SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
PHOENIX-ZWEIG TRUST
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Pamela S. Sinofsky
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
PHOENIX EQUITY PLANNING CORPORATION 101 Munson Street Toll Free 800 243-1574
PO Box 88
Greenfield, MA 01301
</TABLE>
[LOGO] PHOENIX
INVESTMENT PARTNERS
October 11, 2000
Dear Shareholder:
We are pleased to enclose the proxy statement for the November 30, 2000
special shareholders meeting being
held for the Phoenix-Zweig Appreciation Fund, the Phoenix-Zweig Foreign Equity
Fund, the Phoenix-Zweig Government Fund, the Phoenix-Zweig Growth & Income Fund,
Phoenix-Zweig Managed Assets and the Phoenix-Zweig Strategy Fund. Please take
the time to read the proxy statement and cast your vote, because the changes
are important to you as a shareholder.
We are asking shareholders to approve changes to each Fund's fundamental
investment restrictions to make them similar to our other Phoenix Funds. We do
not presently anticipate that these changes will have any material impact on the
investment techniques employed by any of the Funds. We are also asking
shareholders of each Fund to ratify the selection of PricewaterhouseCoopers as
the Trust's independent public accountants.
The Board of Trustees believes that the proposed changes to the
fundamental investment restrictions and the approval of PricewaterhouseCoopers
are in the best interests of the shareholders of each Fund. The Board of
Trustees has unanimously recommended that shareholders for each of the Funds
approve the proposals described in the proxy statement and proxy. Should you
have any questions, please feel free to call us at 1(800) 243-1574. We
will be happy to answer any questions you may have.
I URGE EACH SHAREHOLDER TO PROMPTLY MARK, SIGN AND RETURN THE ENCLOSED
PROXY.
Sincerely,
/S/ Martin E. Zweig
Martin E. Zweig
President, Phoenix-Zweig Trust
This letter has been prepared solely for the information of existing
shareholders. This letter is not authorized for distribution to prospective
investors.
Mutual funds distributed by PHOENIX EQUITY PLANNING CORPORATION, member NASD and
subsidiary of Phoenix Investment Partners, Ltd.
<PAGE>
PHOENIX-ZWEIG APPRECIATION FUND
PHOENIX-ZWEIG FOREIGN EQUITY FUND
PHOENIX-ZWEIG GOVERNMENT FUND
PHOENIX-ZWEIG GROWTH & INCOME FUND
PHOENIX-ZWEIG MANAGED ASSETS
PHOENIX-ZWEIG STRATEGY FUND
EACH A SERIES OF PHOENIX-ZWEIG TRUST
900 THIRD AVENUE, 31ST FLOOR
NEW YORK, NEW YORK 10022
1 (800) 243-1574
-------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 30, 2000
To The Shareholders:
Phoenix-Zweig Trust, a Delaware business trust (the "Trust"), will hold a
special meeting of shareholders of Phoenix-Zweig Appreciation Fund (the
"Appreciation Fund"), Phoenix-Zweig Foreign Equity Fund (the "Foreign Equity
Fund"), Phoenix-Zweig Government Fund (the "Government Fund"), Phoenix-Zweig
Growth & Income Fund (the "Growth & Income Fund"), Phoenix-Zweig Managed Assets
("Managed Assets") and Phoenix-Zweig Strategy Fund (the "Strategy Fund")
(collectively, the "Funds," and each individually, a "Fund") at the offices of
Phoenix Equity Planning Corporation, 101 Munson Street, Greenfield,
Massachusetts 01301 on November 30, 2000 at 2:00 p.m., local time, for the
following purposes:
1. To amend the fundamental investment restriction of each Fund regarding
diversification.
2. To amend the fundamental investment restriction of each Fund regarding
concentration.
3. To amend the fundamental investment restriction of the Appreciation
Fund, the Government Fund, the Growth & Income Fund and the Strategy
Fund regarding borrowing.
4. To amend the fundamental investment restriction of Managed Assets
regarding borrowing.
5. To adopt a fundamental investment restriction for the Foreign Equity
Fund regarding borrowing.
6. To amend the fundamental investment restriction of each Fund regarding
the issuance of senior securities.
7. To amend the fundamental investment restriction of each Fund regarding
underwriting.
8. To amend the fundamental investment restriction of each Fund regarding
investing in real estate.
9. To amend the fundamental investment restriction of each Fund regarding
investing in commodities.
10. To amend the fundamental investment restriction of each Fund regarding
lending.
11. To eliminate the fundamental investment restriction of each Fund
regarding investing in oil, gas and/or mineral exploration or
development programs.
12. To ratify or reject the selection of PricewaterhouseCoopers LLP,
independent accountants, to audit financial statements of the Trust.
13. To consider and act upon any other business as may properly come before
the meeting and any adjournments thereof.
You are entitled to vote at the meeting and any adjournment(s) if you owned
shares of any of the Funds at the close of business on October 2, 2000.
<PAGE>
Whether or not you plan to attend the meeting in person, please vote your
shares. As a convenience to our shareholders, you may now vote in any one of the
following ways:
o by telephone, with a toll-free call to the number listed on the
enclosed proxy card and following recorded instructions;
o by mail, with the enclosed proxy card and postage-paid envelope; or
o in person at the meeting.
We encourage you to vote by telephone, using the control number that
appears on your enclosed proxy card. Use of telephone voting will reduce the
time and costs associated with this proxy solicitation. Whichever method
you choose, please read the enclosed proxy statement carefully before you vote.
PLEASE RESPOND - WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION. YOUR
VOTE IS IMPORTANT.
By Order of the Board of Trustees
of Phoenix-Zweig Trust,
MARC BALTUCH
Secretary
<PAGE>
PHOENIX-ZWEIG APPRECIATION FUND
PHOENIX-ZWEIG FOREIGN EQUITY FUND
PHOENIX-ZWEIG GOVERNMENT FUND
PHOENIX-ZWEIG GROWTH & INCOME FUND
PHOENIX-ZWEIG MANAGED ASSETS
PHOENIX-ZWEIG STRATEGY FUND
EACH A SERIES OF PHOENIX-ZWEIG TRUST
900 THIRD AVENUE, 31ST FLOOR
NEW YORK, NEW YORK 10022
1 (800) 243-1574
-------------------
PROXY STATEMENT
-------------------
MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the solicitation
by the Board of Trustees of Phoenix-Zweig Trust (the "Trust") of proxies to be
used at a meeting of the shareholders of Phoenix-Zweig Appreciation Fund (the
"Appreciation Fund"), Phoenix-Zweig Foreign Equity Fund (the "Foreign Equity
Fund"), Phoenix-Zweig Government Fund (the "Government Fund"), Phoenix-Zweig
Growth & Income Fund (the "Growth & Income Fund"), Phoenix-Zweig Managed Assets
(the "Managed Assets") and Phoenix-Zweig Strategy Fund (the "Strategy Fund")
(collectively, the "Funds," individually, a "Fund") and at any adjournment(s)
thereof. The meeting will be held at the offices of Phoenix Equity Planning
Corporation, 101 Munson Street, Greenfield, Massachusetts 01301 on
November 30, 2000 at 2:00 p.m., local time.
