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:
[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 ss 240.14a-11(c) or ss
240.14a-12
Phoenix Total Return Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
Thomas N. Steenburg, Esq.
c/o Phoenix Duff & Phelps Corporation
One American Row
Hartford, Connecticut 06115
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2), or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
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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: _____________________________________________
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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
November 8, 1996
--------------------
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 Friday, November 8,
1996 at 11:00 a.m. for the following purposes:
(1) To fix at fourteen 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 LLP, independent
accountants, to audit financial statements of the Fund;
(3) To approve or not approve amending the Fund's Restated Articles of
Organization to change the name of the Fund to Phoenix Strategic
Allocation Fund, Inc.
(4) 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 September 10, 1996 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
September 30, 1996
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PHOENIX TOTAL RETURN FUND, INC.
101 Munson Street
Greenfield, Massachusetts 01301
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PROXY STATEMENT
A Special Meeting in lieu of The Annual Meeting of Shareholders
to be Held November 8, 1996
--------------------
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 Friday, November 8, 1996, and at
any adjournment thereof. Shareholders of record at the close of business on
September 10, 1996 ("Shareholders") are entitled to notice of and to vote at the
meeting or any adjourned session. On that date, there were issued and
outstanding 20,088,258.6660 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
$20,000, 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 September 30, 1996. A copy of the Fund's most recent
annual report will be furnished, without charge, to any shareholders upon
request to Phoenix Equity Planning Corporation, 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.
On September 10, 1996, nominees for Director and officers of the Fund as a
group owned beneficially less than one percent of the Fund's outstanding shares.
Information Concerning Investment Adviser
The Fund's investment adviser is Phoenix Investment Counsel, Inc. (the
"Adviser"), 56 Prospect Street, Hartford, Connecticut 06115-0480. Originally
organized in 1932 as John P. Chase, Inc., the Adviser has been engaged in the
management of the Fund since 1967. 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 Duff & Phelps
Corporation ("Phoenix Duff & Phelps"). Approximately 60% of the outstanding
common stock of Phoenix Duff & Phelps is owned by PM Holdings, Inc.
("Holdings"), a wholly-owned subsidiary of Phoenix Home Life. The principal
offices of Phoenix Home Life is located at One American Row, Hartford,
Connecticut 06102-5056. The principal office of Equity Planning is located at
100 Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200. The
principal office of Phoenix Duff & Phelps is located at 56 Prospect Street,
Hartford, Connecticut 06115-0480.
In addition to the Fund, the Adviser also serves as investment adviser to
Phoenix Series Fund, The Phoenix Edge Series Fund (all Series other than Phoenix
Real Estate Securities Series), Phoenix Strategic Equity Series Fund, (all
Series other than Phoenix Equity Opportunities Fund), and Phoenix
Multi-Portfolio Fund (all Portfolios other than Phoenix Real Estate Securities
Portfolio) and as sub-adviser to the Chubb America Fund, Inc., SunAmerica Series
Trust and JNL Series Trust. PIC has tendered its resignation from its assignment
as sub-adviser to the American Skandia Trust Phoenix Balanced Asset Portfolio.
The resignation will be effective at such date as both parties find agreeable so
that it will allow for the orderly transfer of responsibilities.
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, Aggressive Growth, 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 shall be based
upon the average of the values of the net assets of the Series as of the close
of business each day, computed in accordance
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with the method set forth in the Fund's Declaration of Trust. Such amounts
shall be prorated among the appropriate Series in proportion to their
respective averages of the aggregate daily net asset values for the period
for which the fee had been paid.
As compensation for its services to the Series of The Phoenix Edge Series
Fund, other than the Phoenix 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 as follows: for the first
$250,000,000 in assets, 0.40%, 0.50%, 0.55%, 0.60%, 0.70%, 0.75% and 0.75% from
the Money Market, Multi-Sector Fixed Income, Balanced, Total Return, Growth,
International and Strategic Theme Series respectively; for the next $250,000,000
in assets, 0.35%, 0.45%, 0.50%, 0.55%, 0.65%, 0.70% and 0.70% for the Money
Market, Multi-Sector Fixed Income, Balanced, Total Return, Growth, International
and Strategic Theme Series respectively; and for assets over $500,000,000,
0.30%, 0.40%, 0.45%, 0.50%, 0.60%, 0.65% and 0.65% from the Money Market,
Multi-Sector Fixed Income, Balanced, Total Return, Growth, International and
Strategic Theme Series respectively. The amounts payable to the Adviser shall be
based upon the average of the values of the net assets of the Series as of the
close of business each day, computed in accordance with the method set forth in
the Fund's Declaration of Trust. Such amounts shall be prorated among the
appropriate Series in proportion to their respective averages of the aggregate
daily net asset values for the period for which the fee had been paid.
As compensation for its services to the Series of Phoenix Strategic Equity
Series Fund, other than Phoenix Equity Opportunities 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, 0.75% for the Strategic Theme and Small Cap Series; for the
next $1 billion in assets, 0.70% for those Series, and for assets over $2
billion, 0.65% for those Series. 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. The amounts payable to the Adviser are based upon the
average of the values of the net assets of all of the Series at the close of
business each day, computed in accordance with the Fund's Declaration of Trust.
Such amounts are prorated among the Series in proportion to their respective
averages of the aggregate daily net asset value for the period for which the fee
had been paid.
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%, 0.50% and 0.75% for the
Bond, Capital Appreciation, International, Endowment Equity, Diversified Income,
Emerging Markets Bond Portfolio respectively; for the next $1 billion in assets,
0.40%, 0.70%, 0.70%, 0.70%, 0.45% and 0.70% for those Portfolios respectively;
and for assets over $2 billion, 0.35%, 0.65%, 0.65%, 0.65%, 0.40%, and 0.65% for
those Portfolios respectively. The amounts payable to the Adviser shall be based
upon the average of the values of the net assets of the Portfolios as of the
close of business each day, computed in accordance with the method set forth in
the Fund's Declaration of Trust. Such amounts shall be prorated among the
appropriate Portfolios in proportion to their respective averages of the
aggregate daily net asset values for the period for which the fee had been paid.
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 not in
excess of $25 million; 0.40% of the portion of the Portfolio's average daily net
assets over $25 million but not in excess of $75 million; and 0.30% of that
portion of the Portfolio's average daily net assets 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, reduced to 0.45% of such net asset values in excess of $200,000,000
up to $1,300,000,000 and further reduced to 0.40% of such
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net asset values 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 of the first $50 million of the average daily net
asset values of the Growth Portfolio; 0.30% per annum of the next $100 million,
0.25% per annum of 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, 1996 Phoenix Multi-Portfolio Fund, The Phoenix Edge Series
Fund, Phoenix Series Fund, Phoenix Strategic Equity Series Fund, American
Skandia Trust (AST Phoenix Balanced Asset Portfolio, JNL Series Trust (JNL/
Phoenix Investment Counsel Balanced Series and JNL/Phoenix Investment Counsel
Growth Series), Chubb America Fund, Inc. (Balanced Portfolio), and SunAmerica
Series Trust (Balanced/Phoenix Investment Counsel Portfolio and Growth/Phoenix
Investment Counsel Portfolio) had assets under management of approximately
$849,059,122, $2,079,224,602, $6,023,040,950, $403,800,483, $262,226,470,
$7,543,587, $3,941,070, $18,153,854, $48,355,344, and $164,176,688,
respectively.
The directors of the Adviser are Michael E. Haylon, President, Philip R.
McLoughlin and David R. Pepin. The address of these Directors is 56 Prospect
Street, Hartford, Connecticut 06115-0480. The principal occupation of each
director is that of an executive officer of Phoenix Duff & Phelps Corporation
or of Phoenix Home Life.
Michael E. Haylon, an officer of the Fund, is President and a Director of
PIC. Philip R. McLoughlin, Trustee and President of the Fund, is a Director
and Chairman of PIC. David R. Pepin, an officer of the Fund, is Executive
Vice President and a Director of PIC. Mary E. Canning, James M. Dolan, and
Leonard J. Saltiel, Vice Presidents of the Fund, are also Vice Presidents of
PIC, except Mr. Saltiel. William R. Moyer, Vice President of the Fund, is a
Senior Vice President of PIC. William J. Newman, Senior Vice President of the
Fund is also an Executive Vice President of PIC.
Michael E. Haylon, Philip R. McLoughlin and David R. Pepin are Directors of
Equity Planning, the Fund's Distributor and Financial Agent. For services to the
Fund during the fiscal years ended December 31, 1993, 1994, and 1995 Equity
Planning's gross commissions on sales of Fund Shares totaled $189,938, $665,725,
and $468,755, respectively. Of these gross selling commissions, $46,281,
$591,073, and $409,264, respectively, were paid to dealers. Equity Planning also
acts as Financial Agent for the Fund. For services in this capacity during the
fiscal years ended December 31, 1993, 1994 and 1995, Equity Planning received
fees of $40,682, $105,085, and $109,460, 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 or that any offset of direct expenses of the Fund yields the
best net price. As provided in Section 28(e) of the Securities Exchange Act of
1934, "brokerage and research services" include advice as to the value of
securities, the advisability of investing in, purchasing, or selling securities,
the availability of securities or purchasers or sellers of securities;
furnishing analyses
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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. Sales of investment company shares may be considered in selecting brokers
to effect portfolio transactions. Accordingly, some portfolio transactions are,
subject to the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. and to obtaining the best prices and executions, effected through
dealers (excluding Equity Planning) who sell shares of the Fund. It is the
present policy of the Fund not to effect any portfolio transactions with Equity
Planning.
The policy of the Fund with respect to brokerage is 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, 1993, 1994 and 1995, brokerage
commissions paid by the Fund on portfolio transactions totalled $277,283,
$889,406 and $854,032 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, 1995 included brokerage commissions of $845,459 on portfolio
transactions aggregating $671,071,297 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 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, 1993, 1994 and 1995, portfolio
turnover rates for the Fund were 246%, 225% and 184% respectively.
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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, 1993, 1994 and 1995, it was not necessary that the
Adviser reimburse ordinary operating expenses of the Fund and the Adviser's fees
of $510,775, $2,276,834 and $510,775 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,
as that term is defined in the Investment Company Act of 1940, 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 (as
that term is defined in the Investment Company Act of 1940) 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 fourteen 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.
Eleven of the nominees were previously elected by shareholders on June 27, 1995.
Messrs. Jeffries, Morris, and Pedersen were elected Directors by the other
Directors effective November 15, 1995. The Directors are recommending that the
shareholders fix the number of Directors at fourteen 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, 68, Director since 1986. Partner in the law firm of Day,
Berry & Howard; Trustee/Director, the Phoenix Funds; Trustee, Phoenix Duff &
Phelps Institutional Mutual Funds (since 1996); and Trustee, Phoenix-
Aberdeen Series Fund (since 1996). Trustee/Director, the National Affiliated
Investment Companies (May, 1993- December, 1993).
**ROBERT CHESEK, 62, 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; Trustee, Phoenix Duff & Phelps
Institutional Mutual Funds (since 1996); and Trustee, Phoenix-Aberdeen Series
Fund (since 1996). 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, 67, Director since 1993. Chairman, Financial Accounting
Standards Advisory Council. Trustee/Director, the Phoenix Funds; Trustee,
Phoenix Duff & Phelps Institutional Mutual Funds (since 1996); and Trustee,
Phoenix-Aberdeen Series Fund (since 1996). Duff & Phelps Utilities Tax-Free
Income Inc., Duff & Phelps Utility and Corporate Bond Trust, Inc., Consolidated
Edison Company of New York, Inc., Pace University, Atlantic Mutual Insurance
Company, HRE Properties, Greater New York Councils, Boy Scouts of America, Union
Pacific Corp., Centennial Insurance Company, Josiah Macy, Jr. Foundation, and
the Harlem Youth Development Foundation; Director, Accuhealth, Trism, Inc.,
Realty Foundation of New York, and Chairman, New York Housing Partnership
Development Corp.; Chairman, Audit Committee of the City of New York;
Metropolitan Transportation Authority. Advisory Director, Fund Direc-
7
<PAGE>
tions, 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, 67, Director since 1993. Trustee/Director, Phoenix
Duff & Phelps Institutional Mutual Funds (since 1996), Duff & Phelps
Utilities Tax-Free Income Inc., Duff & Phelps Utility and Corporate Bond
Trust, Inc., the Phoenix Funds. Trustee, Phoenix-Aberdeen Series Fund (since
1996). Director, Farragut Mortgage Co., Inc. (1991-1994). Director/Trustee,
the National Affiliated Investment Companies (1987-1993); formerly, a Major
General of the British Army.
*FRANCIS E. JEFFRIES, 65, Director since 1995. Director and Chairman of
the Board, Phoenix Duff & Phelps Corporation. Director/Trustee, Phoenix
Funds; Trustee, Phoenix Duff & Phelps Institutional Mutual Funds (since
1996), Trustee, Phoenix-Aberdeen Series Fund (since 1996). Duff & Phelps
Mutual Funds, Duff & Phelps Utilities Income Fund, Duff & Phelps Utilities
Tax-Free Income Inc., and Duff & Phelps Utility and Corporate Bond Trust,
Inc. Director, The Empire District Electric Company (1984-present). Director
(1989-1995), Chief Executive Officer (1989-1995) and President (1989-1993),
Duff & Phelps Corporation.
LEROY KEITH, JR., 57, 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 and Phoenix Duff
& Phelps Institutional Mutual Funds (since 1996). Trustee, Phoenix-Aberdeen
Series Fund (since 1996). President, Morehouse College (1987-1994);
Director/Trustee, the National Affiliated Investment Companies (May,
1993-December, 1993); Director, First Union Bank of Georgia (1989-1993) and Blue
Cross/Blue Shield (1989-1993).
*PHILIP R. McLOUGHLIN, 49, 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; Phoenix
Duff & Phelps Institutional Mutual Funds and Phoenix-Aberdeen Series Fund
(since 1996). Director and Vice Chairman, Phoenix Duff & Phelps Corporation;
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, Duff & Phelps Utilities Tax-Free Income Inc.
and Duff & Phelps Utility and Corporate Bond Trust, Inc.; Director/Trustee,
the National Affiliated Investment Companies (May, 1993- December, 1993).
EVERETT L. MORRIS, 68, Director since 1995. Vice President, W.H. Reaves
and Company (1993-present). Director/Trustee, Phoenix Funds (1995-present).
Trustee, Duff & Phelps Mutual Funds (since 1994), Phoenix Duff & Phelps
Institutional Mutual Funds (since 1996); Trustee, Phoenix-Aberdeen Series
Fund (since 1996). Director, Duff & Phelps Utilities Tax-Free Income Inc.
(since 1991) and Duff & Phelps Utility and Corporate Bond Trust, Inc. (since
1993); Director, Public Service Enterprise Group, Incorporated (1986-1993)
and President and Chief Operating Officer, Enterprise Diversified Holdings,
Incorporated (1989-1993). Senior Executive Vice President and Chief Financial
Officer, Public Service Electric and Gas Company (1986-1992). Director, First
Fidelity Bank, N.A., New Jersey (until 1991).
JAMES M. OATES, 50, Director since 1987. Managing Director, The Wydown Group;
Trustee/Director, the Phoenix Funds; Trustee, Phoenix Duff & Phelps
Institutional Mutual Funds (since 1996); Director, Phoenix Duff & Phelps
Corporation (since 1995), Trustee, Phoenix-Aberdeen Series Fund (since 1996).
Investors Bank & Trust Corporation (since 1995), Investors Financial Services
Corporation (since 1995), Blue Cross and Blue Shield of New Hampshire (since
1994), and Govett Worldwide Opportunity Funds Inc. (since 1991); 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).
8
<PAGE>
*CALVIN J. PEDERSEN, 54, Director since 1995. Director/Trustee, Phoenix
Funds (1995-present). Director, Phoenix Duff & Phelps Corporation (since
1986). President, Duff & Phelps Corporation (since July 1993). Executive Vice
President, Duff & Phelps Corporation (January 1992 to July 1993). President
and Chief Executive Officer, Duff & Phelps Utilities Tax-Free Income Inc. and
Duff & Phelps Utility and Corporate Bond Trust, Inc. Trustee, Duff & Phelps
Mutual Funds, Phoenix Duff & Phelps Institutional Mutual Funds (since 1996),
and Trustee, Phoenix-Aberdeen Series Fund (since 1996).
PHILIP R. REYNOLDS, 69, 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). Trustee, Phoenix
Duff & Phelps Institutional Mutual Funds (since 1996) and Trustee,
Phoenix-Aberdeen Series Fund (since 1996).
HERBERT ROTH, JR., 67, 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); Trustee,
Phoenix Duff & Phelps Institutional Mutual Funds (since 1996); Trustee,
Phoenix-Aberdeen Series Fund (since 1996); Director, Key Energy Group (oil rig
service) (1988-1994); Director/Trustee, the National Affiliated Investment
Companies (May, 1993-December, 1993).
RICHARD E. SEGERSON, 50, Director since 1993. Trustee/Director, the
Phoenix Funds; Trustee, Phoenix Duff & Phelps Institutional Mutual Funds
(since 1996); Trustee, Phoenix-Aberdeen Series Fund (since 1996); 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., 65, Director since 1995. Trustee/Director, the
Phoenix Funds; Trustee, Phoenix Duff & Phelps Institutional Mutual Funds
(since 1996); Trustee, Phoenix-Aberdeen Series Fund (since 1996); Director,
UST Inc. and HPSC, Inc. (since 1995); Chairman, Dresing, Lierman, Weicker
(since 1995); 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. Messrs. Jefferies,
McLoughlin and Pedersen are directors and therefore are "interested persons"
of the Fund's Investment Adviser and, as such, are "interested persons" 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.)
MICHAEL E. HAYLON, 38, Executive Vice President since 1995. Executive Vice
President-Investments, Phoenix Duff & Phelps Corporation. Executive Vice
President, Phoenix Funds. Vice President, Phoenix Duff & Phelps Institutional
Mutual Funds. Director and President, Phoenix Investment Counsel, Inc.
Director and Executive Vice President, National Securities & Research
Corporation. Senior Vice President, Securities Investments, Phoenix Home Life
Mutual Insurance Company (until 1995). Various positions with Phoenix Home
Life Mutual Insurance Company (1990-1993).
DAVID R. PEPIN, 53, Executive Vice President since August, 1996. Executive
Vice President and General Manager, Mutual Fund Marketing and Operations,
Phoenix Duff & Phelps Corporation. Managing Director, Phoenix-Aberdeen
International Advisors, LLC, Director and Executive Vice President, Phoenix
Investment Counsel, Inc., National Securities & Research Corporation and
Phoenix Equity Planning Corporation. Various positions with Phoenix Home Life
Mutual Insurance Company (1994-1995). Vice President and General Manager,
Finance and Health, Digital Equipment Corporation (1980-1994).
9
<PAGE>
WILLIAM J. NEWMAN, 57, Senior Vice President since 1996. Executive Vice
President, Phoenix Investment Counsel, Inc.; Senior Vice President, National
Securities & Research Corporation and Phoenix Equity Planning Corporation.
Senior Vice President, Phoenix Strategic Equity Series Fund, The Phoenix Edge
Series Fund, Phoenix Multi- Portfolio Fund, Phoenix Income and Growth Fund,
Phoenix Series Fund, Phoenix Worldwide Opportunities Fund and Phoenix Duff &
Phelps Institutional Mutual Funds. Chief Investment Strategist, Kidder,
Peabody Co., Inc. (until 1994). Managing Director, Head of Equities, Bankers
Trust (until 1993). Vice President, Common Stock, and Chief Investment
Strategist, Phoenix Home Life Mutual Insurance Company (until 1995).
MARY E. CANNING, 40, Vice President since 1996. Portfolio Manager since
August, 1996 and Co-Portfolio Manager of the Fund since June, 1996. Vice
President, Phoenix Investment Counsel, Inc. (1991-present). Vice President,
Phoenix Series Fund (1987-present) and The Phoenix Edge Series Fund
(1987-present). Associate Portfolio Manager, Common Stock, Phoenix Home Life
Mutual Insurance Company and various other positions with Phoenix Home Life
Mutual Insurance Company (1982-1989).
JAMES M. DOLAN, 47, Vice President since 1989. Vice President and Compliance
Officer and Assistant Secretary, Phoenix Equity Planning Corporation; Vice
President, Phoenix Funds, Vice President, Assistant Clerk and Assistant
Secretary, Phoenix Investment Counsel, Inc.; Vice President and Compliance
Officer, Assistant Secretary, National Securities & Research Corporation; Vice
President, Phoenix Duff & Phelps Institutional Mutual Funds; 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).
WILLIAM R. MOYER, 52, Vice President since 1991. Senior Vice President,
Finance, and Treasurer, Phoenix Equity Planning Corporation, National
Securities & Research Corporation. Phoenix Investment Counsel, Inc. Vice
President, the Phoenix Funds. Senior Vice President and Chief Financial
Officer, Phoenix Duff & Phelps Corporation. Senior Vice President, Chief
Financial Officer and Treasurer, W.S. Griffith & Co., Inc. Vice President,
Investment Products Finance, Phoenix Home Life Mutual Insurance Company;
(until 1995).
LEONARD J. SALTIEL, 42, 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. Various
positions with Phoenix Life Insurance Company (1992-1994).
NANCY G. CURTISS, 43, 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. Various positions with Phoenix Home Life Mutual
Insurance Company (1978-1984).
G. JEFFREY BOHNE, 48, Clerk since 1993 and Clerk since 1994. Vice
President and General Manager, Phoenix Home Life Mutual Insurance Company;
Vice President, Transfer Agent Operations, Phoenix Equity Planning
Corporation. Secretary/Clerk, the Phoenix Funds; Vice President, Home Life
Insurance Co. (1984-1992).
Audit, Nominating and Executive Committees
The Board of Directors has an Audit Committee, a Nominating Committee and an
Executive Committee. The members are appointed at the first meeting of the
Board following a meeting of the shareholders at which Directors are elected.
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 Invest-
10
<PAGE>
ment Company Act of 1940, and the possible effect on Fund operations of any
new or proposed tax or other regulations applicable to investment companies.
The Committee reviews services provided to the Fund pursuant to the
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., Richard E. Segerson and Lowell P. Weicker, Jr. The Audit Committee
held four meetings during the fiscal year ended December 31, 1995.
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, 1995. The Nominating Committee currently consists
of Messrs. Robert Chesek, Harry Dalzell-Payne, Leroy Keith, Jr., Philip R.
Reynolds and Herbert Roth, Jr. It will consider individuals proposed by a
shareholder for election as a Director. Shareholders who wish to submit the name
of any individual must submit in writing a brief description of the proposed
nominee's business experience and other information relevant to the
qualifications of the individual to serve as a 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, 1995. During this term in office, all but two of the
Directors attended 100% of the total number of meetings of the Board. None of
the Directors attended fewer than 75% of the meetings of the Board and
Committees of the Board.
For services rendered to the Fund during the fiscal year ended December 31,
1995, persons serving as Directors during that period received an aggregate of
$14,274 from the Fund as Directors' fees.
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 $36,000 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. The foregoing fees do not include the reimbursement of expenses
incurred in connection with meeting attendance. Officers are compensated for
their services by the Adviser and receive no compensation from the Fund.
11
<PAGE>
For the Fund's last fiscal year, the Directors received the following
compensation:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Total
Compensation
Pension or From Fund
Retirement Estimated and Fund
Aggregate Benefits 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 $1,900* $47,500
Robert Chesek $1,710 $42,750
E. Virgil Conway $2,140 $53,500
Harry Dalzell-Payne $1,780 $44,500
Francis E. Jeffries $0 $0
Leroy Keith, Jr. $1,780 $42,500
Philip R. McLoughlin $0 None None $0
Everett L. Morris* $0 for any for any $0
James M. Oates $2,060 Director Director $51,500
Calvin J. Pedersen $0 $0
Philip R. Reynolds $1,780 $44,500
Herbert Roth, Jr. $2,260 $56,500
Richard E. Segerson $2,060 $51,500
Lowell P. Weicker, Jr. $1,380 $34,500
</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 LLP, 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 LL, auditors for the Fund for the fiscal
year ended December 31, 1995, will be present at the meeting. The representative
will have the opportunity to make a statement and will be available to respond
to appropriate questions.
The Fund's auditors examine the financial statements of the Fund annually,
issue a report on internal controls and procedures for inclusion in Securities
and Exchange Commission filings for the year, review the Fund's semi-annual
financial statements and prepare or review the Fund's income tax returns.
12
<PAGE>
THE DIRECTORS RECOMMEND A VOTE "FOR" RATIFICATION
OF THE SELECTION OF AUDITORS
PROPOSAL NO. 3
APPROVAL OR DISAPPROVAL OF PROPOSED
CHANGE IN THE NAME OF THE FUND
The Board of Directors recognizes that a corporate name identifying the Fund
more closely with its investment objective is likely to facilitate marketing
efforts and sales. Accordingly, the Board is recommending that the Restated
Articles of Organization of the Fund be amended to change the name of the Fund
to Phoenix Strategic Allocation Fund, Inc.
Approval of this proposal will require the favorable vote of more than 50% of
the outstanding shares of the Fund. If this proposal is submitted to a vote at
the meeting and is not approved, the Board of Directors will consider the
appropriate action to be taken.
THE DIRECTORS RECOMMEND A VOTE "FOR" THE PROPOSAL THAT
SHAREHOLDERS APPROVE A CHANGE IN THE NAME OF THE FUND.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder of the Fund intended to be presented at the
1997 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,
1997.
MISCELLANEOUS
As of the date of this Proxy Statement, Fund's management knows of no other
matters to be brought before the meeting. However, if any other matters properly
come before the meeting, the persons named in the enclosed proxy will vote in
accordance with their judgment on such matters.
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
September 30, 1996
13
<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
November 8, 1996
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, Thomas N. Steenburg and Richard J. Wirth, and any and each of them,
proxies and attorneys of the undersigned, with power of substitution to each,
for and in the name of the undersigned to vote and act upon all matters
(unless and except as expressly limited below) at the Special Meeting in lieu
of the Annual Meeting of Shareholders of the Fund to be held on November 8,
1996 at the offices of the Fund, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments thereof, with respect to all
shares of the Fund for which the undersigned is entitled to provide
instructions or with respect to which the undersigned would be entitled to
provide instructions or act with all the powers the undersigned would possess
if personally present and to vote with respect to specific matters as set
forth on the reverse. Any proxies heretofore given by the undersigned with
respect to said meeting are hereby revoked.
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.
<PAGE>
[x] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PROPOSAL 1.
ELECTION OF DIRECTORS
To fix the number of Directors at fourteen and Withhold For All
elect Directors (except as marked to the For Authority Except *
contrary below) [ ] [ ] [ ]
</TABLE>
D. Blinn, R. Chesek, V. Conway, H. Dalzell-Payne,
F. Jeffries, L. Keith, P. McLoughlin, E. Morris,
J. Oates, C. Pedersen, P. Reynolds,
H. Roth, R. Segerson and L. Weicker
*(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "FOR ALL EXCEPT" box and strike a line through the nominee's name.
Unless authority is withheld to vote for all nominees, the persons named as
proxies shall vote to fix the number of Directors at fourteen.)
_________________
Please be sure to sign and date this Proxy. Date
__________________________________________________________________
____Shareholder sign here ____________ Co-owner sign here ________
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PROPOSAL 2.
RATIFICATION OF SELECTION OF PRICE For Against Abstain
WATERHOUSE LLP AS AUDITORS [ ] [ ] [ ]
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PROPOSAL 3.
AMENDMENT TO RESTATED ARTICLES OF ORGANIZATION For Against Abstain
TO APPROVE CHANGE OF FUND NAME. [ ] [ ] [ ]
</TABLE>
PROPOSAL 4.
TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
NOTE: Please sign exactly as your name appears hereon. If shares are
registered in more than one name, all registered shareholders should sign
this proxy; but if one shareholder signs, this signature binds the other
shareholder. When signing as an attorney, executor, administrator, agent,
trustee, or guardian, or custodian for a minor, please give full title as
such. If a corporation, please sign in full corporate name by an authorized
person. If a partnership, please sign in partnership name by an authorized
person.
This proxy may be revoked by the shareholder(s) at any time prior to the
Special Meeting in lieu of the Annual Meeting.
RECORD DATE SHARES:
