders") are entitled to notice of and to vote at the
meeting or any adjourned session. On that date, there were issued and
outstanding 22,735,208.234 shares, par value $1 per share, of the Fund (the
"Shares"). Each Shareholder will be entitled to one vote for each full Share
(and a fractional vote corresponding to any fractional Share) registered in
his or her name on the Fund's books on the record date and not thereafter
repurchased or redeemed by the Fund.
All Shares will be voted in accordance with the specifications on duly
executed proxies for such Shares. If a duly executed proxy does not specify a
choice between approval or disapproval of, or abstention with respect to, any
proposal, the Shares represented by the proxy will be voted in favor of the
proposal. Any Shareholder executing a proxy has the power to revoke it at any
time before it is exercised by executing and submitting to the 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 employees of
Phoenix Investment Counsel, Inc., the Fund's investment adviser (the
"Adviser"), officers and employees of Phoenix Equity Planning Corporation,
the Fund's Distributor and Financial Agent, and persons retained for the
purpose may solicit proxies personally or by telephone or telegram. Banks,
brokers, fiduciaries and nominees will, upon request, be reimbursed by the
Fund for their reasonable expenses in sending proxy material to beneficial
owners of Fund shares. The cost of solicitation of proxies, which is
estimated to approximate $16,000, will be borne by the Fund.
As used in this Proxy Statement, the term "a majority of the outstanding
shares" means the lesser of (i) 67% of the Shares represented at a meeting at
which more than 50% of the outstanding Shares are represented or (ii) more
than 50% of the outstanding Shares. The terms "assignment" and "interested
person" as used in this Proxy Statement have the respective meanings provided
therefor in the Investment Company Act of 1940 (the "1940 Act").
In the event that insufficient votes in favor of any of the items set forth
in the attached Notice of the meeting are received by the time scheduled for
the meeting, the meeting may be held for the purposes of voting on those
proposals for which sufficient votes have been received and the persons named
as proxies may propose one or more adjournments of the meeting for a period
or periods of not more than sixty days in the aggregate to permit further
solicitation of proxies with respect to any proposals for which sufficient
votes have not been received. Any such adjournment will require the
affirmative vote of a majority of the votes cast on the question in person or
by proxy at the session of the meeting to be adjourned. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of such proposals. They will vote against such
adjournment those proxies required to be voted against any such proposal.
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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
proxy shall be deemed present at the meeting for all purposes except for the
purposes of calculating the vote with respect to such matter.
This Proxy Statement and the enclosed form of proxy are first being mailed to
Shareholders on or about June 20, 1995. The Fund will furnish, without
charge, a copy of its most recent annual report. To receive an annual report,
a shareholder should send a request to: Ms. Elizabeth Sadowinski, 100 Bright
Meadow Boulevard, P.O. Box 2200, Enfield, CT 06083-2200 or call, toll free,
at (800) 243-4361.
ADDITIONAL INFORMATION
Security Ownership of Certain Beneficial Owners and Management
No person or group is known by the Fund to own beneficially more than 5% of
the Fund's outstanding Shares. Directors, nominees for election as Directors
and officers of the Fund as a group (18 persons in all) own beneficially less
than 1% of the Fund's outstanding shares.
Information Concerning Investment Adviser
The Fund's investment adviser is Phoenix Investment Counsel, Inc. (the
"Adviser"), One American Row, Hartford, Connecticut 06115-2520. Originally
organized in 1932 as John P. Chase, Inc., the Adviser has been engaged in the
management of the Fund since 1967. In addition to the Fund, the Adviser also
serves as investment adviser to Phoenix Series Fund, The Phoenix Edge Series
Fund and Phoenix Multi-Portfolio Fund and as sub-adviser to the American
Skandia Trust, Chubb America Fund, Inc., SunAmerica Series Trust and JNL
Series Trust.
As compensation for its services to the Series of Phoenix Series Fund, the
Adviser is entitled to a fee, based on an annual percentage rate of the
average of the aggregate daily net asset values of each Series as follows:
for the first $1 billion in assets, 0.70%, 0.70%, 0.65%, 0.65%, 0.55%, 0.45%
and 0.40% for the Growth, U.S. Stock, Convertible, High Yield, Balanced, U.S.
Government and Money Market Series respectively; for the next $1 billion in
assets, 0.65%, 0.65%, 0.60%, 0.60%, 0.50%, 0.40% and 0.35% for those Series
respectively, and for assets over $2 billion, 0.60%, 0.60% 0.55%, 0.55%,
0.45%, 0.35% and 0.30% for those Series respectively. The amounts payable to
the Adviser are based upon the average of the values of the net assets of the
Series as of the close of business each day.
