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
THE PHOENIX-ENGEMANN FUNDS
--------------------------------------------------------------------------------
(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:
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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-Engemann Balanced Return
Fund, the Phoenix-Engemann Focus Growth Fund, the Phoenix-Engemann Nifty Fifty
Fund, the Phoenix-Engemann Small & Mid-Cap Growth Fund and the Phoenix-Engemann
Value 25 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 a tax-free reorganization of each
Fund into a series of a Delaware business trust and to approve changes to each
Fund's fundamental investment restrictions. This is part of our effort to
integrate all of our mutual funds by adopting a single business form, domicile,
form of charter and set of fundamental investment restrictions. The
reorganization will not change the name, investment objective, investment
adviser or portfolio manager for any of the Funds, and the value of your
investment immediately after the reorganization will be the same as it was
immediately before the reorganization. We do not presently anticipate that these
changes will have any material impact on the investment techniques employed by
any Fund.
Your Board of Trustees believes that the proposed reorganization and
changes in the fundamental investment restrictions are in the best interests of
shareholders. The Board of Trustees has unanimously recommended that
shareholders for each of the Funds vote for the reorganization and changes in
the fundamental investment restrictions. 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,
J. Roger Engemann
President, The Phoenix-Engemann Funds
This letter has been prepared solely for the information
of existing shareholders. This letter is not authorized
for distribution to prospective investors.
Distributed by PHOENIX EQUITY PLANNING CORPORATION, member NASD and subsidiary
of Phoenix Investment Partners, Ltd.
<PAGE>
PHOENIX-ENGEMANN BALANCED RETURN FUND
PHOENIX-ENGEMANN FOCUS GROWTH FUND
PHOENIX-ENGEMANN NIFTY FIFTY FUND
PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH FUND
PHOENIX-ENGEMANN VALUE 25 FUND
EACH A SERIES OF
THE PHOENIX-ENGEMANN FUNDS
600 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 91107-2133
--------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 30, 2000
--------------------
To the Shareholders:
The Phoenix-Engemann Funds, a Massachusetts business trust (the "Trust"),
will hold a special meeting of shareholders of Phoenix-Engemann Balanced Return
Fund, Phoenix-Engemann Focus Growth Fund, Phoenix-Engemann Nifty Fifty Fund,
Phoenix-Engemann Small & Mid-Cap Growth Fund and Phoenix-Engemann Value 25 Fund
(collectively, the "Funds," and each individually, a "Fund") at the offices of
the 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 consider and act upon a proposal to approve an Agreement and Plan
of Reorganization which provides for the reorganization of the Trust
into a Delaware business trust.
2. To amend the fundamental investment restriction of each Fund
regarding diversification.
3. To amend the fundamental investment restriction of each Fund
regarding concentration.
4. To amend the fundamental investment restriction of each Fund
regarding borrowing.
5. To amend the fundamental investment restriction of each Fund
regarding the issuance of senior securities.
6. To amend the fundamental investment restriction of each Fund
regarding underwriting.
7. To amend the fundamental investment restriction of each Fund
regarding investing in real estate.
8. To amend the fundamental investment restriction of each Fund
regarding investing in commodities.
9. To amend the fundamental investment restriction of each Fund
regarding lending.
10. To eliminate the fundamental investment restriction of the Small
& Mid-Cap Growth Fund and the Value 25 Fund regarding pledging of
assets.
11. To eliminate the fundamental investment restriction of the Balanced
Return Fund, the Focus Growth Fund, the Nifty Fifty Fund and the
Small & Mid-Cap Growth Fund regarding officer or trustee ownership of
securities.
12. To eliminate the fundamental investment restriction of each Fund
regarding the purchase of securities of other investment companies.
13. To eliminate the fundamental investment restriction of the Small
& Mid-Cap Growth Fund and the Value 25 Fund regarding investments in
oil, gas or other mineral leases, rights or royalty contracts.
14. To eliminate the fundamental investment restriction of each Fund
regarding purchases of securities of unseasoned issuers.
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15. 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) thereof 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 The Phoenix-Engemann Funds,
TINA L. MITCHELL
Secretary
<PAGE>
PHOENIX-ENGEMANN BALANCED RETURN FUND
PHOENIX-ENGEMANN FOCUS GROWTH FUND
PHOENIX-ENGEMANN NIFTY FIFTY FUND
PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH FUND
PHOENIX-ENGEMANN VALUE 25 FUND
EACH A SERIES OF
THE PHOENIX-ENGEMANN FUNDS
PROXY STATEMENT
--------------------
MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the solicitation
by the Board of Trustees of The Phoenix-Engemann Funds (the "Trust") of proxies
to be used at a meeting of the shareholders of the Phoenix-Engemann Balanced
Return Fund, the Phoenix-Engemann Focus Growth Fund, the Phoenix-Engemann Nifty
Fifty Fund, the Phoenix-Engemann Small & Mid-Cap Growth Fund and the
Phoenix-Engemann Value 25 Fund (collectively, the "Funds," and each
individually, a "Fund") and at any adjournment(s) thereof. The meeting will be
held at the offices of the Phoenix Equity Planning Corporation, 101 Munson
Street, Greenfield, Massachusetts 01301 on November 30, 2000 at 2:00 p.m., local
time.
The purposes of the meeting are to consider a plan to reorganize the Trust
from a Massachusetts business trust into a new Delaware business trust (the
"Delaware Trust") and to consider changes to the fundamental investment
restrictions of each Fund. In the reorganization, each of the Funds will become
a series of the Delaware Trust. To accomplish the reorganization, the Delaware
Trust has been formed and new series (the "New Funds") will be established as
series of the Delaware Trust. Each New Fund will have the same classes of shares
as the classes of the corresponding existing Fund. A form of the Agreement and
Plan of Reorganization is attached as Appendix A.
The proposed investment restriction changes will not change the investment
objective or principal investment strategy of any of the Funds. The
reorganization will not change the name, investment objective or principal
investment strategy, investment adviser, independent accountant, or fiscal year
of any of the Funds. Each shareholder will own the same number of shares of
their New Fund immediately after the reorganization as the number of Fund shares
owned by the shareholder on the closing of the reorganization. Each New Fund
will offer the same shareholder services as its predecessor Fund.
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 indicated in the table below:
<TABLE>
<CAPTION>
BALANCED RETURN FUND SMALL & MID-CAP
FOCUS GROWTH FUND GROWTH VALUE 25
PROPOSAL NIFTY FIFTY FUND FUND FUND
-------- ---------- ---- ----
<S> <C> <C> <C> <C>
1. To approve the reorganization X X X
of the Trust into a Delaware
business trust.
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
BALANCED RETURN FUND SMALL & MID-CAP
FOCUS GROWTH FUND GROWTH VALUE 25
PROPOSAL NIFTY FIFTY FUND FUND FUND
-------- ---------- ---- ----
<S> <C> <C> <C> <C>
2. To amend the fundamental X X X
investment restrictions regarding
diversification.
3. To amend the fundamental X X X
investment restrictions regarding
concentration.
4. To amend the fundamental X X X
investment regarding borrowing.
5. To amend the fundamental X X X
investment restriction regarding
the issuance of senior securities.
6. To amend the fundamental X X X
investment restriction regarding
underwriting.
7. To amend the fundamental X X X
investment restriction regarding
investing in real estate.
8. To amend the fundamental X X X
investment restrictions regarding
investing in commodities and
financial futures.
9. To amend the fundamental X X X
investment restriction regarding
lending.
10. To eliminate the fundamental X X
investment restriction regarding
pledging of assets.
11. To eliminate the fundamental X X
investment restriction regarding
officer or trustee ownership of
securities.
12. To eliminate the fundamental X X X
investment restriction regarding
the purchase of securities of other
investment companies.
13. To eliminate the fundamental X X
investment restriction regarding
investments in oil, gas or other
mineral leases, rights or royalty
contracts.
</TABLE>
2
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<TABLE>
<CAPTION>
BALANCED RETURN FUND SMALL & MID-CAP
FOCUS GROWTH FUND GROWTH VALUE 25
PROPOSAL NIFTY FIFTY FUND FUND FUND
-------- ---------- ---- ----
<S> <C> <C> <C> <C>
14. To eliminate the fundamental X X X
investment restriction regarding
purchases of securities of
unseasoned issuers.
</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. As
of the record date, there were issued and outstanding ______________ shares of
the Balanced Return Fund, ______________ shares of the Focus Growth Fund,
______________ shares of the Nifty Fifty Fund, __________ shares of the Small &
Mid-Cap Growth Fund and ______________ shares of the Value 25 Fund.
Shareholders are entitled to one vote for each share held and a
proportionate vote for each fractional share held. Shareholders of each Fund
will vote separately on each proposal. The holders of forty percent (40%) of the
outstanding shares of each Fund entitled to vote shall constitute a quorum for
the meeting for that Fund, but any lesser number shall be sufficient for
adjournments. A quorum being present, the approval of the reorganization
proposal requires the affirmative vote of a majority of the shares of each Fund
entitled to vote. The reorganization will not take place unless each Fund of the
Trust separately approves the reorganization proposal. If the reorganization is
not approved by all of the Funds of the Trust, the Trust will continue as a
Massachusetts business trust and the Board of Trustees of the Trust may consider
other alternatives that it views as being in the best interests of the
shareholders of the Funds. The approval of each change to a fundamental
investment restriction 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 a Fund. If shareholders of a Fund do not
approve the proposed change to a fundamental investment restriction, the
existing restriction will remain in effect for that Fund only.
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 any 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.
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. At any adjourned meeting, the
Trust may transact any business which might have been transacted at the original
meeting.
3
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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.
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 by the Funds 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 the Funds. Certain
solicitation costs will be directly attributable to the Funds or to one or more
other Phoenix mutual funds soliciting shareholder approval at about the same
time, while other expenses of solicitation will not be directly attributable to
any specific Phoenix mutual fund. Solicitation costs that are directly
attributable to a particular Phoenix mutual fund will be borne by that mutual
fund. All other solicitation expenses will be allocated pro rata based on the
number of shareholder accounts of each Phoenix mutual fund. 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 owns of record or is known by the Trust to own of record or
beneficially own 5% or more of any class of any of the Funds:
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER FUND AND CLASS PERCENTAGE OF THE CLASS NUMBER OF SHARES
------------------- -------------- ----------------------- ----------------
<S> <C> <C> <C>
</TABLE>
On ________, 2000, the Trustees and officers as a group owned beneficially
less than one percent of the Trust's outstanding shares.
4
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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) 243-1574.
PROPOSAL 1
TO REORGANIZE THE FUND AS A DELAWARE BUSINESS TRUST
The Board of Trustees has proposed that the shareholders of the Trust
approve the reorganization of the Trust in accordance with the form of the
Agreement and Plan of Reorganization attached to this proxy statement as
Appendix A and as described in detail in this proxy statement.
REASONS FOR THE PROPOSED REORGANIZATION
The reorganization is one of a series of proposed transactions in which
mutual funds managed by Phoenix Investment Counsel, Inc. ("Phoenix") and its
affiliates, including Roger Engemann & Associates, Inc. ("Engemann") (the
"Phoenix Funds") will be reorganized as series of newly created Delaware
business trusts. Each such trust would have a substantially similar trust
instrument and common fundamental investment restrictions. Because many of these
funds began operations outside of the Phoenix organization, they have a variety
of different domiciles, business forms, charter provisions and fundamental
investment restrictions. Management believes that further integrating all of the
Phoenix Funds by adopting a single business form, domicile, form of trust
instrument and fundamental investment restrictions offers the opportunity for
operational efficiencies that will benefit all shareholders.
In recent years, many mutual funds have reorganized as Delaware business
trusts. The Trustees believe that the proposed Delaware business trust form
provides the most flexible and cost efficient method of providing different
investment vehicles to present and prospective shareholders. Phoenix believes
that the use of a common form of organization will help in the administration of
the Funds. Delaware law offers a mutual fund certain advantages compared with
Massachusetts law. Delaware law provides that the shareholders and trustees of a
Delaware business trust are not liable for obligations of the trust. Under
Massachusetts law, shareholders and trustees are potentially liable for trust
obligations. Although the risk of this liability is remote, the Trustees have
determined that Delaware law should afford greater protection against potential
shareholder and trustee liability. Similarly, Delaware law provides that no
series of a Delaware business trust is liable for the debts of another series.
This is another potential, although remote, risk in the case of a Massachusetts
business trust.
It is anticipated that under the Delaware trust instrument, the Delaware
Trust will be required to have fewer shareholder meetings, potentially further
reducing costs. Delaware law affords to the Trustees the ability to adapt the
Delaware Trust to future contingencies; for example, the Trustees have the power
to amend the Delaware trust instrument, merge or consolidate the New Funds with
another entity and to change the Delaware Trust's domicile, in each case without
a shareholder vote. Any exercise of this authority by the Trustees will be
subject to applicable federal law. Although the Trustees will have the authority
to take these actions in the future without a shareholder vote, they are not
required to do so, and may determine that it is appropriate to submit one or
more of these actions to the shareholders for approval. This flexibility should
help to assure that the Delaware Trust always operates under the most advanced
form of organization, and is intended to reduce the expense and frequency of
future shareholder meetings for non-investment-related operational issues. For a
more detailed comparison of the Trust's current Massachusetts trust instrument
and the proposed Delaware trust instrument, see "Certain Comparative Information
about the Trust and the Delaware Trust" on page _.
THE AGREEMENT AND PLAN OF REORGANIZATION
The reorganization consists of several steps that will occur on the closing
date following shareholder approval. First, each of the Funds will transfer all
of its assets to a corresponding New Fund in exchange solely for all of the
shares of such New Fund. Each New Fund will also assume all of the liabilities
of its predecessor Fund. Immediately thereafter, each Fund will liquidate and
distribute shares of the corresponding New Fund to its shareholders in exchange
for their shares of that Fund. This will be accomplished by opening an account
on the books of the corresponding New Fund in the name of each shareholder of
record of the Fund and by crediting to each account the
5
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shares due in the reorganization. Every shareholder will own the same number of
shares of the corresponding class of the New Fund as the number of Fund shares
held by the shareholder in each class of the Fund immediately before the
reorganization.
The reorganization is subject to a number of conditions set forth in the
reorganization agreement. Certain of these conditions may be waived by the Board
of Trustees. The significant conditions which may not be waived include: (a) the
receipt by the Trust and the Delaware Trust of opinions of counsel as to certain
federal income tax aspects of the reorganization and (b) the approval of the
reorganization agreement by the shareholders of each of the Funds of the Trust.
The reorganization agreement may be terminated and the reorganization abandoned
at any time, before or after approval by the shareholders of the Funds prior to
the closing date, by the Board of Trustees. In addition, the reorganization
agreement may be amended by the Board of Trustees. However, the reorganization
agreement may not be amended subsequent to the shareholders' meeting in a manner
that would change the method for determining the number of shares to be issued
to shareholders of the existing Funds without shareholder approval.
The closing of the reorganization is scheduled to occur on the second
Friday after the conditions to closing set forth in the reorganization agreement
are satisfied or waived. Phoenix currently anticipates that the closing will
occur on or about December 15, 2000.
The reorganization agreement authorizes each Fund, as the sole shareholder
of the corresponding New Fund prior to the distribution of shares of the New
Fund to Fund shareholders, to:
o elect trustees of the Delaware Trust;
o approve an investment management agreement with Roger Engemann
& Associates, Inc.; and
o ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants for the New Funds.
As soon as practicable after the closing of the reorganization, the
Trustees intend to take all appropriate and necessary action to liquidate and
dissolve the Trust under the laws of the Commonwealth of Massachusetts.
MANAGEMENT AND OTHER SERVICE PROVIDERS
Engemann, the current adviser of the Funds, will continue to serve as
investment adviser to the New Funds following the reorganization. The
reorganization agreement authorizes each Fund, while it is the sole shareholder
of the corresponding New Fund, to approve a new advisory agreement with Engemann
that is substantially identical to the current agreement. The rate of advisory
fees payable to Engemann under the new investment advisory agreement with
respect to each New Fund will be the same as under the current agreement.
Engemann is an indirect wholly-owned subsidiary of Phoenix Investment
Partners, Ltd. Engemann also acts as subadviser to four other mutual funds and
acts as investment adviser to institutions and individuals. As of December 31,
1999, Engemann had $10.9 billion in assets under management. Engemann has been
an investment adviser since 1969.
As compensation for its services to the Focus Growth Fund, the Nifty
Fifty Fund and the Value 25 Fund, Engemann receives a fee from each Fund, which
is accrued daily against the value of the Fund's net assets, equal to 0.90% of
the Fund's average daily net assets up to $50 million, 0.80% of the Fund's
average daily net assets from $50 million to $500 million and 70% of the Fund's
average daily net assets in excess of $500 million.
As compensation for its services to the Balanced Return Fund, Engemann
receives a fee from the Fund, which is accrued daily against the value of the
Fund's net assets, equal to 80% of the Fund's average daily net assets up to $50
million, 0.70% of the Fund's average daily net assets from $50 million to $500
million and 0.60% of the Fund's average daily net assets in excess of $500
million.
As compensation for its services to the Small & Mid-Cap Growth Fund,
Engemann receives a fee from the Fund, which is accrued daily against the value
of the Fund's net assets, equal to 1.0% of the Fund's daily net assets up to $50
million, 0.90% of the Fund's daily net assets from $50 million to $500 million
and 0.80% of the Fund's average daily net assets in excess of $500 million.
6
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The current advisory agreement with Engemann was last approved by the
Board of Trustees on June 6, 2000. The advisory agreement may be terminated
without penalty at any time by a similar vote upon 60 days' notice or by the
adviser upon 60 days' written notice and will automatically terminate in the
event of its assignment as defined in Section 2(a)(4) of the Investment Company
Act of 1940 (the "1940 Act"). For purposes of this proxy statement, the "1940
Act" includes rules and regulations of the Securities and Exchange Commission
("SEC") issued under that Act.
PricewaterhouseCoopers LLP currently serves as each Fund's independent
accountants and will also serve as independent accountants for the New Funds.
The reorganization agreement authorizes each Fund, while it is the sole
shareholder of the corresponding New Fund, to ratify the selection of
PricewaterhouseCoopers LLP as the New Fund's independent accountants. Union Bank
of California will continue to serve as custodian of the New Fund's assets
following the reorganization. Equity Planning will continue to serve as transfer
agent following the reorganization.
FISCAL YEAR
Each of the Funds currently operates on a fiscal year ending December 31.
Following the reorganization, the New Funds will also operate on a fiscal year
ending December 31.
INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGY
AND FUNDAMENTAL INVESTMENT RESTRICTIONS
The investment objective and principal investment strategy of each New Fund
will be identical to the investment objective and principal investment strategy
of the corresponding Fund. The fundamental investment restrictions of each New
Fund will be identical to the fundamental investment restrictions of the
corresponding Fund immediately prior to the reorganization. The fundamental
investment restrictions will reflect any changes that are approved by
shareholders pursuant to Proposals 2-14.
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the reorganization, the Trust will receive tax opinions
from its special counsel, Goodwin, Procter & Hoar LLP. The tax opinions will
provide that, on the basis of the existing provisions of the Internal Revenue
Code (the "Code"), the Treasury regulations promulgated thereunder and current
administrative and judicial interpretations thereof, for federal income tax
purposes:
o the transfer of all of the assets of each Fund solely in exchange for
shares of the corresponding New Fund and the assumption by the New Fund
of all known liabilities of the Fund, and the distribution of such
shares to the shareholders of the Fund, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code; the
New Fund and the Fund will each be a "party to a reorganization" within
the meaning of Section 368(b) of the Code;
o no gain or loss will be recognized by any Fund on the transfer of the
assets of the Fund to the corresponding New Fund in exchange for New
Fund shares and the assumption by the corresponding New Fund of all
known liabilities of the Fund or upon the distribution of New Fund
shares to the Fund shareholders in exchange for their shares of the
Fund;
o the tax basis of each Fund's assets acquired by the corresponding New
Fund will be the same to the New Fund as the tax basis of such assets
to the Fund immediately prior to the reorganization, and the holding
period of the assets of each Fund in the hands of the corresponding New
Fund will include the period during which those assets were held by the
Fund;
o no gain or loss will be recognized by the corresponding New Fund upon
the receipt of the assets of each Fund solely in exchange for the New
Fund shares and the assumption by the New Fund of all known liabilities
of the Fund;
o no gain or loss will be recognized by shareholders of each Fund upon
the receipt of shares of the corresponding New Fund by such
shareholders, provided such shareholders receive solely New Fund shares
(including fractional shares) in exchange for their Fund shares; and
7
<PAGE>
o the aggregate tax basis of the corresponding New Fund shares, including
any fractional shares, received by each shareholder of each Fund
pursuant to the reorganization will be the same as the aggregate tax
basis of the Fund shares held by such shareholder immediately prior to
the reorganization, and the holding period of the New Fund shares,
including fractional shares, to be received by each shareholder of a
Fund will include the period during which the Fund shares exchanged
therefore were held by such shareholder (provided that the Fund shares
were held as a capital asset on the date of the reorganization).
The Trust has not obtained an Internal Revenue Service ("IRS") private
letter ruling regarding the federal income tax consequences of the
reorganization, and the IRS is not bound by advice of counsel. If the transfer
of the assets of a Fund in exchange for corresponding New Fund shares, the
assumption by the New Fund of all known liabilities of such Fund, and the
distribution of such shares to the Fund, do not constitute a "reorganization"
within the meaning of Section 368(a) of the Code, each Fund shareholder
generally will recognize gain or loss equal to the difference between the value
of the corresponding New Fund shares such shareholder acquires and the tax basis
of such shareholder's Fund shares.
Shareholders of the Funds should consult their tax advisers regarding the
effect, if any, of the proposed reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the reorganization, shareholders of the Funds should also
consult tax advisers as to state and local tax consequences, if any, of the
reorganization.
COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS
The distribution arrangements of each New Fund will be the same as those
of the corresponding Fund. Each Fund currently offers Class A, Class B and Class
C shares. In the proposed reorganization, shareholders will receive the
corresponding class of shares of the corresponding New Fund in exchange for
their shares in each Fund. The reorganization will be effected at net asset
value. No sales charge will be imposed in connection with the reorganization.
For purposes of calculating the contingent deferred sales charges that
shareholders may pay when disposing of any shares of a New Fund subject to a
contingent deferred sales charge, the length of time the shareholder holds
shares in the New Fund will be added to the length of time the shareholder held
the shares in the corresponding Fund. Holders of shares subject to a contingent
deferred sales charge will continue to be subject to a contingent deferred sales
charge upon subsequent redemption to the same extent as if the shareholder had
continued to hold shares of the corresponding Fund.
Equity Planning serves as the distributor of shares for the Funds and
will also be the distributor of the New Funds. The Delaware Trust will adopt a
distribution plan under Rule 12b-1 of the 1940 Act for each class of shares
relating to the sale and promotion of shares of the New Funds and the furnishing
of shareholder services that is substantially identical to the existing
distribution plan for the each of the Funds.
COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES
Each New Fund will offer the same shareholder services as its corresponding
Fund, including a Systematic Withdrawal Program, telephone exchanges, telephone
redemptions and access to the Investo-Matic Program, an automatic investment
program.
Shareholders may exchange shares for another Phoenix Fund in the same class
of shares; e.g., Class A for Class A. Exchange privileges may not be available
for all Phoenix Funds and may be rejected or suspended.
Shares of the New Funds may be redeemed at a redemption price equal to the
net asset value of the shares as next determined following the receipt of a
redemption order and any other required documentation in proper form. In the
case of redemption of shares subject to a contingent deferred sales charge,
investors will be subject to the applicable determined deferred sales charges,
if any, for such shares. Payment of redemption proceeds for redeemed New Fund
shares will be made within seven days after receipt of a redemption request in
proper form and documentation.
DIVIDENDS AND DISTRIBUTIONS
Each New Fund will have the same dividend and distribution policy as the
corresponding Fund. After the closing of the reorganization, Fund shareholders
who currently have dividends reinvested will continue to have dividends
reinvested in the respective New Fund. Shareholders who currently have capital
gains reinvested will continue to have capital gains reinvested in the
respective New Fund.
8
<PAGE>
CERTAIN COMPARATIVE INFORMATION ABOUT THE TRUST AND THE DELAWARE TRUST
The following is a summary of certain differences between and among the
trust instrument and by-laws of the Trust and the trust instrument and by-laws
of the Delaware Trust. It is not a complete list of the differences.
Shareholders should refer to the provisions of these documents and state law
directly for a more thorough comparison. Copies of the trust instrument and
by-laws of the Trust and of the trust instrument and by-laws of the Delaware
Trust are available to shareholders without charge upon written request.
General. The Trust was organized as a Massachusetts business trust in May
1986. The Trust is currently governed by an Amended and Restated Agreement and
Declaration of Trust dated as of July 13, 1993, as amended (the "Massachusetts
Trust Instrument"). As a Massachusetts business trust, the Trust's operations
are currently governed by the Massachusetts Trust Instrument and applicable
Federal and Massachusetts law. The Delaware Trust was organized as a Delaware
business trust in August 2000. As a Delaware business trust, the Delaware
Trust's operations will be governed by an Agreement and Declaration of Trust
(the "Delaware Trust Instrument") and applicable Federal and Delaware law.
Under the Delaware Trust Instrument, the Trustees of the Delaware Trust
will have more flexibility than they currently have as Trustees of the Trust
and, subject to applicable requirements of the 1940 Act and Delaware law,
broader authority to act. The increased flexibility may allow the Trustees to
react more quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the Trust to operate in a more efficient and economical
manner. The Trustees' existing fiduciary obligations to act with due care and in
the interest of shareholders will not be affected by the reorganization.
Term of Trustees. The term of office of a Trustee of both the Trust and
the Delaware Trust is unlimited in duration unless the Trustees themselves adopt
a limited term. A person serving as Trustee will continue as Trustee until the
person resigns, dies or is removed from office. Under the Delaware Trust
Instrument, a Trustee may be removed with or without cause at any meeting of
shareholders by a vote of at least two-thirds of the outstanding shares of the
Trust or by a vote of two-thirds of the number of Trustees prior to such
removal. The Massachusetts Trust Instrument provides that any Trustee may be
removed by a majority of the Trustees.
Liability of Trustees and Officers. A Trustee of both the Trust and the
Delaware Trust will be personally liable only for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee. Under the Massachusetts Trust
Instrument and the by-laws of the Delaware Trust, Trustees, officers and
employees will be indemnified by the respective trust for the expenses of
litigation against them unless it is determined that his or her conduct
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.
Shareholder Liability. Delaware law provides that shareholders are not
liable for the obligations of a Delaware business trust. Under Massachusetts
law, there is no equivalent statutory limitation of shareholder liability.
However, the Delaware Trust Instrument and the Massachusetts Trust Instrument
contain disclaimers of shareholder liability for acts or obligations of the
respective trust, and provide for indemnification for any shareholder and any
former shareholder who is exposed to liability by reason of a claim or demand
relating to such person being a shareholder.
Shareholder Voting. The voting rights of shareholders of the Trust are
based on the number of shares the shareholder owns. Each holder of a share of a
Fund is entitled to one vote for each whole share and a proportionate fractional
vote for each fractional share. When a registered investment company has
multiple series, as does the Trust, the share price of each series will likely
differ. As a result, holders of lower-priced shares of a series of the Trust
have a greater amount of influence on matters submitted to a shareholder vote
than shareholders holding an equivalent dollar amount of higher priced shares of
the Trust. As a shareholder of the Delaware Trust, voting rights will be
dollar-based. Each shareholder will have one vote for each dollar of net asset
value held by the shareholder regardless of the number of shares held. Under
dollar-based voting rights, a shareholder's voting power will be in direct
proportion to the shareholder's investment in the Delaware Trust. Therefore, on
matters affecting a New Fund as a whole, where each class of the New Fund is
required to vote together on an issue, shareholders who own shares of a class
with a higher net asset value per share would have more voting power than they
currently have relative to shareholders who own shares of a class with a lower
net asset value per share. On matters where only shareholders of a single class
of a Fund vote on an issue, all shareholders of the class would have the same
voting rights since the
9
<PAGE>
net asset value per share is the same for all shares in a single class of a
Fund. On matters requiring trust-wide votes where all Funds in a trust are
required to vote, dollar-based voting provides shareholders who own shares with
a higher net asset value than other Funds with more voting power relative to
shareholders of other Funds in the Trust.
Shareholder Meetings. The Delaware Trust and the Trust are not required
to hold annual shareholder meetings. Neither the Massachusetts Trust Instrument
nor the Delaware Trust Instrument specifically authorizes shareholders to call a
special meeting. However, under the 1940 Act, shareholders owning at least 10%
of the outstanding shares of either the Trust or the Delaware Trust may by
written request call a special meeting of shareholders of the respective trust
for the purpose of removing a Trustee.
Reorganization/Combination Transactions. Under the Delaware Trust
Instrument, the Trustees may generally authorize mergers, consolidations, share
exchanges and reorganizations of a New Fund or the Delaware Trust with another
trust, series or other business organization without shareholder approval. Under
the Massachusetts Trust Instrument, shareholders holding a majority of the
outstanding shares of a Fund must approve the merger or consolidation of the
Fund.
Termination of the Trust or a Fund. Under the Delaware Trust Instrument,
the Delaware Trust may be terminated at any time by the Trustees alone, upon
written notice to the shareholders, or by vote of a majority of the shares of
the Delaware Trust. A New Fund, or a class thereof, may be terminated at any
time by a vote of a majority of the shares of the New Fund or class or by the
Trustees by written notice to the shareholders of the New Fund or class. Under
the Massachusetts Trust Instrument, the Trust may be terminated by either the
Trustees, upon written notice to the shareholders, or by the shareholders upon
the affirmative vote of two-thirds of the outstanding shares of each Fund.
Likewise, any Fund or a class of a Fund may be terminated by either the
Trustees, upon written notice to the shareholders, or by the shareholders upon
the affirmative vote of two-thirds of the outstanding shares of that Fund or
class.
Amendment of Charter Document. Under the Delaware Trust Instrument, the
Trustees may generally restate, amend or otherwise supplement the Delaware Trust
Instrument without the approval of shareholders, subject to limited exceptions
(such as amendments affecting shareholders' liability or indemnity rights). The
Massachusetts Trust Instrument provides that it may be amended by the Trustees.
Derivative and Class Actions. Under the Massachusetts Trust Instrument,
shareholders have the power to vote to the same extent as the shareholders of a
California business corporation as to whether or not a court action, proceeding
or claim should be brought or maintained derivatively or as a class action on
behalf of the Trust or its shareholders. The Delaware Trust Instrument does not
provide shareholders a similar right.
CERTAIN INFORMATION REGARDING THE TRUSTEES
The 1940 Act requires that at least one-half of the Trustees of the
Trust and, following the reorganization, the Delaware Trust, be elected by
shareholders. The Trust currently meets this standard. Rather than call another
shareholder meeting to vote on Trustees after the reorganization, the
reorganization agreement authorizes each Fund, while it is the sole shareholder
of the corresponding New Fund, to elect the then current Trustees of the Trust
as the Trustees of the Delaware Trust.
Information on the individuals that will serve as the Trustees and
officers of the Delaware Trust and their business affiliations for the past five
years is set forth below. Unless otherwise noted, the address of each executive
officer and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115-0480.
Trustees whose names are preceded by an asterisk will be "interested persons" of
the Delaware Trust (as defined in the 1940 Act).
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Roger Engemann* (59) Chairman of the Chairman, President and Director of the Adviser since 1969.
600 North Rosemead Board, President Chairman, President and Director, Pasadena Capital Corporation
Boulevard and Trustee (1988-present) and Roger Engemann Management Co., Inc.
Pasadena, California 91107 (1985-present).
---------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Barry E. McKinley (64) Trustee Certified Public Accountant; head of B.E. McKinley
300 North Lake Avenue & Associates, an accounting firm, since its inception
Suite 930 in 1971.
Pasadena, California 91101
---------------------------------------------------------------------------------------------------------------------
*Philip R. McLoughlin (53) Trustee and Chairman (1997-present), Director (1995-present), Vice Chairman
President (1995-1997) and Chief Executive Officer (1995-present), Phoenix
Investment Partners, Ltd. Director (1994-present) and Executive
Vice President, Investments (1988-present), Phoenix Home Life
Mutual Insurance Company. Director/Trustee and President,
Phoenix Funds (1989-present). Trustee and President,
Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. (1995-present) and Duff &
Phelps Utility and Corporate Bond Trust Inc. (1995-present).
Trustee, Phoenix-Seneca Funds (1999-present). Director
(1983-present) and Chairman (1995-present), Phoenix Investment
Counsel, Inc. Director (1984-present) and President
(1990-1999), Phoenix Equity Planning Corporation. Chairman and
Chief Executive Officer, Phoenix/Zweig Advisers LLC
(1999-present). Director, PXRE Corporation (Delaware)
(1985-present) and World Trust Fund (1991-present). Director
and Executive Vice President, Phoenix Life and Annuity Company
(1996-present). Director and Executive Vice President, PHL
Variable Insurance Company (1995-present). Director, Phoenix
Charter Oak Trust Company (1996-present). Director and Vice
President, PM Holdings, Inc. (1985-present). Director
(1992-present) and President (1992-1994), W.S. Griffith & Co.,
Inc. Director, PHL Associates, Inc. (1995-present).
---------------------------------------------------------------------------------------------------------------------
Robert L. Peterson (61) Trustee Private investor. From 1988-1995, Regional Manager for
P.O. Box 80784 Commercial Real Estate Brokerage in the Pasadena office of
San Marino, California 91118 Jon Douglas Company, a real estate firm. Prior thereto he was
associated with the real estate brokerage firm of R.A. Rowan
& Co.
---------------------------------------------------------------------------------------------------------------------
Richard C. Taylor (53) Trustee President of Richard Taylor Company, Inc., a food ingredients
2100 Huntington Drive. #9 broker, since 1987.
San Marino, California 91108
---------------------------------------------------------------------------------------------------------------------
Angela Wong (48) Trustee Since August 1999, Ms. Wong has been General Counsel at Self
3880 San Rafael Ave. Realization Fellowship. From 1986-1999, she was of counsel to
Los Angeles, California 90065 the law firm of Manatt, Phelps, Phillips & Kantor,
specializing in employee benefits.
---------------------------------------------------------------------------------------------------------------------
Malcolm Axon (41) Chief Financial Chief Financial Officer and Secretary of the Adviser since
600 North Rosemead Boulevard 1995; Officer previously Controller from 1991 to 1995.
Pasadena, California 91107 Chief Financial Officer and Secretary of Roger Engemann
Management Co. Inc. since 1993 and of Pasadena Capital
Corporation since 1995.
---------------------------------------------------------------------------------------------------------------------
Tina L. Mitchell Secretary Vice President, Compliance (since 1999) of the Adviser;
600 North Rosemead Boulevard previously Compliance Officer from 1997 to 1999 and Assistant
Pasadena, California 91101 Compliance Officer from 1993 to 1997. Compliance Officer of
Roger Engemann Management Co., Inc. since 1997; previously,
Assistant Compliance Officer from 1993-1997.
---------------------------------------------------------------------------------------------------------------------
</TABLE>
For services rendered to the Trust for the fiscal year ended December 31,
1999, the Trustees received an aggregate of $80,000. For services on the Boards
of Trustees who is not a full-time employee of the Advisor or any of its
affiliates currently receives $2,500 per quarter plus $2,5000 for each meeting
attended. The officers of the Trust and the Trustees affiliated with the Adviser
receive no direct compensation for performing the duties of such offices.
However, those officers and Trustees who are affiliated with the Adviser may
receive remuneration indirectly because the Adviser receives management fees
from the Funds.
CURRENT BOARD COMMITTEES AND MEETINGS
The Board of Trustees has an Audit Committee which consists of four of the
Trustees who are not interested persons of the Trust (i.e., the "Independent
Trustees"). The Audit Committee meets with the Trust's auditors to review the
scope of the auditing procedures, the adequacy of internal controls, compliance
by the Trust with the accounting, record keeping and financial reporting
requirements of the 1940 Act, and the possible effect on Trust operations of any
new or proposed tax or other regulations applicable to investment companies. The
Audit Committee makes an annual recommendation concerning the appointment of
auditors and reviews and recommends policies and practices relating to
principles to be followed in the conduct of Trust operations. The Audit
Committee reports the results of its inquiries to the Board of Trustees. The
Audit Committee currently consists of Barry E. McKinley, Robert L. Peterson,
Richard E. Taylor and Angela Wong. The Audit Committee held two meetings during
the fiscal year ended December 31, 1999.
The Delaware Trust has Audit Committee composed entirely of the same
independent Trustees.
The Board of Trustees held five meetings during the fiscal year ended
December 31, 1999. Each Trustee was present for at least 75% of the total number
of meetings of the Board and of those committees of which the Trustee was a
member which were held during his tenure.
For the Trust's last fiscal year, the Trustees received the following
compensation:
11
<PAGE>
<TABLE>
<CAPTION>
PENSION OR ESTIMATED TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ANNUAL BENEFITS FROM TRUST AND TRUST
COMPENSATION ACCRUED AS PART OF UPON COMPLEX (5 FUNDS)
NAME FROM TRUST TRUST EXPENSES RETIREMENT PAID TO TRUSTEE
<S> <C> <C> <C> <C>
Roger Engemann None None
John S. Tilson None None
Barry E. McKinley $20,000 None for any None for any $20,000
Philip R. McLoughlin* None Trustee Trustee None
Robert L. Peterson $20,000 $20,000
Richard C. Taylor $20,000 $20,000
Angela Wong $20,000 $20,000
</TABLE>
* McMcLoughlin was appointed a Trustee on September 12, 2000.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS
THAT THE SHAREHOLDERS APPROVE THE PLAN OF REORGANIZATION.
PROPOSED CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS (PROPOSALS 2-14)
If all of the proposals 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, the Funds do
not presently anticipate that the use of different investment restrictions
resulting from amending and eliminating the current restrictions 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 2-14 below.
PROPOSAL 2
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS 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 restrictions regarding
diversification applicable to each Fund provide that:
"The Funds may not, with respect of 75% of a Fund's total assets,
purchase any security (other than obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities) if, as a
result, more than 5% of the value of the Fund's total assets would be
invested in securities of any one issuer. This limitation does not
apply with respect to the remaining 25% of a Fund's total assets
(except that neither the Focus Growth Fund nor the Balanced Return Fund
will invest more than 10% of its total assets in any one non-U.S.
Government issuer)."
"The Funds may not, with respect to 75% of the Small & Mid-Cap Growth
and Value 25 Funds' total assets and 100% of the Focus Growth, Nifty
Fifty and Balanced Return Funds' total assets, acquire more than 10% of
any one class of securities of an issuer or more than 10% of the
outstanding voting securities of any one issuer. (For this purpose all
common stocks of an issuer are regarded as a single class, and all
preferred stocks of an issuer are regarded as a single class.)"
If Proposal 2 is approved, these restrictions 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,
12
<PAGE>
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."
Generally, both the current restrictions and the proposed restriction
exclude 25% of a Fund's assets from the percentage limitations. However, under
the current restrictions the Focus Growth Fund and the Balanced Return Fund each
has a limitation against investing more than 10% of its assets in any non-U.S.
Government issuer which applies to all of the Fund's assets. The proposed
restriction does not contain this limitation. In addition, under the current
restrictions the Focus Growth Fund, the Nifty Fifty Fund and Balanced Return
Fund each has limitations against acquiring more than 10% if any one class of
securities of any one issuer or more than 10% of the outstanding voting
securities of any one issuer which apply to all of each Fund's assets. Under the
proposed restriction, 25% of each Fund's assets are in a basket that is excluded
from the 10% limitation on ownership of the outstanding voting securities of any
issuer. In addition, the proposed restriction does not otherwise limit a Fund's
ownership of any one class of securities of an issuer. If the proposed
restriction is adopted by a Fund, that Fund would be permitted to invest in a
smaller number of issuers than such Fund is currently permitted to invest in. If
a Fund were to invest in a smaller number of issuers, the performance of a
single issuer could have a greater impact on such Fund's share price. Thus, the
Funds could be exposed to increased volatility to the extent they invest in a
smaller number of issuers. The proposed restriction is based upon the definition
of a "diversified company" under the 1940 Act.
PROPOSAL 3
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 industry
concentration applicable to each Fund provides that the Fund may not:
"Concentrate its investments in particular industries, and in no event
invest more than 25% of the value of its total assets in any one
industry."
If Proposal 3 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding industry concentration
for each Fund:
"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 that the proposed fundamental investment
restriction is substantially similar to the Fund's current fundamental
investment restriction.
PROPOSAL 4
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING BORROWING
The Board of Trustees has proposed that the shareholders of each Fund
approve an amendment to the fundamental investment restriction regarding
borrowing. The current fundamental investment restriction regarding borrowing
applicable to each Fund provides that the Fund may not:
"Borrow money in excess of 20% (5% for the Focus Growth, the Nifty
Fifty and Balanced Return Funds) of its total assets (taken at cost)
and then only as a temporary measure for extraordinary or emergency
reasons and not for investment. (Each Fund may borrow only from banks
and immediately after any such borrowings there must be an asset
coverage [total assets of the Fund, including the amount borrowed, less
13
<PAGE>
liabilities other than such borrowings] of at least 300% of the amount
of all borrowings. In the event that, due to market decline on other
reasons, such asset coverage should at any time fall below 300%, the
Fund is required within three days, not including Sundays and holidays,
to reduce the amount of its borrowings to the extent necessary to cause
the asset coverage of such borrowings to be at least 300%. If this
should happen, the Fund may have to sell securities at a time when it
would be disadvantageous to do so.)"
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 borrowing restriction is based upon the limitations
currently imposed on mutual funds by the 1940 Act. If the proposal is adopted,
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 (5% for the focus Growth Fund, the Nifty Fifty Fund and the Balanced
Return Fund) only as a temporary measure. 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.
PROPOSAL 5
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, as such term is defined in the Investment
Company Act of 1940, as amended, except as otherwise permitted under
these fundamental investment restrictions."
If Proposal 5 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."
Each Fund is currently not permitted to issue senior securities, except
to the extent permitted by its fundamental investment restrictions. Under the
proposed restriction, the Fund will be prohibited from issuing senior securities
in violation of the 1940 Act but may engage in activities permitted by SEC
exemptive orders or staff interpretations. 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 are 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
14
<PAGE>
activities which could be viewed as senior securities, a Fund could experience
increased risks due to the effects of leveraging.
PROPOSAL 6
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 to the extent that, in connection with
the disposition of its portfolio securities, it may be deemed to be an
underwriter under certain federal securities laws."
If Proposal 6 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 the proposed restriction applicable to underwriting
is substantially similar to the current restriction.
PROPOSAL 7
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:
"Purchase or sell real property (including limited partnership
interests), except that the Fund may (a) purchase or sell readily
marketable interests in real estate investment trusts or readily
marketable securities of companies which invest in real estate, (b)
purchase or sell securities that are secured by interests in real
estate or interests therein, or (c) acquire real estate through
exercise of its rights as a holder of obligations secured by real
estate or interests therein or sell real estate so acquired."
If Proposal 7 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."
Under the current restriction, the Funds may not make investments in
real estate or real estate limited partnerships, except for interests in real
estate investment trusts or securities of issuers which invest in real estate
and are readily marketable or securities which are secured by interests in real
estate or interests therein, and except the Funds may deal in real estate
acquired by the Fund through the exercise of its rights as a holder of
obligations secured by real estate. The proposed restriction does not limit
investments to those which are readily marketable or liquid. The proposed
restriction specifically does not limit investments in real estate limited
partnerships. The
15
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proposed restriction would also permit the Funds to acquire or lease office
space for their own use, although it is not anticipated that the Funds will do
so. The proposed restriction would also permit the Funds 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 8
TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS 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 restrictions regarding
investing in commodities. The current fundamental investment restrictions
regarding commodities for the Funds provide that:
"[The Small & Mid-Cap Growth Fund and the Value 25 Fund may not] buy
or sell ... commodities or commodity contracts, except for transactions
in futures contracts and options thereon entered into for hedging
purposes."
"[The Focus Growth Fund, the Nifty Fifty Fund and the Balanced Growth
Fund may not] purchase or sell financial futures, commodities or
commodities contracts, including futures contracts on physical
commodities."
If Proposal 8 is approved, these restrictions will 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 restrictions prohibit transactions in commodities or
commodities contracts, except the Small & Mid-Cap Growth Fund and the Value 25
Fund may engage in futures contracts and options on futures contracts for
hedging purposes. 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 and allows investments for both hedging and
non-hedging purposes. 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 9
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:
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"Make loans, except (a) by purchase of marketable bonds, debentures,
commercial paper or corporate notes, and similar marketable evidences
of indebtedness which are part of an issue to the public or to
financial institutions, (b) by entry into repurchase agreements, or (c)
through the lending of its portfolio securities with respect to not
more than 25% of its total assets."
If Proposal 9 is approved, this restriction will 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 marketable bonds,
debentures, commercial paper, corporate notes or similar obligations and
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. The current restriction limits the lending of a Fund's
portfolio securities to 25% of its total assets. The proposed restriction does
not contain any such percentage limitation. However, the staff of the SEC
currently limits loans of Fund 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 10
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR THE
SMALL & MID-CAP GROWTH FUND AND THE VALUE 25 FUND
REGARDING PLEDGING OF ASSETS
The Board of Trustees has proposed that the shareholders of the Small &
Mid-Cap Growth Fund and the Value 25 Fund approve the elimination of the
fundamental investment restriction regarding pledging of assets. The current
fundamental investment restriction applicable to the Small & Mid-Cap Growth Fund
and the Value 25 Fund provides that the Fund may not:
"Pledge more than 25% of its total assets (taken at cost) in connection
with permissible borrowings. For the purposes of this restriction, the
deposit of underlying securities and other assets in connection with
the writing of put and call options and collateral arrangements with
respect to margin for currency futures contracts are not deemed to be a
pledge of assets."
If Proposal 10 is approved, this restriction will be eliminated.
Management believes this restriction was based on the requirements formerly
imposed by state "blue sky" regulators as a condition to registration. These
state law requirements are no longer applicable to mutual funds.
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PROPOSAL 11
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR THE BALANCED FUND,
THE FOCUS GROWTH FUND, THE NIFTY FIFTY FUND AND THE SMALL & MID-CAP GROWTH FUND
REGARDING OFFICER OR TRUSTEE OWNERSHIP OF SECURITIES
The Board of Trustees has proposed that the shareholders of the
Balanced Fund, the Focus Growth Fund, the Nifty Fifty Fund and the Small &
Mid-Cap Growth Fund approve the elimination of the fundamental investment
restriction regarding investments in issuers whose securities are owned by an
officer or trustee. The current fundamental investment restriction applicable to
these Funds provides that the Fund may not:
"Invest in securities of any company, if officers and Trustees of the
Trust and officers and directors of the Adviser who beneficially own
more than 0.5% of the shares or securities of that company collectively
own more than 5% of such securities."
If Proposal 11 is approved, this restriction will be eliminated.
Management believes this restriction was based on the requirements formerly
imposed by state "blue sky" regulators as a condition to registration. These
state law requirements are no longer applicable to mutual funds.
PROPOSAL 12
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING THE PURCHASE OF SECURITIES OF OTHER INVESTMENT COMPANIES
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding the
purchase of securities of other investment companies. The current fundamental
investment restriction applicable to each Fund provides that the Fund may not:
"Purchase the securities of any other investment company except (a)
within the limits of the 1940 Act, (b) in a public offering or in the
open market or in privately negotiated transactions where, in either
case, to the best information of the Fund, no commission, profit or
sales charge to a sponsor or dealer (other than a customary broker's
commission or underwriting discount) results from such purchase, (c) if
such purchase is part of a merger, consolidation, or acquisition of
assets, or (d) as part of a master-feeder arrangement."
If Proposal 12 is approved, this restriction will be eliminated.
Management believes this restriction was based on the requirements formerly
imposed by state "blue sky" regulators as a condition to regulation. These state
law requirements are no longer applicable to mutual funds. However, the Fund
would remain subject to limitations on investments in other registered
investment companies imposed on all mutual funds under the 1940 Act.
PROPOSAL 13
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR
THE SMALL & MID-CAP GROWTH FUND AND THE VALUE 25 FUND
REGARDING INVESTMENTS IN OIL, GAS OR OTHER MINERAL LEASES,
RIGHTS OR ROYALTY CONTRACTS
The Board of Trustees has proposed that the shareholders of the Small &
Mid-Cap Growth Fund and the Value 25 Fund approve the elimination of the
fundamental investment restriction regarding investing in oil, gas or other
mineral leases, rights or royalty contracts. The current fundamental investment
restriction applicable to the Small & Mid-Cap Growth Fund and the Value 25 Fund
provides that the Fund may not:
"Buy or sell oil, gas or other mineral leases, rights or royalty
contracts."
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If Proposal 13 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 14
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE FUNDS REGARDING PURCHASES OF SECURITIES OF UNSEASONED ISSUERS
The Board of Trustees has proposed that the shareholders of each Fund
approve the elimination of the fundamental investment restriction regarding
purchases of securities of unseasoned issuers. The current fundamental
investment restriction applicable to each Fund provides that the Fund may not:
"Invest more than 5% (30% for the Balanced Return Fund) of its total
assets in securities of any one issuer which, together with any
predecessor, has been in continuous operation for less than three
years."
If Proposal 14 is approved, this restriction will be eliminated.
Management believes this restriction was based on the requirements formerly
imposed by state "blue sky" regulators as a condition to registration. These
state law requirements are no longer applicable to mutual funds.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES,
RECOMMENDS THAT SHAREHOLDERS APPROVE PROPOSALS 2-14
INVESTMENT ADVISER, UNDERWRITER AND FINANCIAL AGENT
Roger Engemann & Associates, Inc., 600 North Rosemead Boulevard, Pasadena,
California 91107 is the investment adviser to the Funds. 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 principal executive offices of the Trust at 101 Munson
Street, Greenfield, Massachusetts 01301.
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APPENDIX A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __ day of _______, 2000, by and between The Phoenix-Engemann Funds, a
Massachusetts business trust (the "Predecessor Trust"), on behalf of the
Phoenix-Engemann Balanced Return Fund, the Phoenix-Engemann Focus Growth Fund,
the Phoenix-Engemann Nifty Fifty Fund, the Phoenix-Engemann Small & Mid-Cap
Growth Fund and the Phoenix-Engemann Value 25 Fund series (collectively, the
"Predecessor Funds" and each individually, a "Predecessor Fund"), and The
Phoenix-Engemann Funds, a Delaware business trust (the "Successor Trust"), on
behalf of the Phoenix-Engemann Balanced Return Fund, the Phoenix-Engemann Focus
Growth Fund, the Phoenix-Engemann Nifty Fifty Fund, the Phoenix-Engemann Small &
Mid-Cap Growth Fund and the Phoenix-Engemann Value 25 Fund series (collectively,
the "Successor Funds" and each individually, a "Successor Fund").
All references in this Agreement to action taken by the Predecessor Funds
or the Successor Funds shall be deemed to refer to action taken by the
Predecessor Trust or the Successor Trust, respectively, on behalf of the
respective Fund series.
This Agreement is intended to be and is adopted as plans of
reorganization within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by each Predecessor Fund of all
of its assets to the corresponding Successor Fund, in exchange solely for shares
of beneficial interest in such Successor Fund ("New Shares") having a net asset
value equal to the net asset value of the corresponding Predecessor Fund, the
assumption by each Successor Fund of all the liabilities of the corresponding
Predecessor Fund, and the distribution of the New Shares to the shareholders of
each Predecessor Fund in complete liquidation of such Predecessor Fund as
provided herein, all upon the terms and conditions hereinafter set forth in this
Agreement.
WHEREAS, the Predecessor Trust and the Successor Trust are each open-end,
registered investment companies of the management type; and
WHEREAS, the Board of Trustees of the Predecessor Trust and the Board of
Trustees of the Successor Trust have determined that it is in the best interest
of the Predecessor Trust and the Successor Trust, respectively, that the assets
of the Predecessor Trust be acquired by the Successor Trust pursuant to this
Agreement and in accordance with the applicable statutes of the Commonwealth of
Massachusetts and the State of Delaware and that the interests of existing
shareholders will not be diluted as a result of this transaction;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Predecessor
Trust agrees to transfer all of the assets of each Predecessor Fund, as set
forth in paragraph 1.2, to the corresponding Successor Fund and the Successor
Trust agrees in exchange therefore: (i) to deliver to the Predecessor Trust a
number of full and fractional New Shares of each class of each Successor Fund
equal to the number of shares of the corresponding class of the corresponding
Predecessor Fund as of the time and date set forth in Article 2, and (ii) to
assume all the liabilities of each Predecessor Fund, as set forth in paragraph
1.2. Such transactions shall take place at the closing provided for in paragraph
2.1 (the "Closing").
1.2 The assets of the Predecessor Funds to be acquired by the
corresponding Successor Funds shall consist of all property, including, without
limitation, all cash, securities, commodities and futures interests, and
dividends or interest receivable which are owned by the Predecessor Funds and
any deferred or prepaid expenses shown as an asset on the books of the
Predecessor Funds on the closing date provided in paragraph 2.1 (the "Closing
Date"). All liabilities, expenses, costs, charges and reserves of the
Predecessor Funds, to the extent that they exist at
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or after the Closing, shall after the Closing attach to the corresponding
Successor Funds and may be enforced against the Successor Funds to the same
extent as if the same had been incurred by the Successor Funds.
1.3 Immediately upon delivery to the Predecessor Funds of the New
Shares, the Predecessor Funds, as the then sole shareholders of the Successor
Funds, shall (i) with the exception of Calvin J. Pedersen, elect as trustees of
the Successor Trust the persons who currently serve as trustees of the
Predecessor Trust; (ii) approve an Investment Management Agreement between the
Trust, on behalf of the Successor Funds and Roger Engemann & Associates, Inc.,
and (iii) ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants of the Successor Funds.
1.4 Immediately following the action contemplated by paragraph 1.3,
the Predecessor Funds will distribute pro rata to their respective shareholders
of record, determined as of immediately after the close of business on the
Closing Date (the "Current Shareholders"), the corresponding New Shares received
by the Predecessor Trust pursuant to paragraph 1.1. Such distribution and
liquidation will be accomplished by the transfer of the New Shares then credited
to the accounts of the Predecessor Funds on the books of the Successor Funds to
open accounts on the share records of the Successor Funds in the names of the
Current Shareholders and representing the respective pro rata number of the New
Shares of the corresponding class due such shareholders. All issued and
outstanding shares of the Predecessor Funds will simultaneously be canceled on
the books of the Predecessor Trust, although share certificates representing
interests in the Predecessor Trust will represent a number of New Shares after
the Closing Date as determined in accordance with paragraph 2.2. The Successor
Funds shall not issue certificates representing the New Shares in connection
with such exchange. Ownership of New Shares will be shown on the books of the
Successor Trust's transfer agent. As soon as practicable after the Closing, the
Predecessor Trust shall take all steps necessary to effect a complete
liquidation of the Predecessor Funds and shall file such instruments, if any, as
are necessary to effect the dissolution of the Predecessor Trust and shall take
all other steps necessary to effect such dissolution.
2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be the second Friday that is a full
business day following satisfaction (or waiver as provided herein) of all of the
conditions set forth in Article 4 of this Agreement (other than those conditions
which may by their terms be satisfied only at the Closing), or such later date
as the parties may agree to in writing. All acts taking place at the Closing
shall be deemed to take place simultaneously as of immediately after the close
of business on the Closing Date unless otherwise agreed to by the parties. The
close of business on the Closing Date shall be as of 4:00 p.m. New York Time.
The Closing shall be held at the offices of Phoenix Investment Counsel, Inc.
("PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480, or at such other
time and/or place as the parties may agree.
2.2 The Predecessor Trust shall cause Phoenix Equity Planning
Corporation (the "Transfer Agent"), transfer agent of the Predecessor Funds, to
deliver at the Closing a certificate of an authorized officer stating that its
records contain the names and addresses of the Current Shareholders and the
number and percentage ownership of outstanding shares of the Predecessor Funds
and the class of each Predecessor Fund owned by each such shareholder
immediately prior to the Closing. The Successor Funds shall issue and deliver a
confirmation evidencing the New Shares to be credited on the Closing Date to the
Secretary of the Predecessor Trust or provide evidence satisfactory to the
Predecessor Trust that such New Shares have been credited to the accounts of the
Predecessor Funds on the books of the Successor Funds. At the Closing, each
party shall deliver to the other such bills of sales, checks, assignments, share
certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request.
3. REPRESENTATIONS AND WARRANTIES
3.1 The Predecessor Trust, on behalf of each Predecessor Fund, hereby
represents and warrants to the Successor Funds as follows:
(i) The Predecessor Trust is duly organized, validly existing
and in good standing under the laws of the Commonwealth of Massachusetts and has
full power and authority to conduct its business as presently conducted;
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(ii) the Predecessor Trust has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of each
Predecessor Fund;
(iii) the execution and delivery of this Agreement on behalf
of each Predecessor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
Predecessor Trust or the shareholders of the Predecessor Fund (other than as
contemplated in paragraph 4.1(vi) are necessary to authorize this Agreement and
the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Predecessor
Trust on behalf of the Predecessor Funds and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by
the Predecessor Trust on behalf of the Predecessor Funds, nor the consummation
by the Predecessor Trust on behalf of the Predecessor Funds of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both) a breach of or default under,
the Declaration of Trust of the Predecessor Trust, as amended, or any statute,
regulation, order, judgment or decree, or any instrument, contract or other
agreement to which the Predecessor Trust is a party or by which the Predecessor
Trust or any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental
or other public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the Predecessor Trust on behalf of
the Predecessor Funds or the consummation of any transactions contemplated
hereby by the Predecessor Trust, other than as shall be obtained at or prior to
the Closing.
3.2 The Successor Trust, on behalf of the Successor Funds, hereby
represents and warrants to the Predecessor Funds as follows:
(i) The Successor Trust is duly organized, validly existing
and in good standing under the laws of the State of Delaware and has full power
and authority to conduct its business as presently conducted;
(ii) the Successor Trust has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of the
Successor Funds;
(iii) the execution and delivery of this Agreement on behalf
of the Successor Funds and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the Successor
Trust or the shareholders of the Successor Funds are necessary to authorize this
Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Successor
Trust on behalf of the Successor Funds and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by
the Successor Trust on behalf of the Successor Funds, nor the consummation by
the Successor Trust on behalf of the Successor Funds of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both constitute) a breach of or
default under, the Master Trust Agreement (the "Master Trust Agreement") or
By-Laws of the Successor Trust, as each may be amended, or any statute,
regulation, order, judgment or decree, or any instrument, contract or other
agreement to which the Successor Trust is a party or by which the Successor
Trust or any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental
or other public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the Successor Trust on
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behalf of the Successor Funds or the consummation of any transactions
contemplated hereby by the Successor Trust, other than as shall be obtained at
or prior to the Closing.
4. CONDITIONS PRECEDENT
4.1 The obligations of the Predecessor Trust on behalf of the
Predecessor Funds and the Successor Trust on behalf of the Successor Funds to
effectuate the Reorganization shall be subject to the satisfaction of the
following conditions:
(i) The Successor Trust shall have succeeded to the
registration statement of the Predecessor Trust on Form N-1A under the
Securities Act of 1933, as amended (the "Securities Act") and such amendment or
amendments thereto as are determined by the Board of Trustees of the Successor
Trust to be necessary and appropriate to effect the registration of the New
Shares (the "Post-Effective Amendment"), shall have been filed with the
Securities and Exchange Commission (the "Commission") and the Post-Effective
Amendment shall have become effective, and no stop-order suspending the
effectiveness of the Post-Effective Amendment shall have been issued, and no
proceeding for that purpose shall have been initiated or threatened by the
Commission (and not withdrawn or terminated);
(ii) the applicable New Shares shall have been duly qualified
for offering to the public in all states in which such qualification is required
for consummation of the transactions contemplated hereunder;
(iii) all representations and warranties of the Predecessor
Trust on behalf of the Predecessor Funds contained in this Agreement shall be
true and correct in all material respects as of the date hereof and as of the
Closing, with the same force and effect as if then made, and the Successor Trust
on behalf of the Successor Funds shall have received a certificate of an officer
of the Predecessor Trust acting on behalf of the Predecessor Funds to that
effect in form and substance reasonably satisfactory to the Successor Trust on
behalf of the Successor Funds;
(iv) all representations and warranties of the Successor Trust
on behalf of the Successor Funds contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Predecessor Trust on
behalf of the Predecessor Funds shall have received a certificate of an officer
of the Successor Trust acting on behalf of the Successor Funds to that effect in
form and substance reasonably satisfactory to the Predecessor Trust on behalf of
the Predecessor Funds;
(v) the Predecessor Trust on behalf of the Predecessor Funds
and the Successor Trust on behalf of the Successor Funds shall have received
opinions from Goodwin, Procter & Hoar LLP regarding certain tax matters in
connection with the Reorganization; and
(vi) a vote approving this Agreement shall have been adopted
by at least a majority of the outstanding shares of each Predecessor Fund, all
classes voting together, entitled to vote at a special meeting of shareholders
of each such Predecessor Fund duly called for such purpose (the "Special
Meeting").
5. EXPENSES
5.1 The Successor Trust and the Predecessor Trust each represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.
5.2 All of the costs of solicitation of proxies, including the cost of
the proxy solicitation firm, printing and mailing costs, shall be borne by the
Successor Fund. All of the remaining expenses and costs of the Reorganization
and the transactions contemplated thereby shall be borne by Phoenix Investment
Partners, Ltd.
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6. ENTIRE AGREEMENT
The Successor Trust and the Predecessor Trust agree that neither party
has made any representation, warranty or covenant not set forth herein and that
this Agreement constitutes the entire agreement between the parties.
7. TERMINATION
This Agreement and the transactions contemplated hereby may be
terminated and abandoned by either party by resolution of the party's Board of
Trustees, at any time prior to the Closing Date, if circumstances should develop
that, in the opinion of such Board, make proceeding with the Agreement
inadvisable. In the event of any such termination, there shall be no liability
for damages on the part of either the Successor Trust or the Predecessor Trust,
or their respective Trustees or officers, to the other party.
8. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the
Predecessor Trust and the Successor Trust; provided, however, that following the
meeting of the Current Shareholders called by the Predecessor Trust pursuant to
paragraph 4.1(vi) of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of New Shares to be issued to
the Current Shareholders under this Agreement to the detriment of such
shareholders without their further approval.
9. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.
10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts each
of which shall be deemed an original.
10.3 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
10.5 It is expressly agreed that the obligations of the Predecessor
Trust hereunder shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents, or employees of the Predecessor Trust personally,
but shall bind only the trust property of the Predecessor Trust, as provided in
the Declaration of Trust of the Predecessor Trust. The execution and delivery by
such officers of the Predecessor Trust shall not be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Predecessor Trust as provided in
the Declaration of Trust of the Predecessor Trust. The Predecessor Trust is a
series company with multiple series, the Phoenix-Engemann Balanced Return Fund,
the Phoenix-Engemann Focus Growth Fund, the Phoenix-Engemann Nifty Fifty Fund,
the Phoenix-Engemann Small &
A-5
<PAGE>
Mid-Cap Growth Fund and the Phoenix-Engemann Value 25 Fund and has entered into
this Agreement on behalf of the Predecessor Funds. With respect to any
obligation of the Predecessor Trust arising hereunder, the Successor Trust and
the Successor Funds shall look for payment or satisfaction of such obligations
solely to the assets and property of the corresponding Predecessor Funds.
10.6 It is expressly agreed that the obligations of the Successor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Successor Trust personally, but shall bind
only the trust property of the Successor Trust, as provided in the Declaration
of Trust of the Successor Trust. The execution and delivery by such officers of
the Successor Trust shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Successor Trust as provided in the
Declaration of Trust of the Successor Trust. The Successor Trust is a series
company with multiple series, the Phoenix-Engemann Balanced Return Fund, the
Phoenix-Engemann Focus Growth Fund, the Phoenix-Engemann Nifty Fifty Fund, the
Phoenix-Engemann Small & Mid-Cap Growth Fund and the Phoenix-Engemann Value 25
Fund and has entered into this Agreement on behalf of the Successor Funds. With
respect to any obligation of the Successor Trust arising hereunder, the
Predecessor Funds and the Predecessor Trust shall look for payment or
satisfaction of such obligations solely to the assets and property of the
corresponding Successor Funds.
10.7 The sole remedy of a party hereto for a breach of any
representation or warranty made in this Agreement by the other party shall be an
election by the non-breaching party not to complete the transactions
contemplated herein.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its President or Vice President.
ATTEST THE PHOENIX-ENGEMANN FUNDS,
a Massachusetts business trust
_________________________________ By: __________________________________
Name: Name:
Title: Title:
ATTEST THE PHOENIX-ENGEMANN FUNDS,
a Delaware business trust
_________________________________ By: __________________________________
Name: Name:
Title: Title:
A-6
<PAGE>
THE PHOENIX-ENGEMANN FUNDS
600 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 91107-2133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-ENGEMANN BALANCED RETURN FUND
PROXY
The undersigned shareholder of the Phoenix-Engemann Balanced Return
Fund (the "Fund"), a series of The Phoenix-Engemann Funds (the "Trust"),
revoking any and all previous proxies heretofore given for shares of the Fund
held by the undersigned, hereby constitutes Roger Engemann and Tina L. Mitchell,
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 the 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.
<TABLE>
<CAPTION>
VOTE ON PROPOSAL
REORGANIZATION OF FUND
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of The Phoenix-Engemann Funds as [ ] [ ] [ ]
a Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING ELEVEN PROPOSALS FOR AGAINST ABSTAIN ON
COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSALS PROPOSALS PROPOSALS
OF THE FUND, VOTE HERE: 2-9, 11-12 2-9, 11-12 AND 2-9, 11-12
AND 14 14 AND 14
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING ELEVEN PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restrictions regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. [Not applicable to this Fund.] N/A N/A N/A
11. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
13. [Not applicable to this Fund.] N/A N/A N/A
14. To eliminate the fundamental investment restriction regarding For Against Abstain
purchases of securities of unseasoned issuers. [ ] [ ] [ ]
</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>
THE PHOENIX-ENGEMANN FUNDS
600 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 91107-2133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-ENGEMANN FOCUS GROWTH FUND
PROXY
The undersigned shareholder of Phoenix-Engemann Focus Growth Fund (the
"Fund"), a series of The Phoenix-Engemann Funds (the "Trust"), revoking any and
all previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Roger Engemann and Tina L. Mitchell, 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 the
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.
<TABLE>
<CAPTION>
VOTE ON PROPOSALS
REORGANIZATION OF FUND
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of The Phoenix-Engemann Funds as [ ] [ ] [ ]
a Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING ELEVEN PROPOSALS FOR AGAINST ABSTAIN ON
COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSALS PROPOSALS PROPOSALS
OF THE FUND, VOTE HERE: 2-9, 11-12 2-9, 11-12 AND 2-9, 11-12
AND 14 14 AND 14
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING ELEVEN PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restrictions regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. [Not applicable to this Fund.] N/A N/A N/A
11. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
13. [Not applicable to this Fund.] N/A N/A N/A
14. To eliminate the fundamental investment restriction regarding For Against Abstain
purchases of securities of unseasoned issuers. [ ] [ ] [ ]
</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>
THE PHOENIX-ENGEMANN FUNDS
600 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 91107-2133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-ENGEMANN NIFTY FIFTY FUND
PROXY
The undersigned shareholder of Phoenix-Engemann Nifty Fifty Fund (the
"Fund"), a series of The Phoenix-Engemann Funds (the "Trust"), revoking any and
all previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Roger Engemann and Tina L. Mitchell, 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 the
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.
<TABLE>
<CAPTION>
VOTE ON PROPOSALS
REORGANIZATION OF FUND
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of The Phoenix-Engemann Funds as [ ] [ ] [ ]
a Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING ELEVEN PROPOSALS FOR AGAINST ABSTAIN ON
COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSALS PROPOSALS PROPOSALS
OF THE FUND, VOTE HERE: 2-9, 11-12 2-9, 11-12 AND 2-9, 11-12
AND 14 14 AND 14
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING ELEVEN PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restrictions regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. [Not applicable to this Fund.] N/A N/A N/A
11. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
13. [Not applicable to this Fund.] N/A N/A N/A
14. To eliminate the fundamental investment restriction regarding For Against Abstain
purchases of securities of unseasoned issuers. [ ] [ ] [ ]
</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>
THE PHOENIX-ENGEMANN FUNDS
600 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 91107-2133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH FUND
PROXY
The undersigned shareholder of Phoenix-Engemann Small & Mid-Cap Growth
Fund (the "Fund"), a series of The Phoenix-Engemann Funds (the "Trust"),
revoking any and all previous proxies heretofore given for shares of the Fund
held by the undersigned, hereby constitutes Roger Engemann and Tina L. Mitchell,
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 the 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.
<TABLE>
<CAPTION>
VOTE ON PROPOSALS
REORGANIZATION OF FUND
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of The Phoenix-Engemann Funds as [ ] [ ] [ ]
a Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING THIRTEEN PROPOSALS FOR AGAINST ABSTAIN ON
COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSALS PROPOSALS PROPOSALS
OF THE FUND, VOTE HERE: 2-14 2-14 2-14
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING THIRTEEN PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. To amend the fundamental investment restriction regarding For Against Abstain
pledging of assets. [ ] [ ] [ ]
11. To eliminate the fundamental investment restriction regarding For Against Abstain
officer or trustee ownership of securities. [ ] [ ] [ ]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
12. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
13. To eliminate the fundamental investment restriction regarding For Against Abstain
investment in oil, gas or other mineral leases, rights or [ ] [ ] [ ]
royalty contracts.
14. To eliminate the fundamental investment restriction regarding For Against Abstain
purchases of securities of unseasoned issuers. [ ] [ ] [ ]
</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>
THE PHOENIX-ENGEMANN FUNDS
600 NORTH ROSEMEAD BOULEVARD
PASADENA, CALIFORNIA 91107-2133
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 30, 2000
PHOENIX-ENGEMANN VALUE 25 FUND
PROXY
The undersigned shareholder of Phoenix-Engemann Value 25 Fund (the
"Fund"), a series of The Phoenix-Engemann Funds (the "Trust"), revoking any and
all previous proxies heretofore given for shares of the Fund held by the
undersigned, hereby constitutes Roger Engemann and Tina L. Mitchell, 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 the
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.
<TABLE>
<CAPTION>
VOTE ON PROPOSALS
REORGANIZATION OF FUND
<S> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of The Phoenix-Engemann Funds as [ ] [ ] [ ]
a Delaware business trust.
CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS
IF YOU WISH TO VOTE ON THE FOLLOWING TWELVE PROPOSALS FOR AGAINST ABSTAIN ON
COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSALS PROPOSALS PROPOSALS
OF THE FUND, VOTE HERE: 2-10 AND 12-14 2-10 AND 12-14 2-10 AND 12-14
[ ] [ ] [ ]
IF YOU WISH TO VOTE ON THE FOLLOWING TWELVE PROPOSALS
INDIVIDUALLY, VOTE BELOW:
2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]
3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]
4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]
5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]
6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]
7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]
8. To amend the fundamental investment restriction regarding For Against Abstain
investing in commodities. [ ] [ ] [ ]
9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]
10. To amend the fundamental investment restriction regarding For Against Abstain
pledging of assets. [ ] [ ] [ ]
11. [Not applicable to this Fund.] N/A N/A N/A
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12. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities of other investment companies. [ ] [ ] [ ]
13. To eliminate the fundamental investment restriction regarding For Against Abstain
investment in oil, gas or other mineral leases, rights or [ ] [ ] [ ]
royalty contracts.
14. To eliminate the fundamental investment restriction regarding For Against Abstain
purchases of securities of unseasoned issuers. [ ] [ ] [ ]
</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.
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Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
