PHOENIX MULTI-PORTFOLIO FUND
101 Munson Street
Greenfield, Massachusetts 01301
Notice of Special Meeting of Shareholders
to be Held February 20, 1996
To the Shareholders:
A Special Meeting of Shareholders of Phoenix Multi-Portfolio Fund ("the
Fund") will be held in the offices of the Fund, 101 Munson Street,
Greenfield, Massachusetts 01301, on Tuesday, February 20, 1996 at 11 a.m. for
the following purposes:
(1) To approve or not approve an amendment to the Declaration of Trust
regarding the permitted number of Trustees and, in connection
therewith, to fix at fourteen the number of Trustees to serve until
the next meeting of shareholders or until the election and
qualification of their successors, and to elect the number of Trustees
so fixed;
(2) To ratify or reject the selection of Price Waterhouse LLP, independent
accountants, as auditors for the Fund for the fiscal year ending
November 30, 1995; and
(3) To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.
The Board of Trustees has fixed December 27, 1995 as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting.
Whether or not you plan to attend the meeting in person, please vote your
shares by completing, dating and signing the enclosed proxy and returning it
promptly in the postage paid return envelope enclosed for your use. Prompt
return of proxies by shareholders will save the Fund and shareholders the
costs associated with further solicitation. The enclosed proxy is being
solicited by the Board of Trustees of the Fund.
By Order of the Board of Trustees,
G. Jeffrey Bohne, Secretary
Greenfield, Massachusetts
January 26, 1996
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
101 Munson Street
Greenfield, Massachusetts 01301
PROXY STATEMENT
A Special Meeting of Shareholders to be Held on February 20, 1996
INTRODUCTION
The enclosed proxy is solicited by the Board of Trustees of Phoenix
Multi-Portfolio Fund (the "Fund") for use at the Special Meeting of
Shareholders to be held on Tuesday, February 20, 1996, and at any
adjournment(s) thereof. Shareholders of record at the close of business on
December 27, 1995 are entitled to notice of and to vote at the meeting or any
adjourned session. As of December 27, 1995, there were in the aggregate,
53,688,499.6980 issued and outstanding shares of each class of shares of each
series of the Fund, of par value of one dollar per share. Shareholders of
each class of shares of each series of the Fund will be entitled to one vote
for each full share (and fractional vote corresponding to any fractional
share) registered in his/her name on the Fund's books on the record date and
not thereafter repurchased or redeemed by the Fund.
All shares represented by duly executed proxies will be voted in
accordance with the specification thereon. If a duly executed proxy does not
specify a choice between approval or disapproval of, or abstention with
respect to, any proposal, the shares represented by the proxy will be voted
in favor of the proposal. Any shareholder executing a proxy has the power to
revoke it at any time before it is exercised by executing and submitting to
the Fund a later-dated proxy or written notice of revocation or by attending
the meeting and voting in person.
In addition to the solicitation of proxies by mail, officers and regular
employees of Phoenix Investment Counsel, Inc. and Phoenix Realty Securities,
Inc., the Fund's investment advisers (collectively, the "Investment
Advisers"), and persons employed for such purpose may solicit proxies
personally or by telephone or telegram. 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 Fund shares. The
cost of solicitation of proxies will be borne by the Fund.
In the event that sufficient votes in favor of any of the items set forth
in the attached Notice of the meeting are not received by the time scheduled
for the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a period or periods of not more than sixty
days in the aggregate to permit further solicitation of proxies with respect
to any such matters. Any such adjournment(s) will require the affirmative
vote of a majority of the shares present in person or by proxy at the session
of the meeting to be adjourned. The persons named as proxies will vote in
favor of such adjournment those proxies which they are entitled to vote in
favor of such matters. They will vote against such adjournment those proxies
required to be voted against any such matters.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about January 26, 1996. A copy of the Fund's most
recent annual report will be furnished, without charge, to any shareholders
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.
Votes Required
The presence in person or by proxy of the holders of a majority of the
outstanding shares is required to constitute a quorum at the meeting. The
holders of each class of shares of all series of the Fund will be voted
together with respect
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to all Proposals, with one vote per share of the Fund. As used in this Proxy
Statement, the term "a majority of the outstanding shares" means the lesser
of (i) 67% of the shares of the Fund present at the meeting at which more
than 50% of the outstanding shares are represented or (ii) more than 50% of
the outstanding shares of the Fund. The terms "assignment" and "interested
person" as used in this Proxy Statement shall have the respective meanings
provided therefor in the Investment Company Act of 1940, as amended ("1940
Act").
If a shareholder abstains from voting as to any matter, then the shares held
by such shareholder shall be deemed present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
such matter, but shall not be deemed to have been voted in favor of such
matter. If a broker returns a "non-vote" proxy, indicating a lack of
authority to vote on such matter, then the shares covered by such non-vote
shall be deemed present at the meeting for purposes of determining a quorum
but shall not be deemed to be represented at the meeting for purposes of
calculating the vote with respect to such matter.
Security Ownership of Certain Beneficial Owners and Management
No person or group is known by the Fund to own beneficially more than 5% of
the Fund's outstanding shares. The following table sets forth the number of
shares of the Fund beneficially owned on December 27, 1995, by each Trustee
and nominee for election as a Trustee and by all Trustees and officers of the
Fund as a group.
<TABLE>
<CAPTION>
Amount and Nature Percent Total
Name Of Beneficial Ownership Shares
------------------------------------------------------------- ------------------------- -----------------
<S> <C> <C>
C. DUANE BLINN -0- --
ROBERT CHESEK 25,335.385 Less than .01%
E. VIRGIL CONWAY -0- --
HARRY DALZELL-PAYNE -0- --
FRANCIS E. JEFFRIES -0- --
LEROY KEITH, JR. -0- --
PHILIP R. McLOUGHLIN -0- --
EVERETT L. MORRIS -0- --
JAMES M. OATES -0- --
CALVIN J. PEDERSEN -0- --
PHILIP R. REYNOLDS -0- --
HERBERT ROTH, JR. 986.731 Less than .01%
RICHARD E. SEGERSON -0- --
LOWELL P. WEICKER. JR. -0- --
All Trustees and officers as a group
(All persons including the present Trustees named above) 28,006.956 Less than .01%
</TABLE>
On December 27, 1995 Trustees, nominees for Trustee and officers of the
Fund as a group owned beneficially less than one percent of the Fund's
outstanding shares.
The Investment Advisers and the Investment Advisory Agreements
The Fund's investment advisers are Phoenix Investment Counsel, Inc.
("PIC"), One American Row, Hartford, Connecticut 06115-2520 and Phoenix
Realty Securities, Inc. ("PRS"), 38 Prospect Street, Hartford, Connecticut
06115-0479 (collectively, the "Advisers"). All of the outstanding shares of
PIC are owned by Phoenix Equity Planning Corporation
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<PAGE>
("Equity Planning"). All of the outstanding shares of PRS are owned by
Phoenix Realty Group, Inc. ("Phoenix Realty"). All of the outstanding shares
of Equity Planning are owned by Phoenix Duff & Phelps Corporation ("Phoenix
Duff & Phelps"). Approximately 60% of the outstanding common stock of Phoenix
Duff & Phelps are owned by PM Holdings, Inc. ("Holdings"), a wholly-owned
subsidiary of Phoenix Home Life. All of the shares of Phoenix Realty are also
owned by Holdings. The principal offices of Phoenix Home Life and Phoenix
Duff & Phelps are located at One American Row, Hartford, Connecticut
06115-2520. The principal offices of Phoenix Realty are located at 38
Prospect Street, Hartford, Connecticut 06115-0479. The principal offices of
Equity Planning are located at 100 Bright Meadow Boulevard, P.O. Box 2200,
Enfield, Connecticut 06083-2200.
In addition to the Fund, PIC also serves as investment adviser to Phoenix
Total Return Fund, Inc., The Phoenix Edge Series Fund (all Series other than
the Real Estate Securities Series) and Phoenix Series Fund, and as a
sub-adviser to American Skandia Trust, JNL Series Trust, Chubb America Fund,
Inc., and SunAmerica Series Trust. As compensation for its services to
Phoenix Total Return Fund, Inc., PIC is entitled to a fee, payable within
five days after the end of each month, at the annual rate of 0.65% of the
average of the daily net asset values up to $1 billion; 0.60% of such values
between $1 billion and $2 billion; and 0.55% of such values in excess of $2
billion.
As compensation for its services to the Series (other than the Real Estate
Securities Series) of The Phoenix Edge Series Fund, PIC is entitled to a fee,
payable within five days after the end of each month, based on an annual
percentage rate of the average of the aggregate daily net asset values of
each Series as follows: for the first $250,000,000 in assets, 0.40%, 0.70%,
0.50%, 0.60%, 0.75% and 0.55% for the Money Market, Growth, Bond, Total
Return, International and Balanced Series respectively; for the next
$250,000,000 in assets, 0.35%, 0.65%, 0.45%, 0.55%, 0.70% and 0.50% for those
Series respectively, and for assets over $500,000,000, 0.30%, 0.60%, 0.40%,
0.50%, 0.65% and 0.45% for those Series respectively. As compensation for its
services to the Real Estate Securities Series of The Phoenix Edge Series
Fund, PRS is entitled to a fee payable within five days after the end of each
month, based on an annual percentage rate of the average of the aggregate
daily net asset values as follows: 0.75% of the first $1 billion; 0.70% of
the next $1 billion; and 0.65% of all sums in excess of the foregoing. The
amounts payable to PIC and PRS shall be based upon the average of the values
of the net assets of the Series at the close of business each day, computed
in accordance with the method set forth in the Fund's Declaration of Trust.
Such amounts shall be prorated among the appropriate Series in proportion to
their respective averages of the aggregate daily net asset values for the
period for which the fee had been paid.
As compensation for its services to the Series of Phoenix Series Fund, PIC
is entitled to a fee, based on an annual percentage rate of the average of
the aggregate daily net asset values of each Series as follows: for the first
$1 billion in assets, 0.70%, 0.70%, 0.65%, 0.65%, 0.55%, 0.45% and 0.40% for
the Growth, U.S. Stock, Convertible, High Yield, Balanced, U.S. Government
and Money Market Series respectively; for the next $1 billion in assets,
0.65%, 0.65%, 0.60%, 0.60%, 0.50%, 0.40% and 0.35% for those Series
respectively, and for assets over $2 billion, 0.60%, 0.60% 0.55%, 0.55%,
0.45%, 0.35% and 0.30% for those Series respectively. The amounts payable to
PIC are based upon the average of the values of the net assets of the Series
as of the close of business each day. The amounts payable to PIC are based
upon the average of the values of the net assets of all of the Series at the
close of business each day, computed in accordance with the Fund's
Declaration of Trust. Such amounts are prorated among the Series in
proportion to their respective averages of the aggregate daily net asset
values for the period for which the fee had been paid.
As compensation for its services to American Skandia Trust, PIC is
entitled to a monthly fee for the previous month at the annual rate of 0.50
of 1% of the portion of the average daily net assets of each of the AST
Balanced Portfolio and the AST Growth Portfolio not in excess of $25 million;
0.40 of 1% of the portion of each Portfolio's average daily net assets over
$25 million but not in excess of $75 million; and 0.30 of 1% of that portion
of each Portfolio's average
3
<PAGE>
daily net assets in excess of $75 million. As compensation for its services
to Chubb America Fund, Inc., PIC is entitled to a quarterly fee at the annual
rate of 0.50% of the first $200,000,000 of the average of the aggregate net
asset values of the Balanced Portfolio, reduced to 0.45% of such net asset
values in excess of $200,000,000 up to $1,300,000,000 and further reduced to
0.40% of such net asset values in excess of $1,300,000,000. As compensation
for its services to the JNL Series Trust, PIC is entitled to a monthly fee at
the annual rate of 0.50% of the first $50 million of the average daily net
asset values of each of the JNL/Phoenix Investment Counsel Balanced Series
and the JNL/Phoenix Investment Counsel Growth Series; 0.40% of those net
asset values of each Series from $50 million to $150 million; 0.30% of those
net asset values of each Series from $150 million to $300 million; 0.25% of
those net asset values of each Series from $300 million to $500 million; and
0.20% of those net asset values over $500 million for each of the Series
respectively.
As compensation for its services to SunAmerica Series Trust, PIC is
entitled to a monthly fee at the annual rate of 0.35% per annum of the first
$50 million of the average daily net asset values of the Growth Portfolio;
0.30% per annum of the next $100 million; 0.25% per annum of the next $150
million; 0.20% per annum of the next $200 million; and 0.15% per annum
thereafter.
As of November 30, 1995, Phoenix Total Return Fund, Inc., The Phoenix Edge
Series Fund, Phoenix Series Fund, American Skandia Trust (AST Balanced
Portfolio and AST Phoenix Capital Growth Portfolio), JNL Series Trust (JNL/
Phoenix Investment Counsel Balanced Series and JNL/Phoenix Investment Counsel
Growth Series), Chubb America Fund, Inc. (Balanced Portfolio), and SunAmerica
Series Trust (Balanced/Phoenix Investment Counsel Portfolio and
Growth/Phoenix Investment Counsel Portfolio) had assets under management of
approximately $372,345,000, $1,828,951,000, $6,196,444,000, $178,265,000,
$20,443,000, $2,260,000, $1,261,000, $15,063,000, $32,318,000, and
$149,032,000, respectively.
PRS serves as investment adviser to Phoenix Real Estate Securities Series,
a series of The Phoenix Edge Series Fund and to Phoenix Real Estate
Securities Portfolio, a portfolio of the Fund. As compensation for its
services to Phoenix Real Estate Securities Series and Phoenix Real Estate
Securities Portfolio, respectively, PRS is entitled to a fee, for each Series
or Portfolio, payable monthly, at the annual rate of 0.75% of the average
daily net asset values up to $1 billion; 0.70% of such values between $1
billion and $2 billion; and 0.65% of such values in excess of $2 billion.
As of November 30, 1995, Phoenix Real Estate Securities Series and Phoenix
Real Estate Securities Portfolio had assets under management of approximately
$7,494,000 and $16,080,000, respectively.
The directors of PIC are Michael E. Haylon, President, Martin J. Gavin,
and Philip R. McLoughlin. The address of these Directors is 56 Prospect
Street, Hartford, CT 06115-0480. The principal occupation of each director is
that of an executive officer of Phoenix Duff & Phelps Corporation or of
Phoenix Home Life. Mr. McLoughlin also serves as a Director of Phoenix Home
Life.
Michael E. Haylon, an officer of the Fund, is President and a director of
PIC. Philip R. McLoughlin, Trustee and President of the Fund, is a Director
and Chairman of PIC. David L. Albrycht, Curtiss O. Barrows, James M. Dolan,
Jeanne H. Dorey, Peter S. Lannigan, Thomas S. Melvin, Jr. and James D. Wehr,
Vice Presidents of the Fund, are also Vice Presidents of PIC. William R.
Moyer, Vice President of the Fund, is Senior Vice President, Finance, and
Treasurer of PIC. Martin J. Gavin, Executive Vice President of the Fund, is a
Director and Executive Vice President of PIC. William J. Newman, Senior Vice
President of the Fund is Executive Vice President of PIC.
Martin J. Gavin, Michael E. Haylon and Philip R. McLoughlin are Directors
of Equity Planning, PIC's parent company, which serves as national
distributor of the Fund's shares. For the fiscal years ended November 30,
1993, 1994 and
4
<PAGE>
1995, Equity Planning's gross commissions on sales of Fund shares totalled
$6,920,952, $3,280,959, and $1,655,136, respectively. Of these gross selling
commissions, $6,298,060, $2,912,614, and $1,454,880, respectively, were paid
to dealers. Equity Planning also acts as financial agent of the Fund. For
services in this capacity during the fiscal years ended November 30, 1993,
1994 and 1995, Equity Planning received fees of $174,841, $231,177, and
$228,576, respectively.
The directors of PRS are Robert W. Fiondella, Philip R. McLoughlin, Scott
C. Noble, Charles J. Paydos, David W. Searfoss and Dona D. Young. The address
of Messrs. Fiondella, McLoughlin, Searfoss and Ms. Young is One American Row,
Hartford, Connecticut 06115-2520. The address of Mr. Noble is 38 Prospect
Street, Hartford, Connecticut 06115-0479. The address of Mr. Paydos is 100
Bright Meadow Blvd., Enfield, Connecticut 06083-1900. The principal
occupation of each director is that of an executive officer of Phoenix Home
Life.
Philip R. McLoughlin, an officer and Trustee of the Fund, is a director of
PRS. Mr. Noble, an officer of the Fund, is an officer and director of PRS.
James M. Dolan, Barbara Rubin and Dorothy J. Skaret are Vice Presidents of
the Fund and officers of PRS.
The Advisory Agreements
The Investment Advisory Agreements between the Fund and PIC and between
the Fund and PRS (collectively, the "Advisory Agreements") provide that PIC
and PRS will serve as investment advisers to the Fund and to each portfolio
of the Fund ("Portfolios") established and designated by the Trustees which,
at November 30, 1995, were the Capital Appreciation Portfolio, the
International Portfolio, the Tax-Exempt Bond Portfolio, the Endowment Equity
Portfolio, the Endowment Fixed-Income Portfolio, the Emerging Markets Bond
Portfolio, and the Real Estate Securities Portfolio.
With respect to the assets of the Capital Appreciation, International,
Tax-Exempt Bond, Endowment Equity, Endowment Fixed-Income and Emerging
Markets Bond Portfolios, PIC acts under an Investment Advisory Agreement
dated January 1, 1994. With respect to the assets of the Real Estate
Securities Portfolio, PRS acts under an Investment Advisory Agreement dated
February 28, 1995. The Advisory Agreements have been approved by the
Trustees, including a majority of the Trustees who are not interested
persons, as that term is defined in the 1940 Act, of the Advisers or of the
Fund on August 25, 1993 and November 16, 1994. The shareholders of the Fund
approved the Advisory Agreements on January 31, 1994 or March 1, 1995 or
September 5, 1995.
The Advisory Agreements provide that the Adviser shall furnish
continuously an investment program for the specified Portfolio(s) and any
additional Portfolio which becomes subject to the terms and conditions of the
particular Advisory Agreement, and shall manage the investment and
reinvestment of the assets of each such Portfolio subject at all times to the
supervision of the Trustees. The Adviser, at its expense, also furnishes to
the Fund adequate office space and facilities and certain administrative
services, including the services of any member of its staff who serves as an
officer of the Fund. All costs and expenses (other than those specifically
referred to as being borne by the Adviser) incurred in the operation of the
Fund are borne by the Fund. Such expenses include, but are not limited to,
all expenses incurred in the operation of the Fund and any public offering of
its shares, including, among others, interest, taxes, brokerage fees and
commissions, fees of Trustees who are not full-time employees of PIC or PRS
or any of their affiliates, expenses of Trustees' and shareholders' meetings,
including the cost of printing and mailing proxies, expenses of insurance
premiums for fidelity and other coverage, expenses of repurchase and
redemption of shares, expenses of issue and sale of shares (to the extent not
borne by the national distributor under its agreement with the Fund),
expenses of printing and mailing stock certificates representing shares of
the Fund, association membership dues, charges of custodians, transfer
agents, dividend disbursing agents and financial agents, bookkeeping,
auditing and legal expenses. The Fund will also pay the fees and bear the
expense of registering and maintaining the registration of the Fund and its
shares with the Securities and Exchange Com-
5
<PAGE>
mission and registering or qualifying its shares under state or other
securities laws and the expense of preparing and mailing prospectuses and
reports to existing shareholders. Additionally, if authorized by the
Trustees, the Fund will pay for extraordinary expenses and expenses of a
non-recurring nature which may include, but not be limited to, the reasonable
and proportionate cost of any reorganization or acquisition of assets and the
cost of legal proceedings to which the Fund is a party.
Each Portfolio will pay expenses incurred in its own operation and will
also pay a portion of the Fund's general administration expenses allocated on
the basis of the asset values of the respective Portfolios.
Under the Advisory Agreements, the Advisers have agreed to reimburse the
Fund monthly for the amount, if any, by which the total operating and
management expenses of any Portfolio (including the Adviser's compensation,
but excluding interest, taxes, brokerage fees and commissions, and
extraordinary expenses) for any fiscal year exceed the level of expenses
which such Portfolio is permitted to bear under the most restrictive expense
limitation imposed (and not waived) on open-end investment companies by any
state in which shares of such Portfolio are then qualified for sale. Present
expense limitations, to the knowledge of the Fund, require that each Adviser
reimburse the Fund, to the extent of the compensation received by it from the
Fund, for the amount, if any, by which total operating and management
expenses (excluding interest, taxes, brokerage fees and commissions, and
extraordinary expenses) of any Portfolio in any fiscal year exceed 2-1/2% of
the first $30,000,000, 2% of the next $70,000,000, and 1-1/2% of any excess
over $100,000,000 of such Portfolio's average net assets for such fiscal
year.
For the year ended November 30, 1993, PIC voluntarily agreed to reimburse
the Fund for the amount by which the Tax-Exempt Bond Portfolio operating
expenses for the period exceeded 0.75% of the average net assets of the
Portfolio. For the fiscal year ended November 30, 1993, PIC reimbursed the
Tax-Exempt Bond Portfolio $146,733. For the period from April 1, 1993 to
November 30, 1995, PIC has agreed to reimburse the Fund for the amount by
which the total operating expenses of the Endowment Equity Portfolio and the
Endowment Fixed-Income Portfolio exceed 0.85% and 0.65% of the Portfolio's
average net assets, respectively. PIC has agreed to reimburse the Emerging
Markets Bond Portfolio's operating expenses related to Class A Shares and
Class B Shares for the amount, if any, by which such operating expenses for
the fiscal year ended November 30, 1995 exceed 1.50% and 2.25%, respectively,
of the average net assets. PRS has agreed to reimburse the Real Estate
Securities Portfolio's operating expenses related to Class A Shares and Class
B Shares for the amount, if any, by which such operating expenses for the
fiscal year ended November 30, 1995 exceed 1.30% and 2.05%, respectively, of
the average net assets. For the fiscal years ended November 30, 1993, 1994
and 1995, PIC reimbursed the Fund $71,306, $83,649, and $91,869 respectively,
for the benefit of the Endowment Equity Portfolio; and $66,219, $66,672, and
$83,472 respectively, for the benefit of the Endowment Fixed-Income
Portfolio. In addition, for the fiscal year ended November 30, 1995, PIC
reimbursed the Fund $35,783 for the benefit of the Emerging Markets Bond
Portfolio. PRS reimbursed the Fund $113,319 for the benefit of the Real
Estate Securities Portfolio for the fiscal year ended November 30, 1995.
As compensation for its services to Portfolios of the Phoenix
Multi-Portfolio Fund, PIC is entitled to a fee based on an annual percentage
rate of the average of the aggregate daily net asset values of each Portfolio
as follows: for the first $1 billion in assets, 0.45%, 0.75%, 0.75%, 0.75%,
0.50%, and 0.75% for the Bond, Capital Appreciation, International, Endowment
Equity, Endowment Fixed Income and Emerging Markets Bond Portfolios
respectively; for the next $1 billion in assets, 0.40%, 0.70%, 0.70%, 0.70%,
0.45% and 0.70% for those Portfolios respectively; and for assets over $2
billion, 0.35%, 0.65%, 0.65%, 0.65%, 0.40% and 0.65% for those Portfolios
respectively. As compensation for its services to the Real Estate Securities
Portfolio of the Fund, PRS is entitled to a fee payable within five days
after the end of each month, based on an annual percentage rate of the
average of the aggregate daily net asset values as follows:
6
<PAGE>
0.75% of the first $1 billion; 0.70% of the next $1 billion; and 0.65% of all
sums in excess of the foregoing. The amounts payable to PIC and PRS shall be
based upon the average of the values of the net assets of the Portfolio at
the close of business each day, computed in accordance with the method set
forth in the Fund's Declaration of Trust. Such amounts shall be prorated
among the appropriate Portfolio's in proportion to their respective averages
of the aggregate daily net asset values for the period for which the fee had
been paid. For services to the Fund during the fiscal years ended November
30, 1993, 1994, and 1995, PIC received fees of $3,164,388, $5,214,956, and
$5,240,280, respectively. For services to the Fund during the fiscal year
ended November 30, 1995, PRS received fees of $51,536.
The Advisory Agreements provide that the Investment Adviser shall not be
liable to the Fund or to any shareholder of the Fund for any error of
judgment or mistake of law or for any loss suffered by the Fund or by any
shareholder of the Fund in connection with the matters to which the Advisory
Agreements relate, except a loss resulting from willful misfeasance, bad
faith, gross negligence or reckless disregard on the part of the Investment
Adviser in the performance of its duties thereunder.
Each Advisory Agreement continues in force from year to year for the
specified Portfolio(s) and any additional Portfolio that may become subject
to its terms and conditions provided that, with respect to each such
Portfolio, the Advisory Agreement is approved initially by vote of a majority
of the outstanding voting securities of such Portfolio and thereafter at
least annually by the Trustees or by vote of a majority of the outstanding
voting securities of such Portfolio. In addition, and in either event, the
terms of the Advisory Agreements and any renewal thereof must be approved by
the vote of a majority of Trustees who are not parties to the Advisory
Agreements or "interested persons" (as that term is defined in the 1940 Act)
of any such party cast in person at a meeting called for the purpose of
voting on such approval. The Advisory Agreements will terminate automatically
upon their assignment (within the meaning of said 1940 Act) and may be
terminated at any time, without payment of any penalty, either by the
Trustees, or, as to each Portfolio, by a vote of a majority of the
outstanding voting securities of such Portfolio or by the Adviser upon sixty
(60) days' written notice to the Fund.
Portfolio Transactions and Brokerage
In effecting portfolio transactions for all Portfolios of the Fund, each
Investment Adviser adheres to the Fund's policy of seeking best execution and
price, determined as described below, except to the extent it is permitted to
pay higher brokerage commissions for "brokerage and research services" as
defined herein. Each Investment Adviser may cause any Portfolio of the Fund
to pay a broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission which another broker or
dealer would have charged for effecting that transaction if the Investment
Adviser determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage and research services provided by
such broker or dealer or that any offset of direct expenses of a Portfolio
yields the best net price. As provided in Section 28(e) of the Securities
Exchange Act of 1934, "brokerage and research services" include advice as to
the value of securities, the advisability of investing in, purchasing or
selling securities, the availability of securities or purchasers or sellers
of securities, furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy and
the performance of accounts; and effecting securities transactions and
performing functions incidental thereto (such as clearance and settlement).
Brokerage and research services provided by brokers to any Portfolio of the
Fund or the Investment Advisers are considered to be in addition to and not
in lieu of services required to be performed by the Investment Adviser under
its contract with the Fund and may benefit both other Portfolios of the Fund
and other clients of the Investment Adviser. Conversely, brokerage and
research services provided by brokers to other clients of the Investment
Adviser may benefit one or more Portfolios of the Fund. Where transactions
are made in the over-the-counter market, the Investment Adviser will cause
all Portfolios of the Fund to deal with the primary market makers, unless
more favorable prices are otherwise obtainable.
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<PAGE>
The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations including, without limitation, the overall direct net economic
result to the Fund (involving both price paid or received and any commissions
and other costs paid), the efficiency with which the transaction is effected,
the ability to effect the transaction at all where a large block is involved,
the availability of the broker to stand ready to execute possibly difficult
transactions in the future and the financial strength and stability of the
broker. Such considerations are judgmental and are weighed by the Investment
Adviser in determining the overall reasonableness of brokerage commissions
paid by the Fund. Sales of investment company shares may be considered in
selecting brokers to effect portfolio transactions. Accordingly, some
portfolio transactions are, subject to the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. and to obtaining best prices
and executions, effected through dealers (excluding Equity Planning) who sell
shares of the Fund. It is the present policy of the Fund not to effect any
portfolio transactions with Equity Planning.
The policy of the Fund with respect to brokerage is reviewed by the
Trustees from time to time. Because of the possibility of further regulatory
developments affecting the securities exchanges and brokerage practices
generally, the foregoing practices may be changed, modified or eliminated.
For the fiscal years ended November 30, 1993, 1994 and 1995, brokerage
commissions paid by the Fund on portfolio transactions totalled $1,318,229,
$3,679,752 and $3,531,634 respectively.
None of such commissions was paid to a broker who was an affiliated person
of the Fund or an affiliated person of such a person or, to the knowledge of
the Fund, to a broker an affiliated person of which was an affiliated person
of the Fund, its advisers or its national distributor.
Investment decisions for each Portfolio are made independently from those
of any other Portfolio or those of the other investment companies advised by
the Advisers. Simultaneous transactions are inevitable when several
Portfolios and other investment companies are managed by the same investment
adviser, particularly when the same security is suited for the investment
objectives of more than one Portfolio and one or more of the other investment
companies. When two or more Portfolios and one or more of the other
investment companies advised by the Advisers are simultaneously engaged in
the purchase or sale of the same security, the transactions are allocated
among the Portfolios and the other investment companies in a manner equitable
to the Portfolios and each other investment company. It is recognized that in
some cases this system could have a detrimental effect on the price or volume
of the security as far as a particular Portfolio is concerned. In other
cases, however, it is believed that the ability of the Portfolio to
participate in volume transactions will produce better executions for the
Portfolio. It is the opinion of the Board of Trustees of the Fund that the
desirability of utilizing the Advisers as investment advisers to all
Portfolios of the Fund outweighs the disadvantages that may be said to exist
from simultaneous transactions.
For the fiscal year ended November 30, 1995, the portfolio turnover rates
for the Tax-Exempt Bond Portfolio, Capital Appreciation, International, Real
Estate Securities, Emerging Markets Bond, Endowment Equity and Endowment
Fixed-Income Portfolios were 25%, 218%, 236%, 9%, 38%, 248%, and 618%
respectively. For the fiscal year ended November 30, 1994, the portfolio
turnover rates for the Tax-Exempt Bond Portfolio, Capital Appreciation,
International, Endowment Equity and Endowment Fixed-Income Portfolios were
54%, 227%, 186%, 250% and 124% respectively. For the fiscal year ended
November 30, 1993, the portfolio turnover rates for the Tax-Exempt Bond
Portfolio, Capital Appreciation, International, Endowment Equity and
Endowment Fixed-Income Portfolios were 62%, 174%, 191%, 312% and 183%
respectively. The Endowment Equity and Endowment Fixed-Income Portfolios
commenced operations on May 1, 1993. The Real Estate Securities Portfolio
commenced operations on March 1, 1995. The Emerging Markets Bond Portfolio
commenced operations on September 1, 1995.
8
<PAGE>
PROPOSAL 1.
TO APPROVE OR NOT APPROVE A PROPOSAL TO AMEND THE DECLARATION OF TRUST
REGARDING THE PERMITTED NUMBER OF TRUSTEES AND IN CONNECTION THEREWITH, TO
ELECT FOURTEEN TRUSTEES TO SERVE UNTIL THE NEXT MEETING OF SHAREHOLDERS OR
UNTIL THE ELECTION AND QUALIFICATION OF THEIR SUCCESSORS
The Fund's current Declaration of Trust provides in relevant part that
there shall be not less than five nor more than twelve Trustees. In
connection with the recent merger of Phoenix Securities Group into Duff &
Phelps Corporation (renamed Phoenix Duff & Phelps Corporation), the Fund's
Trustees have determined that adding certain Duff & Phelps' investment
company directors to the Fund's Board should facilitate Fund operations and
the provision and oversight of Fund services. Section 2.1(a) in the proposed
amended Declaration of Trust contains the following language:
Number and Election. At each meeting for the purpose of electing Trustees,
the Shareholders shall fix the number of Trustees to serve until the
election and qualification of their successors, and shall at such meeting
elect the number of Trustees so fixed. The Trustees serving as such may
increase or decrease the number of Trustees to a number other than the
number theretofore fixed. No decrease in the number of Trustees shall have
the effect of removing any Trustee from office prior to the expiration of
his term. However, the number of Trustees may be decreased in conjunction
with the removal of a Trustee pursuant to subsection (d) of this Section
2.1.
Approval of this proposal will require the affirmative vote of a majority
of the outstanding shares of the Fund. The effect of the foregoing proposal
relative to Fund expenses is speculative and generally unascertainable. If
this proposal is approved, the Trustees may fix the number of Trustees
subject to any further proposal with respect to the number of Trustees
approved by the shareholders. Under the 1940 Act, the Trustees must be
elected by the shareholders, although the Trustees themselves can act to fill
Board vacancies. If, at any time, less than a majority of the Trustees have
been elected by the shareholders, the Board or an appropriate officer of the
Fund will call a shareholder meeting to elect Trustees within the ensuing
sixty day period.
Provided shareholders approve the foregoing revision to the Fund's
Declaration of Trust, the persons named in the enclosed proxy intend, unless
such authority is withheld, to vote for fixing the number of Trustees at
fourteen and for the election as Trustees of the nominees named below. All of
the nominees, except Messrs. Jeffries, Morris and Pedersen, are presently
Trustees of the Fund. The Trustees are therefore recommending that the
shareholders fix the number of Trustees at fourteen and elect the persons
whom they have nominated, upon recommendation of the Nominating Committee,
for election as Trustees.
Each of the nominees has agreed to serve as a Trustee if elected. If, at
the time of the meeting, any nominee should be unavailable for election
(which is not presently anticipated), the persons named as proxies may vote
for other persons in their discretion. Trustees will hold office until the
next meeting of shareholders or until the election and qualification of their
successors. Executive officers were elected by the Trustees on February 16,
1994 and will hold office until the first meeting of the Trustees following
the 1996 shareholders' meeting or until the election and qualification of
their successors.
The following table sets forth information as to the principal occupations
during the past five years of nominees for election as Trustees and of the
Fund's executive officers and also sets forth information as to other
directorships held by nominees for election as Trustees.
Nominees for Election as Trustees
C. DUANE BLINN, 68, Trustee since 1987. Partner in the law firm of Day,
Berry & Howard. Trustee/Director, the Phoenix Funds. Director/Trustee, the
National Affiliated Investment Companies (May, 1993--December, 1993).
9
<PAGE>
ROBERT CHESEK, 61, Trustee since 1987 (Chairman from 1989 to 1994).
Trustee/Director, the Phoenix Funds. Director and Chairman, Phoenix
Investment Counsel, Inc. (until 1994). Trustee/Director and Chairman, the
National Affiliated Investment Companies (May, 1993-December, 1993). Vice
President, Common Stock, Phoenix Home Life Mutual Insurance Company (until
1993).
E. VIRGIL CONWAY, 66, Trustee since 1993. Chairman, Financial Accounting
Standards Advisory Council. Trustee/Director, the Phoenix Funds, Consolidated
Edison Company of New York, Inc., Pace University, Atlantic Mutual Insurance
Company, HRE Properties, Greater New York Councils, Boy Scouts of America,
Union Pacific Corp., Centennial Insurance Company, Josiah Macy, Jr.
Foundation, and the Harlem Youth Development Foundation. Director,
Accuhealth, Trism, Inc., Realty Foundation of New York, and Chairman, New
York Housing Partnership Development Corp. Chairman, Audit Committee of the
City of New York. Chairman, Metropolitan Transportation Authority. Advisory
Director, Fund Directions, Blackrock Mortgage Securities Fund and Blackrock
Freddie Mac Mortgage Securities Fund. Director/Trustee, the National
Affiliated Investment Companies (1987-1993). Director, New York Chamber of
Commerce and Industry (1979-1990).
HARRY DALZELL-PAYNE, 66, Trustee since 1993. Trustee/Director, the Phoenix
Funds. Director, Farragut Mortgage Co., Inc. (1991-1994). Consultant, The
Levett Group Holding, Inc. (1989-1990) and independent real estate market
consultant (1982-1990). Director/Trustee, the National Affiliated Investment
Companies (1987-1993). Formerly, a Major General of the British Army.
*FRANCIS E. JEFFRIES, 65, Chairman of the Board, Phoenix Duff & Phelps.
Trustee, Phoenix Duff & Phelps Mutual Funds. Director, Duff & Phelps
Utilities Income Fund, Duff & Phelps Utilities Tax-Free Income, Inc., Duff &
Phelps Utility and Corporate Bond Trust, Inc. and The Empire District
Electric Company. Director (1989-1995), Chief Executive Officer (1992-1995)
and President (1989-1993), Duff & Phelps Corporation.
LEROY KEITH, JR., 57, Trustee since 1987. Trustee/Director, the Phoenix
Funds. Trustee, Keystone Liquid Trust, Keystone Tax Exempt Trust, Keystone
Tax Free Fund, Master Reserves Trust and Master Reserves Tax Free Trust.
Director, Keystone International Fund, Inc. Director, Equifax Corporation.
President, Morehouse College (1987-1994). Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993). Director, First
Union Bank of Georgia (1989-1993) and Blue Cross/Blue Shield (1989-1993).
*PHILIP R. MCLOUGHLIN, 49, Trustee and President since 1989. Executive
Vice President and Chief Investment Officer, Phoenix Home Life Mutual
Insurance Company. Director/Trustee and President, the Phoenix Funds. Vice
Chairman and Chief Executive Officer, Phoenix Duff & Phelps. Director and
President, Phoenix Equity Planning Corporation. Director, Phoenix Investment
Counsel, Inc. and Phoenix Realty Securities, Inc. Director, Chairman and
Chief Executive Officer, National Securities & Research Corporation.
Director/Trustee, the National Affiliated Investment Companies (May,
1993-December, 1993).
EVERETT L. MORRIS, 66, Vice President, W. H. Reaves and Company
(1993--present). Trustee, Phoenix Duff & Phelps Mutual Funds. Director, Duff &
Phelps Utilities Tax-Free Income, Inc., and Duff & Phelps Utility and Corporate
Bond Trust, Inc. Director, Public Service Enterprise Group Incorporated and
President and Chief Operating Officer of Enterprise Diversified Holdings
Incorporated (1992-1993). Senior Executive Vice President and Chief Financial
Officer, Public Service Electric and Gas Company (1991-1992). Director, First
Fidelity Bank, N.A. (until 1991).
JAMES M. OATES, 49, Trustee since 1987. Managing Director, The Wydown
Group. Trustee/Director, the Phoenix Funds. Director, Phoenix Duff & Phelps
Corporation, Investors Bank & Trust Corporation, Investors Financial Services
10
<PAGE>
Corporation, Blue Cross and Blue Shield of New Hampshire and Govett Worldwide
Opportunity Funds Inc. President and Chief Executive Officer, Neworld Bank
(1984-1994). Director, Massachusetts Bankers Association (1990-1993).
Director/Trustee, the National Affiliated Investment Companies (May,
1993-December, 1993). Director, Savings Bank Life Insurance Company
(1988-1994).
*CALVIN J. PEDERSEN, 53, Director, Phoenix Duff & Phelps (since 1992).
President, Phoenix Duff & Phelps (since July 1993). Executive Vice President,
Duff & Phelps (January 1992 to July 1993). President and Chief Executive
Officer, Duff & Phelps Utilities Tax-Free Income, Inc. and Duff & Phelps
Utility and Corporate Bond Trust, Inc. Trustee, Phoenix Duff & Phelps Mutual
Funds.
PHILIP R. REYNOLDS, 68, Trustee since 1987. Director, Vestaur Securities,
Inc. (mutual fund). Trustee and Treasurer, J. Walton Bissell Foundation, Inc.
Trustee/Director, the Phoenix Funds. Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993).
HERBERT ROTH, JR., 67, Trustee since 1987. Trustee/Director, the Phoenix
Funds. Director, Phoenix Home Life Mutual Insurance Company, Boston Edison
Company, Landauer, Inc. (medical services), Tech Ops./Sevcon Inc. (electronic
controllers), and Mark IV Industries (diversified manufacturer). Director,
Key Energy Group (oil rig service)(1988-1994). Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993).
RICHARD E. SEGERSON, 49, Trustee since 1993. Trustee/Director, the Phoenix
Funds. Vice President and General Manager, Coats & Clark, Inc. (previously
Tootal American, Inc.)(1991-1993). Director/Trustee, the National Affiliated
Investment Companies (1984-1993). Consultant, Tootal Group (1989-1991).
LOWELL P. WEICKER, JR., 64, Trustee since 1995. Trustee/Director, the
Phoenix Funds. Chairman, Dresing, Lierman, Weicker. Governor, State of
Connecticut (1991-1995).
*Indicates that the nominee is an "interested person" of the Fund, as that
term is defined in the Investment Company Act of 1940. Mr. Jeffries is
Director and Chairman of the Board and Mr. Pedersen is Director and President
of Phoenix Duff & Phelps and therefore an "interested person" of the Fund's
Investment Adviser and, as such is an "interested person" of the Fund. Mr.
McLoughlin is a director of the Investment Advisers and therefore an
"interested person" of the Fund's Investment Advisers and, as such, is an
"interested person" of the Fund.
Executive Officers
(Other than Philip R. McLoughlin, President, who is described above.)
MARTIN J. GAVIN, 45, Executive Vice President since 1995. Executive Vice
President, Finance and Operations, Phoenix Duff and Phelps. Executive Vice
President and Director, Phoenix Investment Counsel, Inc., and Phoenix Equity
Planning Corporation. Director, W.S. Griffith & Co., Inc. and Townsend
Financial Advisers, Inc. Director and Vice President, PM Holdings, Inc.
Executive Vice President, Phoenix Funds. Senior Vice President, Investment
Products, Phoenix Home Life Mutual Insurance Company (until 1995).
MICHAEL E. HAYLON, 38, Executive Vice President since 1995. Executive Vice
President, Investments, Phoenix Duff & Phelps. Executive Vice President,
Phoenix Funds. Director and President, Phoenix Investment Counsel, Inc.
Director and Executive Vice President, National Securities & Research
Corporation. Senior Vice President, Securities Investments, Phoenix Home Life
Mutual Insurance Company (until 1995). Various positions with Phoenix Home
Life Mutual Insurance Company (1990-1993).
11
<PAGE>
WILLIAM J. NEWMAN, 56, Senior Vice President since 1995. Vice President,
Common Stock, and Chief Investment Strategist, Phoenix Home Life Mutual
Insurance Company. Executive Vice President, Phoenix Investment Counsel, Inc.
Chief Investment Strategist, Kidder, Peabody Co., Inc. (until 1994). Managing
Director, Head of Equities, Bankers Trust (until 1993).
DAVID L. ALBRYCHT, 34, Vice President since 1993. Vice President, Phoenix
Asset Reserve and Phoenix Multi-Sector Fixed Income Fund, Inc. Vice
President, Phoenix Investment Counsel, Inc. Portfolio Manager, Phoenix Home
Life Mutual Insurance Company (until 1995).
CURTISS O. BARROWS, 44, Vice President since 1995. Vice President, Phoenix
Series Fund, Phoenix Investment Counsel, Inc., and National Securities &
Research Corporation. Portfolio Manager, Public Bonds, Phoenix Home Life
Mutual Insurance Company (until 1995). Various positions with Phoenix Home
Life Mutual Insurance Company (1985-1991).
JAMES M. DOLAN, 46, Vice President since 1991. Vice President and
Compliance Officer and Assistant Secretary, Phoenix Equity Planning
Corporation. Vice President, Phoenix Funds. Vice President, Assistant Clerk
and Assistant Secretary, Phoenix Investment Counsel, Inc. Vice President and
Compliance Officer, and Assistant Secretary, National Securities & Research
Corporation. Vice President and Compliance Officer, Phoenix Realty Advisors,
Inc. Chief Compliance Officer, Phoenix Realty Securities, Inc.
JEANNE H. DOREY, 34, Vice President since 1993. Vice President, Phoenix
Investment Counsel, Inc., The Phoenix Edge Series Fund, Phoenix Worldwide
Opportunities Fund and National Securities & Research Corporation. Portfolio
Manager, International, Phoenix Home Life Mutual Insurance Company (until
1995).
PETER S. LANNIGAN, 35, Vice President since 1995. Vice President, Phoenix
Investment Counsel, Inc. Assistant Vice President, Public Fixed Income,
Phoenix Home Life Mutual Insurance Company (until 1995). Associate Director,
Bond Rating Group, Standard & Poor's Corp. (1989-1993).
THOMAS S. MELVIN, JR., 52, Vice President since 1993. Vice President,
Phoenix Investment Counsel, Inc. and National Securities & Research
Corporation. Portfolio Manager, Common Stock, Phoenix Home Life Mutual
Insurance Company (until 1995). Portfolio Manager, Constitution Capital
Management (1987-1991).
WILLIAM R. MOYER, 51, Vice President since 1991. Senior Vice President,
Finance, and Treasurer, Phoenix Equity Planning Corporation and National
Securities & Research Corporation. Senior Vice President, Finance and
Treasurer, Phoenix Investment Counsel, Inc. Vice President, the Phoenix
Funds. Senior Vice President and Chief Financial Officer, Phoenix Duff &
Phelps Corporation. Senior Vice President, Chief Financial Officer and
Treasurer, W.S. Griffith & Co., Inc. and Townsend Financial Advisers, Inc.
Vice President, Investment Products Finance, Phoenix Home Life Mutual
Insurance Company; (until 1995).
SCOTT C. NOBLE, 49, Vice President since 1994. Senior Vice President, Real
Estate, Phoenix Home Life Mutual Insurance Company. Director and President,
Phoenix Realty Advisors, Inc., and Phoenix Founders, Inc. Director, President
and Chief Executive Officer, Phoenix Realty Group, Inc., Phoenix Realty
Investors, Inc. and Phoenix Realty Securities, Inc. Director and Executive
Vice President, Phoenix Real Estate Securities, Inc. Vice President, The
Phoenix Edge Series Fund.
BARBARA RUBIN, 42, Vice President since 1995. Vice President, Real Estate,
Phoenix Home Life Mutual Insurance Company. Vice President, The Phoenix Edge
Series Fund, Phoenix Real Estate Securities, Inc., Phoenix American
12
<PAGE>
Life Insurance Company and 238 Columbus Blvd., Inc. Director, Phoenix Home
Life Federal Credit Union and VNA Health Care, Inc. Executive Vice President,
Phoenix Realty Group, Inc. President, Phoenix Realty Securities, Inc.
Director and Vice President, Phoenix Founders, Inc. Various positions with
Phoenix Home Life Mutual Insurance Company (1986-1994).
LEONARD J. SALTIEL, 41, Vice President since 1994. Vice President,
Investment Operations, Phoenix Home Life Mutual Insurance Company. Senior
Vice President, Phoenix Equity Planning Corporation. Vice President, Phoenix
Funds and National Securities & Research Corporation. Various positions with
Phoenix Home Life Mutual Insurance Company (1992-1994).
JAMES D. WEHR, 38, Vice President since 1988. Vice President, The Phoenix
Edge Series Fund, Phoenix Series Fund, Phoenix California Tax-Exempt Bonds,
Inc., Phoenix Investment Counsel, Inc., and National Securities & Research
Corporation. Managing Director, Public Fixed Income, Phoenix Home Life Mutual
Insurance Company (until 1995). Various positions with Phoenix Home Life
Mutual Insurance Company (1981-1991).
JOHN T. WILSON, 32, Vice President since 1994. Vice President, Phoenix
Worldwide Opportunities Fund, The Phoenix Edge Series Fund, Phoenix
Investment Counsel, Inc. and National Securities & Research Corporation.
Portfolio Manager, Common Stock, Phoenix Home Life Mutual Insurance Company
(until 1995). Various positions with Phoenix Home Life Mutual Insurance
Company (1990-1994).
G. JEFFREY BOHNE, 48, Secretary since 1993. Vice President and General
Manager, Phoenix Home Life Mutual Insurance Company. Vice President, Transfer
Agent Operations, Phoenix Equity Planning Corporation. Secretary, the Phoenix
Funds. Vice President, Home Life of New York Insurance Co. (1984-1992).
NANCY G. CURTISS, 43, Treasurer since 1994. Second Vice President and
Treasurer, Fund Accounting, Phoenix Home Life Mutual Insurance Company. Vice
President, Fund Accounting, Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds. Various positions with Phoenix Home Life Mutual Insurance
Company (1978-1994).
Audit, Nominating and Executive Committees
The Board of Trustees has a standing Audit Committee, a Nominating
Committee and an Executive Committee. The members are appointed at the first
meeting of the Board following a meeting of the shareholders at which
Trustees are elected.
The members of the Audit Committee of the Fund include only Trustees who
are not interested persons of the Fund. The current members of the Audit
Committee are Messrs. Blinn, Conway, Oates, Roth, Segerson and Weicker, none
of whom is an interested person, as that term is defined in the Investment
Company Act of 1940, of the Fund. The Audit Committee held four meetings
during the fiscal year ended November 30, 1995.
The Audit Committee meets with the Fund's auditors to review the scope of
auditing procedures, the adequacy of internal controls, compliance by the
Fund with the accounting, recordkeeping and financial reporting requirements
of the Investment Company Act of 1940, and the possible effect on Fund
operations of any new or proposed tax or other regulations applicable to
investment companies. The Committee reviews services provided to the Fund
pursuant to the Advisory Agreements and other service agreements to determine
if the Fund is receiving satisfactory services at reasonable prices; reviews
and recommends policies and practices relating to principles to be followed
in the conduct of Fund operations; makes an annual recommendation concerning
the appointment of auditors and approves all services provided by auditors.
The Audit Committee reports the results of its inquiries to the Board of
Trustees.
13
<PAGE>
The Nominating Committee consists only of Trustees who are not interested
persons of the Fund. It recommends to the Board of Trustees persons to be
elected as Trustees. The Nominating Committee held one meeting during the
fiscal year ended November 30, 1995. The Committee met on November 15, 1995
and voted to recommend the nomination of the persons listed as nominees in
this Proxy Statement. The Nominating Committee currently consists of Messrs.
Chesek, Dalzell-Payne, Keith, Reynolds and Roth. It will consider individuals
proposed by a shareholder for election as a Trustee. Shareholders wishing 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 Executive Committee consists of three Trustees, two of whom are not
interested persons of the Fund. The Executive Committee is empowered to act
for the Board on matters that can be delegated to a committee. The Executive
Committee meets on an as-needed basis as appropriate between Board meetings.
Five meetings of the Board of Trustees were held during the fiscal year
ended November 30, 1995. During this fiscal year, all of the Trustees
attended two meetings of the Board, and at three of the meetings all but one
of the Trustees attended 100% of the meetings of the Board. None of the
Trustees attended fewer than 75% of the meetings of the Board. All but one of
the Trustees who served on the Audit, Nominating or Executive Committee
attended all of the committee's meetings.
For services rendered to the Fund during the fiscal year ended November
30, 1995, the Trustees who were not interested persons of the Fund received
an aggregate of $102,545 as Trustees' fees. Each Trustee who is not a
full-time employee of PIC or PRS or any of their affiliates currently
receives for his services on the Boards of the relevant Phoenix Funds, a
retainer at the annual rate of $36,000 and $2,000 per joint meeting of the
Boards. Each Trustee who serves on the Audit Committee receives a retainer at
the annual rate of $2,000 and $2,000 per joint Audit Committee meeting
attended. Each Trustee who serves on the 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 $1,000 and $1,000 per joint Executive
Committee meeting attended. For the Fund alone, each Trustee who is not a
full-time employee of the Advisers or any of their affiliates receive for his
services a retainer at the annual rate of $3,600 and a fee of $200 per
meeting attended; each Trustee who serves on the Audit Committee of the Fund
receives a retainer at the annual rate of $200 and $200 per Audit Committee
meeting attended; each Trustee who serves on the Fund's Nominating Committee
receives a retainer at the annual rate of $100 and a fee of $1,000 per
Nominating Committee meeting attended and each Trustee who serves on the
Executive Committee and who is not an interested person of the Fund receives
a retainer at the annual rate of $100 and $1,000 per joint Executive
Committee meeting attended. Officers are compensated for their services by
the Advisers or Phoenix Home Life and receive no compensation from the Fund.
For the Fund's last fiscal year, the Trustees received the following
compensation:
14
<PAGE>
COMPENSATION TABLE
<TABLE>
<CAPTION>
Total
Compensation
Pension or From Fund
Retirement Estimated and Fund
Aggregate Benefits Accrued Annual Complex (10
Compensation As Part of Fund Benefits Upon Funds) Paid to
Name From Fund Expenses Retirement Trustees
---------------------- ----------- --------------------- --------------------- -----------------
<S> <C> <C> <C> <C>
C. Duane Blinn $10,305* $47,500
Robert Chesek $ 9,338 $42,750
E. Virgil Conway $11,673 $53,500
Harry Dalzell-Payne $ 9,718 $44,500
Leroy Keith, Jr. $ 9,278 $42,500
Philip R. McLoughlin $ 0 None for any Trustee None for any Trustee $ 0
James M. Oates $11,225 $51,500
Philip R. Reynolds $ 9,718 $44,500
Herbert Roth, Jr. $12,340* $56,500
Richard E. Segerson $11,225 $51,500
Lowell P. Weicker, Jr. $ 7,725 $34,500
</TABLE>
*At the request of Messrs. Blinn and Roth, arrangements have been
established to permit their compensation (and the earnings thereon) to be
deferred until their retirement or resignation from the Board of Trustees, or
their death or permanent disability.
RECOMMENDATION
THE TRUSTEES RECOMMEND A VOTE "FOR"
APPROVAL OF THE AMENDMENT TO THE
DECLARATION OF TRUST AND THE ELECTION OF
THE 14 NOMINEES FOR TRUSTEES
PROPOSAL 2.
RATIFICATION OR REJECTION OF
SELECTION OF AUDITORS
On the recommendation of the Audit Committee, the Trustees (including a
majority of those Trustees who are not interested persons of the Fund) have
selected Price Waterhouse LLP, independent accountants, as auditors for the
Fund for the fiscal year ending November 30, 1995. The Fund has been advised
that none of the partners of such firm have any financial interest in the
Fund. The selection of auditors is subject to ratification or rejection by
the shareholders at the meeting.
A representative of Price Waterhouse LLP, auditors for the Fund for the
fiscal year ended November 30, 1994, will be present at the meeting. The
representative will have the opportunity to make a statement and will be
available to respond to appropriate questions.
15
<PAGE>
The Fund's auditors examine the financial statements of the Fund annually,
issue a report on internal controls and procedures for inclusion in
Securities and Exchange Commission filings for the year, review the Fund's
annual and semi-annual financial statements and prepare or review the Fund's
income tax returns.
RECOMMENDATION
THE TRUSTEES RECOMMEND A VOTE "FOR"
RATIFICATION OF THE SELECTION OF AUDITORS
PROPOSAL 3.
MISCELLANEOUS
As of the date of this Proxy Statement, the Fund's management knows of no
other matters to be brought before this meeting. However, if other matters
properly come before this meeting, the persons named in the enclosed proxy
will vote in accordance with their judgment on such matters.
VOTES REQUIRED
The shares of all classes of all series will be voted together with
respect to the Proposals. The Vote of a Majority of the Outstanding Shares of
the Fund (as defined in the 1940 Act) is necessary for the approval of each
Proposal. For this purpose, the Vote of a Majority of the Outstanding Shares
of the Fund means the lesser of (A) the vote of 67% or more of the holders of
the shares of the Fund present at the meeting if the holders of more than 50%
of the outstanding shares are present or represented by proxy or (B) the vote
of the holders of more than 50% of the outstanding shares of the Fund.
PROPOSALS FOR NEXT MEETING OF SHAREHOLDERS
The next meeting of shareholders is scheduled to be held in 1999.
Proposals by any shareholder of the Fund which are intended to be presented
at the meeting must be received by the Fund for inclusion in its proxy
statement and form of proxy relating to such meeting on or before December
31, 1998.
By Order of the Board of Trustees,
G. Jeffrey Bohne, Secretary
Greenfield, Massachusetts
January 26, 1996
16
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND PROXY
The undersigned shareholder of Phoenix Multi-Portfolio Fund (the "Fund"),
hereby constitutes and appoints Philip R. McLoughlin, Thomas N. Steenburg and
Richard J. Wirth, and any and each of them, proxies and attorneys of the
undersigned, with power of substitution to each, for and in the name of the
undersigned to vote and act upon all matters (unless and except as expressly
limited on the reverse) at the Special Meeting of Shareholders of the Fund to be
held on February 20, 1996 at the offices of the Fund, 101 Munson Street,
Greenfield, Massachusetts, and at any and all adjournments thereof, with respect
to all shares of the Fund for which the undersigned is entitled to provide
instructions or with respect to which the undersigned would be entitled to
provide instructions or act, with all the powers the undersigned would possess
if personally present and to vote with respect to specific matters as set forth
on the reverse. Any proxies heretofore given by the undersigned with respect to
said meeting are hereby revoked.
The signature on this Proxy should correspond exactly with the
shareholder's name as it appears hereon. In the case of joint tenancies,
co-executors or co-trustees, all should sign. Persons signing as attorney,
executor, administrator, trustee or guardian should give their full title.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES WHO RECOMMEND
A VOTE "FOR" EACH OF THE PROPOSALS.
[x] Please mark votes as in this Example.
PROPOSAL 1. APPROVAL OF AMENDMENT TO DECLARATION OF TRUST REGARDING THE
PERMITTED NUMBER OF TRUSTEES AND ELECTION OF TRUSTEES
Withhold
Authority For All
For [Against] Except
[ ] [ ] [ ]
To amend the Declaration of Trust and
to fix the number of Trustees at fourteen and
elect Trustees (except as marked to the
contrary below).
D. Blinn, R. Chesek, V. Conway, H. Dalzell-Payne, F. Jeffries, L. Keith, P.
McLoughlin, E. Morris, J. Oates, C. Pedersen, P. Reynolds, H. Roth, R.
Segerson and L. Weicker.
<PAGE>
INSTRUCTIONS: To withhold authority to vote for any individual nominee, but to
approve the amendment to the Declaration of Trust, mark the "FOR ALL EXCEPT" box
and strike a line through the nominee's name. To vote against this proposal in
its entirety, check "Withhold Authority." To abstain from voting on this
proposal, check "For All Except" and strike a line through all nominees' names.
Unless authority is withheld to vote for all nominees, the persons named as
proxies shall vote to fix the number of Trustees at fourteen and to approve the
amendment of the Fund's Declaration of Trust.
PROPOSAL 2. RATIFICATION OF SELECTION OF PRICE WATERHOUSE LLP AS AUDITORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF
SPECIFY DESIRED ACTION BY CHECK MARK IN THE APPROPRIATE SPACE. IN THE ABSENCE
OF SUCH SPECIFICATION, THE PERSONS NAMED PROXIES HAVE DISCRETIONARY
AUTHORITY, WHICH THEY INTEND TO EXERCISE BY VOTING SHARES REPRESENTED BY THIS
PROXY FOR THE ELECTION OF TRUSTEES AND IN FAVOR OF THE PROPOSALS. PLEASE
RETURN THIS PROXY CARD PROMPTLY BY USING THE ENCLOSED ENVELOPE.
Dated: ____________________________________, 19__
__________________________________________________
__________________________________________________
Signature of Shareholder(s)
The signature on this Proxy should correspond exactly with the
shareholder's name as it appears hereon. In the case of joint
tenancies, co-executors or co-trustees, all should sign. Persons
signing as attorney, executor, administrator, trustee or guardian
should give their full title.
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