As compensation for its services to the Series of The Phoenix Edge Series
Fund, other than the Real Estate Securities Series, the Adviser is entitled
to a fee based on an annual percentage rate of the average of the aggregate
daily net asset values of each Series of The Phoenix Edge Series Fund as
follows: for the first $250,000,000 in assets, 0.40%, 0.50%, 0.55%, 0.60%,
0.70% and 0.75% from the Money Market, Bond, Balanced, Total Return, Growth
and International Series respectively; for the next $250,000,000 in assets,
0.35%, 0.45%, 0.50%, 0.55%, 0.65% and 0.70% for the Money Market, Bond,
Balanced, Total Return, Growth and International Series respectively; and for
assets over $500,000,000, 0.30%, 0.40%, 0.45%, 0.50%, 0.60% and 0.65% from
the Money Market, Bond, Balanced, Total Return, Growth and International
Series respectively. The amounts payable to the Adviser are based upon the
average of the values of the net assets of the Series as of the close of
business each day.
As compensation for its services to the Portfolios of the Phoenix
Multi-Portfolio Fund, other than the Real Estate Securities Portfolio, the
Adviser is entitled to a fee based on an annual percentage rate of the
average of the aggregate daily net asset values of each Portfolio as follows:
for the first $1 billion in assets, 0.45%, 0.75%, 0.75%, 0.75% and 0.50% for
the Bond, Capital Appreciation, International, Endowment Equity and
Diversified Income Portfolio respectively; for the next $1 billion in assets,
0.40%, 0.70%, 0.70%, 0.70% and 0.45% for those Portfolios respectively; and
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for assets over $2 billion, 0.35%, 0.65%, 0.65%, 0.65%, and 0.40% for those
Portfolios respectively. The amounts payable to the Adviser are based upon
the average of the values of the net assets of the Portfolios as of the close
of business each day.
As compensation for its services to American Skandia Trust, the Adviser is
entitled to a monthly fee for the previous month at the annual rate of 0.50%
of the portion of the average daily net assets of the AST Balanced Portfolio
and the AST Growth Portfolio not in excess of $25 million; 0.40% of the
portion of each Portfolio's average daily net assets over $25 million but not
in excess of $75 million; and 0.30% of that portion in excess of $75 million.
As compensation for its services to Chubb America Fund, Inc., the Adviser is
entitled to a quarterly fee at the annual rate of 0.50% of the first
$200,000,000 of the average of the aggregate net asset values of the Balanced
Portfolio determined as of the close of business on each day and, in the case
of any day which is not a business day, determined as of the close of
business on the last preceding business day, of all of the issued and
outstanding shares of the Balanced Portfolio ("net asset value") during the
quarter preceding such payment, reduced to 0.45% of such net asset value in
excess of $200,000,000 up to $1,300,000,000 and further reduced to 0.40% of
such net asset value in excess of $1,300,000,000. As compensation for its
services to SunAmerica Series Trust, the Adviser is entitled to a monthly fee
at the annual rate of 0.35% per annum on the first $50 million of the average
daily net assets of the Growth Portfolio; 0.30% per annum of the next $100
million, 0.25% per annum on the next $150 million; 0.20% per annum on the
next $200 million; and 0.15% per annum thereafter. As compensation for its
services to the JNL/Phoenix Investment Counsel Balanced Series and the
JNL/Phoenix Investment Counsel Growth Series, the Adviser is entitled to a
monthly fee at the annual rate of 0.50% on the first $50 million of average
daily net assets; 0.40% on those assets from $50 million to $150 million;
0.30% on those assets from $150 million to $300 million; 0.25% on those
assets from $300 million to $500 million and 0.20% on those amounts over $500
million for each of the Series respectively.
As of April 30, 1995, the Phoenix Series Fund, The Phoenix Edge Series Fund,
Phoenix Multi-Portfolio Fund, American Skandia Trust, Chubb America Fund,
Inc., SunAmerica Series Trust and JNL Series had assets under management of
approximately, $5.8 billion, $1.5 billion; $745.1 million; $173.8 million;
$11.7 million; and $130.0 million, respectively. As of May 31, 1995, JNL
Series Trust had assets under management of approximately $1 million.