The purpose of the meeting is to consider changes to the fundamental
investment restrictions of each of the Funds. The proposed changes will not
change the investment objective or principal investment strategy of any of
the Funds.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about October 11, 2000.
The shareholders of each Fund will vote on the proposals as indicted in the
table below:
<TABLE>
<CAPTION>
APPRECIATION FUND
GOVERNMENT FUND
GROWTH & INCOME FUND FOREIGN
PROPOSAL STRATEGY FUND MANAGED ASSETS EQUITY FUND
-------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
1. To amend the fundamental investment
restriction for each of the Funds X X X
regarding diversification.
2. To amend the fundamental investment
restriction for each of the Funds X X X
regarding concentration.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
APPRECIATION FUND
GOVERNMENT FUND
GROWTH & INCOME FUND FOREIGN
PROPOSAL STRATEGY FUND MANAGED ASSETS EQUITY FUND
-------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
3. To amend the fundamental investment
restriction for each of the
Appreciation Fund, the Government X
Fund, the Growth & Income Fund and
the Strategy Fund regarding
borrowing.
4. To amend the fundamental investment
restriction for Managed Assets X
regarding borrowing.
5. To adopt a fundamental investment
restriction for the Foreign Equity X
Fund regarding borrowing.
6. To amend the fundamental investment
restriction for each of the Funds X X X
regarding the issuance of senior
securities.
7. To amend the fundamental investment
restriction for each of the Funds X X X
regarding underwriting.
8. To amend the fundamental investment
restriction for each of the Funds X X X
regarding investing in real estate.
9. To amend the fundamental investment
restriction for each of the Funds X X X
regarding investing in commodities.
10. To amend the fundamental investment
restriction for each of the Funds X X X
regarding lending.
11. To eliminate the fundamental
investment restriction regarding X X X
investing in oil, gas and/or
mineral exploration or development.
12. To ratify or reject the selection
of PricewaterhouseCoopers LLP, X X X
independent accountants, to audit
financial statements of the Trust.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
APPRECIATION FUND
GOVERNMENT FUND
GROWTH & INCOME FUND FOREIGN
PROPOSAL STRATEGY FUND MANAGED ASSETS EQUITY FUND
-------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
13. To consider and act upon any other
business as may properly come X X X
before the meeting and any
adjournment(s) thereof.
</TABLE>
VOTING INFORMATION
Shareholders of record of the Funds at the close of business
on October 2, 2000 will be entitled to vote at the meeting or at any
adjournments thereof. The following table shows, for each Fund, the number of
shares of the Fund and the votes represented by such shares as of the record
date:
APPRECIATION FUND
--------------------------------------------------------------------------------
SHARES VOTES
CLASS OUTSTANDING REPRESENTED
--------------------------------------------------------------------------------
Class A shares 7,143,517.565 87,008,043.94
--------------------------------------------------------------------------------
Class B shares 1,267,460.432 15,120,802.95
--------------------------------------------------------------------------------
Class C shares 4,463,692.347 53,207,212.78
--------------------------------------------------------------------------------
Class I shares 78,710.650 978,373.38
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FOREIGN EQUITY FUND
--------------------------------------------------------------------------------
CLASS SHARES VOTES
OUTSTANDING REPRESENTED
--------------------------------------------------------------------------------
Class A shares 66,029.450 884,794.63
--------------------------------------------------------------------------------
Class B shares 11,788.835 155,966.29
--------------------------------------------------------------------------------
Class C shares 195,269.180 2,575,600.48
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GOVERNMENT FUND
--------------------------------------------------------------------------------
CLASS SHARES VOTES
OUTSTANDING REPRESENTED
--------------------------------------------------------------------------------
Class A shares 1,878,550.306 18,428,578.50
--------------------------------------------------------------------------------
Class B shares 131,534.336 1,296,928.55
--------------------------------------------------------------------------------
Class C shares 492,548.553 4,817,124.85
--------------------------------------------------------------------------------
Class I shares 296,998.620 2,922,466.42
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GROWTH & INCOME FUND
--------------------------------------------------------------------------------
CLASS SHARES VOTES
OUTSTANDING REPRESENTED
--------------------------------------------------------------------------------
Class A shares 181,730.636 2,395,209.78
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Class B shares 620,148.872 8,161,159.16
--------------------------------------------------------------------------------
Class C shares 286,719.793 3,776,099.67
--------------------------------------------------------------------------------
Class I shares 77,334.441 1,023,908.00
--------------------------------------------------------------------------------
MANAGED ASSETS
--------------------------------------------------------------------------------
CLASS SHARES VOTES
OUTSTANDING REPRESENTED
--------------------------------------------------------------------------------
Class A shares 5,252,274.843 72,428,870.08
--------------------------------------------------------------------------------
Class B shares 2,287,426.075 31,703,725.40
--------------------------------------------------------------------------------
Class C shares 21,462,283.149 292,745,542.15
--------------------------------------------------------------------------------
Class I shares 87,087.082 1,213,993.92
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3
<PAGE>
STRATEGY FUND
--------------------------------------------------------------------------------
CLASS SHARES VOTES
OUTSTANDING REPRESENTED
--------------------------------------------------------------------------------
Class A shares 13,464,428.424 151,070,886.92
--------------------------------------------------------------------------------
Class B shares 2,616,925.664 29,571,260.00
--------------------------------------------------------------------------------
Class C shares 9,548,797.347 107,614,946.10
--------------------------------------------------------------------------------
Class I shares 69,799.443 795,713.65
--------------------------------------------------------------------------------
Shareholders are entitled to one vote for each dollar of net asset value
(determined as of the record date) of each share owned by such shareholder on
any matter on which such shareholder is entitled to vote and each fractional
dollar amount shall be entitled to a proportionate fractional vote. Shareholders
of each Fund will vote separately on each proposal, with all classes voting
together. Shareholders of all of the Funds, together with the shareholders of
the Phoenix-Zweig Government Cash Fund who will be voting at the same time on an
identical proposal, will vote in the aggregate on a Trust-wide basis to ratify
or reject the selection of PricewaterhouseCoopers LLP to audit the financial
statements of the Trust.
The holders of thirty-three and one-third percent of the outstanding shares
of the Fund entitled to vote shall constitute a quorum for the meeting. A quorum
being present, except for the proposal to ratify the selection of auditors, the
approval of each proposal by a Fund requires the vote of the lesser of (i) 67%
or more of the eligible votes of the Fund present at the meeting if more than
50% of the eligible votes of the Fund are present in person or by proxy or (ii)
more than 50% of the eligible votes of the Fund. The approval of the proposal to
ratify the selection of auditors requires the vote of a majority of the eligible
votes which are voted on a Trust-wide basis, which includes the votes of the
shareholders of the Phoenix-Zweig Government Cash Fund.
For purposes of determining the presence of a quorum for transacting
business at the meeting and for determining whether sufficient votes have been
received for approval of the proposals to be acted upon at the meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting, but which have not been
voted. For this reason, abstentions and broker non-votes will assist a Fund in
4obtaining a quorum, but both have the practical effect of a "no" vote for
purposes of obtaining the requisite vote for approval of the proposals.
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of one or more of the proposals have not
been obtained, then the persons named as proxies may propose one or more
adjournments of the meeting without further notice to shareholders to permit
further solicitation of proxies provided such persons determine, after
consideration of all relevant factors, including the nature of the proposals,
the percentage of votes then cast, the percentage of negative votes then cast,
the nature of the proposed solicitation activities and the nature of the reasons
for such further solicitation, that an adjournment and additional solicitation
is reasonable and in the interests of shareholders. When voting on a proposed
adjournment, the persons named as proxies will vote for the proposed adjournment
all shares that they are entitled to vote with respect to each proposal, unless
directed to vote against the proposal, in which case such shares will be voted
against the proposed adjournment with respect to that proposal.
The meeting may be adjourned from time to time by the vote of a majority of
the shares represented at the meeting, whether or not a quorum is present. If
the meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting at which the adjournment is taken, unless a new record
date of the adjourned meeting is fixed or unless the adjournment is for more
than sixty (60) days from the date set for the original meeting, in either such
case the Trustees shall set a new record date. At any adjourned meeting, the
Trust may transact any business which might have been transacted at the original
meeting.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with the shareholder's direction, as indicated thereon, if the proxy
card is received and is properly executed. If the shareholder properly executes
a proxy and gives no voting instructions with respect to a proposal, the shares
will be voted in favor of such proposal. The proxies, in their discretion, may
vote upon such other matters as may properly come before the meeting. The Board
of Trustees of the Trust is not aware of any other matters to come before the
meeting.
4
<PAGE>
REVOCATION OF PROXIES
Any shareholder who has given a proxy has the right to revoke the proxy any
time prior to its exercise:
o by written notice of the proxy's revocation to the Secretary of the
Trust at the above address prior to the meeting;
o by the subsequent execution and return of another proxy prior to the
meeting;
o by submitting a subsequent telephone vote; or
o by being present and voting in person at the meeting and giving oral
notice of revocation to the Chairman of the meeting.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers and employees
of Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. The Trust may also use one or more proxy
solicitation firms to assist with the mailing and tabulation effort and any
special personal solicitation of proxies. Banks, brokers, fiduciaries and
nominees will, upon request, be reimbursed for their reasonable expenses in
sending proxy material to beneficial owners of shares of the Funds. The cost of
the solicitation of proxies will be borne by Phoenix Investment Partners, Ltd.
D.F. King and Co., Inc., a proxy solicitation firm, has been engaged by the
Trust to act as solicitor and will receive fees estimated at $18,000, plus
reimbursement of out-of-pocket expenses. The agreement with D.F. King provides
that D.F. King will perform various proxy solicitation services in connection
with the meeting, such as contacting shareholders and providing information with
respect to matters to be considered at the meeting.
If a shareholder wishes to participate in the meeting, but does not wish to
authorize the execution of a proxy by telephone, the shareholder may still
submit the proxy form included with this proxy statement or attend the meeting
in person.
SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of September 27, 2000 with
respect to each person who beneficially owns 5% or more of any class of a Fund's
equity securities.
<TABLE>
<CAPTION>
NAME OF SHAREHOLDERS FUND AND CLASS PERCENTAGE OF CLASS NUMBER OF SHARES
-------------------- -------------- ------------------- ----------------
<S> <C> <C> <C>
MLPF&S Appreciation Fund Class B 8.51% 108,393.421
For the Sole Benefit of its Customers Appreciation Fund Class C 17.29% 773,910.723
Attn: Fund Administration Foreign Equity Fund Class B 20.97% 23,439.260
4800 Deer Lake Drive East, 3rd FL Government Fund Class B 42.20% 55,488.040
Jacksonville, FL 32246-6484 Government Fund Class C 28.82% 141,971.801
Growth & Income Class B 19.05% 118,977.234
Growth & Income Class C 8.52% 24,535.283
Managed Assets Class A 8.64% 454,534.207
Managed Assets Class B 23.45% 538,499.905
Managed Assets Class C 17.84% 3,845,934.513
Strategy Fund Class A 12.71% 1,719,148.048
Strategy Fund Class B 15.03% 396,153.670
Strategy Fund Class C 18.19% 1,747,108.427
Martin E. Zweig & Jeffrey Perry TTEE Appreciation Fund Class I 92.30% 72,630.978
Zweig-DiMenna Associates, Inc.
Retirement Trust MPP DTD 01/01/99
Attn. Michael Link
900 3rd Avenue, FL 31
New York, NY 10022-4728
Prudential Bank & Trust FBO Appreciation Fund Class I 7.68% 6,046.065
Its Defined Contribution Plan
Customers
30 Scranton Office Park
Scranton, PA 18507
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
NAME OF SHAREHOLDERS FUND AND CLASS PERCENTAGE OF CLASS NUMBER OF SHARES
-------------------- -------------- ------------------- ----------------
<S> <C> <C> <C>
State Street Bank & Trust Co. Foreign Equity Fund Class A 5.94% 3,922.712
Cust for the Rollover IRA of
Michael G. Rains
1326 Canterbury Drive
Abilene, TX 79602-4207
Prudential Securities Inc., Foreign Equity Fund Class A 6.00% 3,961.500
FBO Edwin L. Rule
Marguerite Rule Co-Ttees
The Rule Family Trust
Kensington, CA 94707
Dean Witter for the Benefit of Foreign Equity Fund Class A 9.08% 5,994.137
Hortense E. Martin and
PO Box 250 Church Street Station
New York, NY 10008-0250
LPL Financial Services Foreign Equity Fund Class A 9.68% 6,393.128
9785 Towne Centre Drive
San Diego, CA 92121-1968
Dean Witter Foreign Equity Fund Class C 5.14% 9,369.012
FBO Helene Hahn
PO Box 250 Church Street Station
New York, NY 10008-0250
June L. Hurley & Joanne Hurley Foreign Equity Fund Class C 6.56% 11,954.613
Linda Hurley Buillings Co-Ttees
Frederick Roberts Hurley Life Ins.
