SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 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>
PHOENIX EQUITY PLANNING CORPORATION 101 Munson Street Toll Free 800 243-1574
PO Box 88
Greenfield, MA 01301
[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 Fund'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,
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.
<PAGE>
12. To ratify or reject the selection of PricewaterhouseCoopers
LLP, independent accountants, to audit financial statements of
each Fund.
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.
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
PROPOSAL STRATEGY FUND MANAGED ASSETS FOREIGN EQUITY FUND
------------------------------- ---------------------- ---------------- ---------------------
<S> <C> <C> <C> <C>
1. To amend the fundamental
investment restriction for each of
the Funds regarding diversification. X X X
2. To amend the fundamental
investment restriction for each of
the Funds regarding concentration.
X X X
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
APPRECIATION FUND
GOVERNMENT FUND
GROWTH & INCOME FUND
PROPOSAL STRATEGY FUND MANAGED ASSETS FOREIGN EQUITY FUND
------------------------------- ---------------------- ---------------- ---------------------
<S> <C> <C> <C> <C>
3. To amend the fundamental
investment restriction for each of
the Appreciation Fund, the
Government Fund, the Growth & X
Income Fund and the Strategy Fund
regarding borrowing.
4. To amend the fundamental
investment restriction for Managed
Assets regarding borrowing.
X
5. To adopt a fundamental
investment restriction for the
Foreign Equity Fund regarding
borrowing. X
6. To amend the fundamental
investment restriction for each of
the Funds regarding the issuance of
senior securities. X X X
7. To amend the fundamental
investment restriction for each of
the Funds regarding underwriting.
X X X
8. To amend the fundamental
investment restriction for each of
the Funds regarding investing in
real estate. X X X
9. To amend the fundamental
investment restriction for each of
the Funds regarding investing in
commodities. X X X
10. To amend the fundamental
investment restriction for each of
the Funds regarding lending.
X X X
11. To eliminate the fundamental
investment restriction prohibiting
investments in oil, gas and/or
mineral exploration or development. X X X
12. To ratify or reject the
selection of PricewaterhouseCoopers
LLP, independent accountants, to
audit financial statements of the X X X
Trust.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
13. To consider and act upon any
other business as may properly come
before the meeting and any
adjournment(s) thereof. X X X
</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:
<TABLE>
<CAPTION>
---------------------------------- ---------------------------------- -------------------------------- -------------------
<S> <C> <C> <C>
APPRECIATION FUND CLASS SHARES OUTSTANDING VOTES REPRESENTED
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class A shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class B shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class C shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class I shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
---------------------------------- ---------------------------------- -------------------------------- -------------------
FOREIGN EQUITY FUND CLASS SHARES OUTSTANDING VOTES REPRESENTED
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class A shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class B shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class C shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
---------------------------------- ---------------------------------- -------------------------------- -------------------
GOVERNMENT FUND CLASS SHARES OUTSTANDING VOTES REPRESENTED
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class A shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class B shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class C shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class I shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
---------------------------------- ---------------------------------- -------------------------------- -------------------
<S> <C> <C> <C>
GROWTH & INCOME FUND CLASS SHARES OUTSTANDING VOTES REPRESENTED
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class A shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class B shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class C shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class I shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
---------------------------------- ---------------------------------- -------------------------------- -------------------
MANAGED ASSETS CLASS SHARES OUTSTANDING VOTES REPRESENTED
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class A shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class B shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class C shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class I shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
---------------------------------- ---------------------------------- -------------------------------- -------------------
STRATEGY FUND CLASS SHARES OUTSTANDING VOTES REPRESENTED
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class A shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class B shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class C shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
Class I shares
---------------------------------- ---------------------------------- -------------------------------- -------------------
</TABLE>
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
4
<PAGE>
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
obtaining a quorum, but both have the practical effect of a "no" vote for
purposes of obtaining the requisite vote for approval of the proposals.
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of 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.
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.
5
<PAGE>
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 $______, 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 _______, 2000 with
respect to each person who beneficially owns 5% or more of any class of a Fund's
equity securities.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NAME OF SHAREHOLDERS FUND AND CLASS PERCENTAGE OF CLASS NUMBER OF SHARES
-------------------- -------------- ------------------- ----------------
%
</TABLE>
6
<PAGE>
As of ______, 2000, except for Dr. Martin E. Zweig, the Trustees and
officers as a group owned % of the shares of Foreign Equity Fund - Class A and
less than 1% of any other class of any fund of the Trust.
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
7
<PAGE>
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
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 or 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
8
<PAGE>
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."
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."
9
<PAGE>
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:
"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. 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,
10
<PAGE>
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."
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."
11
<PAGE>
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 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
12
<PAGE>
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.
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.
13
<PAGE>
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.
14
<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>
<CAPTION>
<S> <C> <C> <C> <C>
1. To amend the fundamental restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental 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 restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11. To eliminate the fundamental restriction
prohibiting investments in oil, gas and/or For Against Abstain
mineral exploration or development. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
12. To ratify the selection of PricewaterhouseCoopers For Against Abstain
as auditors. [ ] [ ] [ ]
</TABLE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
-------------------------------------------------------------------
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>
<CAPTION>
<S> <C> <C> <C> <C>
1. To amend the fundamental restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental 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 restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
6. To amend the fundamental restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11. To eliminate the fundamental restriction
prohibiting investments in oil, gas and/or For Against Abstain
mineral exploration or development. [ ] [ ] [ ]
12. To ratify the selection of PricewaterhouseCoopers For Against Abstain
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>
<CAPTION>
<S> <C> <C> <C> <C>
1. To amend the fundamental restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental 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 restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11. To eliminate the fundamental restriction
prohibiting investments in oil, gas and/or For Against Abstain
mineral exploration or development. [ ] [ ] [ ]
12. To ratify the selection of PricewaterhouseCoopers For Against Abstain
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>
<CAPTION>
<S> <C> <C> <C> <C>
1. To amend the fundamental restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental 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 restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11. To eliminate the fundamental restriction
prohibiting investments in oil, gas and/or For Against Abstain
mineral exploration or development. [ ] [ ] [ ]
12. To ratify the selection of PricewaterhouseCoopers For Against Abstain
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> <C>
1. To amend the fundamental restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. (Not applicable to this Fund). N/A N/A N/A
4. To amend the fundamental restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. (Not applicable to this Fund). N/A N/A N/A
6. To amend the fundamental restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11. To eliminate the fundamental restriction
prohibiting investments in oil, gas and/or For Against Abstain
mineral exploration or development. [ ] [ ] [ ]
12. To ratify the selection of PricewaterhouseCoopers For Against Abstain
as auditors. [ ] [ ] [ ]
</TABLE>
TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
<PAGE>
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>
<CAPTION>
<S> <C> <C> <C> <C>
1. To amend the fundamental restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
2. To amend the fundamental restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
3. To amend the fundamental 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 restriction regarding For Against Abstain
the issuance of senior securities. [ ] [ ] [ ]
7. To amend the fundamental restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
8. To amend the fundamental restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
9. To amend the fundamental restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
10. To amend the fundamental restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
11. To eliminate the fundamental restriction
prohibiting investments in oil, gas and/or For Against Abstain
mineral exploration or development. [ ] [ ] [ ]
12. To ratify the selection of PricewaterhouseCoopers For Against Abstain
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