All of the outstanding stock of the Adviser is owned by Phoenix Equity
Planning Corporation ("Equity Planning"). All of the outstanding shares of
Equity Planning are owned by Phoenix Securities Group, Inc. ("Securities
Group"), a wholly-owned indirect subsidiary of Phoenix Home Life Mutual
Insurance Company ("Phoenix Home Life"). The principal offices of Phoenix
Home Life and Securities Group are located at One American Row, Hartford,
Connecticut 06115- 2520. Equity Planning's principal offices are located at
100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200.
Phoenix Home Life is in the business of writing ordinary and group life and
health insurance and annuities. It was founded in 1851 and at December 31,
1994 had total assets of approximately $12 billion and net insurance in force
of approximately $123 billion. Equity Planning acts as Distributor and
Financial Agent for the Fund.
The Directors of the Adviser are Michael E. Haylon, President and Principal
Executive Officer, Robert W. Fiondella, Martin J. Gavin, Philip R.
McLoughlin, Richard C. Shaw and Dona D. Young. The address of these Directors
is One American Row, Hartford, Connecticut 06115-2520. The principal
occupation of each director is that of an executive officer of Phoenix Home
Life.
Philip R. McLoughlin, an officer and Director of the Fund, is a Director of
the Adviser. G. Jeffrey Bohne, James M. Dolan, Robert J. Milnamow and William
R. Moyer, officers of the Fund, are also officers of the Adviser.
Robert W. Fiondella, Martin J. Gavin, Philip R. McLoughlin, Charles J.
Paydos, and Dona D. Young are directors of Equity Planning, the Fund's
Distributor and Financial Agent. For services to the Fund during the fiscal
years ended
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December 31, 1992, 1993, and 1994 Equity Planning received fees of $14,652,
$189,938, and $130,398, respectively. Of these gross selling commissions,
$416, $46,281, and $34,850, respectively, were allowed to dealers. For
services in its capacity as Financial Agent for the Fund during the fiscal
years ended December 31, 1992, 1993 and 1994, Equity Planning received fees
of $18,904, $40,862, and $15,085, respectively.
Portfolio Transactions and Brokerage
In effecting portfolio transactions for the Fund, the Adviser adheres to the
Fund's policy of seeking best execution and price, determined as described
below, except to the extent it is permitted to pay higher brokerage
commissions for "brokerage and research services" as defined herein. The
Adviser may cause the Fund to pay a broker or dealer an amount of commission
for effecting a securities transaction in excess of the amount of commission
which another broker or dealer would have charged for effecting that
transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. As provided in Section
28(e) of the Securities Exchange Act of 1934, "brokerage and research
services" include advice as to the value of securities, the advisability of
investing in, purchasing, or selling securities, the availability of
securities or purchasers or sellers of securities; furnishing analyses and
reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy and the performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such as
clearance and settlement). Brokerage and research services provided by
brokers to the Fund or the Adviser are considered to be in addition to and
not in lieu of services required to be performed by the Adviser under its
contract with the Fund and may benefit both the Fund and other clients of the
Adviser. Conversely, brokerage and research services provided by brokers to
other clients of the Adviser may benefit the Fund. Where transactions are
made in the over-the-counter market, the Adviser will cause the Fund to deal
with the primary market makers, unless more favorable prices are otherwise
obtainable.
The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations including, without limitation, the overall direct net economic
result to the Fund (involving both price paid or received and any commissions
and other costs paid), the efficiency with which the transaction is effected,
the ability to effect the transaction at all where a large block is involved,
availability of the broker to stand ready to execute possibly difficult
transactions in the future and the financial strength and stability of the
broker. Such considerations are judgmental and are weighed by the Adviser in
determining the overall reasonableness of brokerage commissions paid by the
Fund.
The policy of the Fund with respect to brokerage is and will be reviewed by
the Board of Directors of the Fund from time to time. Because of the
possibility of further regulatory developments affecting the securities
exchanges and brokerage practices generally, the foregoing practices may be
changed, modified or eliminated.
For the fiscal years ended December 31, 1992, 1993 and 1994, brokerage
commissions paid by the Fund on portfolio transactions totalled $238,212,
$277,283, and $889,406, respectively. None of such commissions was paid to a
broker who was an affiliated person of the Fund or an affiliated person of
such a person or, to the knowledge of the Fund, to a broker an affiliated
person of which was an affiliated person of the Fund or the Adviser. Total
brokerage commissions paid during the fiscal year ended December 31, 1994
included brokerage commissions of $869,827 on portfolio transactions
aggregating $630,048,548 executed by brokers who provided research and other
statistical and factual information.
