SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
PHOENIX MULTI-PORTFOLIO FUND
----------------------------
(Name of Registrant as Specified in its Charter)
Thomas N. Steenburg, Esq.
c/o Phoenix Duff & Phelps Corporation
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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PHOENIX MULTI-PORTFOLIO FUND
101 Munson Street
Greenfield, Massachusetts 01301
Notice of Special Meeting in Lieu of the Annual Meeting
of Shareholders to be Held October 10, 1997
To the Shareholders:
A Special Meeting in lieu of the Annual 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 Friday, October 10, 1997 at
10:00 a.m. for the following purposes:
TO BE VOTED UPON ONLY BY SHAREHOLDERS OF DIVERSIFIED INCOME PORTFOLIO
(1) To approve or not approve a new Investment Advisory
Agreement providing for changes to the fees paid to the
Investment Adviser;
(2) To approve or not approve eliminating or restating as such
certain fundamental policies of the Portfolio, including its
investment objective to maximize current income by investing
in debt securities with a secondary objective of preserving
capital appreciation, as described in the accompanying Proxy
Statement;
(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 September 12, 1997 as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting.
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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
September 30, 1997
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PHOENIX MULTI-PORTFOLIO FUND
101 Munson Street
Greenfield, Massachusetts 01301
--------------------
PROXY STATEMENT
A Special Meeting in Lieu of the Annual Meeting
of Shareholders to be Held on October 10, 1997
INTRODUCTION
The enclosed proxy is solicited by the Board of Trustees of Phoenix
Multi-Portfolio Fund (the "Trust") for use at the Special Meeting in lieu of the
Annual Meeting of Shareholders to be held on Friday, October 10, 1997, and at
any adjournment(s) thereof. Shareholders of record at the close of business on
September 12, 1997 of Phoenix Diversified Income Portfolio (the "Fund") are
entitled to notice of and to vote at the meeting or any adjourned session. As of
September 12, 1997, there were in the aggregate, 636,490.926 issued and
outstanding shares of the Fund, of par value of one dollar per share.
Shareholders 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, which is estimated to approximate $2,000, will be borne by the adviser
or an affiliate, but not by the Fund.
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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 September 30, 1997. A copy of the Fund's most recent
annual report 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.
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 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.
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Security Ownership of Certain Beneficial Owners and Management
Phoenix Home Life Mutual Insurance Company owns 100% of the Fund's
outstanding shares.
On September 12, 1997, 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"), 56 Prospect Street, Hartford, Connecticut 06115-0480 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 ("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 office of Phoenix
Home Life is located at One American Row, Hartford, Connecticut 06102-5056. The
principal office of Phoenix Duff & Phelps is located at 56 Prospect Street,
Hartford, Connecticut 06115-4080. The principal office of Phoenix Realty is
located 38 Prospect Street, Hartford, Connecticut 06115-0479. The principal
office of Equity Planning is 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 all other
Portfolios of Phoenix Multi-Portfolio Fund (except the Real Estate Securities
Portfolio), Phoenix Strategic Allocation Fund, Inc., The Phoenix Edge Series
Fund (all Series other Aberdeen New Asia Series and Phoenix Real Estate
Securities Series), Phoenix Strategic Equity Series Fund (all Series other than
Phoenix Equity Opportunities Fund), Phoenix Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (except Enhanced Reserves Portfolio and Real Estate
Equity Securities Portfolio), and as subadviser to SunAmerica Series Trust. PIC
will also be the investment adviser to the Growth and Income Fund of the Phoenix
Equity Series Fund and to the Value Equity Fund and Small Cap Value Fund of the
Phoenix Investment Trust 97 which currently are in registration but are not
effective. PIC has ceased as sub-adviser to American Skandia Trust Phoenix
Balanced Asset Portfolio effective October 14, 1996, Chubb America Fund, Inc.
effective August 28, 1997, and to JNL Series Trust effective May 1, 1997.
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As compensation for its services to Phoenix Strategic Allocation Fund,
Inc., PIC is entitled to a fee, payable monthly, at the annual rate of 0.65% of
the average of the aggregate daily net asset values up to $1 billion; 0.60% of
such values between $1 billion and $2 billion; and 0.55% of such values in
excess of $2 billion.
As compensation for its services to each Series (other than Research
Enhanced Index Series, Aberdeen New Asia Series and the Phoenix Real Estate
Securities Series) of The Phoenix Edge Series Fund, PIC is entitled to a fee,
payable monthly, 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%, 0.55% and 0.75%, for
the Money Market, Growth, Multi-Sector Fixed Income, Strategic Allocation,
International, Balanced Series and Strategic Theme respectively; for the next
$250,000,000 in assets, 0.35%, 0.65%, 0.45%, 0.55%, 0.70%, 0.50% and 0.70%, for
those Series respectively, and for assets over $500,000,000, 0.30%, 0.60%,
0.40%, 0.50%, 0.65%, 0.45% and 0.65%, for those Series respectively. As
compensation for its services to the Research Enhanced Index Series of The
Phoenix Edge Series Fund, PIC is entitled to a fee, payable monthly, at the
annual rate of 0.45% of the average of the aggregate daily net asset values of
such Series. As compensation for its services to the Real Estate Securities
Series of The Phoenix Edge Series Fund, PRS is entitled to a fee, payable
monthly, 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 $2 billion. The amounts
payable to PIC and PRS are 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 are
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 each Series of Phoenix Strategic Equity
Series Fund, (other than Phoenix Equity Opportunities Fund), PIC is entitled to
a fee, payable monthly, 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, 0.75% for the Strategic Theme and Small Cap Series; for the
next $1 billion in assets, 0.70% for those Series, and for assets over $2
billion, 0.65% for those Series. 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 value for the period for which the fee
had been paid.
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As compensation for its services to each Series of Phoenix Series Fund, PIC
is entitled to a fee, payable monthly, 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, Aggressive Growth, 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 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 value for the
period for which the fee had been paid.
As compensation for its services to Phoenix Duff & Phelps Institutional
Mutual Funds (except Enhanced Reserves Portfolio and Real Estate Equity
Securities Portfolio), PIC is entitled to a fee, payable monthly, 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, 0.55%, 0.45%,
0.60%, 0.25% and 0.30% for the Balanced, Managed Bond, Growth, Money Market and
U.S. Government Securities, respectively and for assets over $1 billion, 0.50%,
0.40%, 0.55%, 0.20% and 0.25% for those funds 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, 1996, Phoenix Strategic Allocation Fund, Inc., The
Phoenix Edge Series Fund (all Series other than Aberdeen New Asia Series and
Phoenix Real Estate Securities Series), Phoenix Strategic Equity Series Fund
(all Series other than Phoenix Equity Opportunities Fund), Phoenix Series Fund,
Phoenix Duff & Phelps Institutional Mutual Funds (except Enhanced Reserves
Portfolio and Real Estate Equity Securities Portfolio), 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 $336,837,000, $2,322,204,000, $386,561,000,
$5,871,815,000, $306,006,000, $20,055,000, $69,912,000 and $183,351,000,
respectively.
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PRS serves as investment adviser to Phoenix Real Estate Equity Securities
Portfolio, a Portfolio of Phoenix Duff & Phelps Institutional Mutual Funds,
Phoenix Real Estate Securities Series, a series of The Phoenix Edge Series Fund
and to Phoenix Real Estate Securities Portfolio, a portfolio of the Trust. As
compensation for its services to Phoenix Real Equity Securities Portfolio, PRS
is entitled to a fee, payable monthly, a base fee based on the annual rate of
0.50% of the average aggregate daily net asset value of the Portfolio. 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, 1996, Phoenix Real Estate Equity Securities Portfolio,
Phoenix Real Estate Securities Series and Phoenix Real Estate Securities
Portfolio had assets under management of approximately $ 0, $16,040,000 and
$31,200,000, respectively.
The directors of PIC are Michael E. Haylon, President, Philip R. McLoughlin
and David R Pepin. 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, Matthew Considine, Jeanne H. Dorey, Timothy
M. Heaney, William E. Keen, III, Peter S. Lannigan, David Lui, Thomas S. Melvin,
Jr. and Leonard J. Saltiel, Vice Presidents of the Fund, are also officers of
PIC. James D. Wehr, Senior Vice President of the Fund, is also Managing
Director, Fixed Income of PIC; William R. Moyer, Vice President of the Fund, is
Senior Vice President, Chief Financial Officer and Treasurer of PIC and William
J. Newman, Senior Vice President of the Fund is Executive Vice President and
Chief Investment Strategist of PIC.
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Michael E. Haylon, Philip R. McLoughlin and David R. Pepin 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, 1994, 1995 and
1996, Equity Planning's gross commissions on sales of Trust shares totaled
$3,280,959, $1,655,136, and $1,599,637, respectively. Of these gross selling
commissions, $2,912,614, $1,454,880 and $1,340,722, respectively, were paid to
dealers. Equity Planning also acts as financial agent of the Trust. For services
in this capacity during the fiscal years ended November 30, 1994, 1995 and 1996,
Equity Planning received fees of $233,476, $229,771 and $245,491, 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, Searfoss and Ms. Young is One American Row, Hartford,
Connecticut 06102-5056. The address of Mr. McLoughlin is 56 Prospect Street,
Hartford, Connecticut 06115-0480. 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 06083-2200. 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.
Barbara Rubin is Vice President of the Fund and an officer of PRS.
The Advisory Agreements
The Investment Advisory Agreements between the Trust and PIC and between
the Trust and PRS (collectively, the "Advisory Agreements") provide that PIC and
PRS will serve as investment advisers to the Trust and to each portfolio of the
Trust ("Portfolios") established and designated by the Trustees which, at
November 30, 1996, were the Mid Cap Portfolio previously known as Capital
Appreciation Portfolio, the International Portfolio, the Tax-Exempt Bond
Portfolio, the Endowment Equity Portfolio, the Diversified Income Portfolio
previously known as Endowment Fixed-Income Portfolio, the Emerging Markets Bond
Portfolio, and the Real Estate Securities Portfolio.
With respect to the assets of the Mid Cap, International, Tax-Exempt Bond,
Endowment Equity, Diversified Income and Emerging Markets Bond Portfolios, PIC
acts under an Advisory Agreement dated January 1, 1994. The shareholders of the
Fund last approved the Advisory Agreement on January 31, 1994 because the
Advisory Agreement provided for a revised fee structure. With respect to the
assets of the Real Estate Securities Portfolio, PRS acts under an Advisory
Agreement dated February 28, 1995. The shareholders of the Fund last approved
the Advisory Agreement March 1, 1995 to add the Real Estate Securities Portfolio
to the Advisory Agreement. 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.
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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 Commission and registering or qualifying its shares
under state or other securities laws and the expense of preparing and mailing
prospectuses and reports to existing shareholders. 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 Trust'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
Trust 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
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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
best of the Trust's knowledge, require that each Adviser reimburse the Trust, to
the extent of the compensation received by it from the Trust, 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 period from April 1, 1993 to November 30, 1997, PIC has agreed to
reimburse the Fund for the amount by which the total operating expenses of the
Endowment Equity Portfolio and the Diversified 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 exceed 1.50% and 2.25%, respectively, of the average net
assets for the fiscal years ended November 30, 1995, 1996 and 1997. 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 exceed 1.30% and 2.05%, respectively, of the average net
assets for the fiscal years ended November 30, 1995, 1996 and 1997. For the
fiscal years ended November 30, 1994, 1995 and 1996, PIC reimbursed the Trust
$150,321, $175,341, and $189,883 respectively, for the benefit of the Endowment
Equity Portfolio and the Diversified Income Portfolio. In addition, for the
fiscal year ended November 30, 1996, PIC reimbursed the Trust $123,979 for the
benefit of the Emerging Markets Bond Portfolio. PRS reimbursed the Fund $130,944
for the benefit of the Real Estate Securities Portfolio for the fiscal year
ended November 30, 1996.
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 Tax-Exempt Bond, Mid Cap, International, Endowment Equity,
Diversified 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 Trust, PRS is
entitled to a fee, payable monthly, 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 $2
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billion. 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 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 Trust during the
fiscal years ended November 30, 1994, 1995, and 1996, PIC received fees of
$5,214,956, $5,240,280, and $5,524,141, respectively. For services to the Trust
during the fiscal years ended November 30, 1995 and 1996, PRS received fees of
$51,536 and $168,177.
The Advisory Agreements provide that the Investment Advisers shall not be
liable to the Trust or to any shareholder of the Trust for any error of judgment
or mistake of law or for any loss suffered by the Trust or by any shareholder of
the Trust 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 Advisers in the
performance of their 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
either 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 Trust.
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
10
<PAGE>
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.
The Trust has adopted a policy and procedures governing the execution of
aggregated advisory client orders ("bunching procedures") in an attempt to lower
commission costs on a per-share and per-dollar basis. According to the bunching
procedures, the Advisor shall aggregate transactions unless it believes in its
sole discretion that such aggregation is inconsistent with its duty to seek best
execution (which shall include the duty to seek best price) for the Trust. No
advisory account of the Adviser is to be favored over any other account and each
account that participates in an aggregated order is expected to participate at
the average share price for all transactions of the Adviser in that security on
a given business day, with all transaction costs shared pro rata based on the
Trust's participation in the transaction. If the aggregated order is filled in
its entirety, it shall be allocated among the Adviser's accounts in accordance
with the allocation order, and if the order is partially filled, it shall be
allocated pro rata based on the allocation order. Notwithstanding the foregoing,
the order may be allocated on a basis different from that specified in the
allocation order if all accounts of the Adviser whose orders are allocated
receive fair and equitable treatment and the reason for such different
allocation is explained in writing and is approved in writing by the Adviser's
compliance officer as soon as practicable after the opening of the markets on
the trading day following the day on which the order is executed. If an
aggregated order is partially filled and allocated on a basis different from
that specified in the allocation order, no account that is benefited by such
different allocation may intentionally and knowingly effect any purchase or sale
for a reasonable period following the execution of the aggregated order that
would result in it receiving or selling more shares than the amount of shares it
would have received or sold had the aggregated order been completely filled.
11
<PAGE>
The policy of the Trust with respect to brokerage is reviewed by the
Trustees annually. 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, 1994, 1995 and 1996, brokerage
commissions paid by the Trust on portfolio transactions totaled $3,707,102,
$3,554,069 and $3,113,638 respectively. Brokerage commissions of $2,705,782 were
paid during the fiscal year ended November 30, 1996 on transactions aggregating
$1,346,058,813 executed by brokers who provided research and other statistical
and factual information. 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.
For the fiscal year ended November 30, 1996, the portfolio turnover rates
for the Tax-Exempt Bond, Mid Cap, International, Real Estate Securities,
Emerging Markets Bond, Endowment Equity and Diversified Income Portfolios were
27%, 242%, 151%, 24%, 378%, 142%, and 231% respectively. For the fiscal year
ended November 30, 1995, the portfolio turnover rates for the Tax-Exempt Bond,
Mid Cap, International, Endowment Equity and Diversified Income Portfolios were
25%, 218%, 236%, 248% and 618% respectively. For the fiscal year ended November
30, 1994, the portfolio turnover rates for the Tax-Exempt Bond, Mid Cap,
International, Endowment Equity and Diversified Income Portfolios were 54%,
227%, 186%, 250% and 124% respectively. The Endowment Equity and Diversified
Income, previously known as Endowment Fixed-Income, Portfolios commenced
operations on April 1, 1993. The Real Estate Securities Portfolio commenced
operations on March 1, 1995. The Emerging Markets Bond Portfolio commenced
operations on September 5, 1995.
12
<PAGE>
PROPOSALS
PROPOSAL NO. 1
TO APPROVE OR NOT APPROVE A NEW INVESTMENT ADVISORY AGREEMENT
PROVIDING FOR CHANGES TO THE FEES TO THE INVESTMENT ADVISER
At a meeting of the Executive Committee ("Committee") on May 27, 1997, the
Committee approved and recommended to the Board of Trustees that it approve an
amendment to the Investment Advisory Agreement currently in effect to change the
advisory fees payable as follows: 0.55% of the first $1 billion of assets; 0.50%
of the next $1 billion, and 0.45% of all assets in excess of $2 billion. At a
meeting of the Board of Trustees on May 28, 1997, at which there was present and
voting in person a majority of the Trustees who are not parties to the
Investment Advisory Agreement or interested persons of any such party, the
Trustees unanimously approved an amendment to the Investment Advisory Agreement
that provides for changes to the fees paid to the Investment Advisor ("Proposed
Agreement"). (See Exhibit A). Under the Proposed Agreement, the proposed fees
are designed to conform to the fees charged to similar funds by the Investment
Advisor or its affiliates and to be consistent with prevailing advisory fees for
similar funds in the mutual fund industry. The proposed fees are also intended
to recognize the level and cost of the management effort required, the services
performed, the performance results achieved, and the Investment Adviser's net
earnings.
The fee actually paid by the Fund under the current fee structure for the
month ending November 30, 1996 was $27,273. Had the new fee structure been in
effect the fee would have been $30,000 for the same time period. The percentage
difference between the aggregate amount of the investment adviser's fee during
the year ended November 30, 1996 had the new fee structure been in effect is
0.05%. The Fund's total operating expense ratios for the fiscal years ended
November 30, 1994, 1995 and 1996 were 0.65%, 0.65%, and 0.65%, respectively. If
the proposed fees had been in place for the fiscal years ended November 30,
1994, 1995 and 1996, the Fund's total operating expense ratios would have been
0.65%, 0.65%, and 0.65%, respectively. Total Operating Expenses would have been
__%, 3.57%, and 2.30% for the fiscal years ended November 30, 1994, 1995 and
1996, respectively, absent any reimbursement.
The current management fee for the Diversified Income Portfolio is
equal to an annual rate of 0.50% of the average of the aggregate daily net asset
values of the Portfolio of the Fund up to the first $1 billion, 0.45% of such
value between $1 billion and $2 billion, and 0.40% of such value in excess of $2
billion.
13
<PAGE>
Under the proposed Investment Advisory Agreement, the following fees,
based on the following annual rates as a percentage of the average aggregate
daily net asset values the Portfolio, would be paid to the Investment Adviser:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
PROPOSED RATES
PORTFOLIO ACTUAL RATE BASED 1ST $1-2 $2+
ON 11/96 AVERAGE ASSET SIZE $1 BILLION BILLION BILLION
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Diversified 0.50% 0.55% 0.50% 0.45%
Income Portfolio
f/k/a Endowment
Fixed-Income
- ------------------------------------------------------------------------------------------------------------
</TABLE>
The following chart contains actual and pro forma expense ratios for the
last three fiscal years. Pro forma expense ratios indicate what the expense
ratios would have been had the proposed fee structure and actual asset sizes
applied during the particular fiscal year.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
PORTFOLIO ACTUAL TOTAL PRO FORMA TOTAL
OPERATING EXPENSES OPERATING EXPENSES
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
For the fiscal year ended 1994 1995 1996 1994 1995 1996
- ------------------------------------------------------------------------------------------------
Diversified Income Portfolio 0.65% 0.65% 0.65% 0.65% 0.65% 0.65%
f/k/ Endowment Fixed-Income
- ------------------------------------------------------------------------------------------------
</TABLE>
Pro Forma Total Operating Expenses would have been __%, 3.57%, and 2.30%
for the fiscal years ended November 30, 1994, 1995 and 1996, respectively,
absent any reimbursement. Based on asset size of the Portfolio as of November
30, 1996, (and absent reimbursement) the proposed fees would represent an
increase in the fees paid by the Diversified Income Portfolio.
The proposed net asset size break points are designed to conform to the
fees charged to similar funds in the mutual fund industry. The proposed
structure is also intended to recognize the level and cost of the management
effort required, the services performed, the performance results achieved, and
the Investment Adviser's net earnings.
In deciding to approve the Proposed Agreement and recommend its approval to
shareholders, the Board evaluated data provided by the Investment Adviser and
considered such factors as it deemed reasonably necessary, including : (1) the
14
<PAGE>
nature and quality of the services rendered and the results achieved; (2)
competitive industry fee structures and expenses ratios including a comparison
of the proposed fees with those typically charged by similar funds; (3)
financial information with respect to the Investment Adviser and its affiliate,
Equity Planning; (4) an analysis of the proposed fees, including a comparison of
fees that were paid with those that would have been paid had the Proposed
Agreement been in effect; (5) information concerning total expenses on both an
existing and pro forma basis; and (6) a comparison of actual performance results
of the Fund with performance results that would have been achieved by the Fund
had the Proposed Agreement been in effect.
Voting Requirements
The Trustees recommend that the shareholders approve the Proposed
Agreement. Approval of the Agreement is to be determined by the vote of a
majority of the outstanding shares of the Portfolio, voting as a separate class.
A majority is constituted by the lessor of: (a) 67% or more of the voting
securities present at such meeting, if the holders of more than 50% of the
outstanding voting securities of such Portfolio are present or represented by
proxy; or (b) more than 50% of the outstanding voting securities of such
Portfolio. The Investment Advisory Agreement shall become effective upon the
effectiveness of a post-effective amendment to the Trust's registration
statement describing such Investment Advisory Agreement. If the Agreement is not
approved by the shareholders of the Portfolio, the Investment Adviser will
continue to serve as investment adviser to such Portfolio under the terms of the
current Advisory Agreement for the period of time pending approval of the
Proposed Agreement (not to exceed one hundred and twenty days) or a different
investment advisory agreement with the Investment Advisor.
THE TRUSTEES RECOMMEND A VOTE "FOR" THE APPROVAL OF THE PROPOSED
INVESTMENT ADVISORY AGREEMENT
PROPOSAL NO. 2
TO APPROVE OR DISAPPROVE PROPOSED CHANGES IN FUNDAMENTAL POLICIES
Management recommended to the Board of Trustees that the Diversified Income
Portfolio Fund of Phoenix Multi-Portfolio Fund be changed into a retail product;
modify its objectives to provide a higher yield, which would complement the
Phoenix Multi-Sector Fixed Income Fund, Inc.'s total return approach, and
ultimately change the name of the Portfolio to Phoenix Strategic Income Fund.
15
<PAGE>
It is proposed that the Portfolio change its investment objective from
seeking current income through investment primarily in publicly traded,
investment quality debt securities to one that maximizes current income by
investing in debt securities. Capital appreciation will remain as a secondary
objective. The Portfolio seeks to achieve its objective by investing principally
in four market sectors: (1) debt securities of U.S. companies including
lower-rated, high yield securities; (2) mortgage-related securities; (3) debt
securities of foreign governments and companies including non-dollar denominated
instruments; and (4) U.S. Government securities. To adopt the above objectives,
the proposed changes to the fundamental policies are stated below:
The Trust's fundamental investment policies, set forth as investment
restrictions in the Statement of Additional Information, currently contain
restrictions on the use of call and put options and futures contracts and
related options. Restriction (3) on page 7 of the Trust's Statement of
Additional Information currently reads as follows:
"No Portfolio of the Trust may:
(3) Write, purchase or sell puts, calls or combinations thereof, except
that the Portfolio may (a) write exchange-traded covered call options on
portfolio securities and enter into closing purchase transactions with respect
to such options, and a Portfolio may write exchange-traded covered call options
on foreign currencies and secured put options on securities and foreign
currencies and write covered call and secured put options on securities and
foreign currencies traded over the counter, and enter into closing purchase
transactions with respect to such options, (b) purchase exchange-traded call
options and put options, provided that the premiums on all outstanding call and
put options do not exceed 2% of its total assets, and enter into closing sale
transactions with respect to such options, and (c) engage in financial futures
contracts and related options transactions, provided that the sum of the initial
margin deposits on the Portfolio's existing futures and related options
positions and the premiums paid for related options would not exceed 2% of its
total assets."
16
<PAGE>
The proposed revision would prohibit the Fund from writing uncovered
options and raise the percentage of its assets which may be used for premiums
and initial margin to 5% of net assets. The Adviser believes that these changes
will afford the Fund an opportunity to generate additional income and the
ability to hedge against potential declines in the value of portfolio securities
or foreign currencies which might otherwise adversely affect the Fund.
Investment restriction (3) would be restated as follows:
"No Portfolio of the Trust may...
(3) Write uncovered call or unsecured put options on securities. Premiums
paid on all call and put options held by the Fund may not exceed 5% of its net
assets. Initial margin deposits for financial futures contracts and related
options and premiums paid for related options may not exceed 5% of the Fund's
net assets."
The Trust's fundamental investment policies, set forth as investment
restrictions in the Statement of Additional Information, currently contains a
restriction whereby the Portfolio may not invest in the aggregate more than 5%
of its total assets in the securities of any issuers which have (with
predecessors) a record of less than three years of continuous operations.
Specifically, it reads as follows:
"No Portfolio of the Trust may...
(12) Invest in the aggregate more than 5% of its total assets in the
securities of any issuers which have (with predecessors) a record of less than
three years of continuous operations."
The proposed revision would eliminate this investment restriction. The
Adviser believes that this change in the fundamental policy will afford the
Portfolio an opportunity to generate additional income, consistent with the
investment objective of the Portfolio. Specifically, investment restriction
number (12) as set forth on page 8 of the Trust's current Statement of
Additional Information would be eliminated in its entirety.
17
<PAGE>
The Trust's fundamental investment policies, set forth as investment
restrictions in the Statement of Additional Information, currently contains a
restriction on the use of illiquid securities. The current text of restriction
(14) on page 8 of the Trust's Statement of Additional Information is as follows:
"No Portfolio of the Trust may...
(14) Purchase restricted securities (including repurchase agreements having
maturities of more than seven days) or securities for which market value
quotations are not readily available if as a result of such purchase more than
10% of the Portfolio's total assets would be invested in the aggregate in such
securities."
The revised fundamental investment policy would remove an unnecessary
reference to restricted securities and increase the limitation on illiquid
securities from 10% of total assets to 15% of net assets. The Adviser believes
that these changes will conform the Fund's fundamental policies with the Amended
and Restated Statement of Procedures for the determination of liquidity adopted
by the Board of Trustees. In addition, these changes will create a greater
opportunity for the Fund to generate additional income. Investment restriction
(14) would be revised to read as follows:
"No Portfolio of the Trust may...
(14) Purchase securities for which market quotations are not readily
available or which are not deemed liquid pursuant to procedures adopted by the
Trustees if as a result of such purchase more than 15% of the Portfolio's net
assets would be invested in the aggregate in such securities."
18
<PAGE>
Voting Requirements
Shareholder approval of the proposed fundamental investment policies
revisions will require the affirmative vote of the holders of a majority of the
outstanding shares of the Portfolio voting as a class. A majority is constituted
by the lessor of: (a) 67% or more of the voting securities present at such
meeting, if the holders of more than 50% of the outstanding voting securities of
such Portfolio are present or represented by proxy: or (b) more than 50% of the
outstanding voting securities of such Portfolio. Upon shareholder approval the
investment restrictions will become effective upon the effectiveness of a
post-effective amendment to the Trust's registration statement describing such
investment restrictions.
THE TRUSTEES RECOMMEND A VOTE "FOR" APPROVAL OF CHANGES IN
FUNDAMENTAL POLICIES
PROPOSAL NO. 3
MISCELLANEOUS
As of the date of this Proxy Statement, the Trust's management knows of no
other matters to be brought before this meeting. However, if any other matters
properly come before this meeting, the persons named in the enclosed proxy will
vote in accordance with their judgment on such matters.
PROPOSALS FOR NEXT MEETING OF SHAREHOLDERS
The next meeting of shareholders is scheduled to be held in 1998. Proposals
by any shareholder of the Trust which are intended to be presented at the
meeting must be received by the Trust for inclusion in its proxy statement and
form of proxy relating to such meeting on or before May 30, 1998.
By Order of the Board of Trustees,
G. Jeffrey Bohne, Secretary
Greenfield, Massachusetts
September 30, 1997
19
<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made effective as of the __ day of _________, 199__ by and
between Phoenix Multi-Portfolio Fund, a Massachusetts business trust having a
place of business located at 101 Munson Street, Greenfield, Massachusetts (the
"Trust") and Phoenix Investment Counsel, Inc., a Massachusetts corporation
having a place of business located at 56 Prospect Street, Hartford, Connecticut
(the "Adviser").
WITNESSETH THAT:
1. The Trust hereby appoints the Adviser to act as investment adviser to
the Trust on behalf of the Phoenix Strategic Income Fund formerly the Phoenix
Diversified Income Portfolio, previously established and designated by the
Trustees, (the "Portfolio"), for the period and on the terms set forth herein.
The Adviser accepts such appointment and agrees to render the services described
in this Agreement for the compensation herein provided.
2. The Adviser shall furnish continuously an investment program for the
Portfolio and shall manage the investment and reinvestment of the assets of each
Portfolio, subject at all times to the supervision of the Trustees.
3. With respect to managing the investment and reinvestment of the
Portfolio's assets, the Adviser shall provide, at its own expense:
(a) Investment research, advice and supervision;
(b) An investment program for each Portfolio consistent with
its investment objectives;
(c) Implementation of the investment program for each
Portfolio including the purchase and sale of securities;
(d) Advice and assistance on the general operations of the
Trust; and
(e) Regular reports to the Trustees on the implementation
of each Portfolio's investment program.
4. The Adviser shall, for all purposes herein, be deemed to be an
independent contractor.
5. The Adviser shall furnish at its own expense, or pay the
expenses of the Trust, for the following:
(a) Office facilities, including office space, furniture
and equipment;
<PAGE>
(b) Personnel necessary to perform the functions
required to manage the investment and reinvestment of
each Portfolio's assets (including those required for
research, statistical and investment work);
(c) Personnel to serve without salaries from the Trust
as officers or agents of the Trust. The Adviser need not
provide personnel to perform, or pay the expenses of the
Trust for, services customarily performed for an
open-end management investment company by its national
distributor, custodian, financial agent, transfer agent,
auditors and legal counsel; and
(d) Compensation and expenses, if any, of the Trustees
who are also full-time employees of the Adviser or any
of its affiliates; and
(e) Any subadviser recommended by the Adviser and
appointed to act on behalf of the Trust.
6. All costs and expenses not specifically enumerated herein as payable by
the Adviser shall be paid by the Trust. Such expenses shall include, but shall
not be limited to, all expenses (other than those specifically referred to as
being borne by the Adviser) incurred in the operation of the Trust 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 the Adviser or any of its affiliates, expenses of Trustees' and shareholders'
meetings including the cost of printing and mailing proxies, expenses of
insurance premiums for fidelity and other coverage, expenses of repurchase and
redemption of shares, expenses of issue and sale of shares (to the extent not
borne by its national distributor under its agreement with the Trust), expenses
of printing and mailing stock certificates representing shares of the Trust,
association membership dues, charges of custodians, transfer agents, dividend
disbursing agents and financial agents, bookkeeping, auditing and legal
expenses. The Trust will also pay the fees and bear the expense of registering
and maintaining the registration of the Trust and its shares with the Securities
and Exchange Commission and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to shareholders. Additionally, if authorized by the Trustees, the Trust
shall 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 Trust is a party.
7. For providing the services and assuming the expenses outlined herein,
the Trust agrees that the Adviser shall be compensated as follows:
<PAGE>
(a) Within eight calendar days after the end of each month,
the Trust shall pay the Adviser a monthly fee with respect to
each Portfolio at the annual rate of 0.55% of the average
aggregate daily net asset values of each Portfolio up to $1
billion, 0.50% of the average aggregate daily net asset values
of each Portfolio up to $1 billion to 2 billion and 0.45% of
the average aggregate daily net asset values in excess of $2
billion. The amounts payable to the Adviser with respect to
each Portfolio shall be based upon the average of the values
of the net assets of such Portfolio as of the close of
business each day, computed in accordance with the Trust's
Declaration of Trust.
(b) Compensation shall accrue immediately upon the effective
date of this Agreement.
(c) If there is termination of this Agreement during a month,
each Portfolio's fee for that month shall be proportionately
computed upon the average of the daily net asset values of
such Portfolio for such partial period in such month.
(d) The Adviser agrees to reimburse the Trust for the amount,
if any, by which the total operating and management expenses
for any Portfolio (including the Adviser's compensation,
pursuant to this paragraph, but excluding taxes, interest,
costs of portfolio acquisitions and dispositions 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 (which is not
waived by the State) imposed on open-end investment companies
by any state in which shares of such Portfolio are then
qualified. Such reimbursement, if any, will be made by the
Adviser to the Trust within fifteen calendar days after the
end of each month. For the purpose of this subparagraph (d),
the term "fiscal year" shall include the portion of the then
current fiscal year which shall have elapsed at the date of
termination of this Agreement.
8. The services of the Adviser to the Trust are not to be deemed exclusive,
the Adviser being free to render services to others and to engage in other
activities. Without relieving the Adviser of its duties hereunder and subject to
the prior approval of the Trustees and subject further to compliance with
applicable provisions of the Investment Company Act of 1940, as amended, the
Adviser may appoint one or more agents to perform any of the functions and
services which are to be provided under the terms of this Agreement upon such
terms and conditions as may be mutually agreed upon among the Trust, the Adviser
and any such agent.
<PAGE>
9. The Adviser shall not be liable to the Trust or to any shareholder of
the Trust for any error of judgment or mistake of law or for any loss suffered
by the Trust or by any shareholder of the Trust in connection with the matters
to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the Adviser in the performance of its duties hereunder.
10. It is understood that:
(a) Trustees, officers, employees, agents and shareholders of
the Trust are or may be "interested persons" of the Adviser as
directors, officers, stockholders or otherwise;
(b) Directors, officers, employees, agents and stockholders of
the Adviser are or may be "interested persons" of the Trust as
Trustees, officers, shareholders or otherwise; and
(c) The existence of any such dual interest shall not affect
the validity hereof or of any transactions hereunder.
11. This Agreement shall become effective with respect to the Portfolio as
of the date above (the "Contract Date"). Unless terminated as herein provided,
this Agreement shall remain in full force and effect for a period of two years
following the Contract Date, and shall continue in full force and effect for
periods of one year thereafter with respect to each Portfolio so long as (a)
such continuance with respect to any such Portfolio is approved at least
annually by either the Trustees or by a "vote of the majority of the outstanding
voting securities" of such Portfolio and (b) the terms and any renewal of this
Agreement with respect to any such Portfolio have been approved by a vote of a
majority of the Trustees who are not parties to this Agreement or "interested
persons" of any such party cast in person at a meeting called for the purpose of
voting on such approval.
Any approval of this Agreement by a vote of the holders of a "majority of
the outstanding voting securities" of any Portfolio shall be effective to
continue this Agreement with respect to such Portfolio notwithstanding (a) that
this Agreement has not been approved by a "vote of a majority of the outstanding
voting securities" of any other Portfolio of the Trust affected thereby and (b)
that this Agreement has not been approved by the holders of a "vote of a
majority of the outstanding voting securities" of the Trust, unless either such
additional approval shall be required by any other applicable law or otherwise.
12. The Trust may terminate this Agreement with respect to the Trust or to
any Portfolio upon 60 days' written notice to the Adviser at any time, without
the payment of any penalty, by vote of the Trustees or, as to each Portfolio, by
a "vote of the majority of the outstanding voting securities" of such Portfolio.
The Adviser may terminate this Agreement upon 60 days' written notice to the
Trust, without the payment of any penalty. This Agreement shall immediately
terminate in the event of its "assignment".
<PAGE>
13. The terms "majority of the outstanding voting securities", "interested
persons" and "assignment", when used herein, shall have the respective meanings
in the Investment Company Act of 1940, as amended.
14. In the event of termination of this Agreement, or at the request of the
Adviser, the Trust will eliminate all reference to "Phoenix" from its name, and
will not thereafter transact business in a name using the word "Phoenix" in any
form or combination whatsoever, or otherwise use the word "Phoenix" as part of
its name. The Trust will thereafter in all prospectuses, advertising materials,
letterheads, and other material designed to be read by investors and prospective
investors delete from its name the word "Phoenix" or any approximation thereof.
If the Adviser chooses to withdraw the Trust's right to use the word "Phoenix",
it agrees to submit the question of continuing this Agreement to a vote of the
Trust's shareholders at the time of such withdrawal.
15. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but bind only the trust property of
the Trust, as provided in the Declaration of Trust. The execution and delivery
of this Agreement have been authorized by the Trustees and shareholders of the
Trust and signed by the President of the Trust, acting as such, and neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
be binding upon or impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. The Declaration of Trust, as amended, is or shall be on file with the
Secretary of The Commonwealth of Massachusetts.
16. This Agreement shall be construed and the rights and obligations of the
parties hereunder enforced in accordance with the laws of the State of
Connecticut.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
PHOENIX MULTI-PORTFOLIO FUND
By:
-------------------------------------
Philip R. McLoughlin
President
PHOENIX INVESTMENT COUNSEL, INC.
By:
--------------------------------------
Michael E. Haylon
President
<PAGE>
PHOENIX MULTI-PORTFOLIO FUND
101 Munson Street
Greenfield, Massachusetts 01301
Proxy for a Special Meeting in lieu of the Annual Meeting of Shareholders
October 10, 1997
PROXY
The undersigned shareholder of Phoenix Multi-Portfolio Trust (the "Trust"),
revoking any and all previous proxies heretofore given for shares of the Trust
held by the undersigned, hereby constitutes and appoints Philip R. McLoughlin,
Thomas N. Steenburg and William E. Keen, III, and any and each of them, proxies
and attorneys of the undersigned, with power of substitution to each, for and in
the name of the undersigned to vote and act upon all matters (unless and except
as expressly limited below) at the Special Meeting in lieu of the Annual Meeting
of Shareholders of the Trust to be held on October 10, 1997 at the offices of
the Trust, 101 Munson Street, Greenfield, Massachusetts, and at any and all
adjournments thereof, with respect to all shares of the Trust 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 on the reverse. 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.
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" EACH OF THE PROPOSALS
<PAGE>
|X| Please mark votes as in this Example.
PROPOSAL 1.
TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT PROVIDING FOR CHANGES TO THE FEES
TO THE INVESTMENT ADVISER.
|_| FOR |_| AGAINST |_| ABSTAIN
PROPOSAL 2.
TO APPROVE ELIMINATING OR RESTATING CERTAIN FUNDAMENTAL POLICIES OF THE
PORTFOLIO.
|_| FOR |_| AGAINST |_| ABSTAIN
PROPOSAL 3.
TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
---------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
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. When
signing as an attorney, executor, administrator, agent, trustee, or 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 in lieu of the Annual Meeting.
RECORD DATE SHARES:
2