1024 E. Desert Cove Avenue
Phoenix, AZ 85020-1150
Daniel Matthew McGee Ttee Foreign Equity Fund Class C 6.05% 11,018.391
Of the Ellis Trust Agreement
6311 Wilshire Boulevard
Los Angeles, CA 90048-5001
</TABLE>
The following table sets forth information as of September 27, 2000, with
respect to each executive officer or Trustee of the Trust who owns shares of any
class of any of the Funds:
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER FUND AND CLASS SHARES OWNED PERCENT OWNED
------------------- -------------- ------------ -------------
<S> <C> <C> <C>
Marc Baltuch Managed Assets Class A 637.245 *
Claire B. Benenson Appreciation Fund Class A 13.894 *
Growth & Income Fund Class A 1,696.978 *
Strategy Fund Class A 2,348.280 *
S. Leland Dill Appreciation Fund Class A 1,390.568 *
Strategy Fund Class A 1,162.519 *
Barry Mandinach Appreciation Fund Class A 175.263 *
Growth & Income Fund Class A 256.778 *
Martin E. Zweig Managed Assets Class A 7,205.346 *
</TABLE>
* less than 1%
6
<PAGE>
On September 27, 2000, the Trustees and officers as a group owned 1.07% of
the Growth & Income Fund Class A Shares and less than 1% of the outstanding
shares of any other class of any of the Funds.
A COPY OF THE TRUST'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER UPON REQUEST TO PHOENIX EQUITY
PLANNING CORPORATION, 100 BRIGHT MEADOW BOULEVARD, P.O. BOX 2200, ENFIELD,
CONNECTICUT 06083-2200. SHAREHOLDERS MAY ALSO CALL PHOENIX EQUITY PLANNING
CORPORATION TOLL-FREE AT (800) 243-4361.
REASONS FOR THE PROPOSED CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
Proposals 1-11 in this proxy statement are among a series of proposed
transactions in which mutual funds managed by Phoenix Investment Counsel, Inc.
("Phoenix") and its affiliates, including Phoenix-Zweig Advisers LLC, (the
"Phoenix Funds") will, if not previously organized as a Delaware business trust,
be reorganized as a Delaware business trust and then operate under common
fundamental investment restrictions. Since the Trust already is a Delaware
business trust, the changes contemplated by this proxy statement are limited to
changes in the fundamental investment restrictions of the Funds. Because many of
the Phoenix Funds began operations outside of the Phoenix organization, they
have different fundamental investment restrictions. Management believes that
integrating all of the Phoenix Funds by adopting a single business form,
domicile and fundamental investment restrictions offers the opportunity for
operational efficiencies that will benefit all shareholders.
If all of Proposals 1-11 are approved by each Fund, each Fund will have
fundamental investment restrictions which are expected to become standard for
all of the Phoenix Funds. These proposed restrictions differ in certain respects
from the current fundamental investment restrictions. Management believes that
increased standardization of fundamental investment restrictions will help to
promote operational efficiencies and facilitate monitoring of compliance with
the restrictions. Although the Funds will have additional flexibility to engage
in previously prohibited activities if the proposals are approved, Management
does not presently anticipate that the use of different investment restrictions
resulting from amending or eliminating each of the current restrictions or
adopting a new fundamental investment restriction as described in the proposals
below will have any material impact on the investment techniques employed. For a
more detailed comparison of the current and proposed fundamental investment
restrictions, see Proposals 1-11 below.
PROPOSAL 1
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING DIVERSIFICATION
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
diversification. The current fundamental investment restriction regarding
diversification applicable to each Fund provides that the Fund may not:
"With respect to 75% of a Fund's assets, purchase the
securities of any one issuer, if immediately after such
purchase (i) more than 5% of the value of the total assets of
any Fund would be invested in such issuer or (ii) the Fund
would own more than 10% of the outstanding voting securities
of such issuer (such limitations do not apply to securities
issued by the U.S. Government, its agencies or
instrumentalities)."
If Proposal 1 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding diversification:
"A Fund may not, with respect to 75% of its total assets,
purchase securities of an issuer (other than the U.S.
Government, its agencies, instrumentalities or authorities or
repurchase agreements collateralized by U.S. Government
securities and other investment companies), if: (a) such
purchase would, at the time, cause more than 5% of the Fund's
total assets taken at market value to be invested in the
securities of such issuer; or (b) such purchase would at the
time result in more than 10% of the outstanding voting
securities of such issuer being held by the Fund."
The new language more closely tracks the definition of diversification set
forth in the Investment Company Act of 1940, as amended (the "1940 Act"), in
that the new requirements would not apply to investments by a Fund in securities
issued by U.S. Government authorities, repurchase agreements collateralized by
U.S. Government securities or other investment companies. However, under another
section of the 1940 Act, mutual funds face other substantial restrictions on
7
<PAGE>
investments in other registered investment companies. Other than these changes,
Management believes there is no substantive change involved in this proposal.
For purposes of this proxy statement, the "1940 Act" includes rules and
regulations of the Securities and Exchange Commission (the "SEC") issued under
that Act.
PROPOSAL 2
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING CONCENTRATION
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
concentration. The current fundamental investment restriction regarding
concentration applicable to each Fund provides that the Fund may not:
"Purchase the securities of issuers conducting their
principal business activities in the same industry if
immediately after such purchase the value of its investments
in such industry would be 25% or more of the value of the
total assets of the Fund (there is no such limitation with
respect to obligations of the U.S. Government, its agencies
and instrumentalities)."
If Proposal 2 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding concentration:
"A Fund may not purchase securities if, after giving effect
to the purchase, more than 25% of its total assets would be
invested in the securities of one or more issuers conducting
their principal business activities in the same industry
(excluding the U.S. Government, its agencies or
instrumentalities)."
Management believes there is no substantive change involved in this
proposal.
PROPOSAL 3
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR THE APPRECIATION FUND,
THE GOVERNMENT FUND, THE GROWTH & INCOME FUND AND THE STRATEGY
FUND REGARDING BORROWING
The Board of Trustees has proposed that the shareholders of the
Appreciation Fund, the Government Fund, the Growth & Income Fund and the
Strategy Fund approve an amendment to the fundamental investment restriction
regarding borrowing. The current fundamental investment restriction regarding
borrowing applicable to each of these Funds provides that the Fund may not:
"Borrow amounts in excess of 20% of its total assets taken at
cost or at market value, whichever is lower, and then only
from banks as a temporary measure for extraordinary or
emergency purposes. If such borrowings exceed 5% of the
Fund's total assets, the Fund will make no further
investments until such borrowing is repaid. Each such Fund
may pledge up to 10% of its total assets as security for such
borrowing. For purposes of these restrictions, the deposit of
initial or maintenance margin in connection with futures
contracts will not be deemed to be a pledge of such Fund's
assets."
If Proposal 3 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding borrowing:
"A Fund may not borrow money, except (i) in amounts not to
exceed one-third of the value of the Fund's total assets
(including the amount borrowed) from banks, and (ii) up to an
additional 5% of its total assets from banks or other lenders
for temporary purposes. For purposes of this restriction, (a)
investment techniques such as margin purchases, short sales,
forward commitments, and roll transactions, (b) investments
in instruments such as futures contracts, swaps, and options
and (c) short-term credits extended in connection with trade
clearance and settlement, shall not constitute borrowing."
8
<PAGE>
The proposed borrowing restriction is based upon the limitations currently
imposed on mutual funds by the 1940 Act. If the proposal is approved, each Fund
will have greater flexibility to leverage the Fund's assets in that the Fund
will have the ability to borrow up to one-third of its total assets from banks
for any purposes, and an additional 5% of its total assets for temporary
purposes. Under the current restriction, the use of proceeds of borrowings is
more restrictive; each Fund may borrow up to 20% of its total assets only as a
temporary measure and pledge up to 10% of its total assets. Each Fund currently
may not make further investments while borrowing exceeds 5% of its net assets.
The proposed restriction contains no such limitation. Borrowing would exaggerate
the effect on a Fund's net asset value resulting from any increase or decrease
in the market price of securities in such Fund's portfolio and, therefore, may
increase the volatility of the Funds under the proposed restriction. Money
borrowed will be subject to interest and other costs. These costs may exceed the
gain on securities purchased with borrowed funds. The proposed restriction
contains no limitation on the pledge of assets by a Fund.
PROPOSAL 4
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR MANAGED ASSETS
REGARDING BORROWING
The Board of Trustees has proposed that the shareholders of Managed Assets
approve an amendment to the fundamental investment restriction regarding
borrowing. The current fundamental investment restriction regarding borrowing
provides that the Fund may not:
"Borrow money, unless from a bank, for temporary or emergency
purposes (not for leveraging or investment) in an amount not
exceeding 1/3 of the value of the total assets of Managed
Assets less liabilities (other than borrowings). Any
borrowings that come to exceed 1/3 of the value of Managed
Assets' total assets by reason of a decline in net assets
will be reduced within three days to the extent necessary to
comply with the 1/3 limitations."
If Proposal 4 is approved, this restriction will be replaced with the
following fundamental investment
restriction regarding borrowing:
"A Fund may not borrow money, except (i) in amounts not to
exceed one-third of the value of the Fund's total assets
(including the amount borrowed) from banks, and (ii) up to an
additional 5% of its total assets from banks or other lenders
for temporary purposes. For purposes of this restriction, (a)
investment techniques such as margin purchases, short sales,
forward commitments, and roll transactions, (b) investments
in instruments such as futures contracts, swaps, and options
and (c) short-term credits extended in connection with trade
clearance and settlement, shall not constitute borrowing."
The proposed restriction is consistent with the limitations currently
imposed on borrowing by mutual funds under the 1940 Act. If the proposal is
approved, Managed Assets will have greater flexibility to borrow money in that
the Fund may borrow for any purpose up to one-third of its total assets from
banks, plus an additional 5% of its total assets from banks or other lenders for
temporary purposes. Borrowing would exaggerate the effect on the Fund's net
asset value resulting from any increase or decrease in the market price of
securities in the Fund's portfolio and, therefore, may increase the volatility
of the Fund under the proposed restriction. Money borrowed will be subject to
interest and other costs. These costs may exceed the gain on securities
purchased with borrowed funds.
PROPOSAL 5
TO ADOPT A FUNDAMENTAL INVESTMENT RESTRICTION FOR THE FOREIGN EQUITY FUND
REGARDING BORROWING
The Board of Trustees has proposed that the shareholders of the Foreign
Equity Fund approve the adoption of a fundamental investment restriction
regarding borrowing.
If Proposal 5 is approved, the Fund will be subject to the following
fundamental investment restriction regarding borrowing:
9
<PAGE>
"A Fund may not borrow money, except (i) in amounts not to
exceed one-third of the value of the Fund's total assets
(including the amount borrowed) from banks, and (ii) up to an
additional 5% of its total assets from banks or other lenders
for temporary purposes. For purposes of this restriction, (a)
investment techniques such as margin purchases, short sales,
forward commitments, and roll transactions, (b) investments
in instruments such as futures contracts, swaps, and options
and (c) short-term credits extended in connection with trade
clearance and settlement, shall not constitute borrowing."
Although the Foreign Equity Fund does not currently have a fundamental
investment restriction regarding borrowing, the Foreign Equity Fund is subject
to the restrictions imposed on borrowing by mutual funds under the 1940 Act. For
at least the past few years, the Fund has not borrowed money. Management does
not at this time expect any material impact on the Fund's investment techniques
as a result of this change. The proposed restriction is consistent with the
limitations currently imposed on borrowing under the 1940 Act.
PROPOSAL 6
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING THE ISSUANCE OF SENIOR SECURITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding the
issuance of senior securities. The current fundamental investment restriction
regarding senior securities applicable to each Fund provides that the Fund may
not:
"Issue "senior securities," except as permitted under the
Investment Company Act of 1940."
If Proposal 6 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not issue "senior securities" in contravention of
the 1940 Act. Activities permitted by SEC exemptive orders or
staff interpretations shall not be deemed to be prohibited by
this restriction."
Mutual funds are generally prohibited from issuing "senior securities." The
SEC staff has previously permitted mutual funds to engage in certain trading
activities, subject to certain limitations, that could otherwise be viewed as
senior securities. The proposed restriction clarifies that the Funds will be
allowed to engage in these activities to the extent permitted by the SEC or the
SEC staff. Since the Funds will have greater flexibility to issue senior
securities, the Funds may be subject to additional costs and risks. For example,
the costs of engaging in trading activities which could be viewed as senior
securities can reduce a Fund's total return. In addition, upon engaging in
activities which could be viewed as senior securities, a Fund could experience
increased risks due to the effects of leveraging.
PROPOSAL 7
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING UNDERWRITING
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
underwriting. The current fundamental investment restriction regarding
underwriting applicable to each Fund provides that the Fund may not:
"Act as an underwriter, except that the Fund may technically
be deemed an underwriter under the Securities Act of 1933, as
amended (the "1933 Act"), in a registration under such Act
necessary to resell certain restricted securities."
If Proposal 7 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not underwrite the securities issued by other
persons, except to the extent that, in connection with the
disposition of portfolio securities, the Fund may be deemed
to be an underwriter under applicable law."
10
<PAGE>
Management believes there is no substantive change involved in this
proposal. The proposed investment restriction clarifies that a Fund would not
violate the restriction if it was deemed an underwriter as a result of the sale
of its portfolio securities under the 1933 Act or any other applicable law.
PROPOSAL 8
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING INVESTING IN REAL ESTATE
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
investing in real estate. The current fundamental investment restriction
regarding investing in real estate applicable to each Fund provides that the
Fund may not:
"Invest in real estate or real estate mortgage loans . . .
provided that this limitation shall not prohibit the purchase
of securities issued by companies that invest in real estate
or interests therein, including real estate investment
trusts."
If Proposal 8 is approved, this restriction will be replaced with the
following fundamental investment restriction:
"A Fund may not purchase or sell real estate, except that the
Fund may (i) acquire or lease office space for its own use,
(ii) invest in securities of issuers that invest in real
estate or interests therein, (iii) invest in mortgage-related
securities and other securities that are secured by real
estate or interests therein, (iv) hold and sell real estate
acquired by the Fund as a result of the ownership of
securities."
The proposed restriction would permit each Fund to acquire or lease office
space for its own use, although it is not anticipated that any Fund will do so.
The proposed restriction would also allow a Fund to invest in mortgage-related
securities and other securities secured by real estate and would permit a Fund
to hold and sell real estate acquired as a result of the ownership of securities
(for example as the holder of a bond in a company that had gone into
bankruptcy). While Management believes this possibility is remote, this change
would provide useful flexibility should such an event occur.
PROPOSAL 9
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING INVESTING IN COMMODITIES
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
investing in commodities. The current fundamental investment restriction
regarding commodities applicable to each Fund provides that the Fund may not:
"Invest in commodities or commodity contracts, except as
described in the Prospectus or purchase or sell physical
commodities unless acquired as a result of ownership of
securities, provided that this limitation shall not prevent a
Fund from purchasing and selling options and futures
contracts."
If Proposal 9 is approved, this restriction would be replaced with the
following fundamental investment restriction:
"A Fund may not purchase or sell commodities or commodity
contracts, except the Fund may purchase and sell derivatives
(including, but not limited to, options, futures contracts
and options on futures contracts) whose value is tied to the
value of a financial index or a financial instrument or other
asset (including, but not limited to, securities indexes,
interest rates, securities, currencies and physical
commodities)."
The current restriction permits each Fund to invest in options and futures
contracts. The proposed restriction permits each Fund to purchase and sell
derivatives that have a value tied to the value of a financial index, financial
instrument or other asset. These derivatives include, for example, options,
futures contracts and options on futures contracts. However, the ability of the
Funds to engage in futures contracts and options on futures will remain subject
to applicable rules of the Commodity Futures Trading Commission ("CFTC"). Under
current CFTC rules, the Funds would not be permitted to
11
<PAGE>
enter into a futures transaction if it would cause the aggregate amount of
initial margin deposit and related option premiums for non-hedging purposes to
exceed 5% of the value of its assets. While the use of derivatives can guard
against potential risks, it can eliminate some opportunities for gains. The main
risk with derivatives is that some types can amplify a gain or loss, potentially
earning or losing substantially more money than the actual cost of the
derivative. With some derivatives, whether used for hedging or speculation,
there is also the risk that the counterparty may fail to honor its contract
terms, causing a loss for the Funds.
PROPOSAL 10
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING LENDING
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
lending. The current fundamental investment restriction regarding lending
applicable to each Fund provides that the Fund may not:
"Make loans, except that this restriction shall not prohibit
the purchase and holding of a portion of an issue of publicly
distributed debt securities, the lending of portfolio
securities (if the aggregate value of the loaned securities
does not at any time exceed one-third of the total assets of
the Fund), or the entry into repurchase agreements."
If Proposal 10 is approved, this restriction would be replaced with the
following fundamental investment restriction:
"A Fund may not make loans, except that the Fund may (i) lend
portfolio securities, (ii) enter into repurchase agreements,
(iii) purchase all or a portion of an issue of debt
securities, bank loan participation interests, bank
certificates of deposit, bankers' acceptances, debentures or
other securities, whether or not the purchase is made upon
the original issuance of the securities and (iv) participate
in an interfund lending program with other registered
investment companies."
Under the current restriction on lending, the Fund is prohibited from
lending money, except in connection with the acquisition of publicly distributed
debt securities and except for entering into repurchase agreements. The proposed
lending restriction offers greater flexibility in that the Fund is permitted to
engage in a broader scope of lending activities. In addition, under the current
restriction a Fund is permitted to lend its portfolio securities up to one-third
of its total assets. However, the proposed restriction does not limit the amount
of portfolio securities that a Fund may lend. The staff of the SEC currently
limits loans of portfolio securities to one-third of a mutual fund's assets,
including any collateral received from the loan. If the SEC staff were to
provide greater flexibility to mutual funds to engage in securities lending in
the future, under the proposed restriction, the Funds would be able to take
advantage of that increased flexibility. The main risk in lending securities, as
with other extensions of credit, is the possibility that the borrower may fail
to honor its obligations, causing a loss for the Funds. The proposed lending
restriction would also permit each Fund to participate in an interfund lending
program with other registered investment companies. The current restriction does
not allow for interfund lending. Management does not currently intend to
establish an interfund lending program.
PROPOSAL 11
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE FUNDS
REGARDING INVESTING IN OIL, GAS AND/OR MINERAL EXPLORATION OR
DEVELOPMENT PROGRAMS
The Board of Trustees has proposed that the shareholders of each Fund
eliminate the fundamental investment restriction regarding investing in oil, gas
and/or mineral exploration or development programs. The current fundamental
investment restriction applicable to each Fund provides that the Fund may not
invest in interests in oil, gas and/or mineral exploration or development
programs.
If Proposal 11 is approved, this restriction will be eliminated. Management
believes this restriction was based on the requirements of state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds.
12
<PAGE>
PROPOSAL 12
TO RATIFY OR REJECT THE SELECTION OF AUDITORS
On the recommendation of the Audit Committee, the Trustees (including all
of the Trustees who are not interested persons of the Fund) have selected
PricewaterhouseCoopers LLP, independent accountants, to audit financial
statements of the Trust filed with the Securities and Exchange Commission and
other regulatory authorities. The Trust has been advised that neither such firm
nor any of its partners has any financial interest in any of the Funds. The
selection of auditors is subject to ratification or rejection by the
shareholders at the meeting.
A representative of PricewaterhouseCoopers LLP, auditors for the Trust for
the fiscal year ended December 31, 1999, is not expected to be present at the
meeting.
The auditors examine the financial statements of the Trust annually, issue
a report on internal controls and procedures for inclusion in Securities and
Exchange Commission filings for the year, review the Trust's semi-annual
financial statements and prepare or review the Trust's income tax returns.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND
THAT THE SHAREHOLDERS APPROVE EACH OF THE PROPOSALS.
ADVISER, SUBADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR
Phoenix-Zweig Advisers LLC ("Phoenix-Zweig") (formerly Zweig/Glaser
Advisers LLC) is the investment adviser to each of the Funds and is located at
900 Third Avenue, New York, NY 10022. Phoenix-Zweig is a wholly-owned subsidiary
of Phoenix Investment Partners, Ltd. ("PXP"), a Delaware corporation, located at
56 Prospect St., Hartford, CT 06115. PXP is a publicly-traded independent
registered investment advisory firm, and has served investors for over 70 years.
The Funds' subadviser is Zweig Consulting LLC. Its principal offices are located
at 900 Third Ave., New York, NY 10022. Phoenix Equity Planning Corporation, 100
Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200, serves
as the Trust's underwriter and as the Trust's financial agent (administrator).
OTHER BUSINESS
The Board of Trustees of the Trust knows of no business to be brought
before the meeting other than the matters set forth in this Proxy Statement.
Should any other matter requiring a vote of the shareholders of the Funds arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Funds and the shareholders of the Funds.
The Trust does not hold annual meetings of shareholders. There will
normally be no meeting of shareholders for the purpose of electing Trustees of
the Trust unless and until such time as less than a majority of the Trustees
holding office have been elected by the shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
Shareholders wishing to submit proposals for inclusion in the proxy statement
for any subsequent shareholder meeting of their Fund should send their written
submissions to the offices of the Trust at 101 Munson Street, Greenfield,
Massachusetts 01301.
13
<PAGE>
PHOENIX-ZWEIG TRUST
900 THIRD AVENUE, 31ST FLOOR
NEW YORK, NEW YORK 10022
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-ZWEIG APPRECIATION FUND
PROXY
The undersigned shareholder of Phoenix-Zweig Appreciation Fund (the
"Fund"), a series of Phoenix-Zweig Trust (the "Trust"), revoking any and all
previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held on November 30, 2000 at the
offices of Phoenix Equity Planning Corporation, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments thereof, with respect to all
shares of the Fund for which the undersigned is entitled to provide instructions
or with respect to which the undersigned would be entitled to provide
instructions or act with all the powers the undersigned would possess if
personally present and to vote with respect to specific matters as set forth
below. Any proxies heretofore given by the undersigned with respect to said
meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self-addressed, postage-paid envelope. In the
alternative, you may vote by telephone by calling toll-free 1-877-779-8683 and
following the recorded instructions. Prompt voting by shareholders will avoid
the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. Unless otherwise specified in the squares
provided, the undersigned's vote will be cast "FOR" each Proposal. If no
direction is made for any Proposals, this proxy will be voted "FOR" any and all
such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
<TABLE>
<S> <C> <C> <C>
1. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
4. (Not applicable to this Fund). N/A N/A N/A
5. (Not applicable to this Fund). N/A N/A N/A
6. To amend the fundamental investment restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction For Against Abstain
regarding investing in oil, gas and/or mineral [ ] [ ] [ ]
exploration or development.
12. To ratify the selection of PricewaterhouseCoopers For Against Abstain
LLP as auditors. [ ] [ ] [ ]
</TABLE>
<PAGE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
-------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date
-------------------------------------------------------------------
Signature (Joint Owners) Date
<PAGE>
PHOENIX-ZWEIG TRUST
900 THIRD AVENUE, 31ST FLOOR
NEW YORK, NEW YORK 10022
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-ZWEIG FOREIGN EQUITY FUND
PROXY
The undersigned shareholder of Phoenix-Zweig Foreign Equity Fund (the
"Fund"), a series of Phoenix-Zweig Trust (the "Trust"), revoking any and all
previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held on November 30, 2000 at the
offices of Phoenix Equity Planning Corporation, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments thereof, with respect to all
shares of the Fund for which the undersigned is entitled to provide instructions
or with respect to which the undersigned would be entitled to provide
instructions or act with all the powers the undersigned would possess if
personally present and to vote with respect to specific matters as set forth
below. Any proxies heretofore given by the undersigned with respect to said
meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self-addressed, postage-paid envelope. In the
alternative, you may vote by telephone by calling toll-free 1-877-779-8683 and
following the recorded instructions. Prompt voting by shareholders will avoid
the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. Unless otherwise specified in the squares
provided, the undersigned's vote will be cast "FOR" each Proposal. If no
direction is made for any Proposals, this proxy will be voted "FOR" any and all
such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
<TABLE>
<S> <C> <C> <C>
1. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. (Not applicable to this Fund). N/A N/A N/A
4. (Not applicable to this Fund). N/A N/A N/A
5. To adopt a fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10.To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11.To eliminate the fundamental investment restriction For Against Abstain
regarding investing in oil, gas and/or mineral [ ] [ ] [ ]
exploration or development.
12.To ratify the selection of PricewaterhouseCoopers For Against Abstain
LLP as auditors. [ ] [ ] [ ]
</TABLE>
<PAGE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE
SPECIAL MEETING OF THE SHAREHOLDERS.
-------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date
-------------------------------------------------------------------
Signature (Joint Owners) Date
<PAGE>
PHOENIX-ZWEIG TRUST
900 THIRD AVENUE, 31ST FLOOR
NEW YORK, NEW YORK 10022
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-ZWEIG GOVERNMENT FUND
PROXY
The undersigned shareholder of Phoenix-Zweig Government Fund (the "Fund"),
a series of Phoenix-Zweig Trust (the "Trust"), revoking any and all previous
proxies heretofore given for shares of the Fund held by the undersigned, hereby
constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and each of hem,
proxies and attorneys of the undersigned, with power of substitution to each,
for and in the name of the undersigned to vote and act upon all matters (unless
and except as expressly limited below) at the Special Meeting of Shareholders of
the Fund to be held on November 30, 2000 at the offices of Phoenix Equity
Planning Corporation, 101 Munson Street, Greenfield, Massachusetts, and at any
and all adjournments thereof, with respect to all shares of the Fund for which
the undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self-addressed, postage-paid envelope. In the
alternative, you may vote by telephone by calling toll-free 1-877-779-8683 and
following the recorded instructions. Prompt voting by shareholders will avoid
the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. Unless otherwise specified in the squares
provided, the undersigned's vote will be cast "FOR" each Proposal. If no
direction is made for any Proposals, this proxy will be voted "FOR" any and all
such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
<TABLE>
<S> <C> <C> <C>
1. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
4. (Not applicable to this Fund). N/A N/A N/A
5. (Not applicable to this Fund). N/A N/A N/A
6. To amend the fundamental investment restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction For Against Abstain
regarding investing in oil, gas and/or mineral [ ] [ ] [ ]
exploration or development.
12. To ratify the selection of PricewaterhouseCoopers For Against Abstain
LLP as auditors. [ ] [ ] [ ]
</TABLE>
<PAGE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
-------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date
-------------------------------------------------------------------
Signature (Joint Owners) Date
<PAGE>
PHOENIX-ZWEIG TRUST
900 THIRD AVENUE, 31ST FLOOR
NEW YORK, NEW YORK 10022
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-ZWEIG GROWTH & INCOME FUND
PROXY
The undersigned shareholder of Phoenix-Zweig Growth & Income Fund (the
"Fund"), a series of Phoenix-Zweig Trust (the "Trust"), revoking any and all
previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and
each of them, proxies and attorneys of the undersigned, with power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Special
Meeting of Shareholders of the Fund to be held on November 30, 2000 at the
offices of Phoenix Equity Planning Corporation, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments thereof, with respect to all
shares of the Fund for which the undersigned is entitled to provide instructions
or with respect to which the undersigned would be entitled to provide
instructions or act with all the powers the undersigned would possess if
personally present and to vote with respect to specific matters as set forth
below. Any proxies heretofore given by the undersigned with respect to said
meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self-addressed, postage-paid envelope. In the
alternative, you may vote by telephone by calling toll-free 1-877-779-8683 and
following the recorded instructions. Prompt voting by shareholders will avoid
the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. Unless otherwise specified in the squares
provided, the undersigned's vote will be cast "FOR" each Proposal. If no
direction is made for any Proposals, this proxy will be voted "FOR" any and all
such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
<TABLE>
<S> <C> <C> <C>
1. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
4. (Not applicable to this Fund). N/A N/A N/A
5. (Not applicable to this Fund). N/A N/A N/A
6. To amend the fundamental investment restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction For Against Abstain
regarding investing in oil, gas and/or mineral [ ] [ ] [ ]
exploration or development.
12. To ratify the selection of PricewaterhouseCoopers For Against Abstain
LLP as auditors. [ ] [ ] [ ]
</TABLE>
<PAGE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
-------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date
-------------------------------------------------------------------
Signature (Joint Owners) Date
<PAGE>
PHOENIX-ZWEIG TRUST
900 THIRD AVENUE, 31ST FLOOR
NEW YORK, NEW YORK 10022
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-ZWEIG MANAGED ASSETS
PROXY
The undersigned shareholder of Phoenix-Zweig Managed Assets (the "Fund"), a
series of Phoenix-Zweig Trust (the "Trust"), revoking any and all previous
proxies heretofore given for shares of the Fund held by the undersigned, hereby
constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and each of them,
proxies and attorneys of the undersigned, with power of substitution to each,
for and in the name of the undersigned to vote and act upon all matters (unless
and except as expressly limited below) at the Special Meeting of Shareholders of
the Fund to be held on November 30, 2000 at the offices of Phoenix Equity
Planning Corporation, 101 Munson Street, Greenfield, Massachusetts, and at any
and all adjournments thereof, with respect to all shares of the Fund for which
the undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self-addressed, postage-paid envelope. In the
alternative, you may vote by telephone by calling toll-free 1-877-779-8683 and
following the recorded instructions. Prompt voting by shareholders will avoid
the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. Unless otherwise specified in the squares
provided, the undersigned's vote will be cast "FOR" each Proposal. If no
direction is made for any Proposals, this proxy will be voted "FOR" any and all
such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS
A VOTE "FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. (Not applicable to this Fund). N/A N/A N/A
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. (Not applicable to this Fund). N/A N/A N/A
6. To amend the fundamental investment restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction For Against Abstain
regarding investing in oil, gas and/or mineral [ ] [ ] [ ]
exploration or development.
12. To ratify the selection of PricewaterhouseCoopers For Against Abstain
LLP as auditors. [ ] [ ] [ ]
</TABLE>
<PAGE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
-------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date
-------------------------------------------------------------------
Signature (Joint Owners) Date
<PAGE>
PHOENIX-ZWEIG TRUST
900 THIRD AVENUE, 31ST FLOOR
NEW YORK, NEW YORK 10022
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-ZWEIG STRATEGY FUND
PROXY
The undersigned shareholder of Phoenix-Zweig Strategy Fund (the "Fund"), a
series of Phoenix-Zweig Trust (the "Trust"), revoking any and all previous
proxies heretofore given for shares of the Fund held by the undersigned, hereby
constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and each of them,
proxies and attorneys of the undersigned, with power of substitution to each,
for and in the name of the undersigned to vote and act upon all matters (unless
and except as expressly limited below) at the Special Meeting of Shareholders of
the Fund to be held on November 30, 2000 at the offices of Phoenix Equity
Planning Corporation, 101 Munson Street, Greenfield, Massachusetts, and at any
and all adjournments thereof, with respect to all shares of the Fund for which
the undersigned is entitled to provide instructions or with respect to which the
undersigned would be entitled to provide instructions or act with all the powers
the undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self-addressed, postage-paid envelope. In the
alternative, you may vote by telephone by calling toll-free 1-877-779-8683 and
following the recorded instructions. Prompt voting by shareholders will avoid
the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. Unless otherwise specified in the squares
provided, the undersigned's vote will be cast "FOR" each Proposal. If no
direction is made for any Proposals, this proxy will be voted "FOR" any and all
such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSALS
<TABLE>
<S> <C> <C> <C>
1. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
4. (Not applicable to this Fund). N/A N/A N/A
5. (Not applicable to this Fund). N/A N/A N/A
6. To amend the fundamental investment restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction For Against Abstain
regarding investing in oil, gas and/or mineral [ ] [ ] [ ]
exploration or development.
12. To ratify the selection of PricewaterhouseCoopers For Against Abstain
LLP as auditors. [ ] [ ] [ ]
</TABLE>
<PAGE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
-------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date
-------------------------------------------------------------------
Signature (Joint Owners) Date