Investment decisions for the Fund are made independently from those of the
other investment companies advised by the Adviser. Simultaneous transactions
are inevitable when several funds are managed by the same investment adviser,
particularly when the same security is suited for the investment objectives
of more than one fund. When two or more
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funds advised by the Adviser are simultaneously engaged in the purchase or
sale of the same security, the transactions are allocated among the funds in
a manner equitable to each fund. It is recognized that in some cases this
system could have a detrimental effect on the price or volume of the security
as far as the Fund is concerned. In other cases, however, it is believed that
the ability of the Fund to participate in volume transactions will produce
better executions for the Fund. It is the opinion of the Board of Directors
of the Fund that the desirability of utilizing the Adviser as investment
adviser to the Fund outweighs the disadvantages that may be said to exist
from simultaneous transactions.
For the fiscal years ended December 31, 1992, 1993 and 1994, portfolio
turnover rates for the Fund were 322%, 246%, and 225%, respectively.
The Investment Adviser Contract
The contract between the Fund and the Adviser was approved by the
shareholders on November 29, 1993. The contract, dated January 1, 1994,
provides that the Adviser shall furnish the Fund investment advice, certain
administrative services, office space and facilities, and shall pay the
compensation of all officers and employees of the Fund. All expenses (other
than those specifically referred to as being borne by the Adviser) incurred
in the operation of the Fund, including, among others, taxes, brokerage fees
and commissions, fees of Directors who are not full time employees of the
Adviser or any of its affiliates, charges of custodians, transfer and
dividend disbursing agents and registrars, bookkeeping, auditing and legal
expenses, expenses of insurance premiums for fidelity and other coverage and
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 Fund is a party, will be borne by the Fund.
The contract provides that, as compensation for its services to the Fund, the
Adviser is entitled to a fee, payable within five days after the end of each
month, at the annual rate of 0.65% of the average of the aggregate daily net
asset values of the Fund up to $1 billion; 0.60% of such value between $1
billion and $2 billion; and 0.55% of such value in excess of $2 billion. It
also provides that the Fund will reimburse the Adviser on a cost basis in the
event the Adviser provides any services (excluding printing) involved in
maintaining registrations of the Fund and of its shares with the Securities
and Exchange Commission or involved in the preparation of shareholder
reports. The Adviser has agreed to reimburse the Fund for the amount, if any,
of the expenses of the Fund (including the Adviser's compensation but
excluding interest, brokerage cost, taxes and extraordinary expenses) for any
fiscal year which exceeds the level of expenses which the Fund is permitted
to bear under the most restrictive expense limitation imposed (and not
waived) on the Fund by any state in which shares of the Fund are then
qualified for sale. Currently, the most restrictive state expense limitation
provisions limit such expenses of the Fund to 2.5% of the first $30 million
of average net assets, 2% of the next $70 million of such net assets and 1.5%
of such net assets in excess of $100 million. For the fiscal years ended
December 31, 1992, 1993 and 1994, it was not necessary that the Adviser
reimburse ordinary operating expenses of the Fund and the Adviser's fees of
$236,299, $510,775, and $2,276,834, respectively were not reduced.
The contract continues in effect only so long as (1) such continuance is
specifically approved at least annually by the Board of Directors of the Fund
or by the vote of a majority of the outstanding shares of the Fund and (2)
such continuance or any renewal and the terms of such contract have been
approved by the vote of a majority of Directors of the Fund who are not
interested persons of the Adviser or of the Fund, cast in person at a meeting
called for the purpose of voting on such approval. The contract automatically
terminates upon its assignment and is terminable at any time, without
penalty, on 60 days' written notice, by the Board of Directors of the Fund,
by vote of a majority of the outstanding shares of the Fund or by the
Adviser.
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PROPOSALS
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The By-Laws of the Fund provide that the Board of Directors shall consist of
not fewer than three Directors and that the number of Directors for each year
shall be fixed by vote at the meeting at which they are elected. The persons
named in the enclosed proxy intend, unless authority is withheld, to vote for
fixing the number of Directors at eleven and for the election as Directors of
the nominees named below. All of the nominees have been recommended by the
Nominating Committee, which consists solely of Directors who are not
interested persons of the Fund. All of the nominees are presently Directors
of the Fund. Ten of the nominees were previously elected by shareholders on
June 24, 1994. Mr. Weicker was elected a Director by the other Directors
effective February 16, 1995. The Directors are recommending that the
shareholders fix the number of Directors at eleven and elect the persons whom
they have nominated for election.
Each of the nominees has agreed to serve as a Director if elected. If, at the
time of the meeting, any nominee should be unavailable for election (which is
not presently anticipated), the persons named as proxies may vote for other
persons in their discretion. Directors will hold office until the earlier of
their retirement or the next annual meeting of shareholders and the selection
and qualification of their successors. Executive officers are elected at the
first meeting of the Board of Directors following the annual meeting of
shareholders and hold office until the first meeting of the Board of
Directors following the next annual meeting of shareholders and until their
successors are chosen and qualified.
The following table sets forth information as to the principal occupations
during the past five years of nominees for election as Directors and of the
Fund's executive officers and also sets forth information as to certain other
directorships held by nominees for election as Directors.
Nominees for Election as Directors
C. DUANE BLINN, 67, Director since 1986. Partner in the law firm of Day,
Berry & Howard; Trustee/Director, the Phoenix Funds; Trustee/Director, the
National Affiliated Investment Companies (May, 1993-December, 1993).
**ROBERT CHESEK, 60, Director since 1981 (Chairman from 1989 to 1994). Vice
President, Common Stock, Phoenix Home Life Mutual Insurance Company (until
1993); Trustee/Director, the Phoenix Funds; Director and Chairman, Phoenix
Investment Counsel, Inc. (until 1994); Trustee/Director and Chairman, the
National Affiliated Investment Companies (May, 1993-December, 1993).
E. VIRGIL CONWAY, 65, Director since 1993. Chairman, Financial Accounting
Standards Advisory Council. Trustee/Director, the Phoenix Funds, Consolidated
Edison Company of New York, Inc., Pace University, Atlantic Mutual Insurance
Company, HRE Properties, Greater New York Councils, Boy Scouts of America,
Union Pacific Corp., Atlantic Reinsurance Company, Centennial Insurance
Company, Josiah Macy, Jr. Foundation, and the Harlem Youth Development
Foundation; Director, Accuhealth, Trism, Inc., Realty Foundation of New York,
and the New York Housing Partnership Development Corp.; Chairman, Audit
Committee of the City of New York; Board Member, Metropolitan Transportation
Authority. Advisory Director, Fund Directions, Blackrock Mortgage Securities
Fund and Blackrock Freddie Mac Mortgage Securities Fund; Director/Trustee,
the National Affiliated Investment Companies (1987-1993); Director, New York
Chamber of Commerce and Industry (1979-1990).
HARRY DALZELL-PAYNE, 65, Director since 1993. Trustee/Director, the Phoenix
Funds. Director, Farragut Mortgage Co., Inc. (1991-1994). Consultant, The
Levett Group Holding, Inc. (1989-1990) and independent real estate market
consultant (1982-1990). Director/Trustee, the National Affiliated Investment
Companies (1987-1993); formerly, a Major General of the British Army.
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LEROY KEITH, JR., 56, Director since 1986. Trustee/Director, the Phoenix
Funds; Trustee, Keystone Liquid Trust, Keystone Tax Exempt Trust, Keystone
Tax Free Fund, Master Reserves Trust and Master Reserves Tax Free Trust;
Director, Keystone International Fund, Inc. Director, Equifax Corporation;
President, Morehouse College (1987-1994); Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993); Director, First
Union Bank of Georgia (1989-1993) and Blue Cross/Blue Shield (1989-1993).
*PHILIP R. McLOUGHLIN, 48, Director and President since 1989. Executive Vice
President and Chief Investment Officer, Phoenix Home Life Mutual Insurance
Company; Director/Trustee and President, the Phoenix Funds; Director and
President, Phoenix Equity Planning Corporation; Director, Phoenix Investment
Counsel, Inc. and Phoenix Realty Securities, Inc.; Director, Chairman and
Chief Executive Officer, National Securities & Research Corporation; Director
and President, PHL Mutual Funds Holdings, Inc.; Director/Trustee, the
National Affiliated Investment Companies (May, 1993-December, 1993).
JAMES M. OATES, 49, Director since 1987. Managing Director, The Wydown Group;
Trustee/Director, the Phoenix Funds; Director, Stifel Financial Corporation
and Govett Worldwide Opportunity Funds Inc.; President and Chief Executive
Officer, Neworld Bank (1984-1994); Director, Massachusetts Bankers
Association (1990-1993); Director/ Trustee, the National Affiliated
Investment Companies (May, 1993-December, 1993); Director, Savings Bank Life
Insurance Company (1988-1994).
