SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
PHOENIX-OAKHURST INCOME & GROWTH FUND
--------------------
(Name of Registrant as Specified in its Charter)
Pamela S. Sinofsky
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PHOENIX EQUITY PLANNING CORPORATION 101 Munson Street Toll Free 800 243-1574
PO Box 88
Greenfield, MA 01302-0088
[GRAPHIC OMITTED][LOGO] PHOENIX INVESTMENT PARTNERS
June 29, 2000
Dear Shareholder:
We are pleased to enclose the proxy statement for the August 17, 2000
special shareholders meeting of your Fund. Please take the time to read the
proxy statement and cast your vote, because the changes we are requesting are
important to the Fund and to you as a shareholder.
We are asking shareholders to approve a tax-free reorganization of the Fund
into a Delaware business trust. This is part of our effort to integrate the
entire Phoenix family of mutual funds by adopting a single business form,
domicile, form of charter and fundamental investment restrictions. We think this
effort offers the opportunity for operational efficiencies that will benefit all
shareholders. The reorganization will not change your Fund's name, investment
adviser or its portfolio manager, and the value of your investment immediately
after the reorganization will be the same as it was immediately before the
reorganization.
Your Board of Trustees believes that the proposed reorganization is in the
best interests of the shareholders and has unanimously recommended that
shareholders of the Fund vote for the reorganization and for the other matters
identified in the proxy statement and proxy. Should you have any questions,
please feel free to call us at 1(800) 243-1574. We will be happy to answer any
questions you may have.
I URGE EACH SHAREHOLDER TO PROMPTLY MARK, SIGN AND RETURN THE ENCLOSED
PROXY.
Sincerely,
/s/Philip R. McLoughlin
Philip R. McLoughlin
President, Phoenix Funds
This letter has been prepared solely for the information of existing
shareholders. This letter is not authorized for distribution to prospective
investors.
Mutual funds distributed by Phoenix Equity Planning Corporation.
<PAGE>
PHOENIX-OAKHURST INCOME & GROWTH FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
1 (800) 243-1574
--------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 17, 2000
To the Shareholders:
A special meeting of shareholders of Phoenix-Oakhurst Income & Growth Fund
(the "Fund") will be held at the offices of the Fund, 101 Munson Street,
Greenfield, Massachusetts 01301 on August 17, 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 Fund
into a Delaware business trust.
(2) To consider and act upon any other business as may properly come before
the meeting and any adjournments thereof.
You are entitled to vote at the meeting and any adjournment(s) if you
owned shares of the Fund at the close of business on June 19, 2000.
Whether or not you plan to attend the meeting in person, please vote your
shares. As a convenience to our shareholders, you may now vote in any one of the
following ways:
o By telephone, with a toll-free call to the number listed on the
enclosed proxy card and following recorded instructions;
o By mail, with the enclosed proxy card and postage-paid envelope; or
o In person at the meeting.
We encourage you to vote by telephone, using the control number that
appears on your enclosed proxy card. Use of telephone voting will reduce the
time and costs associated with this proxy solicitation. Whichever method you
choose, please read the enclosed proxy statement carefully before you vote.
PLEASE RESPOND - WE ASK THAT YOU VOTE PROMPTLY IN ORDER
TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
YOUR VOTE IS IMPORTANT.
By Order of the Board of Trustees
of Phoenix-Oakhurst Income & Growth Fund,
G. JEFFREY BOHNE
Secretary
<PAGE>
PHOENIX-OAKHURST INCOME & GROWTH FUND
PROXY STATEMENT
MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the solicitation
by the Board of Trustees of Phoenix-Oakhurst Income & Growth Fund (the "Fund")
of proxies to be used at a meeting of the shareholders of the Fund and at any
adjournment(s) thereof.
The purpose of the meeting is to consider a plan to reorganize the Fund
from a Massachusetts business trust into a new Delaware business trust (the
"Delaware Trust"). To accomplish the reorganization, the Delaware Trust has been
formed and the Fund will be established (the "New Fund") as an individual series
of the Delaware Trust. The New Fund will have the same classes of shares as the
classes of the existing Fund. A form of the Agreement and Plan of Reorganization
is attached as Appendix A.
The reorganization will not change the Fund's name, investment objective or
principal investment strategy, investment adviser, independent accountants or
fiscal year. Each shareholder will own the same number of shares of the New Fund
immediately after the reorganization as the number of Fund shares owned by the
shareholder on the closing of the reorganization. The New Fund will offer the
same shareholder services as the Fund.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about June 29, 2000.
VOTING INFORMATION
Shareholders of record of the Fund at the close of business on June 19,
2000 will be entitled to vote at the meeting or at any adjournments thereof. On
that date, there were issued and outstanding 70,291,573.249 shares of the Fund.
Shareholders are entitled to one vote for each share held and a
proportionate vote for each fractional share held. The holders of a majority of
the outstanding shares of the Fund entitled to vote shall constitute a quorum
for the meeting. A quorum being present, the approval of the reorganization
proposal requires the vote of a majority of the shares of the Fund entitled to
vote. The reorganization will not take place unless the Fund approves the
reorganization proposal. If the reorganization is not approved by the Fund, the
Fund will continue as a Massachusetts business trust and the Board of Trustees
of the Fund may consider other alternatives that it views as being in the best
interests of the shareholders of the Fund.
For purposes of determining the presence of a quorum for transacting
business at the meeting and for determining whether sufficient votes have been
received for approval of the proposal 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 the 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 proposal.
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of the proposal 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 proposal, 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. The persons named as proxies will vote those
proxies that such persons are required to vote FOR the proposal in favor of such
an adjournment and will vote those proxies required to be voted AGAINST the
reorganization proposal against such adjournment.
The meeting may be adjourned from time to time by the vote of a majority of
the shares represented at the meeting, whether or not a quorum is present. If
the meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting at which the adjournment is taken, unless a new record
date of the adjourned meeting is fixed. At any adjourned meeting, the Fund may
transact any business which might have been transacted at the original meeting.
<PAGE>
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 the reorganization
proposal, the shares will be voted in favor of the reorganization 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 Fund 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 Fund
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.
APPRAISAL RIGHTS
The Declaration of Trust for the Fund provides shareholders with appraisal
rights in connection with the sale of assets of the Fund. However, the staff of
the Securities and Exchange Commission ("SEC") has taken the position that any
rights to appraisal arising under state law are preempted by the provisions of
the Investment Company Act of 1940 (the "1940 Act") and Rule 22c-1 thereunder.
Rule 22c-1 generally requires that shares of a registered open-end investment
company be valued at their next determined net asset value. For purposes of this
proxy statement, the "1940 Act" includes the rules and regulations of the SEC
issued under that Act.
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 Fund may also use a proxy
solicitation firm 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 Fund for their reasonable
expenses in sending proxy material to beneficial owners of shares of the Fund.
The cost of the solicitation of proxies will be borne by the Fund. D.F. King and
Co., Inc., a proxy solicitation firm, has been engaged by the Fund to act as
solicitor and will receive fees estimated at $8,000, plus reimbursement of
out-of-pocket expenses.
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 June 14, 2000 with respect
to each person who owns of record or is known by the Fund to own of record or
beneficially own 5% or more of any class of shares of the Fund:
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER CLASS OF SHARES PERCENTAGE OF CLASS NUMBER OF SHARES
------------------- --------------- ------------------- ----------------
<S> <C> <C> <C>
MLPF&S for the Sole Benefit of its Class B 10.06% 2,256,790.3140
Customers
Attn.: Fund Administration
4800 Deer Lake Dr. E. 3rd Fl.
Jacksonville, FL 32246-6484
Phoenix Equity Planning Corp. Class C 30.55% 10,581.3250
c/o Gene Charon, Controller
100 Bright Meadow Blvd.
Enfield, CT 06082-1957
Resources Trust Co. Cust. Class C 14.32% 4,961.8020
FBO Lucia J. Carpenter Dean
P.O. Box 5900
Denver, CO 80217-5900
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER CLASS OF SHARES PERCENTAGE OF CLASS NUMBER OF SHARES
------------------- --------------- ------------------- ----------------
<S> <C> <C> <C>
PaineWebber FBO Class C 13.61% 4,714.6440
Betty Jean Jessup
2191 Spring Walk Court
Atlanta, GA 30341-1653
First Trust Corp. TTEE Class C 7.62% 2,640.5490
FBO Dale M. Lawson
P.O. Box 173301
Denver, CO 80217-3301
PaineWebber FBO Class C 5.98% 2,071.1490
Alice D. Gamelli
2146 Westfield St.
West Springfield, MA 01089-2009
Donaldson Lufkin Jenrette Class C 5.28% 1,829.6650
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
</TABLE>
On June 14, 2000, the Trustees and officers as a group owned beneficially
less than one percent of the Fund's outstanding shares.
A COPY OF THE TRUST'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER UPON REQUEST TO PHOENIX EQUITY
PLANNING CORPORATION, 100 BRIGHT MEADOW BOULEVARD, P.O. BOX 2200, ENFIELD,
CONNECTICUT 06083-2200. SHAREHOLDERS MAY ALSO CALL PHOENIX EQUITY PLANNING
CORPORATION TOLL-FREE AT (800) 243-4361.
REASONS FOR THE PROPOSED 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 (the "Phoenix Funds") would 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 Fund. 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 Trustees the ability to adapt the
Delaware Trust to future contingencies; for example, the Trustees will have the
power to amend the Delaware trust instrument, merge or consolidate the New Fund
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. 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 Fund's current Massachusetts trust instrument and the
proposed Delaware trust instrument, see "Certain Comparative Information about
the Fund and the Delaware Trust" on page 10.
3
<PAGE>
The New Fund has fundamental investment restrictions which are expected to
become standard for all of the Phoenix Funds. These restrictions differ in
certain respects from those of the existing Fund. Phoenix believes that
increased standardization of fundamental investment restrictions will help to
promote operational efficiencies and facilitate monitoring of compliance with
the restrictions. Phoenix does not presently anticipate that the use of
different investment restrictions will have any material impact on the
investment techniques employed by the New Fund. For a more detailed comparison
of the current and proposed fundamental investment restrictions, see
"Comparative Investment Restrictions" on page 5.
THE AGREEMENT AND PLAN OF REORGANIZATION
The reorganization will consist of several steps that will occur on a
closing date following shareholder approval. First, the Fund will transfer all
of its assets to the New Fund in exchange solely for all of the shares of the
New Fund. The New Fund will also assume all of the liabilities of the Fund.
Immediately thereafter, the Fund will liquidate and distribute shares of the New
Fund to its shareholders in exchange for their shares of the Fund. This will be
accomplished by opening an account on the books of the New Fund in the name of
each shareholder of record of the Fund and by crediting to each account the
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 Fund and the Delaware Trust of an opinion of counsel as to
certain federal income tax aspects of the reorganization and (b) the approval of
the reorganization agreement by the shareholders of the Fund. The reorganization
agreement may be terminated and the reorganization abandoned at any time, before
or after approval by the shareholders of the Fund 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 Fund without shareholder approval.
The closing of the reorganization is scheduled to occur on the first Monday
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 August 28, 2000.
The reorganization agreement authorizes the Fund, as the sole shareholder
of the 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 Phoenix; and
o ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants for the New Fund.
Following the completion of the reorganization, the Trustees intend to take
all appropriate and necessary action to liquidate and dissolve the Fund under
the laws of the Commonwealth of Massachusetts.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT
THE SHAREHOLDERS APPROVE THE PLAN OF REORGANIZATION.
MANAGEMENT AND OTHER SERVICE PROVIDERS
Phoenix, the current adviser of the Fund, will continue to serve as
investment adviser to the New Fund following the reorganization. The
reorganization agreement authorizes the Fund, while it is the sole shareholder
of the New Fund, to approve a new advisory agreement with Phoenix that is
substantially identical to the current agreement. The rate of advisory fees
payable to Phoenix under the new advisory agreement will be the same as under
the current agreement.
Phoenix acts as the investment adviser for 14 fund companies totaling 38
mutual funds, as subadviser to two fund companies totaling three mutual funds,
and as adviser to institutional clients. Phoenix has acted as an investment
adviser for over sixty years. As of December 31, 1999, Phoenix had approximately
$25.7 billion in assets under management.
All of the outstanding stock of Phoenix is owned by Phoenix Equity Planning
Corporation ("Equity Planning" or "Distributor"), a subsidiary of Phoenix
Investment Partners, Ltd. ("PXP"). PXP is a New York Stock Exchange traded
company that provides investment management and related services to
institutional investors, corporations and individuals
4
<PAGE>
through operating subsidiaries. Phoenix Home Life Mutual Insurance Company of
Hartford, Connecticut is a majority shareholder of PXP.
As compensation for its services, Phoenix receives a fee from the Fund,
which is accrued daily against the value of the Fund's net assets equal to 0.70%
of the Fund's average daily net assets up to $1 billion, 0.65% of the Fund's
average daily net assets from $1 billion to $2 billion and 0.60% of the Fund's
average daily net assets in excess of $2 billion.
The current advisory agreement with Phoenix was last approved by the Board
of Trustees on November 19, 1999. 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 1940 Act.
PricewaterhouseCoopers LLP currently serves as the Fund's independent
accountants and will also serve as independent accountants for the New Fund. The
reorganization agreement authorizes the Fund, while it is the sole shareholder
of the New Fund, to ratify the selection of PricewaterhouseCoopers LLP as the
New Fund's independent accountants. State Street Bank and Trust Company 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
The Fund currently operates on a fiscal year ending April 30. Following the
reorganization, the New Fund will also operate on a fiscal year ending April 30.
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGY
The investment objectives and principal investment strategy of the New Fund
will be identical to the investment objectives and principal investment strategy
of the Fund.
COMPARATIVE INVESTMENT RESTRICTIONS
The Fund is currently subject to certain investment restrictions that
restrict the scope of its investments. As a result of the reorganization,
shareholders will hold an interest in the New Fund with somewhat different
investment restrictions than the Fund. The differences between the fundamental
investment restrictions applicable to the Fund and the fundamental investment
restrictions applicable to the New Fund include the following:
Diversification. The percentage limitations in the Fund's current
diversification restriction apply to all of the Fund's assets. The percentage
limitations in the proposed restriction will apply to only 75% of the assets of
the New Fund. Consequently, 25% of the New Fund's assets are in a basket that is
excluded from the limitations. This would permit the New Fund to invest in a
smaller number of issuers than the Fund is currently permitted to invest in. The
New Fund's restriction is based upon the definition of a "diversified company"
under the 1940 Act.
Concentration. The Fund has an investment restriction prohibiting it from
investing more than 25% of its total assets in any "industry" or "group of
industries." The investment restriction of the New Fund does not limit
investments in any "group of industries." Phoenix believes that by avoiding
potential ambiguities over the definition of a "group of industries," the New
Fund will be subject to a clearer standard that is easier for investors to
understand and investment personnel to follow.
Borrowing. The Fund may not borrow money for any purpose. The New Fund has
greater flexibility to borrow money in that it may borrow up to one-third of its
total assets (including the amount borrowed) from banks, plus an additional 5%
of its total assets from banks or other lenders for temporary purposes. Any
borrowing would exaggerate the effect on the New Fund's net asset value
resulting from any increase or decrease in the market price of securities in the
New Fund's portfolio and, therefore, may increase the volatility of the New
Fund. Money borrowed will be subject to interest and other costs. These costs
may exceed the gain on securities purchased with borrowed funds. The New Fund's
borrowing restriction is based upon the limitations currently imposed on
borrowing by mutual funds by the 1940 Act.
Senior Securities. 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 restriction applicable to the New
Fund clarifies that it is allowed to engage in these activities to the extent
permitted by the SEC or the SEC staff.
Underwriting. The investment restriction on underwriting clarifies that the
New Fund would not violate the restriction if it was deemed an underwriter
simply as a result of the sale of its portfolio securities under the 1933 Act or
any other applicable law.
5
<PAGE>
Real Estate. Under the Fund's current restriction, the Fund may not "deal"
in real estate, except for the purchase of marketable securities of companies
that deal in real estate. The proposed restriction would permit the New Fund to
acquire or lease office space for its own use, although it is not anticipated
that the New Fund will do so. The proposed restriction would also permit the New
Fund to hold and sell real estate acquired as a result of the ownership of
securities (for example, as the holder of a bond in a company that had gone into
bankruptcy). While Phoenix believes this possibility is remote, this change
would provide useful flexibility should such an event occur.
Commodities. The current restriction prohibits the Fund from dealing in
commodities. The restriction applicable to the New Fund permits it to purchase
and sell derivatives that have a value tied to the value of a financial index,
financial instrument or other asset. These derivatives include, for example,
options, futures contracts and options on futures contracts. 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 New Fund. The New Fund's
ability to engage in futures contracts and options on futures remains subject to
applicable rules of the Commodity Futures Trading Commission ("CFTC"). Under
current CFTC rules, the New Fund 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.
Lending. Under the Fund's restriction on lending, the Fund may not make
loans to other persons except that it may lend portfolio securities (up to 25%
of net assets at the time the loan is made) to brokers or dealers or other
financial institutions not affiliated with the Fund or Phoenix, subject to
conditions established by Phoenix. The lending restrictions applicable to the
New Fund do not contain any percentage limitation. The staff of the SEC
currently limits loans of portfolio securities to one-third of a mutual fund's
assets, including any collateral received from the loan. If the SEC staff were
to provide greater flexibility to mutual funds to engage in securities lending
in the future, the New Fund would be able to take advantage of that increased
flexibility. The proposed restriction would permit the New Fund to participate
in an interfund lending program with other registered investment companies. The
current restriction does not allow for interfund lending. Phoenix does not
currently intend to establish an interfund lending program.
Other Restrictions. Unlike the Fund, the New Fund does not have fundamental
investment restrictions relating to joint trades, pledging, purchases of
securities on margin, short sales, purchases of securities of other investment
companies or investments for the purpose of exercising control or management.
Phoenix believes these restrictions were based on the requirements formerly
imposed by state "blue sky" regulations as a condition to registration. These
state laws are no longer applicable to mutual funds.
The table below sets forth the existing fundamental investment restrictions
of the Fund and the new fundamental investment restrictions which will be
applicable to the New Fund if the shareholders approve the proposed
reorganization. Fundamental investment restrictions may be changed only upon
approval by the holders of a majority of the outstanding shares of the Fund, as
defined in the 1940 Act.
6
<PAGE>
<TABLE>
<CAPTION>
------------------------------- ------------------------------------------- ----------------------------------------------
SUBJECT MATTER
RESTRICTION PROPOSED RESTRICTION CURRENT RESTRICTION
------------------------------- ------------------------------------------- ----------------------------------------------
<S> <C> <C>
Diversification The Fund may not, with respect to The Fund may not purchase any securities
75% of its total assets, purchase (other than U.S. Government obligations) if,
securities of an issuer (other than the as a result, more than 5% of the value of
U.S. Government, its agencies, the total assets of the Fund would be
instrumentalities or authorities or invested in securities of a single issuer.
repurchase agreements collateralized
by U.S. Government securities and other The Fund may not purchase any security if,
investment companies), if: (a) such as a result, more than 10% of any class of
purchase would, at the time, cause more securities or more than 10% of the
than 5% of the Fund's total assets taken outstanding voting securities of any issuer
at market value to be invested in the would be held.
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.
------------------------------- ------------------------------------------- ----------------------------------------------
Industry Concentration The Fund may not purchase securities if, The Fund may not invest more than 25% of its
after giving effect to the purchase, more assets in any one industry or group of
than 25% of its total assets would be industries.
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).
------------------------------- ------------------------------------------- ----------------------------------------------
Borrowing The Fund may not borrow money, except (i) The Fund may not borrow money.
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.
------------------------------- ------------------------------------------- ----------------------------------------------
Senior Securities The Fund may not issue "senior The Fund may not issue senior securities.
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.
------------------------------- ------------------------------------------- ----------------------------------------------
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
------------------------------- ------------------------------------------- ----------------------------------------------
SUBJECT MATTER
RESTRICTION PROPOSED RESTRICTION CURRENT RESTRICTION
------------------------------- ------------------------------------------- ----------------------------------------------
<S> <C> <C>
Underwriting The Fund may not underwrite the The Fund may not underwrite the securities
securities issued by other persons, of others.
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.
------------------------------- ------------------------------------------- ----------------------------------------------
Real Estate The Fund may not purchase or sell real The Fund may not deal in real estate except
estate, except that the Fund may (i) that it may purchase marketable securities
acquire or lease office space for its own of companies that deal in real estate or
use, (ii) invest in securities of issuers interests therein including real estate
that invest in real estate or interests investment trusts but, excluding real estate
therein, (iii) invest in mortgage-related limited partnerships.
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.
------------------------------- ------------------------------------------- ----------------------------------------------
Commodities The Fund may not purchase or sell The Fund may not deal in commodities or
commodities or commodity contracts, commodities 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).
------------------------------- ------------------------------------------- ----------------------------------------------
Lending The Fund may not make loans, except that The Fund may not make loans to other persons
the Fund may (i) lend portfolio except that it may lend portfolio securities
securities, (ii) enter into repurchase (up to 25% of net assets at the time the
agreements, (iii) purchase all or a loan is made) to brokers or dealers or other
portion of an issue of debt securities, financial institutions not affiliated with
bank loan participation interests, bank the Fund or the Adviser, subject to
certificates of deposit, bankers' conditions established by the Adviser and
acceptances, debentures or other enter into repurchase transactions (in
securities, whether or not the purchase accordance with the Fund's current
is made upon the original issuance of the Prospectus).
securities and (iv) participate in an
interfund lending program with other
registered investment companies.
------------------------------- ------------------------------------------- ----------------------------------------------
Joint Trading None. The Fund may not participate in any joint
trading accounts.
------------------------------- ------------------------------------------- ----------------------------------------------
Pledging None. The Fund may not pledge, mortgage or
hypothecate any securities or other property.
------------------------------- ------------------------------------------- ----------------------------------------------
Margin None. The Fund may not purchase on margin.
------------------------------- ------------------------------------------- ----------------------------------------------
Short Sales None. The Fund may not engage in short sales.
------------------------------- ------------------------------------------- ----------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
------------------------------- ------------------------------------------- ----------------------------------------------
SUBJECT MATTER
RESTRICTION PROPOSED RESTRICTION CURRENT RESTRICTION
------------------------------- ------------------------------------------- ----------------------------------------------
<S> <C> <C>
Investment Companies None. The Fund may not purchase any security of an
investment trust except for purchases in the
open market where no commission or profit to
a sponsor or dealer results from such
purchases, other than a customary broker's
commission.
------------------------------- ------------------------------------------- ----------------------------------------------
Control None. The Fund may not make an investment for the
purpose of exercising control or management.
------------------------------- ------------------------------------------- ----------------------------------------------
</TABLE>
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the reorganization, the Fund will receive a tax opinion
from its counsel, Goodwin, Procter & Hoar LLP. The tax opinion will provide that
subject to customary assumptions and representations, 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 the Fund solely in exchange for
shares of the 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 the Fund on the transfer of the
assets of the Fund to the New Fund in exchange for New Fund shares and
the assumption by the 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 the Fund's assets acquired by the 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 the Fund in the hands of the 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 New Fund upon the receipt of
the assets of the 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 the Fund upon the
receipt of shares of the New Fund by such shareholders, provided such
shareholders receive solely New Fund shares (including fractional
shares) in exchange for their Fund shares; and
o the aggregate tax basis of the New Fund shares, including any fractional
shares, received by each shareholder of the 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 the Fund will include the
period during which the Fund shares exchanged therefor were held by such
shareholder (provided that the Fund shares were held as a capital asset
on the date of the reorganization).
The Fund 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 the Fund in exchange for New Fund shares, the assumption by the
New Fund of all known liabilities of the Fund, and the distribution of such
shares to shareholders of 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 New Fund
shares such shareholder acquires and the tax basis of such shareholder's Fund
shares.
Shareholders of the Fund 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 Fund should also
consult tax advisers as to state and local tax consequences, if any, of the
reorganization.
9
<PAGE>
COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS
The distribution arrangements of the New Fund will be the same as those of
the Fund. The 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 New Fund in exchange for their shares in the 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 the 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 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 Fund.
Equity Planning serves as the distributor of shares for the Fund and will
also be the distributor of the New Fund. The Delaware Trust will adopt
distribution plans under Rule 12b-1 of the 1940 Act for each class of shares
relating to the sale and promotion of shares of the New Fund and the furnishing
of shareholder services that are substantially identical to the existing
distribution plans for the Fund.
COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES
The New Fund will offer the same shareholder services as the 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 Fund 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
The New Fund will have the same dividend and distribution policy as the
Fund. After the closing of the reorganization, Fund shareholders who currently
have dividends reinvested will continue to have dividends reinvested in the New
Fund. Shareholders who currently have capital gains reinvested will continue to
have capital gains reinvested in the New Fund.
CERTAIN COMPARATIVE INFORMATION ABOUT THE FUND AND THE DELAWARE TRUST
The following is a summary of certain differences between and among the
trust instrument and by-laws of the Fund 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 Fund
and of the trust instrument and by-laws of the Delaware Trust are available to
shareholders without charge upon written request.
General. The Fund was organized as a Massachusetts business trust in June
1986. The Fund is currently governed by an Amended and Restated Master Trust
Agreement dated June 25, 1986, as amended (the "Massachusetts Trust
Instrument"). As a Massachusetts business trust, the Fund'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 June 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 Fund 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 New Fund 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 Fund 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
10
<PAGE>
cause at any meeting of shareholders by a vote of at least two-thirds of
the outstanding shares of the Delaware Trust or by a vote of two-thirds of the
number of Trustees prior to such removal. The Massachusetts Trust Instrument
also provides that any Trustee may be removed by the affirmative vote of the
holders of two-thirds of the outstanding shares. However, a Trustee may be
removed by two-thirds of the remaining Trustees only for cause.
Liability of Trustees and Officers. A Trustee of both the Fund 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 who is
exposed to liability by reason of a claim or demand relating to such person
being a shareholder. The Delaware Trust Instrument expands the shareholder
indemnification provision to include former shareholders.
Shareholder Voting. The voting rights of shareholders of the Fund are based
on the number of shares the shareholder owns. Each holder of a share of the Fund
is entitled to one vote for each whole share and a proportionate fractional vote
for each fractional share. 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.
Shareholder Meetings. The Delaware Trust and the Fund are not required to
hold annual shareholder meetings. Under the Massachusetts Trust Instrument,
shareholders owning at least 10% of the outstanding shares of the Fund may call
a special meeting for any purpose. The Delaware Trust Instrument does not
specifically authorize shareholders to call a special meeting. However, under
the 1940 Act, shareholders owning at least 10% of the outstanding shares of the
Delaware Trust may by written request call a special meeting of shareholders of
the Delaware 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 the New Fund or the Delaware Trust with another
trust, series or other business organization without shareholder approval. Under
the Massachusetts Trust Instrument, a majority of the outstanding shares of the
Fund must approve a merger of the Fund with another business organization, or
the sale or exchange of all or substantially all of the property 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. The 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 holders of at least two-thirds of the
shares of the Fund must approve the termination of the Trust. The termination of
a Fund requires an affirmative vote of the holders of at least two-thirds of the
shares of the Fund.
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 may generally only be amended by the affirmative
vote of the majority of shareholders. The Trustees may amend the Massachusetts
Trust Instrument without shareholder approval to conform the Massachusetts Trust
Instrument to the requirements of applicable federal laws or regulations, or the
requirements of the regulated investment company provisions of the Internal
Revenue Code.
Derivative and Class Actions. Under the Massachusetts Trust Instrument,
shareholders have the power to vote to the same extent as the shareholders of a
Massachusetts 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 Fund or its shareholders. The Delaware Trust Instrument
does not provide shareholders a similar right.
11
<PAGE>
Shareholder Appraisal Rights. The Massachusetts Trust Instrument provides
shareholders with the right to demand an appraisal of the value of their shares
in a merger, consolidation, sale or exchange of assets to the same extent as a
shareholder of a Massachusetts business corporation. The Delaware Trust
Instrument does not provide for shareholder appraisal rights. Appraisal rights
are highly unusual in the context of open-end investment companies, and it is
the position of the SEC that state appraisal rights given to mutual fund
shareholders would violate the 1940 Act.
CERTAIN INFORMATION REGARDING THE TRUSTEES
Federal securities laws require that at least one-half of the Trustees of
the Fund and, following the reorganization, Trustees of the Delaware Trust, be
elected by shareholders. The Fund currently meets this standard. Rather than
call another shareholder meeting to vote on Trustees after the reorganization,
the reorganization agreement authorizes the Fund, while it is the sole
shareholder of the New Fund, to elect the then current Trustees of the Fund,
except for Calvin J. Pedersen, 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
are 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
NAME, ADDRESS AND AGE WITH THE TRUST PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
--------------------------------- --------------------- -----------------------------------------------------------------
<S> <C> <C>
Robert Chesek (66) Trustee Trustee/Director (1981-present) and Chairman (1989-1994),
49 Old Post Road Phoenix Funds. Trustee, Phoenix-Aberdeen Series Fund,
Wethersfield, CT 06109 Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present) and Phoenix-Seneca Funds (2000-present).
--------------------------------- --------------------- -----------------------------------------------------------------
E. Virgil Conway (71) Trustee Chairman, Metropolitan Transportation Authority
9 Rittenhouse Road (1992-present). Trustee/Director, Consolidated Edison
Bronxville, NY 10708 Company of New York, Inc. (1970-present), Pace University
(1978-present), Atlantic Mutual Insurance Company
(1974-present), HRE Properties (1989-present), Greater New
York Councils, Boy Scouts of America (1985-present), Union
Pacific Corp. (1978-present), Blackrock Freddie Mac Mortgage
Securities Fund (Advisory Director) (1990-present),
Centennial Insurance Company (1974-present), Josiah Macy,
Jr., Foundation (1975-present), The Harlem Youth Development
Foundation (1987-present). Chairman, (1998-present),
Accuhealth Trism, Inc. (1994-present), Realty Foundation of
New York (1972-present), and New York Housing Partnership
Development Corp. (1985-present). Vice Chairman, Academy of
Political Science (1985-present). Director/Trustee, Phoenix
Funds (1993-present). Trustee, Phoenix-Aberdeen Series Fund,
Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present) and Phoenix-Seneca Funds (2000-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc. and
Duff & Phelps Utility and Corporate Bond Trust Inc.
(1995-present). Chairman/Member, Audit Committee of the City
of New York (1981-1996). Advisory Director, Blackrock Fannie
Mae Mortgage Securities Fund (1989-1996) and Fund Directions
(1993-1998). Chairman, Financial Accounting Standards
Advisory Council (1992-1995).
--------------------------------- --------------------- -----------------------------------------------------------------
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
--------------------------------- --------------------- -----------------------------------------------------------------
POSITIONS HELD
NAME, ADDRESS AND AGE WITH THE TRUST PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
--------------------------------- --------------------- -----------------------------------------------------------------
<S> <C> <C>
Harry Dalzell-Payne (71) Trustee Director/Trustee, Phoenix Funds (1993-present). Trustee,
The Flat Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Elmore Court Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Elmore, GLOS GL2 6NT, UK Funds (1999-present). Director, Duff & Phelps Utilities
Tax-Free Income Inc. and Duff & Phelps Utility and Corporate
Bond Trust Inc. (1995-present). Formerly a Major General of
the British Army.
--------------------------------- --------------------- -----------------------------------------------------------------
*Francis E. Jeffries (69) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
8477 Bay Colony Dr. Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Apt. 902 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Naples, FL 34108 Funds (2000-present). Director, Duff & Phelps Utilities
Income Inc. (1987-present), Duff & Phelps Utilities Tax-Free
Income Inc. (1991-present) and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1993-present). Director, The
Empire District Electric Company (1984-present). Director
(1989-1997), Chairman of the Board (1993-1997), President
(1989-1993), and Chief Executive Officer (1989-1995),
Phoenix Investment Partners, Ltd.
--------------------------------- --------------------- -----------------------------------------------------------------
Leroy Keith, Jr. (61) Trustee Chairman (1995-present) and Chief Executive Officer
Chairman (1995-1999), Carson Products Company. (1995-present).
Carson Products Company Director/Trustee, Phoenix Funds (1980-present). Trustee,
64 Ross Road Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Savannah, GA 30750 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Equifax Corp. (1991-present)
and Evergreen International Fund, Inc. (1989-present).
Trustee, Evergreen Liquid Trust, Evergreen Tax Exempt Trust,
Evergreen Tax Free Fund, Master Reserves Tax Free Trust, and
Master Reserves Trust.
--------------------------------- --------------------- -----------------------------------------------------------------
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
--------------------------------- --------------------- -----------------------------------------------------------------
POSITIONS HELD
NAME, ADDRESS AND AGE WITH THE TRUST PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
--------------------------------- --------------------- -----------------------------------------------------------------
<S> <C> <C>
*Philip R. McLoughlin (53) Trustee and Chairman (1997-present), Director (1995-present), Vice
President Chairman (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).
--------------------------------- --------------------- -----------------------------------------------------------------
Everett L. Morris (72) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Duff & Phelps Utilities
Tax-Free Income Inc. (1991-present) and Duff & Phelps
Utility and Corporate Bond Trust Inc. (1993-present).
--------------------------------- --------------------- -----------------------------------------------------------------
*James M. Oates (54) Trustee Chairman, IBEX Capital Markets, Inc. (formerly, IBEX Capital
Managing Director Markets LLC) (1997-present). Managing Director, Wydown Group
The Wydown Group (1994-present). Director, Phoenix Investment Partners, Ltd.
IBEX Capital Markets, Inc. (1995-present). Director/Trustee, Phoenix Funds
60 State Street (1987-present). Trustee, Phoenix-Aberdeen Series Fund,
Suite 950 Phoenix Duff & Phelps Institutional Mutual Funds
Boston, MA 02109 (1996-present) and Phoenix-Seneca Funds (2000-present).
Director, AIB Govett Funds (1991-present), Investors
Financial Service Corporation (1995-present), Investors Bank
& Trust Corporation (1995-present), Plymouth Rubber Co.
(1995-present), Stifel Financial (1996-present), Command
Systems, Inc. (1998-present), Connecticut River Bancorp
(1998-present) and Endowment for Health (1999-present). Vice
Chairman, Massachusetts Housing-Partnership (1998-2000).
Director, Blue Cross and Blue Shield of New Hampshire
(1994-1999).
--------------------------------- --------------------- -----------------------------------------------------------------
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
--------------------------------- --------------------- -----------------------------------------------------------------
POSITIONS HELD
NAME, ADDRESS AND AGE WITH THE TRUST PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
--------------------------------- --------------------- -----------------------------------------------------------------
<S> <C> <C>
Herbert Roth, Jr. (71) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
P.O. Box 909 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Sherborn, MA 01770 Funds (2000-present). Director, Boston Edison Company
(1978-present), Landauer, Inc. (medical services)
(1970-present), Tech Ops./ Sevcon, Inc. (electronic
controllers) (1987-present), and Mark IV Industries
(diversified manufacturer) (1985-present). Member, Directors
Advisory Council, Phoenix Home Life Mutual Insurance Company
(1998-present). Director, Phoenix Home Life Mutual Insurance
Company (1972-1998).
--------------------------------- --------------------- -----------------------------------------------------------------
Richard E. Segerson (54) Trustee Managing Director, Northway Management Company
102 Valley Road (1998-present). Director/Trustee, Phoenix Funds
New Canaan, CT 07840 (1993-present). Trustee, Phoenix-Aberdeen Series Fund,
Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present) and Phoenix-Seneca Funds (2000-present).
Managing Director, Mullin Associates (1993-1998).
--------------------------------- --------------------- -----------------------------------------------------------------
Lowell P. Weicker, Jr. (69) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Greenwich, CT 06830 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, UST Inc. (1995-present),
HPSC Inc. (1995-present) Burroughs Wellcome Fund
(1996-present) and Compuware (1996-present). Visiting
Professor, University of Virginia (1997-present). Director,
Duty Free International, Inc. (1997). Chairman, Dresing,
Lierman, Weicker (1995-1996). Governor of the State of
Connecticut (1991-1995).
--------------------------------- --------------------- -----------------------------------------------------------------
Michael E. Haylon (42) Executive Director and Executive Vice President, Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Director
President (1994-present), President (1995-present), Executive Vice
President (1994-1995), Vice President (1991-1994), Phoenix
Investment Counsel, Inc. Director, Phoenix Equity Planning
Corporation (1995-present). Executive Vice President,
Phoenix Funds (1993-present) and Phoenix-Aberdeen Series
Fund (1996-present). Executive Vice President
(1997-present), Vice President (1996-1997), Phoenix Duff &
Phelps Institutional Mutual Funds. Senior Vice President,
Securities Investments, Phoenix Home Life Mutual Insurance
Company (1993-1995).
--------------------------------- --------------------- -----------------------------------------------------------------
John F. Sharry (48) Executive President, Retail Division (1999-present), Executive Vice
Vice President, Retail Division (1997-1999), Phoenix Investment
President Partners, Ltd. Managing Director, Retail Distribution,
Phoenix Equity Planning Corporation (1995-present).
Executive Vice President, Phoenix Funds (1998-present) and
Phoenix-Aberdeen Series Funds (1998-present). Managing
Director, Director and National Sales Manager, Putnam Mutual
Funds (1992-1995).
--------------------------------- --------------------- -----------------------------------------------------------------
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
--------------------------------- --------------------- -----------------------------------------------------------------
POSITIONS HELD
NAME, ADDRESS AND AGE WITH THE TRUST PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
--------------------------------- --------------------- -----------------------------------------------------------------
<S> <C> <C>
James D. Wehr (43) Senior Senior Vice President (1998-present), Managing Director,
Vice Fixed Income (1996-1998), Vice President (1991-1996),
President Phoenix Investment Counsel, Inc. Senior Vice President
(1997-present), Vice President (1988-1997), Phoenix
Multi-Portfolio Fund; Senior Vice President (1997-present),
Vice President (1990-1997), Phoenix Series Fund; Senior
Vice President (1997-present), Vice President (1993-1997),
Phoenix-Goodwin California Tax Exempt Bonds, Inc., and Senior
Vice President (1997-present), Vice President (1996-1997),
Phoenix Duff & Phelps Institutional Mutual Funds. Senior
Vice President, Phoenix-Goodwin Multi-Sector Fixed Income
Fund, Inc., Phoenix-Goodwin Multi-Sector Short Term Bond Fund,
Phoenix-Oakhurst Income & Growth Fund and Phoenix-Oakhurst
Strategic Allocation Fund, Inc. (1997-present). Managing
Director, Public Fixed Income, Phoenix Home Life Insurance
Company (1991-1995).
--------------------------------- --------------------- -----------------------------------------------------------------
Steven L. Colton (40) Vice Managing Director, Value Equities, Phoenix Investment
President Counsel, Inc. (1997-present). Vice President, The Phoenix
Edge Series Fund, Phoenix Series Fund (1997-present) and
Phoenix-Oakhurst Income & Growth Fund (1998-present). Vice
President/Senior Portfolio Manager, American Century
Investment Management (1987-1997). Portfolio Manager,
American Century/Benham Income & Growth Fund (1990-1997).
Portfolio Manager, American Century/Benham Equity Growth
Fund (1991-1996). Portfolio Manager, American Century/Benham
Utilities Income Fund (1993-1997).
--------------------------------- --------------------- -----------------------------------------------------------------
Robert Driessen (52) Vice President and Vice President and Compliance Officer, Phoenix Investment
Assistant Secretary Partners, Ltd. (1999-present) and Phoenix Investment
Counsel, Inc. (1999-present). Vice President, Phoenix Funds,
Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present). Compliance
Officer (2000-present) and Associate Compliance Officer
(1999), PXP Securities Corporation. Vice President, Risk
Management Liaison, Bank of America (1996-1999). Vice
President, Securities Compliance, The Prudential Insurance
Company of America (1993-1996). Branch Chief/Financial
Analyst, Securities and Exchange Commission, Division of
Investment Management (1972-1993).
--------------------------------- --------------------- -----------------------------------------------------------------
Christopher J. Kelleher (44) Vice Managing Director, Fixed Income (1996-present), Vice
President President (1991-1996), Phoenix Investment Counsel, Inc. Vice
President, Phoenix Series Fund (1989-present), The Phoenix
Edge Series Fund (1989-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present), Phoenix-Oakhurst
Income & Growth Fund (1998-present) and Phoenix-Oakhurst
Strategic Allocation Fund, Inc. (1998-present). Portfolio
Manager, Public Bonds, Phoenix Home Life Insurance Company
(1991-1995).
--------------------------------- --------------------- -----------------------------------------------------------------
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
--------------------------------- --------------------- -----------------------------------------------------------------
POSITIONS HELD
NAME, ADDRESS AND AGE WITH THE TRUST PRINCIPAL OCCUPATIONS DURING THE PAST 5 YEARS
--------------------------------- --------------------- -----------------------------------------------------------------
<S> <C> <C>
William R. Moyer (55) Vice Executive Vice President and Chief Financial Officer
100 Bright Meadow Blvd. President (1999-present), Senior Vice President and Chief Financial
P.O. Box 2200 Officer (1995-1999), Phoenix Investment Partners, Ltd.
Enfield, CT 06083-2200 (1995-present). Senior Vice President (1990-present), Chief
Financial Officer (1996-present), Finance (until 1996), and
Treasurer (1998-present and 1994-1996), Phoenix Equity
Planning Corporation. Director (1998-present), Senior Vice
President (1990-present), Chief Financial Officer
(1996-present) and Treasurer (1994-present), Phoenix
Investment Counsel, Inc. Treasurer (1999-present), Vice
President and Chief Financial Officer, Duff & Phelps
Investment Management Co. (1996-1999). Vice President,
Phoenix Funds (1990-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix
Aberdeen Series Fund (1996-present). Vice President,
Investment Products Finance, Phoenix Home Life Mutual
Insurance Company (1990-1995). Senior Vice President, Chief
Financial Officer, W.S. Griffith & Co., Inc. (1992-1995) and
Townsend Financial Advisers, Inc. (1993-1995).
--------------------------------- --------------------- -----------------------------------------------------------------
Nancy G. Curtiss (47) Treasurer Treasurer, Phoenix Funds (1994-present), Phoenix Duff &
Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Aberdeen Series Fund (1996-present). Vice President,
Fund Accounting (1994-2000) and Treasurer (1996-2000),
Phoenix Equity Planning Corporation. Second Vice President
and Treasurer, Fund Accounting, Phoenix Home Life Mutual
Insurance Company (1994-1995). Various positions with
Phoenix Home Life Insurance Company (1987-1994).
--------------------------------- --------------------- -----------------------------------------------------------------
Vice President and General Manager, Phoenix Home Life Mutual
G. Jeffrey Bohne (52) Secretary Insurance Co. (1993-present). Senior Vice President
101 Munson Street (1999-present), Vice President, Mutual Fund Customer Service
Greenfield, MA 01301 (1996-1999), Vice President, Transfer Agent Operations
(1993-1996), Phoenix Equity Planning Corporation.
Secretary/Clerk, Phoenix Funds (1993-present), Phoenix Duff
& Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Aberdeen Series Fund (1996-present). Vice President,
Home Life of New York Insurance Company (1984-1992).
--------------------------------- --------------------- -----------------------------------------------------------------
</TABLE>
For services rendered to the Fund for the fiscal year ended April 30, 2000,
the Trustees received aggregate remuneration of $14,025. For services on the
Boards of Directors/Trustees of the Phoenix Funds, each Trustee who is not a
full-time employee of Phoenix or any of its affiliates currently receives a
retainer at the annual rate of $40,000 and a fee of $2,500 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 a fee of $2,000 per joint Audit Committee
meeting attended. Each Trustee who serves on the Nominating Committee receives a
retainer at the annual rate of $1,000 and a fee of $1,000 per joint Nominating
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 $2,000 and $2,000 per joint Executive Committee meeting attended.
The function of the Executive Committee is to serve as a contract review,
compliance review and performance review delegate of the full Board of Trustees.
Costs are allocated equally to each of the series and funds within the fund
complex. The foregoing fees do not include the reimbursement of expenses
incurred in connection with meeting attendance. Officers and employees of
Phoenix who are interested persons are compensated by Phoenix and receive no
compensation from the Fund.
17
<PAGE>
CURRENT BOARD COMMITTEES AND MEETINGS
The Board of Trustees has an Audit Committee and a Nominating Committee.
The Audit Committee of the Fund consists of four of the Trustees who are not
interested persons of the Fund (i.e., the "independent Trustees"). The Audit
Committee meets with the Fund's auditors to review the scope of the auditing
procedures, the adequacy of internal controls, compliance by the Fund with the
accounting, record keeping and financial reporting requirements of the 1940 Act,
and the possible effect on Fund 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 Fund operations. The Audit Committee reports the results of its
inquiries to the Board of Trustees. The Audit Committee currently consists of E.
Virgil Conway, Herbert Roth, Jr., Richard E. Segerson and Lowell P. Weicker, Jr.
The Audit Committee held three meetings during the fiscal year ended April 30,
2000.
The Nominating Committee consists of four Trustees who are not interested
persons of the Fund. It recommends to the Board of Trustees persons to be
elected as Trustees. During the fiscal year ended April 30, 2000, the Nominating
Committee held brief meetings as needed in conjunction with regular quarterly
executive sessions of the independent Trustees. The Nominating Committee
currently consists of Robert Chesek, Harry Dalzell-Payne, Leroy Keith Jr. and
Herbert Roth, Jr. It will consider individuals proposed by a shareholder for
election as a Trustee. Shareholders who wish to submit the name of any
individual must submit in writing a brief description of the proposed nominee's
business experience and other information relevant to the qualifications of the
individual to serve as a Trustee of the Fund.
The Delaware Trust has Audit and Nominating Committees, each composed
entirely of the same independent Trustees.
The Board of Trustees held five meetings during the fiscal year ended April
30, 2000. Each Trustee, except Herbert Roth, Jr., 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 Fund's last fiscal year, the Trustees received the following
compensation:
<TABLE>
<CAPTION>
PENSION OR ESTIMATED TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ANNUAL BENEFITS FROM FUND AND FUND
COMPENSATION ACCRUED AS PART OF UPON COMPLEX (38 FUNDS)
NAME FROM FUND FUND EXPENSES RETIREMENT PAID TO TRUSTEE
---- ------------ ------------------- ---------------- --------------------
<S> <C> <C> <C> <C>
Robert Chesek $1,350 $60,500
E. Virgil Conway(1) $1,660 $75,250
Harry Dalzell-Payne(1) $1,560 $89,250
Francis E. Jeffries $1,300* None for any None for any $58,000
Leroy Keith, Jr. $1,350 Trustee Trustee $60,500
Philip R. McLoughlin(1) $ 0 $ 0
Everett L. Morris(1) $1,210* $51,500
James M. Oates(1) $1,410 $64,250
Herbert Roth, Jr.(1) $1,135 $48,500
Richard E. Segerson $1,550* $69,000
Lowell Weicker, Jr. $1,500 $65,750
</TABLE>
------------------
*This compensation (and the earnings thereon) will be deferred pursuant to
the Directors' Deferred Compensation Plan. At March 31, 2000, the total amount
of deferred compensation (including interest and other accumulation earned on
the original amounts deferred) accrued for Messrs. Jeffries, Morris, Roth and
Segerson was $507,603, $194,387, $180,843 and $100,929, respectively. At
present, by agreement among the Fund, the Distributor and the electing Trustee,
Trustee fees that are deferred are paid by the Fund to the Distributor. The
liability for the deferred compensation obligation appears only as a liability
of the Distributor.
(1)Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are
members of the Executive Committee.
INVESTMENT ADVISER, UNDERWRITER AND FINANCIAL AGENT
Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford, Connecticut
06115-0480 is the Fund's investment adviser.
18
<PAGE>
Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200, serves as the Fund's underwriter and as
the Fund's financial agent.
OTHER BUSINESS
The Board of Trustees of the Fund 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 Fund arise, however,
the proxies will vote thereon according to their best judgment in the interests
of the Fund and the shareholders of the Fund.
The Fund does not hold annual meetings of shareholders. There will normally
be no meeting of shareholders for the purpose of electing Trustees of the Fund
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 the Fund should send their written
submissions to the principal executive offices of the Fund at 101 Munson Street,
Greenfield, Massachusetts 01301.
19
<PAGE>
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 Phoenix-Oakhurst Income & Growth
Fund, a Massachusetts business trust (the "Predecessor Trust"), on behalf of the
Phoenix-Oakhurst Income & Growth Fund series (the "Predecessor Fund"), and
Phoenix-Oakhurst Income & Growth Fund, a Delaware business trust (the "Successor
Trust"), on behalf of the Phoenix-Oakhurst Income & Growth Fund series (the
"Successor Fund").
All references in this Agreement to action taken by the Predecessor Fund or
the Successor Fund shall be deemed to refer to action taken by the Predecessor
Trust or the Successor Trust, respectively, on behalf of the respective
portfolio series.
This Agreement is intended to be and is adopted as a plan 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 the Predecessor Fund of all of its assets to the
Successor Fund, in exchange solely for shares of beneficial interest in the
Successor Fund ("New Shares") having a net asset value equal to the net asset
value of the Predecessor Fund, the assumption by the Successor Fund of all the
liabilities of the Predecessor Fund, and the distribution of the New Shares to
the shareholders of the Predecessor Fund in complete liquidation of the
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 the Predecessor Fund, as set forth in
paragraph 1.2, to the Successor Fund, and the Successor Trust agrees in exchange
therefor: (i) to deliver to the Predecessor Trust a number of full and
fractional New Shares of each class of the Successor Fund equal to the number of
shares of the corresponding class of the Predecessor Fund as of the time and
date set forth in Article 2, and (ii) to assume all the liabilities of the
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 Fund to be acquired by the Successor Fund
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 Fund and any deferred or prepaid
expenses shown as an asset on the books of the Predecessor Fund on the closing
date provided in paragraph 2.1 (the "Closing Date"). All liabilities, expenses,
costs, charges and reserves of the Predecessor Fund, to the extent that they
exist at or after the Closing, shall after the Closing attach to the Successor
Fund and may be enforced against the Successor Fund to the same extent as if the
same had been incurred by the Successor Fund.
1.3 Immediately upon delivery to the Predecessor Fund of the New Shares,
the Predecessor Fund, as the then sole shareholders of the Successor Fund, shall
(i) with the exception of Calvin J. Pedersen, elect as trustees of the Trust the
persons who currently serve as Trustees of the Predecessor Trust; (ii) approve
an Investment Management Agreement between the Successor Trust, on behalf of the
Successor Fund, and Phoenix Investment Counsel, Inc. (the "Investment Manager"),
and (iii) ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants of the Successor Fund.
<PAGE>
1.4 Immediately following the action contemplated by paragraph 1.3, the
Predecessor Fund will distribute to its 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 Fund on the books of the Successor Fund to open accounts on the
share records of the Successor Fund 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 Fund 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 Fund 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 Fund 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 next Monday that is a full business day
following satisfaction (or waiver as provided herein) of all of the conditions
set forth in Articles 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 Fund, 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 Fund and the class
of the Predecessor Fund owned by each such shareholder immediately prior to the
Closing. The Successor Fund 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 Fund on
the books of the Successor Fund. 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 the Predecessor Fund, hereby
represents and warrants to the Successor Fund 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;
(ii) the Predecessor Trust has full power and authority to execute,
deliver and carry out the terms of this Agreement
on behalf of the Predecessor Fund;
(iii) the execution and delivery of this Agreement on behalf of the
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 Fund 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 Fund, nor the consummation by the
Predecessor Trust on behalf of the Predecessor Fund 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 or By-Laws of the Predecessor Trust, as each may be
amended,
A-2
<PAGE>
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 Fund 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 Fund, hereby represents
and warrants to the Predecessor Fund 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
Fund;
(iii) the execution and delivery of this Agreement on behalf of the
Successor Fund 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 Fund 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 Fund 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 Fund, nor the consummation by the
Successor Trust on behalf of the Successor Fund 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 behalf of the Successor
Fund 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
Fund and the Successor Trust on behalf of the Successor Fund 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 Fund 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 Fund shall have received a certificate of an officer of
the Predecessor Trust acting on behalf of the Predecessor Fund to that effect in
form and substance reasonably satisfactory to the Successor Trust on behalf of
the Successor Fund;
A-3
<PAGE>
(iv) All representations and warranties of the Successor Trust on
behalf of the Successor Fund 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 Fund shall have received a certificate of an officer
of the Successor Trust acting on behalf of the Successor Fund to that effect in
form and substance reasonably satisfactory to the Predecessor Trust on behalf of
the Predecessor Fund;
(v) The Predecessor Trust on behalf of the Predecessor Fund and the
Successor Trust on behalf of the Successor Fund shall have received an opinion
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 Class A, Class B and Class C shares of the
Predecessor Fund, all classes voting together, entitled to vote at a special
meeting of shareholders of the Predecessor Fund duly called for such purpose
(the "Special Meeting").
5. BROKERAGE FEES AND 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 expenses and costs of the Reorganization and the
transactions contemplated thereby shall be borne by the Successor Fund.
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
A-4
<PAGE>
the trust property of the Predecessor Trust, as provided in the charter 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 a single series and has entered into this Agreement on behalf of
the Predecessor Fund. With respect to any obligation of the Predecessor Trust
arising hereunder, the Successor Trust and the Successor Fund shall look for
payment or satisfaction of such obligations solely to the assets and property of
the Predecessor Fund.
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 a single series and has entered into this Agreement on behalf of
the Successor Fund. With respect to any obligation of the Successor Trust
arising hereunder, the Predecessor Fund and the Predecessor Trust shall look for
payment or satisfaction of such obligations solely to the assets and property of
the corresponding Successor Fund.
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 PHOENIX-OAKHURST INCOME & GROWTH FUND,
a Massachusetts business trust
Name: ____________________________ By:___________________________________
Title: Name:
Title:
ATTEST PHOENIX-OAKHURST INCOME & GROWTH FUND,
a Delaware business trust
Name: ____________________________ By: __________________________________
Title: Name:
Title:
A-5
<PAGE>
PX552
<PAGE>
PHOENIX-OAKHURST
INCOME & GROWTH FUND
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
AUGUST 17, 2000
PROXY
The undersigned shareholder of Phoenix-Oakhurst Income & Growth Fund, a
Massachusetts business trust (the "Fund"), revoking any and all previous proxies
heretofore given for shares of the Fund held by the undersigned, hereby
constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and each of them,
proxies and attorneys of the undersigned, with power of substitution to each,
for and in the name of the undersigned to vote and act upon all matters (unless
and except as expressly limited below) at the Special Meeting of Shareholders of
the Fund to be held on August 17, 2000 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
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 FUND WHICH RECOMMENDS A VOTE
"FOR" THE PROPOSAL
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSAL
<TABLE>
<CAPTION>
1. REORGANIZATION OF FUND
<S> <C> <C> <C>
To approve an Agreement and Plan of Reorganization For Against Abstain
which provides for the reorganization of [ ] [ ] [ ]
Phoenix-Oakhurst Income & Growth Fund, as a
Delaware business trust
</TABLE>
2. 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
