SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No.__)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
THE PHOENIX EDGE SERIES FUND
(Name of Registrant as Specified in its Charter)
Patricia O. McLaughlin, Esq.
c/o Phoenix Home Life Mutual Insurance Company
One American Row
Hartford, Connecticut 06115
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2),
or Investment Company Act Rule 20a-1(c).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11*_/:
4) Proposed maximum aggregate value of transaction:
*_/ Set forth in the amount on which the filing fee is calculated and
state how it was determined.
[X] 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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THE PHOENIX EDGE SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
Notice of Special Meeting of Shareholders
10:00 A.M., Thursday, October 26, 1995
To the Shareholders:
A Special Meeting in lieu of the Annual Meeting of Shareholders of The
Phoenix Edge Series Fund (the "Fund") will be held in the offices of the
Fund, 101 Munson Street, Greenfield, Massachusetts 01301, on Thursday,
October 26, 1995, at 10:00 A.M. for the following purposes:
(1) To fix at eleven the number of Trustees to serve until the next
special meeting of shareholders or until the election and qualification of
their successors, and to elect the number of Trustees so fixed;
(2) To ratify or reject the selection of Price Waterhouse LLP, independent
accountants, as auditors for the Fund for the fiscal year ending December 31,
1995;
(3) To approve or not approve a change in the Fund's investment
restrictions to permit up to 15% of the Fund's net assets to be invested in
illiquid securities; and
(4) To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.
These proposals are discussed in detail in the attached Proxy Statement.
The Board of Trustees has fixed August 31, 1995 as the record date for the
determination of shareholders entitled to notice of and to vote at the
meeting.
Whether or not you plan to attend the meeting in person, please provide
your instructions by completing, dating and signing the enclosed proxy and
returning it promptly to Phoenix Home Life Mutual Insurance Company ("Phoenix
Home Life") in the postpaid return envelope enclosed for your use. The
enclosed proxy is being solicited by the Board of Trustees of the Fund.
PLEASE RESPOND--YOUR VOTE IS IMPORTANT. IT IS IMPORTANT THAT YOU RETURN
YOUR PROXY AS SOON AS POSSIBLE TO ASSURE THAT YOUR PROXY WILL BE VOTED.
By Order of the Board of Trustees,
G. Jeffrey Bohne, Secretary
Greenfield, Massachusetts
September 14, 1995
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THE PHOENIX EDGE SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
PROXY STATEMENT
A Special Meeting of Shareholders to be Held on October 26, 1995
INTRODUCTION
The enclosed proxy is solicited by the Board of Trustees of The Phoenix
Edge Series Fund (the "Fund") for use at the Special Meeting of Shareholders
to be held on Thursday, October 26, 1995, and at any adjournment thereof.
Shareholders of record at the close of business on August 31, 1995, are
entitled to notice of and to vote at the Special Meeting and any adjournment
thereof. As of August 31, 1995, there were 113,999,512 shares of the Fund
outstanding of par value of one dollar per share, each of which is entitled
to vote, with proportionate voting for fractional shares. The record owners
of the shares of each Series of the Fund are the Phoenix Home Life Variable
Universal Life Account (the "VUL Account"), which funds the Variable Life
Insurance Policies ("Policies"), and the Phoenix Home Life Variable
Accumulation Account, Separate Accounts B, C, and D and the PHL Variable
Accumulation Account (collectively, the "VA Accounts"), which fund Variable
Annuity Contracts ("Contracts").
The Policies and Contracts are offered by Phoenix Home Life Mutual
Insurance Company ("Phoenix Home Life") or its subsidiary, PHL Variable
Insurance Company ("PHL Variable"). In accordance with its view of applicable
law, Phoenix Home Life will vote the shares of each Series of the Fund based
on instructions received from owners of the Policies ("Policyowners") and
owners of the Contracts ("Contractowners"). When sufficient instructions have
been received, Phoenix Home Life will vote shares for which it has not
received instructions in the same proportion as it votes shares for which it
has received instructions. In connection with the solicitation of such
instructions from Policyowners and Contractowners, Phoenix Home Life will
furnish a copy of this Proxy Statement to Policyowners and Contractowners.
Each Contractowner or Policyowner (collectively referred to herein as
"shareholders") of record at the close of business on August 31, 1995 is
entitled to notice of the meeting and to instruct Phoenix Home Life with
respect to how to vote at the meeting or any adjourned session. No
Policyowner or Contractowner, to the knowledge of the Fund, owns Policies or
Contracts which are funded by more than five percent of the outstanding
voting shares of the Fund or of any Series. Each Policyowner and Contract
owner will be entitled to instruct
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Phoenix Home Life with respect to one vote for each $100 of cash value (and
fractional votes corresponding to any fractional values) under a Policy or
Contract registered in his or her name on VUL Account or VA Account books on
the record date.
The shares of each Series will be voted together on the Proposals. All
shares represented by duly executed proxies will be voted in accordance with
the instructions marked thereon. If a duly executed proxy does not specify a
choice between approval or disapproval of, or abstention with respect to, any
proposal, the shares represented by the proxy will be voted in favor of the
proposal. Any shareholder executing a proxy has the power to revoke it at any
time before it is exercised by executing and submitting to the Fund a
later-dated proxy or written notice of revocation or by attending the meeting
and voting in person.
In addition to the solicitation of proxies by mail, officers and regular
employees of Phoenix Home Life or one of its affiliated companies and persons
employed for the purpose may solicit proxies personally or by telephone or
telegram. Banks, brokers, fiduciaries and nominees will, upon request, be
reimbursed by Phoenix Home Life for their reasonable expenses in sending
proxy materials. The cost of solicitation of proxies will be borne by Phoenix
Home Life.
In the event that sufficient instructions representing the majority votes
required in favor of any of the items set forth in the attached Notice of the
meeting are not received by the time scheduled for the meeting, the persons
named as proxies may propose one or more adjournments of the meeting for a
period or periods of not more than sixty days in the aggregate to permit
further solicitation of proxies with respect to any such matters. Any such
adjournment will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the meeting to be adjourned.
The persons named as proxies will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of such matters. They will
vote against such adjournment those proxies required to be voted against any
such matters.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about September 14, 1995.
ADDITIONAL INFORMATION
Shares Owned by Certain Beneficial Owners and Management
On August 31, 1995, there were 113,999,512 issued and outstanding shares of
beneficial interest of the Fund and as of such date Phoenix Home Life or PHL
Variable, One American Row, Hartford, Connecticut, held of record and
beneficially owned under a Contract or Policy 500,000 shares of beneficial
interest of the Fund, or less than 1% of the voting securities of the Fund
then outstanding.
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On August 31, 1995, no outstanding shares of beneficial interest of the
Fund were held of record or beneficially owned under a Contract or Policy by
any Trustee or nominee for election as Trustee or by any executive officer of
the Fund.
The Investment Advisers and the Investment Advisory Agreements
The Fund's investment advisers are Phoenix Investment Counsel, Inc. ("PIC"),
and Phoenix Realty Securities, Inc. ("PRS"), One American Row, Hartford,
Connecticut 06115-2520 (the "Advisers"). All of the outstanding shares of PIC
are owned by Phoenix Equity Planning Corporation ("Equity Planning"). All of
the outstanding shares of PRS are owned by Phoenix Realty Group, Inc.
("Phoenix Realty"). All of the outstanding shares of Equity Planning are also
owned by Phoenix Securities Group, Inc. ("Securities Group"), a wholly-owned
subsidiary of PM Holdings, Inc. ("Holdings"). Holdings is a wholly-owned
subsidiary of Phoenix Home Life. All of the shares of Phoenix Realty are also
owned by Holdings. The principal offices of Phoenix Home Life, Holdings,
Securities Group and Phoenix Realty are located at One American Row,
Hartford, Connecticut 06115-2520. The principal offices of Equity Planning
are located at 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield,
Connecticut 06083-2200.
In addition to the Fund, PIC also serves as investment adviser to Phoenix
Total Return Fund, Inc., Phoenix Series Fund and Phoenix Multi-Portfolio Fund
and as sub-adviser to the American Skandia Trust, Chubb America Fund, Inc.,
JNL Series Trust and SunAmerica Series Trust. As compensation for its
services to Phoenix Total Return Fund, Inc., PIC is entitled to a fee,
payable within five days after the end of each month, at the annual rate of
0.65% of the average of the aggregate daily net asset values up to $1
billion; 0.60% of such values between $1 billion and $2 billion; and 0.55% of
such values in excess of $2 billion.
As compensation for its services to the Series of Phoenix Series Fund, PIC
is entitled to a fee, based on an annual percentage rate of the average of
the aggregate daily net asset values of each Series as follows: for the first
$1 billion in assets, 0.70%, 0.70%, 0.65%, 0.65%, 0.55%, 0.45% and 0.40% for
the Growth, U.S. Stock, Convertible, High Yield, Balanced, U.S. Government
and Money Market Series respectively; for the next $1 billion in assets,
0.65%, 0.65%, 0.60%, 0.60%, 0.50%, 0.40% and 0.35% for those Series
respectively, and for assets over $2 billion, 0.60%, 0.60%, 0.55%, 0.55%,
0.45%, 0.35% and 0.30% for those Series respectively. The amounts payable to
PIC are based upon the average of the values of the net assets of the Series
as of the close of business each day.
As compensation for its services to the Portfolios of the Phoenix Multi-
Portfolio Fund, (other than the Real Estate Securities Portfolio), PIC is
entitled to a fee based on an annual percentage rate of the average of the
aggregate daily
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net asset values of each Portfolio as follows: for the first $1 billion in
assets, 0.45%, 0.75%, 0.75%, 0.75% and 0.50% for the Bond, Capital
Appreciation, International, Endowment Equity and Endowment Fixed Income
Portfolios respectively; for the next $1 billion in assets, 0.40%, 0.70%,
0.70%, 0.70% and 0.45% for those Portfolios respectively; and for assets over
$2 billion, 0.35%, 0.65%, 0.65%, 0.65%, and 0.40% for those Portfolios
respectively. The amounts payable to PIC are based upon the average of the
values of the net assets of the Portfolios as of the close of business each
day.
As compensation for its services to American Skandia Trust, PIC is
entitled to a monthly fee for the previous month at the annual rate of 0.50%
of the portion of the average daily net assets of each of the AST Balanced
Portfolio and the AST Growth Portfolio not in excess of $25 million; 0.40% of
the portion of each Portfolio's average daily net assets over $25 million but
not in excess of $75 million; and 0.30% of that portion of each Portfolio's
average daily net assets in excess of $75 million. As compensation for its
services to Chubb America Fund, Inc., PIC is entitled to a quarterly fee at
the annual rate of 0.50% of the first $200,000,000 of the average of the
aggregate net asset values of the Balanced Portfolio, reduced to 0.45% of
such net asset values in excess of $200,000,000 up to $1,300,000,000 and
further reduced to 0.40% of such net asset values in excess of
$1,300,000,000. As compensation for its services to the JNL Series Trust, PIC
is entitled to a monthly fee at the annual rate of 0.50% of the first $50
million of the average daily net asset values of each of the JNL/Phoenix
Investment Counsel Balanced Series and the JNL/Phoenix Investment Counsel
Growth Series; 0.40% of those net asset values of each Series from $50
million to $150 million; 0.30% of those net asset values of each Series from
$150 million to $300 million; 0.25% of those net asset values of each Series
from $300 million to $500 million; and 0.20% of those net asset values over
$500 million for each of the Series respectively.
As compensation for its services to SunAmerica Series Trust, PIC is
entitled to a monthly fee at the annual rate of 0.35% per annum of the first
$50 million of the average daily net asset values of the Growth Portfolio;
0.30% per annum of the next $100 million, 0.25% per annum of the next $150
million; 0.20% per annum of the next $200 million; and 0.15% per annum
thereafter.
As of June 30, 1995, Phoenix Total Return Fund, Inc., Phoenix Series Fund,
Phoenix Multi-Portfolio Fund, American Scandia Trust (AST Balanced Portfolio
and AST Phoenix Capital Growth Portfolio), Chubb America Fund, Inc. (Balanced
Portfolio), JNL Series Trust (JNL/Phoenix Investment Counsel Balanced Series
and JNL/Phoenix Investment Counsel Growth Series), and SunAmerica Series
Trust (Balanced-Phoenix Investment Counsel Portfolio and Growth/Phoenix
Investment Counsel Portfolio) had assets under management of approximately
$370,585,654, $5,981,059,581, $759,209,224, $175,158,953, $12,574,349,
$3,093,107, and $138,176,302 respectively.
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PRS serves as investment adviser to Phoenix Real Estate Securities Series,
a series of the Fund and to Phoenix Real Estate Securities Portfolio, a
portfolio of Phoenix Multi-Portfolio Fund. As compensation for its services
to Phoenix Real Estate Securities Series and Phoenix Real Estate Securities
Portfolio, respectively, PRS is entitled to a fee, for each Series or
Portfolio, payable monthly, at the annual rate of 0.45% of the average daily
net asset values up to $1 billion; 0.35% of such values between $1 billion
and $2 billion; and 0.30% of such values in excess of $2 billion.
As of June 30, 1995, Phoenix Real Estate Securities Series and Phoenix
Real Estate Securities Portfolio had assets under management of approximately
$5,970,225 and $8,126,178, respectively.
The directors of PIC are Robert W. Fiondella; Martin J. Gavin, Executive
Vice President; Michael E. Haylon, President; Philip R. McLoughlin, Chairman;
Richard C. Shaw, Senior Vice President; and Dona D. Young. The address of
Messrs. Fiondella, McLoughlin, Shaw and Ms. Young is One American Row,
Hartford, Connecticut 06115-2520. The address of Messrs. Gavin and Haylon is
56 Prospect Street, P.O. Box 150480, Hartford, Connecticut 06115-480. The
principal occupation of each director is that of an executive officer of
Phoenix Home Life.
Michael E. Haylon, an officer of the Fund, is an officer and director of
PIC. Philip R. McLoughlin, an officer and Trustee of the Fund, is an officer
and director of PIC. Martin J. Gavin is Executive Vice President of the Fund
and William J. Newman is Senior Vice President of the Fund. Mr. Gavin and Mr.
Newman are Executive Vice Presidents of PIC. Patricia A. Bannan, Curtiss O.
Barrows, Mary E. Canning, James M. Dolan, Jeanne H. Dorey, Christopher J.
Kelleher, William R. Moyer, Amy L. Robinson, Dorothy J. Skaret, James D.
Wehr, and John T. Wilson, Vice Presidents of the Fund, are Vice Presidents of
PIC. Mr. Moyer is Senior Vice President, Finance and Treasurer of PIC.
Robert W. Fiondella, Martin J. Gavin, Michael E. Haylon, Philip R.
McLoughlin, Charles J. Paydos and Dona D. Young, are directors of Equity
Planning, PIC's parent company, which serves as national distributor of the
Contracts and Policies. For the fiscal years ended December 31, 1992, 1993,
and 1994, Equity Planning's gross commissions on sales of Contracts totalled
$11,857,271, $19,102,691 and $19,730,204 respectively. Of the gross selling
commissions on sales of Contracts, $7,838,102, $15,952,949, and $19,711,549
were allowed to dealers during those fiscal years, respectively. For the
fiscal years ended December 31, 1992, 1993 and 1994, Equity Planning's gross
commissions on sales of Policies totalled $4,499,857, $8,665,682, and
$11,827,199 respectively. Of the gross selling commissions on sales of
Policies, $3,048,160, $7,180,939, and $11,815,740 were allowed to dealers
during those fiscal years, respectively.
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The directors of PRS are Robert W. Fiondella; Philip R. McLoughlin, Scott
C. Noble, Charles J. Paydos, David W. Searfoss and Dona D. Young. The address
of Messrs. Fiondella, McLoughlin, Noble, Searfoss and Ms Young is One
American Row, Hartford, Connecticut 06115-2520. The address of Mr. Paydos is
100 Bright Meadow Blvd., Enfield, Connecticut 06083-1900. The principal
occupation of each director is that of an executive officer of Phoenix Home
Life.
Philip R. McLoughlin, an officer and Trustee of the Fund, is a director of
PRS. Mr. Noble, an officer of the Fund, is an officer and director of PRS.
James M. Dolan, Barbara Rubin and Dorothy J. Skaret are Vice Presidents of
the Fund and officers of PRS.
The Investment Advisory Agreements
The Investment Advisory Agreements between the Fund and PIC and between the
Fund and PRS (the "Advisory Agreements") provide that PIC and PRS will serve
as investment advisers to the Fund and to each series of the Fund ("Series")
established and designated by the Trustees which, at August 31, 1995, were
the Bond Series, the Money Market Series, the Growth Series, the Total Return
Series, the Balanced Series, the International Series and the Real Estate
Securities Series.
With respect to the assets of the Bond, Money Market, Growth, Total
Return, Balanced and International Series, PIC acts under an Investment
Advisory Agreement dated January 1, 1993. With respect to the assets of the
Real Estate Securities Series, PRS acts under an Investment Advisory
Agreement dated May 1, 1995. The Advisory Agreements have been approved by
the Trustees, including a majority of the Trustees who are not interested
persons, as that term is defined in the Investment Company Act of 1940, of
the Investment Adviser or of the Fund. The shareholders of the Fund approved
the Advisory Agreements on December 22, 1992 or April 28, 1995. The Advisory
Agreements provide that the Adviser shall furnish continuously an investment
program for the specified Series and any additional Series which becomes
subject to the terms and conditions of the particular Advisory Agreement, and
shall manage the investment and reinvestment of the assets of each Series
subject at all times to the supervision of the Trustees. The Adviser, at its
expense, also furnishes to the Fund, personnel necessary to perform the
functions required to manage the investment and reinvestment of the Fund's
assets (including those required for research, statistical and investment
work). All costs and expenses (other than those specifically referred to as
being borne by the Adviser) incurred in the operation of the Fund are borne
by the Fund or by Phoenix Home Life. Such expenses include, but are not
limited to, all expenses incurred in the operation of the Fund and any
offering of its shares, including, among others, interest, taxes, brokerage
fees and commissions, fees of Trustees
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who are not full-time employees of PIC or PRS or any of its affiliates,
expenses of Trustees' and shareholders' meetings, including the cost of
printing and mailing proxies, expenses of insurance premiums for fidelity and
other coverage, expenses of repurchase and redemption of shares, association
membership dues, charges of custodians, transfer agents, dividend disbursing
agents and financial agents, bookkeeping, auditing and legal expenses. The
Fund or Phoenix Home Life will also pay the fees and bear the expense of
registering and maintaining the registration of the Fund and its shares with
the Securities and Exchange Commission and registering or qualifying its
shares under state or other securities laws and the expense of preparing and
mailing prospectuses and reports to existing shareholders.
Under Advisory Agreements, the Advisers have agreed to reimburse the Fund
for the amount, if any, by which the total operating and management expenses
of any Series (including the Investment Adviser's compensation, but excluding
interest, taxes, brokerage fees and commissions, and extraordinary expenses)
for any fiscal year exceed the level of expenses which such Series is
permitted to bear under the most restrictive expense limitation imposed (and
not waived) on open-end investment companies by any state in which shares of
such Series are then qualified for sale. Currently, the most restrictive
state expense limitation provisions limit such expenses of the Fund to 2.5%
of the first $30 million of average net assets, 2% of the next $70 million of
such net assets and 1.5% of the remaining average net assets. Phoenix Home
Life has agreed, in turn, to reimburse PIC and PRS for any such
reimbursements to the Fund.
PIC (and/or Phoenix Home Life or PHL Variable) has agreed to assume Fund
operating expenses in excess of .15% of average net assets for each Series
except the International Series and the Real Estate Series. PIC (and/or
Phoenix Home Life or PHL Variable) has agreed to reimburse Fund operating
expenses in excess of .40% of average net assets for the International
Series. PRS (and/or Phoenix Home Life or PHL Variable) has agreed to
reimburse Fund operating expenses in excess of .25% for the Real Estate
Series.
Under its Advisory Agreement with the Fund, PIC is entitled to a fee,
payable within five days after the end of each month, based on an annual
percentage rate of the average of the aggregate daily net asset values of
each Series as follows: for the first $250,000,000 in assets, 0.40%, 0.70%,
0.50%, 0.60%, 0.75% and 0.55% for the Money Market, Growth, Bond, Total
Return, International and Balanced Series respectively; for the next
$250,000,000 in assets, 0.35%, 0.65%, 0.45%, 0.55%, 0.70% and 0.50% for those
Series respectively, and for assets over $500,000,000, 0.30%, 0.60% 0.40%,
0.50%, 0.65% and 0.45% for those Series respectively. Under its Advisory
Agreement with the Fund, PRS is entitled to a fee payable within five days
after the end of each month, based
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on an annual percentage rate of the average of the aggregate daily net asset
values as follows: 0.75% of the first $1 billion; 0.70% of the next $1
billion; and 0.65% of all sums in excess of the foregoing. The amounts
payable to PIC and PRS shall be based upon the average of the values of the
net assets of the Series at the close of business each day, computed in
accordance with the method set forth in the Fund's Declaration of Trust. Such
amounts shall be prorated among the appropriate Series in proportion to their
respective averages of the aggregate daily net asset values for the period
for which the fee had been paid.
For services to the Fund during the fiscal years ended December 31, 1992,
1993 and 1994 PIC received fees of $2,095,423, $4,983,445 and $7,694,188,
respectively. For the fiscal years ended December 31, 1992, 1993, and 1994,
the Fund was reimbursed on a cost basis for expenses of $0, $213,813 and
$208,174, respectively, by Phoenix Home Life or PIC.
The Advisory Agreements provide that PIC and PRS shall not be liable to
the Fund or to any shareholder of the Fund for any error of judgment or
mistake of law or for any loss suffered by the Fund or by any shareholder of
the Fund in connection with the matters to which the Advisory Agreements
relate, except a loss resulting from willful misfeasance, bad faith, gross
negligence or reckless disregard on the part of the Adviser in the
performance of its duties thereunder.
Each Advisory Agreement continues in force from year to year for the
specified Series and any additional Series that may become subject to its
terms and conditions, provided that, with respect to each such Series, the
Advisory Agreements is approved initially by a vote of a majority of the
outstanding voting securities of such Series and thereafter at least annually
by the Trustees or by vote of a majority of the outstanding voting securities
of that Series. In addition, and in either event, the terms of the Advisory
Agreement and any renewal thereof must be approved by the vote of a majority
of Trustees who are not parties to the Advisory Agreement or "interested
persons" (as that term is defined in the Investment Company Act of 1940) of
any such party cast in person at a meeting called for the purpose of voting
on such approval. The Advisory Agreements will each terminate automatically
upon its assignment (within the meaning of the said Investment Company Act)
and may be terminated at any time, without payment of any penalty, either by
the Trustees, or, as to each Series, by a vote of a majority of the
outstanding voting securities of such Series or by the Investment Adviser
upon sixty (60) days' written notice to the Fund.
Portfolio Transactions and Brokerage
In effecting portfolio transactions for all Series of the Fund, each
Investment Adviser adheres to the Fund's policy of seeking best execution and
price,
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determined as described below, except to the extent it is permitted to pay
higher brokerage commissions for "brokerage and research services" as defined
herein. Each Investment Adviser may cause any Series of the Fund to pay a
broker or dealer an amount of commission for effecting securities
transactions in excess of the amount of commission which another broker or
dealer would have charged for effecting that transaction if the Investment
Adviser determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage and research services provided by
such broker or dealer or that any offset of direct expenses of a Series
yields the best net price. As provided in Section 28(e) of the Securities
Exchange Act of 1934, "brokerage and research services" include advice as to
the value of securities, the advisability of investing in, purchasing or
selling securities, the availability of securities or purchasers or sellers
of securities, furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy and
the performance of accounts; and effecting securities transactions and
performing functions incidental thereto (such as clearance and settlement).
Brokerage and research services provided by brokers to any Series of the Fund
or the Investment Advisers are considered to be in addition to and not in
lieu of services required to be performed by the Investment Advisers under
its contract with the Fund and may benefit both other Series of the Fund and
other clients of the Investment Adviser. Conversely, brokerage and research
services provided by brokers to other clients of the Investment Adviser may
benefit one or more Series of the Fund. Where transactions are made in the
over-the-counter market, the Investment Adviser will cause all Series of the
Fund to deal with the primary market makers, unless more favorable prices are
otherwise obtainable.
The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations including, without limitation, the overall direct net economic
result to the Fund (involving both price paid or received and any commissions
and other costs paid), the efficiency with which the transaction is effected,
the ability to effect the transaction at all where a large block is involved,
the availability of the broker to stand ready to execute possibly difficult
transactions in the future and the financial strength and stability of the
broker. Such considerations are judgmental and are weighed by the Investment
Adviser in determining the overall reasonableness of brokerage commissions
paid by the Fund. Sales of investment company shares may be considered in
selecting brokers to effect portfolio transactions. Accordingly, some
portfolio transactions are, subject to the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. and to obtaining best prices
and executions, effected through dealers who sell Contracts or Policies. It
is the present policy of the Fund not to effect any portfolio transactions
with Equity Planning.
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The policy of the Fund with respect to brokerage is reviewed by the
Trustees from time to time. Because of the possibility of further regulatory
developments affecting the securities exchanges and brokerage practices
generally, the foregoing practices may be changed, modified or eliminated.
For the fiscal years ended December 31, 1992, 1993 and 1994, brokerage
commissions paid by the Fund on portfolio transactions totalled $1,434,000,
$2,530,449 and $1,955,000, respectively. None of such commissions was paid to
a broker who was an affiliated person of the Fund or an affiliated person of
such a person or, to the knowledge of the Fund, to a broker an affiliated
person of which was an affiliated person of the Fund, its adviser or
underwriter.
Investment decisions for each Series are made independently from those of
any other Series or those of the other investment companies advised by the
Investment Advisers. Simultaneous transactions are inevitable when several
Series and other investment companies are managed by the same investment
adviser, particularly when the same security is suited for the investment
objectives of more than one Series and one or more of the other investment
companies. When two or more Series and one or more of the other investment
companies advised by the Investment Advisers are simultaneously engaged in
the purchase or sale of the same security, the transactions are allocated
among the Series and the other investment companies. It is recognized that in
some cases this system could have a detrimental effect on the price or volume
of the security as far as a particular Series is concerned. In other cases,
however, it is believed that the ability of the Series to participate in
volume transactions will produce better executions for the Series. It is the
opinion of the Board of Trustees of the Fund that the desirability of
utilizing the Investment Advisers as investment advisers to all Series of the
Fund outweighs the disadvantages that may be said to exist from simultaneous
transactions.
For the fiscal year ended December 31, 1992, the portfolio turnover rates
for the Bond Series, Growth Series, Total Return Series, Balanced and
International Series were 166%, 214%, 326%, 110%, and 74%, respectively. For
the fiscal year ended December 31, 1993, the portfolio turnover rates for the
Bond Series, Growth Series, Total Return Series, Balanced and International
Series were 169%, 185%, 269%, 161%, and 193%, respectively. For the fiscal
year ended December 31, 1994, the portfolio turnover rates for the Bond
Series, Growth Series, Total Return Series, Balanced Series, and
International Series were 181%, 185%, 220%, 171% and 172%, respectively.
10
<PAGE>
PROPOSALS
PROPOSAL 1.
ELECTION OF TRUSTEES
The persons named in the enclosed proxy intend, unless such authority is
withheld, to vote for fixing the number of Trustees at eleven and for the
election as Trustees of the nominees named below. All of the nominees are
presently Trustees of the Fund. The Trustees are recommending that the
shareholders fix the number of Trustees at eleven and elect the eleven
persons whom they have nominated for election as Trustees.
Each of the nominees has agreed to serve as a Trustee if elected. If, at
the time of the meeting, any nominee should be unavailable for election
(which is not presently anticipated), the persons named as proxies may vote
for other persons in their discretion. Trustees will hold office until the
next meeting of shareholders or until the election and qualification of their
successors. Executive officers were elected by the Trustees on February 24,
1993, and will hold office until the first meeting of the Trustees following
the 1995 shareholders' meeting or until the election and qualification of
their successors.
The following table sets forth information as to the principal occupations
during the past five years of nominees for election as Trustees and of the
Fund's executive officers and also sets forth information as to certain other
directorships held by nominees for election as Trustees.
Nominees for Election as Trustees
C. DUANE BLINN, 67, Trustee since 1986. Partner in the law firm of Day,
Berry & Howard; Trustee/Director, the Phoenix Funds; Trustee/Director, the
National Affiliated Investment Companies (May, 1993-December, 1993).
ROBERT CHESEK, 61, Trustee since 1981 (Chairman from 1989 to 1994). Vice
President, Common Stock, Phoenix Home Life Mutual Insurance Company (until
1993); Trustee/Director, the Phoenix Funds; Director and Chairman, Phoenix
Investment Counsel, Inc. (until 1994); Trustee/Director and Chairman, the
National Affiliated Investment Companies (May, 1993-December, 1993).
E. VIRGIL CONWAY, 66, Trustee since 1993. Chairman, Financial Accounting
Standards Advisory Council. Trustee/Director, the Phoenix Funds, Consolidated
Edison Company of New York, Inc., Pace University, Atlantic Mutual Insurance
Company, HRE Properties, Greater New York Councils, Boy Scouts of America,
Union Pacific Corp., Atlantic Reinsurance Company, Centennial Insurance
Company, Josiah Macy, Jr. Foundation, and the Harlem Youth Development
Foundation; Director, Accuhealth, Trism, Inc., Realty Foundation of
11
<PAGE>
New York, and the New York Housing Partnership Development Corp.; Chairman,
Audit Committee of the City of New York; Board Member, Metropolitan
Transportation Authority. Advisory Director, Fund Directions, Blackrock
Mortgage Securities Fund and Blackrock Freddie Mac Mortgage Securities Fund;
Director/Trustee, the National Affiliated Investment Companies (1987-1993);
Director, New York Chamber of Commerce and Industry (1979-1990).
HARRY DALZELL-PAYNE, 66, Trustee since 1993. Trustee/Director, the Phoenix
Funds. Director, Farragut Mortgage Co., Inc. (1991-1994). Consultant, The
Levett Group Holding, Inc. (1989-1990) and independent real estate market
consultant (1982-1990). Director/Trustee, the National Affiliated Investment
Companies (1987-1993); formerly, a Major General of the British Army.
LEROY KEITH, JR., 56, Trustee since 1986. Trustee/Director, the Phoenix
Funds; Trustee, Keystone Liquid Trust, Keystone Tax Exempt Trust, Keystone
Tax Free Fund, Master Reserves Trust and Master Reserves Tax Free Trust;
Director, Keystone International Fund, Inc. Director, Equifax Corporation;
President, Morehouse College (1987-1994); Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993); Director, First
Union Bank of Georgia (1989-1993) and Blue Cross/Blue Shield (1989-1993).
*PHILIP R. McLOUGHLIN, 48, Trustee and President since 1989. Executive
Vice President and Chief Investment Officer, Phoenix Home Life Mutual
Insurance Company; Director/Trustee and President, the Phoenix Funds;
Director and President, Phoenix Equity Planning Corporation; Director,
Phoenix Investment Counsel, Inc. and Phoenix Realty Securities, Inc.;
Director, Chairman and Chief Executive Officer, National Securities &
Research Corporation; Director and President, Phoenix Securities Group, Inc.;
Director/Trustee, the National Affiliated Investment Companies (May,
1993-December, 1993).
JAMES M. OATES, 49, Trustee since 1987. Managing Director, The Wydown
Group; Trustee/Director, the Phoenix Funds; Director, Stifel Financial
Corporation and Govett Worldwide Opportunity Funds Inc.; President and Chief
Executive Officer, Neworld Bank (1984-1994); Director, Massachusetts Bankers
Association (1990-1993); Director/Trustee, the National Affiliated Investment
Companies (May, 1993-December, 1993); Director, Savings Bank Life Insurance
Company (1988-1994).
PHILIP R. REYNOLDS, 68, Trustee since 1986. Director, Vestaur Securities,
Inc. (mutual fund); Trustee and Treasurer, J. Walton Bissell Foundation,
Inc.; Trustee/Director, the Phoenix Funds; Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993). Director until
1989:
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<PAGE>
Phoenix Investment Counsel, Inc. and Phoenix Equity Planning Corporation;
Executive Vice President, Phoenix Home Life Mutual Insurance Company (until
1989).
HERBERT ROTH, JR., 66, Trustee since 1986. Trustee/Director, the Phoenix
Funds; Director, Phoenix Home Life Mutual Insurance Company, Boston Edison
Company, Landauer, Inc. (medical services), Tech Ops./Sevcon Inc. (electronic
controllers), and Mark IV Industries (diversified manufacturer); Director,
Key Energy Group (oil rig service)(1988-1994); Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993).
RICHARD E. SEGERSON, 49, Trustee since 1993. Trustee/Director, the Phoenix
Funds; Vice President and General Manager, Coats & Clark, Inc. (previously
Tootal American, Inc.)(1991-1993); Director/Trustee, the National Affiliated
Investment Companies (1984-1993); Consultant, Tootal Group (1989-1991).
LOWELL P. WEICKER, JR., 64, Trustee since 1995. Trustee/Director, the
Phoenix Funds; Chairman, Dresing, Lierman, Weicker; Governor, State of
Connecticut (1991-1995); President, Research! America (1988-1990).
*Indicates that the nominee is an "interested person" of the Fund, as that
term is defined in the Investment Company Act of 1940. Mr. McLoughlin is a
trustee and therefore an "interested person" of the Fund's Investment Adviser
and, as such, is an "interested person" of the Fund.
Executive Officers
(Other than Philip R. McLoughlin, President who is described above.)
MARTIN J. GAVIN, 45, Executive Vice President since 1995. Senior Vice
President, Investment Products, Phoenix Home Life Mutual Insurance Company.
Executive Vice President and Director, Phoenix Investment Counsel, Inc.,
Phoenix Securities Group, Inc., and Phoenix Equity Planning Corporation.
Director, W.S. Griffith & Co., Inc. and Townsend Financial Advisers, Inc.
Director and Vice President, PM Holdings, Inc. Executive Vice President,
Phoenix Funds.
MICHAEL E. HAYLON, 37, Executive Vice President since 1995. Senior Vice
President, Securities Investments, Phoenix Home Life Mutual Insurance
Company. Executive Vice President, Phoenix Funds. Director and President,
Phoenix Investment Counsel, Inc. Director and Executive Vice President,
National Securities & Research Corporation. Various positions with Phoenix
Home Life Mutual Insurance Company (1990-1993).
WILLIAM J. NEWMAN, 56, Senior Vice President since 1995. Vice President,
Common Stock, and Chief Investment Strategist, Phoenix Home
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Life Mutual Insurance Company. Chief Investment Strategist, Kidder, Peabody
Co., Inc. (until 1994). Managing Director, Head of Equities, Bankers Trust
(until 1993).
PATRICIA A. BANNAN, 33, Vice President since 1987. Vice President, Common
Stock, Phoenix Home Life Mutual Insurance Company. Vice President, Phoenix
Series Fund and Phoenix Investment Counsel, Inc. Director and Executive Vice
President, National Securities & Research Corporation. Various positions with
Phoenix Home Life Mutual Insurance Company (1982-1992).
CURTISS O. BARROWS, 44, Vice President since 1986. Portfolio Manager,
Public Bonds, Phoenix Home Life Mutual Insurance Company. Vice President,
Phoenix Series Fund, Phoenix Investment Counsel, Inc., and National
Securities & Research Corporation. Various positions with Phoenix Home Life
Mutual Insurance Company (1985-1991).
MARY E. CANNING, 39, Vice President since 1987. Associate Portfolio
Manager, Common Stock, Phoenix Home Life Mutual Insurance Company. Vice
President, Phoenix Series Fund and Phoenix Investment Counsel, Inc.
JAMES M. DOLAN, 46, Vice President since 1994. Vice President and
Compliance Officer and Assistant Secretary, Phoenix Equity Planning
Corporation. Vice President, Phoenix Funds. Vice President, Assistant Clerk
and Assistant Secretary, Phoenix Investment Counsel, Inc. Vice President and
Compliance Officer, Assistant Secretary, National Securities & Research
Corporation. Vice President and Compliance Officer, Phoenix Realty Advisors,
Inc. Chief Compliance Officer, Phoenix Realty Securities, Inc.
JEANNE H. DOREY, 34, Vice President since 1993. Portfolio Manager,
International, Phoenix Home Life Mutual Insurance Company. Vice President,
Phoenix Investment Counsel, Inc., Phoenix Multi-Portfolio Fund, Phoenix
Worldwide Opportunities Fund and National Securities & Research Corporation.
CHRISTOPHER J. KELLEHER, 40, Vice President since 1989. Portfolio Manager,
Public Bonds, Phoenix Home Life Mutual Insurance Company. Vice President,
Phoenix Series Fund, Phoenix Investment Counsel, Inc., and National
Securities & Research Corporation. Various positions with Phoenix Home Life
Mutual Insurance Company (1989-1991).
WILLIAM R. MOYER, 51, Vice President since 1993. Vice President,
Investment Products, Finance, Phoenix Home Life Mutual Insurance Company.
Senior Vice President, Finance, and Treasurer, Phoenix Equity Planning
Corporation and National Securities & Research Corporation. Senior Vice
President, Finance and Treasurer, Phoenix Investment Counsel, Inc. Vice
President, the Phoenix Funds. Senior Vice President, Finance, Phoenix
Securities Group, Inc. Senior Vice President, Chief Financial Officer and
Treasurer, W.S. Griffith & Co.,Inc. and Townsend Financial Advisers, Inc.
14
<PAGE>
SCOTT C. NOBLE, 49, Vice President since 1995. Senior Vice President, Real
Estate, Phoenix Home Life Mutual Insurance Company. Director and President,
Phoenix Realty Advisors, Inc., and Phoenix Founders, Inc. Director, President
and Chief Executive Officer, Phoenix Realty Group, Inc., Phoenix Realty
Investors, Inc. and Phoenix Realty Securities, Inc. Director and Executive
Vice President, Phoenix Real Estate Securities, Inc. Vice President, Phoenix
Multi-Portfolio Fund.
C. EDWIN RILEY, 41, Vice President since 1995. Portfolio Manager, Phoenix
Home Life Mutual Insurance Company. Vice President, Phoenix Total Return
Fund, Inc. Various positions with Nationsbank Investment Management
(1981-1995).
AMY L. ROBINSON, 39, Vice President since 1989. Managing Director,
Securities Administration, Phoenix Home Life Mutual Insurance Company. Vice
President, Phoenix Series Fund, Phoenix Investment Counsel, Inc. and National
Securities & Research Corporation. Various positions with Phoenix Home Life
Mutual Insurance Company (1979-1994).
BARBARA RUBIN, 42, Vice President since 1995. Vice President, Real Estate,
Phoenix Home Life Mutual Insurance Company. Vice President, Phoenix
Multi-Portfolio Fund, Phoenix Real Estate Securities, Inc., Phoenix American
Life Insurance Company and 238 Columbus Blvd.,Inc. Director, Phoenix Home
Life Federal Credit Union and VNA Health Care, Inc. Executive Vice President,
Phoenix Realty Group, Inc. President, Phoenix Realty Securities, Inc.
Director and Vice President, Phoenix Founders, Inc. Various positions with
Phoenix Home Life Mutual Insurance Company (1986-1994).
LEONARD J. SALTIEL, 41, Vice President since 1994. Vice President,
Investment Operations, Phoenix Home Life Mutual Insurance Company. Senior
Vice President, Phoenix Equity Planning Corporation. Vice President, Phoenix
Funds and National Securities & Research Corporation. Various positions with
Phoenix Home Life Mutual Insurance Company (1992-1994).
DOROTHY J. SKARET, 43, Vice President since 1990. Director, Public Fixed
Income, Phoenix Home Life Mutual Insurance Company. Vice President, Phoenix
Series Fund, Phoenix Investment Counsel, Inc.,National Securities & Research
Corporation, and Phoenix Realty Securities, Inc. Various positions with
Phoenix Home Life Mutual Insurance Company (1986-1991).
JAMES D. WEHR, 38, Vice President since 1990. Managing Director, Public
Fixed Income, Phoenix Home Life Mutual Insurance Company. Vice President,
Phoenix Multi-Portfolio Fund, Phoenix Series Fund, Phoenix California
Tax-Exempt Bonds, Inc., Phoenix Investment Counsel, Inc., and National
Securities & Research Corporation. Various positions with Phoenix Home Life
Mutual Insurance Company (1981-1991).
15
<PAGE>
JOHN T. WILSON, 32, Vice President since 1994. Portfolio Manager, Common
Stock, Phoenix Home Life Mutual Insurance Company. Vice President, Phoenix
Worldwide Opportunities Fund, Phoenix Multi-Portfolio Fund, Phoenix
Investment Counsel, Inc. and National Securities & Research Corporation.
Various positions with Phoenix Home Life Mutual Insurance Company
(1994-present).
NANCY G. CURTISS, 42, Treasurer since 1994. Second Vice President and
Treasurer, Fund Accounting, Phoenix Home Life Mutual Insurance Company. Vice
President, Fund Accounting, Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds. Various positions with Phoenix Home Life Mutual Insurance
Company (1978-1994).
G. JEFFREY BOHNE, 47, Secretary since 1993. Secretary, Vice President and
General Manager, Phoenix Home Life Mutual Insurance Company. Vice President,
Transfer Agent Operations, Phoenix Equity Planning Corporation. Secretary,
Phoenix Funds. Vice President, Home Life of New York Insurance Co.
(1984-1992).
Audit and Executive Committees
The Board of Trustees has an Audit Committee and an Executive Committee. The
members are appointed at the first meeting of the Board following a meeting
of shareholders at which Trustees are elected. The Board of Trustees has no
nominating or similar committee.
The members of the Audit Committee of the Fund include only Trustees who
are not interested persons of the Fund. The current members of the Audit
Committee are Messrs. C. Duane Blinn, E. Virgil Conway, James M. Oates,
Herbert Roth, Jr., Richard E. Segerson and Lowell P. Weicker, Jr. none of
whom is an interested person, as that term is defined in the Investment
Company Act of 1940, of the Fund. The Committee held four meetings during the
fiscal year ended December 31, 1994.
The Audit Committee meets with the Fund's auditors to review the scope of
auditing procedures, the adequacy of internal controls, compliance by the
Fund with the accounting, recordkeeping and financial reporting requirements
of the Investment Company Act of 1940, and the possible effect on Fund
operations of any new or proposed tax or other regulations applicable to
investment companies. The Committee reviews services provided under the
Advisory Agreements and other service agreements to determine if the Fund is
receiving satisfactory services at reasonable prices; reviews and recommends
policies and practices relating to principles to be followed in the conduct
of Fund operations; makes an annual recommendation concerning the appointment
of auditors and approves all services provided by auditors. The Audit
Committee reports the results of its inquiries to the Board of Trustees.
16
<PAGE>
The Executive Committee consists of three Directors, two of whom are not
interested persons of the Fund. The Executive Committee is empowered to act
for the Board on matters that can be delegated to a committee. The Executive
Committee meets on an as-needed basis as appropriate between Board meetings.
Five meetings of the Board of Trustees of the Fund were held during the
fiscal year ended December 31, 1994. Each Trustee holding office in 1994
attended 100% of the meetings of the Board. Each Trustee who served on the
Audit or Executive Committee attended 100% of the Committee's meetings.
For services rendered to the Fund during the fiscal year ended December
31, 1994, the Trustees who were not interested persons of the Fund received
an aggregate of $81,162 as Trustees' fees. Each Trustee who is not a
full-time employee of PIC or PRS or any of their affiliates currently
receives for his services on the Boards of the relevant Phoenix Funds, a
retainer at the annual rate of $30,000 and $2,000 per joint meeting of the
Boards. Each Trustee who serves on the Audit Committee receives a retainer at
the annual rate of $2,000 and $2,000 per joint Audit Committee meeting
attended. Each Trustee who serves on the Executive Committee and who is not
an interested person of the Fund receives a retainer at the annual rate of
$1,000 and $1,000 per joint Executive Committee meeting attended. For the
Fund alone, each Trustee who is not a full-time employee of the Advisers or
any of their affiliates receive for his services a retainer at the annual
rate of $3,000 and a fee of $200 per meeting attended; each Trustee who
serves on the Audit Committee of the Fund receives a retainer at the annual
rate of $200 and $200 per Audit Committee meeting attended; and each Trustee
who serves on the Executive Committee and who is not an interested person of
the Fund receives a retainer at the annual rate of $100 and $1,000 per joint
Executive Committee meeting attended. Officers are compensated for their
services by the Investment Advisers or Phoenix Home Life and receive no
compensation from the Fund.
17
<PAGE>
For the Fund's last fiscal year, the Trustees received the following
compensation:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Benefits Estimated From Fund
Accrued Annual and Fund
Aggregate as Part of Benefits Complex (10
Compensation Fund Upon Funds) Paid
Name From Fund Expenses Retirement to Trustees
---------------------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
C. Duane Blinn $2,000* $50,000
Robert Chesek $1,600 $40,000
E. Virgil Conway $2,080 $52,000
Harry Dalzell-Payne $1,680 $42,000
Leroy Keith, Jr. $1,680 None None $42,000
Philip R. McLoughlin $0 for any for any $0
James M. Oates $2,000 Trustee Trustee $50,000
Philip R. Reynolds $1,680 $42,000
Herbert Roth, Jr. $2,160* $54,000
Richard E. Segerson $2,000 $50,000
</TABLE>
*This compensation (and the earnings thereon) was deferred to the Trustees
Deferred Compensation Plan.
THE TRUSTEES RECOMMEND A VOTE "FOR" THE ELECTION
OF THE NOMINEES FOR TRUSTEES
PROPOSAL 2.
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
On the recommendation of the Audit Committee, the Trustees (including a
majority of those Trustees who are not interested persons of the Fund) have
selected Price Waterhouse LLP, independent accountants, as auditors for the
Fund for the fiscal year ending December 31, 1995. The Fund has been advised
that neither such firm nor any of its partners has any financial interest in
the Fund. The selection of auditors is subject to ratification or rejection
by the shareholders at the meeting.
A representative of Price Waterhouse LLP, auditors for the Fund for the
fiscal year ended December 31, 1994, will be present at the meeting. The
representative will have the opportunity to make a statement and will be
available to respond to appropriate questions.
18
<PAGE>
The Fund's auditors examine the financial statements of the Fund annually,
issue reports on internal controls and procedures for inclusion in Securities
and Exchange Commission filings for the year, review the Fund's semi-annual
financial statements and prepare or review the Fund's income tax returns.
THE TRUSTEES RECOMMEND A VOTE "FOR" RATIFICATION
OF THE SELECTION OF AUDITORS
PROPOSAL 3.
TO APPROVE OR NOT APPROVE A CHANGE
IN THE FUND'S INVESTMENT RESTRICTION REGARDING
ILLIQUID SECURITIES
On March 12, 1992, the Securities and Exchange Commission ("SEC")
published revisions to its guidelines which increased from 10% to 15% the
percentage of total net assets that investment companies could invest in
illiquid securities such as certain restricted securities (securities that
have been issued without being registered with the SEC) and securities for
which market value quotations are not readily available. This change was
designed to give investment companies additional flexibility and to allow
them to participate to a greater extent in the capital formation activities
of small businesses. This change in the illiquid securities limit
theoretically increases the risk that the Fund might not have sufficient
liquidity to meet all contingencies. However, the SEC has indicated that the
15% standard should satisfactorily assure that funds will be able to make
timely payment for redeemed shares and the Board of Trustees has made this
determination with respect to the Fund.
The Fund's investment restriction, which contains a reference to the 10%
limit in place prior to March 12, 1992, can only be changed with the approval
of the shareholders. If this change is approved, the Fund's investment
restriction number 6 would read as follows:
[The Fund may not:]
"(6) Invest in illiquid securities in an amount greater than 15% of the
value of any Series' portfolio at the time any such investment is made."
[changes underscored]
THE TRUSTEES RECOMMEND A VOTE "FOR" APPROVAL OF THE CHANGE TO THE FUND'S
INVESTMENT RESTRICTION REGARDING ILLIQUID SECURITIES
PROPOSAL 4.
MISCELLANEOUS
As of the date of this Proxy Statement, the Fund's management knows of no
other matters to be brought before this meeting. However, if other matters
19
<PAGE>
properly come before this meeting, the persons named in the enclosed proxy
will vote in accordance with their judgment on such matters.
VOTES REQUIRED
The shares of all Series will be voted together with respect to the
Proposals. The Vote of a Majority of the Outstanding Shares of the Fund (as
defined in the 1940 Act) is necessary for the election of Trustees (Proposal
1), selection of auditors (Proposal 2) and to change the Fund's investment
restrictions (Proposal 3). For this purpose, the Vote of a Majority of the
Outstanding Shares of the Fund means the lesser of (A) the vote of 67% or
more of the holders of the shares of the Fund present at the meeting if the
holders of more than 50% of the outstanding shares are present or represented
by proxy or (B) the vote of the holders of more than 50% of the outstanding
shares of the Fund.
PROPOSALS FOR NEXT MEETING OF SHAREHOLDERS
The next meeting of Shareholders is scheduled to be held in 1998.
Proposals by any Shareholder of the Fund which are intended to be presented
at the meeting must be received by the Fund for inclusion in its proxy
statement and form of proxy relating to such meeting on or before February
15, 1998.
By Order of the Board of Trustees,
G. Jeffrey Bohne, Secretary
Greenfield, Massachusetts
September 14, 1995
20
<PAGE>
THE PHOENIX EDGE SERIES FUND PROXY
The undersigned shareholder of The Phoenix Edge Series Fund (the
"Fund"), hereby constitutes and appoints Philip R. McLoughlin, Patricia O.
McLaughlin and Richard J. Wirth, and any and each of them, proxies and attorneys
of the undersigned, with power of substitution to each, for and in the name of
the undersigned to vote and act upon all matters (unless and except as expressly
limited below) at the Special Meeting of Shareholders of the Fund to be held on
October 26, 1995 at the offices of the Fund, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments thereof, with respect to all
shares of the Fund for which the undersigned is entitled to provide instructions
or with respect to which the undersigned would be entitled to provide
instructions or act, with all the powers the undersigned would possess if
personally present and to vote with respect to specific matters as set forth
on the reverse. Any proxies heretofore given by the undersigned with respect to
said meeting are hereby revoked.
The signature on this Proxy should correspond exactly with the
shareholder's name as it appears hereon. In the case of joint tenancies,
co-executors or co-trustees, all should sign. Persons signing as attorney,
executor, administrator, trustee or guardian should give their full title.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
PROPOSAL 1. ELECTION OF TRUSTEES
Withhold For All
For Authority Except*
To fix the number of Trustees at
eleven and elect Trustees (except
as marked to the contrary below) [ ] [ ] [ ]
D. Blinn, R. Chesek, V. Conway, H. Dalzell-Payne, L. Keith, P. McLoughlin,
J. Oates, P. Reynolds, H.Roth, R.Segerson and L. Weicker.
*(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "FOR ALL EXCEPT" box and strike a line through the nominee's name. Unless
authority is withheld to vote for all nominees, the persons named as proxies
shall vote to fix the number of Trustees at eleven.)
PROPOSAL 2. RATIFICATION OF SELECTION OF PRICE WATERHOUSE LLP AS AUDITORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 3. APPROVAL OF REVISED RESTRICTION CONCERNING
ILLIQUID SECURITIES
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES WHO RECOMMEND
A VOTE "FOR" EACH OF THE PROPOSALS
SPECIFY DESIRED ACTION BY CHECK MARK IN THE APPROPRIATE SPACE. IN THE ABSENCE OF
SUCH SPECIFICATION, THE PERSONS NAMED PROXIES HAVE DISCRETIONARY AUTHORITY,
WHICH THEY INTEND TO EXERCISE BY VOTING SHARES REPRESENTED BY THIS PROXY FOR THE
ELECTION OF TRUSTEES AND IN FAVOR OF THE PROPOSALS. PLEASE RETURN THIS PROXY
CARD PROMPTLY BY USING THE ENCLOSED ENVELOPE.
Please be sure to sign and date this Proxy. Date --------------------
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