PHILIP R. REYNOLDS, 68, Director since 1986. Director, Vestaur Securities,
Inc. (mutual fund); Trustee and Treasurer, J. Walton Bissell Foundation,
Inc.; Trustee/Director, the Phoenix Funds; Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993). Director until
1989: Phoenix Investment Counsel, Inc. and Phoenix Equity Planning
Corporation; Executive Vice President, Phoenix Home Life Mutual Insurance
Company (until 1989).
HERBERT ROTH, JR., 66, Director since 1986. Trustee/Director, the Phoenix
Funds; Director, Phoenix Home Life Mutual Insurance Company, Boston Edison
Company, Landauer, Inc. (medical services), Tech Ops./Sevcon Inc. (electronic
controllers), and Mark IV Industries (diversified manufacturer); Director,
Key Energy Group (oil rig service)(1988-1994); Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993).
RICHARD E. SEGERSON, 49, Director since 1993. Trustee/Director, the Phoenix
Funds; Vice President and General Manager, Coats & Clark, Inc. (previously
Tootal American, Inc.) (1991-1993); Director/Trustee, the National Affiliated
Investment Companies (1984-1993); Consultant, Tootal Group (1989-1991).
LOWELL P. WEICKER, JR., 64, Director since 1995. Trustee/Director, the
Phoenix Funds; Chairman, Dresing, Lierman, Weicker; Governor of the State of
Connecticut (1991-1995); President, Research! America (1988-1990).
*Indicates that the nominee is an "interested person" of the Fund, as that
term is defined in the Investment Company Act of 1940. Mr. McLoughlin is a
director and therefore an "interested person" of the Fund's Investment
Adviser and, as such, is an "interested person" of the Fund.
**Indicates that the nominee was an officer of the investment adviser during
the last five years. Until 1994, Mr. Chesek served as Chairman of the Fund's
Investment Adviser.
Executive Officers
(Other than Philip R. McLoughlin, President, who is described above.)
JAMES M. DOLAN, 45, Vice President since 1989. Vice President and Compliance
Officer, Phoenix Equity Planning Corporation; Vice President, the Phoenix
Funds and Phoenix Investment Counsel, Inc.; Vice President and Com
7
<PAGE>
pliance Officer, National Securities & Research Corporation; Vice President
and Chief Compliance Officer, Phoenix Realty Advisors, Inc.; Chief Compliance
Officer, Phoenix Realty Securities, Inc.; Vice President, the National
Affiliated Investment Companies (May, 1993-December, 1993).
ROBERT J. MILNAMOW, 44, Vice President since 1989. Portfolio Manager, Common
Stock, Phoenix Home Life Mutual Insurance Company; Vice President, The
Phoenix Edge Series Fund and Phoenix Investment Counsel, Inc.; Vice
President, Phoenix Equity Opportunities Fund; Vice President, National
Securities & Research Corporation; Vice President, National Total Return Fund
(May, 1993-December, 1993)
WILLIAM R. MOYER, 50, Vice President since 1990. Vice President, Investment
Products Finance, Phoenix Home Life Mutual Insurance Company; Senior Vice
President, Finance, and Treasurer, Phoenix Equity Planning Corporation and
Phoenix Investment Counsel, Inc.; Vice President, the Phoenix Funds; Senior
Vice President, Finance, PHL Mutual Funds Holdings, Inc., National Securities
& Research Corporation; Senior Vice President and Chief Financial Officer,
W.S. Griffith & Co., Inc. and Townsend Financial Advisers, Inc; Senior
Manager, Price Waterhouse (until 1990). Vice President, the National
Affiliated Investment Companies (May, 1993-December, 1993).
LEONARD J. SALTIEL, 41, Vice President since 1994. Vice President, Investment
Operations, Phoenix Home Life Mutual Insurance Company; Senior Vice
President, Phoenix Equity Planning Corporation; Vice President, the Phoenix
Funds and National Securities & Research Corporation. Vice President and
Controller, Home Life Insurance Company (1990-1992).
PHILIP STEKL, 39, Vice President since 1992. Research Analyst, Phoenix Home
Life Mutual Insurance Company; Director, Research, Travelers Corp. (until
1992).
NANCY G. CURTISS, 42, Treasurer since 1994. Second Vice President and
Treasurer, Fund Accounting, Phoenix Home Life Mutual Insurance Company;
Treasurer, the Phoenix Funds; Vice President, Fund Accounting, Phoenix Equity
Planning Corporation.
G. JEFFREY BOHNE, 47, Secretary since 1993 and Clerk since 1994. Vice
President and General Manager, Phoenix Home Life Mutual Insurance Company;
Secretary, the Phoenix Funds; Vice President, Home Life Insurance Co.
(1984-1992).
Audit, Nominating and Executive Committees
The members of the Audit Committee of the Fund include only Directors who are
not interested persons of the Fund. The Audit Committee meets with the Fund's
auditors to review the scope of auditing procedures, the adequacy of internal
controls, compliance by the Fund with the accounting, recordkeeping and
financial reporting requirements of the 1940 Act, and possible effect on Fund
operations of any new or proposed tax or other regulations applicable to
investment companies; reviews services provided under the Investment Adviser
Contract and other service agreements to determine if the Fund is receiving
satisfactory services at reasonable prices; 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 Fund
operations. The Audit Committee reports the results of its inquiries to the
Board of Directors. The Audit Committee currently consists of Messrs. C.
Duane Blinn, E. Virgil Conway, James M. Oates, Herbert Roth, Jr. and Richard
E. Segerson. The Audit Committee held four meetings during the fiscal year
ended December 31, 1994.
The Nominating Committee consists only of Directors who are not interested
persons of the Fund. It recommends to the Board of Directors persons to be
elected as Directors. The Nominating Committee held one meeting during the
fiscal year ended December 31, 1994. The Nominating Committee currently
consists of Messrs. Harry Dalzell-Payne,
8
<PAGE>
Leroy Keith, Jr., Philip R. Reynolds and Herbert Roth, Jr. It will consider
individuals proposed by a shareholder for election as a Director.
Shareholders wishing 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 Director of the Fund.
The Executive Committee consists of three Directors, two of whom are not
interested persons of the Fund. The Executive Committee is empowered under
Article X of the Fund's By-Laws to act for the Board on matters that can be
delegated to a committee. The Executive Committee meets on an as-needed basis
as appropriate between Board meetings.
Five meetings of the Board of Directors were held during the fiscal year
ended December 31, 1994. During his term in office, each Director attended
100% of the total number of meetings of the Board. Each Director who served
on a committee attended 100% of the committee's meetings.
For services rendered to the Fund during the fiscal year ended December 31,
1994, persons serving as Directors during that period received an aggregate
of $13,527 from the Fund as Directors' fees.
For his services on the Boards of the Phoenix Funds and the mutual funds
managed by National Securities and Research Corporation, an affiliate of the
Adviser, each Director who is not a full-time employee of the Adviser or any
of its affiliates currently receives a retainer at the annual rate of $30,000
and $2,000 per joint meeting of the Boards. Each Director who serves on the
Audit Committee receives a retainer at the annual rate of $2,000 and $2,000
per joint Audit Committee meeting attended. Each Director who serves on the
Nominating Committee receives a retainer at the annual rate of $1,000 and
$1,000 per joint Nominating Committee meeting attended. Each Director who
serves on the Executive Committee and who is not an interested person of the
Fund receives a retainer at the annual rate of $1,000 and $1,000 per joint
Executive Committee meeting attended. For the Fund alone, each Director who
is not a full-time employee of the Adviser or any of its affiliates receives
for his services a retainer at the annual rate of $3,000 and a fee of $200
per meeting attended; each Director who serves on the Audit Committee of the
Fund receives a retainer at the annual rate of $200 and $200 per Audit
Committee meeting attended; each Director who serves on the Nominating
Committee of the Fund receives a retainer at the annual rate of $100 and
$1,000 per joint Nominating Committee meeting attended; and each Director who
serves on the Executive Committee and who is not an interested person of the
Fund receives a retainer at the annual rate of $100 and $1,000 per joint
Executive Committee meeting attended. Officers are compensated for their
services by the Adviser and receive no compensation from the Fund.
9
<PAGE>
For the Fund's last fiscal year, the Directors received the following
compensation:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Total
Pension or Compensation
Retirement From Fund
Benefits Estimated and Fund
Aggregate Accrued Annual Complex (10
Compensation as Part of Fund Benefits Upon Funds) Paid to
Name From Fund Expenses Retirement Directors
<S> <C> <C> <C> <C>
C. Duane Blinn $2,000* $50,000
Robert Chesek $1,600 $40,000
E. Virgil Conway $2,080 $52,000
Harry Dalzell-Payne $1,680 $42,000
Leroy Keith, Jr. $1,680 None None $42,000
Philip R. McLoughlin $0 for any for any $0
James M. Oates $2,000 Director Director $50,000
Philip R. Reynolds $1,680 $42,000
Herbert Roth, Jr. $2,160* $54,000
Richard E. Segerson $2,000 $50,000
</TABLE>
*This compensation (and the earnings thereon) was deferred pursuant to the
Directors' Deferred Compensation Plan.
THE DIRECTORS RECOMMEND A VOTE "FOR" THE ELECTION
OF THE NOMINEES FOR DIRECTORS
PROPOSAL NO. 2
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
On the recommendation of the Audit Committee, the Directors (including all of
the Directors who are not interested persons of the Fund) have selected Price
Waterhouse, independent accountants, to audit financial statements of the
Fund filed with the Securities and Exchange Commission and other regulatory
authorities. The Fund has been advised that neither such firm nor any of its
partners has any financial interest in the Fund. The selection of auditors is
subject to ratification or rejection by the shareholders at the meeting.
A representative of Price Waterhouse, auditors for the Fund for the fiscal
year ended December 31, 1994, will be present at the meeting. The
representative will have the opportunity to make a statement and will be
available to respond to appropriate questions.
The Fund's auditors examine the financial statements of the Fund annually,
issue reports on internal controls and procedures for inclusion in Securities
and Exchange Commission filings for the year, review the Fund's semi-annual
financial statements and prepare or review the Fund's income tax returns.
10
<PAGE>
THE DIRECTORS RECOMMEND A VOTE "FOR" RATIFICATION
OF THE SELECTION OF AUDITORS
SHAREHOLDER PROPOSALS
Any proposal by a shareholder of the Fund intended to be presented at the
1996 Annual Meeting of Shareholders of the Fund must be received by the Fund
at 101 Munson Street, Greenfield, Massachusetts 01301 no later than February
14, 1996.
MISCELLANEOUS
Management knows of no other matters to be brought before the meeting.
However, if any other matters properly come before the meeting, the persons
named in the enclosed proxy will vote in accordance with their best judgment
on such matters.
All shareholders are urged to complete, sign, and return their proxies. The
enclosed proxy is revocable and will not affect your right to vote in person
if you attend the meeting.
By Order of the Board of Directors,
G. Jeffrey Bohne, Clerk
Greenfield, Massachusetts
June 20, 1995
11
<PAGE>
PHOENIX TOTAL RETURN FUND, INC.
101 Munson Street
Greenfield, Massachusetts 01301
Proxy for a Special Meeting in lieu of the
Annual Meeting of Shareholders
July 27, 1995
PROXY
The undersigned shareholder of Phoenix Total Return Fund, Inc. (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, Patricia O. McLaughlin, and Richard J. Wirth 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 in lieu
of the Annual Meeting of Shareholders of the Fund to be held on July 27, 1995
at the office of the Fund, 101 Munson Street, Greenfield, Massachusetts, and
at any and all adjournments thereof, with respect to all shares of the Fund
held by the undersigned or with respect to which the undersigned would be
entitled to vote or act, with all the powers the undersigned would possess if
personally present and to vote with respect to specific matters as set forth
on the reverse.
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" 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 DIRECTORS OF THE FUND WHICH
RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS
PLEASE MARK VOTES AS IN THIS EXAMPLE [ ]
PROPOSAL 1. To fix the number of WITHHOLD
ELECTION OF Directors at eleven and AUTHORITY
DIRECTORS elect Directors (except to vote for all [ ]
as marked to the
contrary below) [ ]
<PAGE>
[ ] FOR ALL EXCEPT:*
Nominees:
D. Blinn
R. Chesek
V. Conway
H. Dalzell-Payne
L. Keith
P. McLoughlin
J. Oates
P. Reynolds
H. Roth
R. Segerson
L. Weicker
*(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "For All Except" box and strike a line through the nominee's name.
Unless authority is withheld to vote for all nominees, the persons named as
proxies shall vote to fix the number of Directors at eleven.)
PROPOSAL 2. RATIFICATION OF SELECTION OF PRICE WATERHOUSE LLP AS AUDITORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
Shareholder sign here x: ______________________________ Date: _______________
Co-owner sign here x: ________________________________ Date: ________________
This proxy may be revoked by the shareholder(s) at any time prior to the
Special Meeting in lieu of the Annual Meeting.
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, or guardian, or custodian for a minor, please give full title as
such. If a corporation, please sign in full corporate name by an authorized
person. If a partnership, please sign in partnership name by an authorized
person.
RECORD DATE SHARES:
