SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[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-GOODWIN MULTI-SECTOR FIXED INCOME FUND, INC.
--------------------
(Name of Registrant as Specified in its Charter)
Pamela S. Sinofsky
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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PHOENIX EQUITY PLANNING CORPORATION 101 Munson Street Toll Free 800 243-1574
PO Box 88
Greenfield MA 01301
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PHOENIX
INVESTMENT PARTNERS
August 24, 2000
Dear Shareholder:
We are pleased to enclose the proxy statement for the October 12, 2000
special shareholders meeting of your Fund. Please take the time to read the
proxy statement and cast your vote, because the changes are important to you as
a shareholder.
We are asking shareholders to approve a tax-free reorganization of the
Fund into a Delaware business trust. This is part of our effort to integrate all
of our mutual funds by adopting a single business form, domicile, form of
charter and fundamental investment restrictions. We think this effort offers the
opportunity for operational efficiencies that will benefit all shareholders. The
reorganization will not change the Fund's investment adviser or portfolio
manager, and the value of your investment immediately after the reorganization
will be the same as it was immediately before the reorganization.
Your Board of Directors believes that the proposed reorganization is in
the best interests of the shareholders and has unanimously recommended that
shareholders of the Fund vote for the reorganization and for the other matters
identified in the proxy statement and proxy. Should you have any questions,
please feel free to call us at 1(800) 243-1574. We will be happy to answer any
questions you may have.
I URGE EACH SHAREHOLDER TO PROMPTLY MARK, SIGN AND RETURN THE ENCLOSED
PROXY.
Sincerely,
Philip R. McLoughlin
President
Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc.
This letter has been prepared solely
for the information of existing shareholders.
This letter is not authorized for distribution to prospective investors.
Mutual funds distributed by Phoenix Equity Planning Corporation.
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PHOENIX-GOODWIN
MULTI-SECTOR FIXED INCOME FUND, INC.
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
1 (800) 243-1574
--------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 12, 2000
--------------------
To the Shareholders:
A special meeting of shareholders of Phoenix-Goodwin Multi-Sector Fixed
Income Fund, Inc. (the "Fund") will be held at the offices of the Fund, 101
Munson Street, Greenfield, Massachusetts 01301 on October 12, 2000 at 2:00 p.m.,
local time, for the following purposes:
(1) To consider and act upon a proposal to approve an Agreement and
Plan of Reorganization which provides for the reorganization of the Fund into a
series of a new Delaware business trust.
(2) To consider and act upon any other business as may properly come
before the meeting and any adjournments thereof.
You are entitled to vote at the meeting and any adjournment(s) if you
owned shares of the Fund at the close of business on August 14, 2000.
Whether or not you plan to attend the meeting in person, please vote
your shares. As a convenience to our shareholders, you may now vote in any one
of the following ways:
o By telephone, with a toll-free call to the number listed on the
enclosed proxy card and following recorded instructions;
o By mail, with the enclosed proxy card and postage-paid envelope; or
o In person at the meeting.
We encourage you to vote by telephone, using the control number that
appears on your enclosed proxy card. Use of telephone voting will reduce the
time and costs associated with this proxy solicitation. Whichever method you
choose, please read the enclosed proxy statement carefully before you vote.
PLEASE RESPOND - WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO AVOID
THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION. YOUR VOTE IS
IMPORTANT.
By Order of the Board of Directors
of Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc.,
G. JEFFREY BOHNE
Secretary
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PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME FUND, INC.
PROXY STATEMENT
MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the
solicitation by the Board of Directors of Phoenix-Goodwin Multi-Sector Fixed
Income Fund, Inc. (the "Fund") of proxies to be used at a meeting of the
shareholders of the Fund and at any adjournment(s) thereof.
The purpose of the meeting is to consider a plan to reorganize the Fund
from a Maryland corporation into a series of a new Delaware business trust (the
"Delaware Trust"). To accomplish the reorganization, the Delaware Trust has been
formed and the Fund will be established (the "New Fund") as a series of the
Delaware Trust. The shareholders of Phoenix-Goodwin Multi-Sector Short Term Bond
Fund (the "Short Term Bond Fund"), another Phoenix Fund, are being asked to
approve a reorganization of the Short Term Bond Fund as a series of the Delaware
Trust. If the reorganizations of the Fund and the Short Term Bond Fund both
occur, then the New Fund and the new fund resulting from the reorganization of
the Short Term Bond Fund would each be separate series of the Delaware Trust.
The New Fund will have the same classes of shares as the classes of the existing
Fund. A form of the Agreement and Plan of Reorganization is attached as Appendix
A.
The reorganization will not change the Fund's investment objective or
principal investment strategy, investment adviser, independent accountants or
fiscal year. Each shareholder will own the same number of shares of the New Fund
immediately after the reorganization as the number of Fund shares owned by the
shareholder on the closing of the reorganization. The New Fund will offer the
same shareholder services as the Fund. The New Fund will operate under the name
"Phoenix-Goodwin Multi-Sector Fixed Income Fund."
This Proxy Statement and the enclosed form of proxy are first being
mailed to shareholders on or about August 24, 2000.
VOTING INFORMATION
Shareholders of record of the Fund at the close of business on August
14, 2000 will be entitled to vote at the meeting or at any adjournments thereof.
On that date, there were issued and outstanding _____________ shares of the
Fund.
Shareholders are entitled to one vote for each share held and a
proportionate vote for each fractional share held. The holders of a majority of
the outstanding shares of the Fund entitled to vote shall constitute a quorum
for the meeting. A quorum being present, the approval of the reorganization
proposal requires the vote of a majority of the shares of the Fund entitled to
vote. The reorganization will not take place unless the Fund approves the
reorganization proposal. If the reorganization is not approved by the Fund, the
Fund will continue as a Maryland corporation and the Board of Directors of the
Fund may consider other alternatives that it views as being in the best
interests of the shareholders of the Fund.
For purposes of determining the presence of a quorum for transacting
business at the meeting and for determining whether sufficient votes have been
received for approval of the proposal to be acted upon at the meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting, but which have not been
voted. For this reason, abstentions and broker non-votes will assist the Fund in
obtaining a quorum, but both have the practical effect of a "no" vote for
purposes of obtaining the requisite vote for approval of the proposal.
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of the proposal have not been obtained,
then the persons named as proxies may propose one or more adjournments of the
meeting without further notice to shareholders to permit further solicitation of
proxies provided such persons
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determine, after consideration of all relevant factors, including the nature of
the proposal, the percentage of votes then cast, the percentage of negative
votes then cast, the nature of the proposed solicitation activities and the
nature of the reasons for such further solicitation, that an adjournment and
additional solicitation is reasonable and in the interests of shareholders. The
persons named as proxies will vote those proxies that such persons are required
to vote FOR the proposal in favor of such an adjournment and will vote those
proxies required to be voted AGAINST the reorganization proposal against such
adjournment.
The meeting may be adjourned from time to time by the vote of a
majority of the shares represented at the meeting, whether or not a quorum is
present. If the meeting is adjourned to another time and place, unless after the
adjournment the Board of Directors shall fix a new record date for the adjourned
meeting or the adjournment is for more than sixty days, notice of such adjourned
meeting need not be given if the time and place to which the meeting shall be
adjourned is announced at the meeting. At any adjourned meeting, the Fund may
transact any business which might have been transacted at the original meeting.
The individuals named as proxies on the enclosed proxy card will vote
in accordance with the shareholder's direction, as indicated thereon, if the
proxy card is received and is properly executed. If the shareholder properly
executes a proxy and gives no voting instructions with respect to the
reorganization proposal, the shares will be voted in favor of the reorganization
proposal. The proxies, in their discretion, may vote upon such other matters as
may properly come before the meeting. The Board of Directors of the Fund is not
aware of any other matters to come before the meeting.
REVOCATION OF PROXIES
Any shareholder who has given a proxy has the right to revoke the proxy
any time prior to its exercise by written notice of the proxy's revocation to
the Secretary of the Fund at the above address prior to the meeting; by the
subsequent execution and return of another proxy prior to the meeting; by
submitting a subsequent telephone vote; or by being present and voting in person
at the meeting and giving oral notice of revocation to the Chairman of the
meeting.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers and
employees of Phoenix Investment Partners, Ltd. or its affiliates, may solicit
proxies personally or by telephone or telegram. The Fund may also use one or
more proxy solicitation firms to assist with the mailing and tabulation effort
and any special personal solicitation of proxies. Banks, brokers, fiduciaries
and nominees will, upon request, be reimbursed by the Fund for their reasonable
expenses in sending proxy material to beneficial owners of shares of the Fund.
The cost of the solicitation of proxies will be borne by the Fund. Solicitation
costs that are directly attributable to a particular Phoenix mutual fund will be
borne by that mutual fund. All other solicitation expenses will be allocated pro
rata based on the number of shareholder accounts of each Phoenix mutual fund.
D.F. King and Co., Inc., a proxy solicitation firm, has been engaged by the Fund
to act as solicitor and will receive fees estimated at $____, plus reimbursement
of out-of-pocket expenses.
If a shareholder wishes to participate in the meeting, but does not
wish to authorize the execution of a proxy by telephone, the shareholder may
still submit the proxy form included with this proxy statement or attend the
meeting in person.
SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of ________, 2000 with
respect to each person who owns of record or is known by the Fund to own of
record or beneficially own 5% or more of any class of shares of the Fund:
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NAME OF SHAREHOLDER CLASS OF SHARES PERCENTAGE OF CLASS NUMBER OF SHARES
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2
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On ________, 2000, the Directors and officers as a group owned
beneficially less than one percent of the Fund's outstanding shares.
A COPY OF THE FUND'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER UPON REQUEST TO PHOENIX EQUITY
PLANNING CORPORATION, 100 BRIGHT MEADOW BOULEVARD, P.O. BOX 2200, ENFIELD,
CONNECTICUT 06083-2200. SHAREHOLDERS MAY ALSO CALL PHOENIX EQUITY PLANNING
CORPORATION TOLL-FREE AT (800) 243-4361.
REASONS FOR THE PROPOSED REORGANIZATION
The reorganization is among a series of proposed transactions in which
mutual funds managed by Phoenix Investment Counsel, Inc. ("Phoenix") and its
affiliates (the "Phoenix Funds") would be reorganized as series of newly created
Delaware business trusts. Each such trust would have a substantially similar
trust instrument and common fundamental investment restrictions. Because many of
these funds began operations outside of the Phoenix organization, they have a
variety of different domiciles, business forms, charter provisions and
fundamental investment restrictions. Management believes that further
integrating all of the Phoenix Funds by adopting a single business form,
domicile, form of charter and fundamental investment restrictions offers the
opportunity for operational efficiencies that will benefit all shareholders.
In recent years, many mutual funds have reorganized as Delaware
business trusts. The Directors believe that the proposed Delaware business trust
form provides the most flexible and cost efficient method of providing different
investment vehicles to present and prospective shareholders. Phoenix believes
that the use of a common form of organization will help in the administration of
the Fund. Delaware law offers a mutual fund certain advantages compared with
Maryland law. A Maryland corporation is subject to the legal requirements
imposed by Maryland corporate law. A Delaware business trust is subject to fewer
statutory requirements.
It is anticipated that under the Delaware trust instrument, the
Delaware Trust will be required to have fewer shareholder meetings, potentially
further reducing costs. Delaware law affords to trustees the ability to adapt
the Delaware Trust to future contingencies; for example, the Trustees will have
the power to amend the Delaware trust instrument, merge or consolidate the New
Fund with another entity and to change the Delaware Trust's domicile, in each
case without a shareholder vote. Any exercise of this authority by the Trustees
will be subject to applicable federal law. Although the Trustees will have the
authority to take these actions in the future without a shareholder vote, they
are not required to do so, and may determine that it is appropriate to submit
one or more of these actions to the shareholders for approval. The flexibility
under the Delaware trust instrument should help to assure that the Delaware
Trust always operates under the most advanced form of organization, and is
intended to reduce the expense and frequency of future shareholder meetings for
non-investment-related operational issues. For a more detailed comparison of the
Fund's current Maryland Articles of Incorporation and the proposed Delaware
trust instrument, see "Certain Comparative Information about the Fund and the
Delaware Trust" on page _.
The New Fund has fundamental investment restrictions which are expected
to become standard for all of the Phoenix Funds. These restrictions differ in
certain respects from those of the existing Fund. Phoenix believes that
increased standardization of fundamental investment restrictions will help to
promote operational efficiencies and facilitate monitoring of compliance with
the restrictions. Phoenix does not presently anticipate that the use of
different investment restrictions will have any material impact on the
investment techniques employed by the New Fund. For a more detailed comparison
of the current and proposed fundamental investment restrictions, see
"Comparative Investment Restrictions" on page _.
3
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THE AGREEMENT AND PLAN OF REORGANIZATION
The reorganization will consist of several steps that will occur on a
closing date following shareholder approval. First, the Fund will transfer all
of its assets to the New Fund in exchange solely for all of the shares of the
New Fund. The New Fund will also assume all of the liabilities of the Fund.
Immediately thereafter, the Fund will liquidate and distribute shares of the New
Fund to its shareholders in exchange for their shares of the Fund. This will be
accomplished by opening an account on the books of the New Fund in the name of
each shareholder of record of the Fund and by crediting to each account the
shares due in the reorganization. Every shareholder will own the same number of
shares of the corresponding class of the New Fund as the number of Fund shares
held by the shareholder in each class of the Fund immediately before the
reorganization.
The reorganization is subject to a number of conditions set forth in
the reorganization agreement. Certain of these conditions may be waived by the
Board of Directors. The significant conditions which may not be waived include:
(a) the receipt by the Fund and the Delaware Trust of an opinion of counsel as
to certain federal income tax aspects of the reorganization and (b) the approval
of the reorganization agreement by the shareholders of the Fund. The
reorganization of the Fund may occur even if the reorganization of the Short
Term Bond Fund is not approved by shareholders of that fund. If that occurs, the
New Fund would be the sole series of the Delaware Trust following the
reorganization. The reorganization agreement may be terminated and the
reorganization abandoned at any time, before or after approval by the
shareholders of the Fund prior to the closing date, by the Board of Directors.
In addition, the reorganization agreement may be amended by the Board of
Directors. However, the reorganization agreement may not be amended subsequent
to the shareholders' meeting in a manner that would change the method for
determining the number of shares to be issued to shareholders of the existing
Fund without shareholder approval.
The closing of the reorganization is scheduled to occur on the second
Friday after the conditions to closing set forth in the reorganization agreement
are satisfied or waived. Phoenix currently anticipates that the closing will
occur on or about October 27, 2000.
The reorganization agreement authorizes the Fund, as the sole
shareholder of the New Fund prior to the distribution of shares of the New Fund
to Fund shareholders, to:
o elect trustees of the Delaware Trust;
o approve an investment management agreement with Phoenix; and
o ratify the selection of PricewaterhouseCoopers LLP as the
independent accountants for the New Fund.
As soon as practicable after the closing of the reorganization, the
Directors intend to take all appropriate and necessary action to liquidate and
dissolve the Fund under the laws of the State of Maryland.
THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMEND THAT
THE SHAREHOLDERS APPROVE THE PLAN OF REORGANIZATION.
MANAGEMENT AND OTHER SERVICE PROVIDERS
Phoenix, the current adviser of the Fund, will continue to serve as
investment adviser to the New Fund following the reorganization. The
reorganization agreement authorizes the Fund, while it is the sole shareholder
of the New Fund, to approve a new advisory agreement with Phoenix that is
substantially identical to the current agreement. The rate of advisory fees
payable to Phoenix under the new advisory agreement will be the same as under
the current agreement.
Phoenix acts as the investment adviser for 14 fund companies totaling
37 mutual funds, as subadviser to two fund companies totaling three mutual
funds, and as adviser to institutional clients. Phoenix has acted as an
investment adviser for over sixty years. As of December 31, 1999, Phoenix had
approximately $25.7 billion in assets under management.
4
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All of the outstanding stock of Phoenix is owned by Phoenix Equity
Planning Corporation ("Equity Planning" or "Distributor"), a subsidiary of
Phoenix Investment Partners, Ltd. ("PXP"). PXP is a New York Stock Exchange
traded company that provides investment management and related services to
institutional investors, corporations and individuals through operating
subsidiaries. Phoenix Home Life Mutual Insurance Company of Hartford,
Connecticut is a majority shareholder of PXP.
As compensation for its services, Phoenix receives a fee from the Fund,
which is accrued daily against the value of the Fund's net assets equal to 0.55%
of the Fund's average daily net assets up to $1 billion, 0.50% of the Fund's
average daily net assets from $1 billion to $2 billion and 0.45% of the Fund's
average daily net assets in excess of $2 billion.
The current advisory agreement with Phoenix was last approved by the
Board of Directors on November 19, 1999. The advisory agreement may be
terminated without penalty at any time by a similar vote upon 60 days' notice or
by the adviser upon 60 days' written notice and will automatically terminate in
the event of its assignment as defined in Section 2(a)(4) of the Investment
Company Act of 1940, as amended (the "1940 Act"). For purposes of this proxy
statement, the "1940 Act" includes rules and regulations of the Securities and
Exchange Commission (the "SEC") issued under the Act.
PricewaterhouseCoopers LLP currently serves as the Fund's independent
accountants and will also serve as independent accountants for the New Fund. The
reorganization agreement authorizes the Fund, while it is the sole shareholder
of the New Fund, to ratify the selection of PricewaterhouseCoopers LLP as the
New Fund's independent accountants. State Street Bank and Trust Company will
continue to serve as custodian of the Fund's assets following the
reorganization. Equity Planning will continue to serve as transfer agent
following the reorganization.
FISCAL YEAR
The Fund currently operates on a fiscal year ending October 31.
Following the reorganization, the New Fund will also operate on a fiscal year
ending October 31.
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGY
The investment objectives and principal investment strategy of the New
Fund will be identical to the investment objectives and principal investment
strategy of the Fund.
COMPARATIVE INVESTMENT RESTRICTIONS
The Fund is currently subject to certain investment restrictions that
restrict the scope of its investments. As a result of the reorganization,
shareholders will hold an interest in the New Fund with somewhat different
investment restrictions than the Fund. The differences between the fundamental
investment restrictions applicable to the Fund and the fundamental investment
restrictions applicable to the New Fund include the following:
Diversification. Under the Fund's current restriction, with respect to
75% of the Fund's assets, no more than 5% may be invested in the securities of
any one issuer. The proposed restriction would impose the additional requirement
that, with respect to 75% of its assets, the New Fund may not purchase more than
10% of the outstanding voting securities of any issuer (other tan issuers
exempted by the restriction such as the U.S. Government and other investment
companies). The percentage limitations on investments in a single issuer in the
proposed restrictions are consistent with the definition of a "diversified
company" in the 1940 Act.
Concentration. The Fund has an investment restriction prohibiting it
from investing more than 25% of its total assets in any "industry" or "group of
industries." The investment restriction of the New Fund does not limit
Investments in any "group of industries." Phoenix believes that, by avoiding
potential ambiguities over the definition of a "group of industries," the New
Fund will be subject to a clearer standard that is easier for investors to
understand and investment personnel to follow.
5
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Borrowing. The Fund is permitted to borrow up to one-third of its total
assets (including the amount borrowed). The New Fund has greater flexibility to
borrow money in that the New Fund may borrow up to one-third of its total assets
(including the amount borrowed) from banks, plus an additional 5% of its total
assets from banks or other lenders for temporary purposes. Any borrowing would
exaggerate the effect on the New Fund's net asset value resulting from any
increase or decrease in the market price of securities in the New Fund's
portfolio and, therefore, may increase the volatility of the New Fund. Money
borrowed will be subject to interest and other costs. These costs may exceed the
gain on securities purchased with borrowed funds. The proposed restriction is
consistent with the limitations currently imposed on borrowing by mutual funds
under the 1940 Act. The 1940 Act does not require a mutual fund to adopt a
fundamental investment restriction regarding the pledge of assets. The New
Fund's borrowing restriction does not contain a limitation on the pledging of
assets.
Senior Securities. Mutual funds are generally prohibited from issuing
"senior securities." The SEC staff has previously permitted mutual funds to
engage in certain trading activities, subject to certain limitations, that could
otherwise be viewed as senior securities. The restriction applicable to the New
Fund clarifies that it is allowed to engage in these activities to the extent
permitted by the SEC or the SEC staff. Since the New Fund will have greater
flexibility to issue senior securities, the New Fund may be subject to
additional costs and risks. For example, the costs of engaging in trading
activities which could be viewed as senior securities can reduce a fund's total
return. In addition, upon engaging in activities which could be viewed as senior
securities, the New Fund could experience increased risks due to the effects of
leveraging.
Underwriting. The proposed investment restriction on underwriting
clarifies that the New Fund would not violate the restriction if it was deemed
an underwriter simply as a result of the sale of its portfolio securities under
the Securities Act of 1933, as amended, or any other applicable law. Phoenix
believes that the restriction applicable to the New Fund is substantially
similar to the current Fund restriction.
Real Estate. Under the Fund's current restriction, the Fund may not
make any investment in real estate, except for the purchase of marketable
securities of companies which deal in real estate investment trusts. The
proposed restriction would permit the New Fund to acquire or lease office space
for its own use, although it is not anticipated that the New Fund will do so.
The proposed restriction would also permit the New Fund to hold and sell real
estate acquired as a result of the ownership of securities (for example, as the
holder of a bond in a company that had gone into bankruptcy). While Phoenix
believes this possibility is remote, this change would provide useful
flexibility should such an event occur.
Commodities. The current restriction permits the Fund to purchase and
sell certain types of derivatives. The restriction applicable to the New Fund
clarifies that the New Fund may purchase and sell derivatives that have a value
tied to the value of a financial index, financial instrument or other asset.
These derivatives include, for example, options, futures contracts and options
on futures contracts. The New Fund's ability to engage in futures contracts and
options on futures remains subject to applicable rules of the Commodity Futures
Trading Commission ("CFTC"). Under current CFTC rules, the New Fund would not be
permitted to enter into a futures transaction if it would cause the aggregate
amount of initial margin deposit and related option premiums for non-hedging
purposes to exceed 5% of the value of its assets.
Lending. Under the Fund's restrictions on lending, the Fund is only
permitted to (a) invest up to 5% of its assets in repurchase agreements or in
participations in loans, respectively, and (b) lend its portfolio securities in
amounts up to one-third of the value of its total assets at the time the loan is
made to brokers or dealers or other financial institutions not affiliated with
the Fund subject to conditions established by Phoenix. The lending restrictions
applicable to the New Fund do not contain any percentage limitations or the
limitations on the identity of the borrower contained in the current
restriction. The staff of the SEC currently limits loans of portfolio securities
to one-third of a mutual fund's assets, including any collateral received from
the loan. If the SEC staff were to provide greater flexibility to mutual funds
to engage in securities lending in the future, the New Fund would be able to
take advantage of that increased flexibility. The lending restriction applicable
to the New Fund would permit the New Fund to participate in an interfund lending
program with other registered investment companies. The current restriction does
not allow for interfund lending. Phoenix does not currently intend to establish
an interfund lending program.
6
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High Yield-High Risk Securities. Under the Fund's current restriction,
the Fund may not invest more than fifty percent of its assets in high yield-high
risk securities. The New Fund does not have any restriction limiting the New
Fund's investment in these securities. Phoenix does not presently anticipate
that the lack of this fundamental investment restriction will have a material
impact on the investment techniques employed by the New Fund.
Other Restrictions. Unlike the Fund, the New Fund does not have
fundamental investment restrictions relating to pledging, purchasing securities
on margin, making investments for the purpose of exercising control or
management, investing in oil, gas or other mineral leases or short sales.
Phoenix believes these restrictions were based on the requirements formerly
imposed by state "blue sky" regulations as a condition to registration. These
state laws are no longer applicable to mutual funds. Phoenix does not presently
anticipate that the lack of these fundamental investment restrictions will have
a material impact on the investment techniques employed by the New Fund.
The table below sets forth the existing fundamental investment
restrictions of the Fund and the new fundamental investment restrictions which
will be applicable to the New Fund if the shareholders approve the proposed
reorganization. Fundamental investment restrictions may be changed only upon
approval by the holders of a majority of the outstanding shares of the Fund, as
defined in the 1940 Act.
7
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SUBJECT MATTER OF PROPOSED RESTRICTION CURRENT RESTRICTION
RESTRICTION
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At least 75% of the Fund's total assets must be
Diversification The Fund may not, with respect to 75% of its represented by cash or cash items, government
total assets, purchase securities of an issuer securities, securities of other investment
(other than the U.S. Government, its agencies, companies and other securities limited in
instrumentalities or authorities or repurchase respect of any one issuer to an amount not
agreements collateralized by U.S. Government greater than 5% of the value of the total assets
securities and other investment companies), of the Fund.
if: (a) such purchase would, at the time,
cause more than 5% of the Fund's total assets
taken at market value to be invested in the
securities of such issuer; or (b) such purchase
would at the time result in more than 10% of
the outstanding voting securities of such
issuer being held by the Fund.
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Industry The Fund may not purchase securities if, after The Fund may not invest more than 25% of its
Concentration giving effect to the purchase, more than 25% assets in any one industry or group of
of its total assets would be invested in the industries.
securities of one or more issuers conducting
their principal business activities in the
same industry (excluding the U.S. Government,
its agencies or instrumentalities).
-----------------------------------------------------------------------------------------------------------------------------
Borrowing The Fund may not borrow money, except (i) in The Fund may not borrow money or pledge,
amounts not to exceed one-third of the value mortgage or hypothecate its assets, except that
of the Fund's total assets (including the it may (i) borrow from banks, enter into reverse
amount borrowed) from banks, and (ii) up to an repurchase agreements or employ similar
additional 5% of its total assets from banks investment techniques, and pledge its assets in
or other lenders for temporary purposes. For connection therewith, but only if immediately
purposes of this restriction, (a) investment after such borrowing there is asset coverage of
techniques such as margin purchases, short 300%; and (ii) enter into transactions in
sales, forward commitments, and roll options, futures, and options on futures as
transactions, (b) investments in instruments described in the Fund's Prospectus and Statement
such as futures contracts, swaps, and options of Additional Information (the deposit of assets
and (c) short-term credits extended in in escrow in connection with the writing of
connection with trade clearance and covered put and call options and the purchase of
settlement, shall not constitute borrowing. securities on a when-issued or delayed delivery
basis and collateral arrangements with respect to
initial or variation margin deposits for futures
contracts will not be deemed to be pledges of the
Fund's assets).
-----------------------------------------------------------------------------------------------------------------------------
Senior Securities The Fund may not issue "senior securities" in The Fund may not issue senior securities, as
contravention of the 1940 Act. Activities such term is defined in the Investment Company
permitted by SEC exemptive orders or staff Act of 1940, as amended.
interpretations shall not be deemed to be
prohibited by this restriction.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
SUBJECT MATTER OF PROPOSED RESTRICTION CURRENT RESTRICTION
RESTRICTION
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Underwriting The Fund may not underwrite the securities The Fund may not underwrite the sale of
issued by other persons, except to the extent securities of other issuers.
that, in connection with the disposition of
portfolio securities, the Fund may be deemed
to be an underwriter under applicable law.
-----------------------------------------------------------------------------------------------------------------------------
Real Estate The Fund may not purchase or sell real estate, The Fund may not deal in real estate (including
except that the Fund may (i) acquire or lease real estate partnerships) but it may purchase
office space for its own use, (ii) invest in marketable securities of companies which deal in
securities of issuers that invest in real real estate investment trusts.
estate or interests therein, (iii) invest in
mortgage-related securities and other
securities that are secured by real estate or
interests therein, (iv) hold and sell real
estate acquired by the Fund as a result of the
ownership of securities.
-----------------------------------------------------------------------------------------------------------------------------
Commodities The Fund may not purchase or sell commodities The Fund may not deal in commodities or
or commodity contracts, except the Fund may commodity contracts, except that the Fund may,
purchase and sell derivatives (including, but subject to the limitations and conditions set
not limited to, options, futures contracts and forth herein, enter into interest rate futures
options on futures contracts) whose value is contracts and foreign currency futures contracts
tied to the value of a financial index or a on domestic and foreign exchanges, purchase and
financial instrument or other asset write put and call options on interest rate
(including, but not limited to, securities futures contracts and foreign currency and write
indexes, interest rates, securities, covered call options.
currencies and physical commodities).
-----------------------------------------------------------------------------------------------------------------------------
Lending The Fund may not make loans, except that the The Fund may not enter into repurchase
Fund may (i) lend portfolio securities, (ii) agreements and purchase or hold participations
enter into repurchase agreements, (iii) in loans in excess of 5% of net assets,
purchase all or a portion of an issue of debt respectively. The Fund may not make loans to
securities, bank loan participation interests, other persons but may, however, lend portfolio
bank certificates of deposit, bankers' securities (up to 33% of net assets at the time
acceptances, debentures or other securities, the loan is made) to brokers or dealers or other
whether or not the purchase is made upon the financial institutions not affiliated with the
original issuance of the securities and (iv) Fund or Phoenix subject to conditions
participate in an interfund lending program established by Phoenix.
with other registered investment companies.
-----------------------------------------------------------------------------------------------------------------------------
High Yield-High None. The Fund may not invest more than 50% of its
Risk Securities assets in high yield-high risk securities.
-----------------------------------------------------------------------------------------------------------------------------
Margin None. The Fund may not purchase on margin except that
for purposes of this restriction, the deposit or
payment of initial or variation margin in
connection with futures contracts will not be
deemed to be a purchase of securities on margin.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
SUBJECT MATTER OF PROPOSED RESTRICTION CURRENT RESTRICTION
RESTRICTION
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Short Sales None. The Fund may not engage in short sales, except
that the Fund may engage in short sales against
the box.
-----------------------------------------------------------------------------------------------------------------------------
Oil, Gas, Other None. The Fund may not invest in oil, gas or other
Mineral Leases mineral leases.
-----------------------------------------------------------------------------------------------------------------------------
Control None. The Fund may not make an investment for the
purpose of exercising control or management.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the reorganization, the Fund will receive a tax
opinion from its special counsel, Goodwin, Procter & Hoar LLP. The tax opinion
will provide that subject to customary assumptions and representations, on the
basis of the existing provisions of the Internal Revenue Code (the "Code"), the
Treasury regulations promulgated thereunder and current administrative and
judicial interpretations thereof, for federal income tax purposes:
o the transfer of all of the assets of the Fund solely in exchange
for shares of the New Fund and the assumption by the New Fund of
all known liabilities of the Fund, and the distribution of such
shares to the shareholders of the Fund, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code;
the New Fund and the Fund will each be a "party to a
reorganization" within the meaning of Section 368(b) of the Code;
o no gain or loss will be recognized by the Fund on the transfer of
the assets of the Fund to the New Fund in exchange for New Fund
shares and the assumption by the New Fund of all known liabilities
of the Fund or upon the distribution of New Fund shares to the
Fund shareholders in exchange for their shares of the Fund;
o the tax basis of the Fund's assets acquired by the New Fund will
be the same to the New Fund as the tax basis of such assets to the
Fund immediately prior to the reorganization, and the holding
period of the assets of the Fund in the hands of the New Fund will
include the period during which those assets were held by the
Fund;
o no gain or loss will be recognized by the New Fund upon the
receipt of the assets of the Fund solely in exchange for the New
Fund shares and the assumption by the New Fund of all known
liabilities of the Fund;
o no gain or loss will be recognized by shareholders of the Fund
upon the receipt of shares of the New Fund by such shareholders,
provided such shareholders receive solely New Fund shares
(including fractional shares) in exchange for their Fund shares;
and
o the aggregate tax basis of the New Fund shares, including any
fractional shares, received by each shareholder of the Fund
pursuant to the reorganization will be the same as the aggregate
tax basis of the Fund shares held by such shareholder immediately
prior to the reorganization, and the holding period of the New
Fund shares, including fractional shares, to be received by each
shareholder of the Fund will include the period during which the
Fund shares exchanged therefor were held by such shareholder
(provided that the Fund shares were held as a capital asset on the
date of the reorganization).
10
<PAGE>
The Fund has not obtained an Internal Revenue Service ("IRS") private
letter ruling regarding the federal income tax consequences of the
reorganization, and the IRS is not bound by advice of counsel. If the transfer
of the assets of the Fund in exchange for New Fund shares, the assumption by the
New Fund of all known liabilities of the Fund, and the distribution of such
shares to the shareholders of the Fund do not constitute a "reorganization"
within the meaning of Section 368(a) of the Code, each Fund shareholder
generally will recognize gain or loss equal to the difference between the value
of New Fund shares such shareholder acquires and the tax basis of such
shareholder's Fund shares.
Shareholders of the Fund should consult their tax advisers regarding
the effect, if any, of the proposed reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the reorganization, shareholders of the Fund should also
consult tax advisers as to state and local tax consequences, if any, of the
reorganization.
COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS
The distribution arrangements of the New Fund will be the same as those
of the Fund. The Fund currently offers Class A, Class B and Class C shares. In
the proposed reorganization, shareholders will receive the corresponding class
of shares of the New Fund in exchange for their shares in the Fund. The
reorganization will be effected at net asset value. No sales charge will be
imposed in connection with the reorganization. For purposes of calculating the
contingent deferred sales charges that shareholders may pay when disposing of
any shares of the New Fund subject to a contingent deferred sales charge, the
length of time the shareholder holds shares in the New Fund will be added to the
length of time the shareholder held the shares in the Fund. Holders of shares
subject to a contingent deferred sales charge will continue to be subject to a
contingent deferred sales charge upon subsequent redemption to the same extent
as if the shareholder had continued to hold shares of the Fund.
Equity Planning serves as the distributor of shares for the Fund and
will also be the distributor of the New Fund. The Delaware Trust will adopt
distribution plans under Rule 12b-1 of the 1940 Act for each class of shares
relating to the sale and promotion of shares of the New Fund and the furnishing
of shareholder services that are substantially identical to the existing
distribution plans for the Fund.
COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES
The New Fund will offer the same shareholder services as the Fund,
including a Systematic Withdrawal Program, telephone exchanges, telephone
redemptions and access to the Investo-Matic Program, an automatic investment
program.
You may exchange shares for another Phoenix Fund in the same class of
shares; e.g., Class A for Class A. Exchange privileges may not be available for
all Phoenix Funds and may be rejected or suspended.
Shares of the New Fund may be redeemed at a redemption price equal to
the net asset value of the shares as next determined following the receipt of a
redemption order and any other required documentation in proper form. In the
case of redemption of shares subject to a contingent deferred sales charge,
investors will be subject to the applicable determined deferred sales charges,
if any, for such shares. Payment of redemption proceeds for redeemed New Fund
shares will be made within seven days after receipt of a redemption request in
proper form and documentation.
DIVIDENDS AND DISTRIBUTIONS
The New Fund will have the same dividend and distribution policy as the
Fund. After the closing of the reorganization, Fund shareholders who currently
have dividends reinvested will continue to have dividends reinvested in the New
Fund. Shareholders who currently have capital gains reinvested will continue to
have capital gains reinvested in the New Fund.
11
<PAGE>
CERTAIN COMPARATIVE INFORMATION ABOUT THE FUND AND THE DELAWARE TRUST
The following is a summary of certain differences between and among the
articles of incorporation and by-laws of the Fund and the trust instrument and
by-laws of the Delaware Trust. It is not a complete list of the differences.
Shareholders should refer to the provisions of these documents and state law
directly for a more thorough comparison. Copies of the Articles of Incorporation
and by-laws of the Fund and of the trust instrument and by-laws of the Delaware
Trust are available to shareholders without charge upon written request.
General. The Fund was organized as a Maryland corporation in September
1989. The Fund is currently governed by its Articles of Incorporation dated
September 31, 1989, as amended, and by its By-laws, as amended (collectively,
the "Maryland Charter"). As a Maryland corporation, the Fund's operations are
currently governed by the Maryland Charter and applicable federal and Maryland
law. The Delaware Trust was organized as a Delaware business trust in August
2000. As a Delaware business trust, the Delaware Trust's operations will be
governed by an Agreement and Declaration of Trust (the "Delaware Trust
Instrument") and applicable federal and Delaware law. If the shareholders of the
Fund and the shareholders of the Short Term Bond Fund each approve the
reorganization of their respective fund, then the New Fund and the new fund
resulting from the reorganization of the Short Term Bond Fund will each be a
series of the Delaware Trust.
Under the Delaware Trust Instrument, the Trustees of the Delaware Trust
will have more flexibility than they currently have as Directors of the Fund
and, subject to applicable requirements of the 1940 Act and Delaware law,
broader authority to act. The increased flexibility may allow the Trustees to
react more quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the New Fund to operate in a more efficient and
economical manner. The Directors' fiduciary obligations to act with due care and
in the interest of shareholders will not be affected by the reorganization.
Term of Trustees. The term of office of a Trustee of the Delaware Trust
is unlimited in duration unless the Trustees themselves adopt a limited term. A
person serving as Trustee will continue as Trustee until the person resigns,
dies or is removed from office. Under the Delaware Trust Instrument, a Trustee
may be removed with or without cause at any meeting of shareholders by a vote of
at least two-thirds of the outstanding shares of the Trust or by a vote of
two-thirds of the number of Trustees prior to such removal. Under Maryland law,
Directors remain in office until they either resign or are removed. Directors
may be removed with or without cause, by a vote of a majority of all the votes
entitled to be cast. Maryland law does not permit Directors to remove other
Directors.
Liability of Trustees and Officers. Under Maryland law, the charter of
a corporation may include provisions limiting the liability of its directors and
officers to the corporation, subject to certain exceptions. The Maryland Charter
does not currently contain any such provision. A Trustee of the Delaware Trust
will be personally liable only for his or her own willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee. Under both the Maryland Charter and the
Delaware Trust, Directors/Trustees and officers will be indemnified by the
respective entity for the expenses of litigation against them unless it is
determined that his or her conduct constitutes willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties. Maryland law also
provides that a Director will not be entitled to indemnification if his or her
act or omission was material to the matter giving rise to the proceeding and the
Director actually received an improper personal benefit, or, in the case of any
criminal proceeding, the Director had reasonable cause to believe that the act
or omission was unlawful.
Issuance of Shares. The Delaware Trust is authorized to issue an
unlimited number of shares of beneficial interests of one or more series or
classes. The Fund is authorized to issue only the number of shares of common
stock specified in the Maryland Charter. In order to increase the number of
authorized shares, the Board of Directors must approve the increase and the Fund
must make a filing with the State of Maryland.
Shareholder Liability. Under Maryland law, shareholders of a fund
organized as a Maryland corporation generally have no personal liability for the
Fund's obligations. Shareholders of a Delaware business trust generally have the
same protection from personal liability that they would have as shareholders of
a Maryland corporation.
Shareholder Voting. The voting rights of shareholders of the Fund are
based on the number of shares the shareholder owns. Each holder of a share of
the Fund is entitled to one vote for each whole share and a proportionate
12
<PAGE>
fractional vote for each fractional share. As a shareholder of the Delaware
Trust, voting rights will be dollar-based. Each shareholder will have one vote
for each dollar of net asset value held by the shareholder regardless of the
number of shares held. Under dollar-based voting rights, a shareholder's voting
power will be in direct proportion to the shareholder's investment in the
Delaware Trust. Therefore, on matters affecting the New Fund as a whole, where
each class of the New Fund is required to vote together on an issue,
shareholders who own shares of a class with a higher net asset value would have
more voting power than they currently have relative to shareholders who own
shares of a class with a lower net asset value. On matters where only
shareholders of a single class vote on an issue, all shareholders of the class
would have the same voting rights since the net asset value is the same for all
shares in a single class. In addition, if the Short Term Bond Fund becomes a
series of the Delaware Trust, the shareholders of the new fund resulting from
the reorganization of the Short Term Bond Fund will be entitled to vote together
with the shareholders of the New Fund on matters that are voted upon on a
trust-wide basis by shareholders. In that case, shareholders of the series with
a higher net asset value would have relatively greater voting power. The
following table shows the number of issued and outstanding shares and the net
asset value for each class of the Fund and of the Short Term Bond Fund as of
August 14, 2000:
<TABLE>
<CAPTION>
Fixed Income Fund
-----------------
Outstanding shares Net Asset Value
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A
--------------------------------------------------------------------------------------------------------
Class B
--------------------------------------------------------------------------------------------------------
Class C
--------------------------------------------------------------------------------------------------------
Short Term Bond Fund
--------------------
Outstanding shares Net Asset Value
--------------------------------------------------------------------------------------------------------
Class A
--------------------------------------------------------------------------------------------------------
Class B
--------------------------------------------------------------------------------------------------------
Class C
--------------------------------------------------------------------------------------------------------
</TABLE>
Shareholder Meetings. Under Maryland law, a corporation registered
under the 1940 Act is not required to hold an annual meeting in any year in
which the election of Directors is not required to be acted upon under the 1940
Act. Maryland law does, however, provide that special meetings of a Maryland
corporation may be called upon the written request of shareholders owning at
least 25% of the outstanding shares. The Delaware Trust is not required to hold
annual shareholder meetings, and the Delaware Trust Instrument does not
specifically authorize shareholders to call a special meeting. However, under
the 1940 Act, shareholders owning at least 10% of the outstanding shares of the
Delaware Trust may by written request call a special meeting of shareholders of
the Delaware Trust for the purpose of removing a Trustee.
Reorganization/Combination Transactions. Under the Delaware Trust
Instrument, the Trustees may generally authorize mergers, consolidations, share
exchanges and reorganizations of the New Fund or the Delaware Trust with another
trust, series or other business organization without shareholder approval.
Maryland law requires a shareholder vote for a merger, consolidation, share
exchange or transfer of assets of the Fund.
Classification or Reclassification of Shares. The Delaware Trust allows
the Trustees to classify or re-classify any issued shares into shares of one or
more series or classes without obtaining any shareholder approval. While the
Directors of a Maryland corporation are permitted to classify or reclassify
unissued shares without shareholder approval, the classification or
reclassification of issued shares currently requires the approval of
shareholders.
Termination of Trust or a Fund. Under the Delaware Trust Instrument,
the Delaware Trust may be terminated at any time by the Trustees alone, upon
written notice to the shareholders, or by vote of a majority of the shares of
the Delaware Trust. The New Fund or a class thereof may be terminated at any
time by a vote of a majority of the shares of the New Fund or class or by the
Trustees by written notice to the shareholders of the New Fund or class. As a
Maryland corporation, a shareholder vote is required in order to dissolve the
Fund.
13
<PAGE>
Amendment of Charter Document. Under the Delaware Trust Instrument, the
Trustees may generally restate, amend or otherwise supplement the Delaware Trust
Instrument without the approval of shareholders, subject to limited exceptions
(such as amendments affecting shareholders' liability or indemnity rights).
Under Maryland law, a shareholder vote is required to amend the Maryland
Charter, except for certain minor changes in the name of the Fund.
CERTAIN INFORMATION REGARDING THE DIRECTORS
Federal securities laws require that at least one-half of the Directors
of the Fund and, following the reorganization, Trustees of the Delaware Trust,
be elected by shareholders. The Fund currently meets this standard. Rather than
call another shareholder meeting to vote on Trustees after the reorganization,
the reorganization agreement authorizes the Fund, while it is the sole
shareholder of the New Fund, to elect the then current Directors of the Fund,
except for Calvin J. Pedersen, as the Trustees of the Delaware Trust.
Information on the individuals that will serve as the Trustees and
officers of the Delaware Trust and their business affiliations for the past five
years are set forth below. Unless otherwise noted, the address of each executive
officer and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115-0480.
Trustees whose names are preceded by an asterisk will be "interested persons" of
the Delaware Trust (as defined in the 1940 Act).
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert Chesek (66) Director Trustee/Director (1981-present) and Chairman (1989-1994), Phoenix
49 Old Post Road Funds. Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Wethersfield, CT 06109 Institutional Mutual Funds (1996-present) and Phoenix-Seneca Funds
(2000-present).
----------------------------------------------------------------------------------------------------------------------------
E. Virgil Conway (71) Director Chairman, Metropolitan Transportation Authority (1992-present).
9 Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York, Inc.
Bronxville, NY 10708 (1970-present), Pace University (1978-present), Atlantic Mutual
Insurance Company (1974-present), HRE Properties (1989-present),
Greater New York Councils, Boy Scouts of America (1985-present),
Union Pacific Corp. (1978-present), Blackrock Freddie Mac Mortgage
Securities Fund (Advisory Director) (1990-present), Centennial
Insurance Company (1974-present), Josiah Macy, Jr., Foundation
(1975-present), The Harlem Youth Development Foundation
(1987-present). Chairman, (1998-present), Accuhealth Trism, Inc.
(1994-present), Realty Foundation of New York (1972-present), and
New York Housing Partnership Development Corp. (1985-present). Vice
Chairman, Academy of Political Science (1985-present).
Director/Trustee, Phoenix Funds (1993-present). Trustee,
Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Seneca Funds (2000-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc. and Duff &
Phelps Utility and Corporate Bond Trust Inc. (1995-present).
Chairman/Member, Audit Committee of the City of New York
(1981-1996). Advisory Director, Blackrock Fannie Mae Mortgage
Securities Fund (1989-1996) and Fund Directions (1993-1998).
Chairman, Financial Accounting Standards Advisory Council
(1992-1995).
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Harry Dalzell-Payne (71) Director Director/Trustee, Phoenix Funds (1993-present). Trustee,
The Flat Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Elmore Court Mutual Funds (1996-present) and Phoenix-Seneca Funds
Elmore, GLOS GL2 6NT, UK (1999-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. and Duff & Phelps Utility and Corporate Bond Trust Inc.
(1995-present). Formerly a Major General of the British Army.
----------------------------------------------------------------------------------------------------------------------------
*Francis E. Jeffries (69) Director Director/Trustee, Phoenix Funds (1995-present). Trustee,
8477 Bay Colony Dr. Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Apt. 902 Mutual Funds (1996-present) and Phoenix-Seneca Funds (2000-present).
Naples, FL 34108 Director, Duff & Phelps Utilities Income Inc. (1987-present), Duff &
Phelps Utilities Tax-Free Income Inc. (1991-present) and Duff &
Phelps Utility and Corporate Bond Trust Inc. (1993-present).
Director, The Empire District Electric Company (1984-present).
Director (1989-1997), Chairman of the Board (1993-1997), President
(1989-1993), and Chief Executive Officer (1989-1995), Phoenix
Investment Partners, Ltd.
----------------------------------------------------------------------------------------------------------------------------
Leroy Keith, Jr. (61) Director Chairman (1995-present) and Chief Executive Officer (1995-1999),
Chairman Carson Products Company. Director/Trustee, Phoenix Funds
Carson Products Company (1980-present). Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff
64 Ross Road & Phelps Institutional Mutual Funds (1996-present) and
Savannah, GA 30750 Phoenix-Seneca Funds (2000-present). Director, Equifax Corp.
(1991-present) and Evergreen International Fund, Inc.
(1989-present). Trustee, Evergreen Liquid Trust, Evergreen Tax
Exempt Trust, Evergreen Tax Free Fund, Master Reserves Tax Free Trust,
and Master Reserves Trust.
----------------------------------------------------------------------------------------------------------------------------
*Philip R. McLoughlin (53) Director and Chairman (1997-present), Director (1995-present), Vice Chairman
President (1995-1997) and Chief Executive Officer (1995-present), Phoenix
Investment Partners, Ltd. Director (1994-present) and Executive Vice
President, Investments (1988-present), Phoenix Home Life Mutual
Insurance Company. Director/Trustee and President, Phoenix Funds
(1989-present). Trustee and President, Phoenix-Aberdeen Series Fund
and Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc.
(1995-present) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1995-present). Trustee, Phoenix-Seneca Funds (1999-present).
Director (1983-present) and Chairman (1995-present), Phoenix
Investment Counsel, Inc. Director (1984-present) and President
(1990-1999), Phoenix Equity Planning Corporation. Chairman and Chief
Executive Officer, Phoenix/Zweig Advisers LLC (1999-present).
Director, PXRE Corporation (Delaware) (1985-present) and World Trust
Fund (1991-present). Director and Executive Vice President, Phoenix
Life and Annuity Company (1996-present). Director and Executive Vice
President, PHL Variable Insurance Company (1995-present). Director,
Phoenix Charter Oak Trust Company (1996-present). Director and Vice
President, PM Holdings, Inc. (1985-present). Director (1992-present)
and President (1992-1994), W.S. Griffith & Co., Inc. Director, PHL
Associates, Inc. (1995-present).
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Everett L. Morris (72) Director Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Seneca Funds (2000-present).
Director, Duff & Phelps Utilities Tax-Free Income Inc. (1991-present)
and Duff & Phelps Utility and Corporate Bond Trust Inc.
(1993-present).
----------------------------------------------------------------------------------------------------------------------------
*James M. Oates (54) Director Chairman, IBEX Capital Markets, Inc. (formerly, IBEX Capital Markets
Managing Director LLC) (1997-present). Managing Director, Wydown Group (1994-present).
The Wydown Group Director, Phoenix Investment Partners, Ltd. (1995-present).
IBEX Capital Markets, Inc. Director/Trustee, Phoenix Funds (1987-present). Trustee,
60 State Street Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Suite 950 Mutual Funds (1996-present) and Phoenix-Seneca Funds (2000-present).
Boston, MA 02109 Director, AIB Govett Funds (1991-present), Investors Financial
Service Corporation (1995-present), Investors Bank & Trust
Corporation (1995-present), Plymouth Rubber Co. (1995-present),
Stifel Financial (1996-present), Command Systems, Inc.
(1998-present), Connecticut River Bancorp (1998-present) and
Endowment for Health (1999-present). Vice Chairman, Massachusetts
Housing-Partnership (1998-2000). Director, Blue Cross and Blue
Shield of New Hampshire (1994-1999).
----------------------------------------------------------------------------------------------------------------------------
Herbert Roth, Jr. (71) Director Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
P.O. Box 909 Mutual Funds (1996-present) and Phoenix-Seneca Funds (2000-present).
Sherborn, MA 01770 Director, Boston Edison Company (1978-present), Landauer, Inc.
(medical services) (1970-present), Tech Ops./Sevcon, Inc.
(electronic controllers) (1987-present), and Mark IV Industries
(diversified manufacturer) (1985-present). Member, Directors
Advisory Council, Phoenix Home Life Mutual Insurance Company
(1998-present). Director, Phoenix Home Life Mutual Insurance Company
(1972-1998).
----------------------------------------------------------------------------------------------------------------------------
Richard E. Segerson (54) Director Managing Director, Northway Management Company (1998-present).
102 Valley Road Director/Trustee, Phoenix Funds (1993-present). Trustee,
New Canaan, CT 07840 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present) and Phoenix-Seneca Funds (2000-present).
Managing Director, Mullin Associates (1993-1998).
----------------------------------------------------------------------------------------------------------------------------
Lowell P. Weicker, Jr. (69) Director Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps Institutional
Greenwich, CT 06830 Mutual Funds (1996-present) and Phoenix-Seneca Funds (2000-present).
Director, UST Inc. (1995-present), HPSC Inc. (1995-present),
Burroughs Wellcome Fund (1996-present) and Compuware (1996-present).
Visiting Professor, University of Virginia (1997-present). Director,
Duty Free International, Inc. (1997). Chairman, Dresing, Lierman,
Weicker (1995-1996). Governor of the State of Connecticut
(1991-1995).
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Michael E. Haylon (42) Executive Director and Executive Vice President, Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Director (1994-present),
President President (1995-present), Executive Vice President (1994-1995), Vice
President (1991-1994), Phoenix Investment Counsel, Inc. Director,
Phoenix Equity Planning Corporation (1995-present). Executive Vice
President, Phoenix Funds (1993-present), Phoenix-Aberdeen Series
Fund (1996-present) and Phoenix-Seneca Funds (2000-present). Executive
Vice President (1997-present), Vice President (1996-1997), Phoenix
Duff & Phelps Institutional Mutual Funds. Senior Vice President,
Securities Investments, Phoenix Home Life Mutual Insurance Company
(1993-1995).
----------------------------------------------------------------------------------------------------------------------------
John F. Sharry (48) Executive President, Retail Division (1999-present), Executive Vice President,
Vice Retail Division (1997-1999), Phoenix Investment Partners, Ltd.
President Managing Director, Retail Distribution, Phoenix Equity Planning
Corporation (1995-present). Executive Vice President, Phoenix Funds
(1998-present), Phoenix-Aberdeen Series Funds (1998-present) and
Phoenix-Seneca Funds (2000-present). Managing Director, Director
and National Sales Manager, Putnam Mutual Funds (1992-1995).
----------------------------------------------------------------------------------------------------------------------------
James D. Wehr (43) Senior Vice Senior Vice President (1998-present), Managing Director, Fixed
President Income (1996-1998), Vice President (1991-1996), Phoenix Investment
Counsel, Inc. Senior Vice President (1997-present), Vice President
(1988-1997), Phoenix Multi-Portfolio Fund; Senior Vice President
(1997-present), Vice President (1990-1997), Phoenix Series Fund;
Senior Vice President (1997-present), Vice President (1993-1997),
Phoenix-Goodwin California Tax Exempt Bonds, Inc., and Senior Vice
President (1997-present), Vice President (1996-1997), Phoenix Duff &
Phelps Institutional Mutual Funds. Senior Vice President,
Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc.,
Phoenix-Goodwin Multi-Sector Short Term Bond Fund, Phoenix-Oakhurst
Income & Growth Fund and Phoenix-Oakhurst Strategic Allocation Fund,
Inc. (1997-present). Managing Director, Public Fixed Income, Phoenix
Home Life Insurance Company (1991-1995).
----------------------------------------------------------------------------------------------------------------------------
David L. Albrycht (38) Vice President Managing Director, Fixed Income (1996-present), Vice President
(1995-1996), Phoenix Investment Counsel, Inc. Vice President,
Phoenix Multi-Portfolio Fund (1993-present), Phoenix-Goodwin
Multi-Sector Short Term Bond Fund (1993-present), Phoenix-Goodwin
Multi-Sector Fixed Income Fund, Inc. (1994-present). Portfolio
Manager, Phoenix Home Life Mutual Insurance Company (1989-1995).
----------------------------------------------------------------------------------------------------------------------------
Robert Driessen (52) Vice President and Vice President and Compliance Officer, Phoenix Investment Partners,
Assistant Secretary Ltd. (1999-present) and Phoenix Investment Counsel, Inc.
(1999-present). Vice President, Phoenix Funds, Phoenix-Aberdeen
Series Fund, Phoenix Duff & Phelps Institutional Mutual Funds
(1999-present) and Phoenix-Seneca Funds (2000-present). Compliance
Officer (2000-present) and Associate Compliance Officer (1999), PXP
Securities Corporation. Vice President, Risk Management Liaison,
Bank of America (1996-1999). Vice President, Securities Compliance,
The Prudential Insurance Company of America (1993-1996). Branch
Chief/Financial Analyst, Securities and Exchange Commission,
Division of Investment Management (1972-1993).
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
William R. Moyer (55) Vice Executive Vice President and Chief Financial Officer (1999-present),
100 Bright Meadow Blvd. President Senior Vice President and Chief Financial Officer (1995-1999),
P.O. Box 2200 Phoenix Investment Partners, Ltd. (1995-present). Senior Vice
Enfield, CT 06083-2200 President (1990-present), Chief Financial Officer (1996-present),
Finance (until 1996), and Treasurer (1998-present and 1994-1996),
Phoenix Equity Planning Corporation. Director (1998-present), Senior
Vice President (1990-present), Chief Financial Officer
(1996-present) and Treasurer (1994-present), Phoenix Investment
Counsel, Inc. Treasurer (1999-present), Vice President and Chief
Financial Officer, Duff & Phelps Investment Management Co.
(1996-1999). Vice President, Phoenix Funds (1990-present), Phoenix
Duff & Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Aberdeen Series Fund (1996-present). Executive Vice
President, Phoenix-Seneca Funds (2000-present). Vice President,
Investment Products Finance, Phoenix Home Life Mutual Insurance
Company (1990-1995). Senior Vice President, Chief Financial Officer,
W.S. Griffith & Co., Inc. (1992-1995) and Townsend Financial
Advisers, Inc. (1993-1995).
----------------------------------------------------------------------------------------------------------------------------
Nancy G. Curtiss (47) Treasurer Treasurer, Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present), Phoenix-Aberdeen Series
Fund (1996-present) and Phoenix-Seneca Funds (2000-present). Vice
President, Fund Accounting (1994-2000) and Treasurer (1996-2000),
Phoenix Equity Planning Corporation. Second Vice President and
Treasurer, Fund Accounting, Phoenix Home Life Mutual Insurance
Company (1994-1995). Various positions with Phoenix Home Life
Insurance Company (1987-1994).
----------------------------------------------------------------------------------------------------------------------------
G. Jeffrey Bohne (52) Secretary Vice President and General Manager, Phoenix Home Life Mutual
101 Munson Street Insurance Co. (1993-present). Senior Vice President (1999-present),
Greenfield, MA 01301 Vice President, Mutual Fund Customer Service (1996-1999), Vice
President, Transfer Agent Operations (1993-1996), Phoenix Equity
Planning Corporation. Secretary/Clerk, Phoenix Funds (1993-present),
Phoenix Duff & Phelps Institutional Mutual Funds (1996-present),
Phoenix-Aberdeen Series Fund (1996-present) and Phoenix-Seneca Funds
(2000-present). Vice President, Home Life of New York Insurance
Company (1984-1992).
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
For services rendered to the Fund for the fiscal year ended October 31,
1999, the Directors received aggregate remuneration of $______. For services on
the Boards of Directors/Trustees of the Phoenix Funds, each Director who is not
a full-time employee of Phoenix or any of its affiliates currently receives a
retainer at the annual rate of $40,000 and a fee of $2,500 per joint meeting of
the Boards. Each Director who serves on the Audit Committee receives a retainer
at the annual rate of $2,000 and a fee of $2,000 per joint Audit Committee
meeting attended. Each Director who serves on the Nominating Committee receives
a retainer at the annual rate of $1,000 and a fee of $1,000 per joint Nominating
Committee meeting attended. Each 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 $2,000 and $2,000 per joint Executive Committee meeting attended.
The function of the Executive Committee is to serve as a contract review,
compliance review and performance review delegate of the full Board of
Directors. The foregoing fees do not include the reimbursement of expenses
incurred in connection with meeting attendance. Costs are allocated equally to
each of the series and funds within the fund complex. Officers and employees of
Phoenix who are interested persons are compensated by Phoenix and receive no
compensation from the Fund.
CURRENT BOARD COMMITTEES AND MEETINGS
The Board of Directors has an Audit Committee and a Nominating
Committee. The Audit Committee of the Fund consists of four of the Directors who
are not interested persons of the Fund (i.e., the "independent Directors"). The
Audit Committee meets with the Fund's auditors to review the scope of the
auditing procedures, the adequacy of internal controls, compliance by the Fund
with the accounting, record keeping and financial reporting requirements of the
1940 Act, and the possible effect on Fund operations of any new or proposed tax
or other regulations applicable to investment companies. The Audit Committee
makes an annual recommendation concerning the appointment of auditors and
reviews and recommends policies and practices relating to principles to be
followed in the conduct of Fund operations. The Audit Committee reports the
results of its inquiries to the Board of Directors. The Audit Committee
currently consists of 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, 1999.
The Nominating Committee consists of four Directors who are not
interested persons of the Fund. It recommends to the Board of Directors persons
to be elected as Directors. During the fiscal year ended October 31, 1999, the
Nominating Committee held brief meetings as needed in conjunction with regular
quarterly executive sessions of the independent Directors. The Nominating
Committee currently consists of Robert Chesek, Harry Dalzell-Payne, Leroy Keith,
Jr. and Herbert Roth, Jr. It will consider individuals proposed by a shareholder
for election as a 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 Delaware Trust has Audit and Nominating Committees, each composed
entirely of the same independent Directors.
The Board of Directors held five meetings during the fiscal year ended
October 31, 1999. Each Director, except Herbert Roth, Jr., was present for at
least 75% of the total number of meetings of the Board and of those committees
of which the Director was a member which were held during his tenure.
For the Fund's last fiscal year, the Directors received the following
compensation:
19
<PAGE>
<TABLE>
<CAPTION>
PENSION OR ESTIMATED TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ANNUAL BENEFITS FROM FUND AND FUND
COMPENSATION ACCRUED AS PART OF UPON COMPLEX (37 FUNDS)
NAME FROM FUND FUND EXPENSES RETIREMENT PAID TO DIRECTORS
---- --------- ------------- ---------- -----------------
<S> <C> <C> <C> <C>
Robert Chesek $1,350 $60,500
E. Virgil Conway(1) $1,660 $75,250
Harry Dalzell-Payne(1) $1,560 $89,250
Francis E. Jeffries $1,300* None for any None for any $58,000
Leroy Keith, Jr. $1,350 Director Director $60,500
Philip R. McLoughlin(1) $ 0 $ 0
Everett L. Morris(1) $1,210* $51,500
James M. Oates(1) $1,410 $64,250
Herbert Roth, Jr.(1) $1,135 $48,500
Richard E. Segerson $1,550* $69,000
Lowell Weicker, Jr. $1,500 $65,750
</TABLE>
------------------
*This compensation (and the earnings thereon) was deferred pursuant to the
Directors' Deferred Compensation Plan. At June 30, 2000, the total amount of
deferred compensation (including interest and other accumulation earned on the
original amounts deferred) accrued for Messrs. Jeffries, Morris, Roth and
Segerson was $472,348.25, $197,344.74, $177,329.63 and $115,043.51,
respectively. At present, by agreement among the Fund, the Distributor and the
electing Director, Director fees that are deferred are paid by the Fund to the
Distributor. The liability for the deferred compensation obligation appears only
as a liability of the Distributor.
(1)Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are
members of the Executive Committee.
INVESTMENT ADVISER, UNDERWRITER AND FINANCIAL AGENT
Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford,
Connecticut 06115-0480, is the Fund's investment advisor.
Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O.
Box 2200, Enfield, Connecticut 06083-2200, serves as the Fund's underwriter and
as the Fund's financial agent.
OTHER BUSINESS
The Board of Directors of the Fund knows of no business to be brought
before the meeting other than the matters set forth in this Proxy Statement.
Should any other matter requiring a vote of the shareholders of the Fund arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Fund and the shareholders of the Fund.
The Fund does not hold annual meetings of shareholders. There will
normally be no meeting of shareholders for the purpose of electing Directors of
the Fund unless and until such time as less than a majority of the Directors
holding office have been elected by the shareholders, at which time the
Directors then in office will call a shareholders' meeting for the election of
Directors. Shareholders wishing to submit proposals for inclusion in the proxy
statement for any subsequent shareholder meeting of the Fund should send their
written submissions to the principal executive offices of the Fund at 101 Munson
Street, Greenfield, Massachusetts 01301.
20
<PAGE>
APPENDIX A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this__ day of _______, 2000, by and between Phoenix-Goodwin Multi-Sector
Fixed Income Fund, Inc., a Maryland corporation (the "Predecessor Corporation"),
on behalf of its Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc. series
(the "Predecessor Fund"), and Phoenix Multi-Series Trust, a Delaware business
trust (the "Successor Trust"), on behalf of its Phoenix-Goodwin Multi-Sector
Fixed Income Fund series (the "Successor Fund").
All references in this Agreement to action taken by the Predecessor
Fund or the Successor Fund shall be deemed to refer to action taken by the
Predecessor Corporation or the Successor Trust, respectively, on behalf of the
respective portfolio series.
This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by the Predecessor Fund of all of
its assets to the Successor Fund, in exchange solely for shares of beneficial
interest in the Successor Fund ("New Shares") having a net asset value equal to
the net asset value of the Predecessor Fund, the assumption by the Successor
Fund of all the liabilities of the Predecessor Fund, and the distribution of the
New Shares to the shareholders of the Predecessor Fund in complete liquidation
of the Predecessor Fund as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.
WHEREAS, the Predecessor Corporation and the Successor Trust are each
open-end, registered investment companies of the management type; and
WHEREAS, the Board of Directors of the Predecessor Corporation and the
Board of Trustees of the Successor Trust have determined that it is in the best
interest of the Predecessor Corporation and the Successor Trust, respectively,
that the assets of the Predecessor Corporation be acquired by the Successor
Trust pursuant to this Agreement and in accordance with the applicable statutes
of the State of Maryland and the State of Delaware and that the interests of
existing shareholders will not be diluted as a result of this transaction;
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Predecessor
Corporation agrees to transfer all of the assets of the Predecessor Fund, as set
forth in paragraph 1.2, to the Successor Fund, and the Successor Trust agrees in
exchange therefor: (i) to deliver to the Predecessor Corporation a number of
full and fractional New Shares of each class of the Successor Fund equal to the
number of shares of the corresponding class of the Predecessor Fund as of the
time and date set forth in Article 2, and (ii) to assume all the liabilities of
the Predecessor Fund, as set forth in paragraph 1.2. Such transactions shall
take place at the closing provided for in paragraph 2.1 (the "Closing").
1.2 The assets of the Predecessor Fund to be acquired by the Successor
Fund shall consist of all property, including, without limitation, all cash,
securities, commodities and futures interests, and dividends or interest
receivable which are owned by the Predecessor Fund and any deferred or prepaid
expenses shown as an asset on the books of the Predecessor Fund on the closing
date provided in paragraph 2.1 (the "Closing Date"). All liabilities, expenses,
costs, charges and reserves of the Predecessor Fund, to the extent that they
exist at or after the Closing, shall after the Closing attach to the Successor
Fund and may be enforced against the Successor Fund to the same extent as if the
same had been incurred by the Successor Fund.
1.3 Immediately upon delivery to the Predecessor Fund of the New
Shares, the Predecessor Fund, as the then sole shareholders of the Successor
Fund, shall (i) with the exception of Calvin J. Pedersen, elect as trustees
<PAGE>
of the Trust the persons who currently serve as directors of the Predecessor
Corporation; (ii) approve an Investment Management Agreement between the
Successor Trust, on behalf of the Successor Fund, and Phoenix Investment
Counsel, Inc. (the "Investment Manager"), and (ii) ratify the selection of
PricewaterhouseCoopers LLP as the independent accountants of the Successor Fund.
1.4 Immediately following the action contemplated by paragraph 1.3, the
Predecessor Fund will distribute to its shareholders of record, determined as of
immediately after the close of business on the Closing Date (the "Current
Shareholders"), the corresponding New Shares received by the Predecessor
Corporation pursuant to paragraph 1.1. Such distribution and liquidation will be
accomplished by the transfer of the New Shares then credited to the accounts of
the Predecessor Fund on the books of the Successor Fund to open accounts on the
share records of the Successor Fund in the names of the Current Shareholders and
representing the respective pro rata number of the New Shares of the
corresponding class due such shareholders. All issued and outstanding shares of
the Predecessor Fund will simultaneously be canceled on the books of the
Predecessor Corporation, although share certificates representing interests in
the Predecessor Corporation will represent a number of New Shares after the
Closing Date as determined in accordance with paragraph 2.2. The Successor Fund
shall not issue certificates representing the New Shares in connection with such
exchange. Ownership of New Shares will be shown on the books of the Successor
Trust's transfer agent. As soon as practicable after the Closing, the
Predecessor Corporation shall take all steps necessary to effect a complete
liquidation of the Predecessor Fund and shall file such instruments, if any, as
are necessary to effect the dissolution of the Predecessor Corporation and shall
take all other steps necessary to effect such dissolution.
2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be the second Friday that is a full business
day following satisfaction (or waiver as provided herein) of all of the
conditions set forth in Article 4 of this Agreement (other than those conditions
which may by their terms be satisfied only at the Closing), or such later date
as the parties may agree to in writing. All acts taking place at the Closing
shall be deemed to take place simultaneously as of immediately after the close
of business on the Closing Date unless otherwise agreed to by the parties. The
close of business on the Closing Date shall be as of 4:00 p.m. New York Time.
The Closing shall be held at the offices of Phoenix Investment Counsel, Inc.
("PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480, or at such other
time and/or place as the parties may agree.
2.2 The Predecessor Corporation shall cause Phoenix Equity Planning
Corporation (the "Transfer Agent"), transfer agent of the Predecessor Fund, to
deliver at the Closing a certificate of an authorized officer stating that its
records contain the names and addresses of the Current Shareholders and the
number and percentage ownership of outstanding shares of the Predecessor Fund
and the class of the Predecessor Fund owned by each such shareholder immediately
prior to the Closing. The Successor Fund shall issue and deliver a confirmation
evidencing the New Shares to be credited on the Closing Date to the Secretary of
the Predecessor Corporation or provide evidence satisfactory to the Predecessor
Corporation that such New Shares have been credited to the accounts of the
Predecessor Fund on the books of the Successor Fund. At the Closing, each party
shall deliver to the other such bills of sales, checks, assignments, share
certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request.
3. REPRESENTATIONS AND WARRANTIES
3.1 The Predecessor Corporation, on behalf of the Predecessor Fund,
hereby represents and warrants to the Successor Fund as follows:
(i) the Predecessor Corporation is duly organized, validly
existing and in good standing under the laws of the State of Maryland and has
full power and authority to conduct its business as presently conducted;
(ii) the Predecessor Corporation has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of the
Predecessor Fund;
A-2
<PAGE>
(iii) the execution and delivery of this Agreement on behalf
of the Predecessor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
Predecessor Corporation or the shareholders of the Predecessor Fund (other than
as contemplated in paragraph 4.1(vi) are necessary to authorize this Agreement
and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Predecessor
Corporation on behalf of the Predecessor Fund and constitutes its valid and
binding obligation, enforceable in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency, moratorium and other rights
affecting creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by
the Predecessor Corporation on behalf of the Predecessor Fund, nor the
consummation by the Predecessor Corporation on behalf of the Predecessor Fund of
the transactions contemplated hereby will conflict with, result in a breach or
violation of or constitute (or with notice, lapse of time or both) a breach of
or default under, the Articles of Incorporation or By-Laws of the Predecessor
Corporation, as each may be amended, or any statute, regulation, order, judgment
or decree, or any instrument, contract or other agreement to which the
Predecessor Corporation is a party or by which the Predecessor Corporation or
any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental
or other public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the Predecessor Corporation on
behalf of the Predecessor Fund or the consummation of any transactions
contemplated hereby by the Predecessor Corporation, other than as shall be
obtained at or prior to the Closing.
3.2 The Successor Trust, on behalf of the Successor Fund, hereby
represents and warrants to the Predecessor Fund as follows:
(i) The Successor Trust is duly organized, validly existing
and in good standing under the laws of the State of Delaware and has full power
and authority to conduct its business as presently conducted;
(ii) the Successor Trust has full power and authority to execute,
deliver and carry out the terms of this Agreement on behalf of the Successor
Fund;
(iii) the execution and delivery of this Agreement on behalf
of the Successor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the Successor
Trust or the shareholders of the Successor Fund are necessary to authorize this
Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Successor
Trust on behalf of the Successor Fund and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by
the Successor Trust on behalf of the Successor Fund, nor the consummation by the
Successor Trust on behalf of the Successor Fund of the transactions contemplated
hereby will conflict with, result in a breach or violation of or constitute (or
with notice, lapse of time or both constitute) a breach of or default under, the
Master Trust Agreement (the "Master Trust Agreement") or By-Laws of the
Successor Trust, as each may be amended, or any statute, regulation, order,
judgment or decree, or any instrument, contract or other agreement to which the
Successor Trust is a party or by which the Successor Trust or any of its assets
is subject or bound; and
(vi) no authorization, consent or approval of any governmental
or other public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the Successor Trust on behalf of the
Successor Fund or the consummation of any transactions contemplated hereby by
the Successor Trust, other than as shall be obtained at or prior to the Closing.
A-3
<PAGE>
4. CONDITIONS PRECEDENT
4.1 The obligations of the Predecessor Corporation on behalf of the
Predecessor Fund and the Successor Trust on behalf of the Successor Fund to
effectuate the Reorganization shall be subject to the satisfaction of the
following conditions:
(i) The Successor Trust shall have succeeded to the
registration statement of the Predecessor Corporation on Form N-1A under the
Securities Act of 1933, as amended (the "Securities Act") and such amendment or
amendments thereto as are determined by the Board of Trustees of the Successor
Trust to be necessary and appropriate to effect the registration of the New
Shares (the "Post-Effective Amendment"), shall have been filed with the
Securities and Exchange Commission (the "Commission") and the Post-Effective
Amendment shall have become effective, and no stop-order suspending the
effectiveness of the Post-Effective Amendment shall have been issued, and no
proceeding for that purpose shall have been initiated or threatened by the
Commission (and not withdrawn or terminated);
(ii) The applicable New Shares shall have been duly qualified
for offering to the public in all states in which such qualification is required
for consummation of the transactions contemplated hereunder;
(iii) All representations and warranties of the Predecessor
Corporation on behalf of the Predecessor Fund contained in this Agreement shall
be true and correct in all material respects as of the date hereof and as of the
Closing, with the same force and effect as if then made, and the Successor Trust
on behalf of the Successor Fund shall have received a certificate of an officer
of the Predecessor Corporation acting on behalf of the Predecessor Fund to that
effect in form and substance reasonably satisfactory to the Successor Trust on
behalf of the Successor Fund;
(iv) All representations and warranties of the Successor Trust
on behalf of the Successor Fund contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Predecessor Corporation
on behalf of the Predecessor Fund shall have received a certificate of an
officer of the Successor Trust acting on behalf of the Successor Fund to that
effect in form and substance reasonably satisfactory to the Predecessor
Corporation on behalf of the Predecessor Fund;
(v) The Predecessor Corporation on behalf of the Predecessor
Fund and the Successor Trust on behalf of the Successor Fund shall have received
an opinion from Goodwin, Procter & Hoar LLP regarding certain tax matters in
connection with the Reorganization; and
(vi) A vote approving this Agreement shall have been adopted
by at least a majority of the outstanding Class A, Class B and Class C shares of
the Predecessor Fund, all classes voting together, entitled to vote at a special
meeting of shareholders of the Predecessor Fund duly called for such purpose
(the "Special Meeting").
5. EXPENSES
5.1 The Successor Trust and the Predecessor Corporation each represents
and warrants to the other that there are no brokers or finders entitled to
receive any payments in connection with the transactions provided for herein.
5.2 All of the costs of solicitation of proxies, including the cost of
the proxy solicitation firm, printing and mailing costs, shall be borne by the
Successor Fund. All of the expenses and costs of the Reorganization and the
transactions contemplated thereby shall be borne by the Phoenix Investment
Partners, Ltd.
6. ENTIRE AGREEMENT
The Successor Trust and the Predecessor Corporation agree that neither
party has made any representation, warranty or covenant not set forth herein and
that this Agreement constitutes the entire agreement between the parties.
A-4
<PAGE>
7. TERMINATION
This Agreement and the transactions contemplated hereby may be
terminated and abandoned by either party by resolution of the party's Board of
Directors or Trustees, at any time prior to the Closing Date, if circumstances
should develop that, in the opinion of such Board, make proceeding with the
Agreement inadvisable. In the event of any such termination, there shall be no
liability for damages on the part of either the Successor Trust or the
Predecessor Corporation, or their respective Directors or Trustees or officers,
to the other party.
8. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the
Predecessor Corporation and the Successor Trust; provided, however, that
following the meeting of the Current Shareholders called by the Predecessor
Corporation pursuant to paragraph 4.1(vi) of this Agreement, no such amendment
may have the effect of changing the provisions for determining the number of New
Shares to be issued to the Current Shareholders under this Agreement to the
detriment of such shareholders without their further approval.
9. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.
10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts each of
which shall be deemed an original.
10.3 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
10.5 It is expressly agreed that the obligations of the Predecessor
corporation hereunder shall not be binding upon any of the trustees,
shareholders, nominees, officers, agents, or employees of the Predecessor
Corporation personally, but shall bind only the trust property of the
Predecessor Corporation, as provided in the charter of the Predecessor
Corporation. The execution and delivery by such officers of the Predecessor
Corporation shall not be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the trust
property of the Predecessor Corporation as provided in the Declaration of Trust
of the Predecessor Corporation. The Predecessor Corporation is a series company
with a single series and has entered into this Agreement on behalf of the
Predecessor Fund. With respect to any obligation of the Predecessor Corporation
arising hereunder, the Successor Trust and the Successor Fund shall look for
payment or satisfaction of such obligations solely to the assets and property of
the Predecessor Fund.
10.6 It is expressly agreed that the obligations of the Successor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Successor Trust personally, but shall bind
only the trust property of the Successor Trust, as provided in the Declaration
of Trust of the Successor Trust. The execution and delivery by such officers of
the Successor Trust shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Successor Trust as provided in the
Declaration of Trust of the Successor
A-5
<PAGE>
Trust. The Successor Trust is a series company with a single series and has
entered into this Agreement on behalf of the Successor Fund. With respect to any
obligation of the Successor Trust arising hereunder, the Predecessor Fund and
the Predecessor Corporation shall look for payment or satisfaction of such
obligations solely to the assets and property of the corresponding Successor
Fund.
10.7 The sole remedy of a party hereto for a breach of any
representation or warranty made in this Agreement by the other party shall be an
election by the non-breaching party not to complete the transactions
contemplated herein.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its President or Vice President.
<TABLE>
<CAPTION>
<S> <C>
ATTEST PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME
FUND, INC.
Name:_______________________________________ By:___________________________________________________________
Title: Name:
Title:
ATTEST PHOENIX MULTI-SERIES TRUST
Name:_______________________________________ By:___________________________________________________________
Title: Name:
Title:
</TABLE>
A-6
<PAGE>
PHOENIX-GOODWIN
MULTI-SECTOR FIXED INCOME FUND, INC.
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 12, 2000
PROXY
The undersigned shareholder of Phoenix-Goodwin 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 Philip
R. McLoughlin and Pamela S. Sinofsky, and each of them, proxies and attorneys of
the undersigned, with power of substitution to each, for and in the name of the
undersigned to vote and act upon all matters (unless and except as expressly
limited below) at the Special Meeting of Shareholders of the Fund to be held on
October 12, 2000 at the offices of the Fund, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments thereof, with respect to all
shares of the Fund for which the undersigned is entitled to provide instructions
or with respect to which the undersigned would be entitled to provide
instructions or act with all the powers the undersigned would possess if
personally present and to vote with respect to specific matters as set forth
below. Any proxies heretofore given by the undersigned with respect to said
meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE FUND WHICH RECOMMENDS A VOTE
"FOR" THE PROPOSAL
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSAL
1. REORGANIZATION OF FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C>
To approve an Agreement and Plan of Reorganization For Against Abstain
which provides for the reorganization of [ ] [ ] [ ]
Phoenix-Goodwin Multi-Sector Fixed Income Fund,
Inc. as a series of a new Delaware business trust.
</TABLE>
2. TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER(S). WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.
----------------------------------- ------- ---------------------------- -------
----------------------------------- ------- ---------------------------- -------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
