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 Section 240.14a-11(c) or Section
240.14a-12
Phoenix Multi-Sector Fixed Income Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
Thomas N. Steenburg, Esq.
c/o Phoenix Duff & Phelps Corporation
56 Prospect Street
Hartford, Connecticut 06115
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the 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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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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-SECTOR FIXED INCOME FUND, INC.
101 Munson Street
Greenfield, Massachusetts 01301
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Notice of Special Meeting in lieu of
the Annual Meeting of Shareholders
July 10, 1997
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To the Shareholders:
A Special Meeting in lieu of the Annual Meeting of Shareholders of Phoenix
Multi-Sector Fixed Income Fund, Inc. (the "Fund") will be held in the principal
executive offices of the Fund, 101 Munson Street, Greenfield, Massachusetts
01301, on Thursday, July 10, 1997 at 10:00 a.m. for the following purposes:
(1) To fix at fourteen the number of Directors to serve until the next Annual
Meeting and until their successors are chosen and qualified, and to elect
the number of Directors so fixed;
(2) To ratify the selection of Price Waterhouse LLP, independent accountants,
to audit financial statements of the Fund;
(3) To consider approval of a restatement of the Fund's fundamental
investment restrictions; and
(4) To consider and act upon such other matters as may properly comefore the
meeting or any adjournment thereof.
The Board of Directors has fixed May 8, 1997 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.
By Order of the Board of Directors,
G. JEFFREY BOHNE, Secretary
Greenfield, Massachusetts
May 29, 1997
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PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC.
101 Munson Street
Greenfield, Massachusetts 01301
----------------
PROXY STATEMENT
A Special Meeting in Lieu of The Annual Meeting of Shareholders
to be Held July 10, 1997
----------------
INTRODUCTION
The enclosed proxy is solicited by the Board of Directors of Phoenix
Multi-Sector Fixed Income Fund, Inc. (the "Fund") for use at the Special Meeting
in lieu of the Annual Meeting of Shareholders to be held on Thursday, July 10,
1997, and at any adjournment thereof. Shareholders of record at the close of
business on May 8, 1997 ("Shareholders") are entitled to notice of and to vote
at the meeting or any adjourned session. On that date, there were issued and
outstanding 24,826,880.310 shares, par value ($0.10) per share, of the Fund
(the "Shares"). Each Shareholder will be entitled to one vote for each full
Share (and a fractional vote corresponding to any fractional Share) registered
in his or her name on the Fund's books on the record date and not thereafter
repurchased or redeemed by the Fund.
All Shares will be voted in accordance with the specifications on duly
executed proxies for such Shares. 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 of National
Securities & Research Corporation, the Fund's investment adviser (the
"Adviser"), officers and employees of Phoenix Equity Planning Corporation, the
Fund's Distributor and Financial Agent, and persons retained for the 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
$23,500 will be borne by the Fund.
As used in this Proxy Statement, the term "a majority of the outstanding
shares" means the lesser of (i) the vote of 67% of the Shares represented at a
meeting at which more than 50% of the outstanding Shares are represented or (ii)
more than 50% of the outstanding Shares. The terms "assignment" and "interested
person" as used in this Proxy Statement have the respective meanings provided
therefor in the Investment Company Act of 1940, as amended (the "1940 Act").
In the event that insufficient votes in favor of any of the items set forth
in the attached Notice of the meeting are received by the time scheduled for the
meeting, the meeting may be held for the purposes of voting on those proposals
for which sufficient votes have been received and the persons named as proxies
may propose one or more adjournments of the meeting for a period or periods of
not more than thirty days in the aggregate to permit further solicitation of
proxies with respect to any proposals for which sufficient votes have not been
received. Any such adjournment will require the
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affirmative vote of a majority of the votes cast on the question 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 proposals. They will vote against such
adjournment those proxies required to be voted against any such proposal.
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 proxy shall be deemed
present at the meeting for all purposes except for the purposes of calculating
the vote with respect to such matter.
This Proxy Statement and the enclosed form of proxy are first being mailed
to Shareholders on or about May 29, 1997. A copy of the Fund's most recent
annual report and the most recent semi-annual report succeeding the annual
report, if any, will be furnished, without charge, to any shareholders upon
request to Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, CT 06083-2200 or call, toll free, at (800) 243-4361.
ADDITIONAL INFORMATION
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.
On May 7, 1997, nominees for Director and officers of the Fund as a group
owned beneficially less than one percent of the Fund's outstanding shares.
Information Concerning Investment Adviser
The Fund's investment adviser is National Securities & Research Corporation
(the "Adviser"), and is located at 56 Prospect Street, Hartford, Connecticut
06115-0480. All of the outstanding shares of the Adviser are owned by Phoenix
Duff & Phelps Corporation ("Phoenix Duff & Phelps"). Approximately 60% of the
outstanding common stock of Phoenix Duff & Phelps is owned by PM Holdings, Inc.
("Holdings"), a wholly-owned subsidiary of Phoenix Home Life Mutual Insurance
Company ("Phoenix Home Life"). The principal offices of Holdings and Phoenix
Home Life are located at One American Row, Hartford, Connecticut 06102-5056. The
principal office of Phoenix Duff & Phelps is located at 56 Prospect Street,
Hartford, Connecticut 06115-0480.
In addition to the Fund, the Adviser also serves as investment adviser to
Phoenix California Tax Exempt Bonds, Inc., Phoenix Income and Growth Fund,
Phoenix Multi-Sector Short Term Bond Fund, Phoenix Strategic Equity Series Fund:
Phoenix Equity Opportunities Fund and Phoenix Worldwide Opportunities Fund. As
compensation for its services to Phoenix California Tax Exempt Bonds, Inc., the
Adviser is entitled to a fee, based on an annual percentage rate of 0.45% of the
aggregate daily net asset values up to $1 billion; 0.40% of such values between
$1 billion and $2 billion; and 0.35% of such values in excess of $2 billion. As
compensation for its services to Phoenix Income and Growth Fund and Phoenix
Strategic Equity Series Fund: Phoenix Equity Opportunities Fund, the Adviser is
entitled to a fee, based on an annual percentage rate of 0.70% of the aggregate
daily net asset values up to $1 billion; 0.65% of such values between $1 billion
and $2 billion; and 0.60% of such values in excess of $2 billion. As
compensation for its services to Phoenix Multi-Sector Short Term Bond Fund, the
Adviser is entitled to a fee, based on an annual percentage rate of 0.55% of the
aggregate daily net asset values up to $1 billion; 0.50% of such values between
$1 billion and $2 billion; and 0.45% of such values in excess of $2 billion. As
compensation for its services to Phoenix Worldwide Opportunities Fund, the
Adviser is entitled to a fee based on an annual percentage rate of 0.75% of the
aggregate daily net asset values up to
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$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 October 31, 1996, the Adviser had net
assets under management of approximately $1.7 billion.
The directors of the Adviser are Michael E. Haylon, President, Philip R.
McLoughlin and David R. Pepin. The address of these Directors is 56 Prospect
Street, Hartford, Connecticut 06115-0480. The principal occupation of each
director is that of an executive officer of Phoenix Duff & Phelps Corporation.
Michael E. Haylon, an officer of the Fund, is President and a Director of
the Adviser. Philip R. McLoughlin, Director and President of the Fund, is a
Director and Chairman of the Adviser. David R. Pepin, an officer of the Fund, is
a Director of the Adviser. David L. Albrycht and William R. Moyer, Vice
Presidents of the Fund are also officers of the Adviser. Mr. Albrycht is a
Managing Director, Fixed Income, and Mr. Moyer is a Senior Vice President, Chief
Financial Officer and Treasurer.
Michael E. Haylon, Philip R. McLoughlin and David R. Pepin are Directors of
Phoenix Equity Planning Corporation ("Equity Planning"), the Fund's Distributor
and Financial Agent. Nancy G. Curtiss is Vice President and Treasurer, Fund
Accounting, Leonard J. Saltiel is Managing Director of Operations and Service,
and William E. Keen, III is Assistant Vice President, Mutual Fund Regulation of
Equity Planning. Messrs. Keen and Saltiel are Vice Presidents of the Fund and
Ms. Curtiss is Treasurer. For services to the Fund during the fiscal years ended
October 31, 1994, 1995, and 1996 Equity Planning's gross commissions on sales of
Fund Shares totaled $1,180,368, $1,114,261, and $841,871, respectively. Of these
gross selling commissions Equity Planning received net commissions of $551,710,
$811,088, and $482,443, respectively, for its services, the balance being paid
to dealers. Equity Planning also acts as Financial Agent for the Fund. For
services in this capacity during the fiscal years ended October 31, 1994, 1995
and 1996, Equity Planning received fees of $112,344, $92,301, and $92,536,
respectively.
Portfolio Transactions and Brokerage
In effecting portfolio transactions for the Fund, the 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. The Adviser may cause
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
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 the Fund 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 the Fund or the Adviser are considered to be in addition
to and not in lieu of services required to be performed by the Adviser under its
contract with the Fund and may benefit both the Fund and other clients of the
Adviser. Conversely, brokerage and research services provided by brokers to
other clients of the Adviser may benefit the Fund. Where transactions are made
in the over-the-counter market, the Adviser will cause the Fund to deal with the
primary market makers, unless more favorable prices are otherwise obtainable.
The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations including, without limitation, the overall direct net economic
result to the Fund (involving both price paid or received and any commissions
and other costs paid), the efficiency with which the
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transaction is effected, the ability to effect the transaction at all where a
large block is involved, 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 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 Conduct Rules of the National Association of
Securities Dealers, Inc. and to obtaining the 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 Fund 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 Adviser 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 Fund. 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
Fund'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.
The policy of the Fund with respect to brokerage is and will be reviewed by
the Board of Directors of the Fund 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.
None of the brokerage commissions received by Equity Planning were 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 or the Adviser. For the fiscal
year ended October 31, 1996, the Fund paid no brokerage commissions.
For the fiscal years ended October 31, 1994, 1995 and 1996, portfolio
turnover rates for the Fund were 123%, 201% and 255% respectively.
The Management Agreement
The Management Agreement (the "Management Agreement") between the Fund and
the Adviser was last approved by the shareholders on May 7, 1993. The Management
Agreement, dated May 14, 1993, as amended, provides that the Adviser shall
furnish the Fund investment advice, certain administrative services, office
space and facilities, and shall pay the compensation of all officers and
employees of the Fund. All expenses (other than those specifically referred to
as being borne by the Adviser) incurred in the operation of the Fund, including,
among others, taxes, brokerage fees and
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commissions, fees of Directors who are not "interested persons" of the Adviser
or any of its affiliates, charges of custodians, transfer and dividend
disbursing agents and registrars, bookkeeping, auditing and legal expenses will
be borne by the Fund.
The Management Agreement provides that, as compensation for its services to
the Fund, the Adviser is entitled to a fee payable monthly at the annual rate of
0.55% of the average of the aggregate daily net asset values of the Fund up to
$1 billion; 0.50% of such value between $1 billion and $2 billion; and 0.45% of
such value in excess of $2 billion.
The Management Agreement provides that the Adviser shall not be liable to
the Fund or to any shareholder of the Fund for any act or omission in the course
of or in connection with the matters to which the Management Agreement relates
or for any losses that may be sustained in the purchase, holding or sale of any
security, except a loss resulting from willful misfeasance, bad faith, gross
negligence or reckless disregard on the part of the Adviser in the performance
of its duties thereunder.
The Management Agreement continues in effect only so long as (1) such
continuance is specifically approved at least annually by the Board of Directors
of the Fund or by the vote of a majority of the outstanding shares of the Fund
and (2) such continuance or any renewal and the terms of such contract have been
approved by the vote of a majority of Directors of the Fund who are not
interested persons, as that term is defined in the Investment Company Act of
1940, of the Adviser or of the Fund, cast in person at a meeting called for the
purpose of voting on such approval. The contract automatically terminates upon
its assignment (as that term is defined in the Investment Company Act of 1940)
and is terminable at any time, without penalty, on 60 days' written notice, by
the Board of Directors of the Fund, by vote of a majority of the outstanding
shares of the Fund or by the Adviser.
PROPOSALS
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The By-Laws of the Fund provide that the Board of Directors shall consist
of not fewer than two Directors and that the number of Directors for each year
shall be fixed by vote at the meeting at which they are elected. The persons
named in the enclosed proxy intend, unless authority is withheld, to vote for
fixing the number of Directors at fourteen and for the election as Directors of
the nominees named below. All of the nominees have been recommended by the
Nominating Committee, which consists solely of Directors who are not interested
persons of the Fund. All of the nominees are presently serving as Directors of
the Fund. The Directors are recommending that the shareholders fix the number of
Directors at fourteen and elect the persons whom they have nominated for
election.
Each of the nominees has agreed to serve as a Director 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. Directors will hold office until the earlier of
their retirement or the next annual meeting of shareholders and the selection
and qualification of their successors. Executive officers are elected at the
first meeting of the Board of Directors following the annual meeting of
shareholders and hold office until the first meeting of the Board of Directors
following the next annual meeting of shareholders and until their successors are
chosen and qualified.
The following table sets forth information as to the principal occupations
during the past five years of nominees for election as Directors and of the
Fund's executive officers and also sets forth information as to certain other
directorships held by nominees for election as Directors.
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Nominees for Election as Directors
C. DUANE BLINN, 69, Director since 1993. Partner in the law firm of Day,
Berry & Howard; Trustee/Director, the Phoenix Funds (1980-present); Trustee,
Phoenix Duff & Phelps Institutional Mutual Funds (since 1996); and Trustee,
Phoenix- Aberdeen Series Fund (since 1996). Trustee/Director, the National
Affiliated Investment Companies (May, 1993- December, 1993).
**ROBERT CHESEK, 62, Director since 1993. (Chairman from 1989 to 1994).
Vice President, Common Stock, Phoenix Home Life Mutual Insurance Company (until
1993); Trustee/Director, the Phoenix Funds (1981-present); Trustee, Phoenix Duff
& Phelps Institutional Mutual Funds (since 1996); and Trustee, Phoenix-Aberdeen
Series Fund (since 1996). Director and Chairman, Phoenix Investment Counsel,
Inc. (until 1994); Trustee/Director and Chairman, the National Affiliated
Investment Companies (May, 1993-December, 1993).
E. VIRGIL CONWAY, 67, Director since 1993. Chairman, Metropolitan Transit
Authority (since 1992). Trustee/ Director, the Phoenix Funds; Trustee, Phoenix
Duff & Phelps Institutional Mutual Funds (since 1996); and Trustee,
Phoenix-Aberdeen Series Fund (since 1996). Duff & Phelps Utilities Tax-Free
Income Inc. (since 1995), Duff & Phelps Utility and Corporate Bond Trust, Inc.
(since 1995), Consolidated Edison Company of New York, Inc. (1970-present), Pace
University (1978-present), Atlantic Mutual Insurance Company (1974-present), HRE
Properties (1989-present), Greater New York Councils, Boy Scouts of America
(1985-present), Union Pacific Corp. (1978-present), Centennial Insurance Company
(1974-present), Josiah Macy, Jr. Foundation (1975-present), and the Harlem Youth
Development Foundation (1987-present); Director, Accuhealth (1994-present),
Trism, Inc. (1994-present), Realty Foundation of New York (1972-present), and
Chairman, New York Housing Partnership Development Corp. (1981-present); and
Chairman, Audit Committee of the City of New York. Advisory Director, Fund
Directions, Blackrock Fannie Mae Mortgage Securities Fund (1989-1996) and
Blackrock Freddie Mac Mortgage Securities Fund (1990-present); Director/Trustee,
the National Affiliated Investment Companies (1987-1993); Director, New York
Chamber of Commerce and Industry (1979-1990). Chairman, Financial Accounting
Standards Advisory Council (1992-1995).
HARRY DALZELL-PAYNE, 67, Director since 1993. Trustee/Director, Phoenix
Duff & Phelps Institutional Mutual Funds (since 1996), Duff & Phelps Utilities
Tax-Free Income Inc. (since 1995), Duff & Phelps Utility and Corporate Bond
Trust, Inc. (since 1995), and the Phoenix Funds (1983-present). Trustee,
Phoenix-Aberdeen Series Fund (since 1996). Director, Farragut Mortgage Co., Inc.
(1991-1994). Director/Trustee, the National Affiliated Investment Companies
(1987-1993); formerly, a Major General of the British Army.
*FRANCIS E. JEFFRIES, 66, Director since 1995. Director, Phoenix Duff &
Phelps Corporation. Director/Trustee, Phoenix Funds (since 1995); Trustee,
Phoenix Duff & Phelps Institutional Mutual Funds (since 1996), Trustee, Phoenix-
Aberdeen Series Fund (since 1996). Director, Duff & Phelps Utilities Income Inc.
(1987-present), Duff & Phelps Utilities Tax-Free Income Inc. (1991-present), and
Duff & Phelps Utility and Corporate Bond Trust Inc. (1993-present). Director,
The Empire District Electric Company (1984-present). Director (1989-1995), Chief
Executive Officer (1989-1995) and President (1989-1993), Duff & Phelps
Corporation. Chairman of the Board, Phoenix Duff & Phelps Corporation (since
1995).
LEROY KEITH, JR., 58, Director since 1993. Chairman and Chief Executive
Officer, Carson Products Company (1995-present). Trustee/Director, the Phoenix
Funds (1980-present); 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. (1989-present). Director,
Equifax Corporation (1991-present) and Phoenix Duff & Phelps Institutional
Mutual Funds (since 1996). Trustee, Phoenix-Aberdeen Series Fund (since 1996).
President, Morehouse College
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(1987-1994); Chairman and Chief Executive Officer, Keith Ventures (1992-1994).
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, 50, Director and President since 1993. Executive
Vice President, Investments, Phoenix Home Life Mutual Insurance Company
(1988-present); Director/Trustee and President, the Phoenix Funds (1989-
present); Phoenix Duff & Phelps Institutional Mutual Funds and Phoenix-Aberdeen
Series Fund (since 1996). Director, Vice Chairman and Chief Executive Officer,
Phoenix Duff & Phelps Corporation (since 1995); Director (1984-present) and
President (1990-present), Phoenix Equity Planning Corporation; Director
(1983-present) and Chairman (1995-present), Phoenix Investment Counsel, Inc.
and Phoenix Realty Securities, Inc. (1994-present); Director and Chairman,
National Securities & Research Corporation (1993-present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. (1995-present) and Duff & Phelps Utility
and Corporate Bond Trust Inc. (1995-present); Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993).
EVERETT L. MORRIS, 68, Director since 1995. Vice President, W.H. Reaves and
Company (1993-present). Director/Trustee, Phoenix Funds (1995-present). Trustee,
Duff & Phelps Mutual Funds (since 1994), Phoenix Duff & Phelps Institutional
Mutual Funds (since 1996); Trustee, Phoenix-Aberdeen Series Fund (since 1996).
Director, Duff & Phelps Utilities Tax-Free Income Inc. (since 1991) and Duff &
Phelps Utility and Corporate Bond Trust, Inc. (since 1993); Director, Public
Service Enterprise Group, Incorporated (1986-1993) and President and Chief
Operating Officer, Enterprise Diversified Holdings, Incorporated (1989-1993).
Senior Executive Vice President and Chief Financial Officer, Public Service
Electric and Gas Company (1986-1992).
*JAMES M. OATES, 50, Director since 1993. Chairman, IBEX Capital Markets
LLC (since 1997) and Managing Director, The Wydown Group (since 1994).
Trustee/Director, the Phoenix Funds (1987-present); Trustee, Phoenix Duff &
Phelps Institutional Mutual Funds (since 1996); Director, Phoenix Duff & Phelps
Corporation (since 1995); and Trustee, Phoenix-Aberdeen Series Fund (since
1996). Director, Investors Bank & Trust Corporation (since 1995), Investors
Financial Services Corporation (since 1995), Blue Cross and Blue Shield of New
Hampshire (since 1994), Plymouth Rubber Co. (since 1995), and Govett Worldwide
Opportunity Funds Inc. (since 1991); Director, Stifel Financial (since 1996);
Member, Chief Executives Organization (since 1996); President and Chief
Executive Officer, Neworld Bank (1984-1994); Director/Trustee, the National
Affiliated Investment Companies (May, 1993-December, 1993).
*CALVIN J. PEDERSEN, 55, Director since 1995. Director/Trustee, Phoenix
Funds (1995-present). Director, Phoenix Duff & Phelps Corporation (since 1986).
President, Duff & Phelps Corporation (since July 1993). Executive Vice
President, Duff & Phelps Corporation (January 1992 to July 1993). President and
Chief Executive Officer, Duff & Phelps Utilities Tax-Free Income Inc. (1995-
present) and Duff & Phelps Utility and Corporate Bond Trust Inc. (1995-
present), Duff & Phelps Utilities Income Inc. (since inception), Phoenix Duff &
Phelps Institutional Mutual Funds (since 1996), and Trustee, Phoenix-Aberdeen
Series Fund (since 1996).
PHILIP R. REYNOLDS, 69, Director since 1993. Director, Vestaur Securities,
Inc. (mutual fund) (since 1972); Trustee and Treasurer, J. Walton Bissell
Foundation, Inc. (since 1988); Trustee/Director, the Phoenix Funds (1984-
present). Trustee, Phoenix Duff & Phelps Institutional Mutual Funds (since 1996)
and Trustee, Phoenix-Aberdeen Series Fund (since 1996). Director/Trustee, the
National Affiliated Investment Companies (May, 1993-December, 1993).
HERBERT ROTH, JR., 68, Director since 1993. Trustee/Director, the Phoenix
Funds (since 1980); Director, Phoenix Home Life Mutual Insurance Company (since
1972), Boston Edison Company (since 1978), Landauer, Inc. (medical services)
(since 1970), Tech Ops./Sevcon Inc. (electronic controllers) (since 1987), and
Mark IV Industries (diversified
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manufacturer) (since 1985); Trustee, Phoenix Duff & Phelps Institutional Mutual
Funds (since 1996); Trustee, Phoenix-Aberdeen Series Fund (since 1996);
Director, Key Energy Group (oil rig service) (1988-1994); Director/Trustee, the
National Affiliated Investment Companies (May, 1993-December, 1993).
RICHARD E. SEGERSON, 51, Director since 1993. Managing Director, Mullin
Associates (since 1993); Trustee/ Director, the Phoenix Funds (since 1993);
Trustee, Phoenix Duff & Phelps Institutional Mutual Funds (since 1996); Trustee,
Phoenix- Aberdeen Series Fund (since 1996); Vice President and General Manager,
Coats & Clark, Inc. (previously Total American, Inc.) (1991-1993);
Director/Trustee, the National Affiliated Investment Companies (1984-1993).
LOWELL P. WEICKER, JR., 65, Director since 1995. Visiting Professor,
University of Virginia (since January, 1997). Trustee/Director, the Phoenix
Funds (since 1995); Trustee, Phoenix Duff & Phelps Institutional Mutual Funds
(since 1996); Trustee, Phoenix-Aberdeen Series Fund (since 1996); Director, UST
Inc. (since 1995); HPSC, Inc. (since 1995); Compuware (since 1997); and Duty
Free International, Inc. (since 1997). Governor of the State of Connecticut
(1991-1995). Chairman, Dresing, Lierman, Weicker (1995-1997).
*Indicates that the nominee is an "interested person" of the Fund, as that
term is defined in the Investment Company Act of 1940. Messrs. Jefferies,
McLoughlin, Oates, and Pedersen are directors and stockholders of Phoenix Duff &
Phelps Corporation and, therefore, are "interested persons" of the Fund's
Investment Adviser and "interested persons" of the Fund.
**Indicates that the nominee was an officer of the investment adviser
during the last five years. Until 1994, Mr. Chesek served as Chairman of the
Fund's Investment Adviser.
Executive Officers
(Other than Philip R. McLoughlin, President, who is described above.)
MICHAEL E. HAYLON, 39, Executive Vice President since 1995. Executive Vice
President-Investments, Phoenix Duff & Phelps Corporation (since 1995). Executive
Vice President, Phoenix Funds (since 1995). Vice President, Phoenix Duff &
Phelps Institutional Mutual Funds (since 1996). Director (since 1994) and
President (since 1995), Phoenix Investment Counsel, Inc. Director (since 1994)
and President (since 1996) 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).
DAVID R. PEPIN, 54, Executive Vice President since 1996. Director (since
1997) and Executive Vice President, Phoenix Duff & Phelps Corporation (since
1996); Managing Director, Phoenix-Aberdeen International Advisors, LLC (since
1996); Director, Phoenix Investment Counsel, Inc. (since 1996), and National
Securities & Research Corporation (since 1996). Director and Executive Vice
President, Mutual Fund Sales and Operations, Phoenix Equity Planning Corporation
(since 1996). Various positions with Phoenix Home Life Mutual Insurance Company
(1994-1995). Vice President and General Manager, Digital Equipment Corporation
(1980-1994).
DAVID L. ALBRYCHT, 35, Vice President, since 1994. Managing Director, Fixed
Income, Phoenix Investment Counsel, Inc. (1996-present). Portfolio Manager,
Phoenix Home Life Mutual Insurance Company (1994-1995). Vice President, Phoenix
Multi-Portfolio Fund (1993-present), Phoenix Multi-Sector Short Term Bond Fund
(1993-present), and Phoenix Investment Counsel, Inc. (1995-1996). Managing
Director, Fixed Income, National Securities & Research Corporation (1996-
present). Investment Officer, National Securities & Research Corporation
(1994-1996).
WILLIAM E. KEEN, III, 33, Vice President since 1996. Assistant Vice
President, Phoenix Equity Planning Corporation (1996-present). Vice President,
Phoenix Funds, Phoenix-Aberdeen Series Fund, and Phoenix Duff & Phelps Insti-
8
<PAGE>
tutional Mutual Funds (1996-present). Assistant Vice President USAffinity Funds,
USAffinity Investments LP, (1994- 1995). Manager, Fund Administration, SEI
Corporation (1991-1994).
WILLIAM R. MOYER, 52, Vice President since 1993. Senior Vice President
(since 1990), Chief Financial Officer (since 1996), Finance (until 1996), and
Treasurer (until 1996), Phoenix Equity Planning Corporation. Senior Vice
President (since 1994), Finance (until 1990), Chief Financial Officer (since
1996) and Treasurer (since 1994), National Securities & Research Corporation;
Senior Vice President (since 1990), Chief Financial Officer (since 1996),
Finance (until 1996) and Treasurer (since 1994), Phoenix Investment Counsel,
Inc.; Vice President, the Phoenix Funds (until 1990); Vice President, Phoenix-
Aberdeen Series Fund (since 1996); Vice President, Phoenix Duff & Phelps
Institutional Mutual Funds (since 1996); Senior Vice President and Chief
Executive Officer, Duff & Phelps Investment Management Co. (since 1996); Senior
Vice President and Chief Financial Officer, Phoenix Duff & Phelps Corporation
(since 1995); Senior Vice President, Chief Financial Officer and Treasurer, W.S.
Griffith & Co., Inc. (until 1995); and Vice President, Investment Products
Finance, Phoenix Home Life Mutual Insurance Company (until 1995).
LEONARD J. SALTIEL, 43, Vice President since 1994. Managing Director,
Operations and Service, Phoenix Equity Planning Corporation (since 1996). Vice
President, Phoenix Duff & Phelps Institutional Mutual Funds (since 1996) and
Phoenix-Aberdeen Series Fund (since 1996). Vice President, the Phoenix Funds
(since 1994); Vice President, Investment Operations, Phoenix Home Life Mutual
Insurance Company (until 1995); and Vice President, National Securities &
Research Corporation (until 1996). Various positions with Phoenix Home Life
Mutual Insurance Company (1992-1994).
NANCY G. CURTISS, 44, Treasurer since 1994. Treasurer, Phoenix Equity
Planning Corporation (since 1996). Treasurer, the Phoenix Funds (since 1994).
Treasurer, Phoenix Duff & Phelps Institutional Mutual Funds and Phoenix-
Aberdeen Series Fund (since 1996). Second Vice President and Treasurer, Fund
Accounting, Phoenix Home Life Mutual Insurance Company (until 1995), and Vice
President, Fund Accounting, Phoenix Equity Planning Corporation (until 1996).
Various positions with Phoenix Home Life Mutual Insurance Company (1987-1994).
Audit, Nominating and Executive Committees
The Board of Directors has an 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 Directors are elected.
The members of the Audit Committee of the Fund include only Directors who
are not interested persons of the Fund. 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, record keeping
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 Management Agreement and other service
agreements to determine if the Fund is receiving satisfactory services at
reasonable prices; makes an annual recommendation concerning the appointment of
auditors; and reviews and recommends policies and practices relating to
principles to be followed in the conduct of Fund operations. The Audit Committee
reports the results of its inquiries to the Board of Directors. The Audit
Committee currently consists of Messrs. C. Duane Blinn, E. Virgil Conway,
Herbert Roth, Jr., Richard E. Segerson and Lowell P. Weicker, Jr. The Audit
Committee held four meetings during the fiscal year ended October 31, 1996.
The Nominating Committee consists only of Directors who are not interested
persons of the Fund. It recommends to the Board of Directors persons to be
elected as Directors. The Nominating Committee held two meeting(s) during the
fiscal year ended October 31, 1996. The Nominating Committee currently consists
of Messrs. Robert Chesek, Harry
9
<PAGE>
Dalzell-Payne, Leroy Keith, Jr., Philip R. Reynolds and Herbert Roth, Jr. It
will consider individuals proposed by a shareholder for election as a Director.
Shareholders who wish to submit the name of any individual must submit in
writing a brief description of the proposed nominee's business experience and
other information relevant to the qualifications of the individual to serve as a
Director of the Fund.
The Executive Committee consists of six Directors, four of whom are not
interested persons of the Fund. The Executive Committee is empowered under
Article IV of the Fund's By-Laws to act for the Board on matters that can be
delegated to a committee. The function of the Executive Committee is to serve as
a contract review, compliance review and performance review delegate of the full
Board of Directors. The Executive Committee meets on an as-needed basis as
appropriate between Board meetings. Currently, the Executive Committee consists
of Messrs. E. Virgil Conway, Harry Dalzell-Payne, Philip R. McLoughlin, Everett
L. Morris, James M. Oates and Herbert Roth, Jr.
Four meetings of the Board of Directors were held during the fiscal year
ended October 31, 1996. During this term in office, the Directors attended 100%
of the total number of meetings of the Board. None of the Directors attended
fewer than 75% of the meetings of the Board and Committees of the Board.
For services rendered to the Fund during the fiscal year ended October 31,
1996, persons serving as Directors during that period received an aggregate of
$16,440 from the Fund as Directors' fees.
Each Director who is not an "interested person" of the Adviser or any of
its affiliates currently is entitled to a retainer at the annual rate of $40,000
and $2,500 per joint meeting of the Boards. Each Director 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 Director who serves on the
Nominating Committee receives a retainer at the annual rate of $1,000 and $1,000
per joint Nominating Committee meeting attended. Each Director 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. Director costs are allocated equally to each of the
Series/Portfolios of the Funds within the Fund complex. The foregoing fees do
not include the reimbursement of expenses incurred in connection with meeting
attendance. Officers and employees of the Adviser who are interested persons are
compensated by the Adviser and receive no compensation from the Fund. Any other
interested persons who are not compensated by the Adviser receive fees from the
Fund.
For the Fund's last fiscal year, the Directors received the following
compensation:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Pension or
Retirement Estimated Total Compensation From Fund
Aggregate Benefits Accrued Annual and Fund Complex
Compensation As Part of Fund Benefits Upon (11 Funds)
Name From Fund Expenses Retirement Paid to Directors
- ---------------------- --------------- ------------------------ ------------------------ ------------------------------
<S> <C> <C> <C> <C>
C. Duane Blinn $1,730*
$53,750
Robert Chesek $1,645
$50,750
E. Virgil Conway $1,965
$60,000
Harry Dalzell-Payne $1,645
$51,000
Francis E. Jeffries $ 0
$ 0
Leroy Keith, Jr. $1,645 None for any Director None for any Director $50,750
Philip R. McLoughlin $ 0
$ 0
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Pension or
Retirement Estimated Total Compensation From Fund
Aggregate Benefits Accrued Annual and Fund Complex
Compensation As Part of Fund Benefits Upon (11 Funds)
Name From Fund Expenses Retirement Paid to Directors
- ------------------------ --------------- ------------------- ---------------- ------------------------------
<S> <C> <C> <C> <C>
Everett L. Morris $1,100*
$37,000
James M. Oates $1,890
$57,750
Calvin J. Pedersen $ 0
$ 0
Philip R. Reynolds $1,645
$50,750
Herbert Roth, Jr. $2,070*
$63,000
Richard E. Segerson $1,890
$58,000
Lowell P. Weicker, Jr. $1,890
$57,750
</TABLE>
*This compensation (and the earnings thereon) was deferred pursuant to the
Directors' Deferred Compensation Plan.
THE DIRECTORS RECOMMEND A VOTE "FOR" THE ELECTION
OF THE NOMINEES FOR DIRECTORS
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF AUDITORS
On the recommendation of the Audit Committee, the Directors (including all
of the Directors who are not interested persons of the Fund) have selected Price
Waterhouse LLP, independent accountants, to audit financial statements of the
Fund filed with the Securities and Exchange Commission and other regulatory
authorities. The Fund has been advised that neither such firm nor any of its
partners has any financial interest in the Fund. The selection of auditors is
subject to ratification or rejection by the shareholders at the meeting.
A representative of Price Waterhouse LLP, auditors for the Fund for the
fiscal year ended October 31, 1996, is not expected to be present at the
meeting. A representative of Price Waterhouse LLP will have the opportunity to
make a statement if they desire to do so and is expected to be available to
respond to appropriate questions.
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 semi-annual
financial statements and review the Fund's income tax returns.
PROPOSAL NO. 3
TO APPROVE REVISIONS TO THE FUND'S FUNDAMENTAL INVESTMENT POLICIES
The Fund's fundamental investment policies, as set forth as "Investment
Restrictions" in the Statement of Additional Information, currently contain
numerous restrictions against making certain types of investments based upon
prohibitions found in the Investment Company Act of 1940, as amended (the "1940
Act") as well as various state blue sky laws. On October 11, 1996, President
Clinton signed the National Securities Markets Improvement Act of 1996. This new
legislation created a national system of regulating mutual funds by pre-empting
state blue sky laws. As mutual funds need not comply with state blue sky laws
involving investment restrictions, the Fund desires to eliminate all
restrictions other
11
<PAGE>
than those mandated by the 1940 Act. Accordingly, restrictions have been
eliminated pertaining to redundant legal constraints as to permissible Fund
investments and investing in the securities of any one issuer. A fundamental
restriction relating to a 35% limit on investments in high-yield securities will
be reflected as a non-fundamental policy. None of the restrictions deleted are
expected to have any impact upon continued Fund operations. The Fund's
investment restrictions would therefore be restated as follows:
"The Fund may not:
(1) issue senior securities, as such term is defined in the Investment
Company Act of 1940, as amended, except as otherwise permitted under
these fundamental investment restrictions;
(2) make short sales of securities other than short sales against the box or
purchase any securities on margin, except for such short-term credits as
are necessary for the clearance of transactions; provided, however, the
deposit or payment of an initial or maintenance margin in connection with
financial futures contracts or related options transactions is not
considered the purchase of a security on margin;
(3) borrow money except if immediately after such borrowing there is asset
coverage of at least 300%. Any such borrowings shall be from banks and
shall be undertaken only as a temporary measure or for extraordinary or
emergency purposes. Deposits in escrow in connection with the writing of
covered options or in connection with the purchase or sale of financial
futures contracts and related options involving the purchase of
securities on a when-issued or delayed delivery basis shall not be deemed
to be a pledge or other encumbrance;
(4) engage in the business of underwriting the securities of others except in
connection with the purchase of securities for its portfolio of municipal
bonds;
(5) concentrate its investments in the securities of issuers all of which
conduct their principal business activities in the same industry provided
that this restriction shall not apply to obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities;
(6) make any investment in real estate, real estate mortgage loans and/or
commodities, except that the Fund may (a) purchase or sell readily
marketable securities which are secured by interests in real estate, or
issued by companies which deal in real estate including real estate
investment and mortgage investment trusts, and (b) engage in financial
futures contracts and related options transactions, provided that the sum
of the initial margin deposits on the Fund's futures and related options
positions and the premiums paid for related options do not exceed 5% of
the value of the Fund's total assets; and
(7) make loans, except that the Fund may (a) invest up to 15% of its total
assets in repurchase agreements of a type regarded as "liquid" which are
fully collateralized as to principal and interest and which are entered
into only with commercial banks, brokers and dealers considered by the
Fund to be creditworthy and (b) loan its portfolio securities in amounts
up to one-third of the value of its total assets.
If a percentage restriction on investment or utilization of assets as set
forth is adhered to at the time an investment is made, a later change in the
percentage resulting from a change in the values or costs of the Fund's assets
will not be considered a violation of the restriction."
RECOMMENDATION
The Directors recommend that the shareholders approve the proposed restated
fundamental restrictions. Approval of the restated restrictions is to be
determined by the vote of a majority of the outstanding shares. The restated
restrictions shall become operative concurrently with the effectiveness of a
registration statement describing the same.
12
<PAGE>
THE DIRECTORS RECOMMEND A VOTE "FOR" THE FUND'S
RESTATED FUNDAMENTAL INVESTMENT RESTRICTIONS
As of the date of this Proxy Statement, Fund 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 the best interests of the Fund and its shareholders on such
matters.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder of the Fund intended to be presented at the
next Meeting of Shareholders of the Fund must be received by the Fund at 101
Munson Street, Greenfield, Massachusetts 01301 no later than January 30, 1998.
MISCELLANEOUS
As of the date of this Proxy Statement, Fund's management knows of no other
matters to be brought before the meeting. However, if any other matters properly
come before the meeting, the persons named in the enclosed proxy will vote in
accordance with their judgment on such matters.
All shareholders are urged to complete, sign, and return their proxies. The
enclosed proxy is revocable and will not affect your right to vote in person if
you attend the meeting.
By Order of the Board of Directors,
G. JEFFREY BOHNE, Secretary
Greenfield, Massachusetts
May 29, 1997
13
<PAGE>
PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC.
101 Munson Street
Greenfield, Massachusetts 01301
Proxy for a Special Meeting in lieu of the Annual Meeting of Shareholders
July 10, 1997
PROXY
The undersigned shareholder of Phoenix Multi-Sector Fixed Income Fund, Inc. (the
"Fund"), revoking any and all previous proxies heretofore given for shares of
the Fund held by the undersigned, 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 below) at the Special Meeting in lieu of the
Annual Meeting of Shareholders of the Fund to be held on July 10, 1997 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.
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 DIRECTORS OF THE FUND WHICH
RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS.
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C> <C> <C>
Withhold For All
PROPOSAL NO. 1 For Authority Except*
ELECTION OF DIRECTORS. [ ] [ ] [ ]
To fix the number of Directors at fourteen
and elect Directors (except as marked to the
contrary below)
</TABLE>
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
* (INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "FOR ALL EXCEPT" box and strike a line through the nominee's name.
Unless authority is withheld to vote for all nominees, the persons named as
proxies shall vote to fix the number of Directors at fourteen.)
--------------------------------------------
Date
Please be sure to sign and date this Proxy.
- -------------------------------------------------------------------------
Shareholder sign here Co-owner sign here
- -------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
PROPOSAL NO. 2. For Against Abstain
RATIFICATION OF SELECTION OF PRICE
WATERHOUSE LLP AS AUDITORS. [ ] [ ] [ ]
PROPOSAL NO. 3. For Against Abstain
TO APPROVE OR NOT APPROVE THE
FUND'S RESTATED FUNDAMENTAL
INVESTMENT RESTRICTIONS. [ ] [ ] [ ]
</TABLE>
PROPOSAL NO. 4.
TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
NOTE: Please sign exactly as your name appears hereon. If shares are registered
in more than one name, all registered shareholders should sign this proxy; but
if one shareholder signs, this signature binds the other shareholder. 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:
